Directors Report of Daikaffil Chemicals India Ltd.

Mar 31, 2025

Your Directors have pleasure in submitting their 33^rd Annual Report of the Company together with the Audited Statements of
Accounts for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

The summarized standalone results of your Company are given in the table below:

('' in Lakhs except per share)

Particulars	Financial Year Ended
	31/03/2025	31/03/2024
Revenue from Business Operations	749.75	0.00
Other Income	46.85	71.11
Total Income	796.60	71.11
Total Expenses	956.87	260.39
Profit/(loss) before Tax	(160.29)	(189.28)
Less: Tax Expenses (including for earlier years)	(1.31)	0.94
Net Profit/(Loss) After Tax	(158.98)	(190.22)
Paid Up Equity Share Capital (Face Value '' 10 each fully paid up)	600.00	600.00
Other Equity	285.22	453.72
Earning Per Share
(Basic/Diluted)	(2.65)	(3.17)

2. DIVIDEND:

As the Company is incurring the losses during the year under
review, your Directors do not recommend a dividend for the
financial year 2024-25.

3. FINANCIAL PERFORMANCE AND
OPERATIONAL REVIEW:

During the year under review, the Company earned total
revenue of '' 796.60 Lakh in FY25 as compared to '' 71.11
Lakh in FY24. Loss After Tax stood at '' 158.98 Lakh in FY25
as compared to '' 190.22 Lakh in FY24.

4. SHARE CAPITAL:

As on March 31, 2025, the Authorized share capital of the
Company stood at '' 6,50,00,000/- (Rupees Six Crore Fifty
Lakh Only) divided into 65,00,000 (Sixty Five Lakh) equity
shares of '' 10/- ('' Ten) Each. However, the Authorized
Share Capital of the Company has been increased to
'' 10,00,00,000/- (Rupees Ten Crore Only) divided into

1.00. 00.000 (One Crore) equity shares of '' 10/- ( Ten) Each
on May 29, 2025.

As on March 31, 2025, the issued, subscribed and
paid up Equity share capital of your Company stood at
'' 6,00,00,000/- (Rupees Six Crore Only) divided into

60.00. 000 (Sixty Lakh) Equity shares of '' 10/- ('' Ten) each.

During the financial year 2024-25, there has been no change
in the Authorized Share Capital or the Issued, Subscribed,
and Paid-up Share Capital of the Company.

5. TRANSFER TO GENERAL RESERVES:

The Company doesn''t propose to transfer any amount to
General Reserve.

6. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial
Statements commensurate with the size and nature of
business of the Company. Further Directors have personally
overviewed the adequacy of internal controls and also
appointed M/s SPSJ & Associates LLP. as the Internal Auditor
to manage the internal controls of the Company.

In addition to Internal Audit, the Company has implemented
well established internal financial practices, tool for
mitigating risk in order to ensure adequate internal financial
control commensurate with the size of the Company.

7. FINANCIAL LIQUIDITY:

Cash and Cash Equivalent as at March 31, 2025 was '' 66.01
Lakh. The Company''s working capital management is based
on a well-organized process of continuous monitoring and
control on Receivables, Inventories and other parameters.

8. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered into with
Related Parties during the Financial Year were in the ordinary
course of business and on an arm''s length basis.

The Company has obtained the Shareholder approval by
way of Postal ballot on March 06, 2025 for entering into
contracts/arrangement/transactions with Related Parties.
The Company has not entered into any transaction with
its Promoters, Directors, Key Managerial Personnel or other
designated person which may have potential conflict with
the interest of the Company at large.

All Related Party Transaction are placed on a half yearly
basis before the Audit Committee for approval/ratification/
noting etc.

The Audit Committee has reviewed the related party
transactions as mandatorily required under relevant
provisions of the Listing Regulations.

The said transactions are in the ordinary course of business
and at arm''s length basis. The Company had taken omnibus
approvals for indicative transactions proposed during the
financial year ended March 31, 2025.

The policy on Related Party Transactions as approved by
the Board is uploaded on the Company''s website may be
accessed on the Company''s website.

All The Particulars of contract or arrangements entered into
by the Company with related parties referred to in sub¬
section (1) of Section 188 of the Companies Act, 2013 are
attached herewith in Annexure - A in Form No. AOC -2.

Further Suitable Disclosure as required by the Accounting
Standards (AS18) has been made in the notes to the
Financial Statements in the Annual Report.

9. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

The Company has a Vigil Mechanism/Whistle Policy under
which it established a Whistle Blower Policy/Vigil Mechanism.

This policy seeks the support of employees, channel
partners and vendors to report Significant deviations from
key management policies and report any non- compliance
and wrong practices, e.g., unethical behavior, fraud, violation
of law, inappropriate behavior/conduct etc.

The Vigil Mechanism/Whistle Blower policy cover serious
concerns that could have grave impact on the operations
and performance of the business of Daikaffil Chemicals
India Limited. A Vigil (Whistle Blower) mechanism provides
a channel to the employees and directors to report to the
management concerns ethical behavior, actual or suspected
fraud or violation of the code of conduct mechanism
provides for adequate safeguards against victimization of
employees and Directors to avail of the mechanism and
provide for direct access to the Chairman of the Audit
Committee in exceptional cases.

The policy neither releases employees from their duty of
confidentiality in the course of their work nor can it be used
as a route for raising malicious or unfounded allegations
against people in authority and/or colleagues in general.

The detailed Vigil Mechanism/Whistle Blower Policy of the
Company is uploaded on the Company''s website.

10. CODE OF CONDUCT:

All the Board Members and the Senior Management
personnel have confirmed compliance with the Code.

11. POLICYONDIRECTORS''APPOINTMENT
AND REMUNERATION:

The Nomination and Remuneration Committee of the Board
formulated a Policy relating to the remuneration of Directors,
Key Managerial Personnel and other Employees which, inter
alia, prescribes the criteria for determining qualifications,
positive attributes and independence of Directors. The
Policy is available on the website of the Company www.
daikaffil.com.

12. PREVENTION OF INSIDER TRADING:

Pursuant to the SEBI (Prohibition of insider trading)
Regulations, 2015, the Company has formulated and
adopted a Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and designated employees of
the Company. The Code requires pre-clearance for dealing
in the Company''s shares and prohibits the purchase or sale
of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period
when the Trading Window is closed. The Board is responsible
for implementation of the Code.

All Board Directors and the designated employees have
confirmed compliance with the Code.

13. CORPORATE GOVERNANCE REPORT:

The paid-up capital of the Company is '' 6,00,00,000/-
(Rupees Six Crores) i.e. less than '' 10 Crores and the Net-
worth of the Company is less than 25 Crores as on the last
day of the previous financial year.

Pursuant to regulation 15(2) of SEBI (LODR) Regulations,
2015 the compliance with the corporate governance
provisions as specified in regulations 17, 18, 19, 20,
21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C, D and E of
Schedule V SHALL NOT apply, in respect of those listed
entities whose paid up equity share capital does not exceed
rupees ten crore and net worth does not exceed rupees
twenty five crore, as on the last day of the previous financial
year. Accordingly, your Company is exempt from attaching
Corporate Governance report

14. RISK MANAGEMENT POLICY:

The Board has been vested with specific responsibilities in
assessing of risk management policy, process and system.
The Board has evaluated the risks which may arise from the
external factors such as economic conditions, regulatory
framework, competition etc. The Executive management has
embedded risk management and critical support functions
and the necessary steps are taken to reduce the impact of
risks. The Independent Directors expressed their satisfaction
that the systems of risk management are defensible.

15. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

16. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules 2014, were not applicable to the Company for the financial year ended 31^st March, 2025.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any direct subsidiary or associate companies. However, Mikusu India Private Limited is a wholly
owned (100%) subsidiary of Heranba Industries Limited. Mikusu, in turn, exercises de facto control over Daikaffil Chemicals
India Limited by virtue of being its single largest shareholder and holding controlling voting rights at the Annual General
Meeting of the Company. Accordingly, Daikaffil Chemicals India Limited is considered a subsidiary of Mikusu India Private
Limited and, therefore, a step-down subsidiary of Heranba Industries Limited.

18. DIRECTORS & KMP:

a. Appointment/Re-appointment/Resignation of Directors:

At the ensuring Annual General Meeting, Shri Sadashiv Kanyana Shetty (DIN: 00038681), would retire by rotation and being
eligible for the re-appointment, offers himself for re-appointment.

During the year under review following appointments and resignations took place:

Sr. No. Name	Designation	Nature of Change	Effective Date
1 Mr. Amit Jayant Patel (DIN:00005232)	Director	Resignation	April 12, 2024

During the year under review, the non-executive directors of the Company had no material pecuniary relationship or
transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/Committee of the Company.

Details of the Directors seeking appointment/reappointment including a profile of these Directors, are given in the Notice
convening the 33^rd Annual General Meeting of the Company.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 164(2) of
Companies Act, 2013.

b. Key Managerial Personnel (KMP):

Pursuant to Section 2(51) read with Section 203 of the Companies Act, 2013 read with Rules made thereunder, the following
persons has been designated as Key Managerial Personnel of the Company under the Companies Act, 2013

(a) Mr. Sadashiv K Shetty, Non-Executive Chairman

(b) Mr. Raghuram K Shetty, Managing Director

(c) Mr. Raunak R Shetty, Chief Financial Officer

(d) Mr. Jay Patel, Company Secretary

During the year under review following appointments and resignations took place:

Sr. No.	Name	Designation	Nature of Change	Effective Date
1	Mrs. Sunil Bhaurao Shedge	Chief Financial Officer	Resignation	May 31, 2024
2	Ms. Alesha Khan	Company Secretary	Resignation	July 06, 2024
3	Mr. Raunak R Shetty	Chief Financial Officer	Appointment	August 08, 2024
4	Mr. Jay Patel	Company Secretary	Appointment	August 08, 2024

c. Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies
Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with
rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise
and experience.

