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Oriental Carbon & Chemicals Ltd.

BSE: 506579 Sector: Industrials
NSE: OCCL ISIN Code: INE321D01016
BSE 00:00 | 02 Aug 1255.35 130.75
(11.63%)
OPEN

1139.55

HIGH

1321.00

LOW

1139.55

NSE 00:00 | 02 Aug 1244.15 118.90
(10.57%)
OPEN

1145.00

HIGH

1323.90

LOW

1131.45

OPEN 1139.55
PREVIOUS CLOSE 1124.60
VOLUME 58706
52-Week high 1321.00
52-Week low 719.05
P/E 16.67
Mkt Cap.(Rs cr) 1,254
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1139.55
CLOSE 1124.60
VOLUME 58706
52-Week high 1321.00
52-Week low 719.05
P/E 16.67
Mkt Cap.(Rs cr) 1,254
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Oriental Carbon & Chemicals Ltd. (OCCL) - Director Report

Company director report

TO THE MEMBERS

Your Directors are pleased to present the 41st Annual Report along with theAudited Annual Financial Statements (including Audited Consolidated Financial Statements)of the Company for the Financial Year ended 31st March 2021.

SUMMARY OF FINANCIAL RESULTS

(H Lakh)

Particulars For the Year ended 31.03.2021 For the Year ended 31.03.2020
Net Sales/Income from Operations 33250.72 34347.90
Other Income 1216.81 956.58
Total Revenue 34467.53 35304.48
Profit/(Loss) Before Taxation 9664.90 7930.00
Provision for Taxation * (2164.72) (779.49)
Profit/(Loss) after Taxation 7500.18 7150.55
Other Comprehensive Income/(loss)(Net of Tax) (44.62) (260.84)
Amount Available for Appropriation 50216.40 44080.21
Appropriation:
Interim Dividend on Equity Shares 399.60 399.60
Tax on Interim Dividend - 82.14
Final Dividend for Previous Year 599.41 799.21
Tax on Final Dividend - 164.28
Balance Carried to Balance Sheet 49217.39 42634.98

* Including H 510.21 Lakh Deferred Tax (Previous year H (611.10) Lakh).

DIVIDEND

Your Directors are pleased to recommend Final Dividend of 100% on 9990092 EquityShares (H10/- per share of H10/- each) which is subject to the approval of Shareholders inthe ensuing Annual General Meeting. With this the total dividend for the year includinginterim dividend of 40% comes to 140%. There was no transfer to General Reserves duringthe year under review.

OPERATIONS

Insoluble Sulphur

The Company entered into FY 20-21 during a nationwide lockdown and a huge worldwidebusiness disruption due to COVID-19 This resulted into major reduction in sales duringthe first quarter the impact of which continued in the second quarter. However the secondhalf of FY 20-21 witnessed a growth in sales due to V shaped recovery in demand. Onaccount of good sales in second half the total sales volume during the year was at parwith the previous year. Margins were better than the previous year due to costrationalizations at each level improved production efficiencies and favorable foreignexchange etc. however these margin were tempered by increase in raw material cost from theFourth Quarter.

The work on Phase-1 of expansion project of IS along with acid at Dharuhera Haryana isfacing delays due to suspension of civil and other work during lockdown and shortage oflabour. The Project has su_ered further delays during the second wave of Covid in themonths of April and May-2021. The First Phase of Insoluble Sulphur Plant and the SulphuricAcid Plant which was expected to be commissioned by July’ 2021 after the delays facedin the year 2020 is now expected to be commissioned by Q2 of 21-22.

Sulphuric Acid & Oleum

Sales during the first quarter FY 20-21 were impacted due to lockdown however demandpicked from second quarter onwards and total sales were at par with the previous year.Incremental sales realisation contributed to better margins as compared to last year.

FUTURE PROSPECTS

Insoluble Sulphur

Although the overall outcome during FY 20-21 was much better than that anticipated atbeginning of the year. The unprecedented surge in Covid cases in India during the Firstquarter of FY21-22 will again hamper the momentum and lead to reduction in demand. As itis evident the second wave has proved to be devastating and shall have adverse impact onthe domestic sales of the Company. However with increased rate of vaccination hope ofrecovery in demand from second quarter in domestic market remains.

