To,
The Members,
DCW Limited
Your Directors are pleased to present the Eighty Seventh (87th) Annual
Report together with the Audited Financial Statements of your Company for the Financial
Year ended March 31, 2026.
1. FINANCIAL HIGHLIGHTS
(`in lakhs)
Particulars |
31-03-2026 |
31-03-2025 |
| Revenue from Operations |
214358.57 |
200034.33 |
| Profit before Depreciation |
17844.87 |
14908.14 |
| Less: Depreciation |
10383.49 |
9992.71 |
| Profit Before Tax/(Loss) |
|
|
| before exceptional item |
7461.38 |
4915.43 |
| Add: Exceptional items |
0.00 |
0.00 |
| Profit Before Tax |
7461.38 |
4915.43 |
| Tax Expense: Current Tax |
1111.78 |
862.47 |
| Deferred Tax |
1532.38 |
1045.42 |
| Profit after Tax |
4817.22 |
3007.16 |
2. DIVIDEND
TheBoardofDirectorsofyourCompanyhasrecommended the payment of final dividend of `0.20
(Twenty Paise) per equity share (i.e. 10%) of the face value of `2/- each for the
financial year ended March 31, 2026, subject to the approval of the Members at the ensuing
87th Annual General Meeting ("AGM") and deduction of tax at source,
as applicable, to those shareholders whose names appear in the Register of Members as on
the Record date.
During the year under review, your Company has paid an Interim Dividend of `0.10/- (Ten
Paise) per equity share (i.e. 5%) of the face value of `2/- each.
Dividend Distribution Policy
In terms of the provisions of Regulation 43A of the
SecuritiesandExchangeBoardofIndia(ListingObligations and Disclosure Requirements)
Regulations, 2015, as amended ("Listing Regulations"), the Company has
formulated a Dividend Distribution Policy and the same is available on the Company's
website and can be accessed at https://dcwltd.com/wp-content/uploads/2026/06/
Dividend-Distribution-Policy.pdf The dividend recommended is in accordance with the
Company's Dividend Distribution Policy.
3. TRANSFER TO RESERVES
The Board of Directors has not recommended to transfer any amount to General Reserves.
4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
PursuanttotheprovisionsofSection124oftheCompanies Act, 2013 ("the Act") read
with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments
thereto, the amount of dividend/ shares remaining unpaid or unclaimed for a period of
seven years from the due date is required to be transferred to the Investor Education and
Protection Fund ("IEPF"), constituted by the Central Government.
During the year under review, no amount of unpaid/ unclaimed dividend/ shares was due
for transfer to the IEPF.
5. SHARE CAPITAL
During the year under review, pursuant to the Order dated January 22, 2026 passed by
the Hon'ble National Company Law Tribunal, Ahmedabad Bench, sanctioning the Scheme of
Amalgamation of Dhrangadhara Trading Company Private Limited ("DTCPL") and Sahu
Brothers Private Limited ("SBPL") with the Company, the Authorised Share Capital
of the Company was increased from `70,00,00,000/- (Rupees Seventy Crores Only) to
`80,10,00,000/- (Rupees Eighty Crores Ten Lakhs Only), comprising 40,05,00,000 equity
shares of `2/- each.
Pursuant to the Scheme of Amalgamation, the Company issued and allotted 12,80,500
(Twelve Lakhs Eighty
Thousand Five Hundred) fully paid-up equity shares of face value of `2/- each to the
equity shareholders of
DTCPL and 5,24,59,860 (Five Crores Twenty-Four Lakhs
Fifty-Nine Thousand Eight Hundred Sixty) fully paid-up equity shares of face value of
`2/- each to the equity shareholders of SBPL, in proportion to their respective
shareholding in DTCPL and SBPL. Since DTCPL and SBPL held 12,80,500 and 5,24,59,860 equity
shares, respectively, in the Company, such shareholding stood cancelled upon the Scheme
becoming effective. Accordingly, the Company allotted a net 5,37,40,360 (Five Crores
Thirty-Seven Lakhs Forty Thousand Three Hundred Sixty) fully paid-up equity shares of `2/-
each to the shareholders of DTCPL and SBPL on February 19, 2026, in accordance with the
share exchange ratio prescribed under the Scheme.
