Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Dai Ichi Karkaria Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Sixty-fifth Annual Report together with the audited financials for the year ended March 31, 2025.

FINANCIAL HIGHLIGHTS (STANDALONE):

		('' in lakhs)
Particulars	As on March 31, 2025	As on March 31, 2024
Revenue from operations	18,138	13,158
Other Income	446	627
Total Income	18,584	13,785
Profit before Depreciation/ Amortization, Interest and Tax	1892	1,256
Profit after exceptional item and Tax	618	1597
Earnings per equity share: Basic and Diluted (? 10/- each)	8.29	21.44
Book Value of shares (?)	222.04	215.89

DIVIDEND:

The Directors are pleased to recommend a dividend of '' 3.50 per equity share of '' 10/- each for the year ended March 31, 2025, subject to the approval of Members at the ensuing Annual General Meeting. The dividend payout will aggregate to '' 260.79 lakhs.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Dividend after deduction of tax at source, as applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Overview of the Speciality Chemical Industry:

The Indian specialty chemicals industry is poised for certain growth in 2025, driven by robust domestic demand, export opportunities, and supportive government policies.

The specialty chemicals segment was earlier valued at USD 32 billion with a projected reach of USD 40 billion by 2025, accounting for approximately 18% of India''s total chemical industry. Some forecasts were even more optimistic, estimating the market could grow to USD 64 billion by 2026, reflecting a compound annual growth rate (CAGR) of 12.2% from 2019. The expansion was expected to increase India''s global market share in specialty chemicals from 4% to 6% by 2026. We do not believe we are there yet.

Globally the chemical industry has only made moderate progress in the past year as compared to 2023. The demand for goods is rising across many verticals, albeit very slightly considering the past over supply along most value chains. However, with geopolitical risks mounting, forecasts are falling short of earlier claims.

The capacity rationalisation is taking place globally which may not help in bringing the markets to an equilibrium.

Opportunities and Threats, Risk and Concerns:

Noticeable is a host of mergers and collaborations across the value chain of the Surfactants industry.

There is an increase of cross industry investments in renewables driving innovation and growth that is sustainable. The Indian chemical industry is starting to see the transformative potential of AI and its ability to improve productivity and efficiency. It is evident that innovation would be driven by consumer trends and sustainability principles.

The Key growth drivers are:

1. Diversification and innovation: Companies are investing in research and development to create high-value products, particularly in areas like agrochemicals and personal care. This focus on innovation enhances competitiveness in the global market.

2. Sustainability Initiatives: There''s a growing emphasis on Sustainable practices, including the development of environmentally friendly products and processes. This shift aligns with global trends and positions Indian companies favourably in international markets.

3. Government Support: Initiatives such as the Production linked Incentive (PLI) schemes and the establishment of Special Economic Zones (SEZs) are bolstering domestic production and attracting foreign investments. These policies aim to reduce import dependency and promote export growth.

In general, the Indian Surfactant industry is set for robust growth in the coming years, supported by diverse applications and evolving consumer preferences.

The Indian surfactants market is projected to experience steady growth during the 2025-2026 period, driven by increasing demand across various sectors.

Despite the positive outlook, the industry faces challenges such as:

1. Global trade tensions and tariff measures, particularly involving major economies like the US and China, could impact export dynamics.

2. The resurgence of Chinese manufacturers and potential dumping practices may affect profitability and market share for Indian companies.

3. Overall, the Indian speciality chemicals industry in 2025 stands at a pivotal juncture, with opportunities for substantial growth tempered by external challenges. Strategic investments, innovations, and supportive policies are key to navigating this landscape successfully.

Market Projections:

Overall Market: The surfactants market in India is expected to witness a compound annual growth rate (CAGR) of 6.2% from 2025 to 2030.

1. Agricultural Surfactants are anticipated to grow a CAGR of 6.5% during the same period. The need for effective pesticide formulations to enhance crop yields is increasing the use of agricultural surfactants.

2. Personal Care and Household Products are rising consumer awareness and demand for personal hygiene and household cleaning products are boosting the consumption of surfactants.

3. Surfactants also play a crucial role in various industrial processes, including textiles, paints, and coatings, contributing to market expansion.

These 3 areas continue to be the key focus areas for the Company going forward.

There is a growing trend & preference for environmentally friendly and sustainable surfactants derived from natural sources.

Ongoing research and development efforts are leading to the creation of more efficient and specialized surfactant formulations.

What customers are looking for are cutting edge solutions to meet market demands as they evolve, whilst adhering to environmental goals.

For example, how would the changing regulations for 1,4 - Dioxane content affect wetting and cleaning products? In addition, the necessity of developing surfactants that adhere to the newer regulations on sustainability and biodegradability.

There is also the issue of developing cleaner safer products whilst reducing waste.

Energy Sector:

The transition from conventional energy to other newer sources of energy cannot and will not take place overnight. Today hydrocarbons still provide over 80% of primary energy in the US and almost 90% in China.

With rising energy demand, the new alternate sources of energy can only complement the present conventional energy, and certainly not replace it.

AI will be an enabler in prioritising technologies that drive efficiency and lower energy use. However, sustainability is not the only consideration for the future of energy, affordability as well as security of supply need to be considered.

As a company we continue to focus on the oilfield sector where we believe we have a stronger presence, and know that hydrocarbons will continue to be around at least over the next decade.

With the company''s past emphasis on local production for the local industries we are now focused on looking at export markets looking to our expanded plants and innovation capabilities.

As we continue to work with differentiated chemistries and products that are not in the competitive market or that are unique like import substitutes to gain some market leadership in those products.

If the Dai-Ichi brand has to survive, we must continue to innovate.

The Company''s longevity in the market and its sustained presence derives from its ability to innovate & pioneer several speciality surfactants & polymers.

Overall Company Performance:

In FY 2024-25, Dai-ichi Karkaria delivered a strong operational and commercial performance, supported by a consistent focus on innovation, efficiency, and customer responsiveness. The Company achieved its internal targets for the year, led by improved capacity utilization across all manufacturing locations and strategic upgrades to production infrastructure.

Investments were made in reactor installations, bulk storage facilities for raw materials and finished goods, and process optimizations to improve batch sizes and reduce turnaround times. These measures collectively contributed to the highest annual and quarterly production volumes in the Company''s history.

The organization also enhanced its readiness to execute large-scale bulk contracts while maintaining on-time delivery commitments. Across all business verticals, the emphasis remained on developing high-performance, application-specific chemical solutions in alignment with global standards and evolving customer expectations. The Company continues to strengthen its foundation through quality, regulatory compliance, and ongoing operational enhancement.

Vertical- wise Performance:Agrochemicals:

Dai-ichi provides a broad portfolio of specialty chemicals for the agricultural industry, including emulsifiers, dispersing agents, and formulation aids used in pesticides and crop protection products. These solutions are designed to enhance formulation stability, application efficiency, and overall field performance.

During the year, the Agro segment focused on introducing formulation innovations tailored to market-specific needs, including import substitutions. New initiatives were also launched to improve supply chain flexibility through third-party sourcing arrangements.

Business continuity was maintained with long-standing customers, while new engagements were explored through improved technical collaboration. A dedicated application lab for agrochemical formulation development is under planning, aimed at expediting product validation, enhancing customer support, and enabling more agile service delivery. Agrochemicals will continue to be a strategic growth area for the Company.

Home and Personal Care:

The Home and Personal Care segment caters to manufacturers of hygiene, cleaning, and personal grooming products. Dai-ichi''s offering includes solubilizers, surfactants, and conditioning agents that contribute to texture, stability, and overall product performance in these formulations.

This vertical maintained steady growth, with expansion in both domestic and export-facing accounts. The Company''s ability to deliver high-purity ingredients compliant with global regulatory norms has been a key enabler in tapping new opportunities in niche segments such as natural extracts and cosmetic actives.

Despite a competitive pricing environment, Dai-ichi strengthened its market presence through value-added support, flexible packaging options, and consistent supply reliability. Continued development of application-specific solutions is expected to further drive this segment''s evolution.

Energy and Oilfield Chemicals:

In the energy sector, Dai-ichi supports both upstream and downstream operations with specialty additives that address performance and operational challenges. These include products for flow assurance, corrosion control, fuel stability, and system protection under demanding conditions.

The Oilfield vertical experienced an increase in volumes during the year. This was driven by increased international demand, reactivation of dormant accounts, and the successful introduction of new chemical technologies. In addition to expanding product lines, the Company reinforced its focus on customer-specific customization, especially for applications in extreme operating environments.

Manufacturing flexibility and responsiveness played a critical role in meeting volume and delivery expectations. The Company remains committed to deepening its presence in this sector through a combination of innovation, technical support, and global compliance standards.

Paints and Coatings:

Dai-ichi provides high-performance surfactants and additives to the paints and coatings industry. These ingredients play a vital role in emulsion polymerization, pigment dispersion, and overall formulation enhancement. The Company also focuses on offering sustainable alternatives in response to growing demand for low-volatile organic compounds (VOC) and eco-friendly solutions.

The segment demonstrated steady performance, supported by regular demand from existing clients and successful onboarding of new manufacturers. Dai-ichi''s ongoing development of environmentally friendly surfactants received positive market feedback, and efforts continue to expand this green chemistry initiative.

Close alignment with technical teams at the customer end and the ability to meet fast-changing formulation requirements helped deepen business relationships. The Company anticipates further opportunities as environmental regulations and performance expectations continue to evolve.

Textile Auxiliaries:

Dai-ichi serves the textile industry with a comprehensive portfolio of specialty chemicals designed to support pre-treatment, dyeing, and finishing processes. These include surfactants, dispersing agents, softeners, and auxiliaries that enhance fiber strength, appearance, and process efficiency. This segment continues to contribute steadily to the Company''s portfolio.

Flocculants and Water Treatment:

The segment continued to perform as a stable contributor to the overall business. With established applications across water treatment and industrial processing, demand for flocculants and related products has been consistent. The Company maintains a focus on reliability, product quality, and service to ensure steady business performance in this segment.

KEY FINANCIAL RATIOS:

Details of significant changes in key financial ratios alongwith explanation thereof are provided in Note 45 of Notes to financial statements as per Schedule III.

INTERNAL FINANCIAL CONTROLS:

The Board of Directors have laid down Internal Financial Controls (âIFCâ) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED:

The Company continues to strengthen its human capital by ensuring timely recruitment and effective talent management across all functions. With a robust pool of skilled and experienced professionals, it maintains consistent operational performance. A culture of commitment, ownership, and aligned purpose empowers employees at every level to contribute meaningfully to the Company''s growth. The HR strategy remains focused on capability building, employee engagement, and fostering a workplace built on trust, transparency, and shared success.

Key Focus Areas for Performance Enhancement:

â¢ Identification of training and development needs through skill metrics and competency mapping.

â¢ Ensuring competitive compensation for employees and contract workers.

â¢ Structured career progression through annual assessments and succession planning.

â¢ Support for compliance with employment-related legislative requirements.

â¢ Promotion of HR excellence via Standard Operating Procedures (SOPs).

â¢ Commitment to a culture of mutual respect, fairness, and concern.

â¢ Providing Apprentice Scheme opportunities to economically disadvantaged youth.

Employee Engagement Initiatives:

â¢ Skill metrics and competency mapping completed for all employees.

â¢ Over 270 man-days of EHS, IMS, POSH, and soft skills training completed in FY 2024-25.

â¢ Implementation of Group Mediclaim policy covering spouses and two children.

â¢ Celebration of Founder''s Day with Long Service Awards.

â¢ Introduction of a new air-conditioned bus for shift employees.

â¢ Cultural and safety event celebrations with employee participation.

â¢ Implementation of Reward and Recognition programs.

â¢ Monthly employee birthday celebrations.

â¢ Employee participation in Safety, POSH, and Canteen Committees.

Industrial Relations:

Industrial relations at the Dahej and Kurkumbh plants remained cordial and constructive throughout Financial Year 2024-25, with all statutory compliance requirements adequately fulfilled.

NUMBER OF PEOPLE EMPLOYED:

As on March 31, 2025, the total numbers of employees on the payroll of the company are 178.

CHANGES IN CAPITAL STRUCTURE:

During the financial year under review there was no change in the authorized and paid-up share capital of the Company.

JOINT VENTURE / ASSOCIATE/ SUBSIDIARY COMPANIES:

Dai-ichi Karkaria Limited has a Joint venture with CTI Chemicals Asia Pacific Pte. Ltd., in ChampionX Dai-ichi India Private Limited in the ratio of 50:50.

The Company has a Subsidiary, Dai-ichi Goseichemicals (India) Limited. The Financial Statements of the Subsidiary Company are placed on the website of the Company and will be provided to the Members on request.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and applicable Accounting Standards, the Consolidated Financial Statements of the Company with its Joint Venture Company, ChampionX Dai-ichi India Private Limited and Subsidiary Company, Dai-ichi Goseichemicals (India) Limited, duly audited by the Statutory Auditors are attached to the financials.

The statement containing salient features of the financial statement of subsidiary/ associate company/ joint venture are also attached to the financials.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Members of the Company by way of postal ballot dated February 27, 2025, had re-appointed Mrs. Shernaz Vakil (DIN: 00002519) as Chairperson and Whole-time Director of the Company for a period of 3 years commencing from April 1, 2025, to March 31, 2028.

Mr. Adi Jehangir (DIN: 00001752) retires by rotation at the 65th Annual General Meeting, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible has offered himself for re-appointment. The Board of Directors recommends his re-appointment. A resolution seeking Shareholders'' approval for his re-appointment along with other required information required to be furnished under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards, forms part of the Notice.

Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on January 23, 2025, appointed Mr. Srinivasan Vishwanathan (DIN: 00208978) as Additional Non-Executive Independent Director of the Company. The Shareholders by way of postal ballot dated February 27, 2025, approved the appointment of Mr. Srinivasan Vishwanathan as Independent Director of the Company, for a period of five years commencing from January 23, 2025 till January 22, 2030, not liable to retire by rotation.

Mr. Cyrus Bagwadia (DIN: 01565989) Independent Director of the Company resigned from the Directorship of the Company with effect from closing of business hours of January 23, 2025 on account of his pre-occupation and personal commitments. He has confirmed that there are no other material reasons for his resignation other than those stated above. The Board acknowledged his significant contribution and guidance as Board and Committee member of the Company during his association as Independent Director of the Company.

Mr. Ashok Hiremath (DIN: 00349345) was appointed as the Independent Director of the Company for the first term of five years effective from September 9, 2020. His office of directorship is due for retirement. After taking into account the performance evaluation of his first term of five years and considering the knowledge, expertise, experience and the substantial contribution he brings to the Board, the Nomination and Remuneration Committee has recommended the re-appointment of Mr. Ashok Hiremath to the Board for a second term of five years. The Board, at its meeting held on May 16, 2025, approved the re-appointment of Mr. Ashok Hiremath as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from September 8, 2025 to September 7, 2030, whose office shall not be liable to retire by rotation, subject to approval of members.

All Independent Directors have given declarations that they continue to meet the criteria of independence as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including that of Independent Directors, is provided as part of the Corporate Governance Report.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. Vinod Kothari & Company, Practicing Company Secretaries certifying that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2024-25.

Pursuant to the provisions of Section 203 of the Act, as on March 31, 2025 the Key Managerial Personnel of the Company were Mrs. Shernaz Vakil, Chairperson & Whole-time Director, Ms. Meher Vakil Taff, Managing Director, Mr. Farokh Gandhi, Chief Financial Officer and Mr. Ankit Shah, Company Secretary & Compliance Officer.

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by the Directors, the Board of Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

â¢ In the preparation of the annual accounts, for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

â¢ The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2025 and of the profit and loss of the company for that period;

â¢ Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

â¢ The annual accounts have been prepared on a âgoing concern'' basis;

â¢ Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively;

â¢ Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual directors and its committees. In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and the Chairperson & Whole-time Director and Managing Director of the Company were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report forming part of the Annual Report.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:

Details regarding Board / Committees of the Board, its composition, number of meetings held, terms of reference, policies adopted are provided under the Corporate Governance Report forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted a Corporate Social Responsibility (CSR) Committee pursuant to Section 135 of the Companies Act, 2013. Details regarding CSR Committee, its composition, terms of reference, policy adopted are provided under the Corporate Governance Report forming part of the Annual Report.

