To the Members
Your Directors have pleasure in presenting the Forty-Fifth Annual Report together with
Audited Accounts of the Company for the Financial Year ended 31st March, 2025.
FINANCIAL RESULTS
The summarized financial results for the year are as under:
( Rs in lakhs)
Sr. Particulars |
Standalone |
Consolidated |
No. |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| 1 Total Revenue (including Other Operating Revenues) |
1,95,068 |
1,92,252 |
10,27,442 |
8,67,609 |
| 2 Profit before tax |
51,886 |
41,343 |
1,18,929 |
67,196 |
| 3 Less: |
|
|
|
|
| a) Current Tax (Net) |
10,084 |
9,120 |
35,270 |
34,017 |
| b) Deferred Tax |
502 |
886 |
(6,819) |
(13,577) |
| c) Tax in respect of earlier years |
|
|
(3,989) |
|
| 4 Net Profit after tax (2 - 3) |
41,300 |
31,337 |
94,467 |
46,756 |
| 5 Net profit attributable to: |
|
|
|
|
| a) Owners of the Company |
41,300 |
31,337 |
93,359 |
45,284 |
| b) Non-controlling interest |
NA |
NA |
1,108 |
1,472 |
| 6 Other comprehensive income for the year: |
|
|
|
|
| a) Owners of the Company |
206 |
(642) |
(7,588) |
7,919 |
| b) Non-controlling interest |
NA |
NA |
(16) |
14 |
| 7 Total Comprehensive Income for the year |
|
|
|
|
| a) Owners of the Company |
41,506 |
30,695 |
85,771 |
53,203 |
| b) Non-controlling interest |
NA |
NA |
1,092 |
1,486 |
| 8 Add: Surplus brought forward |
1,85,417 |
1,66,704 |
4,12,071 |
3,85,098 |
| 9 Amount available for Appropriations (5a + 8) |
2,26,717 |
1,98,041 |
5,05,430 |
4,30,382 |
| 10 Appropriations: |
|
|
|
|
| a) Increase in non-controlling interest due to |
- |
- |
- |
- |
| issuance of share capital |
|
|
|
|
| b) Effect of transaction with non-controlling |
- |
- |
(5,566) |
(5,687) |
| interest |
|
|
|
|
| c) Dividend on Equity Shares (Net) |
(10,730) |
(12,624) |
(10,730) |
(12,624) |
| 11 Surplus carried to Balance Sheet (9 + 10) |
2,15,987 |
1,85,417 |
4,89,134 |
4,12,071 |
STATE OF AFFAIRS OF THE COMPANY
Your Company on standalone basis has achieved a total revenue of Rs 1,951 Crores
(including Rs 139 Crores from trading operations) during the year under review as against
previous year's level of Rs 1,923 Crores (including Rs 83 Crores from trading operations).
Profit Before Tax (PBT) for the year under review was Rs 519 Crores as against Rs 413
Crores in the previous year.
Net Profit for the current year was recorded at Rs 413 Crores as against Rs 313 Crores
in the previous year.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis (MDA), which forms part of this Report, inter
alia, deals adequately with the operations and also current and future outlook of the
Company on a consolidated basis.
ISSUE OF COMPULSORILY CONVERTIBLE DEBENTURES (CCDS) BY MATERIAL SUBSIDIARY I.E.,
MAHADHAN AGRITECH LIMITED (FORMERLY KNOWN AS SMARTCHEM TECHNOLOGIES LIMITED)
As reported in the previous Annual Reports, Mahadhan AgriTech Limited (MAL), Wholly
Owned Material Subsidiary had issued CCDs, on a private placement basis to International
Finance Corporation Limited. The details of CCDs issued are as given below:
Date |
Tranche |
No. of FCCBs |
Face value |
Amount |
| 16th October, 2019 |
First |
1,050 |
10,00,000 each |
105 Crores |
| 5th October, 2020 |
Second |
1,050 |
10,00,000 each |
105 Crores |
Total |
|
2,100 |
|
210 Crores |
During the year under review, the Company has been allotted 14,90,439 equity shares of
MAL upon conversion of the aforesaid 2,100 CCDs at a price of Rs 1,980/- per share (Share
Premium of Rs 1970 and face valus of Rs 10), which were earlier purchased from IFC with
mutual agreement.