Subsequently, the Company received the listing approvals from BSE Limited and the
National Stock Exchange of India Limited on March 24, 2026 and the trading approvals of
from the said Stock Exchanges on April 10, 2026 in respect of 5,37,40,360 (Five Crores
Thirty-Seven Lakhs Forty Thousand Three Hundred Sixty) equity shares of face value of `2/-
each issued pursuant to the Scheme of Amalgamation. The said equity shares were listed and
admitted to trading on the Stock Exchanges with effect from April 13, 2026 and rank pari
passu in all respects with the existing equity shares of the Company.
Board's Report Continued
The paid-up equity share capital of the Company as on March 31, 2026 stood at
`59,03,10,034/- (Rupees Fifty-Nine Crores Three Lakhs Ten Thousand Thirty-Four Only),
comprising of 29,51,55,017 (Twenty Nine Crores Fifty One Lakhs Fifty Five Thousand and
Seventeen) equity shares having face value of `2/- each.
Save as stated above, there was no change in the paid-up equity share capital of the
Company during the year under review. Further, during the year under review, there was no
reclassification,sub-division or consolidation of the equity share capital of the Company.
6. SCHEME OF AMALGAMATION
The Board of Directors, at its meeting held on February 13, 2025, approved the Scheme
of Amalgamation of DTCPL and SBPL with the Company under Sections 230 to 232 read with
Section 66 of the Act with the objective of simplifying the promoter shareholding
structure. The
Scheme was approved by the requisite majority of the
Equity Shareholders, Secured Creditors and Unsecured Creditors and was sanctioned by
the Hon'ble National Company Law Tribunal, Ahmedabad Bench, vide its Order dated January
22, 2026. The Scheme became effective on February 17, 2026 and was operative from the
Appointed Date, i.e., July 01, 2024.
Pursuant to the Scheme, the Company cancelled the shareholding of DTCPL and SBPL in the
Company and, on February 19, 2026, allotted 5,37,40,360 (Five Crores Thirty-Seven Lakhs
Forty Thousand Three Hundred Sixty) fully paid-up equity shares of `2/- each to their
respective shareholders in accordance with the share exchange ratio prescribed under the
Scheme. The said equity shares were listed and admitted to trading on BSE Limited and the
National Stock Exchange of India Limited with effect from April 13, 2026, after receipt of
the requisite listing and trading approvals, and rank pari passu with the existing equity
shares of the Company.
7. OPERATIONS
The sales for the year are `2,14,358.57 lakhs compared to `2,00,034.33 lakhs in the
previous year. The profit the year (before depreciation and exceptional item) was
`17,844.87 lakhs against a profit `14,908.14 lakhs in the previous year. The profit
before tax amounted to `7461.38 lakhs as against profit `4915.43 lakhs of in the
previous year. The profit after taxes for the year is `4,817.22 lakhs against a profit
`3,007.16 lakhs in previous year.
Exports
The Company's exports were `60,540.30 lakhs as compared to `43,623.95 lakhs in the
previous year. This increase in Export Turnover is primarily on account of the increase in
sales of Caustic Soda products during the year.
Segment Wise Performance a) Basic Chemicals:
The turnover of the segment was `1,53,816.36 lakhs as compared to `1,46,311.24 lakhs in
the previous year. The turnover of this segment has increased compared to previous year
primarily due to the increase in Sales volume of Synthetic Rutile.
b) Speciality Chemicals:
The turnover of the segment was `59,234.39 lakhs as compared to `52,567.31 lakhs in the
previous year. The turnover of this segment has increased compared to previous year
primarily due to increase in sales volume of both Synthetic Iron Oxide Pigment (SIOP)
& Chlorinated Polyvinyl Chloride (CPVC) backed by capex led increased capacity.
8. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT
Management's Discussion and Analysis Report for the financial year under review, as
stipulated under Regulation
34 of Listing Regulations is presented in a separate section forming part of the Annual
Report.
9. BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL (KMP)
Board
The Company's Board of Directors is made up of highly
respectedindividualswithprovenabilitiesandstrongethical principles. They bring a wealth of
experience, financial expertise, and leadership skills to the table. Furthermore, they are
deeply committed to the Company's success and invest significant time in Board
To comply with Listing Regulations, the Board has carefully identifiedthe essential
skills, expertise, and competencies needed by its Directors to effectively manage the
Company's operations. These details are outlined in the Corporate Governance Report.
The Board of Directors comprisesforof 6 (Six) Directors, out of which 3 (Three) are
Independent Directors. The composition of the Board complies with the requirementsof
prescribed in the Listing Regulations.