In view of average net losses for the last three financial years as computed under Section 198 of the Companies Act, 2013, the Company was not mandated to undertake Corporate Social Responsibility activities during the financial year 2024-25 and the Company ceases to meet the criteria of Section 135(1) of the Companies Act, 2013 for the immediately preceding financial year, accordingly the provisions for calling CSR Committee meeting, spending and reporting on Corporate Social Responsibility activities was not applicable for FY 2024-25.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial Year 2024-25 was in conformity with the Nomination and Remuneration Policy of the Company.

The disclosures pertaining to remuneration of Directors and employees of the Company and other details as required under Section 197(12) of the Act read with Rule 5(1) (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and forming part of the Directors'' Report for the year ended March 31, 2025 is annexed herewith as âAnnexure - Iâ to this Report.

AUDITORS AND AUDIT REPORTS:STATUTORY AUDITORS AND THEIR REPORT:

At the 62nd Annual General Meeting of the shareholders of the Company held on June 29, 2022, B S R & Co. LLP were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 62nd Annual General Meeting upto the conclusion of 67th Annual General Meeting of the Company. Details of the remuneration paid to B S R & Co. LLP Chartered Accountants, Statutory Auditors, during financial year 2024-25 are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or Board under Section 143(12) of the Act. The Auditors'' Report on the Financial Statements, both Standalone and Consolidated for the financial year ended March 31, 2025 does not contain any qualifications, reservations or adverse remarks and forms part of Annual Report.

The Notes to the Financial Statements (Standalone and Consolidated) are self-explanatory and do not call for any further comments.

INTERNAL AUDITORS:

Forvis Mazars, Chartered Accountants are the Internal Auditors of the Company for the F.Y 2024-25. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal Auditors.

SECRETARIAL AUDITORS AND THEIR REPORTS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Vinod Kothari & Company, a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the F.Y. 2024-25 and the Secretarial Audit Report is annexed herewith as âAnnexure II''. There is no reservation, qualification or adverse remark in their Report.

Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019 issued by Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report from M/s. Vinod Kothari & Company, for the financial year ended March 31, 2025, confirming compliance of the applicable SEBI Listing Regulations and circulars/ guidelines issued thereunder, by the Company and the said is available on the Company''s website and can be accessed at website of Company at https://www.dai-ichiindia.com/investor/. There is no reservation, qualification or adverse remark in their Report.

In compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act, Board of Directors at their meeting held on May 16, 2025, have approved the appointment of M/s. Vinod Kothari & Company, a peer reviewed firm, as the Secretarial Auditors of the Company on such remuneration as decided by the Board and the Secretarial Auditors to hold office for a period of five years from the F.Y. 2025-26 upto the F.Y. ended 2029-30, subject to approval of shareholders at the 65th Annual General Meeting.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by the Company and the same are required to be audited. The Company, accordingly, maintains the required cost accounts and records. The Company had appointed M/s. Diwanji & Associates, Cost Accountants, Firm''s Registration No. 100227, as the Cost Auditor for the financial year ended March 31, 2025, and the Cost Audit Report when submitted by them, will be duly filed with the Ministry of Corporate Affairs.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditor has to be ratified by the Members of the Company. Accordingly, the matter relating to ratification of the remuneration payable to M/s. Diwanji & Associates as the Cost Auditor of the Company for the financial year ending March 31, 2026 is being placed at the 65th Annual General Meeting.

HEALTH, SAFETY & ENVIRONMENT:

The Company places the highest priority on employee health and safety, protection of assets, and environmental sustainability. HSE considerations are embedded across all operations, from product design to delivery. The Company successfully completed the DNV-GL periodic re-certification audit for ISO 14001:2018 and ISO 45001:2018.

a) Health

â¢ Maintenance of sanitation and hygiene at workplaces and canteens.

â¢ Medical examinations every six months for employees in hazardous areas.

â¢ Regular health awareness sessions and trainings.

â¢ Operational Occupational Health Center with 24x7 nurse and part-time Factory Medical Officer.

b) Safety

â¢ GAP audit for Responsible Care (RC) logo requirements initiated.

â¢ Regular HIRA reviews as per ISO 45001 guidelines.

â¢ Strengthened MOC procedures with risk analysis and safety reviews.

â¢ Quarterly mock drills and classroom training exceeding statutory requirements.

â¢ Bi-monthly Central Safety Committee meetings and trend analysis.

â¢ Celebrations of national safety and environmental events with employee participation.

â¢ Advanced firefighting and emergency response systems in place.

c) Environment

â¢ Valid Consent to Operate (CTO) and regular monitoring of environmental compliance.

â¢ Effluent Treatment Plant (ETP) with SUF technology for water reuse.

â¢ Closed-loop operation of vacuum pumps to minimize water consumption.

â¢ Environmental compliance assured through inspections and audits.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo for F.Y ended March 31, 2025, as required to be disclosed under the Act, is annexed herewith as âAnnexure III''

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not provided any loan or given any guarantee / security to any person during the financial year ended March 31, 2025.

Details of investment made by the Company are provided in the financial statements, under Investment Schedule.

DEPOSITS:

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, during the financial year ended March 31, 2025.

RELATED PARTIES TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year ended March 31, 2025, were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirement) Regulation 2015 (âListing Regulationsâ). Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

1. As per the Regulation 23(4) of the Listing Regulations, the Company sought approval of Shareholders at the 64th Annual General Meeting, by passing necessary resolution for Material Related Party Transactions for Sale of Goods to ChampionX Dai-ichi India Private Limited (CXDI), to be entered from the conclusion of the 64th Annual General Meeting (AGM) upto the date of the 65th AGM, upto a maximum aggregate value of '' 50 Crores (Rupees Fifty Crores only), at an arm''s length basis and in the ordinary course of business.

2. As per the Regulation 23(4) of the Listing Regulations, the Company sought approval of shareholders by way of postal ballot on February 27, 2025, by passing necessary resolution for Material Related Party Transactions for purchase of goods from Indian Oxides and Chemicals Private Limited (IOCL), to be entered from the date of approval of shareholders upto the conclusion of the 65th AGM, upto a maximum aggregate value of '' 50 Crores (Rupees Fifty Crores only), at an arm''s length basis and in the ordinary course of business.

Approval of members is being sought for Material Related Party Transactions for Sale of Goods to CXDI and Purchase of Goods from IOCL at the ensuing 65^th AGM.

All the Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Details of Related Party Transaction Policy are provided in Corporate Governance Report.

ANNUAL RETURN:

As required under Section 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2025 is hosted on the website of the Company - https://www.dai-ichiindia.com/wp-content/uploads/2025/07/Draft-Annual-Return-for-FY-2024-25.pdf

CORPORATE GOVERNANCE:

In accordance with provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations''), a detailed report on Corporate Governance is included in the Annual Report. M/s. Vinod Kothari & Company, Practicing Company Secretaries, who are also the âSecretarial Auditorsâ of the Company, have certified that the Company is in compliance with the requirements of Corporate Governance in terms of Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy which identifies elements of risk and the measures to counter it. The policy is reviewed by the Board every year, at the first Board Meeting held after the commencement of the financial year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the rules prescribed thereunder and the SEBI Listing Regulations is implemented through the Vigil Mechanism/ Whistle Blower Policy of the Company to enable the Directors and employees to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

Vigil Mechanism/ Whistle Blower Policy of the Company is available on the Company''s website and can be accessed at website of Company at www.dai-ichiindia.com

During the financial year 2024-25, there were no complaints received or reported.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2024-25 there were no complaints with allegations of any sexual harassment received or reported. CREDIT RATING:

The Company''s Banking loan facilities are rated by CRISIL Ratings Limited (CRISIL). During the F.Y 2024-25, CRISIL has reviewed the company''s credit rating and has provided their review letter, wherein our short term rating is re-affirmed as CRISIL A4 and the long term rating at CRISIL BB /Stable.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS TO IEPF:

Pursuant to the provisions of Section 124(5) of the Act, the dividend which remained unclaimed/ unpaid for a period of seven years from the date of transfer to unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. As a result, the unclaimed/unpaid dividend pertaining to the Financial Year 2016-17 which remained unpaid and unclaimed for a period of 7 years has been transferred by the Company to the IEPF, during the Financial Year 2024-25.

The Company has uploaded the details of unclaimed/unpaid Dividend for the financial year 2016-17 onwards on its website at https://www.dai-ichiindia.com/investor/and on website of the Ministry of Corporate Affairs i.e. www.mca.gov.in. Further, the unpaid final dividend amount pertaining to the financial year 2017-18 will be transferred to IEPF during the Financial Year 2025-26.

TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) ACCOUNT:

Pursuant to the provisions of Section 124(6) of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all the equity shares of the Company in respect of which dividend amounts have not been paid or claimed by the Shareholders for seven consecutive years or more are required to be transferred to demat account of the Investor Education and Protection Fund Authority (IEPF Authority).

Accordingly, 5508 equity shares belonging to 38 Shareholders of the Company were transferred to Demat Account of IEPF Authority during the financial year 2024-25. The Company had sent individual notice to all the aforesaid members and had also published the notice in the leading English and Marathi newspapers. The details of the aforesaid members are available on website of the Company at https://www.dai-ichiindia.com/investor/.

The Company is in compliance with the aforesaid provisions and the IEPF Rules.

NODAL OFFICER:

The Company has appointed Mr. Ankit Shah, Company Secretary & Compliance Officer, as the Nodal Officer for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are also available on the website of the Company at https://www.dai-ichiindia.com/investor/.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS:

During the financial year under review, there were no significant and material orders passed by the regulators or courts or tribunals which impact the Company''s going concern status and its operations in the future.

PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable.

ONE-TIME SETTLEMENT:

The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year under review, the Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI), and notified by the Ministry of Corporate Affairs of India.

LISTING:

The Equity Shares of your company are presently listed on BSE Limited and the Company has paid the annual listing fees for the financial year 2025-26.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution made by the employees of the Company. The Directors wish to convey their appreciation to the Banks, dealers and other business associates and the shareholders for their continuous trust and support.

CAUTIONARY NOTE:

Certain statements in the Directors'' Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

Mar 31, 2024

The Directors are pleased to present the Sixty-fourth Annual Report together with the Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL HIGHLIGHTS (STANDALONE):

(? in lakhs)

Particulars	As on March 31, 2024	As on March 31, 2023
Revenue from operations	13,158	18,394
Other Income	627	644
Total Income	13,785	19,038
Profit before Depreciation/ Amortization, Interest and Tax	1,256	2,233
Profit after exceptional item and Tax	1,597	1,847
Earnings per equity share: Basic and Diluted (? 10/- each)	21.44	24.79
Book Value of shares (?)	215.89	198.53

DIVIDEND:

The Directors are pleased to recommend a dividend of '' 2 per equity share of '' 10/- each for the year ended March 31, 2024, subject to the approval of Members at the ensuing Annual General Meeting. The dividend payout will aggregate to '' 149.02 lakhs. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Dividend after deduction of tax at source, as applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

It is predicted that the year 2024, will be a year of technology, notwithstanding the slowdown that could happen with the escalating global conflicts in Gaza and Ukraine.

As inflation gets tamed worldwide, and recession seems at bay in most economies, some focus will be on the generative capabilities of AI, and the digital changes taking place in the manufacturing sector.

Industry Structure and Development, Opportunities and Threats, Risk and Concerns:

The specialty chemical market in India, has been growing exponentially, over the years, and is expected to grow at more than 12% over the next five years. This is driven by the growth in demand in several end use sectors such as Textiles Cosmetics, Food, Real estate, mirroring the upward mobility of the Indian middle class.

However, 2023 has been a year of challenges.

China''s excess capacity and its inability to find markets globally, has found them entering India, with very low prices, which is affecting many markets, specifically in Agro industries.

In the last 6-8 months, however, the situation has become very challenging with huge over capacity in China not just in agrochemicals but also in petrochemicals and organic chemicals. The Chinese demand is not catching up and China is going to become a major world supplier at throw away prices.

From the growing instability of global conflict and the resulting uncertainty, to the recession in Europe, and the inflationary trends in the US, demand has been sluggish.

In addition, the major impact has been felt by the earlier overstocking, and high inventories of most customers, resulting in trends of lower chemical output.

This has been felt in many of the verticals that the company services. The last quarter however, showed small signs of recovery and local and global demand seems to have improved.

Meanwhile there are incessant demands on chemical companies, as competition increases to differentiate themselves and to upgrade their product portfolios to grow their revenue streams.

As innovation continues to drive change within the value chain, there is much to be done to keep a competitive edge, and continue to stay relevant in the market. There is a need to develop new approaches to align market change and technological innovation with corporate strategy. The company is looking to restructure its internal capabilities, examine disruptive technologies, and develop a collaborative approach to working and innovating. For several years, the company has customised its development to its clients'' needs, often ignoring the changing trends in the global space. There were times when new innovations were introduced through technology transfers, allowing the company to be well ahead of the local trends and requirements, underscoring the need to cultivate a business culture that prioritized sustainable growth.

Today as India steps up its game, and need based innovation is even more relevant, the company will once again look at outsourcing advanced technologies to strengthen our portfolio of solutions.

As the Company serves diverse sectors, product portfolio rationalisation, and strategic focus on new areas of product development especially in the area of EVs and batteries are being studied.

Company''s Outlook:

Dai-ichi Karkaria Limited, has completed its capacity expansion for its key Oil field specialities, and is committed to grow its presence in several global markets. Supported by our existing infrastructure and experienced workforce in Dahej, the company''s new strategy to work with several new customers and distributors worldwide, will ensure the full utilisation of the newly installed capacities. In this regard, the company is in the process of signing several new agreements with prospective distributors in various countries. Prioritizing their supply chains and adding talent and tech tools to ensure visibility and ultimately success, the company is on a growth path after years of restructuring after its move to Dahej.

Most manufacturing companies today are looking at digital technologies to improve efficiency and meet some of their sustainability goals. We are looking at how to leverage our capabilities by analysing available data through AI models with a view to focus in the right direction. We are examining the role of AI in predictive maintenance.

We are working on reducing costs by examining production batch data and finding ways to reduce batch cycle times and improve yields. Working towards being a net zero emissions Company our goal is to ensure we use low-carbon or renewable fuel technologies for our products. We continue to embrace sustainability not only for its own sake but for the sake of efficiency and reducing costs.

OVERALL COMPANY''S PERFORMANCE:

During F.Y. 2023-24, Company has optimized plant efficiency by identifying and carrying out de-bottlenecking exercises along with other major initiatives like reducing the batch time cycle, installation of storage tanks for key raw materials, and reducing the load on ETP by reduction in water consumption. This has resulted in an increased capacity for the company, overcoming any limitations in production.

We are now able to focus on gainfully utilising the company''s core technological strengths and experience in the industry, as the company continues to develop high performance specialty products, based on the evolving needs of the market.

The segments of Oilfield, Paints, Agro and Personal Care will remain the targeted segments for achieving profitable growth in the coming years.

VERTICAL-WISE PERFORMANCE:

AGRO:

In the Agro vertical the sales have witnessed a growth of around 50% over the previous year. New grades of emulsifiers and dispersing agents were introduced, and key players in the segments have been added to our customer base.

Though Emulsifiable Concentrate (EC) formulations are still widely in use, the industry focus is shifting to Suspension Concentrate (SC) formulations to replace aromatic solvents with water. The trend is moving towards newer formulations like Emulsion in Water (EW), Oil Dispersion (OD) and Capsule Suspension (CS) formulations. We are working towards developing suitable surfactants for these novel formulations to participate in the growth of the segment. We are also considering production of powder grade surfactants. Agro will continue to remain one of the focus segments for the company.

HOME AND PERSONAL CARE:

Sales in this vertical have grown by more than 35% in volumes over the previous year. In addition, the Budgeted sales volumes have been achieved. A key product, our oleoresin solubilizer which meets stringent global specifications, has grown by approximately 50% in volume. The competition in this segment has increased with the entry of a few more suppliers, resulting in price competition.

We have appointed distributors in new markets for this segment, and business is expected to start in the new financial year. Domestic key players have been targeted to expand our existing customer base.

ENERGY AND OIL SECTOR:

India continues to be one of the fastest-growing major economies, but its share in the global oil demand is only 5%. For this segment the reliance is on exports, which are dependent on geopolitical conditions, and the ongoing wars have contributed to uncertainties.