DIVIDEND
Considering the performance of the Company, the Board of Directors of the Company
recommends a dividend @ 100% i.e., Rs 10/- (Ten Rupees) per Equity Share (Previous year
Rs 8.50 per Equity Share) of Rs 10 each of the Company for the financial year ended
31st March, 2025.
The proposed dividend is in line with the ‘Dividend Distribution Policy' adopted
by the Board at its meeting held on 30th June, 2017. The Policy is available on the
Company's website: DividendDistributionPolicyDFPCL30June2017.pdf.
TRANSFER TO RESERVE
The closing balance of retained earnings of the Company for Financial Year 2024-25
after all appropriations and adjustments was Rs 2,15,987 Lakhs. During the year, the
Company has not transferred any amount to general reserve.
SHARE CAPITAL
During the year under review, the Company has neither issued any equity shares of the
Company, nor, shares with differential voting rights or sweat equity shares or any stock
options.
The paid-up equity share capital of the Company as on 31st March, 2025 was Rs
126.24 Crores.
ISSUANCE OF COMMERCIAL PAPER
The Company on 18th June, 2024 had issued 1,000 numbers of commercial papers (CP)
aggregating to Rs 50 Crores for working capital purposes and the same were listed on BSE
Limited. The CP was rated ‘A1+' by CRISIL Ratings Limited and was issued with a
maturity of 178 days.
CHANGES IN THE BOARD OF DIRECTORS Re-appointment
Re-appointment of Independent Director
During the year under review, the Board of Directors, based on the recommendation of
Nomination and Remuneration Committee, had approved the re-appointment of Mr. Sujal Anil
Shah & Mr. Jayesh Hirji Shah as an Independent Director of the Company for a Second
Term of 5 consecutive years w.e.f. 30th June, 2025 and 20th December, 2024, respectively,
(first term of Mr. Jayesh Hirji Shah was for a period of three years) pursuant to
applicable provisions of the Companies Act, 2013 ("Act") and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 [Listing Regulations], subject
to the approval of shareholders.
Further, the shareholders of the Company through Postal Ballot have provided approval
for the re-appointment of Mr. Jayesh Hirji Shah. The results of Postal Ballot have
been intimated to the Stock Exchanges on 28th January, 2025. All the relevant details of
the Postal Ballot have been provided in the General Shareholder Information, which is part
of this Annual Report. The approval for the reappointment of Mr. Sujal Anil Shah is
also being sought through Postal Ballot.
Cessation
During the year under review, there were no cessation/ retirement/ resignation that
were to be reported.
Re-appointment – retiring by rotation
Mrs. Parul S. Mehta retires by rotation at the ensuing Annual General Meeting pursuant
to provisions of Section 152 of the Act and rules made thereunder and being eligible,
offers herself for re-appointment at the ensuing Annual General Meeting.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
A calendar of meetings is prepared and circulated in advance to the Directors. During
the year under review, five board meetings were held. These meetings were held on 29th
May, 2024, 31st July, 2024, 29th October, 2024, 29th January 2025 and 26th March, 2025.
CHANGES IN KEY MANAGERIAL PERSONNEL (KMP)
During the year under review, Mr. Subhash Anand was appointed as the Chief Financial
Officer of the Company in place of Mr. Deepak Rastogi, w.e.f. 1st December, 2024.
Mr. Rabindra Purohit has been appointed as a Company Secretary and Compliance Officer
of the Company w.e.f 1st February, 2025 in place of Mr. Gaurav Munoli.
A STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
During the year under review, Mr. Sujal Anil Shah and Mr Jayesh Hirji Shah were
re-appointed as an Independent Director of the Company.
The Board is of the opinion that Mr. Sujal Anil Shah and Mr Jayesh Hirji Shah are
persons of high integrity and reputation and have the requisite expertise and experience
including the proficiency.
COMPOSITE SCHEME OF ARRANGEMENT BETWEEN SUBSIDIARIES OF THE COMPANY The Hon'ble
National Company Law Tribunal (NCLT), Mumbai has sanctioned the Composite Scheme of
Arrangement between Mahadhan AgriTech Limited (MAL) (Formerly known as Smartchem
Technologies Limited) (Demerged Company or Transferee Company), Deepak Mining Solutions
Limited (DMSL) (Formerly known as Deepak Mining Services Private Limited) (Resulting
Company) and Mahadhan Farm Technologies Private Limited (MFTPL) (Transferor Company) and
their respective shareholders vide its order dated 28th June, 2024. The certified
true copy of the Order was received on 11th July, 2024 and the Scheme is effective from
1st August, 2024. As per the Scheme, TAN Business demerged from Demerged Company to the
Resulting Company and Transferor Company amalgamated with the Demerged/Transferee Company.