The demand in in the European Union and US has been stable and is now poised for growthprovided there is no significant new covid wave. However there might be a dip in demandin south Asia market in the first half of the year on account of increases in COVID casesin these countries. The Project (Phase 1 of expansion at Dharuhera) is also facing delaysdue to suspension of civil work during the shutdown period of COVID-19 and shortage oflabour thereafter. Therefore the project is now expected to be commissioned byOctober’ 21 instead of Q1 of 21-22 as envisaged earlier. However no significantimpact on the cost is anticipated as of now. However this shall not have any impact onthe sales of the Company as there is adequate capacity to take care of demand tillcommissioning of the Project.

Impact of Covid-19

The Company has considered the possible risk that may result from the pandemic relatingto COVID-19 and based on current indicators of future economic conditions expects torecover the carrying amount of all its assets including inventories receivablesinvestments and other financial and non-financial assets in the ordinary course ofbusiness based on the internal and external information available upto the date ofapproval of these financial results. The Company is continuously monitoring any materialchanges in economic conditions.

The Company is taking all steps and precaution on account of Covid -19 at itsworkplaces. All the protocols as suggested/announced time to time by Authorities are beingfollowed. Employees are allowed to work from home as and when required. Vaccination forall the employees along with their families have been facilitated. The Company has alsotaken the term insurance cover for employees.

Sulphuric Acid & Oleum

Contributions are expected to be under pressure going forward as two more plants ofSulphuric Acid (with combined additional capacity of about 250 MTPD) are expected to becommissioned during the year in North India. However there might be some respite due toexpected robust demand in the fertilizer sector and prevailing high international prices.

Along with the Capacity Expansion of Insoluble Sulphur the Company is also expandingSulphuric Acid capacity mainly with the view of providing steam for the new InsolubleSulphur lines.

CREDIT RATING

The Company’s Credit Rating has been done by ICRA for Long Term and Short termborrowing including Public Deposit. ICRA has reafirmed the long-term rating of [ICRA]AA-(pronounced ICRA double A minus) and short term rating of [ICRA]A1+ (pronounced ICRA A oneplus) assigned earlier to the H224.00 Crore Line of Credit of your Company and alsoassigned a long-term rating of [ICRA] AA- (pronounced ICRA double A minus) and short termrating of [ICRA]A1+ (pronounced ICRA A one plus) to the additional limit of H40.00 Crore.The Outlook on the long term rating is Stable. ICRA has also reafirmed the rating at MAA(pronounced M Double A) for the captioned Fixed Deposit Programme. The outlook on therating is Stable. Instruments with this rating indicate high-credit-quality ratingassigned by ICRA. The rated deposits programme carries low credit risk.

SUBSIDIARY

The Company has only one subsidiary namely Duncan Engineering Ltd (formerly known asSchrader Duncan Limited).

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 statement containing salient features of standalone financialstatements of subsidiaries in Form AOC-1 is attached to the Financial Statements in aseparate section and forms part of this Report. The separate audited accounts of theSubsidiary Companies are available on the website of the Company.

The Company’s subsidiary registered a gross turnover of H4199.78 Lakh during thecurrent Financial Year against H4438.97 Lakh during FY 19-20. The Subsidiary reported aprofit of H798.77 Lakh (Previous Year Profit H326.30 Lakh). As required under Rule 8(1) ofthe Companies (Accounts) Rules 2014 the Board’s Report has been prepared based onStandalone Financial Statements. The standalone turnover PBT and PAT of the subsidiaryare given in Form AOC-1. In accordance with the third proviso of Section 136(1) of theCompanies Act 2013 the Annual Report of the Company containing therein its Standaloneand the Consolidated Financial Statements would be placed on the website of the Company atwww.occlindia.com. Further as per provisions of the said Section audited Annual Accountsof subsidiary company would also be placed on the website of the Company at www.occlindia.com. Shareholders interested in obtaining a copy of the Annual Accounts of the subsidiarycompany may write to the Company Secretary at the Company’s corporate office or maydrop a mail at investorfeedback@occlindia.com. The Company does not have any materialsubsidiary in the immediately preceding accounting year. However as per SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 SEBI has made it mandatory forall listed companies to formulate a policy for determining ‘material’subsidiaries. Accordingly a policy on ‘material’ subsidiaries was formulated bythe Audit Committee of the Board of Directors and same is also posted on the website ofthe Company and may be accessed at www.occlindia.com

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act 2013 the Consolidated FinancialStatements of the Company prepared in accordance with the Section 133 of the CompaniesAct 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and Indian AccountingStandard 110 on Consolidated Financial Statements is provided in the Annual Report.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticle of Association of the Company Mr Akshat Goenka is due to retire by rotation atthe forthcoming Annual General Meeting and being eligible offer himself forre-appointment.

