Dear Shareholders,
Your directors have pleasure in presenting the 78th Annual Report
("Report") of DIC India Limited ("Company/ DIC"), together with the
audited financial statements of the Company for the financial year ended December 31,2025
("Year Under Review").
FINANCIAL HIGHLIGHTS
| Particulars |
Year ended |
|
December 31, 2025 (Audited) |
December 31, 2024 (Audited) |
| Revenue from operations |
89178.85 |
88152.89 |
| Other income |
607.53 |
958.01 |
| Total income |
89786.38 |
89110.90 |
| Total Expenses |
87185.27 |
86595.84 |
| Profit before exceptional items and tax |
2601.11 |
2515.06 |
| Exceptional items: (expenses)/income |
(236.45) |
74.52 |
| Profit before tax after exceptional item |
2364.66 |
2589.58 |
| Tax Expense - Current tax |
564.86 |
228.69 |
| - Deferred tax charge |
62.14 |
406.99 |
| Total Tax Expense |
627.00 |
635.68 |
| Profit for the year |
1737.66 |
1953.90 |
| Other comprehensive income |
(30.86) |
(61.19) |
| Total comprehensive income for the year |
1706.80 |
1892.71 |
| Paid-up Equity Share Capital |
917.90 |
917.90 |
| Earnings per equity share (of Rs.10 each)
attributable to the owners of DIC India Ltd: |
|
|
| (a) Basic (in Rs.) |
18.93 |
21.29 |
| (b) Diluted (in Rs.) |
18.93 |
21.29 |
STATE OF COMPANY'S AFFAIRS
Your Company recorded a turnover of Rs. 89,178.85 lakh during the Year
Under Review against Rs. 88,152.89 lakh in the previous year. However, the Company
registered a profit before tax and exceptional income of Rs. 2,601.11 lakh for the Year
Under Review against a profit before tax of Rs. 2,515.06 lakh in the previous year.
Your Company remains committed to its stakeholders and make all
endeavours to accelerate the value of the shareholders.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis as required in terms of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") is annexed to the report as
Annexure A.
It inter-alia gives detail of the overall industry structure, economic
developments, performance and state of affairs of your Company's business, risk management
systems and material developments during the Year Under Review.
DIVIDEND
The Board of Directors ("Board") have recommended a final
dividend Rs. 3 per share for the financial year ended on December 31, 2025.
Based on the overall financial performance and other economic factors,
the dividend shall be payable out of profits only to those members whose names appear in
the register of members as on the book closure / record date. The dividend payout is
subject to approval of the members at the ensuing annual general meeting of the Company
for Year Under Review.
Pursuant to the Finance Act, 2020, dividend income is taxable in the
hands of the shareholders effective April 1, 2020, and the Company is required to deduct
tax at source from dividend paid to the Members at prescribed rates as per the Income Tax
Act, 1961.
The Register of Members and Share Transfer Books of the Company will
remain closed from March 17, 2026, to March 23, 2026 (both days inclusive).
TRANSFER TO RESERVES
The Company proposes to retain its entire earnings in the profit and
loss account and proposes not to transfer any amount to the general reserve.
For details regarding transfer to other reserves, note 19 of the
financial statements for the Year Under Review is self-explanatory.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT
Apart from disclosures made in this Report and the audited financial
statements for the Year Under Review, no material changes and commitments have occurred
after the closure of the year till the date of this Report, which affects the financial
position of the Company.
CHANGES IN THE NATURE OF BUSINESS
There has been no fundamental change in the nature of business of the
Company during the Year Under Review. SHARE CAPITAL & LISTING OF SHARES
As on December 31, 2025, the authorized share capital of the Company is
Rs. 1,500 lakh and subscribed, issued & paid-up equity share capital of the Company is
Rs. 917.90 lakh.
The Company's equity shares are listed on the National Stock Exchange
of India Limited ("NSE"), BSE Limited ("BSE") and Calcutta Stock
Exchange ("CSE"). The equity shares are actively traded on NSE, and BSE. The
shares of the Company are not suspended from trading from any of the platforms. However,
on CSE there has been no trading of any security of any company since 2013.
CORPORATE GOVERNANCE
Your directors believe that corporate governance is an ethically driven
business process that is committed to values aimed at enhancing the growth of your
Company. The endeavor is to continue and move forward as a responsible and sustainable
Company in order to attract as well as retain talents, investors and to maintain
fulfilling relationships with the communities and take all possible steps in the direction
to re-write a new future for your Company.