In terms of regulation 25(8) of the Listing Regulations, they
have confirmed that they are not aware of any circumstances
or situation which exist or may be reasonably anticipated that
could impair or impact their ability to discharge their duties.
Based on the declarations received from the independent
directors, the Board has confirmed that they meet the criteria
of independence as mentioned under regulation 16(1)(b) of
the Listing Regulations and that they are independent of the
management.

d. Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 the
Board has carried out the annual performance evaluation
of its own performance, its committees and that of its
individual Directors. The evaluation was done based on set
questionnaires which were given to them at the time of
evaluation.

e. Personnel:

Industrial relations at the Company''s factory and other
establishments remained cordial during the year. We
appreciate the contribution made by the employees.

f. Remuneration Policy for the Directors, Key
Managerial Personnel and other Employees:

In terms of the provisions of Section 178 (3) of the Act,
the Nomination & Remuneration Committee is responsible
for formulating the criteria for determining qualification,
positive attributes and independence of a Director. The
Nomination & Remuneration Committee is also responsible
for recommending to the Board a policy relating to the
remuneration of the Directors, Key Managerial Personal and
other employees. In line with this requirement, the Board has
decided to form Remuneration Committee.

19. MEETING OF BOARD AND COMMITTEEE:

During the financial year under review the Board met 9 times, Audit Committee met 7 times, Nomination and Remuneration
Committee met 4 times and Stakeholders Relationship Committee met 1 time. The details are given below:

(a) Meetings of the Board and Attendance thereof:

The Board met 9 (Nine) times during the financial year ended March 31, 2025 on the below mention date.

Sr. No.	Date of Board Meeting
1	April 15, 2024
2	May 25, 2024
3	August 08, 2024
4	November 09, 2024
5	November 25, 2024
6	January 25, 2025
7	February 11, 2025
8	March 18, 2025*
9	March 25, 2025

* Separate Board Meeting of Independent Director.

Directors Attendance Record:

Sr. No.	Name of Director	No. of Meetings entitled to attend	No. of Meetings attended	% of attendance
1	Mr. Sadashiv K Shetty	8	8	100%
2	Mr. Raghuram K Shetty	8	8	100%
3	Mr. Omprakash Singh	9	9	100%
4	Mrs. Bhagavati Kalpesh Donga	9	9	100%

(b) Meetings of the Audit Committee and Attendance thereof:

The committee met 7 (Seven) times during the financial year ended March 31, 2025. These meetings were held on April 15,
2024, May 25, 2024, August 08, 2024, November 09, 2024, November 25, 2024, January 25, 2025 and February 11, 2025.

Sr. No. Name of Director	No. of Meetings entitled to attend	No. of Meetings attended	% of attendance
1 Mr. Omprakash Singh	7	7	100%
3 Mr. Raghuram K Shetty	7	7	100%
2 Mrs. Bhagavati Kalpesh Donga	7	7	100%

(c) Meetings of the Nomination and Remuneration Committee and Attendance thereof:

The committee met 4 (Four) times during the financial year ended April 15, 2024, August 08, 2024, November 09, 2024 and
February 11, 2025.

Sr. No. Name of Director	No. of Meetings entitled to attend	No. of Meetings attended	% of attendance
1 Mr. Omprakash Singh	4	4	100%
2 Mr. Sadashiv K Shetty	4	4	100%
3 Mrs. Bhagavati Kalpesh Donga	4	4	100%

(d) Meetings of the Stakeholders Relationship Committee and Attendance thereof:

The committee met 1 (One) time during the financial year ended March 31, 2025 on March 25, 2025.

Sr. No. Name of Director	No. of Meetings entitled to attend	No. of Meetings attended	% of attendance
1 Mr. Omprakash Singh	1	1	100%
2 Mr. Raghuram K Shetty	1	1	100%
3 Mrs. Bhagavati Kalpesh Donga	1	1	100%

20. AUDITORS:

(a) Statutory Auditor:

M/s. NGST & Associates, Chartered Accountants (Firm
Registration No.: 135159W) was appointed as the Statutory
Auditors of the Company by the members at the Annual
General Meeting (AGM) held on 19^th August, 2022 for a
period of 5 years, to hold office from the conclusion of 30^th
AGM until the conclusion of 35^th AGM of the Company.

During the year under review M/s. NGST & Associates,
Chartered Accountants (Firm Registration No.: 135159W),
had resigned from the office of Statutory Auditor, vide their
letter dated November 12, 2024, before completion of their
term.

Following a casual vacancy, the Board of Directors, based
on the recommendation of the Audit Committee, appointed
M/s. Natvarlal Vepari & Co., Chartered Accountants (Firm
Registration No. 106971W), as the Statutory Auditors of
the Company at its meeting held on November 25, 2024 to
hold office until the conclusion of the next Annual General
Meeting of the Company.

The Company has obtained the approval of the Shareholders
on January 03, 2025 by way of Ordinary Resolution for
the appointment of M/s. Natvarlal Vepari & Co., Chartered
Accountants (Firm Registration No. 106971W), as Statutory
Auditors of the company to fill the casual vacancy caused
by the resignation of the eastwhile auditors M/s. NGST
& Associates., Chartered Accountants (Firm Registration
No.: 135159W).

Subsequent to the appointment of M/s. Natvarlal Vepari
& Co. as the Statutory Auditors of the Company, the firm
informed the Company that it has been converted into a
Limited Liability Partnership (LLP) and the name of the firm
has been changed from "Natvarlal Vepari & Co.” to "Natvarlal
Vepari & Co. LLP”, in accordance with the provisions of the
Limited Liability Partnership Act, 2008. The Company has
made the necessary intimation regarding the said change

in the name of the Statutory Auditors to the Bombay Stock
Exchange on April 19, 2025.

Further the Company has been informed by the Auditors that
the name of the firm has again been changed from "Natvarlal
Vepari & Co. LLP” to ''N V C & Associates LLP''. The change is
in compliance with applicable regulatory requirements, and
the Company has accordingly intimated the Bombay Stock
Exchange on June 12, 2025.

Furthermore, The Board of the Directors has, on the
recommendation of the Audit Committee, recommended
for the approval of the Shareholders by way of the Ordinary
Resolution to appoint ''N V C & Associates LLP''., Chartered
Accountants (Firm Registration No. 106971W), for another
term of 5 Years w.e.f. F.Y.2025-26 to F.Y. 2029-30 and the
consent of them has been received by the Company.

The Company has received consent from ''N V C & Associates
LLP''., Chartered Accountants, along with a confirmation
that they satisfy the eligibility criteria prescribed under the
Companies Act, 2013 and rules framed thereunder.

Explanations or Comments by the Board on every
Qualification, Reservation or Adverse Remark or
Disclaimer Made:

The Statutory Auditors Report for FY 2024-25 does not
contain any qualification, reservation or adverse remarks.

The comments by the auditors in their report read along with
information and explanation given in notes to accounts are
self-explanatory and do not call for further explanation.

(b) Secretarial Auditors & Secretarial Audit
Report:

Pursuant to the provisions of Section 204 of the Act,
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, every
listed entity, along with certain other prescribed categories

of companies, is required to conduct a Secretarial Audit and
annex the Secretarial Audit Report to its Annual Report.

Based on the recommendation of the Audit Committee,
your Directors appointed M/s. GMJ & Associates, Practising
Company Secretaries, as the Secretarial Auditors of your
Company for the Financial Year ended March 31, 2025.
The Secretarial Audit Report, as issued by the Secretarial
Auditors, is annexed herewith as Annexure - B to this Report.

Further, in accordance with the recent amendment to
Regulation 24A of the SEBI Listing Regulations, a listed
entity is required to appoint a Secretarial Auditor for a
period of five consecutive years, subject to approval by the
shareholders at the AGM.

Accordingly, pursuant to the applicable provisions of
the Act, and the SEBI Listing Regulations, and based
on the recommendation of the Audit Committee, your
Directors have approved the appointment of M/s. GMJ
& Associates, Company Secretaries, as the Secretarial
Auditors of your Company for a period of five years,
commencing from April 01, 2025, until March 31,
2030. A resolution seeking shareholders'' approval
for the appointment of M/s. GMJ & Associates has
been included in the Notice convening the AGM. Your
Directors recommend the resolution for your approval.

Explanations or Comments by the Board on every
Qualification, Reservation or Adverse Remark or
Disclaimer Made:

The report of Secretarial Auditor is self-explanatory and does
not contain any qualification, reservation, adverse remarks or
disclaimer.

21. DETAILS OF FRAUD REPORTED BY
AUDITORS:

During the year under review, the Auditors of the Company
have not reported to the Audit Committee, under Section
143(12) of the Act, any instances of fraud committed
against the Company by its officers or employees, therefore
no detail is required to be disclosed under Section 134 (3)
(ca) of the Act.

22. SECRETARIAL STANDARDS:

The Directors confirm that the Company is in compliance
with applicable secretarial standards issued by Institute of
Company Secretaries of India.

23. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year
under review, as stipulated under SEBI (LODR) Regulations
is given separately and forms part of this 33^rd Annual Report
of the Company as Annexure - C.

24. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to provisions of Section 124(5) of the Companies Act, 2013, dividend for the financial year 2017-18 and thereafter,
which remains unclaimed for a period of 7 years shall be transferred by the Company to Investor Education and Protection
Fund established by the Central Govt.

Information in respect of such unclaimed dividend when due for transfer to the fund is given below:

Financial Year	Type of Dividend	Date of Declaration	Remained Unclaimed for 7 years (Due date shall be plus 30 days)	Amount lying in the Account as on 31.03.2025
2017-2018	Final Dividend	10-08-2018	17-09-2025	157,022.40
2019-2020	Interim Dividend	11-02-2020	18-03-2027	104,489.00

Those Members who have so far not encashed their dividend warrants from the final dividend from F.Y. 2017-2018 onwards,
may approach the Registrar and Share Transfer Agents, M/s. MUFG India Pvt. Ltd, for making their claim without any
further delay as the said unpaid dividends shall be transferred to the Investor Education and Protection Fund of the Central
Government pursuant to the provisions of Companies Act.

In terms of Section 124(6) of Companies Act, 2013 and the Rules notified there under, including amendments thereof, the
shares in respect of which dividend has not been paid or claimed for a period of seven consecutive years or more, are required
to be transferred by the Company to the IEPF Suspense Account.