The sales in this segment are slightly lower than the budgeted figures due to various factors including tender uncertainties and delays.

We have been able to add new export customers for our downstream products in this year. The volumes for these products are expected to pick up in the new financial year. We have developed new products for Upstream and Downstream applications, which are expected to get commercialised in the new financial year.

Orders are in the pipeline for both upstream and downstream products and we hope for a successful next financial year.

PAINTS AND COATINGS:

In this segment the sales have registered a growth of over 20% in volumes in F.Y 2023-24 over the previous year.

Sales to leading emulsion polymerization units have increased and we now supply to almost all the major players in this segment in India. Exports to Gulf customers have also witnessed a growth.

Moving towards Green Surfactants, we have introduced newer grades of emulsifiers which are APEO free and can substitute the industry standards. We expect these to be commercialised in the coming financial year.

KEY FINANCIAL RATIOS:

Details of significant changes in key financial ratios alongwith explanation thereof are provided in Note 45 of Notes to Financial Statements as per Schedule III.

INTERNAL FINANCIAL CONTROLS:

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED:

All manpower requirements have been assessed and filed in a timely manner. Over the years, Dai-ichi has nurtured a pool of experienced employees, which help to maintain consistency of high standards in performance across all disciplines. We have built a team of employees, who work with commitment and dedication towards the growth of the Company.

We have focused on the following areas, to help enhance the performance of our employees:

â¢ Identification of training and development needs, including job specific skills, through the appropriate execution of skill metrics.

â¢ Dai-ichi ensures competitive compensation to its employees and contract workmen.

â¢ Career growth plans through annual assessments and succession planning are executed.

â¢ Supporting employment related legislative compliance is maintained.

â¢ Promoting excellence in human resource management through implementing Standard Operating Procedures for each activity.

â¢ Dai-ichi has extended its facility for the Apprentice Scheme, to needy and economical weak youth, to pursue special industrial training.

â¢ The company commits to the promotion of an atmosphere of mutual respect, fairness and concern through its policies. Employee Engagement:

â¢ Employee uniforms and ID cards are provided for identification for all employees.

â¢ GMC Group Insurance Policy has been introduced.

â¢ National safety week and Environment week was celebrated with full enthusiasm and participation of employees at all levels.

â¢ The Company implements a healthy practice of rewards and recognition to deserving employees.

INDUSTRIAL RELATIONS:

â¢ The Industrial Relations at Dahej and Kurkumbh Plant remained cordial and amicable during the financial year 2023-24.

â¢ The Company stands committed to the adherence of all statutory compliances.

NUMBER OF PEOPLE EMPLOYED:

As on March 31, 2024, the total number of employees on the payrolls of the company was 168.

CHANGES IN CAPITAL STRUCTURE:

During the financial year under review there was no change in the authorized and paid-up share capital of the Company.

JOINT VENTURE / ASSOCIATE/ SUBSIDIARY COMPANIES:

Dai-ichi Karkaria Limited has a Joint venture with CTI Chemicals Asia Pacific Pte. Ltd., in ChampionX Dai-ichi India Private Limited in the ratio of 50:50.

Statements containing salient features of the financial statement of subsidiary/ associate company/ joint venture are also attached to the financials.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Ms. Meher Vakil retires by rotation at the 64^th Annual General Meeting, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible has offered herself for re-appointment. The Board of Directors recommends her re-appointment. A resolution seeking Shareholders'' approval for her reappointment along with other required information required to be furnished under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards, forms part of the Notice.

Mr. Kavas Patel and Mr. Keki Elavia ceased to be Independent Directors upon completion of their second consecutive term, with effect from conclusion of 63rd Annual General Meeting of the Company held on September 22, 2023. The Board acknowledged their significant contribution and guidance as Board and Committee members of the Company during their association as Independent Directors of the Company.

Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on August 11, 2023, appointed Mr. Cyrus Bagwadia and Mr. Behram Sorabji as Additional Independent Directors of the Company. The Shareholders at the Annual General Meeting held on September 22, 2023, approved the appointment of Mr. Cyrus Bagwadia and Mr. Behram Sorabji as Independent Directors of the Company, not liable to retire by rotation, for a period of five years commencing from August 11, 2023 till August 10, 2028.

The Members of the Company had appointed Mr. Ashok Hiremath as Independent Director of the Company to hold office upto the conclusion of 65th Annual General Meeting, not liable to retire by rotation. All Independent Directors have given declarations that they continue to meet the criteria of independence as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including that of Independent Directors, is provided as part of the Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act, as on March 31, 2024 the Key Managerial Personnel of the Company were Mrs. Shernaz Vakil, Chairperson & Whole-time Director, Ms. Meher Vakil, Managing Director, Mr. Farokh Gandhi, Chief Financial Officer and Mr. Ankit Shah, Company Secretary.

DIRECTORS'' RESPONSIBILITY STATEMENT:

â¢ In the preparation of the annual accounts, for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

â¢ The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the profit and loss of the company for that period;

â¢ The annual accounts have been prepared on a âgoing concern'' basis;

â¢ Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively;

â¢ Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

BOARD EVALUATION:

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report forming part of the Annual Report.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:

Details regarding Board / Committees, its composition, number of meetings held, terms of reference, policies adopted are provided under the Corporate Governance Report forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of average net losses for the last three financial years as computed under Section 198 of the Companies Act, 2013, the Company was not mandated to undertake Corporate Social Responsibility activities during the Financial Year 2023-24, accordingly the provisions for calling CSR Committee meeting, spending and reporting on Corporate Social Responsibility activities are not applicable for F.Y. 2023-24.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial Year 2023-24 was in conformity with the Nomination and Remuneration Policy of the Company.

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and forming part of the Directors'' Report for the year ended March 31, 2024 is annexed herewith as âAnnexure - Iâ to this Report. AUDITORS AND AUDIT REPORTS:

STATUTORY AUDITORS AND THEIR REPORT:

At the 62nd Annual General Meeting of the Shareholders of the Company held on June 29, 2022, B S R & Co. LLP were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 62nd Annual General Meeting upto the conclusion of 67th Annual General Meeting of the Company. Details of the remuneration paid to B S R & Co. LLP Chartered Accountants, Statutory Auditors, during financial year 2023-24 are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or Board under Section 143(12) of the Act. The Auditors'' Report on the Financial Statements, both Standalone and Consolidated for the Financial Year ended March 31, 2024 does not contain any qualifications, reservations or adverse remarks and forms part of Annual Report.

The Notes to the Financial Statements (Standalone and Consolidated) are self-explanatory and do not call for any further comments.

INTERNAL AUDITORS:

Mazars, Chartered Accountants are the Internal Auditors of the Company for the F.Y. 2023-24. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal Auditors.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Vinod Kothari & Company, a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the F.Y. 2023-24 and the Secretarial Audit Report is annexed herewith as âAnnexure II''. There is no reservation, qualification or adverse remark in their Report.

Further, in terms of the provisions of Regulations 24A of SEBI Listing Regulations, the Company has obtained the Annual Secretarial Compliance Report from M/s. Vinod Kothari & Company, for the financial year ended March 31, 2024, confirming compliance of the applicable SEBI Regulations and circulars/ guidelines issued thereunder, by the Company. The said report can be accessed at website of Company at www.dai-ichiindia.com/investors.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. The Company, accordingly, maintains the required cost accounts and records. The Company had appointed M/s. Diwanji & Associates, Cost Accountants, Firm''s Registration No. 100227, as the Cost Auditor for the financial year ended March 31, 2024, and the Cost Audit Report when submitted by them, will be duly filed with the Ministry of Corporate Affairs.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditor has to be ratified by the Members of the Company. Accordingly, the matter relating to ratification of the remuneration payable to M/s. Diwanji & Associates as the Cost Auditor of the Company for the financial year ending March 31, 2025 is being placed at the 64th Annual General Meeting.

HEALTH, SAFETY AND ENVIRONMENT:

Health, Safety and Protection of the Environment are priority areas for the Company. The Company continues to put special emphasis on these areas, from conception and designing of new products, optimization of processes, to commercial manufacturing and delivery of goods to customers. Dai-ichi has successfully completed DNV-GL Periodic Recertification Audit of ISO 14001:2018 & ISO 45001:2018 and certificate has been awarded.

a) Health:

A special committee ensures good sanitation and hygienic conditions at the plant and canteen. Six monthly medical examinations are conducted for the employees who are working in hazardous areas. Health awareness trainings and programs are being conducted regularly. The occupational health center is functional, with a 24x7 male nurse, factory medical officer visits twice in a week.

b) Safety:

A GAP audit is being carried out to assess Responsible Care (âRCâ) logo by an outside expert agency. A requirement based action plan is being mapped and the process has started for departmental documentation strengthening with respect to the RC codes requirement.

Our MOC procedure has been strengthened with process risk analysis, conducted before any modification of equipment, followed by pre startup safety review.

Un-planned Mock drills are conducted on a quarterly basis which are twice the frequency of the regulatory requirement, so that we can ensure emergency preparedness of all employees. In addition, regular in class room exercises are conducted to train the employees.

A central safety committee meeting is being conducted on every alternate month which is twice the frequency of regulatory requirement. Safety observation trend analysis is being carried out through bar charts and pie-charts and a presentation is being shared during central safety committee meeting.

Every year safety week is celebrated from March 4 to March 10 during which competitions, lectures and training sessions are organized to inculcate and enforce the need for a safe working environment.

We have an elaborate firefighting system comprising of alarm systems, manual call points, sprinkler systems, and pressurized fire hydrant system to handle emergencies.

Our goal is to ensure a safe and healthy work environment for all employees through safe work practices.

c) Environment:

Regular environment monitoring is carried out to ensure pollution levels for air and water are below the specified limits required by the State Pollution Control Board. Strict adherence to environment rules is ensured by conducting regular inspections and environmental audits.

The Effluent Treatment Plant is equipped with SUF (submersible ultra-filtration) technology and treated effluent is used in various processes, thus supporting water conservation. In addition, vacuum pumps are being operated in closed loop circulation to minimize the water consumption. Our ETP operation is contractually operated with equipped monitoring laboratory facility operate to carry environment monitoring functions.

We have complied with all legal obligations concerning environment, health and safety. Our commitment to manufacturing of products in a safe and environmentally conscious manner is paramount.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo for F.Y ended March 31, 2024, as required to be disclosed under the Act, is annexed as âAnnexure III''

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not provided any loan or given any guarantee / security to any person.

Details of investment made by the Company are provided in the financial statements, under Investment Schedule.

DEPOSITS:

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, during the financial year ended March 31, 2024.

RELATED PARTIES TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year ended March 31, 2024, were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirement) Regulation 2015 (âListing Regulationsâ). Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

As per the Regulation 23(4) of the Listing Regulations, the Company sought approval of Shareholders at the 63rd Annual General Meeting, by passing necessary resolution for Material Related Party Transactions for Sale of Goods to ChampionX Dai-ichi India Private Limited, to be entered from the conclusion of the 63rd Annual General Meeting (AGM) upto the date of the 64th AGM. The transactions for F.Y. 2023-24 were within the approved limits.

The approval of members is being sought for Material Related Party Transactions for Sale of Goods to ChampionX Dai-ichi India Private Limited at the ensuing AGM.

Details of Related Party Transaction Policy are provided in Corporate Governance Report.

ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return is hosted on the website of the Company - www.dai-ichiindia.com/investors .

CORPORATE GOVERNANCE:

In accordance with provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations''), a detailed report on Corporate Governance for the financial year ending on March 31, 2024, is included in the Annual Report. M/s. Vinod Kothari & Company, Practicing Company Secretaries, who are also the Secretarial Auditors of your Company, have certified that your Company is in compliance with the requirements of Corporate Governance in terms of Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance. RISK MANAGEMENT POLICY:

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Vigil Mechanism/ Whistle Blower Policy of the Company is available on the Company''s website at www.dai-ichiindia.com/investors.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the financial year 2023-24, there were no complaints with allegations of any sexual harassment received or reported. CREDIT RATING:

The Company''s Banking loan facilities are rated by CRISIL Rating Limited (CRISIL). During the F.Y 2023-24, CRISIL has reviewed our company''s credit rating and has provided their review letter, wherein our short term rating is re-affirmed as CRISIL A4 and the long term rating has been upgraded to CRISIL BB /Stable.

UNPAID AND UNCLAIMED AMOUNTS OF DIVIDEND TO IEPF:

The dividend amount for the Financial Year 2016-17 remaining unclaimed shall become due for transfer to the Investor Education and Protection Fund established by the Central Government in terms of Section 124 of the Companies Act, 2013 on expiry of 7 (Seven) years from the date of its declaration.

The Company has sent reminders to all such Shareholders at their registered addresses for claiming the unpaid/unclaimed dividend, which will be transferred to IEPF in the due course, details of which are also uploaded on the website of the company www.dai-ichiindia.com/investors.

TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) ACCOUNT:

The Company has sent reminders to those Shareholders who have not claimed their dividend for consecutive period of 7 (Seven) financial years, at their registered addresses and newspaper advertisement was published for claiming such unclaimed and unpaid dividends. The Company, accordingly will transfer such shares to Investor Education and Protection Fund (IEPF), who have not claimed the dividend for consecutive period of 7 (Seven) years since dividend declared for the financial year 2016-17. The details of which are also uploaded on the website of the company at www.dai-ichiindia.com/investors.

The Company is in compliance with the aforesaid provisions and the IEPF Rules.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS:

During the financial year under review, there are no significant and material orders passed by the regulators or courts or tribunals which impact the Company''s going concern status and its operations in the future.

PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE:

ONE-TIME SETTLEMENT:

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year under review, the Company has complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India, as amended from time to time and notified by the Ministry of Corporate Affairs of India.

LISTING:

The Equity Shares of your company are presently listed on BSE Limited and the Company has paid the annual listing fees for the financial year 2024-25.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution made by the employees of the Company at all levels. The Directors wish to convey their appreciation to the Banks, dealers and other business associates and the Shareholders for their continuous trust and support.

CAUTIONARY NOTE:

For and on behalf of the Board

Place : Mumbai Mrs. Shernaz Vakil Ms. Meher Vakil

Date : May 27, 2024 Chairperson & Whole-time Director Managing Director

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the Fifty - Eighth Annual Report together with the audited accounts for the year ended March 31, 2018.

FINANCIAL RESULTS: (Rs. in Lakhs)

Particulars	As on 31st March, 2018	As on 31st March, 2017
Gross Revenue from operations	15,121	13,398
Net Revenue from operations	14,911	12,598
Other Income	354	1,215
Total Income	15,475	14,613
PBDIT	2,098	2,961
Profit before tax	1,637	2,749
Earnings per equity share:
Basic and Diluted (Rs. 10/- each)	16.08	28.03
Book Value of Shares (â)	186.40	173.93

The Company has adopted âInd ASâ with effect from 1st April 2017. Financial statements for the year ended 31st March, 2017 have been re-stated to conform to Ind AS. Note 3 to the financial statement provides additional information on the transition to Ind AS.

DIVIDEND:

The Directors are pleased to recommend a dividend of Rs. 2.50 per equity share of Rs. 10/- each for the year ended 31st March, 2018. The dividend payout will aggregate to Rs. 186.28 lakhs and the tax on distributable profits payable by the Company would amount to Rs. 38.30 lakhs.

Financial Performance:

The net revenue from operations for the Company stood at Rs. 14,911 lakhs. An increase of approximate 18% from the previous year. The PBT of the company has reduced due to the effect of change in method of valuing investments as per Ind AS, higher depreciation for Dahej plant which started its first phase of operations in January 2018 and reduction in dividend received.

Sector wise Performance:

Speciality chemicals add value to any finished product and therefore are higher in value, lower in volume and require strong knowledge of the product and its applications. Dai-ichi is majorly focused on the following end use applications: -

Paints, Textiles, Oil Field, Agro, Construction and other areas that require the use of emulsifiers and surfactants.

The companyâs focus on excellence in performance in these areas, allows for differentiation based on quality and effectiveness. The increased use of specialty surfactants and bio surfactants has allowed the company to use its application knowledge to develop greater and more effective products. Customized offerings that provide differentiation to the finished products of our customers is the companyâs main focus.

The net sales revenues of the company grew by approx. 18% over last year with the strongest growth in the Oil field sector, as well as in chemicals for the Construction industry. The year started slowly gaining momentum into the fourth quarter.