We are committed to achieve the highest standards of ethics,
transparency, corporate governance and continue to comply with the code of conduct framed
for the Board and senior management under SEBI Listing Regulations and have maintained
high standards of corporate governance based on the principle of effective implementation
of internal control measures, adherence to the law and regulations and accountability at
all levels of the organization.
Your Company's corporate governance practices are driven by effective
and strong Board oversight, timely disclosures, transparent accounting policies and high
levels of integrity in decision making. The corporate governance report of the Company for
the Year Under Review as required under the applicable SEBI Listing Regulations is
attached hereto and forms part of this report. The requisite certificate from Statutory
Auditors, Pricewaterhouse Chartered Accountants LLP confirming compliance with the
conditions of corporate governance is attached to the corporate governance report.
ANNUAL RETURN
In terms of the provisions of section 92(3) of the Companies Act, 2013
read with the Companies (Management and Administration) Rules, 2014, the draft annual
return of your Company for Year Under Review has been uploaded at the Company's website
www.dic.co.in.
CREDIT RATING
Please refer to the appropriate section of corporate governance report
for the details relating to the credit rating assigned to the Company.
CORPORATE SOCIAL RESPONSIBILITY
Acknowledging its responsibility towards the society, your Company has
put in place a Corporate Social Responsibility ("CSR") Policy, which may be
referred to at the Company's website https://dic.co.in/investors/ policies.
The CSR Committee guides and monitors the activity undertaken by the
Company in this sphere.
During the Year Under Review, your Company has worked on the following
CSR initiatives under the thematic areas chosen:
• The Company chose to continue with the initiative taken in the
year 2023 basis the study of Maharaja Sayaji Rao university (MSU) of Vadodara to do 'Needs
assessment' of social requirements of community in Saykha village, particularly with
respect to 'Health'. Based on findings of MSU, DIC initiated a project through a renowned
NGO, 'Feedback Foundation', which aims to make Saykha village a 'Zero Waste' location.
This project is being done as part of 'Saksham' initiative of the Company which aims to
promote 'Health' SDG. With the involvement of the community and help of authorities,
Feedback foundation was able to finalize the land location & profile for Sanitation
Park.
• With the aim of providing education to all, the Company
initiated the program DEEKSHA through a renowned NGO, Learning Links which aims to provide
quality and holistic education to students with sensitization on wellness from underserved
community schools in Bharuch, Gujarat. The Company may continue with this initiative in
the next year as well in case the CSR Committee recommends the same.
• During the Year Under Review, with the aim of providing easy
access of certain Government facilities by public at large, your Company under Project
DEEKSHA has also initiated the further development of Jan Seva Kendra by donating required
infrastructure for the said initiative.
The Company, during the Year Under Review has contributed Rs. 31.72
lakh towards Corporate Social Responsibility initiatives. The salient features of
Company's CSR Policy along with the Annual Report on CSR activities, in terms of section
135 of the Act, and the rules framed thereunder, is annexed to this report as Annexure B.
Further in relation to the CSR policy of the Company, no changes has
been made in the same during the reporting period.
POSTAL BALLOT
During the Year Under Review, the Company has initiated a postal ballot
for seeking shareholders' approval for appointment of Mr. Navapol Chuensiri as
Non-Executive Non-Independent Director of the Company. The notice of the postal ballot was
dispatched on September 09, 2025, and voting was closed on October 14, 2025.
The result of the postal ballot was announced on October 15, 2025.
As approved by the Board in its meeting held on December 10, 2025,
Company also initiated postal ballot for appointment of Mr. Avijit Mukerji as Independent
Director, not liable to retire by rotation. The notice of the postal ballot was dispatched
on January 12, 2026 and voting was closed on February 13, 2026.
The result of the postal ballot was announced on February 13, 2026. The
documents related to the postal ballot can be accessed from the website of the Company
https://www.dic.co.in/investors/corporate-news.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONS
BOARD:
As on December 31,2025, the composition of the Board of Directors
("Board") is as follows:
S.No. |
Name of the Director |
Designation |
1. |
Mr. Rajeev Anand |
Chairman of the Board
(Independent Director) |
2. |
Mr. Prabal Sarkar |
Independent Director |
3. |
Ms. Pritha Dutt |
Independent Director |
4. |
Mr. Adnan Wajhat Ahmad |
Independent Director |
5. |
Mr. Avijit Mukerji |
Independent Director
(Additional) |
6. |
Mr. Paul Koek |
Non Executive Non Independent
Director |
7. |
Mr. Navapol Chuensiri |
Non Executive Non Independent
Director |
8. |
Mr. Hayato Kashiwagi |
Non Executive Non Independent
Director |
9. |
Mr. Ji Xiang Jason Lee |
Non Executive Non Independent
Director |
10. |
Mr. Manish Bhatia |
Managing Director & CEO |
The Board is duly constituted with proper balance of executive &
non- executive directors, independent directors and woman director.