None of the Directors of your Company is disqualified under the provisions of Section164(2)(a)&(b) of the Companies Act 2013 and a certificate dated 18th June2021 received from Company Secretary in Practice certifying that none of the directors onthe Board of the Company have been debarred or disqualified from being appointed orcontinuing as directors of the Companies by SEBI/Ministry of Corporate Affairs or any suchstatutory authority is annexed to the Corporate Governance Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed both under the Act andRegulation 16 of the Listing Regulations. The Board of Directors further confirms that theIndependent Directors also meet the criteria of expertise experience integrity andproficiency in terms of Rule 8 of the Companies (Accounts) Rules 2014 (as amended).

Separate Meeting of Independent Directors

Details of the separate meeting of Independent Directors held in terms of Schedule IVof the Act and Regulation 25(3) of the Listing Regulations are given in the CorporateGovernance Report.

SHARE CAPITAL

During the year under review there was no change in the Share Capital of the Company.

KEY MANAGERIAL PERSONNEL (KMP)

The details of Key Managerial Personnel of the Company as per the provisions of Sec 203of the Companies Act 2013 are as follows:

a) Mr Arvind Goenka Managing Director

b) Mr Akshat Goenka Jt. Managing Director

c) Mr Anurag Jain Chief Financial Officer

d) Mr Pranab Kumar Maity

Company Secretary During the financial year 20-21 there was no change in the KeyManagerial Personnel of the Company.

Mr Akshat Goenka Joint Managing Director of the Company who is also serving asManaging Director of the Duncan Engineering Limited the Subsidiary of the Companyreceived a remuneration of H12000/- and H19.5 Lakh as commission from the SubsidiaryCompany during the FY 20-21.

MEETINGS OF THE BOARD

During the year four Board Meetings were convened and held on 18th June2020 10th August 2020 03rd November 2020 and 02ndFebruary 2021. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013. The details of Board Meetings with regard to dates andattendance of each Directors have been provided in the Corporate Governance Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 25(3) & (4) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theIndependent Directors in their meeting held on 22nd March 2021 have evaluatedthe Performance of Non-Independent Directors Chairperson of the Company after consideringthe views of the Executive and Non-Executive Directors Board as a whole and assessed thequality quantity and timeliness of flow of information between the Company’sManagement and the Board. The Nomination and Remuneration Committee has also carried outevaluation of performance of every Director of the Company. On the basis of evaluationmade by the Independent Directors and the Nomination and Remuneration Committee and by wayof individual and collective feedback from the Non-Independent Directors the Board hascarried out the Annual Performance Evaluation of the Directors individually as well asevaluation of the working of the Board as a whole and Committees of the Board. The mannerin which the evaluation has been carried out is explained in the Corporate GovernanceReport.

The Independent Directors are regularly updated on industry & market trends plantprocess and operational performance of the Company etc through presentations in thisregard. They are also periodically kept aware of the latest developments in the CorporateGovernance their duties as directors and relevant laws.

AUDIT COMMITTEE

As on 31st March 2021 the Audit Committee of the Board of Directors of theCompany consists of three Independent Directors with Mr O. P. Dubey as Chairman and Mr B.B. Tandon Mr S. J. Khaitan as members and one promoter Director Mr Akshat Goenka JointManaging Director as Member. The Company Secretary is the Secretary of the Committee. TheChief Financial Officer and Auditors are permanent invitees to the committee meetings. TheCommittee met 4 (four) times during the year i.e. on 18th June 2020 10thAugust 2020 03rd November 2020 and 02nd February 2021.