Some order deferrals in the oil field chemical sector in the second quarter were compensated by a huge surge in demand in quarter III and IV for export of these products.

With a strong product portfolio in the domestic market in end use applications of Rayon, Construction and Agro and with new product launches in the last quarter of the year, the new financial year will see strong focus in these markets.

We plan to grow the emulsifier business for Agro Chemicals by 40% in the coming year.

In addition, we will see substantial organic growth in the Construction Chemical area.

In the Oil field sector, we continue to work with our partners, Nalco Champion to develop cost competitive products for their operations worldwide. We anticipate that over the next 2-3 years we will consolidate this business & become their preferred supplier.

Exports to the refinery sector saw a very major increase, boosting the revenues and bottom line of the company.

The Paint and Construction sectors have seen a growth of 20% over the previous year and could see similar momentum in the new year if some newer innovative products are commercialised as planned.

DAHEJ Plant:

The beginning of the calendar year saw the start-up of Phase I of our Dahej Plant. Since then the plant has been regularly exporting our oil field products to the Asia Pacific Markets. In the past 3 months it has been our endeavour to stabilize and ramp up operations.

Phase II is in the process of pre-commissioning and commercializing activities. Our Ethoxylation facility is currently going through technical trials with our Swiss technology partner, Buss Chemtech AG.

Dahej when fully functional will double the capacities of our Pune plant, manufacturing diverse products to world class standards for the specialized needs of our customers. The vision & aspiration for building the Dahej plant was to set up a world class facility focused on safety and the environment. This Facility capitalizes on the available technology and expertise of the Company built over 50 years, to develop customized need-based offerings to the market. In addition, the new Buss Technology will allow the company to differentiate its Ethoxylates, whilst manufacturing with minimum by-products and improved yields. Products manufactured are close to zero dioxane content after the post treatment.

The plant is equipped with a state-of-the-art Swiss Technology- âBuss Loop Reactorâ - the 1st of its kind in India. The gas dispersion in a liquid, without any moving parts inside the reactor, makes this the safest technology for an ethoxylation process.

The 300 KLD effluent treatment plant has primary, secondary and tertiary treatment units. The treatment plant has the State of Art âMembrane Bio Reactorâ technology (Huber Membranes) for separation. The treated water will be complexly recycled within the premises and has a Zero Liquid discharge unit.

The Dahej site facilitates the manufacture of our current product portfolio with significantly higher capacities whilst strengthening our range in newer markets like Agro & Personal care.

Working Capital Management:

The significant ratios of the Company such as Ratio of Inventory to Sales is 12.95%, Receivable to Sales is 20.03% and Net Working Capital to Sales is 18.94%.

The working capital was rotated 4 times in the year, showing effective working capital management.

The Company has made arrangement of loan facilities from Banks for Rs. 92 Crores for its Dahej project, of which Rs. 65 Crores are utlised till 31st March, 2018 for payments related to Dahej.

JOINT VENTURE / ASSOCIATE/ SUBSIDIARY COMPANIES:

The Company has a Joint venture with CTI Chemicals Asia Pacific Pte. Ltd., an Ecolab Company in Nalco Champion Dai - ichi India Private Ltd., in the ratio of 50:50.

As on March 31, 2018, the Company has one subsidiary, Dai-ichi Gosei Chemicals (India) Limited. The Company continues to be a dormant company.

The Annual accounts of the subsidiary company are placed on the website of the Company and will be provided to the members on request.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and applicable Accounting Standards, the Consolidated Financial Statements of the Company with its Joint Venture Company, Nalco Champion Dai - ichi India Pvt. Ltd and Subsidiary Company, Dai-ichi Gosei Chemicals (India) Limited., duly audited by the Statutory Auditors are attached to the financials.

Statement containing salient features of the financial statement of subsidiary/ associate company/ joint venture are attached to the financials.

DIRECTORS:

Mr. A. H. Jehangir retires from the Board of Directors by rotation, in pursuance of the provisions of the Companies Act, 2013 and Articles of Association of the Company. Being eligible for reappointment, he has offered himself for re - appointment. The Board of Directors recommends his re-appointment.

The information required to be furnished under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & Secretarial Standards is given in the Notice of the 58th Annual General Meeting.

The Members of the Company had appointed Dr. Anil Naik, Mr. Kavas Patel and Mr. Keki Elavia as Independent Directors under the Companies Act, 2013 for a period of 5 years for a term upto 31st March, 2019. All Independent Directors have given declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORSâ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a) In the preparation of the annual accounts, for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2018 and of the profit and loss of the company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a âgoing concernâ basis;

e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively;

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

DETAILS OF INTERNAL FINANCIAL CONTROLS:

The Board of Director have laid down Internal Financial Controls within the meaning of the explanation to Section 134(5)(e) (âIFCâ) of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Companyâs operations.

BOARD EVALUATION:

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

During the year under review, the Company has undertaken CSR activities through different Implementing Agencies in the areas of Health Care including Palliative Health Care and Childhood Cancer Treatment, Education, Sanitation and Conservation of Environment.

Aid is provided to needy patients suffering from chronic diseases such as Renal failure, Cancer, Heart diseases, Lung diseases etc. Scholarships / Fees sponsorships are provided to the needy and deserving students.

Detailed report on CSR is annexed to the report as âAnnexure Aâ.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED:

Human Resource plays an instrumental role in securing the future success of Organization. Human Resource Development is guided by long-term vision of creating an environment where employees can thrive for and are enabled to deliver sustainable organizational performance.

We retain, develop and continue to attract people with the requisite skills to help shape a better organization and foster employeesâ engagement and motivation throughout the implementation process.

The Company pursues multiple developmental initiatives and ongoing training programs to reinforce a high-performance work ethic. Performance-based recognition drives companyâs culture of achievement and excellence.

The Companyâs Human Resource Policy over the years has resulted in a very low attrition ratio. All manpower requirements are assessed and filled in a timely manner. The Company has a sound knowledge pool of experienced employees, which helps it to maintain consistency in performance across all disciplines. It has built a team of dedicated employees, who work with commitment and a sense of belonging towards the growth of the Company.

Following areas are given special attention to enhance performance of the employees;

- Succession plan based training programs to fill the Knowledge gap.

- Dai-ichi Employee Engagement Program (DEEP).

- Career growth plan through annual assessment.

- Supporting employment related legislative compliance.

- Promoting excellence in human resource management.

- Internal External Training Program.

- The promotion of an atmosphere of mutual respect, fairness and concern.

- Company has extended its facility for Apprentice Scheme, to needy and economical weak youths for pursuing special industrial training.

As on 31st March 2018, the total number of employees on the payrolls of the company at all the locations was 220.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

AUDITORS:

STATUTORY AUDITORS:

M/s. B S R & Co. LLP were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 57th Annual General Meeting upto the conclusion of 62nd Annual General Meeting of the Company. The Auditors Report for the year under review does not contain any qualifications, reservations or adverse remarks.

INTERNAL AUDITORS:

M/s. B.K. Khare & Co., Chartered Accountants, are the Internal Auditors of the Company. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal Auditors.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kaushik M. Jhaveri & Co., a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the F.Y 2017-18 is annexed herewith as âAnnexure Bâ.

COST AUDITORS:

As per Section 148 of the Act read with the Companies (Cost Records and Audits) Rules, 2014, the Board of Directors approved the appointment of Mr. S.G. Jog, Cost Accountant, (Membership no. 5599), Pune as the Cost Auditor to conduct audit of the cost records of the Company for the financial year ending March 31, 2018 & March 31, 2019.

The remuneration payable to the Cost Auditor has to be ratified by the Members of the Company. Accordingly, the matter relating to ratification of the remuneration payable to the Cost Auditor for the financial year ending March 31, 2018 & March 31, 2019 is being placed at the 58th AGM.

DETAILS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not provided any loan or given any guarantee / security to any person.

Details of investment made by the Company are provided in the financial statements, under Investment Schedule.

PARTICULARS OF CONTRACTS AND ARRANGEMENT COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

All Related Party Transactions that were entered into during the financial year were on an armâs length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would require Shareholder approval under the Listing Regulations.

The Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Details of Related Party Transaction Policy are provided in Corporate Governance Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT 9 is annexed herewith as âAnnexure Câ.

CORPORATE GOVERNANCE:

As per Regulation 15 of SEBI Listing Regulations, applicability with respect to provisions of Corporate Governance is not mandatory to the Company. The Company has been complying with the provisions on voluntary basis.

A separate report on Corporate Governance is attached as a part of the Annual Report along with the certificate from Practicing Company Secretary on its compliance.

LISTING:

The Equity Shares of your company are presently listed on BSE Ltd. and the Company has paid the annual listing fees for the financial year 2018-2019.

HEALTH, SAFETY & ENVIRONMENT:

Health, Safety & Protection of the Environment are the priority areas for the Company. The Company continues to put special emphasis in this area at every stage, from conception and design of new products, optimization of process, to commercial manufacturing and delivery of goods to the customers. The Company has successfully completed DNV-GL Periodic Audit of ISO 14001:2015 & OHSAS 18001:2007 and Certification Audit of ISO 9001:2008.

(a) Health:

A special committee ensures good sanitation and hygienic condition in the plant and canteen. Medical examination of all the employees is carried out annually. Six monthly medical examinations are conducted for the employees who are working in Hazardous Areas. Health awareness trainings and programs are being conducted regularly.

(b) Safety:

Internal and External Safety Audit, regular inspections pertaining to risks and hazards for Ethoxylation/ Propoxylation process are carried out as per the provisions of Factories Act. PLC system has been installed for Ethoxylation/ Propoxylation process to ensure enhanced safety features and automation to nullify human errors. HAZOP Study and Hazard Identifications and Risk Analysis studies have been carried out for all processes.

Every year Safety week is celebrated from 4th March to 11th March during which competitions, lectures and training sessions are organized to inculcate and enforce the need for a safe working environment and Emergency Planning.

(c) Environment:

Regular environment monitoring carried out to ensure pollution levels for air and water are below the specified limits by the State Pollution Control Board. Strict adherence to environment rules is ensured by conducting inspections and environment audit. Environment programs and trainings conducted to inculcate a sense of conservation of environment.

Effluent Treatment Plant is upgraded and maintained and treated effluent is used in various processes, thus, increasing water conservation.

Sulphonation plant is also upgraded which has brought emission levels of Sulphur Trioxide (SO₃) & Sulphur Dioxide (SO₂) to a bare minimum.

INDUSTRIAL RELATIONS:

The wage agreement with the workers of the Company expired on 30th November 2008. As Conciliation proceedings before the Labour Commissioner, Pune for arriving at a settlement were not conclusive, the matter was referred to the Industrial Court, Pune for adjudication. The said reference was rejected by the Honâble Industrial Court for want of prosecution by the recognized union. The decision of the Industrial Court was challenged before the Mumbai High Court, the Court has upheld the decision of the Industrial Court. The matter was further challenged before the Honâble Supreme Court, the Supreme Court has remitted the matter back to the Mumbai High Court for certain issues.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 are annexed to this report as âAnnexure Dâ.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18;

- Number of complaints received: Nil

- Number of complaints disposed off: Nil ACKNOWLEDGEMENT:

CAUTIONARY NOTE:

Certain statements in the Directorsâ Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

For and on behalf of the Board

Mrs. S.F. Vakil

Chairperson & Managing Director

Place: Mumbai

Date: May 3, 2018

Mar 31, 2017

DIRECTORSâ REPORT

Dear Members,

The Directors have pleasure in presenting the Fifty - Seventh Annual Report together with the audited accounts for the year ended March 31, 2017.

FINANCIAL RESULTS:

Operational Performance	2017	2016
	(Rs, in millions)	(Rs,in millions)
Gross Revenue from operations	1339.76	1249.41
Less: Excise duty	80.04	86.10
Net Revenue from operations	1259.72	1163.31
PBDIT	259.12	236.98
EPS (Rs,)	23.95	20.91
Book Value of Shares (Rs,)	157.37	133.42

DIVIDEND:

The Directors are pleased to recommend a dividend of '' 3.00 per equity share of '' 10/- each for the year ended 31st March, 2017. The dividend payout will aggregate to '' 22.35 million and the tax on distributable profits payable by the Company would amount to '' 4.55 million.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

INDUSTRY STRUCTURE & DEVELOPMENT: OPPORTUNITIES AND THREATS, RISKS AND CONCERNS Business Environment Global Economic Outlook

The Business of Chemistry is applying science to support and enhance the quality of our lives. The chemical industry is continuously creating new processes and products to solve performance, safety, and efficiency issues, for diverse industry verticals.

The global specialty chemicals market is driven by a number of factors, including the growing demand from many end-user industries, e.g. for high performance and greener Coatings, or Specialties related to Shale gas production etc.

Construction chemicals, specialty polymers and Electronics chemicals hold the highest market segments, collectively accounting for about 30% of market share, due to the demand from their end user industries.

Since the Specialty Chemical sector encompasses such a large number of market subsectors, the global market is enormous valued at over $800 billion last year. As the global population grows from 7 billion to 9 billion in a few decades the chemical industry will be indispensable for their survival and improved living standards.

On the other hand, challenges from low crude oil prices and ever stringent environmental regulations governing specialty chemicals, have dampened the growth of this market globally.

Domestic Economic Outlook

The Indian Specialty Chemical Market is expected to reach $70 billion by 2020. In 2015, the Global Chemical Industry stood at $3.6 trillion, while the Indian Chemical Industry Stood at $144 billion. The Global Chemical Industry is expected to reach $4.5 trillion by FY17, while Indian Chemical Industry is forecast to reach $224 billion in fiscal 2017.

With projected annual growth of 7.5% in 2017-18, India will remain the fastest growing G20 economy despite the impact of demonetization, Brexit and Trump.

As the worlds key economies face a slowdown, India is recognized as the next driver of global economic growth in the coming decade, positioned as the top five fastest growing economies in the world.

As India emerges as a manufacturer and supplier of Specialty Chemicals there has been a major impact on the Global Specialty Chemical Industry. The wide capability of the Specialty Chemical Companies extends to all sectors and sub-sectors of the Specialty Chemical Market.

Driven by strong macro and micro factors, in the past 5 years, the Indian Specialty Chemical Industry, valued at $25 billion, grew at CAGR of 13% (1.9x Indian GDP growth), outpacing global growth.

Some of the key reasons for the growth of Specialty Chemical Industry in India is the increased demand of domestic consumption; changing customer behavior with increase in purchasing power; reduction in input costs due to sharp correction in crude oil prices, and softening of Chinese exports (due to stringent environmental regulations).

Low priced crude has already re-rated Indian specialty chemicals since mid-2014, though India''s disadvantages in feedstock position and lack of adequate infrastructure have hindered its progress into the big league, inspite of the otherwise favorable environment.

India''s large population base and its low per capita consumption of chemicals, together with a relatively strong GDP growth outlook, will sustain healthy domestic growth. Progress in key end-user industries domestically would support this growth. Growing urbanization (with 30% of the population living in cities) coupled with the growing aspirations of the youth, will catapult the need for specialty chemicals in certain sectors. Positive lifestyle changes and growing disposable income throw up incremental opportunities and above average growth.

Specialty chemicals enable Industry and Society in general to function at optimum levels. They affect almost all human activity and are an integral part of our day to day lives.

In India, this sector is growing at 12-15%. The Government of India initiatives such as Make in India, Swachh Bharat, Affordable housing, and Clean water, unlock a huge potential for the chemical industry to participate. The significant increase in infrastructure investments to close to 4 lakhs crores will have a multiplier effect on the economy and indirectly to the performance of the company.

Specialty Chemicals are normally performance based, and very often customized to the needs and applications of the customer. They are very often proprietary formulations that require a deep knowledge of the customer''s industrial applications and product needs. In addition, effective customer service is imperative, as very often the products are sold not only on specifications but also on performance parameters. Specialty chemicals are about margins rather than volumes, and the higher the value addition the greater the return.

In order to be successful in this market, it is imperative to have very close contacts with the major customers specifically with their R&D and technical departments.

It, therefore, stands to reason that innovation would be the key driver for the business and sustainability of specialty chemicals in the long run. Innovation is taking an existing idea or product and improving it through stages of development, leading finally to a commercially viable product. In addition, finding new applications for existing products is very much a part of the innovation spectrum.

