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Diamines & Chemicals Ltd.

BSE: 500120 Sector: Industrials
NSE: N.A. ISIN Code: INE591D01014
BSE 00:00 | 24 Jan 268.70 -10.35
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NSE 05:30 | 01 Jan Diamines & Chemicals Ltd
OPEN 281.90
PREVIOUS CLOSE 279.05
VOLUME 7449
52-Week high 378.00
52-Week low 229.00
P/E 16.40
Mkt Cap.(Rs cr) 263
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Sell Price 0.00
Sell Qty 0.00
OPEN 281.90
CLOSE 279.05
VOLUME 7449
52-Week high 378.00
52-Week low 229.00
P/E 16.40
Mkt Cap.(Rs cr) 263
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Diamines & Chemicals Ltd. (DIAMINESCHEM) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 45th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2021.

1. Financial Results

The Company's financial performances for the year under review alongwith previous year's figures are given hereunder:

Standalone Financial Results

(Rs. in Lakhs)

Particulars Year Ended
March 31 2021 March 31 2020
Net Sales and Other Income 6536.95 7138.46
Profit before Finance costs and Depreciation Expenses 2770.48 3731.61
Finance cost 7.54 7.82
Depreciation and amortisation expenses 178.55 206.45
Profit from ordinary activities before tax Tax expense 2584.39 3517.34
Current tax 695.55 1126.35
Tax Related to Earlier Years (117.11) (1 3.18)
Deferred tax (97.42) 5.59
Net Profit from ordinary activities after tax 2103.37 2398.58
Other comprehensive income /(expense) (net of tax) 294.08 (51.30)
Total comprehensive income for the period 2397.45 2347.28
Balance of profit brought forward Dividend 5037.98 3368.13
Dividend (Final) (365.67) -
Dividend [Interim and Final) - (586.99)
Tax on Dividend (25.66) (123.35)
Transfer to General Reserve - -
Balance carried to Balance Sheet 6748.28 5037.98
Basic & diluted earning per equity share on Net profit from ordinary activities after tax (face value Rs. 10/- each) (In Rupees) 21.50 24.52

2. Dividend

Dividends paid during the year ended 31st an amount of Rs. 4.00 perequity share towards final dividend for the year ended 31st March 2020 on 9783240equity shares of Rs. 10/- each.

The Board of Directors recommended a final dividend of Rs. 5/- share on9783240 ordinary shares of Rs. 10/- 2021. The Dividend for the year ended 31 March2021 is subject to the approval of members at the Annual General Meeting on 20thJuly2021 and will be paid within statutory time period if approved by the members at theAnnual General Meeting.

3. Transfer to Reserves

Pursuant to provisions of Section 134(3)(j) of the Companies Act 2013the company has not proposed to transfer any amount to general reserves account of thecompany during the year under review.

4. Highlights and Future Prospects

Your Directors wish to present the details of Business operations doneduring the year under review:

The period under review was a favorable year for your Company whichalso reflects in its performance.

Standalone:

Total income for the year 2020-21 was registered at R compared toincome of 7138.46 lakhs for the year 2019-20.

Net profit aftertax was Rs. 2103.37 lakhs as compared to Rs. 2398.58lakhs in previous financial year.

Sales volumes for the year 2020-21 were at 2296.19 2287.19 MT for theyear 2019

20. Consolidated:

Consolidated total income for the financial year 2020-21 stood at Rs.6536.95 lakhs. While net profit /(loss) after tax reported at Rs. 2099.49 lakhs.

