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Chemfab Alkalis Ltd.

BSE: 541269 Sector: Industrials
NSE: CHEMFAB ISIN Code: INE783X01023
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OPEN 241.25
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VOLUME 3572
52-Week high 264.70
52-Week low 135.30
P/E 7.22
Mkt Cap.(Rs cr) 341
Buy Price 241.25
Buy Qty 16012.00
Sell Price 0.00
Sell Qty 0.00
OPEN 241.25
CLOSE 229.80
VOLUME 3572
52-Week high 264.70
52-Week low 135.30
P/E 7.22
Mkt Cap.(Rs cr) 341
Buy Price 241.25
Buy Qty 16012.00
Sell Price 0.00
Sell Qty 0.00

Chemfab Alkalis Ltd. (CHEMFAB) - Director Report

Company director report

Dear Shareholders

Your Directors have the pleasure of in presenting the 12th Annual Report ofChemfab Alkalis Limited along with the Audited Standalone and Consolidated financialstatements for the financial year ended 31st March 2021. The summarizedfinancial results are as under:

Financial Summary:

Consolidated (Rs. In Lakhs) Standalone (Rs. In Lakhs)
Particulars Year ended. 31 March 2021 Year ended. 31 March 2020 Year ended. 31 March 2021 Year ended. 31 March 2020
Summary of Pro t and Loss Statement:
Total Revenue 18081.13 20452.32 18081.13 20452.32
Pro t before Finance Cost and Depreciation 2469.77 5815.99 2478.89 5830.32
Less: Finance Cost 245.17 315.00 245.17 315.00
Pro t before Depreciation 2224.60 5500.99 2233.72 5515.32
Less: Depreciation and amortization 2022.02 2508.76 2022.02 2508.76
Pro t Before Exceptional Items 202.58 2992.23 211.70 3006.56
Exceptional Items - -321.03 - -321.03
Pro t before Tax 202.58 2671.20 211.70 2685.53
Less: Tax including Deferred Tax 1015.73 126.59 1015.65 126.59
Pro t/(Loss) after Tax -813.15 2544.61 -803.95 2558.94
Other Comprehensive Income/(Loss) 53.66 71.58 53.66 71.58
Total Comprehensive Income/(Loss) -759.49 2616.19 -750.29 2630.52
Summary of Retained Earnings Movement:
Balance brought forward from last year -9519.03 -11918.64 -9504.70 -11918.64
Add: Pro t/(Loss) after Tax -813.15 2544.61 -803.95 2558.94
Add: Other Comprehensive Income 51.98 73.53 51.98 73.53
Less: Impact of adoption of Ind AS 116 - 8.62 - 8.62
Less: Appropriations
Final Dividend 174.85 174.12 174.85 174.12
Tax on Dividend - 35.79 - 35.79
Balance Carried to Balance Sheet -10455.05 -9519.03 -10431.52 -9504.70

Performance and State of A airs of the Company:

During the year the product realization for the Chemical Division had decreasedsubstantially which resulted in decrease in revenue and pro tability of the company. Also

COVID-19 pandemic impacted the Pipes business with intermittent Government lockdownmeasures and delay in Project approvals delaying the project installations leading toplant operating at lesser capacity.

Further the sharp rise in the PVC Resin prices major raw material for pipes led tomargin contraction in the PVCO pipes segment. During the year under review the groupachieved a total revenue of Rs. 18081.13 Lakhs and loss of (Rs. 813.15) Lakhs.

Dividend:

The Board of Directors of the Company did not declare the dividend for the year ended31st March 2021 in view of loss.

Transfer of profit to reserves:

Not applicable as the Company has a loss during the year.

Material Changes during the reporting period:

No material changes have occurred or any commitments made between the financial periodended March 31 2021 and the date of this report which would adversely affect thefinancial position of the company.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

The Board of Directors of the Company comprises of the Non - Executive Chairman who isa promoter of the Company along with him on the Board are Seven Non -

Executive Directors including four Independent Directors.

The Company has two women Independent Directors. The composition of the Board ofDirectors in compliance with regulation 17(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Section 149 of the Companies Act 2013.