As competition brings pressures one can reduce costs only through innovation whilst managing knowledge and by running more cost efficient and cost optimal businesses.

Technology and automation will reduce costs and boost profitability in sartorial performance.

Company Overview and Sustainable Growth Strategy

Dai-ichi Karkaria Limited is progressing towards being a global company serving customers across 3 continents, with innovation and sustainability at the core of its business. The company markets innovative products with greater customer centricity and technology led differentiation. The company is focusing on requisite capacity building to meet the critical success factors for long term value creation.

Through its digital interventions, the company is optimizing its operations, controlling critical processes and keeping costs at a minimum. The new CRM initiative, puts the customer in focus, ensuring that their needs are serviced in a cost efficient and timely manner.

The company is a consistent performer in niche market segments and aims to capture new markets with our future expansion plans.

Ability to execute: With the help of multipurpose manufacturing plants designed to allow high degrees of flexibility, essential to meet varied and stringent needs of customers, along with an R&D centre equipped with advanced technology, the company has carved out a specific niche of expertise in manufacturing performance based products, and developed an ability to synthesize well defined, meaningful products using newer cost effective processes. To create a sustainable and profitable business model requires the right mix of innovative new products that challenge the R&D department every year.

Financial Performance

The total Sales revenue for the company stood at Rs, 1340 million. An increase of approximate 7% from the previous year. PBT rose to Rs, 24 crores against Rs, 21 crores in the last year an increase of approximately 14%.

Sector wise Performance:

The last quarter of the year ended on a positive note with the effects of demonetization waning. The resumption of Industrial growth signalled that the worst was over.

Though certain sector like Paints, Adhesives showed an upward trend, the company showed lack luster performance in the Textile segment.

The overall business grew well in certain sectors like Paints, Coatings and Neat surfactants (ethoxylates) used in Metal cleaning and the Dyestuff Industries, which showed growth of 15%-17%.

The company doubled its sales in the Lube oil sector and showed continuous growth in its exports of oil field chemicals to its Joint Venture partner.

The major downturn has come from the Textile sector where the company lost some business with a Key Rayon customer but is poised to regain this business with new, value added offerings this year.

In addition, in Spin finishes the company has taken time to recover from the competition from Japan, and is now faced with competition from smaller players. We plan to strengthen the application development and technical service divisions to capture more players in this segment, instead of limiting our scope only to the big units.

The company''s businesses did face a slowdown in the third quarter due to the trailing impact of demonetization that affected the end user customers. However, the fourth quarter has shown a sharp rebound, and considerable interest from customers for the company''s newer generation APEO free products that are mandatory for export markets.

There has been some impact on the company''s business with its Joint Venture partner Nalco Champion, due to the continuously low crude oil prices. Lower crude oil prices which had marginally impacted expansions in the oil sector, last year, are now of some concern. Whereas it was felt that due to organic growth and the growing energy requirements of certain Asian countries, the prices of crude oil would not impact future expansions, there seems to be a definite slowdown, and deepening caution. As a result, the large volume increases the company was expecting in this area have failed to materialize. However, there has not been any major decrease in this business for the company and we expect to maintain or experience slightly higher growth for the business in the coming year.

The Polyacrylamide business at the Kurkumbh plant has shown some growth, now that the mining sector is operational again. The company has shown a volume growth of over 20%, which is an encouraging sign after two years of negative growth. The reopening of the mines and improvement in the steel and iron ore markets, auger well for the coming year. In addition, new applications in sand making, and the trend for sludge dewatering will increase the demand for flocculants in the market. With strategic focus on defined product applications and innovative pricing models, the company will strengthen its presence in this market.

The company''s construction chemical business is progressing well. Recently there have been some major break through in this area, which should result in enhanced product portfolio in the coming year.

Dahej Project:

The Dahej project is underway and in execution phase with civil and mechanical activities in full swing. Production activity is likely to begin in November 2017 and full capacity would be achieved by April 2018. The total investment for the project is estimated at Rs, 168 crores. The Company has gone ahead with the best in class swiss technology, augmenting its capability to manufacture a wider range of products with better yields, quality, productivity and conversion costs. Also, the plant is advantageously located in a chemical zone (Petroleum, chemicals and petrochemical investment region - PCPIR), which will help in reducing transportation and handling costs.

Working Capital Management:

The significant ratios of the Company such as Ratio of Inventory to Sales is 12.92%, Receivable to Sales is 16.28%, and Net Working Capital to Sales is 21.82%.

The working capital was rotated 4 times in the year, showing effective working capital management. Funds surplus to the operational requirements have been invested in safe and relatively risk free instruments to earn a reasonable return.

JOINT VENTURE / ASSOCIATE/ SUBSIDIARY COMPANIES:

Joint Venture Company - Nalco Champion Dai-ichi India Private Limited (formerly known as Champion Dai-ichi Technologies India Ltd.)

The Company has a Joint venture with CTI Chemicals Asia Pacific Pte. Ltd., in the ratio of 50:50.

Key Performance Indicators for the year under review, of the Joint Venture Company are as under:

Particulars	(Rs, in millions)
Turnover	1087.71
Profit Before Tax	127.50
Net Profit	80.08
Earnings per share (Rs,)	35.59

ANNUAL REPORT OF SUBSIDIARY COMPANY:

As on March 31, 2017, the Company has only one subsidiary, Dai-ichi Gosei Chemicals (India) Limited. The Company continues to be a dormant company.

The Annual accounts of the subsidiary company are placed on the website of the Company and will be provided to the members on request.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and applicable Accounting Standards, the Consolidated Financial Statements of the Company with its Joint Venture Company, Nalco Champion Dai - ichi India Pvt. Ltd and Subsidiary Company, Dai-ichi Gosei Chemicals (India) Limited., duly audited by the Statutory Auditors are attached to the financials.

Statement containing salient features of the financial statement of subsidiary/ associate company/ joint venture are attached to the financials.

DIRECTORS:

The information required to be furnished under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & Secretarial Standards are given in the Notice of the 57th Annual General Meeting.

DIRECTORSâ RESPONSIBILITY STATEMENT:

(a) In the preparation of the annual accounts, for the financial year ended March 31, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2017 and of the profit and loss of the company for that period;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a âgoing concern'' basis;

(e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively;

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

DETAILS OF INTERNAL FINANCIAL CONTROLS:

The Board of Director have laid down Internal Financial Controls within the meaning of the explanation to Section 134(5)(e) (âIFCâ) of the Companies Act, 2013. The Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Board has carried out an annual performance evaluation of its own performance, individual directors and its committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

During the year under review, the Company has undertaken CSR activities through different Implementing Agencies in the areas of Health Care including Palliative Health Care, Education, Sanitation and Conservation of Environment.

Detailed report on CSR is annexed to the report as âAnnexure Aâ.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED:

We retain, develop and continue to attract people with the requisite skills to help shape a better organization and foster employees'' engagement and motivation throughout the implementation process.

Following areas are given special attention to enhance performance of the employees;

- Succession plan based training programs to fill the Knowledge gap.

- Employee engagement activity.

- Career growth plan through annual assessment.

- Supporting employment related legislative compliance.

- Promoting excellence in human resource management.

- The promotion of an atmosphere of mutual respect, fairness and concern.

- Company has extended its facility for AAP Scheme, needy and economical weak youths for pursuing special industrial training.

As on 31st March 2017, the total number of employees on the payrolls of the company at all the locations was 215. MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

AUDITORS:

STATUTORY AUDITORS:

M/s. Deloitte Haskins & Sells LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) were appointed as Statutory Auditors of the Company from the conclusion of 54th Annual General Meeting upto the conclusion of 57th Annual General Meeting of the Company. In view of completion of the prescribed term of M/s. Deloitte Haskins & Sells LLP on the recommendation of Audit Committee and Board of Directors, it is proposed to appoint M/s. BSR & Co. LLP Chartered Accountants (Firm Registration No. 101248W/W-100022), as the Statutory Auditors of the Company, for a period of five consecutive years from conclusion of the 57th AGM till the conclusion of 62nd AGM of the Company, subject to ratification by Members at every AGM.

M/s. BSR & Co. LLP have provided their consent to the said appointment and confirmed that their appointment, if made, will be within the terms and limits specified under the provisions of Companies Act, 2013.

INTERNAL AUDITORS:

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kaushik M. Jhaveri & Co., Practicing Company Secretaries (COP 2592) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the F.Y. 2016 - 17 is annexed herewith as âAnnexure Bâ. There are no qualifications or adverse remarks in their Report.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has appointed Mr. S.G. Jog, Cost Accountant, (Membership no. 5599), Pune as Cost Auditors of the Company for the financial year 2016-17.

DETAILS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not provided any loan or given any guarantee / security to any person.

Details of investment made by the Company are provided in the financial statements, under Investment Schedule. These investments are made by the Company in ordinary course of business, out of the surplus funds presently available with the Company, in view of getting an effective return.

PARTICULARS OF CONTRACTS AND ARRANGEMENT COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Details of Related Party Transaction Policy are provided in Corporate Governance Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT 9 is annexed herewith as âAnnexure Câ.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached as a part of the Annual Report along with the certificate from Practicing Company Secretaries on its compliance.

LISTING:

The Equity Shares of your company are presently listed on BSE Ltd. and the Company has paid the annual listing fees for the financial year 2017-2018.

HEALTH, SAFETY & ENVIRONMENT:

Health, Safety & Protection of the Environment are the priority areas for the Company. The Company continues to put special emphasis in this area at every stage, from conception and design of new products, optimization of process, to commercial manufacturing and delivery of goods to the customers. Recently company has successfully completed DNV-GL Periodic Audit of ISO 14001:2015 & OHSAS 18001:2007 and Certification Audit of ISO 9001:2008.

(a) Health:

(b) Safety:

Internal and External Safety Audit, regular inspections pertaining to risks and hazards for Ethoxylation/ Propoxylation process are carried out as per the provisions of Factories Act.

New PLC system has been installed for Ethoxylation/ Propoxylation process to ensure enhanced safety features and automation to nullify human errors. HAZOP Study and Hazard Identifications and Risk Analysis studies have been carried out for all processes.

Regular environment monitoring carried out to ensure pollution levels for air and water are below the limits specified by the State Pollution Control Board. Strict adherence to environment rules is ensured by conducting inspections and environment audit. Environment programs and trainings are conducted to inculcate a sense of conservation of environment.

Effluent Treatment Plant is upgraded and maintained and treated effluent is used in various processes, thus, increasing water conservation.

Sulphonation plant is also upgraded which has brought emission levels of Sulphur Trioxide (SO₃) & Sulphur Dioxide (SO₂) to a bare minimum.

INDUSTRIAL RELATIONS:

The wage agreement with the workers of the Company expired on 30th November 2008. As Conciliation proceedings before the Labour Commissioner, Pune for arriving at a settlement were not conclusive, the matter was referred to the Industrial Court, Pune for adjudication. The said reference was rejected by the Hon''ble Industrial Court for want of prosecution by the recognized union. The decision of the Industrial Court was challenged before the Mumbai High Court, the Court has upheld the decision of the Industrial Court. The matter is further challenged and is now pending before the Hon''ble Supreme Court.

Considering the prolonged judicial process and financial hardships that workers face, the Company together with some of the workers has taken initiative to come to an amicable solution and have signed individual wage rise settlements for the period from December 2013 to November 2017. 70% workers have willingly accepted the same and have received the benefits of the wage settlement.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 are annexed to this report as âAnnexure Dâ.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 :

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17;

- No of complaints received: Nil

- No of complaints disposed off: Nil ACKNOWLEDGEMENT:

CAUTIONARY NOTE:

For and on behalf of the Board

Mrs. S.F. Vakil

Chairperson & Managing Director

Place: Mumbai

Date : May 5, 2017

Mar 31, 2016

Dear Members,

Your Directors have pleasure in presenting the Fifty - Sixth Annual Report together with the audited accounts for the year ended March 31, 2016.

FINANCIAL RESULTS:

Operational Performance	2016	2015
	(Rs. in millions)	(Rs. in millions)
Gross Revenue from operations	1249.41	1116.63
Less: Excise duty	86.10	93.93
Net Revenue from operations	1163.31	1022.70
PBDIT (before exceptional item)	236.98	159.66
PBDIT (after exceptional item)	236.98	234.19
EPS ('')	20.91	19.84
Book Value of Shares ('')	133.42	116.13

DIVIDEND:

The Board of Directors in its meeting held on March 16, 2016 declared and paid an Interim Dividend of Rs. 3/- per equity share of face value of Rs. 10/- each for the F.Y. 2015-16. The dividend payout aggregated to Rs. 22.35 million and the tax on distributable profits payable by the Company amounted to Rs.4.55 million. The Board of Directors has not recommended any final dividend on the equity shares and considered the above Interim Dividend as final dividend for the financial year ended March 31, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The year 2015 has proved challenging for India specifically on the weather front, with deficient monsoons and drought at one end, and unseasonal rain and devastating floods at the other.

Adapting to climate change and building sustainable and relevant agricultural systems would strongly relate to a healthier economy. Sustainability through improvements in efficiency and a focus on environmental issues and through addressing opportunities that climate change and evolving eco systems bring.

Despite being the world''s fastest growing economy the country, is far from achieving the Sustainable Development Goals adopted in 2015. Whilst India has 17% of the world''s population it is home to 31.5% of the world''s extremely poor and nothing but transformative change that balances economic growth with conservation, beyond mere convenience, can turn the tide. The chemical industry has the power and opportunity to influence and advance the human condition towards a sustainable society and planet.

Current challenges in the economy, with lower than anticipated growth and serious reduction in private investment (as banks saddled with stressed assets are unable to lend) together with slack global demand, have dampened earlier growth estimates.

In addition earlier challenges of poor infrastructure and port facility, complex tax and duty structures have not been overcome.

However, the reduction in crude oil prices has allowed the government to reduce the fiscal deficit and bring inflation under control.

It remains to be seen whether the country is really in a state of sustainable recovery and whether we can continue to be the fastest growing economy in the world.

In addition the past year saw serious reduction in growth of several core infrastructure industries. Crude oil, coal, steel and cement all saw a slowdown in 2015-16. Industrial production declined by 1.8% in June 2016 against a growth of 2.8% in the previous year.

According to IIP data the chemical industry recorded negative growth of 2% in January 2016.

In the coming financial year the Indian economy is slated to grow at 7.6% inspite of poor global demand and the reduction in exports seen over the previous year. This growth would be consumption driven, and therefore sufficiently sustainable. This would result in a surge of consumption for Specialty Chemicals.

It is predicted that the Specialty Chemical market which is currently USD 30 Billion will grow to a level of USD 80 Billion by 2023.

With growth estimates of 14% CAGR the Specialty Chemical industry is expected to grow much faster than India''s GDR The vast potential for growth for the finished products from the chemical sector can be envisaged by comparing the per capita consumption of these products against world averages. Compared to developed markets the usage of Specialty Chemicals in India is fairly low.

Most Specialty Chemical companies in India have asserted their domestic presence by designing and developing products that are very specific to the performance needs of an industrial application for a particular customer/ customers.

Dai-ichi has established and positioned itself in this way in developed areas like the Oil field sector, the Rayon industry and the Paint industry by understanding the customer''s needs in full, and designing niche products to meet these performance specifications.

Financial Highlights

The total Sales Revenue for the company was Rs. 1249 million. Once again, there was only marginal growth in certain industrial segments, due to the challenges faced by our customers during the year. However, on the export front the company has more than doubled sales as compared to last year.

The enhanced profit from operations has come from change in product mix and consequent reduction in RM consumption and enhanced export sales.

Sector wise Performance:

There continues to be poor growth in the traditional businesses of the company, as most customers were facing a slow down due to the state of the global economy, and the vagaries of consumer demand (affecting the sales of Specialty Chemical companies supplying to the chemical sector that face the consumer.)

In addition the impact of lowered crude oil prices resulted in lower raw material prices, alerting all customers to ask for discounts in pricing.

The Company''s business with its J V partner NALCO CHAMPION has grown both domestically, but especially where exports are concerned. Our ability to continuously develop and formulate products that are crude specific and meet the performance needs of the customer have allowed us to enhance business in this area substantially. The lower prices of crude oil have marginally impacted expansions and delayed projects in the Oil sector, but the impact of this on the company has not been noticeable so far.