Particulars of Changes to the Board Appointment/Re-appointment
During the financial year under review, there have been no appointments/re-appointments
of Directors on the Board of the Company.
Subsequent to the close of the financial year, pursuant to the provisions of Section
149 read with Section 161(1)
Board's Report Continued
of the Act read with the Companies (Appointment and
Qualification of Directors) Rules, 2014, the Board of
Directors through Circular Resolution passed on June 26, 2026, based on the
recommendation of the Nomination and Remuneration Committee appointed, Mr. Adhiraj Anil
Harish (DIN: 03380459) as an Additional Director, to hold office as an Independent
Director (Non-Executive) of the Company for a period of 5 (five) consecutive years,
commencing from June 28, 2026 to June 27, 2031 (both days inclusive), not liable to retire
by rotation, subject to the approval of the Members of the Company in the ensuing Annual
General Meeting of the Company. Accordingly, a
resolutionseekingShareholders'approvalforappointment of Mr. Adhiraj Anil Harish as
Independent Director (Non-
Executive), is included in the Notice convening the Annual General Meeting.
Details of Mr. Adhiraj Anil Harish are provided in the
"Annexure - I" to the Notice, in accordance with the provisions of (i)
Listing Regulations and (ii) Secretarial Standard on General Meetings ("SS-2"),
issued by the Institute of Company Secretaries of India.
Cessation
During the financial year under review, there have been no cessations on account of
resignation on the Board of Directors.
Further, Mr. Mahesh Vennelkanti (DIN: 03633359) ceased to be an Independent Director of
the Company on completion of his tenure with effect from closing hours of June 27, 2026.
The Board of Directors and Management of the Company expressed their deep appreciation for
the invaluable contributions, guidance and services rendered by him during his tenure.
Directors liable to retirement by rotation
In accordance with the provisions of Section 152(6) of the Act, Mr. Ashish Pramodkumar
Jain (DIN: 00866676),
Managing Director of the Company retires by rotation at the ensuing AGM of the Company
and being eligible, offers himself for re-appointment. The Board on the recommendation of
the NRC has recommended his reappointment.
Details of Mr. Ashish Pramodkumar Jain are provided in the "Annexure - I"
to the Notice, in accordance with the provisions of (i) Listing Regulations and (ii)
Secretarial Standard on General Meetings ("SS2"), issued by the Institute of
Company Secretaries of India.
Declaration by Independent Directors
Pursuant to Section 149(7) of the Act and Regulation
25(8) of the Listing Regulations, the Independent Directors have provided a declaration
to the Board of Directors that they meet the criteria of Independence and are independent
of the Management as prescribed in the Act and the Listing Regulations, and are not aware
of any situation which exists or may be reasonably anticipated that could impair or impact
their ability to discharge duties as an Independent Director with an objective independent
judgement and without any external influence. Further, veracity of the above declarations
has been assessed by the Board, in accordance with Regulation 25(9) of the Listing
Regulations.
Further, in terms of Section 150 of the Act and declaration in compliance with Rule
6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of
Corporate Affairs ("MCA")
Notification dated October 22, 2019, regarding the requirement relating to enrolment in
the Data Bank created by MCA for Independent Directors, has been received from all the
Independent Directors.
Mr. Krishnamoorthy Krishnan (DIN:08129657),
Ms. Poornima Prabhu (DIN:03114937) and Mr. Mahesh Vennelkanti (DIN:03633359) are
Non-Executive Independent Directors as on March 31, 2026. Further, the Board of Directors
through Circular Resolution passed on
June 26, 2026, has appointed Mr. Adhiraj Anil Harish (DIN: 03380459) as an Additional
Director, to hold office as an
Independent Director (Non-Executive).
The Company has formulated a policy on ‘familiarisation programme for Independent
Directors' which is available on the Company's website at the link: https://dcwltd.
com/wp-content/uploads/2026/06/Familiarisation-Programme-for-Independent-Directors.pdf
Key Managerial Personnel
Pursuant to provisions of Section 203 of the Act,
Mr. Bakul Jain (DIN:00380256), Chairman & Managing
Director; Mr. Vivek Jain (DIN:00502027), Mr. Ashish Jain
(DIN:00866676), Managing Directors, Mr. Amitabh Gupta, Chief Executive Officer, Mr.