The Company has received necessary declarations from the Independent Directors undersection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as specified in Section 149(6) of the Companies Act 2013 and as per the SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015.

All the four Independent Directors are registered with the data bank as per rule 6 ofthe Companies (Appointment and

Quali cation of Directors) Fifth Amendment Rules 2019.

The Registration details are as below:

Sl. No Name of the Director Registration number
01. T. Ramabadhran IDDB DI-202002-007333
02. A. Janakiraman IDDB-DI-202002-007989
03. J. Sujatha Jayarajan IDDB-DI-201912-001692
04. R. Drushti Desai IDDB-DI-202002-015500

Board Composition:

The Board is well balanced with a composition of four Non- Independent Directors andfour Independent Directors (including two Women Independent directors).

Category Name of Directors
Non – Independent Directors Mr. Suresh Krishnamurthi Rao
Mr. C S Ramesh
Mr. R Mahendran
Mr. Nitin S Cowlagi
(with effect from 04.06.2020)
Independent Directors Mr. A Janakiraman
Mrs. Drushti Desai
Mrs. Sujatha Jayarajan
Mr. T Ramabadhran

Thus the composition of the Board is in line with the terms of Section 149 of theCompanies Act 2013 and Regulations

17(1)(b) of the SEBI (LODR) Regulations 2015.

B. Meetings

Number of Board Meetings held during the year along with the dates of the meetings:During the Financial Year 2020 - 2021 the Board of Chemfab

Alkalis Limited met ve times as under:

Sl. No Dates of meetings of the Board Quarter No. of Directors on the date of Meeting Total No. of Directors attended
1 04.06.2020 First 7 7
2 30.07.2020 Second 8 8
3 29.10.2020 Third 8 7
4 29.01.2021 Fourth 8 8
5 31.03.2021 Fourth 8 8

The meetings of the Board were held periodically with an interval of not more than onehundred and twenty days between two consecutive meetings as prescribed under Section173(1) of the Act.

C. Re-appointment of Directors Retiring by Rotation

In terms of Section 152 of the Companies Act 2013 Mr. C.S. Ramesh (DIN - 00019178) isliable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. The Board of

Directors based on the recommendation of the Nomination and Remuneration Committee hasrecommended the re-appointment of Mr. C.S. Ramesh (DIN - 00019178) retiring by rotation.

D. Committees of the Board

The constitution and terms of reference of the Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee and Risk Management Committee are also aligned with therequirements of regulations 18 to 22 of SEBI (Listing Obligations and DisclosureRequirements)

Regulations 2015 and the Companies Act 2013.

A detailed note on the Committees is given in the Corporate Governance Report formingpart of the Annual Report.

E. Performance Evaluation

Section 134 of the Companies Act 2013 states that formal evaluation needs to be madeby the Board of its own performance and that of its committees and the individualDirectors. Schedule IV of the Companies Act 2013 and regulation 17(10) of SEBI (ListingObligations and

Disclosure Requirements) Regulations 2015 state that the performance evaluation ofeach Independent Director shall be done by the entire Board of Directors excluding theDirector being evaluated.

Pursuant to the provisions of section 134 (3)(p) of the

Companies Act 2013 and SEBI (LODR) regulations

2015 the Board has carried out an evaluation of its own performance the Directorsindividually as well as its Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report forming part of theAnnual Report.

F. Directors' Responsibility Statement

As required under Section 134(5) of the Companies Act

2013 the Board of Directors hereby con rms that -

(a) in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable Accounting Standards and Schedule III of the Act have been followedand there are no material departures.

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of a airs of the Company at the end of the financial year and ofthe loss of the Company for the financial year 2020-2021.

(c) the Directors had taken proper and su cient care for maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors had prepared the annual accounts on a going-concern basis.

(e) the Directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and are operating effectively;and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

G. Changes in Directors and Key Managerial Personnel

Mr. Nitin S Cowlagi Chief Financial Officer of the Company retired w.e.f. 07.04.2020and upon the recommendation of the Nomination and Remuneration Committee the Board hasappointed Mr. S. Prasath an associate member of ICAI as the

Chief Financial Officer of the Company w.e.f. 07.04.2020.