Accordingly, the Company has transferred shares to IEPF Suspense Account in respect of which dividend has not been paid
or claimed since 2016-17. The summary for the same is given below:

Name of Depository	Demat Account Maintained with	Account details
CDSL SBICAP Securities Limited DP ID: 1204 7200	CDSL SBICAP Securities Limited DP ID: 1204 7200	CDSL SBICAP Securities Limited DP ID: 1204 7200

The break-uo/details of total number of shares transferred to Investor Education and Protection Fund (IEPF) is provided below:

Shares held with	Number of records	Number of shares (Quantity)
CDSL	05	501
NSDL	04	900
Physical	42	5205
Total	51	6606

The details of unpaid/unclaimed dividend and number of
shares transferred are available on our website: (www.
daikaffil.com)

Shareholders are requested to note that no claim shall
lie against the Company in respect of any amounts which
were unclaimed and unpaid for a period of seven years and
transferred to Investor Education and Protection Fund of
the Central Government. However, Shareholders may claim
from IEPF Authority both unclaimed dividend amount and
the shares transferred to IEPF Suspense Account as per the
applicable provisions of Companies Act, 2013 and rules
made thereunder.

25. OTHER DISCLOSURE:

a. Cost Records:

The provisions of sub-section (1) of Section 148 of the Act
are not applicable to the Company as Central Government
has not specified the maintenance of cost records for any of
the business activities of the Company.

b. Change in the nature of business:

There has been no change in the Nature of Business during
the year under review. However the Company has resumed
its Operation of manufacturing of Chemical business during
the period under review. Further no material changes or
commitments have occurred between the end of the
financial year and the date of this report which affect the
financial statements of the Company.

c. Material Changes and Commitments, If Any
affecting the Financial Position of the Company:

No material changes and commitments affecting the
financial position of the Company occurred between the
end of the financial year to which this financial statements
relate and the date of this report.

d. Deposits:

The Company has neither accepted nor renewed any
deposits from public during the year nor has any outstanding
Deposits in terms of Section 73 of the Companies Act, 2013.
Further there were no Deposits which are not in compliance
of the requirements of Chapter V of the Act.

e. Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered
under the provision of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.

f. Annual Return:

Pursuant to Section 134(3)(a) of the Act, the Annual Report
referred to in Section 92(3) of the Act read with Rule 12
of the Companies (Management and Administration) Rules,
2014, the Annual Return for the financial year ended March
31, 2025 is available on the Company''s website at www.
daikaffil.com.

g. Particulars of employees:

The Statement of Disclosure of Remuneration under Section
197 of the Companies Act, 2013 read Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure - D.

h. Status of Listing Fees:

The Shares of the Company are continued to be listed on
the BSE Limited ("BSE"). Listing Fees till date have been duly
paid to BSE, where Company''s shares are Listed.

i. Registrar and Share Transfer Agent:

M/s. MUFG Intime India Private Limited, C 101, 247 Park,
L.B.S. Marg, Vikhroli (West), Mumbai - 400 083 Tel No- 1800
1020 878 is the Registrar and Share Transfer Agent of the
Company for the physical and Demat shares. The members
are requested to contact directly for any requirements.

j. Complaints relating to Child Labour, Forced
Labour, Involuntary Labour, Sexual Harassment:

The Company has adopted a policy on prevention, prohibition
and Redressal of Sexual harassment at workplace and has
duly constituted an Internal Complaints Committee in line
with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules thereunder. No case of child labour,
forced labour, involuntary labour, sexual harassment and
discriminatory employment was reported during the
FY 2024-25. The Company has a policy on sexual harassment
under which employees can register their complaints against
sexual harassment. The policy ensures a free and fair enquiry
with clear timelines.

During the financial year under review, the Company has not
received any complaints of work place complaints, including
complaints on sexual harassment.

k. Maternity benefit provided by the Company
under maternity benefit act 1961:

The Company confirms that it is fully aware of and remains
committed to complying with the provisions of the Maternity

Benefit Act, 1961. While there are currently no women
employees on its rolls, the Company has appropriate systems
and policies in place to ensure that all statutory benefits
under the Act, including paid maternity leave, continuity of
salary and service during the leave period, nursing breaks,
and flexible return-to-work arrangements will be extended
to eligible women employees as and when applicable. The
Company remains committed to fostering an inclusive and
legally compliant work environment.

l. Material Orders passed by Regulators, Courts
or Tribunal:

There were no significant or material orders passed by
the Regulators, Courts or Tribunal which impact the going

concern status of the Company and the Company''s
operations in future.

m. Research and Development and Quality
Control:

The activities of R & D consist of improvement in the process
of existing products, decrease of effluent load and to
develop new products and by-products.

The management is committed to maintain the quality
control and it is the strength of the Company. All raw material
and finished products and materials at various stages of
process pass through stringent quality check for the better
result and product.

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

As required under Section 134 (3) (m) of the Companies Act, 2013 read together with the Rule 8 of the Companies (Accounts)
Rules, 2014 the relevant information is given below.

(A) Power and fuel Consumption

The Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 require the disclosure of particulars
regarding Conservation of Energy in Form-A and Technology Absorption in Form-B as prescribed by the Rules.

The details are as follows:

Particulars	31.03.2025	31.03.2024
(1) Electricity
Purchased units	212385	-
Total Amount	3474632.73/-	-
Rate per Unit (in '')	16.36	-
(2) Own Generator		-
Fuel (Diesel) units	640	-
Total Amount (in '')	59634/-	-
Rate per Liter (in '')	93.17/-	-

(B) Technology Absorption:

The technology required for the Company is available indigenously.

(C) Foreign Exchange Earnings and Outgo:

Particulars	31.03.2025	31.03.2024
Earnings	2.77	-
Outgo	-	-

27. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility

Statement:

(a) in the preparation of the annual accounts, 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 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 devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

28. DETAILS OF APPLICATION MADE
OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE,
2016:

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 along with their status as at the end of the
financial year is not applicable.

29. DETAILS OF DIFFERENCE BETWEEN
VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

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

30. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government
Authorities for their continued support extended to your
Companies activities during the year under review. Your
Directors deeply appreciate the committed efforts put in by
employees at all levels, whose continued commitment and
dedication contributed greatly to achieving the goals set by
your Company. Your Directors also acknowledges gratefully
the shareholders for their support and confidence reposed
on your Company.

For Daikaffil Chemicals India Limited

Sadashiv K. Shetty Raghuram K. Shetty

Date: August 12, 2025 Chairman Managing Director

Place: Mumbai DIN: 00038681 DIN: 00038703

---

Mar 31, 2024

Your Directors have pleasure in submitting their 32^nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31,2024.

1. FINANCIAL RESULTS:

The summarized standalone results of your Company are given in the table below:

('' in Lakh except per share)

Particulars	For the year ended	For the year ended
	March 31, 2024	March 31, 2023
Revenue from Business Operations	0.00	63.71
Other Income	71.11	40.99
Total Income	71.11	104.70
Total Expenses	260.39	312.19
Profit/(loss) Before Tax	(189.28)	(207.49)
Less: Tax Expenses (including for earlier years)	0.94	5.87
Net Profit/(Loss) After Tax	(190.22)	(213.36)
Paid Up Equity Share Capital ( Face Value '' 10 each fully paid up)	60.00	60.00
Other Equity	453.72	643.94
Earning Per Share (Basic/Diluted)	(3.17)	(3.56)

2. DIVIDEND:

As the Company is incurring the lossess during the year under review, your Directors do not recommend Dividend for the financial year 2023-24..

3. FINACIAL PERFORMANCE AND OPERATIONAL REVIEW:

During the year under review, the Company earned total revenue of '' 71.11 Lakh in FY24 as compared to '' 104.70 Lakh in FY23. Loss After Tax stood at '' 190.22 Lakh in FY24 as compared to '' 213.36 Lakh in FY23.

4. SHARE CAPITAL:

As on March 31, 2024, the Authorized share capital of the Company stood at '' 6,50,00,000/- (Rupees Six Crore Fifty Lakh Only) divided into 65,00,000 (Sixty Five Lakh) equity shares of '' 10/- ('' Ten) Each.

As on March 31, 2024, the issued, subscribed and paid up Equity share capital of your Company stood at '' 6,00,00,000/- ( Rupees Six Crore Only) divided into 60,00,000 (Sixty Lakh) Equity shares of '' 10/- ('' Ten) each.

5. TRANSFER TO GENERAL RESERVES:

The Company doesn''t propose to transfer any amount to General Reserve.

6. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company. Further Directors have personally overviewed

the adequacy of internal controls and also appointed M/s. SPSJ & Associates LLP. as the Internal Auditor to manage the internal controls of the Company w.e.f April 01,2024.

In addition to Internal Audit, the Company has implemented well established internal financial practices, tool for mitigating risk in order to ensure adequate internal financial control commensurate with the size of the Company.

7. FINANCIAL LIQUIDITY:

Cash and Cash Equivalent as at March 31, 2024 was '' 751.91 Lakh. The Company''s working capital management is based on a well-organized process of continuous monitoring and control on Receivables, Inventories and other parameters.

8. RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions entered during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions, if any, are placed before the Audit Committee. Further all the Related Party Transaction are disclosed in Financial Statement forming part of the Annual Report

9. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Policy under which it established a Whistle Blower Policy/Vigil Mechanism.

This policy seeks the support of employees, channel partners and vendors to report Significant deviations from key management policies and report any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct etc.

The Vigil Mechanism/Whistle Blower policy cover serious concerns that could have grave impact on the operations and performance of the business of Daikaffil Chemicals India Limited. A Vigil (Whistle Blower) mechanism provides a channel to the employees and directors to report to the management concerns ethical behavior, actual or suspected fraud or violation of the code of conduct mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The policy neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and/or colleagues in general.

The detailed Vigil Mechanism/Whistle Blower Policy of the Company is uploaded on the Company''s website may be accessed on the Company''s website.

10. CODE OF CONDUCT:

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

11. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Committee of the Board formulated a Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees which, inter alia, prescribes the criteria for determining qualifications, positive attributes and independence of Directors. The Policy is available on the web site of the Company www.daikaffil.com.

12. PREVENTION OF INSIDER TRADING:

Pursuant to the SEBI (Prohibition of insider trading) Regulations, 2015, the Company has formulated and adopted a Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

13. CORPORATE GOVERNANCE REPORT:

The paid-up capital of the Company is '' 6,00,00,000/- (Rupees Six crore) i.e. less than '' 10 crore and the Net-worth of the Company is less than 25 crore as on the last day of the previous financial year.