5. Transfer of Unclaimed Dividend to Investor Education And ProtectionFund

In terms of Section 124 and Section 125 of the Companies Act 2013 theCompany had not declared any Dividend during FY 2013-14. There is no unclaimed Dividendamount due to transfer to Investor Education and Protection Fund. Pursuant to theprovisions of Investor Education and Protection Fund the Company has uploaded the detailsof unpaid and unclaimed amounts lying with the Company on the website of theCompany (www.dacl.co.in) as also on the website of the Ministry of Corporate Affairs(www.mca.gov.in)

6. Material Changes And Commitment if any affecting the FinancialPosition of the Company occurred between the end of the Financial Year to which thisfinancial statements relate and the date of the report

The Company has incorporated its Wholly Owned Subsidiary (WOS) namedDACL Fine Chem Limited on 30.07.2020 and the Financials of the Company areconsolidated with the parent Company. Other than this there have been no material changesand commitments if any affecting the financial position of the Company which haveoccurred between the end of the Financial Year of the Company to which the FinancialStatements relate and the date of this Report.

7. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year pursuant toRegulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirement) Regulations2015 forms part of the Annual Report attached herewith as "ANNEXURE-A".

8. Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

The information pertaining to conservation of energy technologyabsorption Foreign exchange Earnings and outgo as required under Section 134 (3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Rules 2014 is furnished in ANNEXURE -B and is attached to this report.

Your Company understands and appreciates the responsibility andimportance of conservation of energy and continues to put efforts in reducing oroptimizing energy consumption for its operations.

The Company has taken various measures for conservation of energy suchas:

• Reduction in steam consumptions electricity and cooling waterby rebottled necking of various operations

• Improvement in the yields and planned increase in throughout

• Improved steam condensate recovery by installing new designs oftraps and monitoring trap performance

• Utilization of by-products steams

• Modification in coal fired boiler to improve efficiency byincreasing coal to steam ratio

9. Safety Health And Environment:

a) Safety:

The Company encourages a high level of awareness of safety issues amongits employees and strives for continuous improvement. All incidents are analyzed in thesafety committee meetings and corrective actions are taken immediately. Employees aretrained in safe practices to be followed at work place.

The Company is active member of local Crisis group such as OffsiteIndustrial Emergency Control Room (OIECR). External safety audits are carried out fromtime to time and audit recommendations are implemented.

Safety promotional activities such as celebration of National Safetyday arranging poster competition slogan competition and prize distribution are conductedevery year to encourage safety culture. Company also conducts Mock drill regularly onquarterly basis and outcome of Mock drill is analyzed and necessary improvements areimplemented regularly. Company also makes continuous efforts to Increase Safety awarenesswith regular and contractual employees and workers.

b) Health:

Your Company attaches utmost importance to the health of its employees.Periodic checkup of employees is done to monitor their health. Company also hasOccupational Health Center open for 24 hours and Ambulance facility at its Manufacturingsite. Health related issues if any are discussed with visiting Medical Officer. Companyalso has a tie up with one hospital in the City to provide timely medical assistance tothe employees/workers in case of emergencies

c) Environment:

Company always strives hard to give importance to environmental issuesin normal course of operations. Adherence to Environmental and pollution control Norms asper Gujarat Pollution Control guidelines is of high concern to the Company. The Company isalso signatory to "Responsible Care" a voluntary initiative of InternationalCouncil of Chemical association (ICC) being implemented by Indian Chemical Council tosafely handle the products from inception in research laboratory through manufacturing anddistribution to utilization reuse recycle and finally their disposal.

d) Renewable Source of Energy:

Your Company is also contributing in reducing Carbon foot printing fromthe Environment by generating power through renewable sources and by harnessing windEnergy. The Company has installed 3 (three) Wind Turbine Generators (WTG) of total 3.25 MWCapacity and are always ensured in full operational

mode.

10. Cash Flow Consolidated Financial Statements:-

As required under Regulation 34 of the Listing Regulations a Cash FlowStatement is part of the Annual Report. The Company has its wholly Owned Subsidiary namedDACL Fine Chem Limited incorporated 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 sustainabledevelopment of society and that a company's performance must be measured not only by itsbottom line but also with respect to the social contributions made by the company whileachieving its financial goals. During the year the CSR Expenditure incurred by thecompany was Rs. 42.06 Lakhs in the area of Education Health and Environment. The CSRpolicy of the Company may be accessed on the Company website at the link:

http://www.dad.co.in/investors/CSR.pdf. The Annual Report on CSRActivities is annexed herewith as ANNEXURE - C.

