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Diamines & Chemicals Ltd.

BSE: 500120 Sector: Industrials
NSE: N.A. ISIN Code: INE591D01014
BSE 00:00 | 19 Jan 356.15 4.20
(1.19%)
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353.15

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362.75

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NSE 05:30 | 01 Jan Diamines & Chemicals Ltd
OPEN 353.15
PREVIOUS CLOSE 351.95
VOLUME 6546
52-Week high 562.45
52-Week low 129.05
P/E 13.63
Mkt Cap.(Rs cr) 348
Buy Price 354.00
Buy Qty 40.00
Sell Price 356.15
Sell Qty 108.00
OPEN 353.15
CLOSE 351.95
VOLUME 6546
52-Week high 562.45
52-Week low 129.05
P/E 13.63
Mkt Cap.(Rs cr) 348
Buy Price 354.00
Buy Qty 40.00
Sell Price 356.15
Sell Qty 108.00

Diamines & Chemicals Ltd. (DIAMINESCHEM) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 44th Annual Report of the Company togetherwith the Audited

Statements of Accounts for the year ended 31st March 2020.

1. Financial Results

The Company's nancial performances for the year under review along with previous year'sgures are given hereunder:

Financial Results

(Rs. in Lakhs)

Particulars

Year Ended

March 31 2020 March 31 2019
Net Sales and Other Income 7138.46 4828.11
Profit before Finance costs and Depreciation Expenses 3731.61 1989.61
Finance cost 7.82 7.06
Depreciation and amortisation on expenses 206.45
Profit from ordinary activities before tax and Exceptional Item 3517.34 1781.91
Exception Items -
Profit from ordinary activities before tax 3517.34 1781.91
Tax expense
Current tax 1126.35 447.20
Tax Relating to earlier years (13.18) (6.41)
Deferred tax 5.59 27.94
Net Profit from ordinary activities after tax 2398.58 1313.18
Other comprehensive income /(expense) (net of tax) (51.30) (47.14)
Total comprehensive income for the period 2347.28 1266.04
Balance of Profit brought forward 3368.13 2706.96

 

Dividend Paid
Dividend (Interim and Final) (586.99) (538.08)
Corporate Dividend Tax (123.35) (107.91)
Transfer to General Reserve
Balance carried to Balance Sheet 5037.98 3368.13
Basic & diluted earning per equity share on Net Profit from ordinary activities after tax (face value 10/- each) (In Rupees) 24.52 13.42

2. Dividend

Dividends paid during the year ended 31st March 2020 include an amount of 2.00 perequity share towards final dividend for the year ended 31st March 2019 and an amount of4.00 per equity share towards interim dividends for the year ended 31st March 2020 on9783240 equity shares of Rs.10/- each.

The Board of Directors recommended a nal dividend of 4.00 per Ordinary share on 9783240ordinary shares of Rs. 10/- each for the year ended on March 31 2020. The Dividend forthe year ended 31st March 2020 is subject to the approval of members at the Annual GeneralMeeting on 4th September 2020 and will be paid within statutory me period if approved bythe members at the Annual General Meeting.

3. Transfer to Reserves

Pursuant to provisions of Sec on 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 : The period under review was a favorable year for your Company whichalso reflects in its performance.

Total income for the year 2019-20 was registered at 7138.46 lakhs as compared toincome of 4828.11 lakhs for the year 2018-19.

Net Profit a er tax was 2398.58 lakhs as compared to 1313.18 lakhs in previousFinancial year.

Sales volumes for the year 2019-20 were at 2287.19 MT as compared to 2344.38 MT for theyear 2018-19.

5. Transfer of Unclaimed Dividend to Investor Educao n And Protecon Fund

In terms of Seco n 124 and Secon 125 of the Companies Act 2013 unclaimed or unpaidFinal Dividend relang to the Financial year 2012-13 is due for remianc e on 30th August2020 which has not been claimed by shareholders of the Company. Shareholders are requiredto lodge their claims with the Company's RTA for unclaimed dividend. Pursuant to theprovisions of Investor Educa on and Protec on Fund the Company has uploaded the detailsof unpaid and unclaimed amounts lying with the Company on the website of the Company(www.dacl.co.in) as also on the website of the Ministry of Corporate A airs(www.mca.gov.in).