Subsequently Mr. Nitin S. Cowlagi was appointed as an Additional Director of theCompany in the meeting of the Board held on 04.06.2020 and his appointment was regularizedas Non - Executive Non Independent Director in the Annual General Meeting held on29.07.2020.

H. Changes in Subsidiaries Joint Ventures and Associates

Your Company had incorporated a wholly owned subsidiary namely ‘Chemfab AlkalisKaraikal Limited' on 19.12.2019 for manufacture of Caustic Soda Lye and downstreamproducts in all forms and kinds.

The said company has obtained provisional allotment of undeveloped land comprising of65 acres (263055 sqm) located at the extreme South West corner of the layout at the

Industrial Growth Centre Polagam Karaikal Puducherry on premium lease basis for aperiod of 30 years initially and extendable up to a maximum period of 99 years forsetting up of a unit.

The Company is in the process of getting firm allotment of the land after land surveyand getting it registered along with obtaining statutory approvals for setting up itsbusiness activities.

Apart from the above there are no any changes in the Subsidiaries Joint ventures andAssociates during the year 2020-2021. Refer the extract of the financial statement in

Annexure - B.

I. Significant or Material Orders Passed by Regulators / Courts

There were no significant or material orders passed by any regulator/ court during thereporting period.

J. Declaration by Independent Directors

The Company has received necessary declarations from Mr. T. Ramabadhran Mr. A.Janakiraman Mrs. Sujatha Jayarajan and Mrs. Drushti Desai independent directors underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and regulation 25 of the

SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 and their Declarations have been taken on record.

K. Details in respect of Frauds

The Company's auditors' report does not have any statement on suspected fraud in thecompany's operations to explain as per Sec. 134(3)(ca) of the Companies Act 2013.

L. Fixed Deposits:

During the year under review the Company did not raise funds by way of fixeddeposits from the public.

M. Details of contracts or arrangements with related parties:

The details of contracts or arrangements entered into with related parties along withjusti cation for entering into such contract or arrangement referred to in sub-section(1) of section 188 in the prescribed form no. AOC 2 are given in Annexure C of thisreport.

N. Code of Conduct for prevention of Insider Trading:

The Company has a policy viz. "Code of Conduct for prevention of InsiderTrading" and the same has been posted on its website www.chemfabalkalis.com. TheCompany also monitors insider trading activities through vigilant software in accordancewith the Regulation 5(3) of SEBI (LODR)

(Amendment) Regulations 2020.

O. Development and implementation of a Risk Management Policy:

The main objective of Risk Management is risk reduction and avoidance as also identication of the risks faced by the business and optimizing of the risk managementstrategies. The Company has put in place a well-de ned Risk

Management framework. The Company has constituted a Risk Management Committee eventhough the constitution of the same is NOT applicable to the Company since it is mandatoryonly for the top 1000 listed Companies as per the listing regulations. The Risk ManagementCommittee assists the Board in drawing up implementing monitoring and reviewing the RiskManagement Plan. The Committee lays down the Risk Assessment and Minimization Proceduresand it reviews the Procedures periodically to ensure that the

Executive Management controls the risks through properly defined framework. The Companyhas also obtained certi cation for ISO 14001 and OHSAS 18001 systems to take care ofcritical operational areas. The Company has also implemented Process Safety

Management (PSM). Indeed we are the first company in our industry to implement thesame. We are continuing with the publishing of sustainability report enhancing ourcommitment to sustainable development.

P. Technology absorption Conservation of energy and Research and development:

The Company has an in-house Research and Development Department where the main areasof focus are Energy Conservation Process Up-gradation and Environmental Preservation. TheMinistry of Science and Technology

Department of Scienti c and Industrial Research

Government of India has recognized the Company's in- house R&D facilities. TheCompany has a sophisticated Quality Assurance (QA)

Laboratory accredited by NABL in accordance with the requirements of ISO/IEC17025-2017. Samples from various

Chlor- Alkali Industries in India are being analysed at CCAL - QA Laboratory

Awards received during the year (2020 21):

1. "INNOVATIVE ENVIRONMENTAL PROJECT" for the conversion of non-hazardousbrine sludge to bricks for use in civil construction.