Pursuant to the Scheme becoming effective, MFTPL ceased to be the subsidiary of MAL and
step down subsidiary of the Company.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / STATUTORY AUTHORITIES
As disclosed in the last year's report, effective 15th May, 2014, domestic gas supply
to the Company was arbitrarily stopped by the Ministry of Petroleum and Natural Gas. The
Company successfully challenged the same before the Hon'ble Delhi High Court, which, by
its Orders dated 7th July, 2015 and 19th October, 2015 directed the Government of India
(GoI) to restore the supply of gas. Against the cited order, a review petition filed by
the GoI, challenging the said Orders was rejected by the said Court. Further, the GoI also
filed the Special Leave Petition (SLP) before the Hon'ble Supreme Court of India against
the Order of Hon'ble Delhi High Court, which was also disposed without granting any relief
to the GoI. The GoI has filed an affidavit before the Hon'ble Delhi High Court stating
that Inter Ministerial Committee (IMC) has decided to recommend supply of pooled gas to
the Company, subject to approval of the Competent Authority. GoI has further filed an
application in the Hon'ble Delhi High Court seeking dismissal of the matter. The Company
is contesting the said application since the Competent Authority has not decided based on
the recommendation of the said IMC and the application so filed is pre-mature. The Hon'ble
Delhi High Court asked GoI to bring the IMC decision/ report on record, if not filed then
the matter will be proceeded further without the report. Due to subsequent development in
the issue, the appeals were rendered infructuous and disposed by Hon'ble Delhi High Court
on 19th November, 2024.
There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.
INDIAN ACCOUNTING STANDARDS, 2015
The annexed financial statements for the Financial Year 2024-25 and corresponding
figures for 2023-24 comply in all material aspects with Indian Accounting Standards
notified under section 133 of the Act, the Companies (Indian Accounting Standards) Rules,
2015 and other relevant provisions of the Act.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements incorporating the duly audited financial
statements of the subsidiaries, and prepared in compliance with the Act, applicable
Accounting Standards and Listing Regulations form part of this Annual Report.
A separate statement containing the salient features of Company's subsidiaries,
associates and joint venture in the form AOC-1 is annexed separately and forms part of
this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and based on the guidance and insights from the Auditors
and pursuant to the provisions of sub-section (5) of Section 134 of the Act, your
Directors confirm that:
i. in the preparation of annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii. the accounting policies have been selected and applied 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 on 31st March,
2025 and of the profit and loss of the Company for that period;
iii. proper and sufficient care have been taken for 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;
iv. the annual accounts are prepared on a going concern basis;
v. internal financial controls, to be followed by the Company are duly laid down and
these controls are adequate and were operating effectively; and
vi. systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE ACT
During the year under review, there were no frauds reported by the auditors to the
Audit Committee or the Board under Section 143(12) of the Act.
STATUTORY AUDITORS AND THEIR REPORT
The Shareholders of the Company at the Forty-First Annual General Meeting held on 26th
August, 2021 had accorded their approval pursuant to the provisions of Sections 139, 141
and other applicable provisions of the Act and Rules made thereunder to appoint, M/s. P G
BHAGWAT LLP, Chartered Accountants as the Statutory Auditors of the Company for a period
of five years commencing from the conclusion of Forty-First Annual General Meeting until
the conclusion of Forty-Sixth Annual General Meeting.
The Auditors' Report to the Shareholders for the year under review does not contain any
qualification, reservation or adverse remark or disclaimer.
SECRETARIAL AUDITORS & SECRETARIAL STANDARDS
The Secretarial Auditor, Mr. Ashish Garg, Practising Company Secretary, has issued
Secretarial Audit Report (Form MR-3) for the Financial Year 2024-25 pursuant to Section
204 of the Act and pursuant to Regulation 24A of the Listing Regulations which is annexed
to Directors' Report (Refer Annexure-1). The report does not contain any
observation or qualification requiring explanation or comments from the Board under
Section 134(3) of the Act.