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6. Material Changes And Commitment if any a ecn g the Financial Posion of theCompany occurred between the end of the Financial Year to which this Financial statementsrelate and the date of the report

There have been no material changes and commitments if any a ecng the Financialposion 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 Regulaon 34(2)(e)of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons 2015 forms part of theAnnual Report aac hed herewith as "ANNEXURE-A".

8. Conservaon of Energy Technology Absorpon Foreign Exchange Earnings and Outgo

The informaon pertaining to conserva on of energy technology absorpon Foreignexchange Earnings and outgo as required under Seco n 134 (3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in ANNEXURE Band is aac hed to this report.

Your Company understands and appreciates the responsibility and importance ofconservaon of energy and connues to put e orts in reducing or opm izing energy consumponfor its opera ons.

The Company has taken various measures for conservaon of energy such as:

Reducon in steam consumpo ns electricity and cooling water by debol enecking ofvarious operao ns

Improvement in the yields and planned increase in throughout

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

Ulizao n of by-products steams

Modi caon in coal red boiler to improve e ciency by increasing coal to steam rao

9. Safety Health And Environment:

a) Safety:

The Company encourages a high level of awareness of safety issues among its employeesand strives for connuou s improvement. All incidents are analysed in the safety commieeMeetings and correcve acons are taken immediately. Employees are trained in safe pracc esto be followed at work place.

The Company is acve member of local Crisis group such as O site Industrial EmergencyControl Room (OIECR). External safety audits are carried out from me to me and auditrecommendao ns are implemented.

Safety promoo nal acv ies such as celebraon of Nao nal Safety day arranging postercompe on slogan compe o n and prize distribuon are conducted every year to encouragesafety culture. Company also conducts Mock drill regularly on quarterly basis and outcomeof Mock drill is analyzed and necessary improvements are implemented regularly. Companyalso makes connu ous e orts to increase Safety awareness with regular and contractualemployees and workers.

b) Health:

Your Company aac hes utmost importance to the health of its employees. Periodic checkupof employees is done to monitor their health. Company also has Occupa onal Health Centeropen for 24 hours and Ambulance facility at its Manufacturing site. Health related issuesif any are discussed with visin g Medical O cer. Company also has a e up with one hospitalin the City to provide m ely medical assistance to the employees/workers in case ofemergencies.

c) Environment:

Company always strives hard to give importance to environmental issues in normal courseof operao ns. Adherence to Environmental and polluo n control Norms as per Gujarat Polluon Control guidelines is of high concern to the Company. The Company is also signatory to"Responsible Care" a voluntary inia ve of Internaonal Council of Chemicalassociaon (ICC) being implemented by Indian Chemical Council to safely handle the productsfrom incep on in research laboratory through manufacturing and distribuo n to u lizaonreuse recycle and nally their disposal.

d) Renewable Source of Energy:

Your Company is also contribu ng in reducing Carbon foot prin ng from the Environmentby generan g power through renewable sources and by harnessing wind Energy. The Companyhas installed 3 (three) Wind Turbine Generators (WTG) of total 3.25 MW Capacity and arealways ensured in full opera onal mode.

10. Cash Flow and Consolidated Financial Statements:-

As required under Regula on 34 of the Lisng Regula ons a Cash Flow Statement is partof the Annual Report. The Company does not have any subsidiaries and hence not required topublish Consolidated Financial Statements.

11. Corporate Social Responsibility (CSR) Ini a ves and Policy

The Company believes in contribung to harmonious and sustainable development of societyand that a company's performance must be measured not only by its boo m line but also withrespect to the social contribuo ns made by the company while achieving its Financialgoals. During the year the CSR Expenditure incurred by the company was Rs.22.25 Lakhs inthe area of Educa on Health Animal welfare and Environment. The CSR policy of theCompany may be accessed on the Company website at the link: hp://www.dacl.co.in/investors/CSR.pdf. The Annual Report on CSR Acv i es is annexedherewith as ANNEXURE C.

12. Parc ulars of Loans Guarantees or Investments made under secon 186 of theCompanies Act 2013

The par culars of Loans guarantees or investments made under Secon 186 are furnishedin ANNEXURE-D and are aach ed to this report. Details of the loans andinvestments made by your Company are also given in the notes to the Financial statements.

