PARTICULARS OF EMPLOYEES
PARTICULARS OF EMPLOYEES Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure-E. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company excluding the aforesaid information. Any member interested in obtaining such information may write to Company Secretary.
NOMINATION AND REMUNERATION POLICY
NOMINATION AND REMUNERATION POLICY Your Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the requirement of Section 178 of the Act and the Listing Regulations. The Nomination and Remuneration Policy of your Company is annexed as Annexure - D and is also available on the Company’s website on www.godeepak.com
CORPORATE SOCIAL RESPONSIBILITY
CORPORATE SOCIAL RESPONSIBILITY Your Company has been one of the foremost proponents of inclusive growth and since inception, has been continuing to undertake projects for overall development and welfare of the society. The Company’s commitment to the development of weaker and underprivileged sections of society is continuing for four decades now. Through the group’s charitable trust “Deepak Foundation” and has upgraded its Corporate Social Responsibility (‘CSR’) activities to cover a larger section of the society encompassing social interventions in various developmental domains such as Health, Education, Livelihood, etc. in order to support the downtrodden, needy and marginalized citizens and also to create social infrastructure for their sustenance. During the year under review, the Company has spent ₹ 7.44 Crores on CSR activities, against the requirement of ₹ 7.44 Crores, being 2% of average of the Net Profits for the preceding three years. The Company has in place a CSR Policy which provides guidelines to conduct its CSR activities. The CSR Policy has been posted on the website of the Company at https://www.godeepak.com/wp-content/themes/twentysixteen/ companyfiles/corporate_governance_report/DNL_Corporate%20 Social%20Responsibility%20Policy.pdf The Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - C, which forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
MANAGEMENT DISCUSSION AND ANALYSIS In terms of Regulation 34 (2) (e) of SEBI Listing Regulations, read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this Report.
INTEGRATED REPORTING Your Company believes that sustainable development calls for concerted efforts towards building an inclusive, sustainable and resilient future for people and planet through harmonising economic growth, social inclusion and environment protection. In furtherance to this commitment, the Company had taken paradigm shift from compliance based reporting to governance based reporting and accordingly, in the interest of its stakeholders, the Company, on voluntary basis adopted for the first time the Integrated Reporting (IR) framework of the International Integrated Reporting Council to report on all the six capital that the Company uses to create long term stakeholder value. The Integrated Report is a part of this Annual Report, which provides a clear, concise, and comprehensive vision of business model.
BUSINESS RESPONSIBILITY REPORT
BUSINESS RESPONSIBILITY REPORT The Securities and Exchange Board of India under Regulation 34(2) (f) of SEBI Listing Regulations read with National Guidelines on Responsible Business Conduct issued by Ministry of Corporate Affairs Government of India on March 13, 2019, requires top one thousand listed companies to prepare and present a Business Responsibility Report (‘BRR’) to its stakeholders in the prescribed format describing the initiatives taken by the company on Environmental, Social and Governance perspective. As on March 31, 2021, your Company is at 164th position on the basis of capitalization at NSE and at 167th position at BSE. The Business Responsibility Report, covering initiatives on Environmental, Social and Governance aspects forming part of this Report is annexed as Annexure - B.
CORPORATE GOVERNANCE Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by Securities and Exchange Board of India (SEBI). The Report on Corporate Governance under Regulation 34 of the SEBI Listing Regulations read with Schedule V of the said Regulations forms an integral part of the Annual Report. The requisite Certificate from a Practising Company Secretary, KANJ & Co., LLP, Company Secretaries, Pune, confirming compliance with the conditions of the Corporate Governance is attached to the Report on Corporate Governance.
DIRECTORS’ RESPONSIBILITY STATEMENT
DIRECTORS' RESPONSIBILITY STATEMENT Based on the framework of Internal Financial Controls established and maintained by the Company, work performed by the Internal, Statutory, Secretarial and Cost Auditors and external agencies including audit of Internal Financial Controls over Financial Reporting by the Statutory Auditors and reviews performed by the management and relevant Board Committees, including the Audit Committee, the Board is of the opinion that your Company’s Internal Financial Controls were adequate and effective during FY 2020-21. Accordingly, pursuant to Section 134(5) of Act, the Board of Directors, to the best of their knowledge and ability confirm that: (i) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2021, the applicable accounting standards have been followed and there are no material departures; (ii) they have 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 ended March 31, 2021 and of the profit of the Company for the year ended on that date; (iii) they have taken proper and sufficient care 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 other irregularities; (iv) they have prepared the Annual Accounts on a going concern basis; (v) they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and (vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF YOUR COMPANY
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There have been no material changes and commitments affecting the financial position of the Company since the close of Financial Year i.e. since March 31, 2021 and the date of this Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.