BOARD'S REPORT Dear Members, Your Directors are pleased to present the 63rd Annual Report along with the Audited financial statements for the financial year ended March 31, 2015. RESULTS FROM OPERATIONS During the year under review, the Company on a Standalone basis, earned a revenue of Rs.1,352.39 lakhs, (Previous year Rs.1,521.91 lakhs). The profit before tax for the year under review was Rs.105.10 lakhs (previous year Rs.206.54 lakhs) and profit after tax was Rs.72.86 lakhs for the year under review as against Rs.142.16 lakhs in the previous year. The Company on a consolidated basis recorded a revenue of Rs.14,181.80 lakhs in the financial year 2014-2015 (Previous year Rs.14,137.47 lakhs). In the financial year 2014-15, the profit after tax was Rs.95.38 lakhs as against Rs.1,101.28 lakhs in the previous year. DIVIDEND Your Directors are pleased to recommend a final equity dividend of Rs.5 per equity share of Rs.10 each (50%) [previous year Rs.10 per equity share i.e. interim dividend of Rs. 7.50 per equity share and final dividend of Rs. 2.50 per equity share] for the year ended March 31, 2015. Total cash outflow in relation to the equity share dividend will be Rs. 138 Lakhs (previous year Rs. 268.29 Lakhs), including dividend distribution tax of Rs. 23.34 Lakhs (previous year Rs. 38.97 Lakhs) TRANSFER TO RESERVE The Board of Directors of your Company proposes to retain the entire profit after tax i.e. Rs.72.86 Lakhs in the Statement of Profit & Loss for the financial year 2014-15 (previous year Rs. 142.16 Lakhs). During the previous year, Rs.15 Lakhs were transferred to General Reserve. CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements of the Company and its subsidiaries, joint venture and associate companies are prepared in accordance with the relevant Accounting Standards (AS) i.e. AS 21 and AS 27, issued by the Institute of Chartered Accountants of India and provisions of the Listing Agreement and the Companies Act, 2013 ('Act'), and shall form part of this Annual Report. The consolidated financial statements of the Company for the financial year 2014-15 includes financials of its subsidiaries i.e. Fermenta Biotech Limited, Fermenta Biotech (UK) Limited, G.I. Biotech Private Limited, Aegean Properties Limited, CC Square Films Limited ('Subsidiaries'), Vasko Glider s.r.o. ('Joint Venture'); and associate companies, Health and Wellness India Private Limited and Zela Wellness India Private Limited ('Associate companies'). SUBSIDIARY COMPANIES The individual financial statements and other reports of the Company's Subsidiaries, Joint Venture and Associate companies has not been attached to the financial statements of the Company for the financial year 2014-2015. The annual financial statements of the Company's Subsidiaries, Joint Venture, Associate companies and its related information will be made available to any member of the Company seeking such information. The financial information of the Company's Subsidiaries, Joint Venture and Associate companies provided in this section may be read along with the information provided under the heading 'Consolidated Financial Statements' of this report. In accordance with the provisions of section 129 (3) of the Act, read with Rule 5 and Rule 8 of the Companies (Accounts) Rules, 2014 [as amended from time to time], the Company has attached a separate statement, containing salient features of the financial statements of Company's Subsidiaries, Joint Venture and Associate companies in Form AOC I on page no. 38, of this report. During the year under review, no company has become or ceased to be a subsidiary, joint venture entity or associate company. The financial statements of the Company's Subsidiaries, Joint Venture and Associate companies will be kept open for inspection at the registered office of the Company, during business hours on all working days, except Saturdays, upto the date of the ensuing 63rd Annual general meeting of the Company. The standalone and consolidated financial statements of the Company, along with the financial statements of the Company's Subsidiaries, Joint Venture, Associate companies and its related information as attached to this report have been uploaded on the website of the Company (www.dil.net ). Your Company has adopted the material subsidiary policy in the year under review. The material subsidiary policy has been posted on the Company website (<http://www.dil.net/Company-Policies.html>). Shareholders interested in obtaining copies of the annual financial statements of each of the Company's Subsidiaries, Joint Venture, and Associate companies, may write to the Company Secretary at the registered office address of the Company. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) The operations of your Company during the financial year 2014-15 mainly include: a. Ongoing Strategic investments in pharmaceuticals and wellness management; b. Engaged in research, development and product delivery across biotechnology, pharmaceuticals and environmental solutions through its subsidiary, Fermenta Biotech Limited (FBL); and c. Property rentals, treasury operations and production of motion pictures. This MD&A section, as discussed below, covers the management perspective and review of operational performance of the Company and its subsidiary, FBL. The industry perspectives pertaining to pharmaceutical, biotech and environmental solutions are as follows: India has earned an eminent global position in the pharmaceutical sector. Ranked third globally in terms of volume and thirteenth in terms of value, India accounts 10% of the global productions. Going ahead, the Indian pharmaceutical industry is expected to grow from USD 34 billion in 2013-14 to USD 48 billion by 2017-18 at a Compounded Annual Growth Rate (CAGR) of 14% - a reflection of increased consumer spending, urbanization and healthcare insurance. The Indian Pharmaceutical sector has been adopting various measures to ensure affordable healthcare expenses, primarily through introduction of generic drugs. India's generic drugs sector is the largest global suppliers of generic medicines which accounts 20% of global exports by volume. India's generic market has good growth potential and is expected to reach USD 26.10 million by 2016. The Indian biotechnology industry is strategically positioned to meet the growing demands of global biotech markets. The Indian biotechnology industry has grown in the last three decades - an increase from Rs. 23.045 billion in 2002-03 to over ten times in 2014-15. The growth of biotechnology sector is catalyzed by upsurge in domestic and export markets, policy support and increased investments. The Active pharmaceutical Ingredients (API) market in India is expected to grow at a CAGR of 10.76% between 2014 to 2019. One major emerging trend in API industry is the focus on research and development and introduction of high potency API, which are increasingly used for target therapy. A key contributor to the growth of API market in India is the increased outsourcing by global pharmaceutical companies to cost effective manufacturers in India. Key factors of Indian API manufacturers' in consolidating the regulated export markets include yield improvements, process modifications, increased throughput of high volume products and wider market footprints. India enjoys a moderate share of the global industrial enzymes market and is expected to grow at a steady rate in the coming years. There is a growing opportunity of focused R&D knowledge based innovation in industrial enzymes, which has been replacing polluting chemical process to eco-friendliness and environment sustainability process. India being one of the most populated countries in the world as well as one of the most rapidly developing nation, generates considerable amount of waste. The waste management market is expected to be around USD13.62 billion by 2025, while the Indian municipal waste management market is expected to grow at a CAGR of 7.14% till 2025. Performance: During the year under review, FBL on a Standalone basis, recorded a revenue of Rs.12,931.10 lakhs (Previous year Rs.12,716.79 lakhs). The profit before tax for the year under review was Rs.189.40 lakhs (previous year Rs.1,063.69 lakhs) and profit after tax was Rs.32.60 lakhs for the year under review as against Rs.796.03 lakhs in the previous year. FBL on a consolidated basis recorded revenue of Rs. 12,931.10 lakhs in the financial year 2014-2015 (Previous year Rs. 12,724.79 lakhs). The profit after tax was Rs. 25.43 lakhs as against Rs. 803.89 lakhs in the previous year. Strength: Cost efficiency and competence are the primary strengths of Indian pharmaceutical industry. Cost of setting manufacturing facilities, cost of production and Labour components are highly cost effective in comparison to US and other developed markets. India has a skilled workforce coupled with high technical competence in comparison to other Asian competitors. India has second largest number of US FDA approved manufacturing plants outside USA. Manufacturing standards in India mandate compliance of different international standards and regulations. Consistent improvements in R&D capabilities of Indian API manufacturers have gained recognition in highly regulated markets of USA & Europe. Opportunities and Outlook: Indian pharmaceutical companies are also consolidating their export growth in regulated and semi regulated markets. In terms of volume, India is the world's largest producer of generic medicines. Indian generic drugs account 20% of global generic drug exports. Value wise, exports of pharmaceutical products has been expanding to more than 200 countries, with USA as the key market. Healthcare spending is expected to rise at a CAGR of 20% to USD 280 billion from USD 65 billion during 2012-20. Pharmaceutical sales are expected to increase to 27% by 2016 from 18.90% in 2008, as well. Growing health awareness, changing attitudes towards preventive healthcare, rising income level, sizeable geriatric population are expected to strengthen the need for organized healthcare services in India. The Indian healthcare is poised to grow due to growing demands, encouraging government policies, increasing investment in R&D and innovation in India. The waste management industry is focusing on innovative ways to treat varied forms of waste. FBL is positioned to align its capabilities with Government's plans in waste management sector by forging public private partnership. Concerns: Concerns of Indian bulk drug manufacturers are mainly due to the dependence on bulk imports of Chinese drugs. A recent KPMG India