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Directors Report of Alkyl Amines Chemicals Ltd.

Mar 31, 2023

Your Directors take pleasure in presenting the 43rd Annual Report on the business and operations of your Company together with Audited Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS:

The financial performance of your Company is as summarized below for the financial year under review:

Particulars	2022-23 '' in lakhs	2021-22 '' in lakhs
Revenue from operations	1,68,233	1,54,199
Other Income	1,391	1,499
Total Income	1,69,624	1,55,698
Profit before interest, depreciation & taxation	35,705	34,015
Interest & financial expenses	332	329
Depreciation	4,517	3,475
Profit before exceptional item	30,856	30,211
Exceptional Items	-	-
Profit before tax	30,856	30,211
Provision for tax	7,990	7,722
Net Profit after tax	22,866	22,489
Other Comprehensive Income	(187)	(35)
Total Comprehensive Income	22,679	22,454
Opening balance in retained earnings	92,347	72,974
Profit available for appropriations	1,15,026	95,428
Other adjustments due to IND AS Impact of adjustment in derivatives financial instruments	(17)	(18)
Interim Dividend paid/Dividend paid	5,109	3,064
Closing balance in retained earnings	1,09,933	92,347

2. PERFORMANCE HIGHLIGHTS AND STATE OF COMPANYâS AFFAIRS:

During the financial year under review, total Income increased from ''1,55,698 lakhs to ''1,69,624 lakhs, an increase of 8.94%. Profit before tax for the year was '' 30,856 lakhs compared to ''30,211 lakhs of the previous year (an increase of 2.13%) and Profit after tax was '' 22,866 lakhs as against '' 22,489 lakhs of the previous year (an increase of 1.68%). Your Directors do not propose to transfer any amount to the Reserves for the year ended March 31, 2023. Further details of operations are given in the Management Discussion and Analysis Report annexed herewith as âAnnexure 1â. There has been no change in the nature of business of the Company.

3. DIVIDEND:

The Board is pleased to recommend for your approval a dividend of '' 10/- (500%) per equity share on the face value of '' 2/- each for the financial year ended March 31, 2023 [Previous Year: Dividend of ''10/- (500%) per equity share of ''2/- each]. You are requested to approve the same. The dividend, if declared, shall be payable subject to deduction of tax at source, as applicable.

The dividend has been declared in line with the Dividend Distribution Policy which is framed in terms of the regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (SEBI Listing Regulations). The Dividend Distribution Policy is available on the website of the Company at https://alkvlamines.com/wp-content/uploads/2022/03/Dividend-Distribution-Policv-1.pdf

4. SHARE CAPITAL:

During the financial year, the Companyâs paid up share capital increased from '' 10,21,44,894/- consisting of 5,10,72,447 equity shares of ''2/- each to ''10,22,01,256/- consisting of 5,11,00,628 equity shares of ''2/- each.

5. SUB-DIVISION OF FACE VALUE OF EQUITY SHARES:

The Members had approved the sub-division of face value of equity shares from '' 5/- each fully paid-up into '' 2/- each fully paid up through Postal Ballot, on March 17, 2021. The record date for the aforesaid sub-division was May 12, 2021. Accordingly, the face value of equity shares of the Company stands sub-divided from '' 5/- each into '' 2/- each fully paid up. The shareholders were issued fresh shares of face value of '' 2/- each.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Schedule V of SEBI Listing Regulations, 2015 is included in this Annual Report and the same is annexed herewith as âAnnexure 1â

7. NEW PROJECTS:

During the financial year 2022-23, a new solar plant of 3.0 MW was commissioned in western Maharashtra. A project to set up new Amines plant at Kurkumbh is under execution which is expected to be commissioned by June 2023.

Our new Projects include:

- Setting up of two new specialty chemicals plants at Kurkumbh

- Setting up of new 4.5 MW Solar Plant in Gujarat.

- Some projects for upgrading the equipment and expansion of capacities, at all three production sites.

8. SUBSIDIARY/ASSOCIATE COMPANIES:

The company does not have any subsidiary, associate or joint venture company.

9. RESPONSIBLE CAREÂ®:

Responsible Care is a voluntary initiative of International Council of Chemical Associations, implemented in India by Indian Chemical Council to safely handle the products from inception in the research laboratory, through manufacture and distribution, to ultimate reuse, recycle and disposal, and to involve the public in the decision-making processes. We have got our Company recertified for Responsible CareÂ®in September 2020. The recertification is valid till September 2023. Several programs and studies related to safety, environment and health have been taken up and are being implemented.

Your Company continues to participate in developing Product Safety and Stewardship and Product distribution code as a part of initiative taken by Indian Chemical Council (ICC) along with other chemical companies. The objective was to update codes after rigorous implementation of Responsible Care program and findings of audits.

10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and other details stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure 2â.

11. SAFETY, HEALTH AND ENVIRONMENT:A. SAFETY:

We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. Employees are trained in safe practices to be followed at the workplace. Compliance of safety training has improved over the years and there is active participation from employees. We take active part in Mutual Aid scheme in the respective industrial areas. We are one of the leading members of Local and District Crisis Group and have earned reputation amongst society around and statutory authorities for prompt support during Disaster Management events.

The Company conducts scheduled mock drills for emergency scenarios with the active involvement of its staff and occasionally, in the presence of external stakeholders. The gaps, if any, are immediately addressed for closure. To strengthen the Emergency Response, the company conducts truncated drills and table top exercises to assess the performance of emergency responders. Daily tool box talks and safety talks with officers and contractors are done by the Company staff.

During financial year 2022-23, we have conducted off-site mock drill near our Patalganga site. The observers and the community team members appreciated the preparedness for external emergency.

The actions which we have taken to mitigate fire risk are implemented across the locations and same are maintained. In this year we have strengthened hydrant network system at Kurkumbh. The phase-2 work will be initiated in this financial year to comply with IS 13039 requirements. Patalganga site is complying with high hazard category as per IS 13039. The Dahej site is complying with the IS requirements since inception.

All the incidents/near misses axe investigated thoroughly by a selected cross functional team and correction/corrective actions are implemented across the locations. Walkthrough rounds by senior managers are conducted every month and each area of the factory is visited regularly. Observations are recorded and closed immediately. With a view to improve the safety culture measurable Key Performance Indicators (KPIs), Leading Indicators and Lagging Indicators are reviewed in monthly EHS Review Meetings which is chaired by Executive Director of the company. We have encouraged employees to report one near-miss per employee per month to improve our safety performance.

B. HEALTH & HYGIENE:

Health of employees is of utmost importance to us. New employees undergo pre-employment medical check-up before appointment. Training programs are arranged on lifestyle diseases by eminent doctors. Health camps are arranged regularly. Periodic medical check-up of employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is carried out based on National Ambient Air Quality Standard. We also have well equipped Occupation Health Centre with a Doctor, appropriate staff and our own ambulance vehicle at all our manufacturing sites. We have a team of employees trained as FIRST AIDERS who use their acquired skills while on duty or off duty to serve the society. Addressing Occupational Health and Safety issues to meet expectations continue to be a focal point for your company.

Occupational health centres have been upgraded and modern equipment are provided. The last yearâs objective to reduce the body mass index is continued for this financial year also. The company is assessing Health Index for the sites and ensuring improvement in it. Drivers are provided training on understanding the hazards of transported chemicals and their impacts on health.

We have assessed and measured base line study for Industrial Hygiene across the locations. We observe the engineering controls which we have adopted across the locations and which are best in industry and hence, exposure level is well below the international standard.

Your company has also engaged a professional consulting doctor to upgrade our existing Occupational Health and Hygiene system. With his professional advice, guidance and actionable solutions we have upgraded our standard to the next level in the occupational health and safety.

In this financial year, we have arranged Marathon at all the locations to develop health awareness within the employees and their families. We also initiated Mental Wellbeing and other activities to improve employee performance. The Company has provided Covid booster dose to all employees.

C. ENVIRONMENT:

Environment protection and adherence to pollution control norms is of high concern for our company.

i) Air Emissions - We monitor regularly emissions from various sources and are very particular about compliance with statutory requirement. All the parameters specified in the consent to operate are well within the limits in the reporting period.

ii) Liquid Waste Treatment - We have integrated Effluent Treatment Plants and we maintain outlet standards within the prescribed limits. We have installed online effluent real time monitoring system across the locations to track real time monitoring data. We recycle 50% of our effluent at Kurkumbh by installing Reverse Osmosis (RO)/Multi Effect Evaporator (MEE). The new facility at Kurkumbh will be Zero Liquid Discharge (ZLD). In this year our Patalganga unit commissioned RO/MEE facility with capacity to achieve ZLD status and the Dahej facility will be ready by September, 2023. Use of water from the Sewage Treatment Plant for gardening, and number of GO GREEN activities were undertaken at the plant and staff colony.

iii) Solid Waste Management - Solid waste is disposed of at secured landfill or sent for incineration at the Authorized Hazardous waste disposal facility. We have a program in place for waste management using reduction/ recycle/ reuse/ recovery techniques. These programs are continuously reviewed by monitoring their progress and effectiveness.

iv) Green belt - Tree plantation inside and outside the factory premises is given utmost importance and is done on a regular basis. At Kurkumbh the unit has developed 94,731 m2 green belt and planted approx. 17,000 various species of plants. At Dahej, the unit has developed 22,000 m2 area for green belt inside the plot and taken an adjacent land on lease from GIDC for development of greenbelt having 35,622 m2 area. This outside plot is contiguous to the existing plot. Around 6,768 various species of trees are planted at both the places.

D. SAFETY, HEALTH AND ENVIRONMENT (SHE) EVENTS:

During the financial year 2022-23, one reportable accident is recorded at Dahej facility. The incident took place on March 17, 2023. The contract employee was observing vibrations of the pump. During the inspection the mechanical seal of the pump failed and the Acetic acid splashed on the left eye of the contractor.

12. CORPORATE SOCIAL RESPONSIBILITY:

Your Company works with a deep sense of social commitment and contributes towards the welfare of the society that it is part of.

The Corporate Social Responsibility (CSR) Committee comprises of Mr. Yogesh M. Kothari, Chairman and Managing Director, as

Chairman of the Committee, Mr. Kirat M. Patel, Executive Director and Ms. Leja S. Hattiangadi, Independent Director, as members

of the Committee. The Company has formulated a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the CSR Committee and the Board. Your Companyâs concerns are focused on Environment Sustainability & Rural Development, Health/Women Empowerment, Education/Sports and others. The CSR budget for FY 2022-23 was ''624.35 lakhs, out of which Company has spent ''591.76 lakhs and an unspent amount of ''32.62 lakhs relating to ongoing projects has been transferred to separate Bank Account and said amount shall be spent within a period of three financial years, as per the provisions of Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as âAnnexure 3â. The CSR Policy can be viewed on the website of the Company at httDs://alkvlamines.com/wD-content/uploads/2022/03/CSR-Policv.Ddf

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Kirat M. Patel, Executive Director, retires by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, has offered himself for re-appointment.

The shareholders at their 39th AGM held on August 6, 2019 had appointed Ms. Leja S. Hattiangadi (DIN 00198720) and Mr. Chandrashekhar R. Gupte (DIN 00009815) as Independent Non-Executive Directors of the Company to hold office for a term of five (5) consecutive years with effect from November 1, 2018 up to October 31, 2023 and May 21, 2019 up to May 20, 2024 respectively and their present term expires on October 31, 2023 and May 20, 2024 respectively. They are eligible for reappointment as Independent Non-Executive Directors for a second term of 5 consecutive years. Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and on the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 11, 2023, recommended their re-appointment as Independent Non-Executive Directors, subject to the approval of members by a special resolution, for a second term of 5 consecutive years with effect from November 1, 2023 up to October 31, 2028 and May 21, 2024 up to May 20, 2029 respectively. In terms of SEBI listing regulations, a Company shall not appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect by the shareholders of the Company. The said Directors shall attain the age of seventy-five (75) years during their second term as Independent Directors. Accordingly, special resolution is proposed for approval by shareholders at the ensuing AGM.

The said Directors have given their consent for re-appointment and have confirmed that they still retain their status as Independent Directors and that they do not suffer from any disqualifications for appointment. The proposal for their re-appointment is based on the evaluation of their performance carried out by the Board other than the Director evaluated. The said Directors are not debarred from holding office of Director under any SEBI order or any such other authority.

The Company has received notices under Section 160 of the Act, from a Member proposing the re-appointment of Ms. Leja S. Hattiangadi and Mr. Chandrashekhar R. Gupte, as Independent Non-Executive Directors of the Company. The Board recommends the reappointment of these Directors.

In terms of provisions of the Companies Act, 2013, Mr. Premal N. Kapadia (DIN: 00042090), was re-appointed as Non-Executive Non-Independent Director of the Company at the 42nd Annual General Meeting held on August 1, 2022, liable to retire by rotation. In terms of SEBI listing regulations, Company shall not appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect by the shareholders of the Company. Mr. Premal N. Kapadia shall be attaining the age of seventy-five (75) years in the year 2024. He has consented to his continuation of directorship on attaining the age of seventy-five years and confirmed that he does not suffer from any disqualifications under Companies Act, 2013. Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and on the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 11, 2023, recommended the continuation of Directorship of Mr. Premal N. Kapadia as Non-Executive Non-Independent Director subject to the approval of members by a special resolution. Mr. Premal N. Kapadia is not debarred from holding office of Director under any SEBI order or any such other authority.

The Independent Directors of your Company have certified their independence to the Board, stating that they meet the criteria for independence as mentioned under Section 149 (6) of the Companies Act, 2013.

In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019, the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (âIICAâ).

The Board of Directors has, on the recommendation of Nomination and Remuneration Committee and subject to the approval of the shareholders at the AGM, at their meeting held on May 19, 2022 appointed Mr. Rakesh S. Goyal, as Whole-time Director - Operations for a period of five years with effect from June 1, 2022. Subsequently, the shareholders approved the appointment of Mr. Rakesh S. Goyal, as Whole-time Director - Operations at the AGM held on August 1, 2022 through video conferencing.

Mr. Kirat M. Patel has relinquished his position as Chief Financial Officer (CFO) w.e.f. May 19, 2022. The Board of Directors has, on the recommendation of Nomination & Remuneration Committee and Audit Committee, at their meeting held on May 19, 2022, appointed Ms. Kanchan A. Shinde as CFO of the Company w.e.f. May 19, 2022. She has wide experience of 18 years in Finance, Accounts, internal controls, financial analysis and tax compliance functions.

The following are the Key Managerial Personnel of the Company in terms of the provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

â¢ Mr. Yogesh M Kothari, Chairman & Managing Director

â¢ Mr. Kirat M. Patel, Executive Director (relinquished office of CFO w.e.f May 19, 2022)

â¢ Mr. Suneet Y Kothari, Executive Director

â¢ Mr. Rakesh S. Goyal, Whole-time Director - Operations

â¢ Mr. Chintamani D. Thatte, General Manager (Legal) & Company Secretary (and Compliance Officer)

â¢ Ms. Kanchan A. Shinde, Chief Financial Officer (w.e.f. May 19, 2022)

Except the appointment of Mr. Rakesh Goyal as Whole-time Director - Operations, there was no change in the composition of the Board of Directors during the financial year under review.

13.1 Board Evaluation:

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, the annual evaluation has been carried out by the Board of its own performance and that of its Committees and individual Directors by way of individual and collective feedback from Directors. The Directors expressed their satisfaction with the evaluation process.

13.2 Nomination and Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy can be viewed on the companyâs website at https://alkvlamines.com/wp-content/uploads/2022/03/Nomination-and-Remuneration-Policv.pdf

13.3 Meetings:

During the financial year, four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and circulars and regulations issued under SEBI Listing Regulations, as amended from time to time.

13.4. Directorsâ Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

14. RISK MANAGEMENT:

The Company has an elaborate Risk Management reporting system, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board has constituted a Risk Management Committee to identify elements of risk in different areas of operations and has formulated a Risk Management Policy for actions associated to mitigate the risks. There is a well-structured Business Continuity Plan with Risk Management process for identifying the risks which has helped in development of detailed risk mitigation plan. The Board oversees the Risk Management Report detailing all the risks that the Company faces such as Marketing, Supply Chain, Commercial, Operations and Safety, Human Resource, Compliance and Financial and there is an adequate risk management infrastructure in place, capable of addressing those risks.

15. INTERNAL FINANCIAL CONTROLS:

Interna! Financial Controls are an integrated part of the risk management reporting system, addressing financial and financial reporting risks. Assurance on the effectiveness of internal financial controls is obtained through management reviews and continuous monitoring by functional experts. We believe that these checks provide reasonable assurance that our internal financial controls are designed effectively, are adequate and are operating as intended.

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and Employees to report their genuine concerns and to deal with instances of fraud and mismanagement, if any. The Mechanism provides for adequate safeguards against victimization of director(s)/employee(s) who can avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The policy is available on the website of the Company at https://alkylamines.com/ wp-content/uploads/2022/03/Whistle-Blower-Policy.pdf

17. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were at an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed for prior approval before the Audit Committee as also the Board. Prior omnibus approval, wherever necessary, of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website at https://alkylamines. com/wp-content/uploads/2022/03/Policy-on-Related-Party-Transaction.pdf

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an armâs length basis, form AOC-2 is not applicable to the Company.

18. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the companyâs website at https://alkylamines.com/wp-content/uploads/2022/03/Code-of-Conduct.pdf. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19. INSIDER TRADING POLICY:

As required under the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Directors have framed and approved Insider Trading Policy for the Company i.e. âCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationâ and âCode of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insidersâ. The Policy is available on the companyâs website at https://alkvlamines.com/wp-content/uploads/2022/03/INSIDER-TRADING-POLICY.pdf

20. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

21. INSURANCE:

The Properties and Assets of the Company are adequately insured.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

24. AUDITORS:24.1 Statutory Auditors:

M/s. N.M. Raiji & Co., Chartered Accountants, Mumbai (Firm Registration Number 108296W) were appointed as Statutory Auditors of the Company at the 42nd AGM held on August 1, 2022 for second term of five consecutive years, to hold office from the conclusion of 42nd AGM till the conclusion of the 47th AGM of the Company. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the appointment by the members at every AGM. Hence, the approval of the members is not being sought for the re-appointment of the Statutory Auditors and in line with resolution of their appointment passed at the 42nd AGM held on August 1, 2022. The Auditorâs Report for financial year 2022-23 does not contain any qualification, reservation, disclaimer or adverse remark. There was no instance of fraud during the financial year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder. The Auditorâs Report is enclosed with the financial statements in this Annual Report.