12. Particulars of Loans Guarantees or Investments made under section186 of the Companies Act 2013

The particulars of Loans guarantees or investments made under Section186 are furnished in ANNEXURE-D this report. DetaiIs of the loans and investments made byyour Company are also given in the notes to the financial statements.

13. Material Orders Passed by Regulatory/Court;

There were no significant and material orders passed by any regulatorsand/or courts and tribunals which may have the Impact on the going concern status andcompany's operations in future.

14. Internal Financial Controls:

The Board of Directors of the Company has laid down adequate internalfinancial controls which are operating effectively. The Company has an Internal ControlSystem commensurate with the size scale and complexity of its operations. During theyear policies and procedures are adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets the prevention and detection of its frauds and errors theaccuracy and completeness of the accounting records and the timely preparations ofreliable financial information. The scope of Internal Audit is well defined in theorganization. The Internal Audit report regularly placed before the Audit Committee of theBoard. The Management monitors and evaluates the efficacy and adequacy of internal controlsystems In the Company its compliance with operating systems accounting procedures andpolicies. Based on the report of Internal Auditors process owners undertake correctiveaction in their respective areas and thereby strengthening the controls continuously.Significant audit observations if any and corrective actions suggested and taken arepresented to the Audit Committee of the Board.

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

All transactions entered into with the Related Parties as defined underthe Companies Act 2013 read with Regulation 23 of the SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 during the financial year were in the ordinarycourse of business and on arm's length basis and do not attract the provisions of Section188 of the Companies Act 2013.

There were no materially significant related party transactions made bythe Company with the Promoters Directors and Key Managerial Personnel which may have apotential conflict with the interests of the Company at large. All other Related PartyTransactions are placed before the Audit Committee as also the Board for approval. Thepolicy on materiality of related party transactions and dealing with related partytransactions is uploaded on the Company's website http://www.dad.co.m/investors/RPTPolicy.pdf.

Since there were no materially significant Related Party transactionduring the year under review the details required in AOC-2 is not applicable to theCompany.

16. Explanation or Comments on qualifications reservations or adverseremarks or disclaimers made by the Auditors and Practicing Company Secretary in theirreports:

There were no qualifications reservations or adverse remarks madeeither by the Statutory Auditors or by the Practicing Company Secretary in theirrespective reports.

17. Annual Return

In accordance with Section 134 (3) (a) of the Companies Act 2013 readwith Rule 12 of the Companies (Management and Administration) Rules 2014 the copy ofAnnual Return pursuant to the provisions of Section 92 (3) in prescribed format isavailable on https://www.dacl.co.in/upload/PDF/2020-2021%20-%20 Annual%20Return%20(MGT-71637599948071536638.pdf

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

The Company had 4 (Four) Board meetings during the financial year.During the year under review. Board Meetings were held respectively on 19th June2020 10th 2020 6th November 2020 and

5th February 2021. Your Directors confirm that to the best of theirknowledge and belief applicable provisions related to Secretarial Standards on theMeetings of the Board of Directors issued by the Institute of Company Secretariesof India and approved by the Central Government have been complied with. The details ofattendance at the Board Meetings is stated herein below for each Director and the detailsof attendance at Annual General Meeting for each Director along with their otherDirectorships Is stated in the Corporate Governance Report which forms part of thisReport :

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

19. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) read with 134 3(c)of the Companies Act 2013 the Board hereby submits its responsibility Statement that:-

a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

b) The directors had selected such accounting policies and appliedthem consistently and made Judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities:

d) The directors had prepared the annual accounts on a going concernbasis;

e) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively and

f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate andoperating effectively.