The Company''s Polyacrylamide plant at Kurkumbh has once again seen a poor year as it faced customer resistance from the Mining and Coal sectors and aggressive competition in the Sugar sector. The company''s efforts to export product are receiving limited success so far. The company now is looking for a strategic relationship with an International player to support its presence in this field.

The Company''s expansion at Dahej has received environmental clearance earlier this year and the company is in the process of awarding contracts to its Technology supplier as well Engineering Consultants.

It is expected that by the second/ third quarter next year some of the crucial plants would be operational at Dahej.

At this time as the company contemplates doubling its capacity and setting up state of the art, new facilities at Dahej, it is strengthening its portfolio of products to include greener products and processes not only in its present area of focus viz Paints Coatings and Textile, but also in looking at new areas where its ability to synthesise well defined and meaningful products using newer processes and technologies will be recognized. Slowly the company''s new specialty products which were being stalled by customers as being too expensive are now being accepted and introduced into the market. The company''s array of products in the area of Emulsion Polymersation and Paints are slowly gaining recognition as reputed paint companies are including these products in their main stream offerings. Requirement of water based Paints & Coatings and the requirements of APEO free products speeded up the development of several new anionic and non ionic surfactants. So also a number of reactive & polymerizable surfactants specifically for exterior coating could be successfully launched. As time goes this segment should see phenomenal growth for which new generation polymerizable surfactants are also being targeted. The company could develop several surfactant formulations for making micro emulsion in the areas of Amino silicone oil, PDMS silicone oil and Diesel-water micro emulsion for static diesel engines.

The R&D developed super emulsifiers for pigment emulsions for Textile Printing:

1) APEO free surfactants

2) In the areas of pigment purification and processing

The company has worked on APGs which are based on natural resources. More work is at hand to further the progress in this area.

Another area of achievement are products for Construction Industry. A major breakthrough was in the development of clinker saver and strength enhancer for cement manufacturing followed by Super Plasticizers for High Strength self compacting Cement Concrete.

Working Capital Management:

The significant ratios of the Company such as Ratio of Inventory to Sales is 10.70%, Receivable to Sales is 15.79%, and Net Working Capital to Sales is 28.28%.

The working capital was rotated 3 times in the year, showing effective working capital management. Funds surplus to the operational requirements have been invested in safe and relatively risk free instruments to earn a reasonable return.

JOINT VENTURE / ASSOCIATE/ SUBSIDIARY COMPANIES:

Joint Venture Company - Nalco Champion Dai-ichi India Private Limited (formerly known as Champion Dai-ichi Technologies India Ltd.)

To identity the association of the Joint Venture Partner Champion with the NALCO CHAMPION group, the Joint Venture Company is now called Nalco Champion Dai - ichi India Private Limited w.e.f. September 1, 2015. The Joint Venture is held in the ratio of 50:50

Key Performance Indicators for the year under review, of the Joint Venture Company are as under:

Particulars	(Rs. in millions)
Turnover	1667.29
Profit Before Tax	349.07
Net Profit	227.35
Earning per share	Rs.101.04/-

Annual report of subsidiary company:

As on March 31, 2016, the Company has only one subsidiary, Dai-ichi Gosei Chemicals (India) Limited. The Company continues to be a dormant company.

The Annual accounts of the subsidiary company are placed on the website of the Company and will be provided to the members on request.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and applicable Accounting Standards, the Consolidated Financial Statements of the Company with its Joint Venture Company, Nalco Champion Dai - ichi India Pvt. Ltd and Subsidiary Company, Dai-ichi Gosei Chemicals (India) Limited., duly audited by the Statutory Auditors are attached to the financials.

Statement containing salient features of the financial statement of subsidiary/ associate company/ joint venture are attached to the financials.

DIRECTORS:

The Board of Directors have subject to the approval of shareholders re-appointed Mrs. S. F. Vakil as Chairperson & Managing Director of the Company for the period from April 1, 2016 to March 31, 2019.

The Members of the Company had appointed Dr. Anil Naik, Mr. Kavas Patel and Mr. Keki Elavia as Independent Directors under the Companies Act, 2013 for a period of 5 years for a term upto March 31, 2019. All Independent Directors have given declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORSâ RESPONSIBILITY STATEMENT:

(a) In the preparation of the annual accounts, for the financial year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2016 and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

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

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF INTERNAL FINANCIAL CONTROLS:

The Board of Directors have laid down Internal Financial Controls within the meaning of the explanation to Section 134(5)(e) (âIFCâ) of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

BOARD EVALUATION:

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

During the year under review, the Company has undertaken CSR activities through an Implementing Agency in the areas of promoting health care including preventive healthcare and promoting education, including special education.

Detailed report on CSR is annexed to the report as âAnnexure Aâ.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED:

The Company''s Human Resource Policy over the years has resulted in a very low attrition ratio of less than 1% per annum. All manpower requirements are assessed and filled in a timely manner. The Company has a sound knowledge pool of experienced employees, which helps it to maintain consistency in performance across all disciplines. It has built a team of dedicated employees, who work with commitment and a sense of belonging towards the growth of the Company.

We continuously strengthen our HR practices to create a knowledge-driven work environment that provides equal opportunities to all our employees. We value innovation, creativity and diversity throughout our organization. We pursue multiple developmental initiatives and ongoing training programmes to reinforce a high performance work ethic. Performance-based recognition drives company''s culture of achievement and excellence.

Following areas are given special attention to enhance performance of the employees.

- Identification of training & development needs and up gradation of job specific skills

- Compensation, recognition & rewards

- Career growth plan through annual assessment

- Supporting employment related legislative compliance

- Promoting excellence in human resource management

- The promotion of an atmosphere of mutual respect, fairness and concern

- Company has extended its facility for âOJTâ under Learn & Earn scheme âto the rural, needy and economical weak youths for perusing special skills and higher education.

- All HR policies and Procedures are designed & documented.

As on March 31, 2016, the total numbers of employees on the payrolls of the company at all the locations are 219.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

AUDITORS:

STATUTORY AUDITORS:

M/s. Deloitte Haskins & Sells LLP, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 54th Annual General Meeting upto the conclusion of 57th Annual General Meeting of the Company, subject to ratification of members at every Annual General Meeting. Being eligible, it is recommended to ratify the appointment of M/s. Deloitte Haskins & Sells LLP in this Annual General Meeting to audit the accounts of the Company for the financial year 2016 - 2017.

INTERNAL AUDITORS:

SECRETARIAL AUDITORS:

COST AUDITORS:

DETAILS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not provided any loan or given any guarantee / security to any person.

The funds shall be utilized for implementation of Dahej Project, in near future.

PARTICULARS OF CONTRACTS AND ARRANGEMENT COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

All transactions entered into with Related Parties are in the ordinary course of business and are at arm''s length. Details regarding transactions entered into with related parties are provided in the notes to accounts.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Details of Related Party Transaction Policy are provided in Corporate Governance Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT 9 is annexed herewith as âAnnexure C''.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached as a part of the Annual Report along with the certificate from Practicing Company Secretaries on its compliance.

LISTING:

The Equity Shares of your company are presently listed on BSE Ltd. and the Company has paid the annual listing fees for the financial year 2016-2017.

HEALTH, SAFETY & ENVIRONMENT:

Health, Safety & Protection of the Environment is the priority areas for the Company. The Company continues to put special emphasis in this area at every stage, from conception and design of new products, optimization of process, to commercial manufacturing and delivery of goods to the customers. Recently company has successfully completed DNV-GL Certification Audit of ISO 14001:2015 & OHSAS 18001:2007. The certificates will be awarded soon.

(a) Health:

(b) Safety and Environment:

Safety Audit and HAZOP STUDY report for Ethoxylation/ Propyxlation process are carried out as per the provisions of Factories Act.

Due to changes in the factory lay out, On - Site Emergency Plan, Factory Site Layout plan and Factory elevation plan are updated and approved by Director of Industrial Safety & Health, Pune.

Effluent Treatment Plant is upgraded and maintained, in order to use the treated effluent in various processes, thus, increasing water conservation.

Sulphonation plant is also upgraded which has brought emission levels of Sulphur Trioxide (SO₃) & Sulphur Dioxide (SO₂) to a bare minimum.

INDUSTRIAL RELATIONS:

The wage agreement with the workers of the Company expired on 30th November 2008. As Conciliation proceedings before the Labour Commissioner, Pune for arriving at a settlement were not conclusive, the matter was referred to the Industrial Court, Pune for adjudication. The said reference is rejected by the Hon''ble Industrial court for want of prosecution by the recognized union. The decision of the Industrial Court was challenged before the Mumbai High Court, the Court has upheld the decision of the Industrial Court. The matter is further challenged and is now pending before the Hon''ble Supreme Court.

Considering the prolonged judicial process and financial hardships that workers face, the Company together with some of the workers has taken initiative to come to an amicable solution and have signed individual wage rise settlements for the period from December 2013 to November 2017. About 50% of workers have willingly accepted the same.

Form A & B Report:

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 are annexed to this report as âAnnexure D''.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.:

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16;

- No of complaints received : Nil

- No of complaints disposed off : Nil

ACKNOWLEDGEMENT:

CAUTIONARY NOTE:

For and on behalf of the Board

Mrs. S. F. Vakil

Chairperson & Managing Director

Place : Mumbai

Date : May 14, 2016

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Fifty-Fourth Annual Report together with the audited accounts for the year ended March 31, 2014.

FINANCIAL RESULTS:

Operational Performance 2014 2013 (Rs in millions) (Rs in millions)

Gross Revenue from operations 1175.22 888.72

Less: Excise duty 97.48 80.93

Net Revenue from operations 1077.74 807.79

PBDIT (before exceptional item) 110.21 71.54

PBDIT (after exceptional item) 170.36 71.54

EPS (Rs) 16.79 5.89

Book Value of Shares (Rs) 99.29 85.45

performance review:

The Company has achieved a top line growth of 32%, registering total revenues of approx. '' 1175 million against '' 889 million last year. EBIDTA (before exceptional item) has increased close to 55%, by closely monitoring manufacturing costs and operational efficiencies. This against a fairly challenging environment for growth in the past twelve months.

Profit before Tax has increased to '' 153.71 million from '' 56.50 million in 2012-13.

Dividend:

The Directors have recommended a dividend of '' 2.00 per equity share and a special dividend of '' 0.50 per equity share aggregating to '' 2.50 per equity share of '' 10 each for the year ended 31st March, 2014. The dividend payout will aggregate to '' 18.63 million and the tax on distributable profits payable by the Company would amount to '' 3.17 million.

The Company proposes to transfer '' 12.52 million to General Reserves. management discussion and analysis report:

INDUSTRY STRUCTURE & DEVELOPMENT: OPPORTUNITIES AND THREATS, RISKS AND CONCERNS The current size of the Indian Chemical Industry is US$ 108 billion and accounts for 7% of the Indian GDP The Indian Specialty Chemical Industry has the potential to quadruple in size from US$ 20 billion to US$ 80 billion over the decade.

The Industry is expected to grow at 10% to 12% in 2017 on the back of increasing demand from growth of Urban population and infrastructure.

Studies have shown that the per capita consumption of specialty chemicals in India is far below world standards. India''s demographics together with its expanding middle class with expanding per capita incomes will automatically lead to consumption led growth. Higher growth expectations and improved environmental standards could lead to double digit growth within certain segments.

Indian markets have great potential for growth in several end-use industries. In addition, Indian companies have the capability of occupying a dominant share in the growing global market. All this translates to higher growth potential for companies who are willing to look at new opportunities for innovative specialty chemicals in applications as diverse as paints, automotives, textiles and construction. Political stability will ensure these opportunities emerge as substantial game changers, in what now looks like a stagnant and sluggish market. Also a positive economic environment will provide a thrust to construction activity and its associated demands.

The Company continues to focus on the specialty niche areas, where it can leverage its expertise. However, the focus has expanded to performance products that are used in larger volumes in the Oil Field and Construction Chemical Sectors, to maintain the integrity of its pipe lines.

SECTORWISE PERFORMANCE:

The Indian Economy continues to struggle at growth levels under 5%.

The Company however has shown a year on year growth of over 15% for the past 2 years, and surpassed its targets for the year.

The Company has had a good year, mainly due to exports, which to some extent was facilitated by the weakening of the Rupee. The Company''s focus on Oil Field Chemicals and the Oil Sector in general, has allowed it to survive the lackluster environment in some of the other areas of operation.

The Company''s capabilities in complex synthesis, and its ability to meet exacting delivery schedules, has opened up a new opportunity with its JV partner Nalco Champion.

Products are jointly developed by the two partnering companies. This Joint Venture attitude of two production partners, enables innovative new applications to be developed with chemicals from renewable or other sources. Every month new products are being added to the portfolio, based on cost performance, compatibility and stability. Synergistic blends of both companies'' products are catering to some effective performance solutions whilst remaining in the competitive space.

Successfully developing and commercializing new production chemicals will therefore cover not only cost performance and environmental issues, but also compatibility and stability issues.

Stimulus responsive chemicals and combination products are the innovations that will be the new way forward in this area.

In addition, the Company''s foray into Construction chemicals, specifically additives for concrete, has been fairly successful, showing significant growth in this year.

In the Company''s traditional businesses, in spite of the challenging business environment the Company has shown decent growth in its offerings to the Rayon, Textile Sizing, and Paint Industries.

Areas that showed poor performance were for Spin Finishes, and some of the Company''s newer offerings in Polymerisable Surfactants, where market acceptances to price were a serious challenge.

The Company continues to re-evaluate the products it manufactures and those under development.

Our Company''s focus on safety and environment issues has moved it towards greener chemistries and cleaner processes that have proved economically beneficial for the Company. The Company exited products that were economically non-viable. Products with greener footprints and higher value addition are being developed as substitutes. We are focusing on ecologically sustainable solutions in all our key market segments including emulsifiers for emulsion, polymerization, metal cleaning, bio-pesticides, textiles, etc. The Company has developed APEO free equivalents for some of its standard products, which are slowly gaining momentum as export markets open up for our customers.

The Company''s focus on innovative application based Chemistry continues to support its sustainability model through the years.

Innovation is essential for the Company to remain competitive and maintain its pioneering position. The new focus will be on sustainable chemistry, and a continued re-evaluation of energy use, water consumption, use of renewable feedstock, whilst optimizing processes.

This strategy brings its own challenges, as well as opportunities.

New chemistries with improved performance characteristics and the use of natural products like fatty acid derivatives will be the future trend.

The recent policy paralysis, in the past year has considerably delayed the Company''s plans for expansion.

The Company''s expansion plans at Dahej have been stalled for want of environmental clearances, due to the present political stalemate.

Decisions of expansions and reorientation of business have been put on hold for several months partly because of the prevailing uncertainties in the economic system and mainly due to delay in environmental clearances at our new site.

The Company has therefore moved ahead with debottlenecking its present plant in Pune, in order to achieve higher capacities required immediately.

The Company is moving forward with replacing its older reactors in Pune with newer more efficient reactors which will enhance capacities in the interim.

The Company has gradually switched over to automation of its processes, for all its new reactors. Automation brings with it enormous potential for effective utilization of manpower whilst standardizing batches to highly precise levels. It is a very effective tool in ensuring standard specifications batch after batch, whilst avoiding human error and dependence on the skill, judgment and experience of the chemist and whilst promoting all round safety.

WORKING CAPITAL MANAGEMENT:

The significant ratios of the Company such as Ratio of Inventory to Sales is 9.70%, Receivable to Sales is 18.72%, and Net Working Capital to Sales is 19.64%.

The working capital was rotated 5 times in the year, showing effective working capital management. Surplus generated from operations is invested in business by increasing capacity of plant to cater additional business of the Company.

JOINT VENTURE/SUBSIDIARY COMPANIES:

Joint Venture company - champion Dai-ichi technologies India Ltd.:

The Company has a Joint Venture with CTI Chemicals Asia Pacific Pte. Ltd., in the ratio of 50:50.

Key Performance Indicators for the year under review, of the Joint Venture Company are as under:

Turnover Rs 91,97,86,197/-

Profit Before Tax Rs 11,40,35,063/-

Net Profit Rs 7,50,31,999/-

Earning per share Rs 33.35

Annual report of subsidiary company:

As on 31st March 2014, the Company has only one subsidiary, Dai-ichi Gosei Chemicals (India) Limited. The Company continues to be a dormant company.