13. Material Orders Passed by Regulatory/Court:

There were no signi cant and material orders passed by any regulators and/or courts andtribunals which may have the impact on the going concern status and company's operationsin future.

14. Internal Financial Controls:

The Board of Directors of the Company has laid down adequate internal Financialcontrols which are operang e ecv ely. The Company has an Internal Control Systemcommensurate with the size scale and complexity of its operao ns. During the yearpolicies and procedures are adopted by the Company for ensuring the orderly and e cientconduct of its business including adherence to the Company's policies safeguarding ofits assets the prevenon and detecon of its frauds and errors the accuracy andcompleteness of the accounng records and the m ely preparao ns of reliable Financialinformao n. The scope of Internal Audit is well de ned in the organizaon . The InternalAudit report regularly placed before the Audit Committee of the Board. The Managementmonitors and evaluates the e cacy and adequacy of internal control systems in the Companyits compliance with operang systems accounng procedures and policies. Based on the reportof Internal Auditors process owners undertake correc ve ac on in their respecv e areasand thereby strengthening the controls connuou sly. Signi cant audit observa ons if anyand correcv e acons suggested and taken are presented to the Audit Commiee of the Board.

15. Parc ulars of Contracts or arrangements made with Related Pare s:

All transacons entered into with the Related Pares as de ned under the Companies Act2013 read with Regulao n 23 of the SEBI (Lisng Obligao ns And Disclosure Requirements)Regulaons 2015 during the Financial year were in the ordinary course of business and onarm's length basis and do not ar act the provisions of Secon 188 of the Companies Act2013. There were no materially signi cant related party transacon s made by the Companywith the Promoters Directors and Key Managerial Personnel which may have a poten al conict with the interests of the Company at large. All other Related Party Transacon s areplaced before the Audit Commiee as also the Board for approval. The policy on materialityof related party transac ons and dealing with related party transac ons is uploaded on theCompany's website hp ://www.dacl.co.in/investors/RPTtiPolicy.pdf.

Since there were no materially signi cant Related Party transacon during the yearunder review the details required in AOC-2 is not applicable to the Company.

16. Explanao n or Comments on quali caon s reserva ons or adverse remarks ordisclaimers made by the Auditors and Pracc ing Company Secretary in their reports:

There were no quali ca ons reservaons or adverse remarks made either by the StatutoryAuditors or by the Pracc ing Company Secretary in their respecv e reports.

17. Extracts of Annual Return

In accordance with Secon 134 (3) (a) of the Companies Act 2013 read with Rule 12(1) ofthe Companies (Management and Administrao n) Rules 2014 the extracts of Annual Returnpursuant to the provisions of Secon 92 (3) in prescribed form MGT-9 is furnished in ANNEXURE-Eand forms part of this report.

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

The Company had 5 (Five) Board Meetings during the Financial year. During the yearunder review Board Meetings were held respec vely on 17th May 2019 9th August 201924th October 2019 3rd December 2019 and 4th February 2020. Your Directors con rm thatto the best of their knowledge and belief applicable provisions related to SecretarialStandards on the Meeng s of the Board of Directors issued by the Ins tute of CompanySecretaries of India and approved by the Central Government have been complied with. Thedetails of aendan ce at the Board Meeng s is stated herein below for each Director and thedetails of aendanc e at Annual General Meeng for each Director along with their otherDirectorships is stated in the Corporate Governance Report which forms part of thisReport. :

Sr. No. Name of the Director No. Meeng (Total 5 of Board s a ended held)
1. Mr. Yogesh M. Kothari (upto 18.11.2019) 3/3
2. Mr. Amit M. Mehta 5/5
3. Mr. Kirat Patel (upto 18.11.2019) 3/3
4. Mr. G. S. Venkatachalam 4/5
5. Mr. Rajendra Chhabra 5/5
6. Dr. Ambrish Dalal 5/5
7. Mr. Shreyas Mehta (up to 02.12.2019) 1/3
8. Mr. Dhruv Mehta (w.e.f. 03.12.2019) 1/1
9. Mrs. Kejal Pandya 4/5