Pursuant to Regulation 24A of the Listing Regulations, M/s. Jog Limaye &
Associates, Practising Company Secretary, the Secretarial Auditor of Mahadhan AgriTech
Limited (Formerly known as Smartchem Technologies Limited) and Performance Chemiserve
Limited and Mr. Ashish Garg, Practising Company Secretary, the Secretarial Auditor of
Deepak Mining Solutions Limited, material subsidiaries, have issued Secretarial Audit
Report (Form MR-3) for the Financial Year 2024-25. The said reports thereon are annexed as
Annexure 8, 9 and 10 to the Board's Report.
In accordance with the amended Regulation 24A of the Listing Regulations, the Board
based on the recommendation of the Audit Committee, has approved the appointment of GDR
& Partners LLP, Company Secretaries for conducting Secretarial Audit of the Company
for a period of 5 years w.e.f. Financial Year 2025-26 to Financial Year 2029-30, subject
to the approval of the Shareholders of the Company at the ensuing Annual General Meeting
of the Company.
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.
COST RECORDS AND COST AUDITORS
In accordance with the provisions relating to maintenance of cost records as specified
by the Central Government under sub-section (1) of Section 148 of the Act, the Company is
required to maintain respective cost records and accordingly, such accounts and records
were made and maintained.
The Cost Audit Report for the Financial Year ended 31st March, 2024 was duly
filed with the Central Government (Ministry of Corporate Affairs) on 25th October, 2024.
The Shareholders of the Company at the Forty-Fourth Annual General Meeting held on 10th
September, 2024 have ratified the remuneration of Rs 2.25 lakhs plus GST as applicable and
reimbursement of travel and out-of-pocket expenses payable to M/s Harshad S. Deshpande
& Associates, Cost Accountants, the Cost Auditors of the Company for the Financial
Year 2024-25.
The Board, based on the recommendation of the Audit Committee, has appointed M/s
Harshad S. Deshpande
& Associates, Cost Accountants as Cost Auditors for the financial year 2025-26. The
remuneration of Rs 2.5 lakhs plus GST as applicable and reimbursement of travel and
out-of-pocket expenses incurred in connection with the aforesaid audit, is proposed to be
paid to the Cost Auditors, subject to ratification by the Members of the Company at the
ensuing AGM.
INTERNAL AUDITORS
The Board, on the recommendation of the Audit Committee, has re-appointed Ernst &
Young LLP as the Internal Auditors of the Company for the Financial Year 2025-26 who are
the Internal Auditors of the Company since Financial Year 2016-17.
PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES
Details of investments made, loans advanced and guarantees given by the Company are
given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All contracts/arrangement/transactions entered by the Company during the period under
review with related parties were in compliance with the applicable provisions of the Act
and Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all
related party transactions which are foreseen and of repetitive nature. Pursuant to the
said omnibus approval, details of transaction entered into is also reviewed by the Audit
Committee on a quarterly basis.
All related party transactions entered during the financial year 2024-25 were in the
ordinary course of business, at arm's length and not material under the Act and Listing
Regulations. None of the transactions required members' prior approval under the Act or
Listing Regulations.
Details of transactions with related parties during the financial year 2024-25 are
provided in the notes to the financial statements. There were no transaction requiring
disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC–2 does
not form a part of this Report.
In line with the requirements of the Act and the Listing Regulations, the Company has
formulated a Policy on Materiality of Related Party Transaction and on Dealing with
Related Party Transactions which is also available on the Company's website at
https://www.dfpcl.com/company-policies.
CORPORATE GOVERNANCE
Pursuant to provisions of Listing Regulations, a separate section titled
‘Corporate Governance' is attached to this Annual Report.
Further, a certificate from the Statutory Auditors of the Company regarding compliance
with the requirements of Corporate Governance as required under Schedule V of the Listing
Regulations also forms part of this report.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
Report on the performance and financial position of subsidiaries, associates and joint
venture company in Form AOC-1 is annexed to Board's Report (Refer Annexure-2).
