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Diamines & Chemicals Ltd.

BSE: 500120 Sector: Industrials
NSE: N.A. ISIN Code: INE591D01014
BSE 11:00 | 11 Aug 423.00 17.10
(4.21%)
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NSE 05:30 | 01 Jan Diamines & Chemicals Ltd
OPEN 413.70
PREVIOUS CLOSE 405.90
VOLUME 44203
52-Week high 425.90
52-Week low 229.00
P/E 17.22
Mkt Cap.(Rs cr) 414
Buy Price 423.00
Buy Qty 194.00
Sell Price 423.95
Sell Qty 10.00
OPEN 413.70
CLOSE 405.90
VOLUME 44203
52-Week high 425.90
52-Week low 229.00
P/E 17.22
Mkt Cap.(Rs cr) 414
Buy Price 423.00
Buy Qty 194.00
Sell Price 423.95
Sell Qty 10.00

Diamines & Chemicals Ltd. (DIAMINESCHEM) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 46th Annual Report of the Company togetherwith the Audited Standalone and Consolidated Financial Statements of Accounts for the yearended March 31 2022.

1. Financial Results:

The Company's financial performances for the year under review along with previousyear's figures are given hereunder:

Financial Results (Rs in Lakhs)

Particulars Standalone Consolidated
Year Ended Year Ended
March 31 2022 March 31 2021 March 31 2022 March 31 2021
Net Sales and Other Income 6792.85 6536.95 6792.85 6536.95
Profit before Finance costs and Depreciation 2386.06 2770.48 2385.07 2766.60
Expenses
Finance cost 8.55 7.54 8.55 7.54
Depreciation and amortisation expenses 166.80 178.55 166.80 178.55
Profit from ordinary activities
before Tax Expense 2210.71 2584.39 2209.72 2580.51
Tax expense
Current tax 575.56 695.55 575.56 695.55
Tax Related to earlier years 11.37 (117.11) 11.37 (117.11)
Deferred tax (48.57) (97.42) (48.57) (97.42)
Net Profit from ordinary activities after tax 1672.35 2103.37 1671.36 2099.49
Other comprehensive income /(expense)
(net of tax) 326.16 294.08 326.16 294.08
Total comprehensive income for the period 1998.51 2397.45 1997.52 2393.57
Net Profit / (loss) attributable to
a) Owners of the Company - - 1671.36 2099.49
b) Non controlling interest - - - -
Other comprehensive income attributable to
a) Owners of the Company - - 326.16 294.08
b) Non controlling interest - - - -
Total comprehensive income attributable to
a) Owners of the Company - - 1997.52 2393.57
b) Non controlling interest - - - -
Balance of profit brought forward 6748.28 5037.98 6744.40 5037.98
Dividend
Dividend (Final) (489.16) (365.67) (489.16) (365.67)
Tax on Dividend (Final) - (25.66) - (25.66)
Transfer to General Reserve - - - -
Balance carried to Balance Sheet 7947.32 6748.28 7942.45 6744.40
Basic & diluted earning per equity share on
Net profit from ordinary activities after tax
(face value Rs 10/- each) (In Rs) 17.09 21.50 17.08 21.46

2. Dividend

Dividend paid during the year ended March 31 2022 include an amount of Rs 5/- perequity share towards final dividend for the year ended March 31 2021 on 9783240 equityshares of Rs 10/- each. The Board of Directors recommended a final dividend of Rs 3/- perOrdinary share on 9783240 ordinary shares of Rs 10/- each for the year ended on March 312022. The Dividend for the year ended March 31 2022 is subject to the approval of membersat the Annual General Meeting on June 28 2022 and will be paid within statutory timeperiod if approved by the members at the Annual General Meeting.

3. Transfer to Reserves

Pursuant to provisions of Section 134(3)(j) of the Companies Act 2013 the company hasnot proposed to transfer any amount to general reserves account of the company during theyear under review.