24.2 Cost Auditors:

In terms of the Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

The Board of Directors has, on the recommendation of Audit Committee, reappointed M/s. Manish Shukla & Associates, as Cost Auditor for the financial year 2023-24 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014, as amended from time to time.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, Resolution seeking Membersâ ratification for the remuneration payable for their re-appointment as Cost Auditor for the financial year 2023-24 is sought under Item No. 4 of the Notice convening the AGM.

24.3 Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations, as amended, the Board of Directors has, on the recommendation of Audit Committee, re-appointed Mr. Prashant Mehta, Practising Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Auditorâs Report for financial year 2022-23 does not contain any qualification, reservation, disclaimer or adverse remark. The Report of the Secretarial Auditor for the financial year ended March 31, 2023 is annexed herewith as âAnnexure 4â.

25. CORPORATE GOVERNANCE:

As per SEBI Listing Regulations, a separate section is annexed herewith as âAnnexure 5â on corporate governance practices followed by the Company, together with a certificate from the Companyâs Secretarial Auditors confirming compliance forms an integral part of this Report.

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended March 31, 2023.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In terms of SEBI Listing Regulations, top 1000 listed entities, as per market capitalisation, are required to attach âBusiness Responsiblity and Sustainability Reportâ to their Annual Report. Accordingly, a separate section on Business Responsibility and Sustainability Report forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations.

27. CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any subsidiary or associate company there is no requirement of preparing the Consolidated Financial Statements during the financial year 2022-23 in accordance with relevant IND AS 110 issued by the Institute of Chartered Accountants of India.

28. ANNUAL RETURN:

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at https://alkylamines.com/ wp-content/uploads/2023/06/Annual-Return-FY-2022-2023.pdf

29. EMPLOYEES:a) EMPLOYEE STOCK OPTION PLAN 2018 (ESOP 2018):

The ESOP Scheme, AACL Employees Stock Option Plan 2018â (AACL ESOP, 2018) approved by the shareholders in 2018, is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI (SBEBSE) Regulations, 2021). There were no changes in the Scheme during the year. The Nomination and Remuneration Committee (NRC) of the Board of Directors of the Company, inter alia, administers and monitors the Scheme.

from opening of business hours on May 13, 2021 (being the next working day post the record date of sub-division) so as to ensure that the resultant payment by ESOPs grantees on the exercise of ESOPs and the resultant benefits due to the adjustment to the revised exercise quantity and exercise price remains unchanged for grantees. Fraction quantity arising due to the adjustment to the individual vest quantity has been rounded down and the resultant difference, wherever applicable, due to such adjustment, shall be paid off to grantees as per market price of the shares prevailing at the time of exercise of Options relevant to fraction Option, by applying the formula (Market price of share at the time of exercise of relevant Option less exercise price multiplied by fraction Option). The ESOPs grantees have been intimated about this adjustment, along with adjusted statement of ESOPs.

The total ESOP grants till date aggregate to 1,89,442 out of total 5,10,000 (pre-split 2,04,000) ESOPs permitted to be granted as per AACL ESOP, 2018. Of the 1,89,442 ESOPs granted till date, 1,09,648 equity shares of ''2 per share consisting of 50,430 shares (corresponding to 20,172 pre-split equity shares of '' 5 per share) plus 59,218 post-split equity shares, have been allotted till date pursuant to exercise of ESOPs.

The disclosures regarding stock options required to be made under the provisions of the SEBI (SBEBSE) Regulations, 2021 are available on the website of the Company at https://alkvlamines.com/wp-content/uploads/2023/05/2022-23-ESQP-Disclosure.pdf

A certificate from the Secretarial Auditors of the Company that the Scheme has been implemented in accordance with SEBI (SBEBSE) Regulations, 2021 and the resolution passed by the members, shall be placed in the ensuing AGM for inspection by the members. A copy of the same will also be available for inspection at the Companyâs Registered Office.

b) DISCLOSURES UNDER SECTION 197 QF THE COMPANIES ACT, 2013:

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Companies, Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thereunder form part of the Boardâs Report. The said disclosures, information and details in respect of employees of the Company required pursuant to said Section and the Rule will be provided upon request. Further, a statement showing the names and particulars of employees drawing remuneration in excess of limits as set out under Rule 5(2) of the said Rules also forms part of this Report. However, in terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the statement of particulars of employees and is available for inspection by the Members at the Registered Office of the Company during office hours (i.e. 11:00 am to 4:00 pm) on all working days other than on Saturday and Sunday till the date of AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

30. DISCLOSURE UNDER SEXUAL HARASSMENT QF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has formulated a comprehensive policy on prevention, prohibition and redressal against sexual harassment of women at workplace, which is in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPOSHâ). The said policy has been made available on the website of the Company at https:// alkvlamines.com/wp-content/uploads/2023/06/Prevention-of-Sexual-Harassment-policv-2023.pdf

In line with the requirements of POSH, the Company has set up Complaints Committees at its workplaces to look into complaints of sexual harassment received from any women employee. No complaints have been received during the financial year 2022-23.

31. CAUTIONARY STATEMENT:

Statements in the Boardâs Report and the Management Discussion & Analysis describing the Companyâs objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as pandemic, litigation and industrial relations.

32. ACKNOWLEDGEMENTS:

The Directors would like to take this opportunity to show their appreciation to all employees for their hard work, dedication and support which has helped us face all challenges and enable business continuity. The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Banks, Central/State Government Departments, its Customers and Suppliers.

For and on behalf of the Board

Place: Mumbai YOGESH M. KOTHARI

Date: May 11, 2023 Chairman & Managing Director

(DIN: 00010015)

Mar 31, 2022

Your Directors take pleasure in presenting the 42nd Annual Report on the business and operations of your Company together with Audited Financial Statements for the financial year ended March 31, 2022.

1. FINANCIAL RESULTS:

The financial performance of your Company is as summarized below for the financial year under review:

Particulars	2021-22 '' In Lakhs	2020-21 '' In Lakhs
Revenue from operations	1,54,280	1,24,244
Other Income	1,418	695
Total Income	1,55,698	1,24,939
Profit before interest, depreciation & taxation	34,069	43,608
Interest & financial expenses	383	633
Depreciation	3,475	2,906
Profit before exceptional item	30,211	40,069
Exceptional Items	-	-
Profit before tax	30,211	40,069
Provision for tax	7,722	10,535
Net Profit after tax	22,489	29,534
Other Comprehensive Income	(35)	(238)
Total Comprehensive Income	22,454	29,296
Opening balance in retained earnings	72,974	47,700
Profit available for appropriations	95,428	76,996
Other adjustments due to IND AS Impact of adjustment in derivatives financial instruments	(18)	59
Interim Dividends paid/Dividends paid	3,064	4,081
Tax on dividends	-	-
Closing balance in retained earnings	92,347	72,974

2. PERFORMANCE HIGHLIGHTS AND STATE OF COMPANYâS AFFAIRS:

During the year under review, total Income increased from '' 1,24,939 lakhs to '' 1,55,698 Lakhs, an increase of 25%. However, due to rise in input costs, Profit before tax for the year decreased to Rs. 30,211 Lakhs compared to '' 40,069 Lakhs of the previous year (a decrease of 25%) and Profit after tax was '' 22,489 Lakhs as against '' 29,534 Lakhs of the previous year (a decrease of 24%). Your Directors do not propose to transfer any amount to the Reserves for the year ended March 31, 2022. Further details of operations are given in the Management Discussion and Analysis Report annexed herewith as âAnnexure 1â. There has been no change in the nature of business of the Company.

3. IMPACT OF THE COVID-19 PANDEMIC ON THE OPERATIONS AND BUSINESS:

The year has been challenging due to second wave of the COVID-19 pandemic which significantly affected the lives, livelihood and economy. Due to lockdown in April 2021, the offices and technical center were kept closed and employees worked from home, wherever possible. All safety protocols were adhered to very stringently. With a gradual return to pre-pandemic situation, all manufacturing units and offices are now working smoothly as per their regular practice. The financial results for the first half of the financial year 2021-22 were, to some extent, affected by the COVID situation.

Your Company is in a comfortable financial position to meet its commitments and will be able to meet all its debts obligations as they come up. Internal financial reporting and controls are adequate and operating effectively. Although there are still uncertainties due to the pandemic, the Company expects that the demand for its products from pharmaceuticals sector will continue.

4. DIVIDEND:

The Board is pleased to recommend for your approval a dividend of '' 10/- (500%) per equity share on the face value of '' 2/-each for the financial year ended March 31, 2022 (Previous Year: Aggregate Dividend of ''10/- (500% considering the revised face value) per equity share of '' 2/- each). You are requested to approve the same. The dividend, if declared, shall be payable subject to deduction of tax at source, as applicable.

5. SHARE CAPITAL:

During the financial year, the Companyâs paid up share capital increased from '' 10,20,82,820/- consisting of 2,04,16,564 equity shares of '' 5/- each (prior to sub-division) to '' 10,21,44,894/- consisting of 5,10,72,447 equity shares of '' 2/- each.

6. SUB-DIVISION OF FACE VALUE OF EQUITY SHARES:

As reported last year, in order to improve the liquidity of Companyâs shares in the market, the Board of Directors at their meeting held on February 2, 2021 had approved, subject to approval of members, the sub-division of face value of the equity shares from '' 5/- each into equity shares of '' 2/- each fully paid-up and consequent amendment in Capital Clause in Memorandum of Association of the Company. Subsequently, members approved the sub-division of face value of equity shares from '' 5/- each into '' 2/- each fully paid up through Postal Ballot, on March 17, 2021. The record date for the aforesaid sub-division was May 12, 2021. Accordingly, the face value of equity shares of the Company stands sub-divided from '' 5/- each fully paid up into '' 2/- each fully paid up. The shareholders were issued fresh shares of face value of '' 2/- each. The sub-division resulted in creation of 31,678 fraction shares which were consolidated into 15,839 whole shares and sold at the best market price and the proceeds (less expenses) were distributed amongst concerned shareholders holding fractional shares proportionately.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Schedule V of the SEBI Listing Regulations is included in this Annual Report and the same is annexed herewith as âAnnexure 1â

8. NEW PROJECTS:

During the financial year 2021-22, a new Acetonitrile plant at Dahej was commissioned. We are in the process of setting up at Kurkumbh, a new Amines plant, which is expected to be commissioned by March 2023.

Our new Projects include:

1. Setting up of two new speciality chemicals plants.

2. Setting up of new Solar Plants of 3.0 MW in western Maharashtra and 2.00 MW in Gujarat.

3. Some capex projects for upgrading the equipment and expansion of capacities, at all three production sites.

9. SUBSIDIARY/ASSOCIATE COMPANIES:

The company does not have any subsidiary, associate or joint venture company.

10. RESPONSIBLE CAREÂ®:

Responsible Care is a voluntary initiative of International Council of Chemical Associations, implemented in India by Indian Chemical Council to safely handle the products from inception in the research laboratory, through manufacture and distribution, to ultimate reuse, recycle and disposal, and to involve the public in the decision making processes. We have got our company recertified for Responsible CareÂ®in September 2020. The recertification is valid till September 2023. Several programs and studies related to safety, environment and health have been taken up and are being implemented.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

12. SAFETY, HEALTH AND ENVIRONMENT:A) SAFETY:

The company conducts scheduled mock drills for emergency scenarios with the active involvement of its staff and occasionally in the presence of external stakeholders. The gaps, if any, are immediately addressed for closure. To strengthen the Emergency Response, the company conducts truncated drills and table top exercises to assess the performance of emergency responders. Daily tool box talks and safety talks with officers and contractors are done by the company staff.

During financial year 2021-22, the company continued with the policy developed to mitigate the risk associated with pandemic and we run our facilities without any impact on our operations. We are happy to see our customerâs satisfaction because of this.

The actions which we have taken to mitigate fire risk are implemented across the locations and same are being maintained. In this year we have strengthened fire network and Sprinkler network system at Patalganga. At Kurkumbh, the company is making investment to upgrade its fire and sprinkler network to high hazard category. The phase-1 work will be complete by end of September, 2022 and then Phase-2 work will be initiated. The Dahej site is considered to be of high hazard category during inception stage only.

All the incidents/near misses are investigated thoroughly by a selected cross functional team and correction/corrective actions are implemented across the locations. Walkthrough rounds by senior managers are conducted every month and each area of the factory is visited regularly. Observations are recorded and closed immediately. With a view to improve the safety culture measurable KPIâs, Leading Indicators and Lagging Indicators are reviewed in monthly EHS Review Meeting which is chaired by Executive Director of the company. We have encouraged employees to report one near-miss per employee per month to improve our safety performance.

B) HEALTH & HYGIENE:

Occupational health centres have been upgraded and modern equipment are provided. The last yearâs objective to reduce the body mass index is continued for this financial year also and we have engaged external agency to run the BMI Reduction program along with company Factory Medical Officer. The company is assessing Health Index for the sites and ensuring improvement in it. Drivers are provided training on understanding the hazards of transported chemicals and their impacts on health.

Your company has also engaged a professional consulting doctor to upgrade our existing Occupational Health and Hygiene system. With his professional advice, guidance and actionable solutions, we have upgraded our standard to the next level in the occupational health and safety.

All COVID-19 related precautions and safety protocols of temperature sensing, wearing of safety gears like masks, goggles, face shields, social distancing, sanitizing and washing hands were adhered to very stringently. The offices and manufacturing facilities were regularly sanitized so that our employees are safe and secure.

C) ENVIRONMENT:

Environment protection and adherence to pollution control norms is of high concern for our company.

i) Air Emissions - We monitor regularly emissions from various sources and are very particular about compliance with statutory requirement. Projects are undertaken for reduction of emissions. During the financial year 2021-22, we have upgraded scrubbers at Patalganga to ensure that our employees and environment are not exposed to the pollutants.

time monitoring data. We recycle 50% of our effluent at Kurkumbh by installing Reverse Osmosis (RO)/Multi Effect Evaporator (MEE). In this year our Dahej and Patalganga units were also equipped with RO/MEE facility to recycle the water. Use of water from the Sewage Treatment Plant for gardening, and number of GO GREEN activities were undertaken at the plant and staff colony.

iv) Green belt - Tree plantation inside and outside the factory premises is given utmost importance and is done on a regular basis. At Kurkumbh the unit has developed 94,731 m2 green belt and planted approx. 17000 various species of plants. At Dahej, the unit has developed 22000 m2 area for green belt inside the plot and taken an adjacent land on lease from GIDC for development of greenbelt having 35,622 m2 area. This outside plot is contiguous to the existing plot. Around 6451 various species are planted at both the areas & remaining will be planted in this financial year.

D) SAFETY, HEALTH AND ENVIRONMENT (SHE) EVENTS:

During the financial year 2021-22, one fatal accident is reported at Kurkumbh facility. The incident took place on May 17, 2021. The contract employee was travelling along with Farana. Due to break failure, the Farana hit the boundary wall and the employee jumped down and was caught under the Farana. We have investigated incident thoroughly and reported to Director of Industrial Safety and Health as per the statutory requirement.

13. CORPORATE SOCIAL RESPONSIBILITY:

Your Company works with a deep sense of social commitment and contributes towards the welfare of the society that it is part of. The Corporate Social Responsibility (CSR) Committee comprises of Mr. Yogesh M. Kothari, Chairman and Managing Director, as Chairman of the Committee, Mr. Kirat M. Patel, Executive Director and Ms. Leja S. Hattiangadi, Independent Director, as members of the Committee. The Company has formulated a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the CSR Committee and the Board. Your Companyâs concerns are focused on Environment Sustainability & Rural Development, Health/Women Empowerment, Education/Sports and others. In order to support the measures taken by Central Government and State Governments to prevent and contain the spread of Corona Virus (COVID 19), the Company had undertaken various relief projects to help those affected by COVID-19 and lockdown.

The Annual Report on CSR activities is annexed herewith as âAnnexure 3â. The CSR Policy can be viewed on the website of the Company at www.alkylamines.com.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Premal Kapadia, Non-Executive Non-Independent Director, retires by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment.

In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (âIICAâ).

The Board of Directors has, on the recommendation of Nomination and Remuneration Committee and subject to the approval of the shareholders at the ensuing AGM, at their meeting held on May 19, 2022 appointed Mr. Rakesh Goyal, as Whole time Director - Operations for a period of five years with effect from June 1, 2022, the details of which are given in the notice convening the meeting. He has 28 years of experience in manufacturing, Technology Transfer, Process Development, Quality Management and Sales and Marketing.

National Peroxide Limited (NPL), his previous employer, has filed a criminal and a civil case against Mr. Goyal and other officers of NPL alleging financial irregularities. Mr. Goyal has filed a petition before the Honâble Bombay High Court for quashing the criminal case against him. The trial in both the cases is pending before the Honâble Chief Metropolitan Magistrate Court and Honâble Bombay High Court. Therefore, the matter is sub-judice. He is eligible for appointment as Director. The Board recommends his appointment.

Mr. Kirat Patel has relinquished his position as Chief Financial Officer (CFO) w.e.f. May 19, 2022. The Board of Directors has, on the recommendation of Nomination & Remuneration Committe and Audit Committee, at their meeting held on May 19, 2022, appointed Ms. Kanchan A. Shinde as CFO of the Company w.e.f. May 19, 2022. She has wide experience of 18 years in Finance, Accounts, internal controls, financial analysis and tax compliance functions.