Pursuant to regulation 15(2) of SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V SHALL NOT apply, in respect of those listed entities whose paid up equity share capital does not exceed rupees ten crore and net worth does not exceed rupees twenty five crore, as on the last day of the previous financial year. Accordingly, your Company is exempt from attaching Corporate Governance report

14. RISK MANAGEMENT POLICY:

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

15. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

16. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, were not applicable to the Company for the financial year ended March 31,2024.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does''t have Subsidairy or Associate Company. However, during the year under review. Share Purchase Agreement dated November 08, 2023 (“Share Purchase Agreement”) was executed among the Promoter Sellers, Other Selling Shareholders of Daikaffil Chemicals India Limited (“Daikaffil”) and Mikusu India Private Limited (Mikusu) along with Heranba Industries Limited (“Heranba”).

Pursuant to the said Share Purchase Agreement, Mikusu acquired 29,08,719 (Twenty Nine Lakh Eight Thousand Seven Hundred and Nineteen) Equity Shares, which constitutes 48.48% (Forty Eight point Forty Eight percent) of the Equity and Voting Share Capital of Daikaffil from the Promoter Sellers and Other Selling Shareholders of Daikaffil.

As Mikusu is 100% Wholly owned Subsidiary Company of Heranba and the Mikusu has a defacto control on Daikaffil being the single largest shareholder who has controlling votes at the AGM of the Company. Hence, Daikaffil is considered as the Subsidiary Company of Mikusu and in turn a Step-Down Subsidiary of Heranba Industries Limited.

18. DIRECTORS & KMP:

a. Appointment/Re-appointment/Resignation of Directors:

At the ensuring Annual General Meeting, Mr. Sadashiv K. Shetty (DIN: 00038681), would retire by rotation and being eligible for the re-appointment, offers himselves for re-appointment.

During the year under review following appointments and resignations took place:

Sr. No.	Name	Designation	Nature of Change	Effective Date
1	Mr. Sudhir Patel (DIN: 00012036)	Non-Executive, Independent Director	Resignation	November 07, 2023
2	Mr. Sadashiv K. Shetty (DIN: 00038681)	Non-Executive Additional Director	Appointment	March 26, 2024
3	Mr. Raghuram K. Shetty (DIN: 00038703)	Executive Additional Director	Appointment	March 26, 2024
4	Mr. Omprakash S. Singh (DIN: 02103500)	Additional Director to be designated as Non-Executive Independent Director	Appointment	March 26, 2024
5	Mrs. Bhagavati Kalpesh Donga (DIN: 08537080)	Additional Director to be designated as Non-Executive Independent Woman Director	Appointment	March 26, 2024
6	Mr. Aditya Amit Patel (DIN: 00005276)	Director	Resignation	March 27, 2024
7	Mr. Sunil Hansraj Merchant (DIN: 01064306)	Independent Director	Resignation	March 27, 2024
8	Mrs. Maithili Manharlal Siswawala (DIN: 07107622)	Independent Director	Resignation	March 27, 2024

During the year under review, the Non-Executive Directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Details of the Directors seeking appointment/re-appointment including a profile of these Directors, are given in the Notice convening the 32^nd Annual General Meeting of the Company.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 164(2) of Companies Act, 2013.

b. Key Managerial Personnel (KMP):

Pursuant to Section 2(51) read with Section 203 of the Companies Act, 2013 read with Rules made thereunder, the following persons has been designated as Key Managerial Personnel of the Company as on March 31,2024 under the Companies Act, 2013:

(a) Ms. Alesha Khan, Company Secretary

(b) Mr. Sunil Shedge, Chief Financial Officer

During the year under review following appointments and resignations took place:

Sr. No.	Name	Designation	Nature of Change	Effective Date
1	Mrs. Seemab Ansari	Company Secretary	Resignation	August 25, 2023
2	Ms. Alesha Khan	Company Secretary	Appointment	November 01,2023
3	Mr. Aditya Amit Patel (DIN: 00005276)	Managing Director	Resignation	March 27, 2024

c. Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

d. Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, its committees and that of its individual Directors. The evaluation was done based on set questionnaires which were given to them at the time of evaluation.

e. Personnel:

Industrial relations at the Company''s factory and other establishments remained cordial during the year. We appreciate the contribution made by the employees.

f. Remuneration Policy for the Directors, Key Managerial Personnel and other Employees:

In terms of the provisions of Section 178(3) of the Act, the Nomination & Remuneration Committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending

to the Board a policy relating to the remuneration of the Directors, Key Managerial Personal and other employees. In line with this requirement, the Board has decided to form Remuneration Committee.

19. MEETING OF BOARD AND COMMITTEEE:

During the financial year under review the Board met 7 times, Audit Committee met 4 times, Nomination and Remuneration Committee met 2 times and Stakeholders Relationship Committee met 1 time. The details are given below:

a. Meetings of the Board and Attendance thereof:

The Board met 7 (Seven) times during the financial year ended March 31,2024 on the below mention date:

Sr. No.	Date of Board Meeting
1 May 22, 2023
2	August 11,2023
3	November 03, 2023*
4	November 03, 2023
5	Novemver 11,2023
6	November 18, 2023
7	February 12, 2024
8	March 26, 2024

* Separate Board Meeting of Independent Director.

Directors Attendance Record:

Sr. No.	Name of Director	No. of Meetings entitled to attend	No. of Meetings attended	% of attendance
1	Mr. Sudhir Patel*	4	2	50.00%
2	Mr. Aditya Patel	7	6	85.71%
3	Mr. Amit Patel	7	7	100%
4	Mr. Sunil Merchant	8	8	100%
5	Mrs. Maithili Siswawala	8	7	87.50%
6	Mr. Sadashiv K. Shetty	0	N.A.	N.A.
7	Mr. Raghuram K. Shetty	0	N.A.	N.A.
8	Mr. Omprakash Singh	0	N.A.	N.A.
9	Mrs. Bhagavati Kalpesh Donga	0	N.A.	N.A.

*Note: Mr. Sudhir Patel was resigned from the Board with effect from November 07, 2023.

b. Meetings of the Audit Committee and Attendance thereof:

The committee met 4 (Four) times during the financial year ended March 31, 2024. Thsese meetings were held on May 22, 2023, August 11, 2023, November 03, 2023 and February 12, 2024.

Sr.	Name of Director	No of Meetings entitled	No. of Meetings	% of attendance
No.		to attend	attended
1	Mr. Sudhir Patel	3	2	66.67%
2	Mr. Aditya Patel	4	4	100%
3	Mr. Sunil Merchant	4	4	100%
4	Mrs. Maithili Siswawala	4	3	75.00%

c. Meetings of the Nomination and Remuneration Committee and Attendance thereof:

The committee met 2 (Two) times during the financial year ended March 31, 2024. Thsese meetings were held on May 22, 2023 and November 03. 2023.

Sr.	Name of Director	No of Meetings entitled	No. of Meetings	% of attendance
No.		to attend	attended
1	Mr. Sudhir Patel	2	1	50.00%
2	Mr. Sunil Merchant	2	2	100.00%
3	Mrs. Maithili Siswawala	2	1	50.00%

d. Meetings of the Stakeholders Relationship Committee and Attendance thereof:

The committee met 1 (One) time during the financial year ended March 31.2024 on November 03. 2023.

Sr. No.	Name of Director	No of Meetings entitled to attend	No. of Meetings attended	% of attendance
1	Mr. Sudhir Patel	1	0	0.00%
2	Mr. Sunil Merchant	1	1	100.00%
3	Mrs. Maithili Siswawala	1	1	100.00%
4	Mr. Aditya Patel	1	1	100.00%

20. AUDITORS:

a. Statutory Auditor:

M/s. NGST & Associates. Chartered Accountants. Mumbai. bearing Firm Registration Number: 135159W were appointed by the members at their 30^th Annual General Meeting held in 2022 for five years.

Further. there is no qualification. adverse remark or observation in their audit report. However. there is emphasis on matter cited by the auditor which is self-explanatory.

No instance of fraud was reported by the Auditors during the year.

The Company has received Eligibility certificate letter from NGST & Associates. Chartered Accountants. Mumbai. to the effect that their appointment. is within the prescribed limits under Section 141(3)(g) of the Companies Act. 2013 and that they are not disqualified for appointment.

b. Secretarial Standards:

The Directors confirm that the Company is in compliance with applicable secretarial standards issued by Institute of Company Secretaries of India.

c. Secretarial Auditors & Secretarial Audit Report:

As on the date of this report. M/s. K. C. Suthar & Co..Practicing Company Secretary was the Secretarial Auditor of the Company.

The Secretarial Audit Report issued by the aforesaid in the Form MR-3 given by the Company secretary in practice is annexed with the report as Annexure-A.

The Secretarial Audit Report does not contain any qualification(s). reservation(s). adverse remark(s) or disclaimer(s).

The Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review. as stipulated under SEBI (LODR) Regulations is given separately and forms part of this 32^nd Annual Report of the Company as Annexure-B.

22. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

a. Auditors Qualification:

There were no qualifications. reservations or adverse remarks made by the Auditor in his report made for the financial year under review.

b. Secretarial Audit Report By Practicing Company Secretary:

There were no qualifications. reservations or adverse remarks made by the Secretarial Auditor in his report made for the financial year under review.

c. Details of Fraud reported by Auditors:

There were no frauds which are reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

23. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to provisions of Section 124(5) of the Companies Act, 2013, dividend amount aggregating to Rs. 1,93,463/- pertaining to F.Y. 2015-16 lying with the Company for a period of seven years were transferred during the financial year 2023- 24, to the Investor Education and Protection Fund established by the Central Government.

Information in respect of such unclaimed dividend when due for transfer to the fund is given below:

Description	Dividend Type	Date of declaration	Remained Unclaimed for 7 years	Amount lying in the Account as on March 31, 2023
Final Dividend For The Year 2016-2017	Final	04/08/2017	11/09/2024	345506.3
Final Dividend For The Year 2017-2018	Final	10/08/2018	17/09/2025	157982.4
Interim Dividend For The Year 2019-2020	Interim	11/02/2020	18/03/2027	107398.2

Those Members who have so far not encashed their dividend warrants from the final dividend from F.Y. 2016 - 17 onwards, may approach the Registrar and Share Transfer Agents, M/s. Link Intime India Pvt. Ltd, for making their claim without any further delay as the said unpaid dividends shall be transferred to the Investor Education and Protection Fund of the Central Government pursuant to the provisions of Companies Act.