The Committee inter alia reviews the Internal Control System and Reports of InternalAuditors and Compliance of various Regulations. The brief terms of reference of theCommittee and the details of the Committee meetings are provided in the CorporateGovernance Report. The Committee also reviews the Financial Statements before they areplaced before the Board. Your Company has a well-structured Internal Audit Systemcommensurate with its size and operations. During the year there were no instances wherethe Board had not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March 2021 the Nomination and Remuneration Committee consistsof three Independent Directors with Mr O. P. Dubey as Chairman Mr B. B. Tandon and Mr K.Raghuraman as members. The Committee inter alia identifies persons who are qualified tobecome directors and who may be appointed in key management positions and seniormanagement. The Committee also finalizes their remunerations. The brief terms of referenceof the Committee and the details of the Committee meetings are provided in the CorporateGovernance Report. The Committee met twice during the year under review on 18thJune 2020 and 02nd February 2021.

STAKE HOLDER’S RELATIONSHIP COMMITTEE

As on 31st March 2021 the Stakeholders’ Relationship Committeecomprises of one Independent Director Mr S J Khaitan as Chairman Executive Directors MrArvind Goenka and Mr Akshat Goenka as members. The Committee inter alia reviews thegrievance of the security holders of the Company and redressal thereof. The brief terms ofreference of the Committee and the details of the Committee meetings are provided in theCorporate Governance Report. The Committee met 6 (six) times during the year on 18thJune 2020 10th August 2020 19th October 2020 13thJanuary 2021 02nd February 2021 and 24th March 2021.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31st March 2021 the Corporate Social Responsibility Committeeconsists of two Independent Directors Mr S. J. Khaitan as Chairman and Mr K. RaghuramanMember and one Executive Director Mr Arvind Goenka as member. The Committee met twiceduring the year on 18th June 2020 and 02nd February 2021. Thebrief terms of reference of the Committee and the details of the Committee meetings areprovided in the Corporate Governance Report.

The Company recognizes that an effective practice of CSR is required giving dueconsideration to the welfare of the community environment and social structure that itoperates in and that of the country including focus welfare areas identified by the Stateand Central Governments. The CSR Committee of the Company has laid down the policy to meetthe Corporate Social Responsibility objectives of the Company.

The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board. TheCSR Policy may be accessed on the Company’s website at www.occlindia.com. The CSRPolicy includes activities prescribed as CSR activity as per the Rules of Companies Act2013.The main Focus areas taken in the policy are Education Health care and familywelfare Environment and Safety contribution to any relief fund setup by the Governmentof India and any State Government.

The Average Net Profits of the Company for the last three financial years is H8716.93Lakh and accordingly the prescribed CSR expenditure during the year under review shall notbe less than H174.34 Lakh (i.e. 2% of the Average Net Profits of the Company for the lastthree financial years). H174.61 Lakh were spent on CSR activities and projects undertakenduring the year. The Annual Report on CSR activities is annexed as "Annexure A"to this Report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a‘Whistle Blower Policy’ to establish Vigil Mechanism for directors and employeesto report genuine concerns has been framed. The policy is revised from time to time torealign it with applicable regulations or organisations suitability. The latest policy isavailable on the website of the Company and the web link of the same is provided in theCorporate Governance Report. This policy provides a process to disclose informationconfidentially and without fear of reprisal or victimization where there is reason tobelieve that there has been serious malpractice fraud impropriety abuse or wrong doingwithin the Company. The Company ensures that no personnel is denied access to the AuditCommittee.

RISK MANAGEMENT

As a policy the Company has identified key risk concern/ areas. The assessment of eachrisk area is done on quarterly basis. Following are the main concern/risk related to theCompany: Market Related Risk: mainly demand realisation and redundancy of the product.

Production related Risk: mainly availability of inputs accident or break down in theplant and rejection of material by the customers.

Human Resources Risk includes the risk of labour unrest high employee turnover ratioand lower productivity due to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement. Govt. Policies and duty ratesGeographical Risk: risk arising out of Political Instability restrictive trade practicesagainst India trade sanctions on different countries.