The following are the Key Managerial Personnel of the Company as on May 19, 2022, in terms of the provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

â¢ Mr. Yogesh M Kothari, Chairman & Managing Director

â¢ Mr. Kirat M. Patel, Executive Director

â¢ Mr. Suneet Y Kothari, Executive Director

â¢ Mr. Chintamani D. Thatte, General Manager (Legal) & Company Secretary (and Compliance Officer)

â¢ Ms. Kanchan Shinde, Chief Financial Officer (w.e.f. May 19, 2022)

There was no change in the composition of the Board of Directors and Key Managerial Personnel during the financial year under review.

14.1 Board Evaluation:

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations the annual evaluation has been carried out by the Board of its own performance and that of its Committees and individual Directors by way of individual and collective feedback from Directors. The Directors expressed their satisfaction with the evaluation process.

14.2 Nomination and Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed and approved a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy can be viewed on the companyâs website at www.alkylamines.com.

14.3 Meetings:

14.4. Directorsâ Responsibility Statement:

a. that in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

15. RISK MANAGEMENT:

The Company has an elaborate Risk Management reporting system, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board has constituted a Risk Management Committee to identify elements of risk in different areas of operations and has formulated a Risk Management Policy for actions associated to mitigate the risks. There is a wellstructured Business Continuity Plan with Risk Management process for identifying the risks which has helped in development of detailed risk mitigation plan. The Board oversees the Risk Management Report detailing all the risks that the Company faces such as Marketing, Supply Chain, Commercial, Operations and Safety, Human Resource, Compliance and Financial and there is an adequate risk management infrastructure in place, capable of addressing those risks.

16. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integrated part of the risk management reporting system, addressing financial and financial reporting risks. Assurance on the effectiveness of internal financial controls is obtained through management reviews and continuous monitoring by functional experts. We believe that these checks provide reasonable assurance that our internal financial controls are designed effectively, are adequate and are operating as intended.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and Employees to report their genuine concerns and to deal with instances of fraud and mismanagement, if any. The mechanism provides for adequate safeguards against victimization of director(s)/ employee(s) who can avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The policy is available on the website of the Company at www.alkylamines.com.

18. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were at an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval, wherever necessary, of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website at www.alkylamines.com.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an armâs length basis, Form AOC-2 is not applicable to the Company.

19. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the companyâs website at www.alkylamines.com. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

20. INSIDER TRADING POLICY:

As required under SEBI (Prohibition of Insider Trading) Regulations, 2015, your Directors have framed and approved Insider Trading Policy for the Company i.e. âCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationâ and âConduct of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons/Insidersâ. The Policy is available on the companyâs website at www.alkylamines.com.

21. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

22. INSURANCE:

The Properties and Assets of the Company are adequately insured.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

25. AUDITORS:25.1 Statutory Auditors:

M/s. N. M Raiji & Co., Chartered Accountants, Mumbai (Firm Registration No. 108296W) complete their first term of five consecutive years as the statutory auditors of the company at the conclusion of 42nd AGM of the company. Pursuant to section 139(2) of the Companies Act 2013, the company can appoint them for a second term of five consecutive years.

They have consented to the said reappointment, and confirmed that their reappointment, if made, would be within the limits specified under Section 141(3)(g) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be reappointed as statutory auditors in terms of the provisions of the Companies Act, 2013 and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time.

The Audit Committee and the Board of Directors has recommended the reappointment of M/s. N. M. Raiji & Co., Chartered Accountants as statutory auditors of the company from the conclusion of the 42nd AGM till the conclusion of 47th AGM, to the members.

The Auditorâs Report for financial year 2021-22 does not contain any qualification, reservation, disclaimer or adverse remark. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Companies Act, 2013 and Rules framed thereunder. The Auditorâs Report is enclosed with the financial statements in this Annual Report.

25.2 Cost Auditors:

The Board of Directors has, on the recommendation of Audit Committee, reappointed M/s. Manish Shukla & Associates, as Cost Auditors for the financial year 2022-23 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014, as amended from time to time.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, Resolution seeking Membersâ ratification for the remuneration payable for their re-appointment as Cost Auditor for the financial year 2022-23 is sought under Item No. 5 of the Notice convening the AGM.

25.3 Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations as amended, the Board of Directors has, on the recommendation of Audit Committee, re-appointed Mr. Prashant Mehta, Practising Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Auditorâs Report for financial year 2021-22 does not contain any qualification, reservation, disclaimer or adverse remark. The Report of the Secretarial Auditor for the financial year ended March 31, 2022 is annexed herewith as âAnnexure 4.â

26. CORPORATE GOVERNANCE:

As per SEBI Listing Regulations a separate section is annexed herewith as âAnnexure 5â on corporate governance practices followed by the Company, together with a certificate from the Companyâs Secretarial Auditors confirming compliance forms an integral part of this Report.

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended March 31, 2022

27. BUSINESS RESPONSIBILITY REPORT:

A separate section on Business Responsibility Reporting forms part of this Annual Report as required under SEBI Listing Regulations.

28. AWARDS AND RECOGNITION:

It is a matter of pride for our company that our Chairman Mr. Yogesh M Kothari has featured in Business Today - PwC Indiaâs Best CEOs ranking.

29. CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any subsidiary or associate company, there is no requirement of preparing the Consolidated Financial Statements during the financial year 2021-22 in accordance with relevant IND AS 110 issued by the Institute of Chartered Accountants of India.

30. ANNUAL RETURN:

31. EMPLOYEES:a) EMPLOYEE STOCK OPTION PLAN 2018 (ESOP 2018):

In terms of the approval of the shareholders by Postal Ballot for sub-division and related actions and as a consequence of the sub-division of equity shares from face value of '' 5 into face value of '' 2, the Company has made appropriate adjustments to the exercise quantity and to the exercise price of the outstanding ESOPs granted to employees with effect from opening of business hours on May 13, 2021 (being the next working day post the record date of sub-division) so as to ensure that the resultant payment by ESOPs grantees on the exercise of ESOPs and the resultant benefits due to the adjustment to the revised exercise quantity and exercise price remains unchanged for grantees. Fraction quantity arising due to the adjustment to the individual vest quantity has been rounded down and the resultant difference, wherever applicable, due to such adjustment, shall be paid off to grantees as per market price of the shares prevailing at the time of exercise of Options relevant to fraction Option, by applying the formula (Market price of share at the time of exercise of relevant Option less exercise price multiplied by fraction Option). The ESOPs grantees have been intimated about this adjustment, alongwith adjusted statement of ESOPs.

The total ESOP grants till date aggregate to 1,86,482 out of total 5,10,000 (pre-split 2,04,000) ESOPs permitted to be granted as per AACL ESOP, 2018. Of the 1,86,482 ESOPs granted till date, 81,467 equity shares of '' 2 per share consisting of {50,430 shares (corresponding to 20,172 pre-split equity shares of '' 5 per share) plus 31,037 post-split equity shares} have been allotted till date pursuant to exercise of ESOPs.

The disclosures regarding stock options required to be made under the provisions of the SEBI (SBEBSE) Regulations, 2021 are available on the website of the Company at www.alkvlamines.com

A certificate from the Secretarial Auditors of the Company that the Scheme has been implemented in accordance with SEBI (SBEBSE) Regulations, 2021 and the resolution passed by the members, shall be placed in the ensuing AGM for inspection of the members. A copy of the same will also be available for inspection at the Companyâs Registered Office.

b) DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013:

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

33. CAUTIONARY STATEMENT:

34. ACKNOWLEDGEMENTS:

The Directors would like to take this opportunity to show their appreciation to all employees for their hard work, dedication and support which has helped us face all challenges and enable business continuity in these turbulent times of global coronavirus pandemic and lockdown. The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Banks, Central/State Government Departments, its Customers and Suppliers.

For and on behalf of the Board

Place: Mumbai YOGESH M. KOTHARI

Date: May 19, 2022 Chairman & Managing Director

(DIN: 00010015)

Mar 31, 2021

Your Directors take pleasure in presenting the 41st Annual Report on the business and operations of your Company together with Audited Financial Statements for the financial year ended March 31, 2021.

1. FINANCIAL RESULTS:

The financial performance of your Company is as summarized below for the year under review:

	2020-21 '' In Lakhs	2019-20 '' In Lakhs
Revenue from operations	1,24,244	99,288
Other Income	695	701
Total Income	1,24,939	99,989
Profit before interest, depreciation & taxation	43,608	26,403
Interest & financial expenses	633	1,025
Depreciation	2,906	2,691
Profit before exceptional item	40,069	22,687
Exceptional Items	-	3,284
Profit before tax	40,069	25,971
Provision for tax	10,535	4,443
Net Profit after tax	29,534	21,528
Other Comprehensive Income	(238)	(130)
Total Comprehensive Income	29,296	21,398
Opening balance in retained earnings	47,700	30,728
Profit available for appropriations	76,996	52,126
Other adjustments due to IND AS Impact of adjustment in derivatives financial instruments	59	-
Interim Dividends paid/Dividends paid	4,081	3,671
Tax on dividends	-	755
Closing balance in retained earnings	72,974	47,700

2. PERFORMANCE HIGHLIGHTS AND STATE OF COMPANYâS AFFAIRS:

During the year under review, total Income increased from '' 99,989 lakhs to ''1,24,939 Lakhs, an increase of 25%. Profit before tax for the year was '' 40,069 Lakhs compared to '' 25,971 Lakhs of the previous year (an increase of 54%) and Profit after tax was ''29,534 Lakhs as against '' 21,528 lakhs of the previous year (an increase of 37%). Your Directors do not propose to transfer any amount to the Reserves for the year ended March 31, 2021. Further details of operations are given in the Management Discussion and Analysis Report annexed (Annexure 1). There has been no change in the nature of business of the Company.

3. IMPACT OF THE CONTINUING COVID-19 PANDEMIC ON THE OPERATIONS AND BUSINESS:

In view of the restrictions due to second wave of COVID-19 pandemic across the country from mid-March, 2021 and subsequent lockdown in April, 2021, the offices and technical center have been kept closed from March and those employees have been working from home, wherever possible. There was no impact on the business of the Company for the year ended March 31, 2021.

The Company continues to ensure compliance with the directives issued by the Central Government, State Governments and local government from time to time. All the manufacturing facilities are working and kept sanitized so that our employees are safe and secure. All safety protocols are being adhered to very stringently.

Your Company is in a comfortable financial position to meet its commitments and will be able to meet all its debts obligations as they come up. Internal financial reporting and control is adequate and operating effectively. Although there are uncertainties due to the pandemic, the Company expects that the demand for its products from pharmaceuticals sector will continue.

4. DIVIDENDS:

For the financial year 2020-21, the Board had declared an interim dividend of '' 10/- per equity share on the face value of '' 5/-each amounting to '' 2,041 lakhs in February, 2021, subject to deduction of tax as applicable (Previous year: interim dividend of '' 10 each per equity share of '' 5/- each amounting to '' 2,040 Lakhs). The said interim dividend was paid on 1st March, 2021.

Further, the Board is pleased to recommend for your approval a final dividend of '' 6/- per equity share on the face value of ''2/- each for the year ended March 31, 2021 (Previous Year: Final Dividend of ''10/- per equity share of ''5/- each). The total final dividend amounts to ''3,062 Lakhs (Previous Year ''2,040 Lakhs). You are requested to approve the same. With this the total dividend for the financial year 2020-21 would be '' 5,103 lakhs (Previous Year '' 4,040 Lakhs). The final dividend, if declared, shall be payable subject to deduction of tax at source, as applicable.

The dividend has been declared in line with the Dividend Distribution Policy which is framed in terms of the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (SEBI (LODR) Regulations). The Dividend Distribution Policy is given in Annexure 6 to this Report and it is also available on the Companyâs website.

5. SHARE CAPITAL:

During the financial year the Companyâs paid up share capital increased from '' 10,19,81,960/- consisting of 2,03,96,392 equity shares of '' 5/- each to '' 10,20,63,555/- consisting of 2,04,12,711 equity shares of '' 5/- each, consequent to the allotment of 16,319 Equity Shares of ''5/- each AACL Employees Stock Option Plan, 2018. In April 2021, the Company allotted 3,853 shares under ESOP 2018 Scheme making the paid up capital to '' 10,20,82,820 consisting of 2,04,16,564 Equity shares of Rs 5 each, prior to sub-division of shares.

6. SUB-DIVISION OF FACE VALUE OF EQUITY SHARES:

In order to improve the liquidity of Companyâs shares in the market, the Board of Directors at their meeting held on February 2, 2021 approved, subject to approval of members, the sub-division of face value of the equity shares of the Company from the present '' 5/- each paid-up per equity share into equity shares of '' 2/- each paid-up and consequent amendment in Capital Clause in Memorandum of Association of the Company. Subsequently, the Members have approved the sub-division of face value of equity shares from the present '' 5/- each fully paid-up into ''2/- each fully paid up through Postal Ballot, on March 17, 2021. The record date for the aforesaid sub-division was May 12, 2021. Accordingly, the face value of equity shares of the Company stands sub-divided from '' 5/- each fully paid up into '' 2/- each fully paid up. The shareholders were issued fresh shares of face value of '' 2/- each. The sub-division resulted in creation of 31,678 fraction shares which were consolidated into 15,839 whole shares and will be sold at the best market price and the proceeds (less expenses) will be distributed amongst concerned fraction shareholders proportionately.

The Paid up Share Capital of the Company as on the date of this Report is 5,10,41,410 Equity Shares of '' 2/- each i.e. '' 10,20,82,820/-

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (LODR) Regulations, 2015 is included in this Annual Report (Annexure 1).

8. NEW PROJECTS:

During the year 2020-21, we enhanced production capacity of Methylamines at Dahej and capacities of DMAHCL powder plant and Hydrogenation plant at Kurkumbh.

A new Acetonitrile project is under execution at Dahej and we expect to start commercial production in third quarter of 2021-22. Our new Projects for financial year 2021-22 include:

1. Setting up new Amines plant with utilities at Kurkumbh.

2. Setting up of new Solar Plant of 3.0 MW in western parts of Maharashtra.

3. Some capex projects for upgrading the equipment and expansion of capacities, at all productions sites.

9. SUBSIDIARY/ASSOCIATE COMPANIES

The company does not have any subsidiary or associate or joint venture company.

10. RESPONSIBLE CAREÂ®:

Responsible Care is a voluntary initiative of International Council of Chemical Associations, implemented in India by Indian Chemical Council to safely handle the products from inception in the research laboratory, through manufacture and distribution, to ultimate reuse, recycle and disposal, and to involve the public in the decision making processes. We have got our company recertified for Responsible CareÂ®in September, 2020. The recertification is valid till September 2023. Several programs and studies related to safety, environment and health have been taken up and are being implemented.

Your Company continues to participate in developing Product Safety and Stewardship and Product Distribution Code as a part of initiative taken by Indian Chemical Council (ICC) along with other chemical companies. The objective was to update codes after rigorous implementation of Responsible Care program and findings of audits.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

12. SAFETY, HEALTH AND ENVIRONMENT:A) SAFETY:

The company conducts scheduled mock drills for emergency scenarios with the active involvement of its staff and occasionally in the presence of external stakeholders. The gaps, if any, are immediately addressed for closure. To strengthen the Emergency Response, the company conducts truncated drills and table top exercises to assess the performance of emergency responders. Daily tool box talks and safety talks to officers and contractors are done by the company staff.

During FY 20-21, the most vulnerable area of concern was the operations of our facility during the pandemic situation. We have developed policy to mitigate the risk and we have succeded in running our facilities with minimal impact and supported our esteem customers. To minimise fire risk at all locations, we have implemented a Policy on storage of Raw Material/Finished Goods/Work in Progress/HW storage policy to minimise the fire risk across the sites. We have built additional space in existing warehouses to store materials in scientific ways. We have strengthened previously implemented Work Permit System, Management of Change and Safety Violation Policies. The company is strengthening hydrant and sprinkler network at Kurkumbh in this financial year.

All the incidents/near miss are investigated thoroughly by a selected cross functional team and correction/corrective actions are implemented across the locations. Walkthrough rounds by senior managers are conducted every month and each area of the factory is visited regularly. Observations are recorded and closed immediately. With a view to improve the safety culture measurable KPIâs, Leading Indicators and Lagging Indicators are reviewed in monthly EHS Review Meeting which is chaired by Executive Director of the company. We have encouraged employees to report one near-miss per employee per month to improve our safety performance.

B) HEALTH & HYGIENE:

Health of employees is of utmost importance to us. Periodic medical check-up of employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is carried out based on National Ambient Air Quality Standard. We also have well equipped Occupation Health Centre with a Doctor, appropriate staff and our own ambulance vehicle at all our manufacturing sites. We have a team of employees trained as FIRST AIDERS who use their acquired skills while on duty or off duty to serve the society. Addressing Occupational Health and Safety issues to meet expectations continue to be a focal point for your company.

New employees undergo pre-employment medical check-up before appointment. Training programs are arranged on lifestyle diseases by eminent doctors. Health camps are arranged. Drivers are provided training on understanding the hazards of transported chemicals and their impacts on health. Occupational health centres have been upgraded and modern equipment are provided. This year we have taken objective to reduce Body Mass Index of the higher range (above 27) and achieved 76 % of the target. We are going to continue to reduce obesity of the employees.

All COVID-19 related precautions and safety protocols of temperature sensing, wearing of safety gears like masks, goggles, face shields, social distancing, sanitizing and washing hands are being adhered to very stringently. The offices and manufacturing facilities are regularly sanitized so that our employees are safe and secure.

C) ENVIRONMENT:

Environment protection and adherence to pollution control norms is of high concern for our company.

i) Air Emissions - We monitor regularly emissions from various sources and are very particular about compliance with statutory requirement. Projects are undertaken for reduction of emissions. During FY 20 -21, we have provided scrubbers to the process plants and boiler to reduce the emissions.

ii) Liquid Waste Treatment - We have an integrated Effluent Treatment Plant and we maintain outlet standards within the prescribed limits. We have installed online effluent real time monitoring system across the locations to track real time monitoring data. We recycle 50% of our effluent at Kurkumbh by installing Reverse Osmosis (RO)/Multi Effect Evaporator (MEE). We are in process of installing RO/MEE at Dahej & Patalganga. Use of water from the Sewage Treatment Plant for gardening, and number of GO GREEN activities were undertaken at the plant and staff colony.

iii) Solid Waste Management - Solid wastes are disposed of at secured landfill or sent for incineration at the Authorized Hazardous waste disposal facility. We have a program in place for waste management using reduction/ recycle/ reuse/ recovery techniques. These programs are continuously reviewed by monitoring their progress and effectiveness.

iv) Green belt - Tree plantation inside and outside the factory premises is given utmost importance and is done on a regular basis. At Kurkumbh the unit has developed 94,731 m2 green belt and planted approx. 14000 various species of plants. At Dahej, the unit has developed 22000 m2 area for green belt inside the plot and taken an adjacent land on lease from GIDC for development of greenbelt having 35,622 m2 area. This outside plot is contiguous to the existing plot. Around 5000 various species are planted at both the areas & remaining will be planted in this FY.