Pradipto Mukherjee, Chief Financial Officer and Mr. Dilip Darji, Company Secretary &
Compliance Officer are the Key Managerial Personnel of the Company as on March 31, 2026.
Subsequent to the close of the financial year, Mr. Amitabh Gupta, Chief Executive
Officer and Key Managerial
Personnel of the Company has retired from the services of the Company with effect from
the close of business hours on July 15, 2026, upon attaining the age of superannuation,
after a long and distinguished association with the Company spanning 55 years.
The Board of Directors and the Management of the Company place on record their deep
appreciation and sincere gratitude for the exemplary leadership, unwavering commitment,
and invaluable contributions made by Mr. Amitabh Gupta during his illustrious
tenure with the
Company, including his services as Chief Executive Officer. His vision, guidance, and
dedication have significantly contributed to the Company's growth and success over the
years.
The Board of Directors, at its meeting held on August 13, 2026, considered and approved
the appointment of Mr. Sudarshan Ganapathy as the Chief Executive Officer and Key
Managerial Personnel of the Company with effect
Board's Report Continued
from the start of business hours on August 13, 2026. Mr. Sudarshan Ganapathy has
been elevated from his existing position as Chief Operating Officer (COO) of the Company.
10. PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and Listing Regulations, the NRC have carried out
an Annual Performance Evaluation of the Board, the Directors individually as well as the
evaluation of the working of its various Committees.
In a separate meeting held on February 27, 2026, the
performanceevaluationoftheChairman,Non-Independent Directors and the Board as a whole was
carried out by the Independent Directors. The Independent Directors expressed their
satisfaction with the evaluation process.
Feedback was sought by way of a structured questionnaire which covers various aspects
such as Board's functioning, effectiveness and contribution to Board processes, adequacy,
appropriateness and timeliness of information, performance of the Board, attendance,
acquaintance with business, communication inter-se between board members, effective
participation, domain knowledge, compliance with code of conduct, vision, and strategy,
etc.
The performance evaluation of all the Directors, Committees and the Board was carried
out at their respective meetings. The Board of Directors, NRC and Independent Directors
have expressed their satisfaction with the evaluation process.
11.SUCCESSION PLAN
The Board of Directors has satisfied itself that plans are in place for orderly
succession for appointment to the Board of Directors and Senior Management.
12. PARTICULARS OF EMPLOYEES
12.1 The statement containing particulars of employee remuneration as required under
provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"),
forms part of this Report. In terms of Section 136(1) of the Act, the Annual Report is
being sent to the Shareholders, excluding the aforesaid statement. The statement is open
for inspection upon request by the Shareholders, and any Shareholder desirous of obtaining
the same may write to the Company at investor.relations@dcwltd.com
12.2 Information required under Section 197 of the Act read with Rule 5(1) of the Rules
are given below: a. The ratio of the remuneration of each director to the median
remuneration of the employees of the
Company for the financial year 2025-26:
Managing Directors |
Ratio to median remuneration |
| Mr. Bakul Jain |
47.73 |
| Mr. Vivek Jain |
47.73 |
| Mr. Ashish Jain |
47.75 |
Independent Directors |
Ratio to median remuneration |
| Ms. Poornima Prabhu |
0.88 |
| Mr. Krishnamoorthy Krishnan |
0.98 |
| Mr. Mahesh Vennelkanti |
0.88 |
Note: The ratio of the remuneration of each director includes Commission.
b. The percentage increase in remuneration of each director, Chief Executive Officer,
Chief Financial Officer, Company Secretary in the Financial Year:
The details of the remuneration paid to each Director for the Financial Year 2025-26 is
given in the Corporate Governance Report.
During the year under review, the percentage increase in remuneration of Mr. Bakul Jain
and Mr. Vivek Jain is 146% and Mr. Ashish Jain is 99%. The said increase is on account of
Commission to the Managing Directors due to higher net profits.
Further, the remuneration paid to Mr. Krishnamoorthy Krishnan, Mr. Mahesh Vennelkanti
and Ms. Poornima Prabhu* (Independent Directors) increased by 13.43%,
11.48% and 70% respectively.
* Appointed as an Independent Director of the Company w.e.f. September 27, 2024
The Company has increased the remuneration of Mr. Amitabh Gupta, Chief Executive
Officer by 16.00%, Mr. Pradipto Mukherjee, Chief Financial Officer by 13.47% and Mr. Dilip
Darji, Sr. General Manager (Legal) & Company Secretary by
10.27%.
c. The percentage increase in the median remuneration of employees in the financial
year:
The median remuneration of the employees in the financial year was decreased by 3.6%
d. The number of permanent employees on the rolls of Company: 1539
e. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification
Board's Report Continued
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
The average increase in remuneration is 6.5% for employees other than Managerial
Personnel.