2. FICCI CHEMICAL AND PETROCHEMICAL

AWARDS – 2021 Two awards: a) Award for "SUSTAINABILITY BEST GREEN

PROCESS" for the production of soda ash from ue gas. b) Award for"SUSTAINABILITY BEST GREEN

PRODUCT" for the conversion of non-hazardous brine sludge to bricks for use incivil construction.

Award presented by Mr. Mansukh Mandaviya Hon'ble Minister of State for Ports Shippingand Waterways (IC) & Minister of State for Chemicals and Fertilizers GOI on 17.03.21at Hotel Taj Palace New Delhi.

The Company continues to take all possible steps to conserve energy in every area ofits operations. A brief write up on Conservation of Energy and Technology Absorption isgiven in Annexure D.

Q. Cost Records

Your Company is maintaining cost records and reports pursuant to the Companies (CostRecords and Audit) Rules 2014 as amended prescribed by the Central Government under sub– section (1) of Section 148 of the Companies Act 2013.

AUDIT RELATED MATTERS: A. Statutory Auditors

As per the provisions of Sections 139 142 and other applicable provisions of theCompanies Act 2013 if any read with the Companies (Audit and Auditors) Rules 2014 theAuditors M/s. Deloitte Haskins & Sells LLP (Firm

Registration No 117366W /W-100018) were appointed as Statutory Auditors of the Companyat the Annual General Meeting held on 04.09.2017 for a period of Five (5) consecutiveFinancial Years from 2017-18 to 2021-2022.

There are no qualifications or adverse remarks in the Statutory Audit Report whichrequire any explanation from the Board of Directors.

B. Cost Auditor:

As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost recordsand audit) Rules 2014 the applicability of Cost audit is based on the overall annualturnover of the company from all its products and services during the immediatelypreceding financial year being rupees one hundred crore or more. Under Rule 3 of the sameRegulations the maintenance of cost records is applicable to companies whose aggregateturnover of the individual product or products or service or services is Rupees thirty-vecrores or more.

In conformity with the said provisions of the Companies Act 2013 the Company hasappointed M/s. Madhavan Mohan & Associates Cost Auditors as the Cost Auditor forthe audit of cost accounts for your Company for the year ending 31st March 2022. Theremuneration to be paid to him is being ratified at this Annual General meeting.

C. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 your Company has appointed Mr. M.R.Thiagarajan Company Secretary-in-Practice to undertake the Secretarial Audit of theCompany. The

Secretarial Audit report in Form No.MR.3 for financial year 2020-2021 is annexedherewith as Annexure - H A Certificate from a Company Secretary in practice thatnone of the directors on the board of the company have been debarred or disqualified frombeing appointed or continuing as directors of companies by the Board/Ministry of Corporate

A airs or any such statutory authority is annexed herewith as Annexure I.

There are no qualifications or adverse remarks in the Secretarial Audit Report whichrequire any explanation from the Board of Directors.

D. Internal Financial Controls:

Your Company has well defined and adequate internal controls and procedurescommensurate with its size and the nature of its operations. This is further strengthenedby the Internal Audit done concurrently. During the year the

Company got its internal controls over financial reporting and risk management processevaluated by independent consultants. Besides the Company has an Audit Committeecomprising Independent and Non-Executive Directors which monitors systems controlsfinancial management and operations of the Company. The Audit committee at its meetingheld on May 21 2021 has evaluated the internal financial controls and risk managementsystem.

E. Internal Auditor:

The Board appointed M/s. Mukesh Manish & Kalpesh Chartered Accountants asinternal auditor for the Financial Year 2021-2022 based on the recommendation of the AuditCommittee.

BOARD COMMITTEE COMPOSITION

The Board has constituted the following committees viz. Audit Committee Nomination andRemuneration Committee Stakeholders' Relationship Committee Corporate SocialResponsibility Committee and Risk Management Committee.