19. Directors Responsibility Statement:

In accordance with the provisions of Secon 134(5) read with 134 3(c) of the CompaniesAct 2013 the Board hereby submits its responsibility Statement that:

a) In the preparao n of the annual accounts the applicable accounng standards had beenfollowed along with proper explanaon relang to material departures;

b) The directors had selected such accounng policies and applied them consistently andmade judgements and es mates that are reasonable and prudent so as to give a true and fairview of the state of a airs of the company at the end of the Financial year and of theProfit and loss of the company for that period; c) The directors had taken proper and sucient care for the maintenance of adequate accounng records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preven ng anddetec ng fraud and other irregularies;

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 that such internal Financial controls are adequate and were opera ng e ecve lyand

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operang e ecv ely.

20. Subsidiary Company its Performance & Financial Posi on:

During the year under review company did not have any subsidiary or associate or jointventure Company of M/s. Diamines and Chemicals Limited.

21. Deposits:

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

22. Directors:

Mr. Amit Mehta (DIN:00073907) and Mr. G. S. Venkatachalam (DIN: 02205898) Directors ofthe company re re at this Annual General Meen g and being eligible o er themselves forre-appointment. Your Directors recommend their re-appointment.

Further Mr. Dhruv Mehta Independent director appointed with e ect from 3rd December2019. Also Mr. Shreyas Mehta Independent non-execuv e Director of the Company resignedfrom the Directorship of the Company with e ect from 3rd December 2019 before the expiryof his tenure. The reason for his resignaon is that he has been appointed as a Director onBoards of number of Companies and at mes he was unable to adjust overlapping of boardmeeng dates in such companies and consequently could not do jus ce to his role in theCompany. The Board con rmed that there is no other material reason other than provided bythem. None of the Directors is disquali ed for appointment/re-appointment under Secon 164of the Companies Act 2013. The Cer cate issued by the prac cing Company Secretary relangto non- disquali ca on of Directors is also aac hed herewith as "ANNEXURE H".As required by law this posio n is also re ected in the Auditors' Report. The composionof the Board meengs of the Board held during the year and the aendanc e of the Directorsthere at have been menon ed in the Report on Corporate Governance in the Annual Report.

23. Declassi ca on / Reclassi ca on of Promoters:-

During the year under Shareholders Agreement was executed between the two PromoterGroups of the Company viz. Mr. Amit Mehta Group and M/s Alkyl Amines Chemicals Limitedjointly with Mr. Yogesh Kothari and M/s SYK Trading and Consulng LLP who have sold theirshares as per the Agreement to Mr. Amit Mehta & Group. As per Shareholder's AgreementMr. Yogesh Kothari Chairman and Mr. Kirat Patel Non-Execuv e Director have resigned fromthe Board w.e.f. 19 th November 2019. Further M/s Alkyl Amines Chemicals Limited Mr.Yogesh Kothari and M/s SYK Trading and Consul ng LLP requested to company by submi ngapplica on of reclassi cao n / declassi caon of shares form Promoter category to PublicCategory in compliance with regula on 31A of SEBI (Lisng Obliga ons and DisclosureRequirements) Regulaon s 2015. Your Company has duly passed the resolu on for suchdeclassi cao n / reclassi caon of promoters by passing resoluo n in Extra Ordinary GeneralMeeng on March 13 2020. The applicaon made to Bombay Stock Exchange seeking permissionfor such declassi ca on / reclassi ca on and is pending for approval.

24. Declara ons of Independent Directors:

All the Independent Directors have submied their declaraon to the Board that they fulll all the requirements as s pulated in Secon 149(6) of the Companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules. In accordance with Rule 8(5)(iiia) of theCompanies (Accounts) Rules 2014 read with Secon 150 of the Companies Act 2013 the Boardhereby con rms that Mr. Dhruv Mehta Independent Director (DIN NO. 02083226) is having sucient experse and experience to serve as an Independent Director of the Company and he isa person of integrity. The Board hereby con rms that all the Independent directors haveregistered themselves with Independent Directors Database. Out of four IndependentDirectors Two Independent Directors are exempted from the Pro ciency test as per Exemponcriteria and one Independent Director has been cleared Pro ciency test within statutory meperiod.