During the year under review, the percentage increase in remuneration of the Managing
Directors is on account of Commission to the
Managing Directors due to higher net profits.
Further, the average increase every year is on account of an outcome of the Company's
market competitiveness as against its peer group Companies.
f. Key parameters for any variable component of remuneration availed by the directors:
There is no variable component in the remuneration paid to the directors other than
those mentioned in the Corporate Governance Report.
g. Affirmation that the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of the
Company.
13. NOMINATION & REMUNERATION POLICY
The Board has framed a Nomination & Remuneration
Policy for selection and appointment of Directors, Senior Management and their
Remuneration in accordance with the provisions of the Act and Listing Regulations. The
said policy, inter alia, includes criteria for determining qualifications, positive
attributes and independence of Directors. The Policy is available on the Company's website
at the link: https://dcwltd.com/wp-content/
uploads/2025/05/Nomination-and-Remuneration-Policy.pdf
14. RISK MANAGEMENT POLICY
Pursuant to Regulation 21 of the Listing Regulations, the Board of Directors has
constituted the Risk Management Committee for overseeing risk management systems as well
as risk governance. The Committee frames the Risk Management Policy, which is approved by
the Board, and updates the Board regularly on risk management and governance. The Board
oversees the risk management and governance process. Our internal control framework
comprehensively covers financial,operational, compliance and information technology areas
and is completely aligned with our risk management policy. Embedded within the business,
robust risk management processes enable us to identify significant an effective manner.
Your Company laid down Risk Management Policy and it is made available on the website
of the Company at the link: https://dcwltd.com/wp-content/uploads/2026/06/
Risk-Management-Policy.pdf
In the Board's view, there are no material risks which may threaten the existence of
the Company.
15.SUBSIDIARIES/ASSOCIATE/JOINT
VENTURE COMPANIES
During the year under review, your Company has only one Associate Company i.e. Kaze
Renewables Private Limited and does not have any Subsidiary /Joint Venture Company.
Statement containing salient features of the financial statement of Associate Company
in the prescribed Form AOC-1 forms part of the Annual Report as Annexure ‘A'.
16. AUDITORS
a. Statutory Auditors
The Shareholders of the Company at its 83rd AGM held on September 27, 2022,
had appointed M/s. V. remunerationisasperthe Sankar Aiyar & Co., Chartered
Accountants (ICAI Firm Registration No. 109208W), as Statutory Auditors of the Company for
a period of 5 (five) years to hold office until the conclusionofthe th Annual
General Meeting to be held in the calendar year 2027 to conduct the audit of the Accounts
of the Company, at such remuneration as may be mutually agreed upon between the Board of
Directors of the Company and the Auditors.
M/s. V. Sankar Aiyar & Co., has furnished a certificate of their eligibility and
consent under section 139 and 141 of the Act read with the Companies (Audit and
Auditors) Rules 2014 for holdingtheofficeas the
Statutory Auditors of the Company. In terms of the
Listing Regulations, the Auditors have confirmed that they hold a valid certificate
issued by the Peer Review
Board of the ICAI.
The Statutory Auditor's Report on the Financial Statements for the Financial Year ended
on March 31,
2026 does not contain any qualification, reservation, adverse remark or disclaimer. The
report given by the Statutory Auditors on the Financial Statements of the Company forms
part of this Annual Report.
b. Internal Auditors
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)
Rules, 2014, the Board of Directors at their meeting held on May 12, 2025 had appointed
M/s. PKF Sridhar and Santhanam LLP, Chartered Accountants, as Internal Auditors of the
risks andmitigatethemin Company for the Financial Year 2025-26. The Internal Auditors have
been periodically reporting to the Audit
Board's Report Continued
Committee regarding their audit process and key audit findings during the year.
c. Cost Records and Cost Audit
Pursuant to the provisions of Section 148 of the Act, read with the Companies (Cost
Records and Audit) Rules, 2014, your Company is required to maintain cost records and
accordingly, such accounts and records are maintained.