A. Audit Committee

Pursuant to regulation 18 of SEBI (LODR) Regulations 2015 and the provision of Section177(8) read with Rule 6 of the Companies (Meeting of Board and its Powers)

Rules 2014 the Company has duly constituted a qualified and independent AuditCommittee. The Audit Committee of the Board consists of four "IndependentDirectors" and Two "Non – Independent Director" as members havingadequate financial and accounting knowledge. The composition procedures powers androle/functions of the audit-committee and its terms of reference are set out in theCorporate Governance Report forming part of the Boards Report.

During the period under review the suggestions put forth by the Audit Committee wereduly considered and accepted by the Board of Directors. There were no instances ofnon-acceptance of such recommendations. Consequent to the Appointment of Mr. Nitin SCowlagi the Board reconstituted the committee w.e.f. 30th July 2020 in terms of Section177 of the Companies Act 2013 and in terms of Regulation 18 of SEBI (LODR) Regulations2015.

The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors in terms of Section 177(4) of the Act and in terms of Regulation 18 ofthe SEBI (LODR) Regulations 2015. It also oversees the vigil mechanism and is obliged totake suitable action against the Directors or employees concerned when necessary.

A detailed note on the Audit Committee is given in the Corporate Governance Reportforming part of the Annual Report.

B. Nomination and Remuneration Committee:

According to Section 178 of the Companies Act 2013 and in terms of Regulation 19 ofSEBI (LODR) Regulations 2015 the Company has set up a Nomination and RemunerationCommittee which has formulated the criteria for determining the quali cations positiveattributes and independence of a

Director and ensures that:

1. The level and composition of remuneration are reasonable and su cient to attractretain and motivate Directors having the quality required to run the Company successfully.

2. The relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

3. The remuneration to Directors key managerial personnel and senior managementinvolves a balance between fixed and variable pay reflecting short-term and long-termperformance objectives appropriate to the working of the Company and its goals. TheNomination and Remuneration Policy of your Company is set out and available in yourcompany website www. chemfabalkalis.com. A detailed note on the Nomination andRemuneration Committee is given in the Corporate Governance Report forming part of theAnnual Report.

C. Stakeholders' Relationship Committee:

A detailed note on the Stake Holders' Relationship Committee is given in the CorporateGovernance Report forming part of the Annual Report.

D. Risk Management Committee:

The Company has constituted a Risk Management Committee even though the constitution ofRisk Management Committee is NOT applicable to the Company since it is mandatory only forthe top 1000 listed Companies as per the listing regulations. The Risk ManagementCommittee assists the Board in drawing up implementing monitoring and reviewing the RiskManagement Plan. The Committee lays down Risk Assessment and Minimization Procedures andit reviews the Procedures periodically to ensure that the

Executive Management controls the risks through properly defined framework.

E. Corporate Social Responsibility (CSR) Committee:

The Board has constituted the Corporate Social Responsibility Committee in accordancewith Section 135 of the Companies Act 2013. The Company is committed to operate in asocially responsible manner in terms of protecting the environment and conserving waterresources and energy. Details of the CSR Policy drawn up by the Company and the

CSR expenditure and initiatives taken during the year 2020

– 21 are given in Annexure E to this Report.

OTHER MATTERS

A. Particulars of loans guarantees or investments u/s 186 of the Companies Act 2013

During the year under review the Company did not provide any loans guarantees orinvestments u/s 186 of the Companies Act 2013.

However your company had incorporated a wholly owned subsidiary during the year 2019in the name and style

‘Chemfab Alkalis Karaikal Limited' and invested a sum of

Rs. 80000000 (Rupees Eight Crores only) in the form of 5320000 equity shares ofRs. 10/- each aggregating

53200000 (Rupees Five Crore Thirty-Two Lakhs only) and 2680000 shares of Rs.10/-each in the form of 0.01% Cumulative Convertible Preference Shares amounting to

Rs. 26800000 (Rupees Two Crore Sixty-Eight Lakhs only).