25. Familiariza on Programmes:

The Company has adopted a familiarizaon policy for independent directors. Thepolicy as well as the details with regard to no. of hours and details of imparng thetraining to the independent directors of the Company are available on the Company'swebsite www.dacl.co.in

26. Board Evaluaon :

Regulao n 17(10) of the SEBI (Lisng Obligaon s and Disclosure Requirements) Regulaons 2015 mandates that the Board shall monitor and review the Board evalua on framework.The Companies Act 2013 states that a formal annual evaluaon needs to be made by the Boardof its own performance and that of its commiee s and individual directors. Schedule IV ofthe Companies Act 2013 states that the performance evaluaon of independent directorsshall be done by the enr e Board of Directors excluding the director being evaluated. Theevaluaon of all the directors and the Board as a whole was conducted based on the criteriaand framework adopted by the Board. The Board approved the evalua on results ascollated by the nominao n and remuneraon commiee. None of the independent directors aredue for re-appointment except Mr. Dhruv Mehta whose appointment is proposed for regularizaon.

27. Parc ulars regarding Employees Remunera on:

Disclosure pertaining to the remunera on and details as required under Sec on 197(12)of the Act and the Rules framed thereunder is enclosed as "ANNEXURE F" tothe Director's Report. The informaon in respect of employees of the company requiredpursuant to rule 5 (1) of the Companies (Appointment and Remunerao n of ManagerialPersonnel) Rules 2014 will be provided upon request. In terms of Seco n 136 of theCompanies Act 2013 the Report and Accounts are being sent to the Members and other entled thereto excluding the aforesaid Annexure which is available for inspec on by theMembers at the Registered O ce of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meen g. In any member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.

28. Key Managerial Personnel:

As required under Sec on 203 of the Companies Act 2013 the Company has noted that Mr.G. S. Venkatachalam Execuv e Director of the Company Mr. Dipen Ruparelia ChiefFinancial O cer and Ms. Hemaxi Pawar Company Secretary are the Key Managerial Personnelof the Company.

The Board has also appointed Mr. Amit Mehta Director (DIN NO. 00073907) of the Companyas an Execuv e Chairman w.e.f. 1st April 2020 subjecto approval of Shareholders anyother authority if applicable.

29. Auditors:

a. Statutory Auditors

In accordance with the provisions of Companies Act 2013 at the 42 nd Annual GeneralMeen g held on 6th August 2018 the shareholders had appointed M/s K.C Mehta & Co.Chartered Accountants (ICAI Firm Registraon No. 106237W) as Statutory Auditors of theCompany for a period of 5 years i.e. up to the conclusion of 47th Annual General Meen gto be held for the adopo n of accounts for the Financial year ending March 31 2023. AsCompanies (Amendment) Act 2017 has done away with the requirement of ra cao n at everyAnnual General Meen g no ra ca on for the appointment is required. There is no quali caon or adverse remark in Auditors' report. As regards the comments made in the Auditors'Report the Board is of the opinion that the same are self-explanatory and does notrequire further clari ca on.

b. Secretarial Auditors

Pursuant to the provisions of Secon 204 of the Companies Act 2013 and the Companies(Appointment and Remuneraon 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- G".

As regards the comments made in the Secretarial Auditors' Report the Board is of theopinion that the same are self-explanatory and does not require further clari caon.

c. Internal Auditors

Pursuant to provisions of seco n 138(1) of the Companies Act 2013 the Company hasappointed M/s. Anirudh Sonpal & Associates Chartered Accountants as Internalauditors of the Company to undertake

the Internal Audit of the Company.

d. Cost Auditors:

As per the requirement of Sec on 148 of the Companies Act 2013 read with the Companies(Cost Records and Audit) Amendment Rules 2014 your Company is required to get its costaccoun ng records audited by a Cost Auditor.

On the recommenda on of the Audit Commi ee M/s. Diwanji & Co. Cost Accountantshave been appointed as the Cost Auditor for the Financial year 2020-21. In terms of theprovisions of Seco n 148(3) of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the remunera on payable to the Cost Auditors has to be ra ed by theMembers of the Company. Accordingly the Board seeks ra ca on at the ensuing AnnualGeneral Meeting for the remunera on payable to the Cost Auditors for the Financial year2020-21.