The Board had appointed M/s. N. D. Birla & Co., Ahmedabad and M/s. R. Nanabhoy
& Co., Mumbai,
Cost Accountants, as Cost Auditors for conducting the audit of cost records of the
Company for the Financial Year 2025-26.
Further, pursuant to Section 148 of the Act read with
Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, on the
recommendation of the Audit Committee have appointed M/s. N. D. Birla
& Co., Ahmedabad and M/s. R. Nanabhoy & Co.,
Mumbai, Practicing Cost Accountants for conducting cost audit of the cost records
maintained by the Company for the Financial Year 2026-27.
M/s. N. D. Birla & Co., Ahmedabad and M/s. R. Nanabhoy & Co., Mumbai,
Practicing Cost Accountants have confirmed that their appointments are within the limits
of Section 141(3)(g) of the Act and have also certified that they are free from any
disqualification specified under Section 141 and proviso to Section 148(3) of the Act.
As per the provisions of the Act, the remuneration payable to the Cost Auditors is
required to be placed before the Shareholders in a General Meeting for their ratification.
Accordingly, a resolution seeking Shareholders' ratification for remuneration payable to
M/s. N. D. Birla & Co., Ahmedabad and M/s. R. Nanabhoy & Co., Mumbai, Practicing
Cost
Accountants is included in the Notice convening the Annual General Meeting.
d. Secretarial Auditors
The Shareholders of the Company at its 86th AGM held on September 29, 2025,
had appointed M/s.
Mehta & Mehta, Practicing Company Secretaries
(Firm Registration No. P1996MH007500), as
Secretarial Auditors of the Company to hold office for a term of 5 (five) consecutive
years with effect from financial year 2025-26 to financial year 2029-30, to conduct the
Secretarial audit of the Company, at such remunerationplusapplicabletaxesandout-of-pocket
expenses, if any, as may be decided by the Board of Directors in consultation with the
Secretarial Auditors of the Company.
In terms of the Listing Regulations, the Secretarial
Auditors have confirmed that they hold a valid certificate issued by the Peer Review
Board of ICSI.
The Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 as per
the provisions of Section 204 of the Act read with Rules framed thereunder for the
financial year ended March 31,
2026 has been annexed to this Board Report and marked as Annexure ‘B' and
forms part of the Annual Report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer. The report given by the Secretarial Auditors of the Company forms
part of this Annual Report.
Annual Secretarial Compliance Report
In compliance with the Regulation 24A of the Listing Regulations and the SEBI circular
CIR/CFD/
CMD1/27/2019 dated February 8, 2019, the Company has undertaken an audit for the
Financial Year 2025-26 for all the applicable compliances as per the Listing Regulations
and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance
Report duly issued by M/s. Mehta & Mehta, Practicing
Company Secretaries has been submitted to the Stock Exchanges within the prescribed
timelines and is annexed as Annexure ‘C' forming part of the Annual Report.
Annual Secretarial Compliance Report does not contain any qualification, reservation,
adverse remark or disclaimer.
17.SECRETARIAL STANDARDS
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of
the Board of Directors' and ‘General Meetings', respectively, have been duly complied
by the Company.
18. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of energy, technology absorption, foreign exchange earnings
and outgo, required to be given pursuant to provision of Section 134 of the Act, read with
the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure ‘D'
and forms part of it.
19. CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility ("CSR") activities of the Company are
governed through the Corporate Social
ResponsibilityPolicy("CSRPolicy")approvedbytheBoard.
The CSR Policy guides in designing CSR interventions for improving quality of life of
society and conserving the environment and biodiversity in a sustainable manner. The CSR
Committee of the Board oversees the implementation of CSR Projects in line with the
Company's CSR Policy.
Board's Report Continued
The Company's CSR Programme framework focusses on building economic capital, ensuring
environmental integrity, enablers for social, economic and environmental development and
building social capital.
A detailed CSR Policy has also been framed and is available on the company's website at
the weblink: https:// dcwltd.com/wp-content/uploads/2026/08/Corporate-
Social-Responsibility-Policy.pdf Other details for the CSR activities as required under
Section 135 of the Act are given in the CSR Report and is annexed hereto marked as
Annexure ‘E'.
20. DEPOSITS / LOANS & ADVANCES,
GUARANTEES OR INVESTMENTS
During the year under review, the Company has not accepted or renewed any amount
falling within the purview of provisions of Section 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014. The particulars of loans/ advances, guarantees and
investments, if any, under Section 186 of the Act are furnished in the notes forming part
of the Financial Statements and provided in this Annual Report.