B. Remuneration details of Directors and Employees

The Company's policy on Directors' appointment and remuneration including criteria fordetermining quali cation positive attributes and independence of a director and othermatters provided under sub-section (3) of section 178 is posted in our company's websitein the following link https:// chemfabalkalis.com/investors/ and forms part of this Reportpursuant to first proviso of Sec. 178 of the Companies Act

2013.

C. Debentures

During the year under review the Company did not issue any debentures. As on date theCompany does not have any outstanding debentures.

D. Bonus Shares

During the year under review the Company has not issued any bonus shares.

E. Borrowings

The Company has outstanding borrowings including IND AS accounting adjustment entriesand interest accrued of Rs.3084.02 Lakhs during the financial year ended

March 31 2021.

F. Deposits

The Company has not accepted any deposits in terms of Chapter V of the Companies Act2013 read with the Companies (Acceptance of Deposit) Rules 2014 during the year underreview and as such no amount on account of principal or interest on public deposits wasoutstanding as of the balance sheet date.

G. Transfer to Investor Education and Protection Fund

The details of transfer of unclaimed dividend and the shares for seven consecutiveyears to the Investor Education and Protection Fund are given in the Corporate GovernanceReport forming part of the Annual Report which is also available in the company'swebsite.

H. Credit Ratings

CARE has re-a rmed its rating of "CARE A - Stable" for Long term Bankfacilities; and "CARE A2+" for Short term

Bank facilities.

I. Code of Corporate Governance

In compliance with the requirement of regulations 24 to 27 of SEBI (Listing Obligationsand Disclosures Requirements)

Regulations 2015 a detailed report on Corporate

Governance is annexed to this report as Annexure G along with a Certificate fromM/s. Deloitte Haskins & Sells LLP Chartered Accountants a rming compliance with thesaid

Code which is appended as Annexure J.

J. Code of conduct for Directors and Senior Management:

The Board of Directors adopts a code of conduct for the Board Members and employees ofthe company. This Code helps the Company to maintain the standard of Business Ethics andensure compliance with the legal requirements of the Company. The Code is aimed atpreventing any misconduct and promoting ethical conduct at the Board level and byemployees. The Compliance Officer is responsible to ensure adherence to the Code by allconcerned.

The Code lays down the standard of conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in particular onmatters relating to integrity in the workplace in business practices and in dealing withstakeholders. All the Board Members and the Senior Management personnel have con rmedcompliance with the Code.

K. Management Discussion and Analysis Report

In accordance with the requirement of the Listing regulations the ManagementDiscussion and Analysis Report is presented in a separate section of the Annual Reportwhich is appended as Annexure - A.

L. Disclosure on Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013:

The Company has in place a Sexual Harassment Policy in line with the requirement ofSexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013.Internal Compliant Committee (ICC) has been set up to redress the complaints received inconnection with sexual harassment in any form.

All employees (permanent contractual temporary trainees) are covered under thispolicy. a. Number of complaints led during the financial year - NIL b. Number ofcomplaints disposed o during the financial year NIL c. Number of complaints pending as onend of financial year NIL

M. Vigil Mechanism:

The Company has established a vigil mechanism also called the Whistle Blower Policywhich has been adopted by the Board applicable to Directors and employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct or Ethics Policy. It provides for adequate safeguards againstvictimization of persons who use such mechanism and makes provision for direct access tothe Chairperson of the Audit Committee in appropriate or exceptional cases. Con dentialityof Whistle Blower shall be maintained to the greatest extent possible. Details of thevigil mechanism are available in our Company's website.

N. Annual Return MGT 7

As per the Companies (Amendment) Act 2017 the company's annual return is placed inthe company's website. Kindly refer the annual return for the FY 2019 – 2020 in thecompany's website www.chemfabalkalis.com/ investors.

The company will also place the annual return for the FY 2020 – 21 in thecompany's website post – AGM.