During the Year Under Review, Mr. Ryohei Kohashi has resigned from the
post of Non-Executive Director w.e.f January 01,2025 and Mr. Hayato Kashiwagi has
appointed as Non-Executive Director w.e.f February 21, 2025
During the Year Under Review, Mr. Navapol Chuensiri was appointed as an
additional director on August 13, 2025. The designation was changed from additional
director to Non Executive Non Independent Director based on the approval of shareholders'
received through postal ballot, details of which are given hereabove.
During the Year Under Review, the Board has appointed Mr. Avijit
Mukerji as an additional independent director on December 10, 2025. The designation was
changed from additional independent director to Non Executive Independent Director based
on the approval of shareholders' received through postal ballot, details of which are
given hereabove.
Mr. Paul Koek has resigned from the Company as Non Executive Non
Independent Director with effect from January 01,2026.
The requisite certificate(s) from the practicing company secretary
confirming that none of the directors of the Company have been debarred or disqualified
from being appointed or continuing as directors of the Company by Securities and Exchange
Board of India/Ministry of Corporate Affairs or any such authority is attached to the
corporate governance report.
KEY MANAGERIAL PERSONS
As on December 31,2025, below are the Key Managerial Persons of the
Company:
S.No. |
Name of the Key Managerial
Person |
Designation |
1. |
Mr. Manish Bhatia |
Managing Director & CEO |
2. |
Mr. Gagandeep Singh |
Chief Financial Officer |
3. |
Ms. Meghna Saini |
Company Secretary |
During the Year Under Review, there was no change in the Key Managerial
Persons of the Company.
DIRECTOR RETIRING BY ROTATION
Pursuant to the provisions of Section 152(6) of the Companies Act,
2013, Mr. Hayato Kashiwagi, Non-Executive Director of the Company, being longest in the
office, retires by rotation at the ensuing annual general meeting and being eligible
offers himself for re-appointment. He has given a declaration in terms of Section 164 of
the Companies Act, 2013 to the effect that he is not disqualified from being appointed or
re-appointed as a Director of a company.
INDEPENDENT DIRECTORS
The Board has 5 (five) independent directors as on December 31, 2025,
representing diversified fields and expertise. Details are provided in the appropriate
section of the corporate governance report. The independent directors have submitted their
declarations of independence stating that they meet the criteria of independence as
required in terms of the provisions of section 149 (7) of the Companies Act, 2013 read
with Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16
of the SEBI Listing Regulations, as amended from time to time.
The Company has also received confirmation from all the independent
directors of their registration on the Independent Directors Database maintained by the
Indian Institute of Corporate Affairs, in terms of Section 150 the Companies Act, 2013
read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules,
2014.
In the opinion of the Board, the independent directors possess the
requisite expertise and experience (including proficiency in terms of Section 150(1) of
the Companies Act, 2013 and applicable rules thereunder) and are people of high integrity
and repute. They fulfill the conditions specified in the said Act as well as the Rules
made thereunder read with SEBI Listing Regulations and are independent of the management.
FAMILIARISATION PROGRAM FOR DIRECTORS
As a practice, all new directors (including Independent Directors)
inducted to the Board are given a formal orientation.
The familiarisation programme for the independent directors is
customised to suit their individual interests and area of expertise. The Directors are
usually encouraged to interact with members of senior management as part of the induction
programme. The senior management make presentations giving an overview of the Company's
strategy, operations, products, markets and group structure, Board constitution and
guidelines, and the major risks and risk management strategy. This enables the Directors
to get a deep understanding of the Company, its people, values and culture and facilitates
their active participation in overseeing the performance of the Management.
The details of the familiarization program conducted during the Year
Under Review can be accessed from
https://dic.co.in/sites/default/files/2025-12/ID%20Familiarization%20Prog%202025.pdf.