analysis of imports data of nine strategically important intermediates suggests that by having a majority share in imports, China has become the major supplier of intermediates and APIs to the Indian manufacturers. Further, increasing competition from China is another factor for not achieving expected growth in the Indian bulk drug exports and domestic market as well. Tradition way of treating waste like dumping, landfilling, incinerating, among others seem unviable with land sites for waste disposal due to environmental concerns. Despite notifying relevant regulations, guidelines and procedures, implementation of effective waste management is below the set standards. PROPERTY DEVELOPMENT AND RENTALS Industry Perspective: Rolling out various attractive incentive schemes and tax benefits to the Information Technology/Information Technology Enabled Services (IT/ITES) sector, the Government of Maharashtra unveiled its new IT/ITES policy in 2015. The new IT/ITES policy 2015 aims to accelerate investment(s) in IT/ITES sector, employment generation, higher exports. Under the new IT/ITES policy 2015, the definition and scope of the information technology enabled services is inclusive in nature, which would result in a wide range of users to occupy IT/ITES units. The Government has introduced various fiscal incentive schemes for the benefit of the IT/ITES sector. IT/ITES units having Green Building Certification will enjoy additional exemptions in terms of certain statutory compliances viz relaxations in labour laws and ease in compliance. The new IT/ITES policy 2015 also provides real estate benefits to IT/ITES buildings duly approved by District Industries Centre (DIC). The real estate industry reacted cautiously to the announcements made in the budget 2015, government initiatives and other market developments. No major announcements were made in the last union budget for the real estate industry, however measures like boosting infrastructure growth, speedy government approvals and easing FDI norms will have positive impact on real estate activities in the coming years. It is expected that during the financial year 20082020, the market size of real estate industry will increase at a compounded annual growth rate (CAGR) of 11%. Amongst other areas of development in real estate industry, growth in commercial real estate will have significant impact in the ensuing years. In a study conducted by a leading real estate consultancy company, Mumbai Metropolitan Region is considered as a preferred commercial real estate destination with moderately good returns in future. IT & ITES, consultancy and e-commerce will be the key drivers in office space in the coming years. Performance: As reported earlier, your Company has obtained permission from Thane Municipal Corporation to redevelop part of its property situated at DIL Complex, Thane into Information Technology (IT)/Information Technology enabled Services (ITES) Park- (Thane One), an environmentally concious complex with a green ambience build to LEED Platinum rating building standards, duly registered with DIC. As on the date of this report, almost 85% of finishing work of 'Thane One' has been completed. Fit out works of tenants have already commenced. Barring unforeseen circumstances, 'Thane One' building is expected to be ready for occupation on or before October 30, 2015. In 2014-15, your Company reported a decrease in property income from Rs.1,274.65 lakhs in the previous year to Rs.1,065.54 lakhs in the year under review. Key aspects of such decline of such revenue were unvarying rental income from Company's properties and non utilization of surrendered licensed premises in DIL Complex. Opportunities and Outlook: In the backdrop of above and with the growing demands, the commercial office space in Mumbai Metropolitan Region has been experiencing surge in demand for commercial office space. Improved road connectivity, good infrastructure, lower rentals as compared to Central Business Districts (CBD) and large working class population are key factors for entities to look out for commercial space in Thane. Thane over a period of time has shaped into as the next best business destination to the commercial capital of India, Mumbai. The growth of Thane as a thriving business location, has been attracting sectors like IT & ITES, BPOs, Consultants, banking, finance into her fold. Taking into consideration factors like growing market sentiments; new IT/ITES Policy 2015 and opportunities in Thane as a preferred office space destination, your Company has geared up to cater the needs of cost concisions office space occupants in Thane One. Concerns: In the year under review, the office real estate recovered slowly from the previous years' muted market sentiments. Positive change in business activities and improvements in office leases has been reflected in 2014-15. The trend of improved leasing activity in office space is expected to continue in the coming years. Translating the growing demands for office lease for cost conscious occupants will be a challenge especially when the office real estate market is in recovery phase. Delay in completion of projects and its related governmental approvals may result in significant overrun in project completion schedule and its cost and interest as well. Treasury