D) SAFETY, HEALTH AND ENVIRONMENT (SHE) EVENTS:

During FY20-21, there were no any SHE reportable events across the locations.

13. CORPORATE SOCIAL RESPONSIBILITY:

Your Company works with a deep sense of social commitment and contributes towards the welfare of the society that it is part of. The Company has formulated a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company, which has been approved by the CSR Committee and the Board. Your Companyâs concerns are focused on Environment Sustainability & Rural Development, Health/Women Empowerment, Education/Sports and others. In order to support the measures taken by Central Government and State Governments to prevent and contain the spread of Corona Virus (COVID 19), the Company had undertaken various relief projects to help those affected by COVID-19 and lockdown.

The Annual Report on CSR activities is annexed herewith as âAnnexure 3â. The CSR Policy can be viewed on the website of the Company.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Suneet Kothari, Executive Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Shareholders, at the 40th Annual General Meeting held on August 14, 2020, have approved the re-appointment of Mr. Kirat Patel and Mr. Suneet Kothari, as Executive Directors for a period of five years from 1st January, 2020 to 31st December, 2024 and Mr. Yogesh M. Kothari as Chairman & Managing Director for a period of five years from 1st April, 2020 to 31st March, 2025.

The Independent Directors of your Company have certified their independence to the Board, stating that they meet the criteria for independence as mentioned under Section 149 (6) of the Act.

Mr. Rahul Mehta resigned as Chief Financial Officer of the Company w.e.f. September 21, 2020. The Board of Directors at their meeting held on February 2, 2021 has appointed Mr. Kirat Patel, Executive Director as Chief Financial Officer of the Company w.e.f. February 2, 2021. Mr. Kirat Patel, B. Tech., Mechanical Engineering from Indian Institute of Technology, Bombay and MMS (Finance) from Jamnalal Bajaj Institute of Management, Mumbai, has vast, varied and unique experience of more than 40 years in the areas of Operations, Commercial as well as Finance and Accounts.

The following are the Key Managerial Personnel of the Company in terms of the provisions of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

â¢ Mr. Yogesh M Kothari, Chairman & Managing Director

â¢ Mr. Kirat Patel, Executive Director and Chief Financial Officer

â¢ Mr. Suneet Y Kothari, Executive Director

â¢ Mr. Chintamani Thatte, General Manager (Legal) & Company Secretary (and as Compliance Officer)

There was no change in the composition of the Board of Directors and Key Managerial Personnel during the year under review, except as stated above.

14.1 Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the annual evaluation has been carried out by the Board of its own performance and that of its Committees and individual Directors by way of individual and collective feedback from Directors. The Directors expressed their satisfaction with the evaluation process.

14.2 Remuneration Policy

14.3 Meetings

During the year four Board Meetings and five Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and circulars and regulations issued under SEBI (LODR) Regulations, 2015 as amended from time to time.

14.4. DIRECTORSâ RESPONSIBILITY STATEMENT

a. that in the preparation of the annual financial statements for the year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the year ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

15. RISK MANAGEMENT

The Company has an elaborate Risk Management reporting system, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board has constituted Risk Management Committee to identify elements of risk in different areas of operations and has formulated a Risk Management Policy for actions associated to mitigate the risks. There is a well-structured Business Continuity Plan with Risk Management process for identifying the risks which has helped in development of detailed risk mitigation plan. The Board oversees the Risk Management Report detailing all the risks that the Company faces such as Marketing, Supply Chain, Commercial, Operations and Safety, Human Resource, Compliance and Financial and there is an adequate risk management infrastructure in place, capable of addressing those risks.

16. INTERNAL FINANCIAL CONTROLS

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigils Mechanism/Whistle Blower Policy for Directors and Employees to report their genuine concerns. The Mechanism provides for adequate safeguards against victimization of director(s)/ employee(s) who can avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

18. RELATED PARTY TRANSACTIONS

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an armâs length basis, form AOC-2 is not applicable to the Company for FY 2020-21.

19. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the companyâs website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

20. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. âCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationâ and âCode of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insidersâ. The Policy is available on the companyâs website.

21. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

22. INSURANCE:

The Properties and Assets of the Company are adequately insured.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

25. AUDITORS:25.1 Statutory Auditors

M/s. N.M. Raiji & Co., Chartered Accountants, Mumbai (Firm Registration Number 108296W) were appointed as Statutory Auditors of the Company at the 39th Annual General Meeting held on August 6, 2019 to hold office from the conclusion of the said meeting till the conclusion of the 42nd Annual General Meeting. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the appointment by the members at every Annual General Meeting. Hence, the approval of the members is not being sought for the re-appointment of the Statutory Auditors and in line with resolution of their appointment passed at the Annual General Meeting held on August 6, 2019. The Auditorâs Report for financial year 2020-21 does not contain any qualification, reservation, disclaimer or adverse remark. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder. The Auditorâs Report is enclosed with the financial statements in this Annual Report.

25.2 Cost Auditors

The Board of Directors has, on the recommendation of Audit Committee, appointed Messrs. Manish Shukla & Associates, as Cost Auditors for the year 2021-22 in place of Messrs Hemant Shah & Associates, Cost Auditors, under Section 148 of the Act read with The Companies (Cost Records and Audit) Amendment Rules 2014.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, Resolution seeking Membersâ ratification for the remuneration payable to Messrs. Manish Shukla & Associates as Cost Auditors for the year 2021-22 is included under Item No. 4 of the Notice convening the Annual General Meeting.

25.3 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (LODR) Regulations, as amended, the Board of Directors has, on the recommendation of Audit Committee, re-appointed Mr. Prashant Mehta, Practising Company Secretary, to undertake the Secretarial Audit of the Company for the financial year ending 31st March, 2022.

The Auditorâs Report for financial year 2020-21 does not contain any qualification, reservation, disclaimer or adverse remark. The Report of the Secretarial Auditor for the financial year ending 31st March, 2021 is annexed herewith as âAnnexure 4 â.

26. CORPORATE GOVERNANCE

As per SEBI (LODR) Regulations, a separate section (Annexure 5) on corporate governance practices followed by the Company, together with a certificates from the Companyâs Secretarial Auditors confirming compliance forms an integral part of this Report.

27. BUSINESS RESPONSIBILITY REPORT

A separate section on Business Responsibility Reporting forms part of this Annual Report as required under Regulation 34(2) (f) of the Listing Regulations.

28. AWARDS AND RECOGNITION

Your Company was recognized at important industry forums with prestigious and diverse external accolades in 2020-21 which include:

1. Business Standards awards for corporate excellence for 2020 declared your Company as winner of the Star SME Award

2. The Indian Chemical Council awarded our Chairman and Managing Director Mr. Yogesh M. Kothari, with the Lifetime Achievement Award for his major contribution with respect to manufacturing of chemicals.

29. CONSOLIDATED FINANCIAL STATEMENTS

Since the Company does not have any subsidiary or associate company there is no requirement of preparing the Consolidated Financial Statements during the financial year 2020-21 in accordance with relevant IND AS 110 issued by the Institute of Chartered Accountants of India.

30. ANNUAL RETURN

31. EMPLOYEESa) EMPLOYEE STOCK OPTION PLAN 2018 (ESOP 2018)

The ESOP Scheme, AACL Employees Stock Option Plan 2018â (AACL ESOP, 2018) approved by the shareholders in 2018, is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). There were no changes in the Scheme during the year. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Scheme. Out of 54,621 stock options granted under the Scheme in March, 2019, 16,319 stock options were vested in March, 2020. During the year under review, 16,319 equity shares were allotted to the eligible employees pursuant to exercise of stock options by them. In April 2021, 20,702 stock options were vested under the Scheme and of that 3,853 equity shares were allotted to the eligible employees pursuant exercise of stock options by them. The Nomination and Remuneration Committee of the Board at its meetings held on 14th August, 2020 along with subsequent circular resolution passed on 20th August, 2020 and on 25th March, 2021 has further granted second tranche of 14,710 stock options and third tranche of 5,640 stock options respectively, to the eligible employees of the company under the AACL ESOP, 2018. The disclosures regarding stock options required to be made under the provisions of the SEBI Regulations are available on the website of the Company at http://alkylamines.com/investors/ ESOP%20Disclosure.pdf

A certificate from the Auditors of the Company that the Scheme has been implemented in accordance with SEBI Regulations and the resolution passed by the members, shall be placed in the ensuing Annual General Meeting for inspection of the members. A copy of the same will also be available for inspection at the Companyâs Registered Office.

b) DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013

Disclosures pertaining to the 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 thereunder forms part of the Boardâs Report. The said disclosures, information and details in respect of employees of the Company required pursuant to said Section and the Rule will be provided upon request. Further a statement showing the names and particulars

of employees drawing remuneration in excess of limits as set out under Rule 5(2) of the said Rules also forms part of this Report. However, in terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the statement of particulars of employees and is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

33. CAUTIONARY STATEMENT

34. ACKNOWLEDGEMENTS

The Directors would like to take this opportunity to show their appreciation to all employees for their hard work, dedication and support which has helped us face all challenges and enable business continuity in these turbulent times of global coronavirus pandemic and lockdown. The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Banks, Central/State Government Departments, its Customers and Suppliers.

For and on behalf of the Board

Place: Mumbai YOGESH M. KOTHARI

Date: May 27, 2021 Chairman & Managing Director

(DIN : 00010015)

Mar 31, 2018

Dear Shareholders,

The Directors take pleasure in presenting the 38th Annual Report on the business and operations of your Company together with Audited Statement of Accounts for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS:

The financial performance of your Company is as summarized below for the year under review:

	2017-18 Rs. In Lakhs	2016-17 Rs. In Lakhs
Revenue from operations	62482	54179
Other Income	316	113
Total Income	62798	54292
Profit before interest, depreciation & taxation	11959	9628
Finance costs	815	806
Depreciation	1567	1429
Profit before tax	9577	7393
Provision for tax	3148	2357
Net Profit after tax	6429	5036
Other Comprehensive Income	(47)	(66)
Total Comprehensive Income	6382	4970
Opening balance in retained earnings	18925	13969
Profit available for appropriations	25307	18939
Other adjustments due to IND AS:
- Impact of adjustment in derivatives financial instruments	63	9
- Amalgamation of subsidiary	0	(23)
Dividends paid for the year 2016-17	(1020)	-
Tax on dividends	(207)	-
Closing balance in retained earnings	24143	18925

The Company has adopted Ind AS with effect from 1st April, 2017 with a transition date of 1st April, 2016. Accordingly, results for the year ended 31st March, 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India. Previous periods figures have been restated as per Ind AS to make them comparable.

2. PERFORMANCE HIGHLIGHTS:

During the year under review, total Income increased from Rs.54292 lakhs to Rs. 62798 Lakhs, an increase of 16%.

Profit before tax for the year was Rs.9577 Lakhs compared to Rs.7393 lakhs of the previous year (an increase of 30%) and Profit after tax was Rs. 6429 Lakhs as against Rs.5036 lakhs of the previous year (an increase of 28%).

Further details of operations are given in the Management Discussion and Analysis Report annexed (Annexure 1).

3. DIVIDENDS:

Your Directors are pleased to recommend for your approval dividend of Rs. 7/- on Equity Share of Rs.5/- each for the year ended March 31, 2018 (Previous Year: Dividend of Rs.5/- per share of Rs.5/- each). The total amount of dividend including Income tax thereon amounts to Rs. 1718 Lakhs (Previous Year Rs.1227 Lakhs). You are requested to approve the same.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this Annual Report. (Annexure 1)

5. NEW PROJECTS:

We axe pleased to report that our Methylamines Plant at Dahej was commissioned on March 24, 2018. Commissioning of the project was delayed due to unexpected heavy rains at Dahej.

Our proposed capital expenditure includes:

a) Enhancing aggregate capacity of aliphatic amine hydrochloride at various locations;

b) Enhancing DEHA capacity at Kurkumbh;

c) Enhancing capacity of Acetonitrile;

d) Adding to hydrogenation capacity; and

e) Investment in environment sustainability and safety aspects.

6. SUBSIDIARY/ASSOCIATE COMPANIES

a. Alkyl Speciality Chemicals Limited:

Application for merger of this subsidiary company with our Company was approved by National Company Law Tribunal and the Subsidiary Company is merged with this Company with effect from April 1, 2016.

b. Diamines & Chemicals Limited, Vadodara:

Diamines and Chemicals Ltd., Vadodara, our associate company, has achieved a total income (net) of Rs.3994.29 Lakhs as against Rs. 3882.38 Lakhs of the previous year. They made a profit after tax of Rs. 708.90 Lakhs as against Rs.479.81 Lakhs of the previous year. They have declared a dividend of Rs.2.50 per equity share of Rs.10/- each for the year ended March 31, 2018.

Pursuant to IND AS 110, Consolidated Financial Statements presented by the Company include the financial information of Diamines and Chemicals Ltd.

7. RESPONSIBLE CAREÂ®:

Responsible Care is a voluntary initiative of International Council of Chemical Associations, implemented in India by Indian Chemical Council to safely handle the products from inception in the research laboratory, through manufacture and distribution, to ultimate reuse, recycle and disposal, and to involve the public in the decision making processes. We have got our company recertified for Responsible CareÂ®in Sept 2017. Several programs and studies related to safety, environment and health have been taken up and are being implemented.

Your Company has participated in developing Product Safety and Stewardship and Product distribution code as a part of initiative taken by Indian Chemical Council (ICC) along with other chemical companies. The objective was to update codes after rigorous implementation of Responsible Care program and findings of audits.

7.1. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

7.2. SAFETY, HEALTH AND ENVIRONMENT:

Keeping in line with the core values of being a responsible corporate citizen, an Integrated Management System to ensure an effective Environment Management and Occupational Health Management has been established by your Company.

In the new manufacturing site at Dahej, which was commissioned recently, safety and Environment management systems, similar to those followed in Kurkumbh and Patalganga are being implemented. Safety performance would be monitored regularly on monthly basis in monthly review meetings.

(a) Safety: We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. All incidents are investigated by team and discussed in safety committee meetings and corrective actions, wherever necessary, are taken immediately. Employees are trained in safe practices to be followed at workplace. Compliance of safety training has improved over the years and there is active participation from employees. Safety Professional meetings are organized by Industrial Association in Mutual Aid scheme in the respective industrial areas. We are one of the leading members of Local and District Crisis Group and have earned reputation amongst society around and statutory authorities for prompt support during Disaster Management events.

External safety audit is carried out by outside agencies and the audit recommendations are being implemented. No major deviation has been observed.

Safety promotional activities such as celebration of National Safety Week, World Environment Day, Fire Service Day are celebrated with active participation of employees and contract workers. Competition are held and prizes are awarded to successful participants. Persons from neighboring industries and Govt. officers are invited for closing safety week ceremony.

The Company conducts scheduled mock drill for emergency scenarios with the active involvement of its staff and occasionally in the presence of external stakeholders. The gaps, if any, are immediately addressed for closure. To strengthen the Emergency Response, the company conducts truncated drills and table top exercises to assess the performance of emergency responders. Daily tool box talks and safety talks to officers and contractors are done by the company staff.

The Company has a Disaster Management Plan within the Company, either in the form of providing risk information to the community or responding in case of any emergency, as a part of its social responsibility.

Online deviation reporting system has been installed with access to all employees including contract employees. The deviations recorded are promptly corrected by Area in-charge and closed. Employees are rewarded for good suggestions. This system encourages involvement of employees at all levels.

The Safe employee and Safe contractor awards initiated in 2015-16 were distributed accordingly in 2017-18

There have been no major incidents in any site during the year 2017-18 Minor incidents are recorded and investigated regularly. Walkthrough rounds by senior managers are conducted monthly and each area of the factory is visited regularly. Observed deviations are recorded and closed immediately. Special budget is allocated to Site Head for this activity.

(b) Health : Health of employees is of utmost importance. Periodic check up of employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is done. We also have well equipped Occupation Health Centers with a Doctor, appropriate staff and own AMBULANCE Vehicle at manufacturing sites at Patalganga and Kurkumbh. We have team of employees trained as FIRST AIDERS who contribute their skills while on duty as well as away from duties to serve the society. Occupational Health and Safety issues are continuous focus points for your Company. Both sites are certified to BS OHSAS 18001:2007.

New employees undergo medical check up before they join duty. Training programs are arranged on lifestyle diseases by eminent doctors. Health camps (including blood donation camps) are arranged. Drivers are provided training on health issues. Occupational health Centres have been upgraded and modern equipments are provided. Health promotional activities, such as celebrating International Yoga day at all our sites and conducting Yoga training of our employees and contractors were done.