4. Review of Business Operations performance highlights and Future Prospects

Your Directors wish to present the details of Business operations done during the yearunder review: Standalone:

Total income for the year 2021-22 was registered at Rs 6792.85 lakhs as compared toincome of Rs 6536.95 lakhs for the year 2020-21 Net profit after tax was Rs 1672.35 lakhsas compared to Rs 2103.37 lakhs in previous financial year. Sales volumes for the year2021-22 were at 1915.59 MT as compared to 2296.19 MT for the year 2020-21.

Consolidated:

Consolidated total income for the financial year 2021-22 stood at Rs 6792.85 lakhs.While net profit / (loss) after tax reported at Rs 1671.36 lakhs.

5. Investor Education And Protection Fund (IEPF) a) details of thetransfer/s to the IEPF made during the year as mentioned below:

(i) amount of unclaimed/unpaid dividend and the corresponding shares; - the Company hadnot declared any Dividend during FY 2014-15. There is no unclaimed Dividend amount due fortransfer to Investor Education and Protection Fund (ii) redemption amount of preferenceshares; - Not Applicable (iii) amount of matured deposits for companies other thanbanking companies along with interest accrued thereon; - Not Applicable (iv) amount ofmatured debentures along with interest accrued thereon; - Not Applicable (v) applicationmoney received for allotment of any securities and due for refund along withinterestaccrued; - Not Applicable (vi) sale proceeds of fractional shares arising out ofissuance of bonus shares merger and amalgamation; - Not Applicable b) details of theresultant benefits arising out of shares already transferred to the IEPF; - Dividend onshares which are transferred to IEPF has been also transferred to IEPF. c) year wiseamount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and thecorresponding shares which are liable to be transferred to the IEPF and the due datesfor such transfer;

Year unpaid/unclaimed dividend lying in the unpaid account Date of Declaration of Dividend in AGM / Board Due date of Dividend Transfer to IEPF Due date of Transfer of corresponding shares to IEPF
2016-17 394071/- 20-Jul-17 23-Sep-24 23-Oct-24
2017-18 541002/- 06-Aug-18 10-Sep-25 10-Oct-25
2018-19 (Interim) 1069185/- 26-Oct-18 30-Dec-25 29-Jan-26
2018-19 (Final) 392734/- 09-Aug-19 13-Oct-26 12-Nov-26
2019-20 (Interim) 742636/- 04-Feb-20 09-Apr-27 09-May-27
2019-20 (Final) 638865/- 04-Sep-20 08-Nov-27 08-Dec-27
2020-21 591888/- 20-Jul-21 23-Sep-28 22-Oct-28

d) the amount of donation if any given by the company to the IEPF; - Not Applicablee) such other amounts transferred to the IEPF if any during the year. - Not Applicable

6. Material Changes And Commitment if any affecting the Financial Position ofthe Company occurred between the end of the Financial Year to which this financialstatements relate and the date of the report

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of this Report.

7. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year pursuant to Regulation 34(2)(e)of SEBI (Listing Obligations and Disclosures Requirement) Regulations 2015 forms part ofthe Annual Report attached herewith as "ANNEXURE-A".

8. Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in ANNEXURE– B and is attached to this report. Your Company understands and appreciates theresponsibility and importance of conservation of energy and continues to put efforts inreducing or optimizing energy consumption for its operations. Your Company is continuouslymonitoring and taking measures for conservation of energy such as:

- Reduction in steam consumptions by improving insulation electricity by installingLED lamps and high efficiency motors for new installation and cooling water bydebottlenecking of various operations

- Improvement in the yields and planned increase in throughput

- Improved steam condensate recovery by installing new designs of traps and monitoringtrap performance

- Utilization of by-products steams

9. Safety Health And Environment: a) Safety and Process Safety :

Safety and process safety appointed qualified EHS professional to implement processsafety in operations. The Company encourages a high level of awareness of safety issuesamong its employees and strives for continuous improvement. All incidents are analysed inthe safety committee meetings and corrective actions are taken immediately. Employees aretrained in safe practices to be followed at work place.

The Company has planned Hazard and Operability Analysis (HAZOP) for new installationand current operations to improve process safety. The Company works on designing andimplementing effective safety management system to improve safety in operations.

