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Alkyl Amines Chemicals Ltd.

BSE: 506767 Sector: Industrials
NSE: ALKYLAMINE ISIN Code: INE150B01039
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OPEN 2846.95
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VOLUME 653
52-Week high 3864.95
52-Week low 2506.40
P/E 63.78
Mkt Cap.(Rs cr) 14,451
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Sell Price 0.00
Sell Qty 0.00
OPEN 2846.95
CLOSE 2828.85
VOLUME 653
52-Week high 3864.95
52-Week low 2506.40
P/E 63.78
Mkt Cap.(Rs cr) 14,451
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Alkyl Amines Chemicals Ltd. (ALKYLAMINE) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the 42nd Annual Report on the business andoperations of your Company together with Audited Financial Statements for the financialyear ended March 31 2022.

1. FINANCIAL RESULTS:

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

Particulars 2021-22 2020-21
Rs In Lakhs Rs In Lakhs
Revenue from operations 154280 124244
Other Income 1418 695
Total Income 155698 124939
Profit before interest depreciation & taxation 34069 43608
Interest & financial expenses 383 633
Depreciation 3475 2906
Profit before exceptional item 30211 40069
Exceptional Items - -
Profit before tax 30211 40069
Provision for tax 7722 10535
Net Profit after tax 22489 29534
Other Comprehensive Income (35) (238)
Total Comprehensive Income 22454 29296
Opening balance in retained earnings 72974 47700
Profit available for appropriations 95428 76996
Other adjustments due to IND AS (18) 59
Impact of adjustment in derivatives financial instruments
Interim Dividends paid/Dividends paid 3064 4081
Tax on dividends - -
Closing balance in retained earnings 92347 72974

2. PERFORMANCE HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS:

During the year under review total Income increased from Rs 124939 lakhs to Rs155698 Lakhs an increase of 25%. However due to rise in input costs Profit before taxfor the year decreased to Rs. 30211 Lakhs compared to Rs 40069 Lakhs of the previousyear (a decrease of 25%) and Profit after tax was Rs 22489 Lakhs as against Rs 29534Lakhs of the previous year (a decrease of 24%). Your Directors do not propose to transferany amount to the Reserves for the year ended March 31 2022. Further details ofoperations are given in the Management Discussion and Analysis Report annexed herewith as "Annexure1". 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 whichsignificantly affected the lives livelihood and economy. Due to lockdown in April 2021the offices and technical center were kept closed and employees worked from home whereverpossible. All safety protocols were adhered to very stringently. With a gradual return topre-pandemic situation all manufacturing units and offices are now working smoothly asper their regular practice. The financial results for the first half of the financial year2021-22 were to some extent affected by the COVID situation. Your Company is in acomfortable financial position to meet its commitments and will be able to meet all itsdebts obligations as they come up. Internal financial reporting and controls are adequateand operating effectively. Although there are still uncertainties due to the pandemic theCompany expects that the demand for its products from pharmaceuticals sector willcontinue.

4. DIVIDEND:

The Board is pleased to recommend for your approval a dividend of Rs 10/- (500%) perequity share on the face value of Rs 2/- each for the financial year ended March 31 2022(Previous Year: Aggregate Dividend of Rs10/- (500% considering the revised face value) perequity share of Rs 2/- each). You are requested to approve the same. The dividend ifdeclared 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 isframed in terms of the regulations of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended (SEBI Listing Regulations). The DividendDistribution Policy is available on the website of the Company at www.alkylamines.com

5. SHARE CAPITAL:

During the financial year the Company's paid up share capital increased from Rs102082820/- consisting of 20416564 equity shares of Rs 5/- each (prior tosub-division) to Rs 102144894/- consisting of 51072447 equity shares of Rs 2/- each.