In terms of Section 124(6) of Companies Act, 2013 and the Rules notified there under, including amendments thereof, the shares in respect of which dividend has not been paid or claimed for a period of seven consecutive years or more, are required to be transferred by the Company to the IEPF Suspense Account.

Accordingly, the Company has transferred shares to IEPF Suspense Account in respect of which dividend has not been paid or claimed. The summary for the same is given below:

DPID/CLID/Folio	Shareholder Name Shares
1204720013676780	Investor Education And 153825 Protection Fund Authority Ministry Of Corporate Affairs

The break-up/details of total number of shares transferred to Investor Education and Protection Fund (IEPF) is provided below:

Shares held with	Number of records	Number of shares (Quantity)
CDSL	4	600
NSDL	2	600
Physical	28	5720
Total	34	6920

The details of unpaid / unclaimed dividend and number of shares transferred are available on our website: (www.daikaffil.com).

Shareholders are requested to note that no claim shall lie against the Company in respect of any amounts which were unclaimed and unpaid for a period of seven years and transferred to Investor Education and Protection Fund of the Central Government. However, Shareholders may claim from IEPF Authority both unclaimed dividend amount and the shares transferred to IEPF Suspense Account as per the applicable provisions of Companies Act, 2013 and rules made thereunder.

24. OTHER DISCLOSURE:

a. Change in the nature of business:

There has been no change in the Nature of Business during the year under review. Further no material changes or commitments have occurred between the end of the financial year and the date of this report which affect the financial statements of the Company.

b. Material Changes and Commitments, If Any affecting the Financial Position of the Company:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

c. Deposits:

The Company has neither accepted nor renewed any deposits from public during the year nor has any outstanding Deposits in terms of Section 73 of the Companies Act, 2013. Further there were no Deposits which are not in compliance of the requirements of Chapter V of the Act.

d. Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

e. Annual Return:

The extracts of Annual Return [MGT-9] pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed on the website of the Company and can be accessed at www.daikaffil.com.

f. Particulars of employees:

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-C.

g. Status of Listing Fees:

The Shares of the Company are continued to be listed on the BSE Limited ("BSE”).

Listing Fees till date have been duly paid to BSE, where Company''s shares are Listed.

h. Registrar and Share Transfer Agent:

M/s Link Intime India Pvt. Ltd, C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083 Tel No.: 022-4918 6270 is the Registrar and Share Transfer Agent of the Company for the physical and Demat shares. The members are requested to contact directly for any requirements.

i. Complaints relating to Child Labour, Forced Labour, Involuntary Labour, Sexual Harassment:

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported during the FY 2023-24. The Company has a policy on sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a free and fair enquiry with clear timelines

j. Material Orders passed by Regulators, Courts or Tribunal:

There were no significant or material orders passed by the Regulators, Courts or Tribunal which impact the going concern status of the Company and the Company''s operations in future.

k. Research and Development and Quality Control:

The activities of R & D consist of improvement in the process of existing products, decrease of effluent load and to develop new products and by-products.

The management is committed to maintain the quality control and it is the strength of the Company. All raw material and finished products and materials at various stages of process pass through stringent quality check for the better result and product.

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

As required under Section 134 (3) (m) of the Companies Act, 2013 read together with the Rule 8 of the Companies (Accounts) Rules, 2014 the relevant information is given below.

Conservation of Energy and Technology Absorption:

Your Company has installed a wet scrubber on boiler which will reduce the consumption of coal and more importantly protect the environment.

This will minimize the carbon particles being released in the atmosphere. A tertiary treatment plant on line to reduce the water pollution load has also been installed.

The electrical instruments have been connected on line which has reduced the power consumption. Our Japanese collaborators have guided us on regular basis and we thereby conserve energy and reduce our waste water load.

Foreign Exchange Earnings and Outgo:

('' in Lakh)

Foreign Exchange Earnings	Nil
Foreign Exchange Outgo	Nil

26. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(a) In the preparation of the annual accounts, 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 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment anddedication contributed greatly to achieving the goals set by your Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For Daikaffil Chemicals India Limited

Sadashiv K. Shetty Raghuram K. Shetty

Place: Mumbai Chairman Managing Director

Date: May 25, 2024 DIN: 00038681 DIN: 00038703

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Mar 31, 2017

Dear Members,

The Directors have immense pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2017.

1. FINANCIAL RESULT

(Rs. in lakhs)

		2016-2017		2015-2016
Sales etc. and other income		2697.81		2799.21
Profit before Depreciation, Interest and Tax		507.99		366.50
Less: Depreciation	46.31		39.70
Interest	1.02		8.78
		47.33		48.48
Profit before Tax		460.66		318.02
Provision for Tax
Current Tax	(147.00)		(94.00)
Deferred Tax	(5.10)		(13.82)
Earlier Years	0.72		-
		(151.38)		(107.82)
Provision for Diminution in value of investment		---		---
Profit after Tax		309.28		210.20
Add: Balance Brought forward from the previous year		428.38		315.47
Profit available for Appropriation		737.66		525.67
Appropriation
Transfer to General Reserve		30.00		25.00
Proposed Dividend		--		60.00
Corporate Dividend Tax thereon		--		12.29
Balance carried forward		707.66		428.38
		737.66		525.67

2. OPERATIONS

During the year under review, your Company''s Revenue from operations has declined by 4 % i.e. from Rs.27.99 crores in previous year to Rs.26.98 crores.However, the Company has focused on the sales of Products with higher margin, which has resulted in 45% i.e. from Rs.318.02 lacs in previous year to Rs.460.66 lacs in current year.

3. DIVIDEND

The Board of Directors is pleased to recommend the final dividend of Rs.1.70/- per Equity shares of Rs.10/- each, (one-time special dividend of Rs.0.50/- per equity share for the Silver Jubilee year and Rs.1.20/- for the financial year 2016-2017).

4. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committee. A separate meeting of the Independent Directors was convened on 10th February 2017, which reviewed the performance of the Board, the Non-Independent Directors and the Chairman.

5. RISK MANAGEMENT POLICY

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

The Risk management policy is available on the website of the Company.

6. DEPOSITS

The Company has not accepted any deposits from the public during the year under review. As on 31st March, 2017, no unclaimed deposits are lying with the Company.

7. CONSOLIDATED FINANCIAL STATEMENT

The Audited Consolidated Financial Statement for the financial year ended March 31, 2017, based on the financial statement received from associate company, as approved by their respective Board of Directors have been prepared in accordance with Accounting Standard (AS) - 21 on ‘Consolidated Financial Statement'' read with AS-23 on ‘Accounting for Investments in Associates'', notified under the Act, read with the Accounting Standards Rules as applicable is forming part of Annual Report.

8. STATUTORY AUDITORS

At the Annual General Meeting held on August 21, 2015 M/s. Manish Patel and Company, Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2019-20. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM.

The Company has received Eligibility certificate letter dated 22nd April 2017 from them to the effect that their ratification, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Your Directors recommend their appointment as Statutory Auditors of the Company.

9. AUDITORS REMARKS AND OBSERVATION

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments. The Auditors'''' Report does not contain any qualification, reservation or adverse remark.

Further, during the year, in the course of the performance of their duties as auditor, no fraud were reported by them which they have reason to believe that an offence involving fraud has been committed against the Company by officers or employees of the Company.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134 (3) (m) of the Companies Act, 2013 read together with the Rule 8 of the Companies (Accounts) Rules, 2014 the relevant information is given below.

Conservation of Energy and Technology Absorption

Your Company has installed a wet scrubber on boiler which will reduce the consumption of coal and more importantly protect the environment. This will minimize the carbon particles being released in the atmosphere. A tertiary treatment plant on line to reduce the water pollution load has also been installed.

The electrical instruments have been connected on line which has reduced the power consumption. Our Japanese collaborators have guided us on regular basis and there by conserve energy and reduce our waste water load.

(Rs. in Lakhs)

Foreign Exchange Earnings: 1880.34

Foreign Exchange Outgo 579.45

11. DIRECTORS:

There were no changes in Board of Directors during the financial year 2016-2017

Mrs. Maithili Siswawala, retires by rotation at this Annual General Meeting and being eligible offers herself for reappointment.

Declaration by Independent Director(s)

The Company has received declarations from all Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section (6) of section 149 of the Companies'' Act 2013.

12. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186:

The Company has not given any loans covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.

13. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes / events occurring after balance sheet date till the date of the report to be stated.

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEE

During the financial year under review the Board met 4 times and Audit Committee met 4 times. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

15. SUBSIDIARY / ASSOCIATE COMPANY

The Company has an Associate company namely M/s Erca Specialty Chemicals Private Limited.

16. RELATED PARTY TRANSACTIONS:

During the period under review, the Company had not entered into any material transaction with any of its related parties. None of the transactions with any of the related parties were in conflict with the Company''s interest. All related party transactions are negotiated on an arm''s length basis and are intended to further the Company''s interest.

17. DETAILS OF ESTABLISHMENTOF VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy are made available on the Company''s website www.daikaffil.com

18. NOMINATION AND REMUNERATION COMMITTEE

During the financial year under review 1 (one) meeting of the Committee was held. The Board has, on the recommendation of the Nomination& Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the Directors'' Responsibility Statement in terms of Section 134(3) (c) of the Companies Act, 2013 and confirm that—

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

iii) The Directors have 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.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

20. PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

21. PERSONNEL:

Industrial relations at the Company''s factory and other establishments remained cordial during the year. We appreciate the contribution made by the employees towards achieving improved productivity and flexibility in operation.

22. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the continued support and co-operation by Government Authorities, Financial Institutions, Banks and our valued customers along with dedicated service of all the workers, staff and the officers, whose continuous support is a pillar of strength which have largely contributed to the efficient management of the Company. Suffice it to say, that your co-operation as our shareholders is hereby acknowledged with gratitude.