Safety promotional activities such as celebration of National Safety day arrangingposter competition slogan competition and prize distribution are conducted every year toencourage safety culture. Company also conducts Mock drill regularly on quarterly basisand outcome of Mock drill is analyzed and necessary improvements are implementedregularly. Company also makes continuous efforts to increase Safety awareness with regularand contractual employees and workers. Team of First Aiders are trained and certified aspart of emergency Management Crew. b) Health:

Your Company attaches utmost importance to the health of its employees. Periodiccheckup of employees is done to monitor their health. Company also has Occupational HealthCenter open for 24 hours and Ambulance facility at its Manufacturing site. Health relatedissues if any are discussed with visiting Medical Officer. Company also has a tie up withone hospital in the City to provide timely medical assistance to the employees/workers incase of emergencies. The Company has started annual health checkup of job Contractors forensuring fitness during work.

c) Environment:

Company always strives hard to give importance to environmental issues in normal courseof operations. Adherence to Environmental and pollution control Norms as per GujaratPollution Control guidelines is of high concern to the Company. The Company is alsosignatory to "Responsible Care" a voluntary initiative of International Councilof Chemical association (ICC) being implemented by Indian Chemical Council to safelyhandle the products from inception in research laboratory through manufacturing anddistribution to utilization reuse recycle and finally their disposal.

d) Renewable Source of Energy:

During the year the Company has sold ownership of 2 Wind power projects/Windmills K495 & K 436 (1250 KW each) situated at Gut No. 97 Village Bhone Taluka NandurbarDistrict Nandurbar Maharashtra and Gut No. 46/P of Village Chakala Taluka NandurbarDistrict Nandurbar Maharashtra respectively on slump Sale basis to M/s Siva ElectricGeneration Private Limited (SEGPL) w.e.f. January 01 2021. Your Company is having WindTurbine Generators (WTG) of total 0.75 MW Capacity as on March 31 2022 at ShikarpurKutch Gujarat.

10. Cash Flow and Consolidated Financial Statements:-

As required under Regulation 34 of the Listing Regulations a Cash Flow Statement ispart of the Annual Report. The Company has its wholly Owned Subsidiary named DACL FineChem Limited incorporated in previous year on 30.07.2020 and required to publishConsolidated Financial Statements.

11. Corporate Social Responsibility (CSR) Initiatives and Policy

The Company believes in contributing to harmonious and sustainable development ofsociety and that a company's performance must be measured not only by its bottom line butalso with respect to the social contributions made by the company while achieving itsfinancial goals. During the year the CSR Expenditure incurred by the company was Rs 57.00Lakhs in the area of Education Health and Environment. The CSR policy of the Company maybe accessed on the Company website at the link:https://www.dacl.co.in/pdf/investors/CSR.pdf. The Annual Report on CSR Activities isannexed herewith as ANNEXURE – C.

12. Particulars of Loans Guarantees or Investments made under section 186 of theCompanies Act 2013

Your Company made investment in Equity shares of other Company during the years for thepurpose of generation of additional surplus income. The particulars of Loans guaranteesor investments made under Section 186 are furnished in ANNEXURE-D and are attachedto this report. Details of the loans and investments made by your Company are also givenin the notes to the financial statements.

13. Material Orders Passed by Regulatory/Court:

There were no significant and material orders passed by any regulators and/or courtsand tribunals which may have the impact on the going concern status and company'soperations in future.

14. Internal Financial Controls:

The Board of Directors of the Company has laid down adequate internal financialcontrols which are operating effectively. The Company has an Internal Control Systemcommensurate with the size scale and complexity of its operations. During the yearpolicies and procedures are adopted by the Company for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets the prevention and detection of its frauds and errors the accuracy andcompleteness of the accounting records and the timely preparations of reliable financialinformation. The scope of Internal Audit is well defined in the organization. The InternalAudit report regularly placed before the Audit Committee of the Board. The Managementmonitors and evaluates the efficacy and adequacy of internal control systems in theCompany its compliance with operating systems accounting procedures and policies. Basedon the report of Internal Auditors process owners undertake corrective action in theirrespective areas and thereby strengthening the controls continuously. Significant auditobservations if any and corrective actions suggested and taken are presented to theAudit Committee of the Board.