Operations: In 2014-15, revenue earned from treasury operations of the Company increased by almost 15% to Rs. 281.25 lakhs from Rs. 244.79 lakhs in the previous year. Key factors for increase in revenue from treasury operations in the financial year 2013-14 were attributed to increased interest on surplus funds and profit on redemption of current investments. As informed earlier, your Company's investments in mutual funds and fixed deposits are encashed/ withdrawn on need basis to meet the funding requirements of the on-going Thane One project. The exemptions announced in the Union budget 2015 pertaining to treasury operations, evoked mixed reactions and there are no material benefits from such exemptions. All existing investment and new proposals of the Company are reviewed by its Investment Committee in accordance with the laid parameters and regulatory provisions for such investments. ENTERTAINMENT DIVISION (WHITE STRIPES ENTERTAINMENT): Industry Perspective: The Government of India has supported the Media and Entertainment (M&E) sector by introducing various initiatives such as easing of FDI norms and granting industry status to film industry for accessing to institutional finance. The road ahead for M&E industry looks positive. The growth of M&E is mainly driven by cable and satellite platforms, increased digitalization, and internet usages. Revenue from film industry, including grant of cable & satellite rights, is projected to grow steadily. Performance: The operations of White Stripes Entertainments', a division of your Company, in the year under review has remained unchanged. In 2014-15, White Stripes Entertainments' continued to hold onto the strategic alliance with a leading production house for the remake of a Hindi film project and are in the process of finalizing the cast and other talent. In the year under review, the division has reviewed some proposals to identify right opportunities to capitalize its intellectual properties for better returns. White Stripes Entertainments' has initiated a joint development of a new film project based on preferred themes with a modest budget. Opportunities and Outlook: In 2014, the Indian Media and Entertainment (M&E) industry registered a growth of 11% to INR 1026 billion, growing at compound annual growth rate (CAGR) of 15 % between 2013 and 2018. Indian M&E industry is on a growth phase, mainly backed by televisions revenue, digitisation, higher internet and mobile phone usage and download of paid applications. Surge in foreign direct investments clearly indicates positive intentions of foreign entities in the Indian M&E sector. Concern: Piracy in M&E industry has been a concern. Implementing measures like proactive compliance, stricter vigilance, quicker enforcement and awareness programmes of pirated contents amongst users, in a consistent manner will help in resolving such threats. Associate Companies: The Company has been investing in Associate Companies, engaged in wellness activities. Considering the on going business plans and future opportunities of Associate Companies, your Company expects to yield desirable returns in the coming years. INTERNAL CONTROL SYSTEMS The Company maintains appropriate internal control systems, commensurating to its size, nature of operations, reporting(s) and compliance with applicable laws and Company's procedures. During the year under review, the Company's Internal auditors, M/s. M. M. Nissim & Co., Chartered Accountants, conducted and reported the effectiveness and efficiency of these systems and adherence of procedures as per the policies of the Company. The Company has a well staffed, experienced and qualified Finance Department who plays an important role in implementing and monitoring the internal control environment and compliance with statutory requirements. The Audit Committee and the Board of Directors reviews the report(s) of the independent Internal Auditor at regular intervals on the adequacy and effectiveness of Internal Control system and suggest improvements and corrective actions for implementation. HUMAN RESOURCES The manpower strength for the financial year 2014-15 was stable with a closing headcount of 46 personnel across all levels. The organisation continued to strengthen its team with focus on Organisational Development (OD) interventions and retention programmes. Personal Profile Analysis and Human Job Analysis using behaviour assessment tools from Thomas Assessments were pursued to facilitate introduction to competency mapping for each job role. Trainings including technical assistance, behavioral sessions and Leadership excellence were conducted to step up competencies of the workforce. Employee engagement activities were conducted to facilitate overall enhancement of employee motivation. Retention strategies like Retention Bonus, Association Bonus, Project Incentives, Higher Education & Extended Medical benefits to family members were strengthened to maintain attrition levels as per industry standards. Compensation & Benefits surveys were also conducted to facilitate industry benchmarking. Your Company plans to continue its measures to strengthen the team with further initiatives on OD and participate in Executive Development Programmes for the senior management. The information required pursuant to Section 197 