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

As reported last year in order to improve the liquidity of Company's shares in themarket the Board of Directors at their meeting held on February 2 2021 had approvedsubject to approval of members the sub-division of face value of the equity shares fromRs 5/- each into equity shares of Rs 2/- each fully paid-up and consequent amendment inCapital Clause in Memorandum of Association of the Company. Subsequently members approvedthe sub-division of face value of equity shares from Rs 5/- each into Rs 2/- each fullypaid up through Postal Ballot on March 17 2021. The record date for the aforesaidsub-division was May 12 2021. Accordingly the face value of equity shares of the Companystands sub-divided from Rs 5/- each fully paid up into

Rs 2/- each fully paid up. The shareholders were issued fresh shares of face value ofRs 2/- each. The sub-division resulted in creation of 31678 fraction shares which wereconsolidated into 15839 whole shares and sold at the best market price and the proceeds(less expenses) were distributed amongst concerned shareholders holding fractional sharesproportionately.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Schedule V of the SEBIListing Regulations is included in this Annual Report and the same is annexed herewith as "Annexure1"

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 tobe 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 inGujarat.

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

9. SUBSIDIARY/ASSOCIATE COMPANIES:

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

10. RESPONSIBLE CARE?:

Responsible Care is a voluntary initiative of International Council of ChemicalAssociations implemented in India by Indian Chemical Council to safely handle theproducts from inception in the research laboratory through manufacture and distributionto ultimate reuse recycle and disposal and to involve the public in the decision makingprocesses. We have got our company recertified for Responsible Care?in September 2020.The recertification is valid till September 2023. Several programs and studies related tosafety environment and health have been taken up and are being implemented. Your Companycontinues to participate in developing Product Safety and Stewardship and Productdistribution code as a part of initiative taken by Indian Chemical Council (ICC) alongwith other chemical companies. The objective was to update codes after rigorousimplementation of Responsible Care program and findings of audits.

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

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

12. SAFETY HEALTH AND ENVIRONMENT:

A) SAFETY:

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

The company conducts scheduled mock drills for emergency scenarios with the activeinvolvement of its staff and occasionally in the presence of external stakeholders. Thegaps if any are immediately addressed for closure. To strengthen the Emergency Responsethe company conducts truncated drills and table top exercises to assess the performance ofemergency responders. Daily tool box talks and safety talks with officers and contractorsare done by the company staff. During financial year 2021-22 the company continued withthe policy developed to mitigate the risk associated with pandemic and we run ourfacilities without any impact on our operations. We are happy to see our customer'ssatisfaction because of this.

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

All the incidents/near misses are investigated thoroughly by a selected crossfunctional team and correction/corrective actions are implemented across the locations.Walkthrough rounds by senior managers are conducted every month and each area of thefactory is visited regularly. Observations are recorded and closed immediately. With aview to improve the safety culture measurable KPI's Leading Indicators and LaggingIndicators are reviewed in monthly EHS Review Meeting which is chaired by ExecutiveDirector of the company. We have encouraged employees to report one near-miss per employeeper month to improve our safety performance.

B) HEALTH & HYGIENE:

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

Occupational health centres have been upgraded and modern equipment are provided. Thelast year's objective to reduce the body mass index is continued for this financial yearalso and we have engaged external agency to run the BMI Reduction program along withcompany Factory Medical Officer. The company is assessing Health Index for the sites andensuring improvement in it. Drivers are provided training on understanding the hazards oftransported chemicals and their impacts on health.

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

Your company has also engaged a professional consulting doctor to upgrade our existingOccupational Health and Hygiene system. With his professional advice guidance andactionable solutions we have upgraded our standard to the next level in the occupationalhealth and safety.

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

C) ENVIRONMENT:

Environment protection and adherence to pollution control norms is of high concern forour company. i) Air Emissions – We monitor regularly emissions from various sourcesand are very particular about compliance with statutory requirement. Projects areundertaken for reduction of emissions. During the financial year 2021-22 we have upgradedscrubbers at Patalganga to ensure that our employees and environment are not exposed tothe pollutants. ii) Liquid Waste Treatment – We have integrated Effluent TreatmentPlants and we maintain outlet standards within the prescribed limits. We haveinstalled online effluent real time monitoring system across the locations to track realtime monitoring data. We recycle 50% of our effluent at Kurkumbh by installing ReverseOsmosis (RO)/Multi Effect Evaporator (MEE). In this year our Dahej and Patalganga unitswere also equipped with RO/MEE facility to recycle the water. Use of water from the SewageTreatment Plant for gardening and number of GO GREEN activities were undertaken at theplant and staff colony. iii) Solid Waste Management – Solid waste is disposed of atsecured landfill or sent for incineration at the Authorized Hazardous waste disposalfacility. We have a program in place for waste management using reduction/ recycle/ reuse/recovery techniques. These programs are continuously reviewed by monitoring their progressand effectiveness. iv) Green belt – Tree plantation inside and outside the factorypremises is given utmost importance and is done on a regular basis. At Kurkumbh the unithas developed 94731 m2 green belt and planted approx. 17000 various species of plants. AtDahej the unit has developed 22000 m2 area for green belt inside the plot and taken anadjacent land on lease from GIDC for development of greenbelt having 35622 m2 area. Thisoutside plot is contiguous to the existing plot. Around 6451 various species are plantedat 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 withFarana. Due to break failure the Farana hit the boundary wall and the employee jumpeddown and was caught under the Farana. We have investigated incident thoroughly andreported 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 thewelfare 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 Chairmanof the Committee Mr. Kirat M. Patel Executive Director and Ms. Leja S. HattiangadiIndependent Director as members of the Committee. The Company has formulated a CSR Policyindicating the activities to be undertaken by the Company which has been approved by theCSR Committee and the Board. Your Company's concerns are focused on EnvironmentSustainability & Rural Development Health/Women Empowerment Education/Sports andothers. In order to support the measures taken by Central Government and State Governmentsto prevent and contain the spread of Corona Virus (COVID 19) the Company had undertakenvarious relief projects to help those affected by COVID-19 and lockdown.

The Annual Report on CSR activities is annexed herewith as "Annexure 3".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 theensuing AGM and being eligible has offered himself for re-appointment.

The Independent Directors of your Company have certified their independence to theBoard 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) ofthe Companies (Appointment & Qualification of Directors) Amendment Rules 2019 theIndependent Directors of the Company have registered themselves with the Indian Instituteof Corporate Affairs Manesar (‘IICA').

The Board of Directors has on the recommendation of Nomination and RemunerationCommittee and subject to the approval of the shareholders at the ensuing AGM at theirmeeting 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 whichare given in the notice convening the meeting. He has 28 years of experience inmanufacturing Technology Transfer Process Development Quality Management and Sales andMarketing.

National Peroxide Limited (NPL) his previous employer has filed a criminal and acivil case against Mr. Goyal and other officers of NPL alleging financial irregularities.Mr. Goyal has filed a petition before the Hon'ble Bombay High Court for quashing thecriminal case against him. The trial in both the cases is pending before the Hon'ble ChiefMetropolitan Magistrate Court and Hon'ble Bombay High Court. Therefore the matter issub-judice. He is eligible for appointment as Director. The Board recommends hisappointment.

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 2022appointed Ms. Kanchan A. Shinde as CFO of the Company w.e.f. May 19 2022. She has wideexperience of 18 years in Finance Accounts internal controls financial analysis and taxcompliance functions.

The following are the Key Managerial Personnel of the Company as on May 19 2022 interms of the provisions of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014:

• Mr. Yogesh M Kothari Chairman & Managing Director

• Mr. Kirat M. Patel Executive Director

• Mr. Suneet Y Kothari Executive Director

• Mr. Chintamani D. Thatte General Manager (Legal) & Company Secretary (andCompliance Officer)

• 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 ManagerialPersonnel during the financial year under review.

14.1 Board Evaluation:

Pursuant to the provisions of Companies Act 2013 and SEBI Listing Regulations theannual evaluation has been carried out by the Board of its own performance and that of itsCommittees and individual Directors by way of individual and collective feedback fromDirectors. 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 Committeeframed and approved a policy for selection and appointment of Directors Senior Managementand their remuneration. The Nomination and Remuneration Policy can be viewed on thecompany's website at www.alkylamines.com.

14.3 Meetings:

During the financial year four Board Meetings and four Audit Committee Meetings wereconvened and held the details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and circulars and regulations issued under SEBI Listing Regulations as amendedfrom time to time.