15. Particulars of Contracts or arrangements made with Related Parties:

All transactions entered into with the Related Parties as defined under the CompaniesAct 2013 read with Regulation 23 of the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 during the financial year were in the ordinary course ofbusiness and on arm's length basis and do not attract the provisions of Section 188 of theCompanies Act 2013.

There were no materially significant related party transactions made by the Companywith the Promoters Directors and Key Managerial Personnel which may have a potentialconflict with the interests of the Company at large. All other Related Party Transactionsare placed before the Audit Committee and also the Board for approval. The policy onmateriality of related party transactions and dealing with related party transactions isuploaded on the Company's website https://www.dacl.co.in/pdf/investors/ RPT_Policy.pdfSince there were no materially significant Related Party transaction during the yearunder review the details required in AOC-2 is not applicable to the Company.

16. Explanation or Comments on qualifications reservations or adverse remarks ordisclaimers made by the Auditors and Practicing Company Secretary or Cost Auditor in theirreports:

There were no qualifications reservations or adverse remarks made either by theStatutory Auditors or by the Practicing Company Secretary or Cost Auditor in theirrespective reports.

17. Annual Return

TIn accordance with Section 134 (3) (a) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 the copy of Annual Returnpursuant to the provisions of Section 92 (3) in prescribed format is available onhttps://www.dacl.co.in/upload/PDF/Draft%20Annual%20Return%202021-2022%20(MGT-7)_637888802198711018.pdf

18. Number of Board Meetings conducted during the year under review:

The Company had 6 (Six) Board meetings during the financial year. During the year underreview Board Meetings were held respectively on May 18 2021 June 16 2021 August 112021 October 29 2021 December 28 2021 and February 09 2022. Your Directors confirmthat to the best of their knowledge and belief applicable provisions related toSecretarial Standards on the Meetings of the Board of Directors issued by the Instituteof Company Secretaries of India and approved by the Central Government have been compliedwith. The details of attendance at the Board Meetings is stated herein below for eachDirector and the details of attendance at Annual General Meeting for each Director alongwith their other Directorships is stated in the Corporate Governance Report which formspart of this Report. :

Sr. No. Name of the Director No. of Board Meetings attended (Total 6 held)
1. Mr. Amit M. Mehta 6/6
2. Mr. G. S. Venkatachalam 4/6
3. Mr. Rajendra Chhabra 6/6
4. Dr. Ambrish Dalal 6/6
5. Mr. Dhruv Mehta 6/6
6. Mrs. Kejal Pandya 6/6

19. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) read with 134 3(c) of the CompaniesAct 2013 the Board hereby submits its responsibility Statement that:—a) In thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures; b) The directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss ofthe company for that period; c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d) The directors had prepared the annual accounts on a going concernbasis; e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.-and f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

20. Subsidiary/Associate Company/Joint venture its Performance & FinancialPosition:

During the previous year Company had incorporated a Wholly Owned Subsidiary (WOS)Company named DACL Fine Chem Limited on July 30 2020 and holding has 200000 equityshares constituting 100% of the paid-up equity share capital of DACL Fine Chem Limited ason March 31 2022.

During the year under review Company has incorporated a Company namely KLJ OrganicDiamines Limited in collaboration with another shareholder company. This entity has beenformed with an intention to classify the same as Joint Venture/Associate afterfinalisation of definitive terms and conditions with other shareholder company. Pendingabove the investment in said company has been recognised and measured under Ind AS 109.

Pursuant to provisions of Section 2(87) of the Companies Act 2013 DACL Fine ChemLimited is the 100% wholly-owned subsidiary of our Company and KLJ Organic DiaminesLimited is intended Associate/ Joint venture Company. For the financial year ended March31 2022 the DACL Fine Chem Limited and KLJ Organic Diamines Limited have not started itscommercial activity yet.

The Statement containing salient features of the financial statement ofSubsidiaries/associate companies/ joint ventures (Pursuant to first proviso to sub-section(3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014) Form AOC-1 isannexed as ANNEXURE I.