20. Subsidiary Company its Performance & Financial Position:

During the year under review Company has a Wholly Owned Subsidiary(WOS) Company named DACL Fine Chem Limited incorporated on 30th July 2020 andnot has any associate or joint venture Company of M/s. Diamines and ChemicalsLimited. The Company has 50000 equity shares constituting 100% of the paid-upequity share capital of DACL Fine Chem Limited.

Pursuant to provisions of Section 2(87) of the Companies Act 2013DACL Fine Chem Limited is the 100% wholly-owned subsidiary of our Company. For thefinancial year ended 31st March 2021 the DACL Fine

Chem Limited has not started its commercial 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-1is annexed as ANNEXURE I.

In terms of Section 129(3) of the Companies Act 2013 the consolidatedfinancial statements of the company and its subsidiaries prepared in accordance with IndAS 110 and 111 as specified in the Companies (Indian Accounting Standards) Rules 2015forming part of the annual report. In accordance with Section 136 of the Companies Act2013 the audited financial statements and related information of the company and itssubsidiaries wherever applicable are available on the company's website: www.dad.co.in.These are also available for inspection during regular business hours at our registeredoffice in Vadodara Gujarat India.

21. Deposits:

The Company has neither accepted nor renewed any deposits fallingwithin the purview of Section 73 of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014 as amended from time to time during theyear under review and therefore details mentioned in Rule 8(5)(v)& (vi) of Companies(Accounts) Rules 2014 relating to deposits covered under Chapter V of the Act is notrequired to be given.

22. Directors;

Mr. Amit Mehta (DIN:00073907) Executive Chairman of the company retireat this Annual General Meeting and being eligible offer himself for re-appointment.Your Directors recommend his re-appointment.

Further the term of Mr. G. S. Venkatachalam as Executive Director ofthe Company has been expired on 6th February 2021 and be hasbeen reappointed as Executive Director of the Company for next 3 years w.e.f.7th February 2021.

Mr. Rajendra Chhabra was an Independent Director of the Company up to5th November 2020 and w.e.f. 6th November 2020 he has been appointed as ProfessionalDirector in the category of Non-Executive Director for the period of 3 years.

None of the Directors is disqualified for appointment/re-appointmentunder Section 164 of the Companies Act 2013. The Certificate issued by the practicingCompany Secretary relating to non- disqualification of Directors is also attached herewithas "ANNEXURE G". As required by law this position is also reflected in theAuditors' Report. The composition of the Board meetings of the Board held during the yearand the attendance of the Directors there at have been mentioned in the Report on CorporateGovernance in the Annual Report.

23. Declassification/ Classification of Promoters;-

During the previous year Shareholders Agreement was executed betweenthe two Promoter Groups of the Company viz. Mr. Amit Mehta Group and M/s Alkyl AminesChemicals Limited jointly with Mr. Yogesh Kothari and M/s SYK Trading and Consulting LLPwho have sold their shares as per the Agreement to Mr. Amit Mehta & Group. As perShareholder's Agreement Mr. Yogesh Kothari Chairman and Mr. Kirat Patel Non -ExecutiveDirector have resigned from the Board w.e.f. 19th November 2019. Further M/sAlkyl Amines Chemicals Limited Mr. Yogesh Kothari and M/s SYK Trading and ConsultingLLP requested to company by submitting application of reclassification / declassificationof shares form Promoter category to Public Category in compliance with regulation 31A ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Your Company hasduly passed the resolution for such declassification / reclassification of promoters bypassing resolution in Extra Ordinary General Meeting on March 13 2020. The applicationmade to the BSE Limited seeking permission for such declassification / reclassificationand approval received from the BSE Limited on 12th August 2020.

24. Declarations of Independent Directors:

All the Independent Directors have submitted their declaration to theBoard that they fulfill all the requirements as stipulated In Section 149(6) of theCompanies Act 2013 so as to qualify themselves to be appointed as Independent Directorsunder the provisions of the Companies Act 2013 and the relevant rules. The Board herebyconfirms that all the Independent directors have registered themselves with IndependentDirectors Database. Out of three Independent Directors One Director is

exempted from the Proficiency test as per Exemption criteria and oneIndependent Director has been cleared Proficiency test within statutory time period as onMarch 31st 2021.