Data and records: data loss fire and Virus attack etc. A Risk Management committee hasbeen formed for the purpose of evaluation of Risks and their mitigation plan. The Boardand the Audit Committee also takes note of Risk management of the Company in everyquarter. The Risk Assessment is also discussed in the Management Discussion and Analysisattached to this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system including internalfinancial Controls designed to ensure proper recording of financial and operationalinformation compliance of various internal controls and other regulatory and statutorycompliances. Self-certification exercise is also conducted by which senior managementcertifies effectiveness of the internal control system of the Company. Internal Audit isconducted throughout the organization by qualified outside Internal Auditors. Findings ofthe internal Audit Report are reviewed by the top Management and by the Audit Committee ofthe Board and proper follow up action are ensured wherever required. The StatutoryAuditors have evaluated the system of internal controls including internal financialcontrol of the Company and have reported that the same are adequate and commensurate withthe size of the Company and nature of its business. The Audit Committee of the Board fromtime to time evaluated the adequacy and effectiveness of internal financial control ofthe Company with respect to:-

1. Systems have been laid to ensure that all transactions are executed in accordancewith management’s general and specific authorization. There are well-laid manuals forsuch general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of Financial Statements in conformity with GenerallyAccepted Accounting Principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.

3. Access to assets is permitted only in accordance with management’s general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals andappropriate action is taken with respect to differences if any.

5. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company’s policies.

POLICY ON NOMINATION AND REMUNERATION

The summary of Remuneration Policy of the Company prepared in accordance with theprovisions of Section 178 of the Companies Act 2013 read with Part D of Schedule II ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are providedin the Corporate Governance Report. The approved Remuneration Policy of the Company isalso available on the website of the Company which is www.occlindia.com.

POLICY ON DIRECTORS’ APPOINTMENT

The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skill and experience that are required of the members of theBoard. The members of the Board should possess the expertise skills and experience neededto manage and guide the Company in the right direction and to create value for allstakeholders. The members of the Board will need to consist of eminent persons of provencompetency and integrity with an established track record. Besides having financialliteracy experience leadership qualities and the ability to think strategically themembers are required to have a significant degree of commitment to the Company and shoulddevote adequate time in preparing for the Board meeting and attending the same.

The members of the Board of Directors are required to possess the education expertiseskills and experience in various sectors and industries needed to manage and guide theCompany. The members are also required to look at strategic planning and policyformulations.

The members of the Board should not be related to any executive or independent directorof the Company or any of its subsidiaries. They are not expected to hold any executive orindependent positions in any entity that is in direct competition with the Company. Boardmembers are expected to attend and participate in the meetings of the Board and itsCommittees as relevant. They are also expected to ensure that their other commitments donot interfere with the responsibilities they have by virtue of being a member of the Boardof the Company. While reappointing Directors on the Board and Committees of the Board thecontribution and attendance record of the Director concerned shall be considered inrespect of such reappointment. The Independent Directors shall hold office as a member ofthe Board for a maximum term as per the provisions of the Companies Act 2013 and therules made thereunder in this regard from time to time and in accordance with theprovisions of the Listing Regulations. The appointment of Directors shall be formalisedthrough a letter of appointment.

The Executive Directors with the prior approval of the Board may serve on the Boardof any other entity if there is no conflict of interest with the business of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarms’ length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of Company at large. All related party transactions are placedbefore the Audit Committee and given in the notes annexed to and forming part of thisFinancial Statement. The approved policy on Related Party Transactions as required underthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is alsoavailable on the website of the Company www.occlindia.com.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Directors state that:

a) In preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any;

b) The Directors have selected such Accounting Policies as listed in the FinancialStatements and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give true and fair view of the state of affairs of theCompany at the end of the financial year as on 31st March 2021 and of theprofits of the Company for that period;

c) The Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year. TheCompany has only one subsidiary namely Duncan Engineering Ltd (formerly known as SchraderDuncan Limited).

INSURANCE

Our Company’s properties including building plant machineries and stocks amongothers are adequately insured against risks.

PUBLIC DEPOSITS

Fixed Deposits from public outstanding with your Company at the end of the financialyear stood at H598000/. Out of this deposits aggregating to H303000/- due forrepayment on or before 31st March 2021 were not claimed by the depositors bythe said date. The Company has stopped accepting new deposits and no deposits wereaccepted during the year.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 506579 and on National Stock Exchange of India Limited (NSE) with scrip symbol OCCL.The Company confirms that the annual listing fees to both the stock exchanges for thefinancial year 21-22 have been duly paid.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the financial Statements.