In terms of Section 129(3) of the Companies Act 2013 the consolidated financialstatements of the company and its subsidiaries prepared in accordance with Ind AS 110 and111 as specified in the Companies (Indian Accounting Standards) Rules 2015 forming partof the annual report. In accordance with Section 136 of the Companies Act 2013 theaudited financial statements and related information of the company and its subsidiarieswherever applicable are available on the company's website: www.dacl.co.in. These arealso available for inspection during regular business hours at our registered office inVadodara Gujarat India.

21. Deposits:

The Company has neither accepted nor renewed any deposits falling within the purview ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 as amended from time to time during the year under review and therefore detailsmentioned in Rule 8(5)(v)& (vi) of Companies (Accounts) Rules 2014 relating todeposits covered under Chapter V of the Act is not required to be given.

22. Directors:

Mr. G. S. Venkatachalam was re-appointed as an Executive Director of the Company w.e.f.February 07 2021 for the period of 3 years and eligible for retire by rotation.

None of the Directors is disqualified for appointment/re-appointment under Section 164of the Companies Act 2013. The Certificate issued by the practicing Company Secretaryrelating to non-disqualification of Directors is also attached herewith as "ANNEXUREG". As required by law this position is also reflected in the Auditors' Report.The composition of the Board meetings of the Board held during the year and theattendance of the Directors there at have been mentioned in the Report on CorporateGovernance in the Annual Report.

23. Declarations of Independent Directors:

All the Independent Directors have submitted their declaration to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules. The Board hereby confirms that all theIndependent directors have registered themselves with Independent Directors Database. Outof three Independent Directors one Independent Directors is exempted from the Proficiencytest as per Exemption criteria and one Independent Director has been cleared Proficiencytest within statutory time period as on March 31 2022.

Further Mrs. Kejal Pandya is a Chartered Accountant and a partner at Maloo Bhatt& Co. Chartered Accountants Vadodara. She has rich experience of more than 20 yearsin the areas of audits Direct and Indirect Taxes with special interest in InformationSystem and internal Controls. Her experience includes consultancy for Software Developmentfor US and Indian Accounting Taxation Sales tax Payroll Inventory billing EducationERP. She has given presentations at various forums on Audit and Taxation.

Further term of Mrs. Kejal Pandya as a Non-executive Independent Director will beexpired on April 26 2023 and the Board considers that her continued association would beof immense benefit to the Company and it is desirable to continue to avail services ofMrs. Kejal Pandya as an Independent Director. Accordingly the Board recommends passing ofthe Special Resolution in relation to reappointment of Mrs. Kejal Pandya as an IndependentDirector for another term of five consecutive years with effect from April 27 2023 uptoApril 26 2028 for the approval by the shareholders of the Company as mentioned innotice.

24. Familiarization Programmes:

The Company has adopted a familiarization policy for independent directors. The policyas well as the details with regard to no. of hours and details of imparting the trainingto the independent directors of the Company are available on the Company's websitewww.dacl.co.in

25. Board Evaluation:

Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 mandates that the Board shall monitor and review the Board evaluationframework. The Companies Act 2013 states that a formal annual evaluation needs to be madeby the Board of its own performance and that of its committees and individual directors.Schedule IV of the Companies Act 2013 states that the performance evaluation ofindependent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The evaluation of all the directors and the Board as a whole wasconducted based on the criteria and framework adopted by the Board. The Board approved theevaluation results as collated by the nomination and remuneration committee.

26. Particulars regarding Employees Remuneration:

Disclosure pertaining to the remuneration and details as required under Section 197(12)of the Act and the Rules framed thereunder is enclosed as "ANNEXURE –E" to the Director's Report. The information in respect of employees of thecompany required pursuant to rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 ofthe Companies Act 2013 the Report and Accounts are being sent to the Members and otherentitled thereto excluding the aforesaid Annexure which is available for inspection bythe Members at the Registered Office of the Company during business hours on working daysof the Company up to the date of the ensuing Annual General Meeting. If any member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

27. Key Managerial Personnel:

As required under Section 203 of the Companies Act 2013 the Company has noted thatMr. G. S. Venkatachalam Executive Director of the Company Mr. Dipen Ruparelia ChiefFinancial Officer and Ms. Hemaxi Pawar Company Secretary are the Key Managerial Personnelof the Company. Mr. Amit Mehta Director (DIN NO. 00073907) was appointed as an ExecutiveChairman w.e.f. April 01 2020.