In line with our Alkyl Policy, we give utmost importance to Environment protection and adherence to pollution control norms. Environmental Management System at Patalganga and Kurkumbh are certified to ISO 14001:2015. We have successfully completed the upgradation to ISO 14001:2015 in August 2017.

i) Air Emissions - We monitor regularly emissions from various sources and are very particular about compliance with statutory requirement. Projects are undertaken for reduction of emissions. During the year, we have provided at Patalganga, sprinkler system at coal storage, conveyor and crusher area.

ii) Liquid Waste Treatment - We have integrated Effluent Treatment Plants and we maintain outlet standards within the prescribed limits by hydrocavitation method . Continuous efforts are made by improving the internal processes to minimize the quantity of effluent generated. During the year, we have enhanced the capacity of tertiary plant in ETP to bring down TSS. Our Company is also a member of the CETP located at Patalganga and Kurkumbh. We are also planning for zero discharge for our Kurkumbh Plant. First phase of the project has been commissioned. The remaining phase will be commissioned shortly.

iii) Solid Waste Management - Solid wastes are disposed of to secured landfill or sent for incineration at the Hazardous waste disposal facility.The manufacturing sites at Patalganga, Kurkumbh and Dahej are members of the Authorized Common Hazardous Waste Transport, Storage & Disposal Facility namely; Mumbai Waste Management Limited, Taloja, Maharashtra Enviro Power Limited, Ranjangaon and Bharuch Enviro Infrastructure Ltd. respectively. We have a program in place for waste management using reduction/ recycle/ reuse/ recovery techniques. These programs are continuously reviewed for monitoring their progress and effectiveness.

iv) Green belt - Tree plantation inside and outside the factory premises is given utmost importance and is done on a regular basis

v) Non conventional Renewable Energy and Natural Resource conservation -

Our 2 MW Solar Power Plant at Bhoom, Maharashtra, is working satisfactorily. Solar Water heaters have been installed at the staff colony. Use of water from the Sewage Treatment Plant for gardening, and number of GO GREEN activities were undertaken at the plant and staff colony.

vi) New storm water drainage system has been constructed in Kurkumbh to regulate flow of water to outside factory premises.

8. CORPORATE SOCIAL RESPONSIBILITY:

Your Company works with a deep sense of social commitment and contributes towards the welfare of the society that it is part of. Your Companyâs concerns are focused on Environment Sustainability & Rural Development, Health/Women Empowerment, Education/Sports and others. The Annual Report on CSR activities is annexed herewith as âAnnexure 3â.

9. DIRECTORS:

Mr. Suneet Kothari retires by rotation at the Annual General Meeting and, being eligible, has offered himself for re-appointment. Your Directors recommend his reappointment.

9.1 Board Evaluation

9.2 Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy can be viewed on the companyâs website.

9.3 Meetings

9.4. Directorsâ Responsibility Statement

a. that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

10. RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an armâs length basis, form AOC-2 is not applicable to the Company.

11. CODE OF CONDUCT:

12. INSIDER TRADING POLICY:

As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conduct for, regulating monitoring and reporting of trading by insiders. For details please refer to the companyâs website.

13. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

14. INSURANCE:

The Properties and Assets of the Company are adequately insured.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

17. AUDITORS:

17.1 Statutory Auditors

Messrs. N. M. Raiji & Co., Chartered Accountants (ICAI Firm Registration Number 108296W) Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and beling eligble have offered themselves for reappointment. Your Board recommends their reappointment. We have received a certificate from them to the effect that they are eligible to be reappointed as per provisions of Section 139 of The Companies Act, 2013.

17.2 Cost Auditors

The Board of Directors has re-appointed Messrs. Hemant Shah & Associates, as Cost Auditor for the year 2018-19. Their reappointment as Cost Auditors for the year 2018-19 is sought under Item No. 5 of the Notice convening the Annual General Meeting.

17.3 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Prashant S. Mehta, Practising Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as âAnnexure 4 â.

18. CORPORATE GOVERNANCE

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section (Annexure 5) on corporate governance practices followed by the Company, together with a certificate from the Companyâs Secretarial Auditors confirming compliance forms an integral part of this Report.

19. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant IND AS 110 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure 6â.

21. PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed thereunder is enclosed as âAnnexure 7â to the Boardâs Report. The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company (except Saturdays and Sundays) up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

22. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints Committees at its workplaces. No complaints have been received during the year 2017-18.

23. CAUTIONARY STATEMENT

24. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, Bankers, Central/State Government Departments, its Customers and Suppliers.

For and on behalf of the Board

Place: Mumbai YOGESH M. KOTHARI

Dated: May 18, 2018 Chairman & Managing Director

(DIN: 00010015)

Mar 31, 2017

DIRECTORSâ REPORT TO THE MEMBERS

Dear Shareholders,

The Directors take pleasure in presenting the 37th Annual Report on the business and operations of your Company together with Audited Statement of Accounts for the financial year ended March 31, 2017.

1. FINANCIAL RESULTS:

The financial performance of your Company is as summarized below for the year under review:

	2016-17 Rs, In Lakhs	2015-16 Rs, In Lakhs
Total Revenue (including Excise & Sales tax)	55700	53797
Total Revenue (net of taxes)	50164	48601
Profit before interest, depreciation & taxation	9270	9341
Interest & financial expenses	562	803
Depreciation	1429	1289
Profit before tax	7279	7248
Provision for tax	2319	2263
Net Profit after tax	4961	4985
Add: balance profit brought forward	14041	11511
Profit available for appropriation	19002	16496
Transfer to General Reserve	0	0
Provision for dividend/(dividend paid last year)	1020	2040
Tax on dividends	207	415
Balance profit carried to balance sheet	17775	14041

2. PERFORMANCE HIGHLIGHTS:

During the year under review, total Income (gross) marginally increased from Rs, 53797 lakhs to Rs, 55700 Lakhs.

Profit before tax for the year was Rs, 7279 Lakhs compared to Rs, 7248 lakhs of the previous year and Profit after tax was Rs, 4961 Lakhs as against Rs, 4985 lakhs of the previous year.

Further details of operations are given in the Management Discussion and Analysis Report annexed (Annexure 1).

3. DIVIDENDS:

Your Directors are pleased to recommend for your approval dividend of Rs, 5/- on Equity Share of Rs, 5/- each for the year ended March 31, 2017 (Previous Year: Dividend of Rs, 10/- per share of Rs, 5/- each). The total amount of dividend including Income tax thereon amounted to Rs, 1227 Lakhs (Previous Year Rs, 2455 Lakhs). You are requested to approve the same.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

5. NEW PROJECTS:

Implementation of our Methylamines Plant at Dahej is in full swing. Barring unforeseen circumstances, we expect to commission the Plant by the third quarter of 2017-18. We are also planning for a new plant to produce Acetonitrile at Dahej. Our new projects also include:

a) enhancing aggregate capacity of aliphatic amine hydrochloride at various locations, and

b) enhancing DEHA capacity at Kurkumbh.

6. ASSOCIATE/SUBSIDIARY COMPANIES

a. Diamines & Chemicals Limited, Vadodara:

Diamines and Chemicals Ltd., Vadodara, our associate company, has achieved a total income (net) of Rs, 3481.30 Lakhs as against Rs, 3557.64 Lakhs of the previous year. They made a profit after tax of Rs, 427.70 Lakhs as against Rs, 25.34 Lakhs of the previous year. They have declared a dividend of Rs, 1.50 per equity share of Rs, 10/- each for the year ended March 31, 2017.

b. Alkyl Speciality Chemicals Limited:

Application for merger of this subsidiary company with our Company is pending with National Company Law Tribunal. During the year 2016-17 Alkyl Speciality Chemicals Ltd. earned a profit before tax of Rs, 13.23 lakhs compared to Rs, 14.10 lakhs of the previous year and profit after tax of Rs, 9.26 lakhs compared to Rs, 10.73 lakhs of the previous year.

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Diamines & Chemicals Limited and Alkyl Speciality Chemicals Limited.

The Annual Accounts of the Subsidiary company - Alkyl Speciality Chemicals Limited, are available for inspection by any member at the registered office during business hours. The Company will send copies thereof to the shareholders who may, if required, write to the company.

7. RESPONSIBLE CARE:

Your Company is supporting Nicer Globe, a Responsible Care initiative of Indian Chemical Council (ICC), along with other chemical companies. Nicer Globe is all about safe transportation of chemicals and providing proper emergency response. Responsible CareÂ® is a wide-ranging voluntary initiative of International Council of Chemical Associations, being implemented in India by Indian Chemical Council to safely handle the products from inception in the research laboratory, through manufacture and distribution, to ultimate reuse, recycle and disposal, and to involve the public in the decision making processes. We have got our company certified for Responsible CareÂ®. Various programs and studies related to safety, environment and health have been taken up and are being implemented, as listed hereunder:

7.1. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

7.2. SAFETY, HEALTH AND ENVIRONMENT:

(a) Safety : We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. All incidents are analyzed in safety committee meetings and corrective actions, wherever necessary, are taken immediately. Employees are trained in safe practices to be followed at workplace. Active participation is done in Mutual Aid scheme in the respective industrial areas. We are one of the leading members of Local and District Crisis Group and have earned reputation amongst society around and statutory authorities for prompt technical support during Disaster Management events.

External safety audit is carried out by outside agencies and the audit recommendations are being implemented.

Safety promotional activities such as celebration of national safety week, world environment day, fire service day, and participation in regional safety competition are done regularly.

The Company conducts scheduled Mock drill for emergency scenarios with the active involvement of its staff and occasionally in the presence of external stakeholders. The gaps, if any, are immediately addressed for closure. To strengthen the Emergency Response, the company conducts Truncated drills and Table top exercises to assess the performance of emergency responders. Daily tool box talks and safety talks to officers and contractors are done by the company staff.

The Company has a Disaster Management Plan within the Company and for surrounding industry, either in the form of providing risk information to the community or responding in case of any emergency, as a part of its social responsibility.

The Safe employee and Safe contractor awards initiated in 2015-16 were distributed accordingly in 2016-17.

Based on Operational Hazards, we have provided adequate levels of protections through scientific safety studies.

An unfortunate incident of fire occurred in our Kurkumbh factory on November 12, 2016, due to which two workers were injured and one of them while undergoing treatment, succumbed to his injuries. The other worker was discharged after due treatment. After discussion with the deceased workmanâs family, appropriate compensation was agreed and paid and his relative was given employment in the factory.

(b) Health : Health of employees is of utmost importance. Periodic check up of all employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is done. We also have well equipped Occupation Health Centers with a full time Doctor, appropriate staff and own AMBULANCE Vehicle at both manufacturing sites at Patalganga and Kurkumbh. We have team of employees trained as FIRST AIDERS who contribute their skills while on duty as well as away from duties to serve the society. Occupational Health and Safety issues are continuous focus points for your Company. Both sites are certified to OHSAS 18001:2007.

New employees undergo medical checkup before they join duty. Training programs are arranged on lifestyle diseases by eminent doctors. Health camps (including blood donation camps) are arranged. Drivers are provided training on health issues. Occupational health Centres have been upgraded and modern equipments are provided. Health promotional activities, such as celebrating International Yoga day at all our sites and conducting Yoga training for our employees and contractors were done.

(c) Environment: In line with our IMS Policy, we give utmost importance to Environment protection and adherence to pollution control norms. Environmental Management System at Patalganga and Kurkumbh are certified to ISO 14001:2004. We have successfully completed the surveillance audits that take place from time to time.

Environment protection and adherence to pollution control norms is of high concern for our company.

i) Air Emissions - We monitor regularly emissions from various sources and are very particular about compliance with statutory requirement. Projects are undertaken for reduction of emissions.

ii) Liquid Waste Treatment - We have integrated Effluent Treatment Plants and we maintain outlet standards within the prescribed limits. Continuous efforts are made by improving the internal processes to minimize the quantity of effluent generated and feasibility of recycling of treated effluent is being studied. Capital expenditure for expanding as well as further up gradation of the effluent treatment facility to meet long term requirements have been cleared and are under design stage. Our Company is also a member of the CETP located at Patalganga and Kurkumbh. The ETPâs at both sites are performing satisfactorily.

iii) Solid Waste Management - Solid wastes are either incinerated or disposed of to secured landfill. The manufacturing sites at Patalganga and Kurkumbh are members of the Authorized Common Hazardous Waste Transport, Storage & Disposal Facility namely; Mumbai Waste Management Limited, Taloja, and Maharashtra Enviro Power Limited, Ranjangaon respectively. We have a program in place for waste management using reduction/ recycle/ reuse/ recovery techniques. These programs are continuously reviewed for monitoring their progress and effectiveness.

iv) Green belt - Tree plantation inside and outside the factory premises is given utmost importance and is done on a regular basis

v) Non conventional Renewable Energy and Natural Resource conservation -

Additional Solar Water heaters have been installed at the staff colony. Use of water from the Sewage Treatment Plant for gardening, Rain water harvesting, and number of GO GREEN activities were undertaken at the plant and staff colony.

vi) Our 2 MW Solar Power Project at Bhoom is working satisfactorily.

vii) Possibility of contaminating the storm water due to heavy rains, has been eliminated by improving the effluent collection system, This arrangement of transferring of effluent through pipelines continues to work satisfactorily.

viii) A new and efficient coal fired boiler was installed and commissioned in 2016-17. This arrangement will ensure better thermal efficiency, serve as an installed standby to the existing boilers and increase number of days available for production.

8. CORPORATE SOCIAL RESPONSIBILITY:

9. DIRECTORS:

Mr. Kirat Patel retires by rotation at the Annual General Meeting and, being eligible, has offered himself for re-appointment. Your Directors recommend his reappointment.

9.1 Board Evaluation

9.2 Remuneration Policy

9.3 Meetings

During the year four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9.4. Directorsâ Responsibility Statement

a. that in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

10. RELATED PARTY TRANSACTIONS

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an armâs length basis, form AOC-2 is not applicable to the Company.

11. CODE OF CONDUCT:

12. INSIDER TRADING POLICY:

As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conduct for Regulating Monitoring and Reporting of Trading by Insiders. For details please refer to the companyâs website.

13. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

14. INSURANCE:

The Properties and Assets of the Company are adequately insured.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

17. AUDITORS:

17.1 Statutory Auditors

As per the provisions of Section 139 of the Companies Act 2013, the term of office of M/s Bansi S. Mehta & Co. as Statutory Auditors of the Company, will conclude from the close of the forthcoming Annual General Meeting of the Company. They have been our Auditors from inception of the Company. The Board of Directors places on record its appreciation for the services rendered by M/s. Bansi S. Mehta & Co. as the Statutory Auditors of the Company. Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of Messrs. N. M. Raiji & Co., Chartered Accountants (ICAI Firm Registration Number 108296W) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013. Membersâ attention is drawn to a Resolution proposing the appointment of Messrs. N. M. Raiji & Company, as Statutory Auditors of the Company which is included at Item No. 4 of the Notice convening the Annual General Meeting

17.2 Cost Auditors

The Board of Directors has re-appointed Messrs. Hemant Shah & Associates, as Cost Auditor for the year 2017-18. Their reappointment as Cost Auditors for the year 2017-18 is sought under Item No. 5 of the Notice convening the Annual General Meeting.

17.3 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. V. Sundaram, Practising Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as âAnnexure 4 â.

18. CORPORATE GOVERNANCE

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section (Annexure 5) on corporate governance practices followed by the Company, together with a certificate from the Companyâs Auditors confirming compliance forms an integral part of this Report.

19. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure 6â.

21. PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed there under is enclosed as âAnnexure 7â to the Boardâs Report. The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

22. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

23. CAUTIONARY STATEMENT

24. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Financial Institutions, Banks, Central/State Government Departments, its Customers and Suppliers.

For and on behalf of the Board

Place: Mumbai YOGESH M. KOTHARI

Dated: May 18, 2017 Chairman & Managing Director

(DIN: 00010015)

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 35th Annual Report and Audited Statement of Accounts of the Company for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year ended March 31, 2015 is summarised below:

2014-15 2013-14 Rs. In Rs. In Lakhs Lakhs

Total Revenue (including Excise 53011 49443 & Sales tax)

Total Revenue (net of taxes) 47822 44815

Profit before interest, depreciation 8849 8660 & taxation

Interest & financial expenses 1023 1224

Depreciation 1135 974

Profit before tax 6691 6462

Provision for tax 2149 2174

Net Profit after tax 4542 4288

Add: balance profit brought forward 8405 5500

Profit available for appropriation 12947 9788

Transfer to General Reserve 454 429

Equity Dividend 816 816

Tax on dividends 166 138

Balance profit carried to balance sheet 11511 8405

2. DIVIDENDS:

We recommend for your approval payment of dividend at Rs. 4/- per Equity Share on Equity Share of Rs. 5/- each for the year ended March 31, 2015 (Previous Year: Rs. 8/- per share of Rs. 10/- each). The total amount of dividend including Income tax thereon would amount to Rs. 982 Lac (Previous Year Rs. 954 Lac).

3. SHARE CAPITAL:

As per the approval given by the shareholders through postal ballot, the company has sub-divided the equity share of Rs. 10/- each into equity share of Rs. 5/- each, with effect from September 9, 2014. The paid-up Capital as on March 31, 2015 is Rs. 1019.82 Lac consisting of 2,03,96,392 equity shares of Rs. 5/- each.

4. OPERATIONS:

Total Income (gross) increased by 7.22% from Rs. 49443 Lac of the previous year to Rs. 53011 Lac for the year 2014-15. This should be viewed favourably looking at the prevailing recessionary trends in export markets. Though export sales increased in volume, export sales in value for the year 2014-15 was Rs. 8497 lac (FOB) compared to Rs. 9315 lac (FOB) of 2013-14. This was mainly because of lower export realisation in rupees due to foreign exchange rate fluctuation.

Profit before tax registered a marginal increase from Rs. 6462 Lac to Rs. 6691 Lac and profit after tax increased from Rs. 4288 Lac to Rs. 4542 Lac.

Further details of operations are given in the Management Discussion and Analysis Report annexed (Annexure 1).

5. NEW PROJECTS:

5.1 New Project at Kurkumbh (Maharashtra):

We had applied for environment clearance for the second phase of Acetonitrile expansion and also for enhancement of DMAHCl production capacity at Kurkumbh. We have received the Environment Clearance and Consent to Establish. We expect to get the consent to operate shortly.

5.2 New Project at Dahej (Gujarat):

As already reported, we have taken possession of land at Dahej and have also paid contribution charges for water supply. We had filed application for environment clearance with Ministry of Environment & Forests. We expect to get the environment clearance by end of this year. In the meantime we plan to start preliminary engineering work by July 2015 for this project.