21. CREDIT RATINGS
During the year under review, India Ratings & Research
Private Limited ("Credit Rating Agency") has reiterated/ maintained the same
ratings for the financial facilities i.e ‘IND A/Stable'. This reaffirms the
reputation and trust, the Company has earned for its sound financial management and its
ability to meet its financial obligations.
Details of Credit Rating and change/revision in the
Credit Ratings for the financial facilities availed by the
Company from time to time are provided in the Corporate Governance Report forming part
of the Annual Report.
22. ESTABLISHMENT OF VIGIL MECHANISM
As per the provisions of Section 177(9) of the Act, the Company is required to
establish an effective Vigil Mechanism for directors and employees to report genuine
concerns. The Company has a Whistle Blower Policy to encourage and facilitate employees to
report concerns about unethical behaviour, actual/ suspected frauds and violation of
Company's Code of Conduct. The policy also provides for adequate safeguards against
victimization of persons who avail the same and provides for direct access to the
Chairperson of the Audit Committee.
The Whistle Blower Policy also enables the employees to report concerns relating to
leak or suspected leak of Unpublished Price Sensitive Information. The Audit Committee of
the Company oversees the implementation of the Whistle Blower Policy. The Whistle Blower
Policy can be accessed at the Company's website at the weblink:
https://dcwltd.com/wp-content/uploads/2026/08/
Whistle-Blower-Policy.pdf
23. BOARD MEETINGS
During the Financial Year 2025-26, 5 (Five) Board Meetings were held. For details
thereof kindly refer to the section "Board of Directors" – "Board
Meetings", in the Corporate Governance Report. The intervening gap between two
consecutive meetings was within the period prescribed under the Act, Secretarial Standards
on Board Meetings and Listing Regulations as amended from time to time.
24. COMMITTEES OF THE BOARD
The Board has constituted the following Statutory Board Committees viz., i) Audit
Committee; ii) Stakeholders Relationship Committee; iii) Nomination and Remuneration
Committee; iv) Corporate Social Responsibility Committee; v) Risk Management Committee The
terms of reference of these committees are as required under the provisions of the
respective Acts / Listing Regulations and as determined by the Board. Meeting of each of
these Committees are convened by the respective Chairperson of the Committees and minutes
of the meetings of these Committees are placed at the Board Meetings.
The details pertaining to constitution, composition, key terms of reference, number of
meetings held during FY 2025-26, etc. are mentioned in the Corporate Governance
Report, which forms part of the Annual Report.
25. INTERNAL COMPLAINTS COMMITTEE
The Company has zero tolerance on sexual harassment at workplace. The Company has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace and has also established an Internal Complaints Committee, as stipulated by The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and rules made thereunder.
The Company has complied with provisions relating to the constitution of Internal
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
The Company had no complaints of sexual harassment at the beginning of the year and has
not received any complaints during the Financial Year. Accordingly, there are no
complaints pending at the end of the Financial Year 2025-2026.
26. COMPLIANCE WITH THE MATERNITY
BENEFIT ACT
The Company has complied with the provisions of the Maternity Benefit Act, 1961.
27. ANNUAL RETURN
Pursuant to Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is
available on its website at https://dcwltd. com/investors/
28. DETAILS IN RESPECT OF ADEQUACY
OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial control with reference to the
Financial Statements commensurate with the size, scale and complexity of its operations. A
strong internal control culture is pervasive in the Company. The Company has implemented a
robust and comprehensive internal control system for all the major processes to ensure
reliability of financial reporting, timely feedback on achievement of operational and
strategic goals, compliance with policies, procedures, laws and regulations, safeguarding
of assets and economical and efficient use of resources. The Internal Auditors
continuously monitor efficiency of internal controls with objective of providing to the
audit committee and the board of directors an independent, objective and reasonable
assurance on the adequacy and effectiveness of the organisation's risk management,
controls and governance processes.
Your Company operates in SAP, ERP environment and has its accounting records stored in
an electronic form and backed up periodically. The SAP, ERP system is further been
upgraded to the latest HANA version and configured to ensure that all transactions are
integrated seamlessly with the underlying books of account with emphasising more on system
driven control and reduced manual control processes. Your Company has automated processes
to ensure accurate and timely updation of various master data in the underlying ERP
system.