For and on behalf of the Board of Director,

DAIKAFFIL CHEMICALS INDIA LIMITED

AMIT PATEL ADITYA PATEL

Managing Director Jt. Managing Director

(DIN: 00005232) (DIN: 00005276)

---

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. FINANCIAL RESULT

	2015-2016 (Rupees)		2014-2015 (Rupees)
Sales etc. and other income		27,99,21,280		34,30,70,013
Profit before Depreciation, Interest and Tax		3,66,50,232		2,77,27,908
Less: Depreciation	39,70,152		41,73,426
Interest	8,77,661		19,71,586
		4,847,813		61,45,012
Profit before Tax		3,18,02,419		215,82,896
Provision for Tax
Current Tax	(94,00,000)		(68,00,000)
Deferred Tax	(13,82,634)		2,67,307
Earlier Years	-		4,93,385
		(1,07,82,634)		(60,39,308)
Provision for Diminution in value of investment		-		(26,436)
Profit after Tax		2,10,19,785		1,55,17,152
Add: Balance Brought forward from the previous year		3,15,46,996		2,61,84,944
Profit available for Appropriation		5,25,66,781		4,17,02,096
Appropriation
Transfer to General Reserve		25,00,000		25,00,000
Proposed Dividend		60,00,000		48,00,000
Corporate Dividend Tax thereon		12,28,800		9,83,040
Effect of revision of life of fixed assets		-		18,72,060
Balance carried forward		4,28,37,981		3,15,46,996
		5,25,66,781		4,17,02,096

2. OPERATIONS

During the year under review, your Company''s Revenue from operations has declined by 20% i.e. from Rs. 34.30 crores in previous year to Rs. 27.99 crores. However, the Company has focused on the sales of Products with higher margin, which has resulted in 47% i.e. from Rs. 215.82 lacs in previous year to Rs.318.02 lacs in current year.

3. DIVIDEND

The Board of Directors is pleased to recommend the dividend of Rs. 1/- per Equity share (on the face value of Rs. 10/- each) for the financial year ended 31st March, 2016.

4. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, and Nomination and Remuneration Committee. A separate meeting of the Independent Directors was convened, which reviewed the performance of the Board, the Non-Independent Directors and the Chairman.

5. RISK MANAGEMENT POLICY

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

6. DEPOSITS

The Company has not accepted any deposits from the public during the year under review. As on 31st March, 2016, no unclaimed deposits are lying with the Company.

7. CONSOLIDATED FINANCIAL STATEMENT

The Audited Consolidated Financial Statement for the financial year ended 31st March, 2016, based on the financial statement received from associate Company, as approved by their respective Board of Directors have been prepared in accordance with Accounting Standard (AS) - 21 on ‘Consolidated Financial Statement'' read with AS-23 on ‘Accounting for Investments in Associates'', notified under the Act, read with the Accounting Standards Rules as applicable is forming part of Annual Report.

8. STATUTORY AUDITORS

At the Annual General Meeting held on 21 August, 2015 M/s. Manish Patel and Company, Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2019-20. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM.

The Company has received letters from them to the effect that their ratification, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Your Directors recommend their appointment as Statutory Auditors of the Company.

9. AUDITORS REMARKS AND OBSERVATION

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments. The Auditors'''' Report does not contain any qualification, reservation or adverse remark.

Further, during the year, in the course of the performance of their duties as auditor, no fraud were reported by them which they have reason to believe that an offence involving fraud has been committed against the Company by officers or employees of the Company.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134 (3) (m) of the Companies Act, 2013 read together with the Rule 8 of the Companies (Accounts) Rules, 2014 the relevant information is given below.

Conservation of Energy and Technology Absorption

Your Company has installed a wet scrubber on boiler which will reduce the consumption of coal and more importantly protect the environment. This will minimize the carbon particles being released in the atmosphere. A tertiary treatment plant on line to reduce the water pollution load has also been installed.

The electrical instruments have been connected on line which has reduced the power consumption. Our Japanese collaborators have guided us on regular basis and there by conserve energy and reduce our waste water load.

Foreign Exchange Earnings and Outgo:

(Rs.in Lacs)

Foreign Exchange Earnings: 1705.09

Foreign Exchange Outgo 588.75

11. DIRECTORS:

There were no changes in Board of Directors during the financial year 2015-2016

Mr. Aditya Patel, retires by rotation at this Annual General Meetinf and being eligible offers himself for reappointment Declaration by Independent Director(s)

The Company has received declarations from all Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section (6) of section 149 of the Companies'' Act 2013.

12. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186:

The Company has not given any loans covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.

13. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes / events occurring after balance sheet date till the date of the report to be stated.

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEE

During the financial year under review the Board met 4 times and Audit Committee met 4 times. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

15. SUBSIDIARY / ASSOCIATE COMPANY

The Company has an Associate Company namely M/s Erca Speciality Chemicals Private Limited.

16. RELATED PARTY TRANSACTIONS:

During the period under review, the Company had not entered into any material transaction with any of its related parties. None of the transactions with any of the related parties were in conflict with the Company''s interest. All related party transactions are negotiated on an arm''s length basis and are intended to further the Company''s interest.

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy are made available on the Company''s website www.daikaffil.com

18. NOMINATION AND REMUNERATION COMMITTEE

During the financial year under review 1 (one) meeting of the Committee was held. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the Directors'' Responsibility Statement in terms of Section 134(3) (c) of the Companies Act, 2013 and confirm that—

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

iii) The Directors have 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.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

20. PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

21. PERSONNEL:

Industrial relations at the Company''s factory and other establishments remained cordial during the year. We appreciate the contribution made by the employees towards achieving improved productivity and flexibility in operation.

22. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the continued support and co-operation by Government Authorities, Financial Institutions, Banks and our valued customers along with dedicated service of all the workers, staff and the officers, whose continuous support is a pillar of strength which have largely contributed to the efficient management of the Company. Suffice it to say, that your co-operation as our shareholders is hereby acknowledged with gratitude.

For and On Behalf of the Board of Director,

DAIKAFFIL CHEMICALS INDIA LIMITED

AMIT PATEL ADITYA PATEL

D_at_e: M_ay 13 2016 Managing Director Jt. Managing Director

Place: Mumbai (DIN: 00005232) (DIN: 00005276)

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2015.

1. FINANCIAL RESULT

2014-2015 2013-2014 (Rupees) (Rupees)

Sales etc. and other income 34,30,70,013 33,69,04,333

Profit before Depreciation, Interest and Tax 2,77,27,908 3,21,43,659

Less: Depreciation 41,73,426 61,04,085

Interest 19,71,586 28,87,394

61,45,012 89,91,479

Profit before Tax 2,15,82,896 2,31,52,180

Provision for Tax

Current Tax (68,00,000) (80,00,000)

Deferred Tax 2,67,307 (5,77,073)

Earlier Years 4,93,385

(60,39,308) (85,77,073)

Provision for Diminution in value of investment (26,436) (2,19,946)

Profit after Tax 1,55,17,152 1,43,55,161

Add: Balance Brought forward from the previous year 2,61,84,944 1,99,45,543

Profit available for Appropriation 4,17,02,096 3,43,00,704

Appropriation

Transfer to General Reserve 25,00,000 25,00,000

Proposed Dividend 48,00,000 48,00,000

Corporate Dividend Tax thereon 9,83,040 8,15,760

Effect of Revision of Life of Fixed Assets 18,72,060 -

Balance carried forward 3,15,46,996 2,61,84,944

4,17,02,096 3,43,00,704

2. OPERATIONS

The Company has registered a record performance over previous year, despite challenging macro economic conditions, high inflation, depreciation of the Indian Rupee against the US Dollar and Euro coupled with negative business sentiments prevailing throughout the year and across the Industry. Thanks to the sustained drive and team work of the entire organization, performance remained as top priority on the agenda. This resulted into sales growth and Increase in profitability which should be considered satisfactory.

Your Company has maintained the growth this year as well. Our Revenue from operations increased by 1.83 % i.e. from Rs.33.69 crores in previous year to Rs.34.30 crores in current year. Profit before tax decreased by 6 % i.e. from Rs.229.32 lacs in previous year to Rs.215.56 lacs in current year.

3. DIVIDEND

The Board of Directors is pleased to recommend the final dividend of Rs.0.80 per share (on the face value of Rs.10 each) for the financial year ended 31st March, 2015.

4. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, and Nomination and Remuneration Committee. A separate meeting of the Independent Directors was convened, which reviewed the performance of the Board, the Non-Independent Directors and the Chairman.

5. RISK MANAGEMENT POLICY

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

6. DEPOSITS

The Company has not accepted any deposits from the public during the year under review. As on 31st March, 2015, no unclaimed deposits are lying with the Company.

7. STATUTORY AUDITORS

M/s. Manish Patel and Company, Chartered Accountants, Mumbai, (Registration No. 126272W), the Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and they are eligible for appointment. They have furnished a certificate to the effect that their appointment, if made, will be in accordance with the provisions of Section 139 (1) and other applicable provisions of the Companies Act, 2013 read with the Companies' (Audit and Auditors) Rules, 2014, to hold office from conclusion of ensuing Annual general meeting until the conclusion of 27th Annual General Meeting of the Company to be held in the financial year 2020.

Your Directors recommend their appointment as Statutory Auditors of the Company.

8. EXTRACTOFTHEANNUALRETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure A"

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134 (3) (m) of the Companies Act, 2013 read together with the Rule 8 of the Companies (Accounts) Rules, 2014 the relevant information is given below.

Conservation of Energy And Technology Absorption

Your Company has installed a wet scrubber on boiler which will reduce the consumption of coal and more importantly protect the environment. This will minimize the carbon particles being released in the atmosphere. A tertiary treatment plant on line to reduce the water pollution load has also been installed.

The electrical instruments have been connected on line which has reduced the power consumption. Our Japanese collaborators have guided us on regular basis and there by conserve energy and reduce our waste water load.

A sum of Rs.6.50 lacs has been spent during the year to conserve the energy and reduce other operating costs.

Foreign Exchange Earnings and Outgo

(Rs in Lacs)

Foreign Exchange Earnings: 2202.95

Foreign Exchange Outgo 1095.97

10. DIRECTORS

During the year under review the composition of Board of Directors was reconstituted as per the provision 149 of the Companies Act 2013 and the rules made there under and as per the revised Clause 49 of Listing Agreement.

The following changes in the Board took place during the year.

A) Changes in Directors and Key Managerial Personnel

Dr. Giuseppe Secommandi was appointed as Independent Director in last Annual General Meeting through oversight, however the Board has reappointed him as a Non executive Director other than Independent Director in its meeting held on 8th November 2014.

Mr. Sishir Amin retired from the position of Managing Director of the Company with effect from January, 1st, 2015. The Board places on record their appreciation of the valuable advice and guidance given by him while he was a Managing Director.