ENHANCEMENT OF STAKE IN PLATINUM BLASTING SERVICES PTY LTD
Deepak Mining Solutions Limited (DMSL), the wholly owned subsidiary of the Company has
enhanced its shareholding in its Australian Subsidiary and Step Down Subsidiary of the
Company, Platinum Blasting Services Pty Limited (PBSPL), from 65% to 85% by buying shares
from other existing shareholders of the PBSPL for an aggregate consideration of 11.78
million AUD equivalent to INR 64,10,64,330/- (Rupees Sixty Four Crores, Ten Lakhs, Sixty
Four Thousand and Three Hundred and Thirty) based on valuation guidance report from one of
the Big Four accounting firms in Australia.
ENTERING INTO OPTIONS AGREEMENT
Deepak Mining Solutions Limited ("DMSL" or "Issuer"), a wholly
owned material subsidiary of the Company has issued Compulsorily Convertible Debentures
("CCD") of Rs 800 Crores to Tata Capital Limited (Investor 1 – Rs 500
Crores) and SCM Growth LLP (Investor 2 – Rs 300 Crores) (hereinafter jointly referred
as "Investors"), on private placement basis.
In this regard, the Company has executed an Option Agreement entered between the
Company, DMSL, Investors and Catalyst Trusteeship Limited (Debenture Trustee) to allow Put
and Call Option under the agreement, which can be exercised under certain specified
circumstances.
AWARDS AND ACCOLADES
Please refer to section "Winning Recognition" in this Annual Report for
details of the awards received by the Company during the year under review.
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors of the Company has constituted Nomination and Remuneration
Committee and also approved the Nomination and Remuneration Policy which inter-alia
contains appointment criteria, qualifications, positive attributes and independence of
Directors, removal, retirement and remuneration of Directors, Key Managerial Personnel
(KMP) and Senior Management Personnel of the Company.
A copy of the Nomination and Remuneration Policy is enclosed as Annexure 3 and
is also available on the website of the Company at https://www.dfpcl.com/company-policies.
RISK MANAGEMENT COMMITTEE
The Board of Directors of the Company has constituted a Risk Management Committee to
assess risks in the operations of business units of the Company, to mitigate and minimize
risks assessed in the operations of business units, periodic monitoring of risks in the
operations of business units, to look after cyber security and other matters delegated to
the Committee by Board of Directors of the Company from time to time.
Information on the development and implementation of Risk Management Policy of the
Company including identification therein of elements of risk which, in the opinion of the
Board may threaten the existence of the Company is given in the Corporate Governance
Report and Management Discussion and Analysis.
The details of composition of Risk Mananagement Committee and other details are
provided in the Corporate Governance Report. The Board of Directors of the Company at
their meeting held on 29th January, 2025 has re-constituted the Risk Management Committee.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Your Company as a responsible Corporate Citizen, is engaged in concerted CSR
initiatives through Ishanya Foundation, as Implementing Agency for CSR activities.
The details of the initiatives taken by the Company on CSR during the year as per the
Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure
forming part of this report (Refer Annexure-4).
The Board of Directors of the Company has approved a comprehensive CSR Policy as per
the amended provisions of the Act. The CSR policy as also the CSR Projects as approved by
the Board of Directors are available on the website of the Company at the following links:
https://www.dfpcl.com/ uploads/2021/05/CSR-Policy_DFPCL. pdf
The details of composition of Corporate Social Responsibility Committee and other
details are provided in the Corporate Governance Report.
AUDIT COMMITTEE COMPOSITION
The details of composition of Audit Committee and other details are provided in the
Corporate Governance Report.
ANNUAL RETURN
In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company is available on the website
of the Company at the link: https://www.dfpcl. com/investors/ annual-return/
PERFORMANCE EVALUATION OF CHAIRMAN, DIRECTORS, BOARD AND COMMITTEES
Information on the manner in which formal annual evaluation has been made by the Board
of its own performance and that of its committees and individual directors is given in the
Corporate Governance Report.
INDEPENDENCE OF DIRECTORS
All the Independent Directors of the Company have given declaration that they meet the
criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and
Listing Regulations and they are not aware of any circumstances or situation, which exist
or may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence.
The Board of Directors have taken on record the declaration and confirmation received
from the Independent Directors and verified the veracity of such disclosures.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company follows the practice of conducting familiarisation programme of the
independent directors as detailed in the Corporate Governance Report which forms part of
the Annual Report.
WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical conduct. The Company has a Whistle Blower Policy under which the
employees and other persons are free to report violations of the applicable laws and
regulations and the Code of Conduct. Further, as per the provisions of Regulation 18 (3)
of the Listing Regulations read with Part C of Schedule II to Listing Regulations, the
Audit Committee on a quarterly basis reviewed the functioning of whistle blower
mechanism of the Company and found the same satisfactory.