5.3 Solar Project at Bhoom, Dist. Osmanabad (Maharashtra):

We have acquired 10 acres of land at Village Bhoom, Dist. Osmanabad, for setting up our 2 MW Solar Project. The EPC contract has been awarded and the Project is expected to be commissioned shortly. This investment will help to save electricity costs and contribute towards our efforts for sustainable green energy to protect environment.

6. ASSOCIATE/SUBSIDIARY COMPANIES

a. Diamines & Chemicals Limited, Vadodara:

Diamines and Chemicals Ltd., Vadodara, our associate company, has achieved a total income (gross) of Rs. 3,927.64 Lac as against Rs. 4424.29 Lac of the previous year. They incurred a net of loss of Rs. 155.40 lacs as against a profit after tax of Rs.75.06 Lac of the previous year.

b. Alkyl Speciality Chemicals Limited:

This company was earlier engaged in marketing of speciality chemicals. However, effective from July 2014 they have discontinued their operations.

This company achieved a total income of Rs. 31.35 Lac (Previous Year: Rs. 51.92 Lac) and a profit after tax of Rs. 19.88 Lac as against Rs. 43.16 Lac of the previous year. We are considering merger of the subsidiary company with the Holding Company or alternatively, winding up the subsidiary company.

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Diamines & Chemicals Limited and Alkyl Speciality Chemicals Limited.

The Annual Accounts of the Subsidiary company - Alkyl Speciality Chemicals Limited, are available for inspection by any member at the registered office during business hours. The Company will send copies thereof to the shareholders who may, if required, write to the company.

7. RESPONSIBLE CAREÂ®:

Responsible CareÂ® is a wide-ranging voluntary initiative of International Council of Chemical Associations, being implemented in India by Indian Chemical Council to safely handle the products from inception in the research laboratory, through manufacture and distribution, to ultimate reuse, recycle and disposal, and to involve the public in the decision making processes. We have got our company certified for Responsible CareÂ®. Various programs and studies related to safety, environment and health have been taken up and are being implemented, as listed hereunder:

7.1. Energy Conservation and Technology Absorption:

The information on conservation of energy, technology absorption and other details stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith in ''Annexure 2".

7.2. Safety, Health and Environment:

Keeping in line with the core values of being a responsible corporate citizen, an Integrated Management System to ensure effective Occupational Health Management has been established by your Company.

(a) Safety : We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. All incidents are analysed in safety committee meetings and corrective actions, wherever necessary, are taken immediately. Employees are trained in safe practices to be followed at workplace. Active participation is done in Mutual Aid scheme in the respective industrial areas. We are active and leading member of Local and District Crisis Group and have earned reputation amongst society around and statutory authorities for prompt technical support during Disaster Management events.

External safety audit is carried out by outside agencies and the audit recommendations are being implemented.

Safety promotional activities such as celebration of national safety week, world environment day, fire service day, and participation in regional safety competition are being done regularly.

The Company conducted Mock drill for onsite emergency scenario in presence of Observers from Directorate of Industrial Safety and Health and experts from other industries. The systematic mitigation actions were appreciated by the observers.

The Company has a Disaster Management Plan within the Company and for surrounding industry, either in the form of providing risk information to the community or to respond in case of any emergency, as a part of its social responsibility. As a part of Disaster Management Programme, to create awareness about the immediate and timely actions to be taken at the time of disasters like gas leak, accidents etc., mock drills are conducted.

Online deviation reporting system has been installed with access to all employees including contract employees. The deviations recorded are promptly corrected by Area in-charge and closed. Employees are rewarded for good suggestions. This system encourages involvement of employees at all levels.

(b) Health : Health of employees is of utmost importance. Periodic check up of employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is done. We also have well equipped Occupation Health Centers with a full time Doctor, appropriate staff and own AMBULANCE Vehicle at both manufacturing sites at Patalganga and Kurkumbh. We have team of employees trained as FIRST AIDERS who contribute their skills while on duty as well as away from duties to serve the society. Occupational Health and Safety issues are continuous focus points for your Company. Both sites are certified to OHSAS 18001:2007.

Regular health check up of employees and contract employees is carried out and recorded. New employees undergo medical check up before starting work. Training programs are arranged on lifestyle diseases by eminent doctors. Health camps (including blood donation camps) are arranged. Drivers are provided training on health issues. Occupational health Centres have been upgraded and modern equipments are provided.

(c) Environment: In line with our IMS Policy, we give utmost importance to Environment protection and adherence to pollution control norms. Environmental Management System at Patalganga has been re-certified to ISO 14001:2004. Kurkumbh unit was certified as ISO 14001:2004 in April 2011. We have completed successfully the surveillance audits.

Environment protection and adherence to pollution control norms is of high concern for our company.

i) Air Emissions - We monitor regularly emissions from various sources and are very particular about compliance with statutory requirement. Projects are undertaken for reduction of emissions.

ii) Liquid Waste Treatment - We have integrated Effluent Treatment Plants and we maintain outlet standards within the prescribed limits. Continuous efforts are made by improving the internal processes to minimize the quantity of effluent generated and feasibility of recycling of treated effluent is being studied. The company has planned substantial investment for expanding as well as upgrading its effluent treatment capacity to meet long term requirements. Our Company is also a member of the CETP located at Patalganga and Kurkumbh. Pilot Plant trials of RO system were conducted to confirm the suitability of RO process for recovering water from treated effluent and recycle it for process use. The 1st phase of up-gradation of ETP has been completed and its performance is under observation. During F.Y. 2014-15, the 2nd phase of up-gradation was implemented which includes 200m3 holdup tank to prevent shock loads to biological treatment, addition of Tertiary treatment bank and Decanter for handling Chemical and Biological sludge.

iii) Solid Waste Management - Solid wastes are either incinerated or disposed off to secured landfill. The manufacturing sites at Patalganga and Kurkumbh are members of the Authorized Common Hazardous Waste Transport, Storage & Disposal Facility namely; Mumbai Waste Management Limited, Taloja, and Maharashtra Enviro Power Limited, Ranjangaon respectively. We have successfully implemented further Solid waste reduction in some plants in terms High Boilers generation by process modification.

iv) Green belt - Tree plantation inside and outside the factory premises is given utmost importance. So far we have planted nearly 8320 trees in and around our plant sites.

v) Non conventional Renewable Energy and Natural Resource conservation - We use Solar Water heaters at the staff colony. Measures like gravitational water supply, Sewage water gardening, Rain water harvesting, and number of GO GREEN activities are also undertaken at the staff colony.

vi) Our 2MW Solar Power Project at Bhoom is also ready for commissioning.

8. CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Health, Water, Sanitation, Woman Empowerment, Sports, Environment Sustainability and Rural Development. These projects are in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as ''Annexure 3".

9. DIRECTORS:

Mr. Suneet Kothari, Executive Director, retires by rotation at the Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Shareholders at the Annual General Meeting held on August 7, 2014 have appointed Mr. Shobhan M. Thakore, Mr. D. G. Piramal, Mr. K.R.V. Subrahmanian, Mr. S. B. Ghia, Mr. P. N. Kapadia and Ms. Tarjani Vakil as Independent Directors for a period of 5 years. All the independent directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Board of Directors have at their meeting held on January 28, 2015, reappointed Mr. Kirat Patel and Mr. Suneet Kothari, as Executive Directors and Mr. Yogesh M. Kothari as Chairman & Managing Director for a further period of five years, the details of which are given in the notice convening the meeting.

9.1 Board Evaluation

The Board recognizes the importance of reviewing and improving upon its performance. For this purpose, they meet regularly to discuss the effectiveness of the functioning of the Chairman, Executive Directors, other Directors and also the Committees and to agree ways in which performance can be further improved looking at the likely needs in future of the new projects and new responsibilities.

9.2 Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy can be viewed on the company''s website.

9.3 Meetings

During the year four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9.4. Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

10. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, form AOC-2 is not applicable to the Company.

11. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

12. INSIDER TRADING POLICY:

As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitarimg and Reporting of Trading by Insider. For details please refer to the company''s website.

13. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

14. INSURANCE:

The Properties and Assets of the Company are adequately insured.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

17. AUDITORS:

17.1 Statutory Auditors

The Company''s Auditors, Messrs. Bansi S. Mehta & Co., Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

17.2 Cost Auditors

We regret to inform the members about the sad demise of Mr. Hemant Shah, Cost Auditor who was appointed at the last Annual General Meeting as Cost Auditor. The Board of Directors has appointed Messrs. Hemant Shah & Associates (of which Mr. Manish Shukla is the Proprietor) in his place. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, members'' ratification for the remuneration payable to Messrs. Hemant Shah & Associates, Cost Auditors, for the year 2014- 15 and also for their appointment as Cost Auditors for the year 2015-16 is sought under Item No. 5 of the Notice convening the Annual General Meeting.

17.3 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs V. Sundaram & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as ''Annexure 4".

18. ENHANCING SHAREHOLDERS'' VALUE:

Your Company believes that its Members are among its most important stakeholders.

Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

19. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section (Annexure 5) on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an intergal part of this Report.

20. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

21. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 6".

22. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints Committees at its workplaces. No complaints have been received during the year 2014-15.

24. CAUTIONARY STATEMENT:

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

25. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Financial Institutions, Banks, Central/State Government Departments, its Customers and Suppliers.

For and on behalf of the Board

Place: Mumbai YOGESH M. KOTHARI Dated: May 15, 2015 Chairman & Managing Director (DIN: 00010015)

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 34th Annual Report and Audited Statement of Accounts of the Company for the financial year ended March 31, 2014.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year ended March 31, 2014 is summarised below:

2013-14 2012-13 Rs. in Lacs Rs. in Lacs

Total Revenue (including Excise & Sales tax) 49443 40667

Total Revenue (net of taxes) 44815 36720

Profit before interest, depreciation & Taxation 8660 5890

Interest & financial expenses 1224 1294

Depreciation 974 1003

Profit before tax 6462 3593

Provision for tax 2174 1200

Net Profit after tax 4288 2393

Add: balance profit b/f 5500 3942

Profit available for appropriation 9788 6335

Transfer to General Reserve 429 239

Equity Dividend 816 510

Tax on dividends 138 86

Balance profit carried to balance sheet 8405 5500

2. DIVIDENDS:

We recommend for your approval payment of dividend at Rs. 8/- per Equity Share on Equity Shares of Rs. 10/- each for the year ended March 31, 2014 (Previous Year: Rs. 5/- per share). The total amount of dividend including Income tax thereon would amount to Rs. 954 lacs (Previous Year Rs. 596 lacs).

3. SHARE CAPITAL:

In order to improve the liquidity of our equity shares on the Stock Exchanges, your Directors propose to sub-divide the equity shares of Rs. 10/- each into equity shares of Rs. 5/- each, subject to approval of the members. This will also involve amendment to the Memorandum & Articles of Association, and hence, permission of the members is being sought through a Postal ballot.

4. OPERATIONS:

Despite challenging macro economic conditions, total Income (gross) increased by 22% from Rs. 40667 lacs of the previous year to Rs. 49443 lacs for the year 2013-14. Profit before tax registered an 80% increase from Rs. 3593 lacs to Rs. 6462 lacs and profit after lax increased by 79% from Rs. 2393 lacs to Rs. 4288 lacs.

Further details of operations are given in the Management Discussion and Analysis Report annexed (Annexure 1).

5. NEW PROJECTS:

We had reported last year commissioning of our new plant to produce Acetonitrile, a chemical, which has applications in pharma and agrochemical sectors. We are in the process of enhancing the capacity of this plant, which is expected to be completed bv third quarter of 2014.

As we had reported in last year''s Annual Report, we are implementing a project at Dahej, Gujarat, for manufacture of methylamines, its various derivatives and speciality chemicals. The land allocation has been done bv the Government of Gujarat and further steps for implementation of the Project are being taken.

6. EXPORTS/FOREIGN EXCHANGE EARNINGS:

During the year 2013-14, we achieved an export turnover of Rs. 9315 lacs (FOB) compared to Rs. 7725 lacs (FOB) of the previous vear, i.e. an increase of 21%. Total Foreign Exchange earnings for the vear 2013-14 were Rs. 9359 lacs.

7. FOREIGN EXCHANGE OUTGO:

During the year 2013-14, we have utilised a sum of approx. Rs. 3776 lacs (compared to Rs. 2373 lacs) in foreign currency mainly to import raw materials.

8. ASSOCIATE/SUBSIDIARY COMPANIES

a. Diamines & Chemicals Limited, Vadodara:

Diamines and Chemicals Ltd., Vadodara, our associate company, has achieved a total income (gross) ofRs. 4947 lacs as against Rs. 6411 lacs of the previous vear and a profit after tax of Rs. 75 lacs as against Rs. 170 lacs of the previous year.

b. Alkyl Amines (Europe) SPRL:

Our subsidiary company, Alkvl Amines (Europe) SPRL in Belgium with an initial share capital of Euro 12400 was remaining dormant and hence, we have closed down this company on March 31, 2014.

c. Alkyl Speciality Chemicals Limited:

This company was engaged in marketing of speciality chemicals.

This company achieved a total income of Rs. 51.92 lacs (Previous Year: Rs. 22.82 lacs) and a profit after tax of Rs. 43.16 lacs as against Rs. 13.06 lacs of the previous year.

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented bv the Company include the financial information of Diamines & Chemicals Limited and Alkyl Speciality Chemicals Limited.

The Annual Accounts of the Subsidiary company Alkyl Speciality Chemicals Limited are available lor inspection bv any member at the registered office during business hours. The Company will send copies there of to the shareholders who may, if required, write to the company.

9. CONSERVATION OF ENERGY:

Energy conservation continues to be an active focus area for your Company since it is not only a major "cost in the manufacturing process but, more importantly, a significant part of your Company''s corporate social responsibilities. Your Company has taken several initiatives at each plant level in order to conserve energy which is in line with our policy of conservation of natural resources.

Our company has taken various measures for conservation of energy. These include the following:

a) Improved steam condensate recovery by installing new design of traps and monitoring trap performance.

b) Reduction in consumption of steam, electricity and cooling water by debottlenecking various plants, improvement in yields and planned increase in throughput.

c) Utilization of by-product steam.

d) New Coal fired Boiler is commissioned. Fuel Oil consumption has been reduced and Steam to Fuel ratio has improved.

e) Air Cooled Heat exchangers have been installed and commissioned resulting in reduced water consumption lor the cooling tower make up.

f) Schemes for optimum utilization of Turbine power are in place and will be implemented shortly.

10. SAFETY, HEALTH AND ENVIRONMENT:

Keeping in line with the core values of being a responsible corporate citizen, an integrated Material System to ensure effective Occupational Health Management has been established by your Company.

(a) Safety : We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. All incidents are analysed in safety committee meetings and corrective actions, wherever necessary, are taken immediately. Employees are trained in safe practices to be followed at workplace. Active participation is done in Mutual Aid scheme in the respective industrial areas. We are active and leading member of Local and District Crisis Croup and have earned reputation amongst society around and statutory authorities for prompt technical support during Disaster Management events.

External safety audit is carried out by outside agencies and the audit recommendations are being implemented.

Safety promotional activities such as celebration of national safety week, world environment day, fire service day, and participation in regional safety competition are done regularly.

The Company conducted Mock drill for onsite emergency scenario in presence of Observers from Directorate of Industrial Safety and Health and experts from other industries, the systematic mitigation actions were appreciated by the observers.

The Company has a Disaster Management Plan within the Company and to surrounding industry, either in the form of providing risk information to the community or to respond in case of any emergency, as a part of its social responsibility. As a part of Disaster Management Programme, to create awareness about the immediate and timely actions to be taken at the time of disasters like gas leak, accidents etc., mock drills are conducted.

(b) Health : Health of employees is of utmost importance. Periodic check up of employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is done. We also have well equipped Occupation Health Centers with a full lime Doctor, appropriate staff and own AMBULANCE Vehicle at both manufacturing sites at Patalganga and Kurkumbh. We have team of employees trained as FIRST AIDERS who contribute their skills while on duty as well as away from duties to serve the society. Occupational Health and Safety issues are continuous focus points for your Company. Both sites are certified to OHSAS 18001:2007.

(c) Environment: In line with our IMS Policy, we give utmost importance to Environment protection and adherence to pollution control norms. Environmental Management System at Patalganga has been re-certified to ISO 14001:2004. Kurkumbh unit was certified as ISO 14001:2004 in April 2011. We have completed successfully the surveillance audits.

Environment protection and adherence to pollution control norms is of high concern for our company.

i) Air Emissions -r We monitor regularly emissions from various sources and are very particular about compliance with statutory requirement. Projects are undertaken for reduction of emissions.

ii) Liquid Waste Treatment - We have integrated Effluent Treatment Plants and we maintain outlet standards within the prescribed limits. Continuous efforts are made to minimize the quantity of effluent generated and feasibility of recycling of treated effluent is being studied. The company has planned substantial investment for expanding as well as upgrading its effluent treatment capacity to meet long term requirements. Our Company is also a member of the CETP located at Patalganga and Kurkumbh. Pilot Plant trials of RO system were conducted to confirm the suitability of RO process for recovering water from treated effluent and recycle it for process use. The lsl phase of up-gradation of ETP has been completed and its performance is under observation.

iii) Solid Waste Management - Solid wastes are either incinerated or disposed off to secured landfill. The manufacturing sites at Patalganga and Kurkumbh are members of the Authorized Common Hazardous Waste Transport, Storage & Disposal Facility namely; Mumbai Waste Management Limited, Taloja, and Maharashtra Enviro Power Limited, Ranjangaon respectively. We have successfully implemented further Solid waste reduction in some plants in terms High Boilers generation by process modification.

iv) Green belt -Tree plantation inside and outside the factory premises is given utmost importance. So far we have planted nearly 8320 trees in and around our plant sites.

v) Non-conventional Renewable Energy and Natural Resource conservation - We use Solar Water heaters at the staff colony. Measures like gravitational water supply, Sewage water gardening, Rain water harvesting, and number of GO GREEN activities are also undertaken at the staff colony.