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

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

31. Risk Management Policy:

The Company has a risk management policy which from me to me is reviewed by the AuditCommiee of the Directors as well as by the Board of Directors. The policy isreviewed quarterly by assessing the threats and opportunies that will impact the objec vesset for the Company as a whole.

The policy is designed to provide the categoriza on of this into threats and its causeimpact treatment and control measures. As part of the risk management policy therelevant parameters for manufacturing sites are analyzed to minimize risk associate withprotecon of environment safety of operao ns and health of people at work and monitorregularly with reference to statutory regulaons and guidelines de ne by the company. Thecompany ful lls its legal requirement concerning ambi on waste water and waste disposal.Improving work place safety connu ed top priority at manufacturing site.

32. Disclosure of composi on of Audit Commi ee and Providing Vigil Mechanism:

The Company has in place an Audit Commiee in terms of requirements of the applicableprovisions of the Companies Act 2013 Rules made there under and Lisng (Obligaon s andDisclosure Requirements) Regulaons 2015. The details of the composio n of the AuditCommiee terms of reference and meen gs held are provided in the Corporate GovernanceReport which forms part of this Report.

The Company has established a vigil mechanism and oversees through the commi ee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against vicmi zaon of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommiee on reporng issues concerning the interests of co employees and the Company.

The Company has disclosed informaon about establishment of the Whistleblower Policy onits website h p://www.dacl.co.in/investors/Whistletiblowertipolicy-DACL.pdf

33. Shares :

a. SHARE CAPITAL

During the year under review the Total Authorized Share Capital is 175500000/ -(Rupees Seventeen Crore Fi y-Five Lakhs Only) and paid-up issued and subscribed sharecapital of the company is 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 securies 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 OPTION PLAN

The Company has not provided any Stock Opon Scheme to the employees.

34. Insurance :

All the propere s and assets of the Company are adequately insured.

35. Codeof 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 link hp://www.dacl.co.in/investors/Code%20of%20Conduct%20Diamines%20And%20Chemicals%

20Limited%20-%20Investor%20Informa on.pdf. All Board members and senior managementpersonnel have a rmed compliance with the Code of Conduct.

36. InsiderTrading Policy:

As required under the Insider Trading Policy Regulao ns of SEBI and amendments theretoyour Directors have framed Insider Trading Regula ons and Code of Internal Procedures andConducts for Regula ng Monitoring and Reporn g of Trading by Insider as well as Code ofPracces and Procedures for Fair Disclosure of Unpublished Price Sensiv e Informao n. Thesame is also posted on the website of the Company ay hp://www.dacl.co.in/investors/Policy.htm. During the period under review the insidertrading policy was revised reviewed and adopted by Audit Commi ee and Board as well.

37. Nomina on And Remuneraon Policy:

The Board has on the recommendao n of the Nominaon & Remunera on Commiee framedand adopted a policy for seleco n and appointment of Directors Senior Management andtheir remunerao n. The Remunerao n Policy on the appointment and remuneraon of Directorsand Key Managerial Personnel provides a framework based on which our human resourcesmanagement aligns their recruitment plans for the strategic growth of the Company. Thepolicy is available on website of the Company at link hp://www.dacl.co.in/investors/Remunerao n%20policy%20DACL.pdf

38. Compliance with Secretarial Standards:

The Company has complied with Secretarial Standard on Meeng s of the Board of Directors(SS-1) and General Meeng s (SS-2) issued by the Inst ute of Company Secretaries of Indiaand approved by the Central Government from m e to me.

39. Corporate Governance:

Pursuant to the Regulaon 27 of the SEBI (Lis ng Obliga ons and DisclosureRequirements) Regulao ns 2015 and amendments thereunder a separate seco n forming partof this report and tl ed as "Corporate Governance" is aa ched herewith as "ANNEXURE-I".

40. Disclosure Under Sexual Harassment of Women at Workplace (Preveno n Prohibi on AndRedressal) Act 2013:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevenon Prohibion and Redressal) Act 2013 the Company has set up Internal Complaints Commie esat its workplaces to redress complaints received regarding sexual harassment. Nocomplaints have been reported during the Financial year 2019-20. All employees (permanentcontractual temporary trainees) are covered under this policy.

41. Acknowledgement:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authories for their connued support extended to yourCompanies acvie s during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and con dence reposed on your Company.

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