The Annual accounts of the subsidiary company are placed at the website of the Company and will be provided to investors on request.

Statement containing salient features of the financial statement of subsidiary company is attached to the financials.

consolidated financial statements:

As per the Listing Agreement and applicable Accounting Standards, the Consolidated Financial Statements of the Company with its Joint Venture Company, Champion Dai-ichi Technologies India Ltd and Subsidiary Company, Dai-ichi Gosei Chemicals (India) Ltd., duly audited by the Statutory Auditors are provided in the Annual Report.

Director''s responsibility statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and of the profit of the Company for the period April 1, 2013 to March 31, 2014;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis.

DIREcToRs:

The Company has received requisite notices in writing from members proposing appointment of Mr. K. D. Patel, Dr. A. M. Naik & Mr. K. M. Elavia as Independent Directors of the Company.

Pursuant to Section 149(6) of the Companies Act, 2013 & Clause 49 of the listing agreement with Stock Exchange, declaration from the aforesaid Directors confirming their Independent status is received.

Mr. J. H. C. Jehangir retires from the Board of Directors by rotation, in pursuance of the provisions of the Companies Act, 2013 and Articles of Association of the Company. Being eligible for reappointment, he has offered himself for re-appointment.

The information required to be furnished under Clause 49 of the Listing Agreement is given in the Notice of the 54th Annual General meeting.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDiNG NUMBER OF PEOPLE EMPLOYED

The Company''s Human Resource Policy over the years has resulted in a very low attrition ratio of less than 1% per annum. All manpower requirements are assessed and filled in a timely manner. The Company has a sound knowledge pool of experienced employees, which helps it to maintain consistency in performance across all disciplines. It has built a team of dedicated employees, who work with commitment and a sense of belonging towards the growth of the Company.

Following areas are given special attention to enhance performance of the employees.

- Identification of Training & development needs and upgrade job specific skills.

- Compensation, recognition & rewards.

- Career growth plan through annual assessment.

As on 31st March, 2014, the total number of employees on the payrolls of the company at all the locations are 239.

HEALTH, SAFETY & ENVIRONMENT:

The Company''s commitment to Health, Safety and Environment is continued to be maintained through both Internal & External Standards.

Regular mock drills, periodic employee health checkups, regular training in safe practices are some of the controls through which the Company ensures sustainable performance in this area.

Being a signatory to the Responsible Care Initiative, the Company is voluntarily working towards a safer and cleaner environment.

industrial relations:

The wage agreement with the workers of the Company expired on 30th November, 2008. As Conciliation proceedings before the Labour Commissioner, Pune for arriving at a settlement were not conclusive, the matter was referred to the Industrial Court, Pune for adjudication. The said reference is rejected by the Hon''ble Industrial Court for want of prosecution by the recognized union. The decision of the Industrial Court was challenged before the Mumbai High Court, the Court has upheld the decision of the Industrial Court. The matter is further challenged and is now pending before the Supreme Court.

Internal control systems and Their Adequacy

The Company has an adequate system of internal controls in all business spheres of its activities which are commensurate with the size and the nature of its business. It ensures adequate protection of the Company''s resources, provision of accurate and speedy financial statements and reports, and compliance with the Company policies and procedures and other statutory and legal obligations. The internal control is supplemented by effective and independent internal audit. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal and the Statutory Auditors.

AUDITORs:

M/s. Deloitte Haskins & Sells LLP the Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and being eligible are recommended for re-appointment. In accordance with Section 139(1) of the Companies Act, 2013 read with rules framed thereunder it is proposed to appoint Deloitte Haskins & Sells LLP as Statutory Auditors of the Company for a term of three consecutive years.

COST AUDITORS:

The Company has appointed Mr. S. G. Jog, Cost Accountant, (Membership no. 5599), Mumbai as Cost Auditor of the Company for the financial year 2013-14. Due date of filing Cost Audit Report was 30th September, 2013, actual date of filing the report was 24th September, 2013.

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreement of the Bombay Stock Exchange Limited with which the Company is listed, are complied with. A separate report on Corporate Governance is attached as a part of the Annual Report along with the Auditors'' statement on its compliance.

RELATED PARTY DISCLOSURES:

The Company has made disclosures in compliance with the Accounting Standard on Related Party Disclosures as required by clause 32 of the Listing Agreement of The Bombay Stock Exchange Ltd.

FIXED DEPOSITS:

The Company has discontinued its fixed deposit scheme during the financial year 2007-2008. The Company has repaid all the outstanding Fixed Deposits by the year 2009-10. The only deposits that are outstanding as on 31st March, 2014 are the matured but unclaimed deposits which amount to '' 0.045 millions.

LISTING

The Equity Shares of your company are presently listed on The Bombay Stock Exchange Ltd. and the Company has paid the annual listing fees for the financial year 2014-2015.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956:

(a) There are no employees other than the Managing Director covered under the purview of Section 217(2A) of the Companies Act, 1956 and the rules framed there under.

(b) The particulars as prescribed under sub section (1) (e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in respect of Board of Directors) Rules 1988 are given in Annexure A'' to this report.

CAUTIONARY NOTE:

Certain statements in the Director''s Report and Management & Discussion Analysis Section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution made by the employees of the Company. The Directors wish to convey their appreciation to the Banks, dealers and other business associates and the shareholders for their continuous trust and support.

By Order of the Board For Dai-ichi Karkaria Ltd.

Kavita Thadeshwar Company Secretary

Registered Office:

Liberty Building, Sir Vithaldas Thackersey Marg, Mumbai - 400 020.

Place : Mumbai Date : July 2, 2014

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Fifty-Third Annual Report together with the audited accounts for the year ended March 31, 2013.

1. FINANCIAL RESULTS:

Operational Performance 2013 2012 (Rs.in millions) (Rs.in millions)

Gross Revenue from operations 888.86 763.28

Less: Excise duty 80.93 59.84

Net Revenue from operations 807.93 703.44

PBDIT 71.47 51.87

EPS (Rs.) 5.89 4.50

Book Value of Shares (Rs.) 85.45 82.46

PERFORMANCE REVIEW:

The Company has achieved a top line growth of 16%, registering total revenues of approx. Rs. 889 millions against Rs. 763 million last year. EBIDTA has been increased close to 40%, by closely monitoring manufacturing costs and operational efficiencies. This against a fairly challenging environment for growth in the past twelve months.

Profit before Tax has increased to Rs. 56.50 million from Rs. 40.42 million in 2011-12.

2. DIVIDEND:

The Directors have recommend a dividend of Rs. 2.00 per equity share and a Special dividend of 0.50 per equity share, on completion of 50 years of operations, aggregating to Rs. 2.50 per equity share of Rs. 10 each for the year ended 31st March, 2013. The dividend payout will aggregate to Rs. 18.63 million and the tax on distributable profits payable by the Company would amount to Rs. 3.02 million.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

INDUSTRY STRUCTURE & DEVELOPMENT: OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

The Chemical Industry reflects the economic climate of the country, and has grown in India at a rate higher than GDP over the last 5 years.

Chemical demand continues to grow, due to sustained end-use industry growth and increased usage and intensities in various applications. The Indian Chemical Industry can leverage this situation to its advantage by focusing its developments to the specific needs of its end use customers.

India''s Chemical Industry was slated to grow by approx. 9% in 2013. Specialty Chemical, being the fastest growing segment, was expected to grow at 11-12%. The Indian Chemical Industry, valued at US$ 108 billion, accounts for only 3% of the Global Chemical space. This sector therefore has the potential to grow, as the need for Specialty Chemicals intensify in end use markets.

The Indian Specialty Chemical Industry being in a nascent stage, shows substantial promise for growth with maturing markets and as the Government authorities and forward thinking companies see the need for better quality, greater sustainability and improved safety, there could be a spurt in this area.

With this backdrop the auxiliary manufacturer has the task to understand the specific needs of the customer and deliver customized solutions that are flexible to the customers'' requirements. Continuous customer interaction to understand the complexities of the customer''s performance requirements is key to successful business across all industry segments.

SECTORWISE PERFORMANCE:

Dai-ichi has achieved a revenue growth of 16% for 2012-13.

The Company participated in some of the key growth oriented end-use industries, viz. Paint and Coatings,

Construction Chemicals, Oil Field Chemicals, Textile Chemicals & Specialty Polymers.

The Company''s prudent but aggressive growth strategy has achieved results. The weakening of the Rupee has improved the Company''s export performance, inspite of tough market conditions in Europe.

With capacities at the Company''s Pimpri site stretched to the limit, it is crucial that the Company expands to take advantage of growing demand in various sectors. This expansion will enable the Company to expand its manufacturing foot print and production capacity cost effectively.

The Company plans to set up facilities in Dahej and utilize the PCPIR''s infrastructure to add to its manufacturing capacities. The new site will focus on the manufacture of Ethoxylates and Propoxylates, together with Specialties for the Oil Field Chemical Sector. Several global chemical and petrochemical companies have committed to make large investments in Gujarat, specifically at Dahej, which is soon becoming the hub of the Chemical Sector in Gujarat.

As part of the PCPIR complex the availability to feedstock and infrastructure makes it an ideal location for Chemical companies.

At Dai-ichi, 80% of the Company''s business is based on Ethylene Oxide derivatives and various formulations based on these.

Demand for ethoxylates is forecast to grow at 12% over the next 3-4 years.

These products go as additives in concrete admixtures, dispersing agents, auxiliaries, finishes for the

Polyester Industry, metal working fluids, etc.

The Company has grown its business this year through organic growth and increased product share in the Paint Industry, the Textile Sector, the Cement Industry and increased sales to its oil field partner viz. Champion Technologies Inc. and our JV in the oil field viz. Champion Dai-ichi Technologies India Ltd.

The Textile Chemical Industry in India is projected to grow at 11%, while the Paint Industry is expected to grow at 15% during 2012-15.

The Company has met most of its growth targets for the year, except its offerings to the Polyester Industry, where the difficult market conditions and depressed margins affected growth.

The Company''s focus on continuous improvement in all departments has resulted in enhanced performance across the organization.

With improved production processes and debottlenecking of manufacturing, the Company has been able to increase tonnages within the same infrastructure.

To stay competitive in the market place, the Company requires to increase productivity along the entire value chain. Automation technologies are being introduced linked with efficiency in the use of energy etc. The concept of standardized operating conditions has provided for not only enhanced efficiencies but greater safety at the plant level.

The Company will continue to employ its resources towards greater automation and enhanced productivity and efficiencies at the plant.

Product development continues to be focused on existing as well as newer applications in various growth oriented end user markets like Construction, Paint and the Oil Sectors. Whilst the Company continues to drive innovation it is also strengthening its applied technology labs for the various business lines.

From being a small valued added supplier for Specialty Performance applications, the Company is working towards supplying larger volume Performance chemicals to the Construction, Oil & Lubricant Industries, whilst continuing its offerings to the Paint & Rayon sectors, as a preferred supplier to certain end use customers.

The Company''s Joint Venture with CTI Chemicals Asia Pacific Pte. Ltd. is performing extremely well, having bagged some prestigious contracts with the country''s premium private oil producers, capturing over 85% of this market.

The synergy between Champion''s technical expertise in the field and the capability of Dai-ichi Karkaria Ltd. to manufacture specialty performance chemicals at competitive rates, and in a timely way, has resulted in a very successful business model.

WORKING CAPITAL MANAGEMENT:

The significant ratios of the Company such as Ratio of Inventory to Sales is 12.99%, Receivable to Sales is 18.46%, and Net Working Capital to Sales is 29.17%.

The working capital was rotated 4 times in the year, showing effective working capital management. Funds surplus to the operational requirements have been invested in safe and relatively risk free instruments to earn a reasonable return.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal controls in all business spheres of its activities which are commensurate with the size and the nature of its business. It ensures adequate protection of the Company''s resources, provision of accurate and speedy financial statements and reports, and compliance with the Company policies and procedures and other statutory and legal obligations. The internal control is supplemented by effective and independent internal audit. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal and the Statutory Auditors.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED:

The Company''s Human Resource Policy over the years has resulted in a very low attrition ratio of less than 1% per annum. All manpower requirements are assessed and filled in a timely manner. The Company has a sound knowledge pool of experienced employees, which helps it to maintain consistency in performance across all disciplines.

Training needs of all employees are assessed annually and specific training is imparted to employees belonging to different departments. Employees are encouraged to attend seminars and workshops to enhance their skill and knowledge.

As on 31st March, 2013, the total numbers of employees on the payrolls of the Company at all the locations are 239.

4. JOINT VENTURE/SUBSIDIARY COMPANIES:

(i) JOINT VENTURE COMPANY Â CHAMPION DAI-ICHI TECHNOLOGIES INDIA LTD.

The Company had w.e.f. 7th September, 2010, formed a Joint Venture with CTI Chemicals Asia Pacific Pte. Ltd., in the ratio of 50:50.

(ii) ANNUAL REPORT OF SUBSIDIARY COMPANY:

As on 31st March 2013, the Company has only one subsidiary, Dai-ichi Gosei Chemicals (India) Limited.

Pursuant to General Circular 2/2011 of the Ministry of Corporate Affairs, with respect to section 212(8) of the Companies Act, 1956, the Company has opted for not attaching the Annual Report of the subsidiary company to the balance sheet of the Company. The Annual accounts of the subsidiary company and related information will be made available for inspection to investors, at the registered office of the Company.

As per the Listing Agreement and applicable Accounting Standards, the Consolidated Financial Statements of the Company with its Joint Venture Company, Champion Dai-ichi Technologies India Ltd and Subsidiary Company, Dai-ichi Gosei Chemicals (India) Limited., duly audited by the Statutory Auditors are attached.

5. FIXED DEPOSITS:

The Company has discontinued its fixed deposit scheme during the financial year 2007-2008. The Company has repaid all the outstanding Fixed Deposits by the year 2009-10. The only deposits that are outstanding as on 31st March 2013 are the matured but unclaimed deposits which amount to Rs. 0.31 millions.

6. DIRECTORS:

The Directors record their profound grief on the sad demise of its Founder Chairman Mr. D. M. Neterwala on 31st May, 2013.

Mr. D. M. Neterwala, with great entrepreneurial vision and foresight founded the Company 53 years ago. As a promoter of the Company, he contributed immensely towards building a strong ethical foundation for the Company and establishing a pioneering place in the industry. He steered the Company to become a reputable and national name in the Surfactant Industry.

The Directors record their appreciation for his outstanding leadership and invaluable contribution to the Company.

The Directors record their profound grief on the sad and untimely demise of its Independent Director, Mr. Jimmy Bilimoria on 3rd May, 2013.

Mr. Jimmy Bilimoria joined the Board of Directors in the year 2007. He was a valuable member of the Board and contributed significantly to the Board discussions and decisions. The Directors place on record their deep appreciation of the valuable services rendered by him.

Mr. Kavas Patel and Mr. Keki Elavia retire from the Board of Directors by rotation, in pursuance of the provisions of the Companies Act, 1956 and Articles of Association of the Company. Being eligible for reappointment, they have offered themselves for re-appointment.

The information required to be furnished under clause 49 of the Listing Agreement is given in the Notice of the 53rd Annual General meeting.

The Board of Directors recommends their re-appointment.

7. INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956:

(a) There are no employees covered under the purview of Section 217(2A) of the Companies Act, 1956 and the rules framed there under.

(b) The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the annexure to this Report.

8. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the profit of the Company for the period April 1, 2012 to March 31, 2013;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreement of the Bombay Stock Exchange Limited with which the Company is listed are complied with. A separate report on Corporate Governance is attached as a part of the Annual Report along with the Auditors'' statement on its compliance.

10. LISTING:

The Equity Shares of your Company are presently listed on The Bombay Stock Exchange Ltd. and the Company has paid the annual listing fees for the financial year 2013-2014.

11. RELATED PARTY DISCLOSURES:

The Company has made disclosures in compliance with the Accounting Standard on Related Party Disclosures as required by clause 32 of the Listing Agreement of The Bombay Stock Exchange Ltd.

12. CONSOLIDATED ACCOUNTS:

The Company has also published the consolidated financial statements in respect of the Company and its subsidiary/joint venture company, as required by clause 32 of the Listing Agreement of The Bombay Stock Exchange Ltd.