11. RESPONSIBLE CARE:

Responsible CareÂ® is a wide-ranging voluntary initiative of International Council of Chemical Associations, being implemented in India by Indian Chemical Council to safely handle the products from inception in the research laboratory, through manufacture and distribution, to ultimate reuse, recycle and disposal, and to involve the public in the decision making processes. We have launched Responsible CareÂ® initiative in September 2012 and we are in the process of getting our company certified for Responsible CareÂ®. Various programs and studies related to safety, environment and health have been taken up and are being implemented.

12. CORPORATE SOCIAL RESPONSIBILITY:

As per provisions of The Companies Act, 2013, we have consituted a CSR Committee of Directors consisting of Ms. Tarjani Vakil (Chairperson), Mr. Yogesh M. Kothari and Mr. Kirat Patel, as members. We recognise the fact that, beyond the day to day conduct of its business, as a responsible corporate citizen it has to discharge its duties towards the larger society in which it operates. Some of the core areas identified by your Company are Education, Health, Environment, women empowerment etc. The expected CSR expenditure for the year 2014-15 is Rs. 55 lacs.

During the year 2013-14, we continued with various community development activities in and around the rural areas situated in Kurkumbh as well as Patalganga Complexes and elsewhere as identified by our Corporate Social Responsibility Cell. The activities included:

a) Constructing class rooms/supplying furniture/equipments/ uniforms/ books etc. required by schools and other institutions in and around rural areas in Kurkumbh and Patalganga.

b) Conducting Career Guidance Workshop for 10th and 12th Students.

c) Facilitating dialogue with various constituents, establishments and departments concerned with environment, safety and social welfare, with a view to achieve co-ordination and co-operation in successful implementation of the programme.

d) Tree Plantation programmes in and around both the Complexes of the Company and also nearby village (for environmental protection) helping to minimize the global warming scenario.

e) Encouraging research in the country by instituting the "Alkyl Amines Young Scientist Award" through ICT Mumbai.

f) Provision of water tankers to the villages in Kurkumbh.

13. CODE OF CONDUCT:

The Board o[ Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

14. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules, 1975, during the year.

15. INSURANCE

The Properties and Assets of the Company are adequately insured.

16. DIRECTORS:

Mr. K.R.V.Subrahmanian, Mr. S. B. Ghia, Mr. D. G. Piramal, Mr. S.M. Thakore, Mr. P. N. Kapadia and Ms. Tarjani Vakil, being Independent Directors, are being appointed for a term of 5 years as per provisions of The Companies Act, 2013. Mr. Kirat Patel, retire by rotation at the Annual General Meeting and, being eligible, has offered himself for re-appointment.

Your Directors recommend the re-appointment of all these Directors.

17. STATUTORY AUDITORS:

Members are requested to appoint Auditors and fix their remuneration. M/s. Bansi S. Mehta & Co., Chartered Accountants, the retiring Auditors, are eligible for re-appointment. The Company has received a Certificate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224(1-B) of the Companies Act, 1956.

18. COST AUDITORS:

The Members are also requested to appoint Cost Auditor Mr. Hemant V. Shah for audit of cost accounts. The Company has received a letter from him confirming that his appointment will be in accordance with the limits specified in Section 141(3)(g) of the Companies Act, 2013.

19. RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b> That such accounting policies as mentioned in Note 1 to the annual accounts have been selected and applied consistently and judgements and estimates that are reasonable and prudent made 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 on March 31, 2014 and of the profit of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

20. CORPORATE GOVERNANCE

A separate detailed Corporate Governance report is attached herewith as Annexure 4.

21. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Financial Institutions, Banks, Central/State Government Departments, its Customers and Suppliers.

For and on behalf of the Board

YOGESH M. KOTHARI

Chairman & Managing Director Place: Mumbai Date : May 15, 2014

Mar 31, 2012

The Directors take pleasure in presenting the 32nd Annual Report and Audited Statement of Accounts of the Company for the financial year ended March 31, 2012.

1. FINANCIAL RESULTS:

2011-12 2010-11

Rs.In Lakhs Rs.In Lakhs

Total Revenue (including Excise & Sales tax) 31838 26058

Total Revenue (net of taxes) 29033 23767

Profit before interest, depreciation & Taxation 4362 3309

Interest & financial expenses 1103 1032

Depreciation 891 917

Profit before tax 2368 1360

Provision for tax 652 320

Net Profit after tax 1716 1040

Add: balance profit b/f 2872 2293

Profit available for appropriation 4588 3333

Transfer to General Reserve 172 105

Equity Dividend 408 306

Tax on dividends 66 50

Balance profit carried to balance sheet 3942 2872

2. DIVIDENDS:

We recommend for your approval payment of dividend at Rs 4 /- per Equity Share on Equity Shares of Rs 10/- each for the year ended March 31, 2012 (Previous Year: Rs 3/- per share). The total amount of dividend including Income tax thereon would amount to Rs 474 lacs (Previous Year Rs 356 lacs).

3. OPERATIONS:

Sales of products registered a 21% increase in value (including excise duty) from Rs 24879 lacs to Rs 30203 lacs. Profit before tax (after interest and depreciation charges) increased to Rs 2368 lacs compared to Rs 1360 lacs of the previous year. During the year 2011-2012 we have achieved profit after tax of Rs 1716 lacs compared to Rs 1040 lacs of the previous year.

Further details of operations are given in the Management Discussion and Analysis Report annexed (Annexure 1).

4. NEW PROJECTS:

We have commissioned on March 14, 2012 the new plant to commercially produce Acetonitrile, a chemical, which has applications in pharma and agrochemical sectors. During the year, we have debottlenecked the capacities to produce enhanced quantities of various amines and amine derivatives, details of which are given in Management Discussion and Analysis Report annexed (Annexure 1).

5. EXPORTS:

We achieved an export turnover of Rs 6361 lacs (FOB) compared to Rs 4073 lacs (FOB) of the previous year, i.e. an increase of 56%.

6. FOREIGN EXCHANGE OUTGO:

During the year we have utilized a sum of approx. Rs 2555 lacs (compared to Rs 2976 lacs) in foreign currency mainly to import raw materials etc.

7. associate/subsidiary companies

a. Demines & Chemicals Limited, Vadodara:

Demines and Chemicals Ltd., Vadodara, our associate company, has achieved a total income of Rs 6711 lacs as against Rs 8290 lacs of the previous year and a profit after tax of Rs 360 lacs as against Rs 1471 lacs of the previous year. The Board of Directors has recommended a dividend of 10% the year 2011- 12 compared to 60% of the last year.

b. Alkyl Amines (Europe) SPRL:

In 2009 we had registered a wholly owned subsidiary company in the name of Alkyl Amines (Europe) SPRL in Belgium with an initial share capital of Euro 12400 with a view of expanding and consolidating the company's export business in Europe. As on March 31, 2012 this company has an accumulated loss of Euro 11946.19.

c. Alkyl Specialty Chemicals Limited:

This company is engaged in marketing of new products of the Holding Company.

This company achieved a total income of Rs 29.96 lacs (Previous Year: Rs 6.34 lacs) and a profit after tax of Rs 25.52 lacs (Previous Year; Loss of Rs 5.68 lacs).

Pursuant to Accounting Standard AS21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Demines & Chemicals Limited, Alkyl Amines Europe SPRL and Alkyl Specialty Chemicals Limited.

The Annual Accounts of the Subsidiary companies Alkyl Amines Europe SPRL and Alkyl Specialty Chemicals Limited are available for inspection by any member at the registered office during business hours. The Company will send copies thereof to the shareholders who many, if required, write to the company.

8. conservation of ENERGY:

Energy conservation continues to be an active focus area for your Company since it is not only a major cost in the manufacturing process but, more importantly, a significant part of your Company's corporate social responsibilities. Your Company has taken several initiatives at each plant level in order to conserve energy which is in line with our policy of conservation of natural resources.

Our company has taken various measures for conservation of energy. These include the following :

a) De-bottlenecking to enhance plant capacity:

Capacity of Methylamines and Ethylamine's was enhanced thereby reducing the specific consumptions of steam, electricity and cooling water.

b) planned production at optimum levels,

c) regular monitoring of electricity and fuel consumption and taking corrective steps, wherever required

d) utilization of by-product steam.

e) commissioning of dedicated Express Feeder to ensure consistent power supply thereby reducing diesel consumption.

9. SAFETY, HEALTH AND ENVORONMENT:

Keeping in line with the core values of being a responsible corporate citizen, an effective Environmental Management System (EMS) has been established by your Company. We are committed to:

- Our employees by continuously improving our safety performances and offering them a healthy and motivating work environment.

- Our customers by continuously improving the production and development of innovative, high quality and sustainable products.

- The environment by continuously improving our production and logistic processes in terms of energy and material efficiency, water usage, air emissions and land preservation.

- The whole society by integrating social, environmental and economic concerns into our operations and strategies well beyond all legal laws and regulations.

(a) Environment:

We give utmost importance to Environment protection and adherence to pollution control norms. Environmental Management System at Patalganga has been re-certified to ISO 14001:2004. We have completed successfully the certification audit at Kurkumbh and are declared as ISO 14001:2004 certified organization, in April 2011.

Environment protection and adherence to pollution control norms is of high concern for our company.

i) Air Emissions - We monitor regularly emissions from various sources and are very particular about compliance with statutory requirement. Projects are undertaken for reduction of emissions. Our co-gen plant is aiding the global quest for controlling GHG emission by using renewable fuel.

ii) Liquid waste Treatment - We have integrated Effluent Treatment Plants and we maintain outlet standards within the prescribed limits. Continuous efforts are made to minimize the quantity of effluent generated and feasibility of recycling of treated effluent is being studied. The company has planned substantial investment for expanding its effluent treatment capacity to meet long term requirements. Our Company is also a member of the CETP located at Pataganga and Kurkumbh.

Pilot Plant trials of RO system were conducted to confirm the suitability of RO process for recovering water from treated effluent and recycle it for process use. We plan to commission this at an early date.

iii) Solid Waste Management - Solid wastes are either incinerated or disposed off to secured landfill. The manufacturing sites at Patalganga and Kurkumbh are members of the Authorized Common Hazardous Waste Transport, Storage & Disposal Facility namely; Mumbai Waste Management Limited, Taloja and Maharashtra Enviro Power Limited, Ranjangaon respectively.

iv) Green belt - Tree plantation inside and outside the factory premises is given utmost importance. So far we have planted nearly 8320 trees in and around our plant sites.

v) Non conventional and Renewable Energy and Natural Resource conservation - We use bagasse as fuel for boiler, as and when available. We also use Solar Water heaters at the staff colony. Measures like gravitational water supply, Sewage water gardening, Rain water harvesting, and number of GO GREEN activities are also undertaken at the staff colony.

(b) Safety :

We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. All incidents are analysed in safety committee meetings and corrective actions, wherever necessary, are taken immediately. Employees are trained in safe practices to be followed at workplace. Active participation is done in Mutual Aid scheme in the respective industrial areas. We are an active and leading member of Local and District Crisis Group and have earned reputation amongst society around and statutory authorities for prompt technical support during Disaster Management events.

External safety audit is carried out by outside agencies and the audit recommendations are being implemented.

Safety promotional activities such as celebration of national safety week, world environment day, fire service day, and participation in regional safety competition done regularly.

The Company conducted Mock drill for onsite emergency scenario in presence of Observers from Directorate of Industrial Safety and Health and experts from other industries, the systematic mitigation actions were appreciated by the observers.

The Company has a Disaster Management Plan within the Company and to surrounding industry, either in the form of providing risk information to the community or to respond in case of any emergency, as a part of its social responsibility. As a part of Disaster Management Programme, to create awareness about the immediate and timely actions to be taken at the time of disasters like gas leak, accidents etc., mock drills are conducted.

(c) Health :

Health of employees is of utmost importance. Periodic check up of employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is done. We also have well equipped Occupation Health Centers with appropriate staff and own AMBULANCE Vehicle at both manufacturing sites at Patalganga and Kurkumbh. We have team of employees trained as FIRST AIDERS who contribute their skills while on duty as well as away from duties to serve the society. Occupational Health and Safety issues are continuous focus points for your Company. This commitment has prompted your Company to implement OHSAS 18001:2007 standard in the factories. We are working towards obtaining OHSAS 18001:2007. The initial Audit for OHSAS was conducted in March 2012.

10. responsible CARE:

We are signatory to the Responsible Care Initiative of Indian Chemical Council. We are in the process of getting our company audited and certified under Responsible Care.

11. corporate social responsibility:

Your Company recognizes the fact that, beyond the day to day conduct of its business, as a responsible corporate citizen it has to discharge its duties towards the larger society in which it operates. The core areas identified by your Company to improve the society are Health Care, Basic Education, Women Empowerment and the Environment.

During the year, we continued with various community development activities in and around the rural areas situated in Kurkumbh as well as Patalganga Complexes and elsewhere as identified by our Corporate Social Responsibility Cell. The activities include:

a) Supplying furniture/equipments/uniforms/books etc. required by schools and other institutions in and around rural areas in Kurkumbh and Patalganga.

b) Facilitating dialogue with various constituents, establishments and departments concerned with environment, safety and social welfare, with a view to achieve co-ordination and co-operation in successful implementation of the programme.

c) Tree Plantation programmes in and around both the Complexes of the Company, (for environmental protection) helping to minimize the global warming scenario.

d) Promoting and sponsoring activities in the areas of Safety, Health and Environment, Education, Sports and Cultural Activities in co-ordination with other agencies.

e) Encouraging research in the country by instituting the 'Alkyl Amines Young Scientist Award" through ICT, Mumbai.

Over and above the various initiatives under Responsible Care by the company, during the year 2011- 12 we have spent about Rs 11 Lacs towards CSR activities.

12. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company's website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

13. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 1975 during the year.

14. INSURANCE

The Properties and Assets of the Company are adequately insured.

15. DIRECTORS:

Mr. H.M Kothari, Mr. K.R.V. Subrahmanian and Mr. Suneet Kothari retire by rotation at the Annual General Meeting and, being eligible, have offered themselves for re-appointment.

Export Import Bank of India has withdrawn nomination of Ms. Rima Marphatia from the Board and has appointed Ms. Meena Verma in her place, as its Nominee Director. The Board wishes to place on record its appreciation of the valuable guidance and advice the company has received from Ms. Marphatia during her tenure.

Mr. Yogesh M. Kothari's term as Chairman & Managing Director expired on March 31, 2012 and the Board has reappointed him as Chairman & Managing Director for a further period of three years. The term of Mr. Kirat Patel and Mr. Suneet Kothari as Executive Directors expired on December 31, 2011 and the Board has reappointed them as Executive Directors for a further period of three years.

Your Directors recommend the re-appointment of all these Directors.

16. AUDITORS:

Members are requested to appoint Auditors and fix their remuneration. M/s. Bansi S. Mehta & Co., Chartered Accountants, the retiring Auditors, are eligible for re-appointment. The Company has received a Certificate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224(1-B) of the Companies Act, 1956.

17. RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in Note 1 to the annual accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made 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 on March 31, 2012 and of the profit of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

18. CORPORATE GOVERNANCE

A separate detailed Corporate Governance report is attached herewith as Annexure 4.

19. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Financial Institutions, Banks, Foreign Principals, Central/State Government Departments, its Customers and Suppliers.

For and on behalf of the Board

Place: Mumbai YOGESH M. KOTHARI

Dated: May 22, 2012 Chairman & Managing Director

Mar 31, 2011

The Directors take pleasure in presenting the 31st Annual Report and Audited Statement of Accounts of the Company for the financial year ended March 31, 2011.

1. FINANCIAL RESULTS:

2010-11 2009-10 Rs. In Lakhs Rs. In Lakhs

Sales (Gross) 25475 23165

Misc. Sales & Other Income 583 575

Total Income (Gross) 26058 23740

Profit before interest, depreciation & Taxation 3350 3647

Interest & financial expenses 1032 1204

Depreciation 901 853

Profit before tax 1417 1590

Provision for tax 320 483

Net Profit after tax 1097 1107

Previous year adjustments (56) (103)

Profit after adjustments 1040 1003

Add: balance profit b/f 2293 1749

Profit available for appropriation 3333 2752

Transfer to General Reserve 105 101

Equity Dividend 306 306

Tax on dividends 50 52

Balance profit carried to balance sheet 2872 2293

2. DIVIDENDS:

We recommend for your approval payment of dividend at Rs.3/- per Equity Share on Equity Shares of Rs.10/- each for the year ended March 31, 2011 (Previous Year: Rs.3/- per share). The total amount of dividend including Income tax thereon would amount to Rs.356 lacs (Previous Year Rs.358 lacs).

3. OPERATIONS:

Sales of chemicals registered a 9% increase in volume from 21152 MT of the previous year to 23171 MT and sales in value increased by 10% from Rs.23165 lakhs to Rs.25475 lakhs. Profit before tax (after interest and depreciation charges) declined to Rs.1417 lakhs compared to Rs.1590 lakhs of the previous year. During the year 2010-2011 we have achieved profit after tax of Rs.1097 lakhs compared to Rs. 1107 lakhs of the previous year. Margins were adversely affected by increased input costs which could not be passed on to the customers.

Further details of operations are given in the Management Discussion and Analysis Report annexed (Annexure 1).

4. NEW PROJECTS:

We have mechanically completed construction of the new plant to produce ALKAN, a chemical, which has applications in pharma and agrochemical sectors. Trial runs are in progress.

5. EXPORTS:

We achieved an export turnover of Rs. 4678 lacs (FOB) compared to Rs.4073 lacs (FOB) of the previous year, i.e. an increase of 15%.

6. FOREIGN EXCHANGE OUTGO:

During the year we have utilised a sum of approx. Rs.2976.08 lacs (compared to Rs.2006.25 lacs) in foreign currency mainly to import raw materials etc.