14.4. Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: a. that in the preparation of the annualfinancial statements for the year ended March 31 2022 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b. that such accounting policies as mentioned in Note 1 of the Notesto the Financial Statements have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2022 and of the profit of theCompany for the year ended on that date; c. that proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. that the annual financial statements havebeen prepared on a going concern basis; e. that proper internal financial controls were inplace 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 placeand were adequate and operating effectively.

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

15. RISK MANAGEMENT:

The Company has an elaborate Risk Management reporting system which is designed toenable risks to be identified assessed and mitigated appropriately. The Board hasconstituted a Risk Management Committee to identify elements of risk in different areas ofoperations and has formulated a Risk Management Policy for actions associated to mitigatethe risks. There is a wellstructured Business Continuity Plan with Risk Management processfor identifying the risks which has helped in development of detailed risk mitigationplan. The Board oversees the Risk Management Report detailing all the risks that theCompany faces such as Marketing Supply Chain Commercial Operations and Safety HumanResource Compliance and Financial and there is an adequate risk management infrastructurein place capable of addressing those risks.

16. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integrated part of the risk management reportingsystem addressing financial and financial reporting risks. Assurance on the effectivenessof internal financial controls is obtained through management reviews and continuousmonitoring by functional experts. We believe that these checks provide reasonableassurance that our internal financial controls are designed effectively are adequate andare operating as intended.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors andEmployees to report their genuine concerns and to deal with instances of fraud andmismanagement if any. The mechanism provides for adequate safeguards againstvictimization of director(s)/ employee(s) who can avail of the mechanism and also providesfor direct access to the Chairman of the Audit Committee in exceptional cases. The policyis 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 atan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval wherever necessary of the Audit Committee isobtained on a quarterly basis for the transactions which are of a foreseen and repetitivenature. The transactions entered into pursuant to the omnibus approval so granted areaudited and a statement giving details of all related party transactions is placed beforethe 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 theCompany's website at www.alkylamines.com.

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

19. CODE OF CONDUCT:

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

20. INSIDER TRADING POLICY:

As required under SEBI (Prohibition of Insider Trading) Regulations 2015 yourDirectors have framed and approved Insider Trading Policy for the Company i.e. ‘Codeof Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation' and ‘Conduct of Conduct for Regulating Monitoring and Reporting ofTrading by Designated Persons/Insiders'. The Policy is available on the company's websiteat www.alkylamines.com.

21. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

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 / Tribunalswhich 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 Section186 of the Companies Act 2013 wherever applicable are given in the notes to financialstatements.

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 ofthe company at the conclusion of 42nd AGM of the company. Pursuant to section 139(2) ofthe Companies Act 2013 the company can appoint them for a second term of five consecutiveyears.

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

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

The Auditor's Report for financial year 2021-22 does not contain any qualificationreservation disclaimer or adverse remark. There was no instance of fraud during the yearunder 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. TheAuditor's Report is enclosed with the financial statements in this Annual Report.

25.2 Cost Auditors:

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

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 underSection 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 theMembers in a general meeting for their ratification. Accordingly Resolution seekingMembers' ratification for the remuneration payable for their re-appointment as CostAuditor for the financial year 2022-23 is sought under Item No. 5 of the Notice conveningthe 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 ListingRegulations as amended the Board of Directors has on the recommendation of AuditCommittee re-appointed Mr. Prashant Mehta Practising Company Secretary to undertake theSecretarial Audit of the Company for the financial year 2022-23.

The Secretarial Auditor's Report for financial year 2021-22 does not contain anyqualification reservation disclaimer or adverse remark. The Report of the SecretarialAuditor for the financial year ended March 31 2022 is annexed herewith as "Annexure4."

26. CORPORATE GOVERNANCE:

As per SEBI Listing Regulations a separate section is annexed herewith as "Annexure5" on corporate governance practices followed by the Company together with acertificate from the Company's Secretarial Auditors confirming compliance forms anintegral part of this Report.

The Company complies with all applicable Secretarial Standards issued by The Instituteof Company Secretaries of India and approved by the Central Government under Section118(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 AnnualReport 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 hasfeatured in Business Today – PwC India's Best CEOs ranking.

29. CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any subsidiary or associate company there is norequirement of preparing the Consolidated Financial Statements during the financial year2021-22 in accordance with relevant IND AS 110 issued by the Institute of CharteredAccountants of India.

30. ANNUAL RETURN:

The Annual Return as required under Section 92(3) of the Companies Act 2013 and Rule12 of the Companies (Management and Administration) Rules 2014 is available on thewebsite of the Company and can be accessed at www.alkylamines.com.

31. EMPLOYEES:

a) EMPLOYEE STOCK OPTION PLAN 2018 (ESOP 2018):

The ESOP Scheme ‘AACL Employees Stock Option Plan 2018' (AACL ESOP 2018)approved by the shareholders in 2018 is in compliance with SEBI (Share Based EmployeeBenefits and Sweat Equity) Regulations 2021 (SEBI (SBEBSE) Regulations 2021). There wereno 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.

In terms of the approval of the shareholders by Postal Ballot for sub-division andrelated actions and as a consequence of the sub-division of equity shares from face valueof Rs 5 into face value of Rs 2 the Company has made appropriate adjustments to theexercise quantity and to the exercise price of the outstanding ESOPs granted to employeeswith effect from opening of business hours on May 13 2021 (being the next working daypost the record date of sub-division) so as to ensure that the resultant payment by ESOPsgrantees on the exercise of ESOPs and the resultant benefits due to the adjustment to therevised exercise quantity and exercise price remains unchanged for grantees. Fractionquantity arising due to the adjustment to the individual vest quantity has been roundeddown and the resultant difference wherever applicable due to such adjustment shall bepaid off to grantees as per market price of the shares prevailing at the time of exerciseof Options relevant to fraction Option by applying the formula (Market price of share atthe time of exercise of relevant Option less exercise price multiplied by fractionOption). The ESOPs grantees have been intimated about this adjustment alongwith adjustedstatement of ESOPs.

The total ESOP grants till date aggregate to 186482 out of total 510000 (pre-split204000) ESOPs permitted to be granted as per AACL ESOP 2018. Of the 186482 ESOPsgranted till date 81467 equity shares of Rs 2 per share consisting of {50430 shares(corresponding to 20172 pre-split equity shares of Rs 5 per share) plus 31037 post-splitequity shares} have been allotted till date pursuant to exercise of ESOPs.

The disclosures regarding stock options required to be made under the provisions of theSEBI (SBEBSE) Regulations 2021 are available on the website of the Company at www.alkylamines.comA certificate from the Secretarial Auditors of the Company that the Scheme has beenimplemented in accordance with SEBI (SBEBSE) Regulations 2021 and the resolution passedby the members shall be placed in the ensuing AGM for inspection of the members. A copyof the same will also be available for inspection at the Company's Registered Office.

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

Disclosures pertaining to the remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 thereunder form part of the Board'sReport. The said disclosures information and details in respect of employees of theCompany required pursuant to said Section and the Rule will be provided upon request.Further a statement showing the names and particulars of employees drawing remunerationin excess of limits as set out under Rule 5(2) of the said Rules also forms part of thisReport. However in terms of Section 136 of the Companies Act 2013 the Report andAccounts are being sent to the Members and others entitled thereto excluding thestatement of particulars of employees and is available for inspection by the Members atthe Registered Office of the Company during office hours (i.e. 11:00 am to 4:00 pm) on allworking days other than on Saturday and Sunday till the date of AGM. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

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

The Company has formulated a comprehensive policy on prevention prohibition andredressal against sexual harassment of women at workplace which is in accordance with theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 (‘POSH'). The said policy has been made available on the websiteof the Company. In line with the requirements of POSH the Company has set up ComplaintsCommittees at its workplaces to look into complaints of sexual harassment received fromany women employee. No complaints have been received during the financial year 2021-22.

33. CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as pandemic litigation and industrial relations.

34. ACKNOWLEDGEMENTS:

The Directors would like to take this opportunity to show their appreciation to allemployees for their hard work dedication and support which has helped us face allchallenges and enable business continuity in these turbulent times of global coronaviruspandemic and lockdown. The Directors wish to place on record their appreciation of thecontinuous support received by the Company from the investors participating BanksCentral/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)

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