of the Companies Act, 2013 ("Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report. However, in terms of Section 136 of the Act, this report including financial statements is being sent to the members and others entitled thereto, excluding the said Information on employees' particulars. Members can inspect the said information at the Registered Office of the Company during business hours on any working day (excluding Saturday) up to the date of this 63rd Annual General Meeting (AGM) or can obtain its copy by writing to the Company Secretary at the registered office address of the Company. INFORMATION TECHNOLOGY: Information Technology (IT) continues to support business operations in the Company, through continued investment in the enterprise wide ERP platform including Data Reporting. The Company's IT Team manages all the locations with state of the art technology and have been at the forefront of new technology adoption in India. In addition, mobility solution is in place for all individuals who execute sales transactions in the market place IT has played a key role in bringing agility and availability to Company's operations. Your Company continues to drive resilience through targeted remediation of high risk IT components, including hardware, databases, operating systems and applications. Annual Application & Control audits are undertaken to ensure consistent remediation of any business and process risks. Alongside the investment in technology, the Company is also improving its service management processes to prevent any defects in the IT environment and to enable faster resolution of any such incidents with minimum business disruption. AWARDS: Your Company has received 'Asia Pacific Property Awards - Best Office Architecture, India 2013 -14' for the 'Thane One' Corporate Park, an IT/ITES project of your Company. DEPOSITS Your Company has not accepted any fixed deposits and no principal or interest is due to the public as on March 31, 2015. CREDIT RATING During the year under review, the Company has received 'Long Term' Credit rating of 'BBB- /Stable' as reaffirmed by CRISIL. The rating 'BBB' reflects that the instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations and such instruments carry moderate credit risk. DIRECTORS Independent Directors: In Compliance of Section 149 and 152 of the Act, read along with Companies (Appointment and Qualifications of Directors) Rules, 2014 along with Schedule IV and pursuant to members' approval in the Annual General Meeting of the Company held on September 24, 2014, Mr. Sanjay Buch and Mr. Vinayak Hajare can hold office as Independent and non-retiring directors for a term of five consecutive years i.e. upto 31st March, 2019. The Independent Directors have made declarations to the Company, confirming that they meet the conditions of independence laid down in sub section 6 of section 149 of the Act and clause 49 of the Listing Agreement. Chairman: During the year under review, the Board of Directors of the Company accepted the letter dated February 10, 2015 of Mr. G.G Desai to retire as Chairman and Non-Executive Independent Director of the Company effective from February 14, 2015, due to his advanced age and health conditions. The Board members placed on record their appreciation for the valuable services rendered and guidance provided by Mr. G.G. Desai during his association as Chairman and Non-Executive Independent Director of the Company. Recognizing Mr. Desai's long-standing contribution to the Company and with the consent of Mr. Desai, the Board of Directors decided to confer upon him an honorary position of 'Chairman Emeritus' with effect from February 14, 2015, in order to continue to benefit from his extensive knowledge and experience and avail his advisory and consultancy services as may be required by the Company, from time to time, on such terms as may be mutually decided. In view of the retirement of Mr. G.G. Desai as Chairman and Director of the Company, Mr. Sanjay Buch, NonExecutive Independent Director, was appointed as the Chairman of the Board of Directors with effect from February 14, 2015. Retirement by rotation: Mr. Satish Varma (DIN: 00003255), Non Executive Director, retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. Managing Director: Based on the recommendation of Nomination and Remuneration Committee and subject to approval of members of the Company, the Board of Directors in its meeting held on February 13, 2015 had approved re-appointment of Mr. Krishna Datla as the Managing Director of the Company, for a period of three years commencing from May 9, 2015 including the terms and conditions of said re-appointment and remuneration, as provided in Explanatory statement to resolution no. 5. Brief profile of the Directors proposed for re-appointment at the Annual General Meeting is provided on page no. 41 of this Annual Report. Key Managerial Personnel: Pursuant to the provisions of the Companies Act, 2013, the details of Key Managerial Personnel of the Company are provided in the annexed Form no. MGT-9 i.e. Extract of Annual return in Annexure II to this report on page no. 28. AUDITORS The Members in the 62nd AGM of the Company held on September 24, 2014 approved the appointment of SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration No: 