Mr. Amit Patel resigned as Chairman w.e.f. January 1st, 2015 and however continued as a Director. He was appointed as a Managing Director by the Board w.e.f. January 1st, 2015. An ordinary resolution is proposed for appointment of Mr. Amit Patel as Managing Director at this Annual General Meeting.

Mr. Sudhir Patel was appointed as a Chairman w.e.f from January, 1st 2015.

Mr. Rajiv Gandhi was appointed as an Alternate Director in place of Dr. Giuseppe Secommandi, Non Executive Director w.e.f. 13th February 2015.

Mr. Sunil Merchant was appointed as an Alternate Director in place of Mr. Hiroshige Tanaka, Independent Director w.e.f. 13th February 2015.

The Board of Directors had appointed Mrs. Maithili Siswawala as Additional Director in the category of Woman Director with effect from 17th March 2015. Her terms of office expire at this Annual General Meeting pursuant to the provision of section 161(1) of Companies Act 2013. An Ordinary Resolution is proposed to appoint her as a Director at this Annual General Meeting

Dr. Giuseppe Secommandi, retires by rotation at this Annual General Meeting and being eligible offers himself for re- appointment.

B) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received declarations from all Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section (6) of section 149 of the Companies' Act 2013.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEE

During the financial year under review the Board met 6 (Six) times and Audit Committee met 5 (Five) times. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

12. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a vigil mechanism for Directors, employees any other individual or organization to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Law or any other concerns/grievances. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail of the mechanism. In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is available on Company's website.

13. NOMINATION AND REMUNERATION COMMITTEE

During the financial year under review 4 (four) meeting of the Committee were held. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The policy on Nomination & Remuneration is annexed herewith as "Annexure B".

14. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Dinesh Kumar Deora, (Membership No. FCS 5683, COP No. 4119) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in Form MR - 3 is annexed herewith as "Annexure C"

15. CORPORATE GOVERNANCE

The Corporate Governance are set out as separate "Annexure D" together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion & Analysis Report, which form an integral part of this Report, is annexed herewith as "Annexure E"

17. DIRECTORS' RESPONSIBILITY STATEMENT

Your directors make the Directors' Responsibility Statement in terms of Section 134(3) (c) of the Companies Act, 2013 and confirm that—

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

iii) The Directors have 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.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

18. PARTICULARS OF EMPLOYEES

The information required under Section 197 read with Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is annexed herewith as "Annexure F"

The Company does not have any employee whose particulars are required to be given pursuant to Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

19. PERSONNEL

Industrial relations at the Company's factory and other establishments remained cordial during the year. We appreciate the contribution made by the employees towards achieving improved productivity and flexibility in operation.

20. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the continued support and co-operation by Government Authorities, Financial Institutions, Banks and our valued customers along with dedicated service of all the workers, staff and the officers, whose continuous support is a pillar of strength which have largely contributed to the efficient management of the Company. Suffice it to say, that your co-operation as our shareholders is hereby acknowledged with gratitude.

For and on behalf of the Board,

AMIT PATEL ADITYA PATEL Mumbai, May 29, 2015 Managing Director Jt. Managing Director (DIN : 00005232) (DIN : 00005276)

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their Twenty Second Annual Report together with the Audited statement of Accounts along with the Report of the Auditors for the year ended 31st Match, 2014

FINANCIAL RESULTS:

2013-2014 2012-2013 (Rupees) (Rupees)

Sales etc. and other income 336,904,333 303,869,615

Profit before Depreciation, Interest and Tax 32,143,659 023,246,385

Less: Depreciation 6,104,085 5,617,696

Interest 2,887,394 2,847,087

8,991,479 8,464,783

Profit before Tax 23,152,180 14,781,602

Provision for Tax

Current Tax (80,00,000) (4,900,000)

MAT Credit / (Set off) -- (258,000)

Deferred Tax (577,073) 63,045

(8,577,073) (5,094,955)

(Excess)/Short Provision Tax (32,725)

Provision for Dimunition in value of investment (219,946) --

Prior Period Expenses --

Excess Depreciation Charged -- 96,700

in previous years --

Profit after Tax 14,355,161 9,750,622

Add: Balance Brought forward from the previous year 19,945,543 15,227,946

Profit available for Appropriation 34,300,704 24,978,568

Appropriation

Transfer to General Reserve 2,500,000 1,500,000

Proposed Dividend 4,800,000 3,000,000

Corporate Dividend Tax Thereon/short provision of Dividend Tax 815,760 5,33,025

Balance carried forward 26,184,944 19,945,543

34,300,704 24,978,568



REVIEW OF OPERATIONS:

The Company has registered a record performance over previous year, despite challenging macro economic conditions, high inflation, depreciation of the Indian Rupee against the US Dollar and Euro coupled with negative business sentiments prevailing throughout the year and across the Industry. Thanks to the sustained drive and team work of the entire organization, performance remained as top priority on the agenda. This resulted into sales growth and Increase in profitability which should be considered satisfactory.

Revenue from operations increased by 11% i.e. from Rs. 30.39 crores lacs in previous year to Rs. 33.69 crores in current year. Exports increased by 12% i.e. from Rs. 21.25 crores in previous year to Rs. 23.82 crores in current year. Profit before tax increased by 54% i.e. from Rs. 148.78 lacs in previous year to Rs. 229.32 lacs in current year

DIVIDEND:

Based on the satisfactory performance for the year, the Board of Directors are pleased to recommend a dividend of Re 0.80/- per share on 60,00,000 Equity shares of the nominal value of Rs. 10/- each aggregating to Rs. 48.00 Lacs excluding dividend tax.

DIRECTORS:

Mr. Aditya Patel (DIN: 00005276) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. Hiroshige Tanaka (DIN: 05247491), Director retires by rotation at ensuing Annual general meeting. In order to give effect to the applicable provisions of section 149 and 152 of the Companies Act 2013, Mr. Hiroshige Tanaka be appointed as an Independent Director of the Company to hold office for 5 consecutive years for a term up to the conclusion of the 27th Annual general Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

Their re-appointment would immensely benefit the Company looking at their business knowledge and expertise.

CORPORATE GOVERNANCE:

The Company is committed to compliance standards ensuring checks and balances between the Board and Management, as well as a sustainable approach to create value for all stakeholders.

A separate section on Corporate Governance, management discussion and analysis and a certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with BSE Limited forms part of the Annual Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDIT COMMITTEE:

As per the requirements of the Companies Act, 1956 and Listing Agreement, the Company has an Audit Committee consisting of two Independent Directors and One Executive Director namely Mr. Sudhir Patel, Mr. Jagdish J. Vasa and Mr. Sishir Amin. The Audit Committee met on four occasions on 30-05-2013, 14-08-2013, 11-11-2013 and 13-02-2014.

CERTIFICATIONS

Your Company is pleased to inform its members that its Optical Brighteners have been accorded the GOTS (Global Organic Textile Standard) Version 3.0 March 2011 certification for Textiles by CONTROL UNION CERTIFICATIONS.

This would definitely assist the Company in having a better edge in the market of its optical brighteners both in the export and domestic markets in the long run and establish its "DIKAPHOR" brand name in the textile segment in the international and local markets.

Your Company has been granted the status of ''STAR EXPORT HOUSE'' by Ministry of Commerce and Industry for export performance of Rs. 100 crores [arrived at by double weightage] entitled to the Company on account of our holding ISO 9001:

2008 certification during the last three accounting years.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Financial Year 2013-2014 are in full conformity with the requirement of the Companies Act, 1956. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations. Your Directors further confirm that:

(1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(2) 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 and of the profit or loss of the company for that period;

(3) The directors have taken proper and sufficient care of 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;

(4) The directors have prepared the annual accounts on a going concern basis.

SAFETY AND ECOLOGY:

Your Company continues to accord the highest priority to Environment, Occupational Health and Safety with a view to progressively achieve international standards while ensuring compliance with statutory requirements.

FIXED DEPOSITS:

The Company has not accepted any Deposit from the Public during the year under review. As on 31st March, 2014, no unclaimed deposits are lying with the Company.

INSURANCE:

All the Fixed Assets have been adequately insured.

AUDITORS:

M/s Gaurang Merchant & Co. (Registration No. 103111W), the retiring Auditors, are eligible for re-appointment and have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with the provisions of section 139 (2) and other applicable provisions of the Companies Act, 2013 read with the Companies'' (Audit and Auditors) Rules, 2014, to hold office from conclusion of ensuing Annual General Meeting until the conclusion of 27th Annual General Meeting.

AUDITORS REPORT:

There are no qualifications / remarks in the Audit Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As required under Section 217(1) (e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 the relevant information is given below. Relevant data in respect of energy consumption is as below.

LISTING AGREEMENT COMPLIANCE:

Pursuant to the requirements of the Listing Agreement, the Company declares that its Equity Shares are listed on the BSE Limited.

PERSONNEL:

Industrial relations at the Company''s factory and other establishments remained cordial during the year. We appreciate the contribution made by the employees towards achieving improved productivity and flexibility in operation.

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the continued support and co-operation by Government Authorities, Financial Institutions, Banks and our valued customers along with dedicated service of all the workers, staff and the officers, whose continuous support is a pillar of strength which have largely contributed to the efficient management of the Company. Suffice it to say, that your co-operation as our shareholders is hereby acknowledged with gratitude.

For and on behalf of the Board,

(AMIT J. PATEL) Mumbai, May 23, 2014 EXECUTIVE CHAIRMAN

---

Mar 31, 2013

Dear Members,

The Directors are pleased to present their Twenty first Annual Report together with the Audited statement of Accounts along with the Report of the Auditors for the year ended 31st Match, 2013

FINANCIAL RESULTS:

2012-2013 2011-2012 (Rupees) (Rupees)

Sales etc. and other income 304,049,100 214,118,898

Profit before Depreciation, Interest and Tax 232,46,385 10,262,488

Less: Depreciation 5,617,696 4,801,582

Interest 2,847,087 2,068,551

8,464,783 6,870,133

Profit before Tax 14,781,602 3,392,355

Provision for Tax

Current Tax (4,900,000) (651,000)

MAT Credit / (Set off) (258,000) 258,000

Deferred Tax 63,045 (995,664)

(5,094,955) (1,388,664) (Excess)/Short Provision Tax (32,725) 785,463 Provision for Dimunition in value of investment -- (1,817,628)

Prior Period Expenses -- 118,288

Excess Depreciation Charged in previous years 96,700 --

Profit after Tax 9,750,622 1,089,814

Add: Balance Brought forward from the previous year 15,227,946 17,801,632

Profit available for Appropriation 24,978,568 18,891,446

Appropriation

Transfer to General Reserve 1,500,000 200,000

Proposed Dividend 3,000,000 3,000,000

Corporate Dividend Tax Thereon/short provision of Dividend Tax 533,025 4,63,500

Balance carried forward 19,945,543 15,227,946

24,978,568 18,891,446



DIVIDEND:

With a view to conserve the financial resources for expansion on hand, the Board of Directors are pleased to recommend a dividend of Re 0.50/- per share on 60,00,000 Equity shares of the nominal value of Rs. 10/- each aggregating to Rs. 30.00 Lacs excluding dividend tax.