28. Auditors: a. Statutory Auditors

In accordance with the provisions of Companies Act 2013 at the 42nd Annual GeneralMeeting held on August 06 2018 the shareholders had appointed M/s K.C Mehta & Co.Chartered Accountants (ICAI Firm Registration No. 106237W) as Statutory Auditors of theCompany for a period of 5 years i.e. up to the conclusion of 47th Annual General Meetingto be held for the adoption of accounts for the financial year ending March 31 2023. AsCompanies (Amendment) Act 2017 has done away with the requirement of ratification atevery Annual General Meeting no ratification for the appointment is required. There is noqualification or adverse remark in Auditors' report. As regards the comments made in theAuditors' Report the Board is of the opinion that the same are self-explanatory and doesnot require further clarification. b. Secretarial Auditors

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 hasappointed M/s. Sandip Sheth & Associates Company Secretaries as secretarial auditorsof the Company to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit Report is annexed herewith as "ANNEXURE-F". As regardsthe comments made in the Secretarial Auditors' Report the Board is of the opinion thatthe same are self-explanatory and does not require further clarification. c. InternalAuditors

Pursuant to provisions of section 138(1) of the Companies Act 2013 the Company hasappointed M/s. CNK & Associates LLP Chartered Accountants as Internal auditors ofthe Company to undertake the Internal Audit of the Company from FY 2021-22. d. CostAuditors:

As per the requirement of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Amendment Rules 2014 your Company is required to getits cost accounting records audited by a Cost Auditor.

On the recommendation of the Audit Committee M/s. Diwanji & Co. Cost Accountantshave been re-appointed as the Cost Auditor for the financial year 2022-23. In terms of theprovisions of Section 148(3) of the Companies Act 2013 read with the Companies (Auditand Auditors) Rules 2014 the remuneration payable to the Cost Auditors has to beratified by the Members of the Company. Accordingly the Board seeks ratification at theensuing Annual General Meeting for the remuneration payable to the Cost Auditors for thefinancial year 2022-23.

29. Instances of Fraud if any reported by the Auditors:

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

30. Risk Management Policy:

The Company has a risk management policy which from time to time is reviewed by theAudit Committee of the Board as well as by the Board of Directors. The policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The policy is designed to provide the categorization of thisinto threats and its cause impact treatment and control measures. As part of the riskmanagement policy the relevant parameters for manufacturing sites are analyzed tominimize risk associate with protection of environment safety of operations and health ofpeople at work and monitor regularly with reference to statutory regulations andguidelines define by the company. The company fulfills its legal requirement concerningambition waste water and waste disposal. Improving work place safety continued toppriority at manufacturing site.

31. Disclosure of composition of Audit Committee and Providing Vigil Mechanism:

The Company has in place an Audit Committee in terms of requirements of the applicableprovisions of the Companies Act 2013 Rules made there under and Listing (Obligations andDisclosure Requirements) Regulations 2015. The details of the composition of the AuditCommittee terms of reference and meetings held are provided in the Corporate GovernanceReport which forms part of this Report.

The Company has established a vigil mechanism and oversees through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

During the year under review Audit committee and Board has reviewed and updatedWhistle Blower Policy of the Company. The Company has disclosed information aboutestablishment of the Whistleblower Policy on its websitehttps://www.dacl.co.in/pdf/investors/Whistle_blower_policy-DACL.pdf

32. Shares Capital and Debt Structure a. SHARE CAPITAL

During the year under review the Total Authorized Share Capital is Rs 175000000/-(Rupees Seventeen Crore Fifty Lakhs Only) and paid-up issued and subscribed share capitalof the company is Rs 97832400/- (Rupees Nine Crore Seventy-Eight Lakhs Thirty-TwoThousand Four Hundred Only). b. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review. b.SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review. c.BONUS SHARES

No Bonus Shares were issued during the year under review. d. EMPLOYEES STOCK OPTIONPLAN

The Company has not provided any Stock Option Scheme to the employees for the yearended March 31 2022. During the previous year the Company sought approval ofshareholders in 45th Annual General Meeting held on July 20 2021 to introduce andimplement Company's Employees Stock Option Scheme called "DACL - Employees StockOption Plan 2021" (‘the Scheme'). Thereafter during the year under review theCompany has received in-principle approval of 200000 shares from the BSE Limited onDecember 16 2021.