MEETINGS OF THE BOARD & COMMITTEES OF THE
BOARD
The Board of Directors ("Board") met eight times during the
Year Under Review. The intervening gap between two consecutive meetings of the Board did
not exceed one hundred and twenty days during the Year Under Review. The Committees of the
Board ("Committee") usually meet the day before or on the day of the Board
meeting, or whenever the need arises for transacting business.
The Board meetings were conducted in due compliance with and following
the procedures prescribed in the Companies Act, 2013, SEBI Listing Regulations and
applicable secretarial standards.
In terms of the provisions of schedule IV to the Companies Act, 2013
read with SEBI Listing Regulations, one separate meeting of the independent directors
excluding all other directors of the Company was also held on February 20, 2025. Reference
is invited to the annexed corporate governance report for details thereof
The details of Board and Committee meetings held during the Year Under
Review and directors attending the same are given in the corporate governance report
forming part of this Report.
CONSTITUTION OF COMMITTEES
As on December 31,2025, there are four statutory Board level
committees:
• Audit Committee
• Stakeholders' Relationship Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility Committee
Further, in view of timely assessment and mitigation of risk the Board
has also voluntarily constituted Risk Management Committee to assist Board on risk
management and mitigation framework.
The details with respect to the composition, terms of reference and
other details of all the aforementioned committees of the company have been elaborated in
the corporate governance report annexed to this Report.
NOMINATION & REMUNERATION POLICY
The Company has devised a Nomination and Remuneration Policy ("NRC
Policy") which inter alia sets out the guiding principles for identifying and
ascertaining the integrity, qualification, expertise and experience of the person for the
appointment as directors, key managerial personnel ("KMPs'') and senior management
personnel ("SMPs'').
The NRC Policy has been framed with the objective-
• to ensure that appointment of directors, KMPs and SMPs and their
removals are in compliances with the applicable provisions of the Companies Act, 2013 and
the SEBI Listing Regulations;
• to set out criteria for the evaluation of performance and
remuneration of directors, KMPs and SMPs;
• to adopt best practices to attract and retain talent by the
Company; and
• to ensure diversity of the Board of the Company
The NRC Policy specifies the manner of effective evaluation of
performance of Board, its committees and individual directors to be carried out either by
the Board, by the Nomination and Remuneration Committee or by an independent external
agency and review its implementation and compliance. During the Year Under Review, there
has been no change in the NRC Policy.
The NRC Policy of the Company can be accessed at the website of the
Company at https://dic.co.in/sites/
default/files/2025-02/Nominattion%20and%20ReiTiuneration%20Policy.pdf.
PERFORMANCE EVALUATION
During the Year Under Review, the formal annual evaluation of the
performance of the Board, its committees and individual directors was carried out, in the
Company by the independent directors, and the Board, in compliance with the Companies Act,
2013 and SEBI Listing Regulations, as amended from time to time.
The performance of non-independent directors, Board as a whole and the
chairman (after taking into account the views of executive directors and non-executive
directors) was evaluated by the independent directors of the Company. Performance
evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated. Performance evaluation of the committees was also
done by the Board.
An indicative criterion of evaluation was circulated to the directors
to facilitate such evaluation. Based on the feedback of the directors and on due
deliberations of the views and counter views, the evaluation was carried out in terms of
the NRC Policy and such indicative criterion. The Board sought the feedback of Directors
on various parameters including:
• Degree of fulfillment of key responsibilities towards
stakeholders (by way of monitoring corporate governance practices, participation in the
long-term strategic planning, etc.);
• Structure, composition, and role clarity of the Board and
Committees;
• Extent of co-ordination and cohesiveness between the Board and
its Committees;
• Effectiveness of the deliberations and process management;
• Board/Committee culture and dynamics; and
• Quality of relationship between Board Members and the
Management.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India.
The evaluation process endorsed the Board confidence in the ethical
standards of the Company, the resilience of the Board and the management in navigating the
Company during challenging times, cohesiveness amongst the Board, constructive
relationship between the Board and the management, and the openness of the management in
sharing strategic information to enable Board to discharge their responsibilities and
fiduciary duties.
WHISTLE BLOWER POLICY & VIGIL MECHANISM
In compliance with the provisions of section 177 of the Companies Act,
2013 and regulation 22 of the SEBI Listing Regulations, the Company has in place the
Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders
which provides a platform to them for raising their voice about any breach of code of
conduct, financial irregularities, illegal or unethical practices, unethical behavior,
actual or suspected fraud, health, safety and environmental issues. Adequate safeguards
are provided against victimization of stakeholders who use such mechanism and direct
access to the Chairman of the Audit Committee in appropriate cases is provided.