25. Familiarization Programmes:

The Company has adopted a familiarization policy for independentdirectors. The policy as well as the details with regard to no. of hours and details ofimparting the training to the independent directors of the Company are available on theCompany's website www.dacl.co.in

26. Board Evaluation:

Regulation 17(10) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates that the Board shall monitor and review the Boardevaluation framework. The Companies Act 2013 states that a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof independent directors shall be done by the entire Board of Directors excludingthe director being evaluated. The evaluation of all the directors and the Board as a wholewas conducted based on the criteria and framework adopted by the Board. The Board approvedthe evaluation results as collated by the nomination and remuneration committee.

27. Particulars regarding Employees Remuneration:

Disclosure pertaining to the remuneration and details as required underSection 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 the companyrequired 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. In any member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

28. Key Managerial Personnel:

As required under Section 203 of the Companies Act 2013 the Companyhas noted that Mr. G. S. Venkatachalam Executive Director of the Company Mr. DipenRuparelia Chief Financial Officer and Ms. Hemaxi Pawar Company Secretary are the KeyManagerial Personnel of the Company.

The Board has also appointed Mr. Amit Mehta Director (DIN NO.00073907) of the Company as an Executive Chairman w.e.f. 1st April 2020.

29. Auditors;

a. Statutory Auditors

In accordance with the provisions of Companies Act 2013 at the 42ndAnnual General Meeting held on 6th August 2018 the shareholders had appointed M/s K.CMehta & Co. Chartered Accountants (ICAI

Firm Registration No. 106237W) as Statutory Auditors of the Companyfor a period of 5 years i.e. up to the conclusion of 47th Annual GeneralMeeting to be held for the adoption of accounts for the financial year ending March 312023. As Companies (Amendment) Act 2017 has done away with the requirement ofratification at every Annual General Meeting no ratification for the appointment isrequired. There is no qualification or adverse remark in Auditors' report. As regards thecomments made in the Auditors' Report the Board is of the opinion that the same areself-explanatory and does not require further clarification.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. Sandip Sheth & Associates Company Secretaries assecretarial auditors of the Company to undertake the Secretarial Audit of the Company.The Report of the Secretarial Audit Report is annexed herewith as "ANNEXURE-F".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 clarification.

c. Internal Auditors

Pursuant to provisions of section 138(1) of the Companies Act 2013the Company has appointed M/s. CNK & Associates LLPv Chartered Accountant asInternal Auditors of the Company to undertake the Internal Audit of the Companyfrom FY 2021-22 in place of Anirudh & Associates Chartered Accountants upon end oftheir current term of Appointment for FY 2020-21.

d. As per the requirement of Section 148 of the Companies Act 2013read with the Companies (Cost Records and Audit] Amendment Rules 2014 your Company isrequired to get its cost accounting records audited by a Cost Auditor

On the recommendation of the Audit Committee M/s. Diwanji & Co.Cost Accountants have been re- appointed as the Cost Auditor for the financial year2021-22. In terms of the provisions of Section 148{3) of the Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 the remuneration payable to the CostAuditors has to be ratified by the Members of the Company. Accordingly the Board seeksratification at the ensuing Annual General Meeting for the remuneration payable to theCost Auditors for the financial year 2021-22.

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

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

31. Risk Management policy:

The Company has a risk management policy which from time to time isreviewed by the Audit Committee of the Board as well as by the Board of Directors. Thepolicy is reviewed quarterly by assessing the threats and opportunities that will Impactthe objectives set for the Company as a whole. The policy Is designed to provide thecategorization of this Into threats and its cause Impact treatment and control measures.As part of the risk management policy the relevant parameters for manufacturing sites areanalyzed to minimize risk associate with protection of environment safety of operationsand health of people at work and monitor regularly with reference to statutory regulationsand guidelines define by the company. The company fulfills its legal requirementconcerning ambition waste water and waste disposal. Improving work place safety continuedtop priority at manufacturing site.