AUDITORS AND THEIR REPORT

a. Statutory Auditors:

Messrs S S Kothari Mehta & Co. Chartered Accountants were appointed as Auditorsof the Company for tenure of five years i.e. from the conclusion of 37th AnnualGeneral Meeting till the conclusion of the 42nd Annual General Meeting of theCompany. The Auditors have confirmed their eligibility and qualification under Section 141of Companies Act 2013. The Statutory Auditors’ Report on the Standalone andConsolidated Financial Statements of the Company for the financial year ended 31stMarch 2021 form part of this Annual Report. b. Secretarial Auditors:

The Board of Directors of the Company at their meeting held on 02ndFebruary 2021 appointed Mr Pawan Kumar Sarawagi Practicing Company Secretary of M/s. PSarawagi & Associates having office at Narayani Building Room No.107 First FloorBrabourne Road Kolkata - 700001 for conducting the Secretarial Audit of the Company forthe financial year 20-21. The Secretarial Audit Report in Form MR-3 for the financial yearended 31st March 2021 is annexed herewith as "Annexure B". c. CostAuditors:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyrelating to insoluble Sulphur plants located at Dharuhera Haryana is required to beaudited. Your Board had on recommendation of the Audit Committee appointed Messrs J KKabra & Co. Cost Accountants to audit the cost accounts of the Company for thefinancial year 20-21 on a remuneration of H1.4 Lakh. The Cost Audit Report for the yearended 31st March 2020 has been submitted to the Ministry of Corporate Affairswithin stipulated time period.

As required under the Companies Act 2013 the remuneration payable to Cost Auditors isrequired to be placed before the members in a General Meeting for their ratification.Accordingly a Resolution seeking member’s ratification for remuneration payable toMessrs J K Kabra & Co. Cost Auditors is included at item no. 4 of the Noticeconvening the Annual General Meeting.

Response to Auditors’ Remarks

There is no qualification reservation adverse remark or disclaimer by the StatutoryAuditors and Secretarial Auditor in their Audit Report. Hence no comment is required.

Annual Return of the Company

In accordance with Section 134(3)(a) of the Companies Act 2013 read with sub-section(3) of section 92 of the Act the Annual Return as on 31st March 2021 isavailable on the website of the Company at the link : https://www.occlindia.com/investorrelations/Annual Return.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance for the financial year 20-21 pursuant to theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 along with anAuditors’ Certificate on compliance with the conditions of Corporate Governance isannexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 20-21 pursuant tothe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is given as aseparate statement in the Annual Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Business Responsibility Report describing the initiatives taken bythe Company from an environmental social and governance perspective is attached and formspart of the Annual Report.

CEO AND CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the CEO and CFO certification as specified in Part B ofSchedule II thereof is annexed to the Corporate Governance Report. The Managing Director& CEO and the Chief Financial Officer also provide quarterly certification onFinancial Results while placing the Financial Results before the Board in terms ofRegulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management Personnel is posted on theCompany’s website. The Managing Director & CEO of the Company has given adeclaration that all Directors and Senior Management Personnel concerned afirmedcompliance with the code of conduct with reference to the financial year ended on 31stMarch 2021. The declaration is annexed to the Corporate Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all the mandatorily applicable secretarial standardsissued by The Institute of Company Secretaries of India and approved by the CentralGovernment under Section 118(10) of the Companies Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the information relating to conservation of energytechnology absorption and foreign exchange earnings and outgo is annexed to this Report as"Annexure C".

RESEARCH & DEVELOPMENT

Research & Development is fundamental to the Company’s efforts to maintain thetechnical and quality edge for the product. A full in-house Research & Developmentteam works on continuous basis to improve the quality of product and its properties. NewGrades are also being developed to meet customers varied requirements. Research in theareas of improving and streamlining process parameters and rationalizing fuel consumptionis also being carried out. Help of accredited independent laboratories is also taken asand when required for studying and evolving critical parameters. The Company’sResearch and Development Facility is approved by Department of Scientific and IndustrialResearch Ministry of Science and Technology Government of India.