324982E) as Statutory Auditors of the Company to hold office from the conclusion of 62nd Annual General Meeting (AGM) until the conclusion of 65th AGM of the Company in place of the retiring Auditors, S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration no. 101049W), subject to ratification by the members at every AGM of the Company. SRBC & Co. LLP has expressed its willingness and confirmed its eligibility under the provisions of Companies Act, 2013, the Chartered Accountants Act, 1949, rules and regulations made there under to act as Statutory Auditors of the Company for the financial year 2015-16. SECRETARIAL AUDIT REPORT The Board of Directors has appointed Mr. V. N. Deodhar (Membership No. FCS-1880), Proprietor of V. N. Deodhar & Co., Practising Company Secretaries as Secretarial Auditor of the Company for the financial year 2014-15. The Secretarial Auditor has submitted an unqualified report and is annexed to this Board's report as Annexure IV. The Secretarial Audit report forms part of this Board's report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to provisions of Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: i) In the preparation of the annual accounts for the financial year ended March 31, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates are made prudently and reasonably 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 of the Company for the year under review; iii) 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 other irregularities; iv) The annual accounts for the financial year ended March 31, 2015 have been prepared on a 'going concern' basis. v) Proper internal financial controls are devised to ensure compliance with the provisions of all applicable laws and that such internal financial controls were adequate and operating effectively. vi) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. EXTRACT OF ANNUAL RETURN FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2015 The details forming part of the extract of the annual return is enclosed as Annexure II to this Report and forms part of this Report. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE The Company has framed a code on 'Redressal of Grievances regarding sexual harassment' and has constituted an 'Internal Complaints Committee' for redressal of grievances as per the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. There were no such cases /grievances reported or pending during the year under review. COMPANY'S POLICY ON DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES, APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR. As per the Nomination and Remuneration policy of the Company (Policy), the Director(s), KMP, Senior management personnel in addition to the criteria mentioned in Companies Act, 2013 and Listing Agreement with Stock Exchange, must have relevant qualification, experience and expertise for the concerned position and should possess the highest personal and professional ethics, integrity and values. The KMP / Senior management personnel proposed to be appointed shall also possess: (a) Strong analytical and excellent communication skills; (b) collaborative and flexible style, with a high level of professionalism; (c) Leadership skills - ability to lead and motivate a team, supervise them and provide / suggest regular progress reviews and plans for improvement. Pursuant to the Policy, the Independent Directors of the Company shall be entitled for sitting fees for attending such meetings of the Board and Committee(s) Meetings. The Independent Directors shall not be entitled to any stock option of the Company. Based on the performance of the Company, the Committee may recommend payment of profit related commission to Directors as per limits laid down in Act, subject to approval of the Board and shareholders of the Company. The remuneration to Managing Director /Managerial Personnel ["Managerial Personnel"] is paid by way of salary, perquisites and allowances. The Committee shall review the performance of the Company and the Managerial Personnel and may recommend the annual increment effective 1 st April each year, for the approval of the Board. Remuneration including annual increment, if any, shall be paid within the limits of the Act and/or salary range approved by the Shareholders of the Company. The remuneration paid to the Managerial Personnel is determined keeping in view of the benchmark of the similar industry and the relative performance of the Company to the industry performance. Perquisites and retirement benefits are paid according to the Company's policy as applicable. The remuneration of KMP Senior management and other employees shall largely consist of basic salary, perquisites, statutory benefits, allowances and performance (Variable) incentives. Perquisites and retirement benefits shall be paid according to the Company's policy. The components of the total remuneration are governed by the industry pattern / benchmark, qualification and experience of each employee. The annual variable remuneration of managers including KMPs and Senior management is linked to the performance of the Company in general and their individual performance for the relevant year measured against Company's objectives fixed at the beginning of the year. ANNUAL EVALUATION OF THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS During the year under review, the Board of Directors formulated and adopted Directors Performance evaluation policy which lays down the criteria and the process for evaluation of performance of entire Board of Directors and its Committees ('Board'), Non-Independent Directors (i.e. Executive and NonExecutive Directors) and Independent Directors. The evaluation process of Board of Directors, its Committees and Individual Directors is conducted on annual basis. In case of appointment of new Independent Director / Non Independent Director, the first evaluation process of such new Independent Director / Non Independent Director will take place within six months from the date of such appointment. During the year under review, each Board member has assessed his/her performance as per the Self evaluation form and the entire Board (excluding the Director being evaluated) has done performance evaluation of all the Independent Directors as per the parameters laid down in the Policy. During the year under review, the meeting of Independent Directors of the Company was held on to: 1. review the performance of Non Independent Directors and the Board as a whole; 2. review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non Executive Directors; 3. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation was done through a structured evaluation process and forms, covering various aspects such as composition of Board, professional knowledge and expertise, performance of individual roles and duties including contribution in Board / Committee meetings, protection of interest of all stakeholders etc. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments are provided in notes to the financial statements. RELATED PARTY TRANSACTIONS All related party transactions entered into during the financial year were on an arm's length basis and in the ordinary course of business. During the year under review, the Company has not entered into any material related party transaction. In view of this, disclosure in form AOC-2 is not applicable to the Company. Pursuant to the provisions of revised clause 49 of the Listing Agreement with Stock Exchange read with applicable provisions of the Companies Act, 2013, the Board of Directors has formulated and adopted Related Party Transactions policy of the Company. The said policy can be viewed at <http://www.dil.net/> Company-Policies.html During the year under review, there were no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Except as otherwise provided in the report, none of the Director has any pecuniary relationships or transactions with the Company. INFORMATION IN ACCORDANCE WITH PROVISION OF SECTION 134(3)(m) OF THE COMPANIES ACT, 2013: (A) Conservation of energy and Technology absorption Information in accordance with provision of Section 134(3)(m) of the Act, with respect to Conservation of energy and technology absorption is not applicable to the present activities of the Company. (B) Foreign Exchange Earnings and Outgo During the year under review, there were no Foreign Exchange earnings. Foreign Exchange outgoings are provided in Note No. 34 to the Financial Statements. CORPORATE GOVERNANCE REPORT Pursuant to Clause 49 of the Listing Agreement, the Report on Corporate Governance along with the Corporate Governance Certificate issued by Mr V. N. Deodhar (Membership No. FCS-1880), Proprietor of V.N. Deodhar & Co, Practising Company Secretaries is provided in Annexure III and forms part of their Report. Details of number of Board meetings, composition of the Audit Committee, details of risk management policy and establishment of Vigil Mechanism as required under the Companies Act, 2013 are provided in the Corporate Governance Report. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Board of Directors of the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 (Act) read with Companies (CSR Policy) Rules, 2014, has constituted a Corporate Social Responsibility (CSR) Committee of the Board with effect from May 30, 2014. The composition of CSR Committee as on 31 st March, 2015 is covered in Annexure I to this report. Based on CSR Committee recommendations, the Board approved the Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. Annual report on CSR activities of the Company during the year under review is provided in Annexure I to this Board's report and forms part of this report. CHANGE IN THE NATURE OF BUSINESS, IF ANY There was no change in business and in the nature of business of your Company during the year under review. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations during the year under review. ACKNOWLEDGEMENTS Your Directors would like to express their appreciation for assistance and co-operation received from the banks, Government authorities, consultants, service providers, customers, vendors, stakeholders and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company. CAUTIONARY STATEMENT Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward-looking statements' within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed in the statements. For and on behalf of the Board of Directors Sanjay Buch Chairman Registered Office : 'DIL' Complex, Ghodbunder Road, Majiwada, Thane (West) - 400 610, Maharashtra, India. August 14, 2015. |