O. Employees' Stock Option Scheme 2015

The Shareholders of the Amalgamated entity Chemfab

Alkalis Limited had approved the Employees' Stock Option

Scheme titled as "CAESOS – 2015" through Postal Ballot on March 052016. "CAESOS-2015" is in compliance with SEBI (Share Based Employee Benefits)Regulations

2014. The details are available on our website www. chemfabalkalis.com.

The purpose of the Scheme is: i) to attract retain and motivate talented and criticalemployees. ii) to encourage employees to align Individual performance with the Company'sObjectives; and iii) to reward employee performance with ownership. The details of CAESOS– 2015 form part of the Notes to Accounts of the Financial Statements in this AnnualReport. As per the approval given by the Shareholders of Chemfab

Alkalis Limited the Options granted to the employees of the amalgamated CompanyChemfab Alkalis Limited also carry the eligibility of application of the Swap ratio of10:7 (i.e. 10 shares of Rs.10 each for every 7 shares of Rs.5 each held) mentioned in theScheme of Amalgamation of erstwhile

Chemfab Alkalis Limited to the Company approved by the NCLT vide its Order dated30.03.2017. Shares allotted during the reporting period under employee stock option schemeare as provided below:

Particulars No. of shares allotted
During the FY 2018 – 19 60000
During the FY 2019 – 20 59000
During the FY 2020 – 21 119999
Total shares allotted under CAESOS 2015 238999

Price at which shares were issued: Rs.52.43 Diluted EPS – (Rs.5.74/-)(Standalone) Diluted EPS – (Rs. 5.81/-) (Consolidated)

Equity Shares with differential voting rights: NA;

Sweat Equity Shares: NA

Details of voting rights not exercised: NA.

P. Employees' Stock Option Scheme 2020

Your Company has launched another Employees Stock Option Plan i.e. Employees StockOption Scheme 2020 (‘ESOP Scheme') in accordance with the Securities and

Exchange Board of India (Share Based Employee Benefits)

Regulations 2014 with the approval of the shareholders in the annual general meetingheld on 29.07.2020 for issuing 400000 equity shares. The Company also obtainedin-principle approval from BSE and NSE dt: 22.09.2020 and 24.09.2020 respectively. Duringthe year under review your Company has granted the stock options to the eligibleemployees. The disclosure required under the said Regulations is forming part of theAnnual report.

Q. Green initiatives

Pursuant to the Ministry of Corporate A airs (MCA) circulars dated April 08 2020April 13 2020 and May 05 2020 the Company is providing the facility of remote e-votingto its Members in respect of the business to be transacted at the AGM. Electronic copiesof the Annual Report 2020 – 21 and Notice of the Twelfth (12th) AnnualGeneral Meeting are sent to all the members whose email addresses are registered with theCompany/Depository Participant(s). Further the soft copy of the Annual Report (in pdfformat) is also available on our website https://chemfabalkalis.com/investors/ Pursuant toSection 108 of the Companies Act 2013 Rule 20 of the Companies (Management andAdministration) Rules

2014 and Listing Regulations the Company is providing e-voting facility to allmembers to enable them or their nominees to cast their votes electronically on allresolutions set forth in the notice. The instructions for e-voting are provided in thenotice.

R. Statement on Secretarial Standards

The Company is adopting compliances of applicable secretarial standards and othersecretarial standards to ensure good governance.

S. Human Resources

Employee relation continues to be cordial and harmonious at all levels and in all thedivision of the Company.

The Board of Directors would like to express their sincere appreciation to all theemployees for their continued hard work and dedication. The number of Direct employees ason March 31 2021 was 188. The table containing the names and other particulars ofemployees in accordance with the provisions of Section 197(12) of the Companies Act 2013read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is appended as Annexure - F to the Board's Report.

Acknowledgement

The Directors thank the Shareholders Customers Dealers Suppliers Bankers FinancialInstitutions and all other business associates for their continued support to the

Company and the con dence reposed in its Management.

The Directors also thank the Government authorities for their co-operation. TheDirectors wish to record their sincere appreciation of the significant contribution madeby the CCALmates at all levels to its pro table and successful operations.

By Order of the Board of Directors

for Chemfab Alkalis Limited

Sd/-

Suresh Krishnamurthi Rao

Chairman

DIN: 00127809

Place: Chennai

Date: 21.05.2021

.