The R&D lab is regularly augmented by acquiring state of the art analytical andprocess equipment to help in faster and detailed analysis. Further pilot plants asrequired are being set up to validate the research findings. The details of some specificR&D activities carried out and benefits derived out of them have been annexed to thisreport.

POLLUTION CONTROL AND SAFETY

Your Company’s Plants have all the requisite Pollution Control Equipment and meetsall the desired and statutory norms in this regard. The Company places the highestemphases on safety of its personnel and plants. All the statutory requirements in terms ofsafety are followed and exceeded. The Insoluble Sulphur Units of the Company enjoys ISO-TS16949:2009 EMS14001-2004 and OHSAS18001:2007 Certification. The Company has started usingNatural Gas in place of Furnace Oil and other liquid fuels at its Dharuhera Plant thushelping in reduction of pollution. A rooftop solar plant has also been installed and azero-discharge water ETP has been commissioned to fully recycle wastewater at DharuheraPlant. Projects to reduce fuel consumption and thus reducing gas emission are taken on acontinuous basis.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is marked as ‘Annexure D’ which is annexedhereto and forms a part of the Boards’ Report.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.

INSIDER TRADING REGULATIONS

Based on the requirements under the SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the Code of Conduct for prevention of insider tradingis in force in your Company. The Company has adopted the Code of Practices and Proceduresfor Fair Disclosure of Unpublished Price Sensitive Information in compliance with ChapterIV of the said Regulations and the same is also available on the Company’s websitewww.occlindia.com.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company sends reminder letters to all members whose dividends are unclaimed so asto ensure that they receive their rightful dues. Your Company has also uploaded on itswebsite www.occlindia.com information regarding unpaid/unclaimed dividend amounts lyingwith your Company.

During FY 20-21 the unclaimed dividend amount of H712026/- and H499134/- towardsthe unpaid dividend account of the Company for the financial year 2012-

13 (Final Dividend) and 2013-14 (Interim Dividend) was transferred to InvestorEducation and Protection Fund. The said amount had remained unclaimed for seven yearsdespite reminder letters having been sent to each of the members concerned.

Pursuant to Section 124(6) of the Companies Act 2013 and the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 and itsamendments all shares in respect of which dividend has not been paid or claimed for sevenconsecutive years or more shall be transferred by the Company in the demat account ofInvestor Education and Protection Fund ("IEPF") Authority (the"Authority") as per the procedure mentioned in the said Rules. Accordingly yourCompany transfers the required equity shares to the demat account of the Authority and interms of the said Rules.

Members may note that unclaimed dividend and shares transferred to the demat account ofthe Authority can be claimed back by them from IEPF Authority by following the procedurementioned in the said Rules.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 covering all employees of the Company. The Company has complied withthe provisions relating to the constitution of the Internal Complaints Committee under theSexual Harassment of Women At Workplace (Prevention Prohibition And Redressal) Act 2013.

No case was filed under the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

During the period under review there were no significant and material orders passed byany regulator / court / tribunal impacting the going concern status and the Company’soperations in future.

GREEN INITIATIVES

‘Green Initiative’ undertaken by the Ministry of Corporate AffairsGovernment of India enabling electronic delivery of documents including the Annual Reportetc. to shareholders at their e-mail address previously registered with the DPs and RTAs.

To support the ‘Green Initiative’ Members who have not registered theiremail addresses are requested to register the same with the Company’s Registrar andShare Transfer Agent/Depositories for receiving all communications including AnnualReport Notices Circulars etc. from the Company electronically.

Pursuant to the MCA Circulars and SEBI Circulars in view of the prevailing situationof the Pandemic owing to the difficulties involved in dispatching of the physical copiesof the Notice of the 41st AGM and the Annual Report of the Company for thefinancial year ended 31st March 2021 including therein the Audited FinancialStatements for the year 2020-2021 the afore-mentioned documents are being sent only byemail to the Members.

ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of variousBanks Government Agencies Suppliers valued Customers and the shareholders in particularand looks forward to their continued support. Relations between your Company and itsemployees remain cordial and the Directors wish to express their appreciation for theco-operation and dedication of all employees of the Company.

On behalf of the Board of Directors
Arvind Goenka Akshat Goenka
Managing Director Jt. Managing Director
DIN-00135653 DIN-07131982

Place: Noida

Date: 18th June 2021

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