13. HEALTH, SAFETY & ENVIRONMENT:

The Company always ensure good health, safety & environment friendly practices. During the financial year factory had no reportable accident. Meetings of Safety Committee were conducted once in every three months and suggestions were effectively implemented, which resulted in zero accidents in the said financial year. Regular Mock Drills were conducted once in three months to ensure best performance while addressing emergency situations and incidents adversely affecting the environment. Periodical employee health checks were carried out and accordingly employees were educated for maintaining their health. Regular training relating to work place safety, fire fighting, first aid etc. were provided to the employees. Company always adheres to all statutory & legal compliances pertaining to Employee Health, Safety & Environment. The Company conducts periodical monitoring of Air, Noise & Water to verify the performances of various utilities, which confirms the MPCB & DISH approved norms.

14. INDUSTRIAL RELATIONS:

The wage agreement with the workers of the Company expired on 30th November, 2008. As Conciliation proceedings before the Labour Commissioner, Pune for arriving at a settlement were not conclusive, the matter was referred to the Industrial Court, Pune for adjudication. The said reference is rejected by the Hon''ble Industrial court for want of prosecution by the recognized union. The decision of the Industrial Court is challenged and is pending before the Mumbai High Court.

15. FORM A & B REPORT:

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as prescribed under sub section (1) (e) of section 217 of the Companies Act 1956 read with Companies (Disclosure of particulars in respect of Board of Directors) Rules 1988 are given in Annexure ''A'' to this report.

16. AUDITORS:

M/s. Deloitte Haskins & Sells, the Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and being eligible are recommended for re-appointment to audit the accounts of the Company for the financial year 2013-2014.

17. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution made by the employees of the Company. The Directors wish to convey their appreciation to the Banks, dealers and other business associates and the shareholders for their continuous trust and support.

CAUTIONARY NOTE:

Certain statements in the Director''s Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook. For and on behalf of the Board

Mrs. S. F. Vakil

Chairperson & Managing Director Place : Mumbai

Date : June 24, 2013

Mar 31, 2012

The Directors have pleasure in presenting the Fifty - Second Annual Report together with the audited accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS:

Operational Performance 2012 2011

(Rs.in millions) (Rs.in millions)

Gross Revenue from operations 763.28 590.86

Less: Excise duty 59.84 48.56

Net Revenue from operations 703.44 542.30

PBDIT 51.87 58.45

EPS (Rs) 4.50 5.51

Book Value of Shares (Rs) 82.46 80.29

PERFORMANCE REVIEW:

Sales increased by 30% to approx. Rs 76 crores compared with the year ended 2010-11. There is a substantial increase in exports contributing to 15% of total revenue.

Sharply increased RM costs could not be passed on in Sales prices with several customers, resulting in higher Material to Sales ratios. These high costs have put a strain on bottom-line of the Company, reducing PBDIT to 7%.

2. DIVIDEND:

The Directors have recommended a dividend of Rs 2/- per equity share, having face value of Rs 10/- each, for the year ended 31st March 2012. The dividend payout will aggregate to Rs 149.02 lacs and the tax on distributable profits payable by the Company would amount to Rs 24.17 lacs.

4. JOINT VENTURE/SUBSIDIARY COMPANIES:

(i) JOINT VENTURE COMPANY - CHAMPION DAI-ICHI TECHNOLOGIES INDIA LTD.

The Company had w.e.f. 7th September, 2010, formed a Joint Venture with CTI Chemicals Asia Pacific Re. Ltd., in the ratio of 50:50.

(ii) ANNUAL REPORT OF SUBSIDIARY COMPANY:

As on 31st March 2012, the Company has only one subsidiary, Dai-ichi Gosei Chemicals (India) Limited.

Pursuant to General Circular 2/2011 of the Ministry of Corporate Affairs, with respect to Section 212(8) of the Companies Act, 1956, the Company has opted for not attaching the Annual Report of the subsidiary company to the balance sheet of the Company. The Annual accounts of the subsidiary company and related information will be made available for inspection to investors, at the registered office of the Company.

As per the Listing Agreement and applicable Accounting Standards, the Consolidated Financial Statements of the Company with its Joint Venture Company, Champion Dai-ichi Technologies India Ltd. and Subsidiary Company, Dai-ichi Gosei Chemicals (India) Limited., duly audited by the Statutory Auditors are attached.

5. FIXED DEPOSITS:

The Company has discontinued its fixed deposit scheme during the financial year 2007-2008. The Company has repaid all the outstanding Fixed Deposits by the year 2009-10. The only deposits that are outstanding as on 31st March 2012 are the matured but unclaimed deposits which amount to Rs 3.97 lacs.

6. DIRECTORS:

Mr. D. M.Neterwala, Mr. A. H.Jehangir and Mr. J. S. Bilimoria retire from the Board of Directors by rotation, in pursuance of the provisions of the Companies Act, 1956 and Articles of Association of the Company. Being eligible for reappointment, they have offered themselves for re-appointment.

The information required to be furnished under clause 49 of the Listing Agreement is given in the Notice of the 52nd Annual General meeting.

The Board of Directors recommends their re-appointment.

7. INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT 1956:

(a) There are no employees covered under the purview of Section 217(2A) of the Companies Act, 1956 and the rules framed there under.

(b) The particulars as prescribed under sub-section (l)(e) of Section 217 of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the annexure to this Report.

8. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment), Act, 2000 the Directors confirm that:

1. in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012, and of the profit of the Company for the period April 1, 2011 to March 31, 2012;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis. '

9. CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreement of the Bombay Stock Exchange Limited with which the Company is listed are complied with. A separate report on Corporate Governance is attached as a part of the Annual Report along with the Auditors' statement on its compliance.

10. LISTING:

The Equity Shares of your company are presently listed on The Bombay Stock Exchange Ltd. and the Company has paid the annual listing fees for the financial year 2012-2013.

11. RELATED PARTY DISCLOSURES:

The Company has made disclosures in compliance with the Accounting Standard on Related Party Disclosures as required by clause 32 of the Listing Agreement of The Bombay Stock Exchange Ltd.

12. CONSOLIDATED ACCOUNTS:

The Company has also published the consolidated financial statements in respect of the Company arid its subsidiary/joint venture company, as required by clause 32 of the Listing Agreement of The Bombay Stock Exchange Ltd.

13. HEALTH, SAFETY & ENVIRONMENT:

Safety, Health & Protection of the Environment continue to remain one of the priority areas for the Company. The Company continues to put special emphasis in this area at every stage, from conception and design of new products, optimization of process, to commercial manufacturing and delivery of goods to the customers.

(a) HEALTH:

A special committee ensures good sanitation and hygienic condition in the plants and canteen. Medical examination of all employees is done annually and six monthly medical examinations are conducted for employees who are working in Hazardous area.

(b) SAFETY & ENVIRONMENT:

(i) Following audits and compliances were completed for the year:

(a) Risk assessment/ risk analysis, preparation of risk assessment/risk analysis report as per Maharashtra Factory Rules, 1963.

(b) HAZOP study report of all machines as per Section-41 B Factories Act, 1948.

(c) HAZOP study report for all chemical & mfg. process as per Section -41 B of Factories Act, 1948.

(d) Preparation of fire fighting survey report.

(e) Conducted electrical safety audit for whole plant.

(f) , Prepared health audit report, preparation of health hazard & occupational health survey report along with detection of occupational hazard.

(g) Prepared welfare audit report.

(ii) Safety Audit as per Factories Act - 1948 and Maharashtra Factories Control of Industrial Major Accident Hazards) Rules-2003 was completed & submitted to Director of Industrial Safety & Health, Pune.

(iii) Prepared fresh factory site layout, Factory elevation plan, machine layout plan, Stability certificate as per Maharashtra Factories (Control of Industrial Major Accident Hazards) Rules-2003 & Submitted the copies to Director of Industrial Safety & Health, Pune.

14. INDUSTRIAL RELATIONS:

The wage agreement with the workers of the Company expired on 30th November 2008. As Conciliation proceedings before the Labour Commissioner, Pune for arriving at a settlement were not conclusive, the matter was referred to the Industrial Court, Pune for adjudication. The said reference is rejected by the Hon'ble Industrial court for want of prosecution by the recognized union.

15. FORM A & B REPORT:

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

The particulars as prescribed under sub section (1) (e) of Section 217 of the Companies Act 1956 read with Companies (Disclosure of particulars in respect of Board of Directors) Rules 1988 are given in Annexure A' to this report.

16. AUDITORS:

M/s. Deloitte Haskins & Sells, the Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and being eligible are recommended for re-appointment to audit the accounts of the Company for the financial year 2012-2013.

17. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution made by the employees of the Company. The Directors wish to convey their appreciation to the Banks, dealers and other business associates and the shareholders for their continuous trust and support.

For and on behalf of the Board

Mrs. S. F. Vakil Mr. Keki Elavia

Vice Chairperson & Managing Director Director

Place : MUMBAI

Date : May 11, 2012

Mar 31, 2011

The Directors have pleasure in presenting the Fifty - first Annual Report together with the audited accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS:

Operational Performance 2011 2010 (Rs. in (Rs. in millions) millions)

Gross Sales (manufacturing) 587.83 516.87

Less: Excise duty 48.57 37.34

Net Sales (manufacturing) 539.26 479.53

Trading Sales Nil 25.30

Total net sales 539.26 504.83

PBDIT 58.66 66.92

EPS (Rs.) 5.51 5.30

Book Value of Shares (Rs.) 80.29 77.11

PERFORMANCE REVIEW:

The Kasarwadi plant has shown a revenue growth of around 17% against the previous year, for manufactured products.

However, the Kurkumbh plant has registered a revenue loss of 7%.

Therefore, the result for the Company as a whole is a revenue increase of a little over 12%. The PBDIT has reduced by almost 12% as the Company was unable to recover the increase in material costs over the past 6 months.

Exports have increased this year, and margins on exports are strained (in order to be globally competitive). The overall impact has resulted in reduction in the bottom line.

2. DIVIDEND:

The Directors have recommended a dividend of Rs. 21- per equity share, having face value of Rs. 10/- each, for the year ended 31st March, 2011. The dividend payout will aggregate to Rs. 149.02 lacs and the tax on distributable profits payable by the Company would amount to Rs. 24.18 lacs.

4. SUBSIDIARY COMPANIES:

(i) Formation of Joint Venture in its wholly owned subsidiary:

During the year under review, the Company had executed a tripartite shareholders agreement dated 26th May, 2010, with CTI Chemicals Asia Pacific Re. Ltd. (Subsidiary of Champion Technologies Inc.) and its wholly owned subsidiary Basic Oil Treating (India) Ltd. (name changed to Champion Dai-ichi Technologies India Ltd.), for formation of Joint Venture.

Pursuant to the formation of Joint Venture, the shareholding of Champion Dai-ichi Technologies India Ltd. is held by the Company and CTI Chemicals Asia Pacific Re. Ltd. in the ratio of 50:50. Accordingly Champion Dai-ichi Technologies India Ltd. has ceased to be a subsidiary of the Company w.e.f. 7th September, 2010.

(ii) Annual report of subsidiary company:

As on 31st March, 2011, the Company has only one subsidiary, Dai-ichi Gosei Chemicals (India) Limited.

Pursuant to General Circular No. 2/2011 dtd. 8th February, 2011 read with General Circular No. 3/2011 dated 21st February, 2011 issued by the Ministry of Corporate Affairs, with respect to Section 212(8) of the Companies Act, 1956, the Company has opted for not attaching the Annual Report of the subsidiary company to the balance sheet of the Company. The Annual accounts of the subsidiary company and related information will be made available for inspection to investors, at the registered office of the Company.

As per the Listing Agreement and applicable Accounting Standards, the Consolidated Financial Statements of the Company with its subsidiary company, Dai-ichi Gosei Chemicals (India) Limited and Joint Venture Company, Champion Dai-ichi Technologies India Ltd., duly audited by the Statutory Auditors are presented in the Annual Report.

5. FIXED DEPOSITS:

The Company has discontinued its fixed deposit scheme during the financial year 2007-2008. The Company has repaid all the outstanding Fixed Deposits by the year 2009-10. The only deposits that are outstanding as on 31st March, 2011 are the matured but unclaimed deposits which amount to Rs. 5.15 lacs.

6. DIRECTORS:

Mr. Keki Elavia has been appointed as the Additional Director of the Company w.e.f. 22nd February, 2011.

Mr. J. H. C. Jehangir and Dr. Anil Naik retire from the Board of Directors by rotation, in pursuance of the provisions of the Companies Act, 1956 and Articles of Association of the Company. Being eligible for re-appointment, they have offered themselves for re-appointment.

The information required to be furnished under Clause 49 of the Listing Agreement is given in the Notice of the 51st Annual General meeting.

The Board of Directors recommends their appointment/re-appointment.

7. INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT 1956:

(a) There are no employees covered under the purview of Section 217(2A) of the Companies Act, 1956 and the rules framed there under.

(b) The particulars as prescribed under sub-section (l)(e) of Section 217 of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the annexure to this Report.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011, and of the profit of the Company for the period April 1, 2010 to March 31, 2011;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreement of the Bombay Stock Exchange Limited with which the Company is listed are complied with. A separate report on Corporate Governance is attached as a part of the Annual Report along with the Auditors statement on its compliance.

10. LISTING:

The Equity Shares of your company are presently listed on The Bombay Stock Exchange Ltd. and the Company has paid the annual listing fees for the financial year 2011-2012.

11. RELATED PARTY DISCLOSURES:

The Company has made disclosures in compliance with the Accounting Standard on Related Party Disclosures as required by Clause 32 of the Listing Agreement of The Bombay Stock Exchange Ltd.

12. CONSOLIDATED ACCOUNTS:

The Company has also published the consolidated financial statements in respect of the Company and its subsidiary/joint venture company, as required by Clause 32 of the Listing Agreement of The Bombay Stock Exchange Ltd. & the relevant accounting standards.

13. HEALTH, SAFETY & ENVIRONMENT:

Safety, Health & Protection of the Environment continue to remain one of the priority areas of the company. The Company continues to put special emphasis on the environment, health and safety at every stage, from conception and design of new products, optimization of process, to commercial manufacturing and delivery of goods to the customers.

(a) HEALTH:

A special committee ensures good sanitation and hygienic condition in the plants and canteen. Medical examination of all employees is done annually and six monthly medical examinations are conducted for employees who are working in Hazardous area.

(b) SAFETY:

(i) Periodic safety audits and meetings are conducted. The recommendations at the meetings are implemented and reviewed in the following meetings to ensure compliance. All minor incidents are reported, investigated and steps taken to avoid recurrence of such incidents.

(ii) Periodic training programmes on safety are conducted for all the personnel and Periodic Mock Drills of "On site Emergency Control Plan" are conducted to check employees response to the emergency

calls. Employees are always alert, prompt and capable of tackling emergency situations in the plants.

(iii) Safety requirements are built - into the high design of the facility.

(iv) Electrical fire hydrant pump was installed to cater the emergency need.

(c) ENVIRONMENT:

(i) Environmental impact assessment and HAZOP studies of our process are performed right from the development stage to scale up at various levels and further up to commercial production. Our commitment is to select operationally safer and environmentally cleaner processes right from R&D stage itself, with constant upgradation of existing production technologies.

(ii) The company has taken several measures to reduce effluent generation. The Effluent Treatment Plant has operated efficiently to meet the Pollution Control Board norms.

(iii) Periodic Air monitoring of the work place is being carried out to ensure the Environment remains pollution free.

14. INDUSTRIAL RELATIONS:

The wage agreement with the workers of the Company expired on 30th November, 2008. Conciliation proceedings before the Labour Commissioner, Pune for arriving at a settlement were not conclusive. The matter is referred to the Industrial Court, Pune for adjudication.

15. FORM A & B REPORT:

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

The particulars as prescribed under sub-section (l)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in respect of Board of Directors) Rules 1988 are given in Annexure A to this report.

16. AUDITORS:

M/s. Deloitte Haskins & Sells, the Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and being eligible are recommended for re-appointment to audit the accounts of the Company for the financial year 2011-2012.

17. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution made by the employees of the Company. The Directors wish to convey their appreciation to the Banks, dealers and other business associates and the shareholders for their continuous trust and support.

For and on behalf of the Board

Mrs. S. F. Vakil Mr. Keki Elavia Vice Chairperson & Managing Director Director

Place : MUMBAI Date : May 4, 2011

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article