29. RELATED PARTY TRANSACTIONS
The Company has formulated a policy on materiality of related party transactions and
manner of dealing with related party transactions which is available on the Company's
website at the link:
https://dcwltd.com/wp-content/uploads/2025/05/Related-Party-Transaction-Policy.pdf
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in its ordinary course of business and on an arm's length
basis. Accordingly, the disclosure of related party transactions, as required under
Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 in Form AOC-2 is not applicable to the Company for Financial Year 2025-26 and
hence does not form part of this report. Further, no material related party transactions
were entered during the financial year by the Company.
All transactions with related parties were reviewed and approved by the Audit
Committee. Omnibus approval is obtained for related party transactions which are of
repetitive nature and entered in the ordinary course of business and on an arm's length
basis. A statement giving details of all related party transactions entered pursuant to
omnibus approval so granted is placed before the Audit Committee on a quarterly basis for
its review.
Details of transactions, contracts and arrangements entered into with related parties
by the Company, during Financial Year 2025-26, are given under Notes to Accounts annexed
to Financial Statements, which forms part of this Annual Report.
30. CORPORATE GOVERNANCE REPORT
TheCompanyiscommittedtoupholdthehigheststandards of Corporate Governance and adheres to
the requirements set out by the Act and the Listing Regulations.
The report on Corporate Governance as stipulated under Regulation 34 of Listing
Regulations forms part of the Annual Report as Annexure ‘F'. The requisite
certificate from M/s. Mehta & Mehta, Practicing Company Secretaries confirming
compliance with the conditions of Corporate Governance as stipulated under Schedule-V of
the Listing Regulations is attached to the report on Corporate Governance.
31. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report for the financial year under
review as stipulated under
Regulation 34(2)(f) of the Listing Regulations, is presented in a separate section of
this Annual Report.
32. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Act, in relation to the audited financial statements
of the Company for the
Financial Year ended March 31, 2026, your Directors hereby confirm that:
a. In the preparation of the annual accounts for the Financial Year ended March 31,
2026, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b. In consultation with Statutory Auditors, accounting policies have been selected and
applied consistently, and made judgments and estimates that are
Board's Report Continued
reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at
March 31, 2026 and of the profit of the Company for the year ended on that date; c.
Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and irregularities; d. Annual accounts have
been prepared on a going concern basis; e. Adequate Internal Financial Controls have been
laid down to be followed by the Company and such Internal Financial Controls were
operating effectively during the Financial Year ended March 31, 2026; and f. Proper
systems have been devised to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively throughout the Financial
Year ended March 31, 2026.
33. SIGNIFICANT/MATERIAL ORDERS PASSED
BY THE REGULATORS
There are no significant/material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status of the Company and
its operations in future.
34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
Except as disclosed elsewhere in the Report, there have been no material changes and
commitments affecting the financial position of the Company which have occurred between
the end of the financial year of the Company to which the financial statements relate and
the date of this report.
35. DETAILS IN RESPECT OF FRAUD REPORTED
BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
Officers or Employees to the Audit Committee under section 143(12) of the Act.
36. INDUSTRIAL RELATIONS
The relations between the employees and the management were cordial and an atmosphere
of understanding prevailed throughout the year.
37.GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these matters during the year under
review:
• Issue of equity shares with differential rights as to dividend, voting or
otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company
under any scheme.
• There has been no change in the nature of business of the Company.
• No proceedings are pending under the Insolvency and Bankruptcy Code, 2016.
• There was no instance of one-time settlement with any Bank or Financial
Institution.
There was no revision in the previous financial statements of the Company.
38. CAUTIONARY NOTE
Statement in this report describing the Company's objectives, projections, estimates,
expectation and prediction may be "forward looking statements". Actual results
could differ materially from those expressed or implied due to variations in prices of raw
materials and realization of finished goods, changes in government regulation, tax
regimes, economic developments and other incidental factors.
39.ACKNOWLEDGEMENTS
The Board of Directors places on record their grateful appreciation for the assistance
and co-operation received from the shareholders, customers, vendors, bankers, financial
institutions regulatory and Governmental authorities in India and abroad.
The Board of Directors also recognize and appreciate the efforts of all the employees
that ensured accelerated growth in a challenging business environment.
For and on behalf of the Board of Directors |
|
Vivek Jain |
Ashish Jain |
| Managing Director |
Managing Director |
| DIN: 00502027 |
DIN: 00866676 |
|
Place : Mumbai |
|
Date : August 13, 2026 |
|