7. ASSOCIATE/SUBSIDIARY COMPANIES

a. Diamines & Chemicals Limited, Vadodara:

Diamines and Chemicals Ltd., Vadodara, our associate company, has achieved gross income of Rs.9120 lacs as against Rs. 5883 lacs of the previous year and a profit after tax of Rs.1470.99 lakhs as against Rs. 935.42 lakhs of the previous year. The Board of Directors has declared a Bonus Issue in the ratio of one equity share for every two equity shares. They have also recommended a final dividend of 45% for the year 2010-11 (making total dividend of 60%) compared to 20% of the last year.

b. Alkyl Amines (Europe) SPRL:

In 2009 we had registered a wholly owned subsidiary company in the name of Alkyl Amines (Europe) SPRL in Belgium with an initial share capital of Euro 12400 with a view of expanding and consolidating the companys export business in Europe. As on March 31, 2011 this company has an accumulated loss of Euro 15283.80 equivalent to Rs. 8.67Lacs.

c. Alkyl Speciality Chemicals Limited:

This company is engaged in marketing of new products of the Holding Company.

This company achieved a total income of Rs.6.34 lacs (Previous Year: Rs. 11.81 lacs) and a loss of Rs. 5.68 lacs (Previous Year; Profit of Rs.2.28 lacs).

Pursuant to Accounting Standard AS21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Diamines & Chemicals Limited, Alkyl Amines Europe SPRL and Alkyl Speciality Chemicals Limited.

The Annual Accounts of the Subsidiary companies Alkyl Amines Europe SPRL and Alkyl Speciality Chemicals Limited are available for inspection by any member at the registered office during business hours. The Company will send copies thereof to the shareholders who may, if required, write to the company.

8. CONSERVATION OF ENERGY:

Various measures taken by the company for conservation of energy include:

- De-bottlenecking to enhance plant capacity,

- Planned production at optimum levels,

- Regular monitoring of electricity and fuel consumption and taking corrective steps, wherever required

- Utilisation of by-product steam.

- Heat recovery from process for saving of steam

- Survey for identifying heat losses through pipes and subsequently eliminating those by providing appropriate insulations

Inspite of increase in production volumes, we have maintained water consumption for the 2010-11 at the same level as 2009-10. Further efforts are being made to contain water consumption by adopting new technologies.

A carbon footprint study has been taken up for the years 07-08, 08-09 and 09-10. This is to identify the sources of direct and indirect GHG emission and its estimation. The estimation will follow ÃWorld Business Council for Sustainable Development (WBCSD) guidelines. Proposals are being prepared based on the outcome of the study for reduction in carbon footprint.

Proposal is being prepared for improving the boiler efficiency by utilizing the waste heat from flue gases. This will further reduce the fuel consumption.

9. TECHNOLOGY ABSORPTION/ R & D

Your Company views its Research and Development activities as an integral component of its growth plans. We have a dedicated 28-person strong R&D team at our R&D Centre in Hadapsar. It offers a combination of both chemistry and process technology capabilities, which help us to regularly launch new products, and also improve cost efficiencies. With the help of our strong research capabilities, we have introduced new products, which have application in multiple industries. The information required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure 3 (Form B) attached to this report.

10. SAFETY, HEALTH AND ENVIRONMENT:

(a) Environment:

We give utmost importance to Environment protection and adherence to pollution control norms. Environmental Management System at Patalganga has been re-certified to ISO 14001:2004 and at Kurkumbh, we have completed successfully the certification audit and are declared as ISO 14001:2004 certified organization, in April 11.

Environment protection and adherence to pollution control norms is of high concern for our company.

i) Air Emissions Ã We monitor regularly Emissions from various sources and are very particular about compliance with statutory requirement. Projects are undertaken for reduction of emissions. Our co-gen plant is aiding the global quest for controlling GHG emission by using renewable fuel. The project is approved by Government of India, Ministry of Environment and Forests and is also registered with the Executive Board established under the Kyoto Protocol to the UNFCC.

ii) Liquid waste Treatment Ã We have integrated Effluent Treatment Plants and we maintain outlet standards within the prescribed limits.

Continuous efforts are made to minimize the quantity of effluent generated and feasibility of recycling of treated effluent is being studied.

The company has planned substantial investment for expanding its effluent treatment capacity to meet long term requirements. Our Company is also a member of the CETP located at Pataganga and Kurkumbh.

iii) Solid Waste Management Ã Solid wastes are either incinerated or disposed off to secured landfill. The manufacturing sites at Patalganga and Kurkumbh are members of the Authorized Common Hazardous Waste Transport, Storage & Disposal Facility.

iv) Green belt ÃTree plantation is one of the major activities carried out inside and outside the premises. So far we have planted nearly 6500 trees in and around our plant sites.

v) Non conventional Energy and Natural Resource conservation Ã We have at the staff colony the usage of Solar Water heaters, gravitational water supply, Sewage water gardening, Rain water harvesting, and number of GO GREEN activities.

Water audit is carried out tabulating the entire water circuit at Patalganga site. Various measures for reducing water consumption, reusing and recycling water are being implemented.

(b) Safety:

We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. All incidents are analysed in safety committee meetings and corrective actions, wherever necessary, are taken immediately. Employees are trained in safe practices to be followed at workplace. Active participation is done in mutual aid scheme in the respective industrial areas. We are active and leading member of Local and District Crisis Group and have earned reputation amongst society around and statutory authorities for prompt technical support during Disaster Management events.

We carried out an off-site consequence analysis study for Patalganga site and the suggested measures for reducing consequences and improving reliability of safety infrastructure are being implemented.

External safety audit was carried out through an outside agency at our Kurkumbh site and the audit recommendations are being implemented.

Consistent safety performance is maintained at site with active participation from staff and workers. Safety promotional activities such as celebration of national safety week, safety bulletin, and participation in regional safety competition are regularly carried out.

(c) Health:

Health of employees is of utmost importance. Periodic check up of all employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is done. We also have a well equipped Occupation Health Center with appropriate staff and own AMBULANCE Vehicles at both manufacturing sites at Patalganga and Kurkumbh.

We have a team of employees trained as FIRST AIDERS who contribute their skills while on duty as well as away from duties to serve the society. We are working towards obtaining ISO 18000 .

11. CORPORATE SOCIAL RESPONSIBILITY:

During the year, we continued with various community development activities in and around the rural areas situated in Kurkumbh as well as Patalganga Complexes and elsewhere as identified by our Corporate Social Responsibility Cell. The activities include:

a) Supplying infrastructure required by schools/hospitals in and around rural areas in Kurkumbh and Patalganga

b) Encouraging deserving students by giving scholarships

c) Facilitating dialogue with various constituents, establishments and departments concerned with environment, safety and social welfare, with a view to achieve co-ordination and co-operation in successful implementation of the programme.

d) Promoting and sponsoring activities in the areas of Safety, Health and Environment, Education, Sports and Cultural Activities in co-ordination other agencies.

e) Encouraging research in the country by instituting the ÃAlkyl Amines Young Scientist AwardÃ through UICT, Mumbai.

During the year 2010-11 we have spent about Rs. 10 Lacs towards CSR activities.

12. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the companys website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

13. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 1975 during the year.

14. INSURANCE

The Properties and Assets of the Company are adequately insured.

15. DIRECTORS:

Mr. S.M. Thakore, Mr. P.N. Kapadia and Ms. Tarjani Vakil retire by rotation at the Annual General Meeting and, being eligible, have offered themselves for re-appointment. Your Directors recommend the re-appointment of all these Directors.

16. AUDITORS:

Members are requested to appoint Auditors and fix their remuneration. M/s. Bansi S. Mehta & Co., Chartered Accountants, the retiring Auditors, are eligible for re-appointment. The Company has received a Certificate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224(1-B) of the Companies Act, 1956.

17. RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in Schedule 20 to the annual accounts have been selected and applied consistently and judgements and estimates that are reasonable and prudent made 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 on March 31, 2011 and of the profit of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March, 2011 have been prepared on a going concern basis.

18. CORPORATE GOVERNANCE

A separate detailed Corporate Governance report is attached herewith as Annexure 4.

19. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Financial Institutions, Banks, Foreign Principals, Central/State Government Departments, its Customers and Suppliers.

For and on behalf of the Board

YOGESH M. KOTHARI Chairman & Managing Director

Place: Mumbai Dated: May 31, 2011

Mar 31, 2010

The Directors take pleasure in presenting the 30th Annual Report and Audited Statement of Accounts of the Company for the financial year ended March 31, 2010.

1. FINANCIAL RESULTS:

2009-10 2008-09 Rs. In Lakhs Rs. In Lakhs

Total Income (gross) 23740 22280

Profit before interest, depreciation & taxation 3647 2690

Interest & financial expenses 1204 1171

Depreciation 853 696

Profit before tax 1590 823

Provision for tax 483 272

Net Profit after tax 1107 551

Previous year adjustments (103) (149)

Profit after adjustments 1003 402

Add: balance profit b/f 1749 1626

Profit available for appropriation 2752 2028

Transfer to General Reserve 101 41

Equity Dividend 306 204

Tax on dividends 52 35

Balance profit carried to balance sheet 2293 1749

2. DIVIDENDS:

We recommend for your approval payment of dividend at Rs.3/- per Equity Share on Equity Shares of Rs.10/- each for the year ended March 31, 2010 (Previous Year: Rs.2/- per share). The total amount of dividend including Income tax thereon would amount to Rs. 358 lacs (Previous Year Rs.239 lacs).

3. OPERATIONS:

Though sales of chemicals in volume registered a 22% increase from 17372 MT of the previous year to 21152 MT, sales (gross) for the year 2009-10 was Rs.23166 lacs compared to Rs. 21520 lacs for the year 2008-2009 registering only an increase of 8% since we had to drop our prices due to competition both from imports and domestic players. Profit before tax (after interest and depreciation charges) increased to Rs.1590 lacs compared to Rs.823 lacs of the previous year, i.e. an increase of 93%. During the year 2009-2010 we have achieved profit after tax of Rs.1107 lacs compared to Rs. 551 lacs of the previous year, i.e. an increase of 101%.

Further details of operations are given in the Management Discussion and Analysis Report annexed (Annexure 1).

4. EXPORTS:

Despite the global slowdown which affected volumes, we achieved an export turnover of Rs. 4073 lacs (FOB) compared to Rs.3896 lacs (FOB) of the previous year, i.e. an increase of 5%.

5. FOREIGN EXCHANGE OUTGO:

During the year we have utilised a sum of approx. Rs.2006.25 lacs in foreign currency mainly to import raw materials etc.

6. ASSOCIATE/SUBSIDIARY COMPANIES

a. Diamines & Chemicals Limited, Vadodara:

Diamines and Chemicals Ltd., Vadodara, our associate company, has achieved a total income of Rs. 5538 lacs as against Rs. 3029 lacs of the previous year and a profit after tax of Rs. 935 lacs as against Rs. 136 lacs of the previous year. This years income includes write-back of Rs.849 lacs of old liability no longer required. The Board of Directors of DACL has recommended a dividend of 20% for the year 2009-10.

b. Alkyl Amines (Europe) SPRL:

During last year, we had registered a wholly owned subsidiary company in the name of Alkyl Amines (Europe) SPRL in Belgium with an initial share capital of Euro 12400 with a view of expanding and consolidating the companys export business in Europe. The company has not yet started its business. As on March 3, 2010 this company has an accumulated loss of Euro 17668.

c. Alkyl Speciality Chemicals Limited:

This company was earlier engaged in marketing of speciality chemicals. As reported last year, to consolidate the operations of the group, we have decided to route the indenting and stock and sale business through our Company and hence, this company does not have any activities.

This company achieved a total income of Rs. 11.82 lacs (Previous Year: Rs. 6.84 lacs) and a profit after tax of Rs. 2.29 lacs (as against loss of Rs. 5.20 lacs for the previous year).

Pursuant to Accounting Standard AS21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Diamines & Chemicals Limited, Alkyl Amines Europe SPRL and Alkyl Speciality Chemicals Limited. The Annual Accounts of the Subsidiary companies Alkyl Amines Europe SPRL and Alkyl Speciality Chemicals Limited and such other documents as annexed and attached to the Balance Sheet are available for inspection for a period of 21 days before the date of the Annual General Meeting by any member at the registered office during business hours.

7. CONSERVATION OF ENERGY:

Various measures taken by the company for conservation of energy include:

de-bottlenecking to enhance plant capacity, planned production at optimum levels, regular monitoring of electricity and fuel consumption and taking corrective steps, wherever required utilisation of by-product steam.

Efforts are continuously being made to reduce water consumption and we have achieved reduction in water consumption for the year 2009-10 compared to 2008-09.

A carbon footprint study is being done for the years 07-08, 08-09 and 09-10. This is to identify the sources of direct and indirect GHG emission and its estimation. The estimation will follow World Business Council for Sustainable Development (WBCSD) guidelines.

We have installed a chiling unit using heat from process, based vapour absorption principle,resulting in saving in electricity. This is a latest technology and this unit is eligible for getting credit for Carbon emission reduction under CDM Programme.

More details are given in Annexure 2 (Form A) annexed to this report.

8. TECHNOLOGY ABSORPTION/ R&D

We have a dedicated 25-person strong R&D team at our R&D Centre in Hadapsar. It offers a combination of both chemistry and process technology capabilities, which help us to regularly launch new products, and also improve cost efficiencies. With the help of our strong research capabilities, we have introduced two new products in the financial year 2009-2010, which have application in multiple industries. Some of the larger volume uses are in oil and gas, in electronics, in lubricants and in life sciences. We will be the first company in Asia and the third in the world to make one of the two products. We are in the process of patenting some of the technologies developed by our R&D Centre.

The information required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure 3 (Form B) attached to this report.

9. SAFETY, HEALTH AND ENVIRONMENT:

(a) Environment:

We give utmost importance to Environment protection and adherence to pollution control norms. Environmental Management System at Patalganga has been Recertified to ISO 14001:2004 and we are in the process of implementing ISO 14001 for our Kurkumbh Plant.

i) Air Emissions - We monitor regularly Emissions from various sources and are complying with statutory requirements. Projects are undertaken for reduction of emissions. Our co-gen plant at Kurkumbh is aiding the global quest for controlling GHG emission by using renewable fuel. The project is approved by Government of India, Ministry of Environment and Forests and is also registered with the Executive Board established under the Kyoto Protocol to the UNFCC. ii) Liquid waste Treatment - We have integrated Effluent Treatment Plants and we maintain outlet standards within the prescribed limits. Continuous efforts are made to minimise the quantity of effluent generated and feasibility of recycling of treated effluent is being studied. The company has made substantial investment for expanding its effluent treatment capacity to meet long term requirements. Our Company is also a member of the CETP located at Pataganga and Kurkumbh.

iii) Solid Waste Management - Solid wastes are either incinerated or disposed off to secured landfill. The manufacturing sites at Patalganga and Kurkumbh are members of the Authorized Common Hazardous Waste Transport, Storage & Disposal Facility namely; Mumbai Waste Management Limited; Taloja, and Maharashtra Enviro Power Limited; Ranjangaon respectively.

iv) Green belt -Tree plantation is one of the major activities carried out inside and outside the premises. We have so far planted nearly 6500 trees in and around our plant sites.

v) Non conventional Energy and Natural Resource conservation-

We are pioneering at the staff colony the usage of Solar Water heaters, gravitational water supply, Sewage water gardening, Rain water harvesting, and number of GO GREEN activities.

(b) Safety - We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. All incidents are analysed in safety committee meetings and corrective actions, wherever necessary, are taken immediately. Employees are trained in safe practices to be followed at workplace. Active participation is done in Mutual Aid scheme in the respective industrial areas. We are active and leading member of Local and District Crisis Group and have earned reputation amongst society around and statutory authorities for prompt technical support during Disaster Management events.

(c) Health - Health of employees is also accorded importance. Periodic check up of all employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is done. We also have Occupation Health Centres with staff at both manufacturing sites at Patalganga and Kurkumbh.

We have more than 30 % of our employees trained as FIRST AIDERS who contribute their skills while on duty as well as away from duties to serve the society. We are working towards obtaining ISO 18000.

10. CORPORATE SOCIAL RESPONSIBILITY

During the year, we continued with varous community development activities in and around the rural areas situated in Kurkumbh as well as Patalganga Complexes and elsewhere as identified by our Corporate Social Responsibility Cell. The activities included :

a) supplying infrastructure required by schools in and around rural areas in Kurkumbh and Patalganga and making a donation of Rs.5 lacs to a school in Tamil Nadu.

b) Facilitating dialogue with various constituents, establishments and departments concerned with environment, safety and social welfare, with a view to achieve co-ordination and co-operation in successful implementation of the programme.

c) Afforestation programmes in and around both the Complexes of the Company, (for environmental protection) thus minimizing the global warming scenario.

d) Promoting and Sponsoring activities in the areas of Safety, Health and Environment, Education, Sports and Cultural Activities in co-ordination other agencies.

e) encouraging research in the country by instituting the Alkyl Amines Young Scientist Award" through UICT, Mumbai.

The Company has a Disaster Management Plan within the Company and to surrounding industry, either in the form of providing risk information to the community or to respond in case of any emergency, as a part of its social responsibility. As a part of Disaster Management Programme, to create awareness about the immediate and timely actions to be taken at the time of disasters like gas leak, accidents etc., mock drills are conducted.

During the year we have spent around Rs. 9 Lacs towards CSR activities.

11. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the companys website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

12. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 1975 during the year.

13. INSURANCE

The Properties and Assets of the Company are adequately insured.

14. DIRECTORS:

Mr. Suneet Kothari, Mr. Dilip G. Piramal and Mr. S.B. Ghia retire by rotation at the Annual General Meeting and, being eligible, have offered themselves for re-appointment. Your Directors recommend the re-appointment of all these Directors.

15. AUDITORS:

Members are requested to appoint Auditors and fix their remuneration. M/s. Bansi S. Mehta & Co., Chartered Accountants, the retiring Auditors, are eligible for re-appointment. The Company has received a Certificate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224(1-B) of the Companies Act, 1956.

16. RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in Schedule 20 to the annual accounts have been selected and applied consistently and judgements and estimates that are reasonable and prudent made 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 on March 31, 2010 and of the profit of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

17. CORPORATE GOVERNANCE

A separate detailed Corporate Governance report is attached herewith as Annexure 4.

19. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Financial Institutions, Banks, Foreign Principals, Central/State Government Departments, its Customers and Suppliers.

For and on- behalf of the Board

Place: Mumbai YOGESH M. KOTHARI

Dated: May 31, 2010 Chairman & Managing Director

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