32. Disclosure of composition of Audit Committee and Providing VigilMechanism:

The Company has in place an Audit Committee in terms of requirements ofthe applicable provisions of the Companies Act 2013 Rules made there under and Listing(Obligations and Disclosure Requirements) Regulations 2015. The details of thecomposition of the Audit Committee terms of reference and meetings held are provided inthe Corporate Governance Report which forms part of this Report.

The Company has established a vigil mechanism and oversees through thecommittee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to thechairman of the Audit Committee on reporting issues concerning the Interests of coemployees and the Company.

The Company has disclosed information about establishment of theWhistle blower Policy on its websitehttps://www.dacl.co.in/pdf/investors/Whistle_blower_policy-DACL.pdf

33. Shares

a. SHARE CAPITAL

During the year under review the Total Authorized Share Capital is Rs.175500000/- (Rupees Seventeen Crore Fifty-Five Lakhs Only) and paid-up issued andsubscribed share capital of the company is Rs. 97832400/- (Rupees Nine Crore Seventy-Eights Lakhs Thirty-Two Thousand Four Hundred Only).

b. BUY BACK OF SECURITIES

a. The Company has not bought back any of its securities during theyear under review.

b. The Company has not issued any Sweat Equity Shares during theyear under review.

c. No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

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

34. Insurance:

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

35. Code of Conduct:

The Board of Directors has laid down a Code of Conduct applicable tothe Board of Directors and Senior management which is available on Company's website atlinkhttps://www.dacl.co.in/pdf/investor5/Code%20of%20Conduct%20Diamines%20And%20Chemicals%20Limited%20-%20lnvestor%20Information.pdfAll Board members and senior management personnel have affirmed compliance with the Codeof Conduct.

36. Insider Trading Policy:

As required under the Insider Trading Policy Regulations of SEBI andamendments thereto your Directors have framed Insider Trading Regulations and Code ofInternal Procedures and Conducts for Regulating Monitoring and Reporting of Trading byInsider as well as Code of Practices and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information. The same is also posted on the website of the Company athttps://www.dacl.coin/Policy.aspx During the period under review the insider tradingpolicy was revised reviewed and adopted by Audit Committee and Board as well.

37. Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination &Remuneration Committee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration. The Remuneration Policy on theappointment and remuneration of Directors and Key Managerial Personnel provides aframework based on which our human resources management aligns their recruitment plans forthe strategic growth of the Company. The policy Is available on website of the Company atlink https://www.dacl.co.in/pdf/investors/Nomination-Remuneration-Policy-03-12-2019-new.pdf

38. Compliance with Secretarial Standards:

The Company has complied with Secretarial Standard on Meetings of theBoard of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of CompanySecretaries of India and approved by the Central Government from time to time.

39. Corporate Governance:

Pursuant to the Regulation 27 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and amendments thereunder a separate sectionforming part of this report and titled as "Corporate Governance" is attachedherewith as "ANNEXURE-H".

40. Disclosure Under Sexual Harassment of Women at Workplace(Prevention Prohibition And Redressal] Act 2013:

In line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 the Company has set upInternal Complaints Committees at its workplaces to redress complaints received regardingsexual harassment. No complaints have been reported during the financial year 2020-21. Allemployees (permanent contractual temporary trainees) are covered under this policy.

41. Acknowledgement:

Your Directors place on record their sincere thanks to bankersbusiness associates consultants and various Government Authorities for their continuedsupport extended to your Companies activities during the year under review. Your Directorsalso acknowledges gratefully the shareholders for their support and confidence reposed onyour Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Amit Mehta
Date: May 18 2021 Executive Chairman
Place: Mumbai DIN:00073907

.