A copy of the Whistle Blower Policy is available on the website of the Company at
https://www.dfpcl.com/company-policies.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company's internal financial control systems are commensurate with the nature,
size and complexity of the businesses and operations. These are periodically tested and
certified by Statutory as well as Internal Auditors and a firm of Independent Chartered
Accountants. Significant audit observations and the follow-up actions are reported to the
Audit Committee.
MATERIAL CHANGES AND COMMITMENTS
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 and
the date of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to the provisions of Section 136 (1) of the Act and as advised, the statement
containing particulars of employees as required under Section 197 (12) of the Act read
with Rule 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, will be available for inspection. Members interested in obtaining
a copy of the same may write to the Company Secretary at investorgrievance@dfpcl.com and
the same will be furnished on request. Hence, the Annual Report is being sent to all the
Members of the Company excluding the aforesaid information.
The details of remuneration drawn by Mr. Sailesh C. Mehta, Chairman and Managing
Director from the Company is provided in the Corporate Governance Report.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR
Except for cessation of MFTPL as the subsidiary of MAL and step down subsidiary of the
Company pursuant to the Scheme as reported above, there were no other instances during the
year under review.
COMPOUNDING APPLICATION UNDER THE COMPANIES ACT, 2013
During the year under review, the Company has filed an application for compounding
under Section 441 of the Companies Act, 2013, for the alleged non-disclosures under
Section 129 of the Companies Act, 2013, namely, non-disclosure of immovable
property in the books of account, contingent liabilities, and investments, as the
Registrar of Companies, Pune has suggested to do so and the Company wanted to settle the
matter to avoid future litigations, though the Company believes that it has always been in
compliance with the provisions of Section 129 of the Act and the applicable Indian
Accounting Standards (Ind AS).
FIXED DEPOSITS
Your Company has not accepted any deposits, covered under Chapter V of the Act and
hence no details pursuant to Rule
8 (v) and 8 (5) (vi) of the Companies (Accounts) Rules, 2014 are reported.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act). The Company has a policy on Prevention of
Sexual Harassment at Workplace and the same has been uploaded on the internal portal of
the Company for information of all employees.
Pursuant to Section 22 of the POSH Act read with Rules made thereunder, the Company
during the year has received one complaint and the same has been investigated and resolved
as per the provisions of the POSH Act.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required by the Companies (Accounts) Rules, 2014, the relevant data pertaining to
conservation of energy, technology absorption and foreign exchange earnings and outgo are
annexed to Board's Report (Refer Annexure - 5)
PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
There are no proceedings initiated/pending against the Company under the Insolvency and
Bankruptcy Code, 2016 which can have a material impact on the business of the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Regulation 34(2) of the Listing Regulations as amended, inter alia, provides that the
annual report of the top 1,000 listed entities based on market capitalisation (calculated
as on 31st March of every financial year), shall include a Business Responsibility And
Sustainability Report.
As the Company is one of the top 1,000 listed entities, the Company has presented its
Business Responsibility And Sustainability Report (BRSR) for the financial year 2024-25,
which is part of this Annual Report.
As a green initiative, the BRS Report has been hosted on the Company's website and can
be accessed at https://www.
dfpcl.com/uploads/2025/08/Business-Responsibility-and-Sustainability-Report-2024-25.pdf.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT INCLUDING PEOPLE
EMPLOYED
The overall industrial relations in the Company were cordial. The manpower employed is
around 1,018 employees.
ONE TIME SETTLEMENT WITH BANKS AND FINANCIAL INSTITUTIONS
The Company has not made any one-time settlement for loans taken from the Banks or
Financial Institutions, and hence the 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 reasons thereof is not applicable.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation to the Company's
bankers, customers, vendors, investors and all other stakeholders for their continued
support during the year. Your Directors are also pleased to record their appreciation for
the dedication and committed contribution made by employees at all levels who, through
their competence and hard work, have enabled your Company to achieve good performance
amidst challenging times and look forward to their support in the future as well.
For and on behalf of the Board
Place: Pune Sailesh Chimanlal Mehta Dated: 22nd May, 2025 Chairman and Managing
Director DIN: 00128204
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