The aforesaid policy may be accessed at the website of the Company at
https://www.dic.co.in/sites/default/ files/2021-04/Whistle_Blower_Policy_0.pdf.
During the year under review, the Company has not received any
whistleblower complaints. Also, no complaint pertaining to the previous year was
outstanding during the year.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has robust internal financial controls systems which is in
line with requirement of Companies Act, 2013 which is intended to increase transparency
and accountability in organizations process of designing and implementing a system of
internal control.
The Company uses SAP ERP systems as a business enabler and to maintain
its books of accounts. The transactional controls built into the SAP ERP systems ensure
appropriate segregation of duties, appropriate level of approval mechanism and maintenance
of supporting records. Detailed procedural manuals are in place to ensure that all the
assets are protected against loss and all transactions are authorized, recorded and
reported correctly. The internal control systems of the Company are monitored and
evaluated by internal auditors and their audit reports are reviewed by the Audit Committee
of the Board of Directors. The observations and comments of the Audit Committee are placed
before the Board.
Based on the results of such assessments carried out by the management,
no reportable material weakness or significant deficiencies in the design or operation of
internal financial control was observed.
RISKS & MITIGATION STEPS
The Board has adopted a risk management policy where various risks
faced by the Company have been identified and a framework for risk mitigation has been
laid down. Even though not mandated, the Company has voluntarily constituted a Risk
Management Committee to monitor, review and control risks. The risks and its mitigating
factors are discussed in the Board.
SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the
provisions of the applicable secretarial standards issued by The Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans given, investment made and guarantees provided
by the Company, under Section 186 of the Companies Act, 2013, as at December 31, 2025, are
placed here below:
| Intercorporate loans |
NIL |
| Intercorporate guarantee |
NIL |
| Intercorporate investments |
NIL |
SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES
The Company does not have any subsidiary/associate/joint venture
company for the year ended December 31, 2025. No Company has become or ceased to be its
Subsidiaries, joint ventures or associate companies during the Year Under Review:
DEPOSITS
During the year under review, your Company did not accept any public
deposits nor any amount remained unpaid or unclaimed during the Year Under Review under
Chapter V of the Companies Act, 2013 and as such, there was no default in repayment of
deposit or payment of interest and further no amount on account of principal or interest
on public deposits was outstanding as of December 31,2025.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
& FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014, the information relating to Conservation of
Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed and
forms a part of this Report as Annexure C.
HUMAN RESOURCES
DIC India believes that the competence and commitment of our employees
are the key differentiating factors which enable our organization to create value by
offering quality products & services to our customers. We strive to create a
harmonious work environment & strengthen our work culture to drive high level of
performance orientation. As a part of the culture, we are committed towards scaling up
competence level of employees & offering them a long-term career to attract &
retain talent. As on December 31, 2025, the Company had 354 employees (previous year 347)
on its direct pay roll.
Information in accordance with the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, forms part of this Report as Annexure D.As
per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report
excluding the information on employee's particulars under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being
sent to the members which is, however, available for inspection in electronic mode.
Members can inspect the same by writing to investors@ dic.co.in. Any member interested in
obtaining such information may write to the Company Secretary and the same will be
furnished without any fee.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual harassment in line
with the requirements of the Sexual harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ('POSH Act') and the rules framed thereunder.
Internal Committees (IC) has been set up to redress complaints received regarding sexual
harassment.
The details of sexual harassment complaints for the year under review
are enumerated as below:
No. of Complaints outstanding from previous year: Nil No. of Complaints
received : Nil No. of Complaints disposed off: Nil
During the year under review, no complaint of sexual harassment was
received by the Company and the policy is available on
https://www.dic.co.in/investors/policies.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES
All the contracts/arrangements/transactions etc. entered into by the
Company with related parties were in ordinary course of business and on arm's length
basis, accordingly Section 188 of the Companies Act, 2013 is not applicable.
Omnibus approval from the Audit Committee is obtained for all
transactions with related parties and all such transactions are reviewed by the Audit
Committee every quarter. The Audit Committee takes into consideration for approving all
related party transactions from the perspective of fulfilling the criteria of meeting
arm's length pricing.
As per SEBI Listing Regulations and Companies Act, 2013, the Company
has not undertaken any related party transaction exceeding the materiality limits as
specified therein and therefore no member's approval was required.