The Scheme was in compliance with SEBI (Share Based Employee Benefits) Regulations2014 (SBEB Regulations 2014) and amended as per SEBI (Share Based Employee Benefits andSweat Equity) Regulations 2021 (SBEB Regulations 2021) in the meetings held in May 112022. There was no change in the Scheme except regulatory amendments as per SBEBRegulations 2021. A certificate from the Secretarial Auditors of the Company that theScheme has been implemented in accordance with SBEB Regulations and the resolution passedby the members shall be placed in the ensuing Annual General Meeting for inspection ofthe members. The disclosures regarding stock options required to be made under theprovisions of the SBEB Regulations 2021 are available on the website of the Company atwww.dacl.co.in (weblink:https://www.dacl.co.in/upload/PDF/ESOP%20Disclosure%20by%20BOD%202021-2022_637888802353398674.pdf)

33. Insurance:

All the properties and assets of the Company are adequately insured.

34. 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 Company's website at linkhttps://www.dacl.co.in/pdf/investors/

C o d e % 2 0 o f % 2 0 C o n d u c t % 2 0 D i a m i n e s % 2 0 A n d % 2 0 C h e m ic a l s % 2 0 L i m i t e d % 2 0 -%20Investor%20Information.pdf All Board members andsenior management personnel have affirmed compliance with the Code of Conduct.

35. Insider Trading Policy:

As required under the Insider Trading Policy Regulations of SEBI and amendmentsthereto your Directors have framed Insider Trading Regulations and Code of InternalProcedures and Conducts for Regulating Monitoring and Reporting of Trading by Insider aswell as Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information. The same is also posted on the website of the Company athttps://www.dacl.co.in/Policy.aspx During the previous year the insider trading policywas revised reviewed and adopted by Audit Committee and Board as well.

36. Nomination And Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed and adopted a policy for selection and appointment of Directors Senior Managementand their remuneration. The Remuneration Policy on the appointment and remuneration ofDirectors and Key Managerial Personnel provides a framework based on which our humanresources management aligns their recruitment plans for the strategic growth of theCompany. The policy is available on website of the Company at linkhttps://www.dacl.co.in/pdf/investors/Nomination-Remuneration-Policy-03-12-2019-new.pdf

37. Compliance with Secretarial Standards:

The Company has complied with Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meetings (SS-2) and other applicable Secretarial Standardissued by the Institute of Company Secretaries of India and approved by the CentralGovernment from time to time.

38. Corporate Governance:

Pursuant to the Regulation 27 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and amendments thereunder a separate section forming partof this report and titled as "Corporate Governance" is attached herewith as "ANNEXURE-H".

39. Disclosure Under Sexual Harassment of Women at Workplace (Prevention ProhibitionAnd 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 InternalComplaints Committees at its workplaces to redress complaints received regarding sexualharassment. No complaints have been reported during the financial year 2021-22. Allemployees (permanent contractual temporary trainees) are covered under this policy.

40. Finance:

During the year under review the company had been sanctioned limits from State Bank ofIndia of Rs 13 crores in the form of Fund Based (FB) Rs 12 crores and Non Fund Based (NFB)Rs 1 crores.The limits are short term funds for meeting working capital needs of theCompany and secured primarily against current assets and further secured collaterallyagainst immovable assets of the company.

41. Other Disclosures:

The consolidated financial statement is also being presented in addition to thestandalone financial statement of the company which presents the financial data includingWholly Owned Subsidiary Company.

42. Acknowledgement:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors
Amit Mehta
Date : May 11 2022 Executive Chairman
Place : Vadodara DIN: 00073907
23

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