No disclosure in form AOC-2 was required to be made by the Company.
Related Party Transaction Policy has been adopted by the Board of
Directors for determining the materiality of transactions with related parties and
dealings with them. The said policy may be referred to, at the Company's website
https://dic.co.in/investors/policies.
The Company in terms of Regulation 23 of the SEBI Listing Regulations
regularly submits within the prescribed time from the date of publication of its financial
results for half year, disclosure of related party transactions in the format specified to
the stock exchange.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) of the Act, the Board
of Directors to the best of their knowledge and ability confirms that:
• In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures, if any;
• The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the Profit and Loss of the company for that period;
• The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
• The Directors had prepared the annual accounts on a going
concern basis; and
• The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
• The Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
STATUTORY AUDITORS
As per the provisions of the Act, the Company appointed M/s. Price
Waterhouse Chartered Accountants LLP as the Statutory Auditors of the Company for a period
of five years commencing from the conclusion of the 75th Annual General Meeting held on
March 22, 2023 till the conclusion of 80th Annual General Meeting.
STATUTORY AUDITORS' OBSERVATIONS
The auditors' report on the financial statements for the financial year
ended December 31, 2025 is an Unmodified report and does not contain any qualification,
report of fraud, reservation, adverse remark or disclaimer and do not call for any further
comments.
SECRETARIAL AUDITOR
The provisions of Section 204 of the Companies Act, 2013 mandates
secretarial audit of the Company by a Company Secretary in Practice. The Board appointed
M/s. PI & Associates, Practicing Company Secretary (Firm Registration No.
P2014UP035400) as the Secretarial Auditor for a period of 05 years commencing from year
2025. The secretarial auditors' report for the financial year ending December 31, 2025 is
annexed to this Report as Annexure E. There are no qualification, reservation, adverse
remark or disclaimer in the said report and do not call for any further comments.
COST AUDITOR
M/s. Chandra Wadhwa & Associates, Cost Accountants (Firm regn. No.
000239) were appointed as the Cost Auditors for auditing the Company's cost accounts
maintained for the year ended December 31, 2025.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the financial Year Under Review, neither any application is made
by the Company nor any proceeding is pending under the Insolvency And Bankruptcy Code,
2016.
TRANSFER TO INVESTOR EDUCATION & PROTECTION
FUND
During the financial year ended December 31, 2025, an amount of
2,50,383 was transferred to Investor Education and Protection Fund established by the
Central Government, in compliance with section 125 of the Companies Act, 2013 on account
of dividend declared for the financial year 2024 towards the shares lying in IEPF.
Further no shares and unpaid dividend for last seven years were
transferred to the IEPF fund as no dividend was declared by the Company for Financial Year
2017.
SIGNIFICANT & MATERIAL ORDERS
During the Year Under Review no material court orders were passed in
favour and/or against the Company except the settlement order passed by Securities and
Exchange Board of India ordering final settlement amount of Rs. 34.32 lakh against the
suo-moto settlement applications filed by the Company in the matter of regulation 23 and
regulation 30 of SEBI Listing Regulations.
Further the above said order was not in the nature impacting the going
concern status and Company's operations in future.
OTHER DISCLOSURE
During the financial Year Under Review, disclosure with respect to
details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the banks or financial
institutions along with the reason thereof is not applicable.
ACKNOWLEDGEMENT
The continued co-operation and support of its loyal customers has
enabled the Company to make every effort to understand their unique needs and deliver
maximum customer satisfaction. Our employees at all levels, have been core to our
existence and their hard work, co-operation and support is helping us as a Company face
all challenges. Our vendors, who form a part of our global footprint reinforce our
presence across the globe and relentlessly push forward in establishing the DIC brand. Our
Company is always grateful for their efforts. The flagbearers of fair play and
regulations, which includes the regulatory authorities, the esteemed league of bankers,
financial institutions, rating agencies, stock exchanges and depositories, auditors, legal
advisors, consultants and other stakeholders have all played a vital role in instilling
transparency and good governance. The Company deeply acknowledges their support and
guidance.
|
|
For and on behalf of the Board |
|
Sd/- |
Sd/- |
|
Rajeev Anand |
Manish Bhatia |
|
Director |
Managing Director & |
| February 24, 2026 |
DIN: 02519876 |
Chief Executive Officer |
| Noida |
|
DIN: 08310936 |
|