PERFORMANCE:

The Global Economic Scenario in F.Y .2012-13 continued to be fought on challenges. Major economies witnessed slow growth and the Eurozone which is our Companies prime market was full of uncertainty due to unemployment, banking fragility, fiscal tightening coupled with sluggish growth. As the year progressed business environment remained difficult and operating in such a testing environment proved challenging. Despite these constraints, the Company performed reasonably well and the highlights of the performance are as under :-

Revenue from operations increased by 42% i.e. from Rs. 2141/- lacs in previous year to Rs. 3040/- lacs in current year. Exports increased by 39% i.e. from Rs. 1528 lacs in previous year to Rs. 2125/- lacs in current year. Profit before tax increased by 335% i.e. from Rs. 34/- lacs in previous year to 148/- lacs in current year

DIRECTORS:

Mr. Jagdish Vasa and Dr. Giuseppe Seccomandi, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Their re-appointment would immensely benefit the Company looking at their business knowledge and expertise.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, forms part of the Annual Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDIT COMMITTEE:

As per the requirements of the Companies Act, 1956 and Listing Agreement, the Company has an Audit Committee consisting of two Independent Directors and One Executive Director namely Mr. Sudhir Patel, Mr. Jagdish J. Vasa and Mr. Sishir Amin. As Five Audit Committee Meetings were held on May 15, 2012, August 14, 2012, August 24, 2012, November 07, 2012 and February 15, 2013.

QUALITY CERTIFICATIONS

Your Company is pleased to inform its members that it has been accorded the GOTS (Global Organic Textile Standard) Version 3.0 March 2011 certification for all its Optical Brighteners for Textiles by CONTROL UNION CERTIFICATIONS. This would definitely assist the Company in having a better edge in the market of its optical brighteners both in the export and domestic markets in the long run and establish its "DIKAPHOR" brand name in the textile segment in the international and local markets.

Yours Company has also been accorded the ISO 9001: 2008 certifications for its quality management systems by BSI for a period of 3 years.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Financial Year 2012-2013 are in full conformity with the requirement of the Companies Act, 1956. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations. Your Directors further confirm that:

(1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(2) 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 and of the profit or loss of the company for that period;

(3) The directors have taken proper and sufficient care of 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;

(4) The directors have prepared the annual accounts on a going concern basis.

SAFETY AND ECOLOGY:

Your Company continues to accord the highest priority to Environment, Occupational Health and Safety with a view to progressively achieve international standards while ensuring compliance with statutory requirements.

FIXED DEPOSITS:

The Company has not accepted any Deposit from the Public during the year under review. As on 31st March, 2013, no unclaimed deposits are lying with the Company.

INSURANCE:

All the Fixed Assets have been adequately insured.

AUDITORS:

The Members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Gaurang Merchant & Co., the retiring Auditors, are eligible for re-appointment and have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with the limits specified in Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT:

There are no obligations in the Audit Report.

LISTING AGREEMENT COMPLIANCE:

Pursuant to the requirements of the Listing Agreement, the Company declares that its Equity Shares are listed on the Stock Exchange, Mumbai.

PERSONNEL:

Industrial relations at the Company''s factory and other establishments remained cordial during the year. We appreciate the contribution made by the employees towards achieving improved productivity and flexibility in operation.

ACKNOWLEDGMENT:

The Directors wish to place on record their appreciations for the continued support and co-operations by Government Authorities, Banks and our valued customers along with dedicated service of all the workers, staff and the officers, whose continuous support is a pillar of strength which have largely contributed to the efficient management of the Company. Suffice it to say, that your co-operation as our shareholders is hereby acknowledged with gratitude.



For and on behalf of the Board,

(AMIT J. PATEL)

Mumbai, May 30, 2013 EXECUTIVE CHAIRMAN

---

Mar 31, 2012

The Directors are pleased to present their Twentieth Annual Report together with the Audited statement of Accounts along with the Report of the Auditors for the year ended 31st Match, 2012.

FINANCIAL RESULTS: 2011-2012 2010-2011

(Rupees) (Rupees)

Sales etc. and other income 214,118,898 196,355,678

Profit before Depreciation, Interest and Tax 10,262,488 17,250,510

Less: Depreciation 4,801,582 3,846,031

Interest 2,068,551 1,029,345

6,870,133 4,875,376

Profit before Tax 3,392,355 12,375,134

Provision for Tax

Current Tax (651,000) (4,000,000)

MAT Credit / (Set off) 258,000 -

Deferred Tax (995,664) (174,323)

(1,388,664) (4,174,323)

Short Provision Tax 785,463 915,665

Provision for Diminution in value of investment (1,817,628) -

Prior Period Expenses 118,288 (17,163)

Excess Depreciation Charged in previous years - 541,964

Profit after Tax 1,089,814 9,641,277

Add: Balance Brought forward from the previous year 17,801,632 16,257,587

Profit available for Appropriation 18,891,446 25,898,864

Appropriation -

Transfer to General Reserve 200,000 2,500,000

Proposed Dividend 3,000,000 4,800,000

Corporate Dividend Tax Thereon 463,500 797,232

Balance carried forward 15,227,946 17,801,632

18,891,446 25,898,864



DIVIDEND:

With a view to conserve the financial resources for expansion on hand, the Board of Directors are pleased to recommend a dividend of Re 0.50/-per share on 60,00,000 Equity shares of the nominal value of Rs. 10/- each aggregating to Rs. 30.00 Lacs excluding dividend tax.

PERFORMANCE:

Net Sales grew by 8.30% to Rs. 21.41 crores including a growth in exports and domestic markets. However, the margins were under tremendous pressure and reduced substantially; the PBT before exceptional items reduced from Rs.123.75 lakhs to Rs.33.92 lakhs. The drastic impact on profitability was mainly on account of exorbitant increase in input prices, fixed costs and also sales and administrative costs and interest. However your Company through various cost cutting measures and improved efficiency laid focus on maintaining the performance in black which was successfully achieved though not to the expectations.

DIRECTORS:

Mr. Yoshiaki Tagami has resigned as Director w.e.f. 25th December, 2011. The Board places on record its sincere appreciation for valuable services rendered by him during his tenure as Director of the Company.

Further the founder promoter director Mr. Jayant G. Patel expired on 1 st June, 2012. The Board places on record its sincere appreciation for valuable services rendered by him during his tenure as Director of the Company.

Mr. Amit J. Patel and Mr. Sudhir M. Patel, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Their re-appointment would immensely benefit the Company looking at their business knowledge and expertise. CORPORATE GOVERNANCE:

A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, forms part of the Annual Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDIT COMMITTEE:

As per the requirements of the Companies Act, 1956 and Listing Agreement, the Company has an Audit Committee consisting of two Independent Directors and One Executive Director namely Mr. Sudhir Patel, Mr. Jagdish J. Vasa and Mr. SishirAmin.

The Audit Committee met on five occasions on 03-05-2011,26-07-2010,12-08-2011,15-11-2011 and 13-02-2012.

QUALITY CERTIFICATIONS

Your Company is pleased to inform its members that it has been accorded the GOTS (Global Organic Textile Standard) Version 3.0 March 2011 certification for all its Optical Brighteners for Textiles by CONTROL UNION CERTIFICATIONS.

This would definitely assist the Company in having a better edge in the market of its optical brighteners both in the export and domestic markets in the long run and establish its "DIKAPHOR" brand name in the textile segment in the international and local markets.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Financial Year 2011 -2012 are in full conformity with the requirement of the Companies Act, 1956. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations.

Your Directors further confirm that:

(1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(2) 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 and of the profit or loss of the company for that period;

(3) The directors have taken proper and sufficient care of 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;

(4) The directors have prepared the annual accounts on a going concern basis.

SAFETY AND ECOLOGY:

Your Company continues to accord the highest priority to Environment, Occupational Health and Safety with a view to progressively achieve international standards while ensuring compliance with statutory requirements.

FIXED DEPOSITS:

The Company has not accepted any Deposit from the Public during the year under review. As on 31st March, 2012, no unclaimed deposits are lying with the Company.

INSURANCE:

All the Fixed Assets have been adequately insured.

FOREIGN COLLABORATORS:

Daika Japan Limited and Kiwa Chemicals Industries (Japan) continue to give their active support in the development of the Company and the Directors put on record their full appreciation for the co-operation being extended by them.

INVESTMENT:

The Company had made investment in Erca Specialty Chemicals Private Ltd., to the tune of Rs. 26.46 lakhs during the last four years which was in line with the management's long term perspective of business which was expected to yield good appreciation in the coming years.

The said investment till date is having negative cash flows, however the management is confident that considering the product profile and the future economic growth mainly in the textile segment this particular investment will generate positive cash flow in the next five years.

However under accounting convention and laws prevailing in India the management has made a provision for diminution in the value of this investment on the recommendation of the auditors. The same will be reversed once this investment starts generating positive returns.

AUDITORS:

The Members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Gaurang Merchant & Co., the retiring Auditors, are eligible for re-appointment and have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with the limits specified in Section 224( 1B) of the Companies Act, 1956.

AUDITORS REPORT:

The Auditors have vide para 4(d) of their Report, made qualification about non compliances of Accounting Standard 28 in respect of Impairment of Assets.

The Board is of the opinion that no impairment in carrying amount of assets has occurred as on the date of the Balance Sheet. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As required under Section 217(1) (e) of the Companies Act, 1956 read together with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 the relevant information is given below.

The Company's operations involve high energy consumption. Wherever possible, energy conservation measures have already been implemented. The Company is making all efforts to optimize the use of energy improved operational methods. The Company has installed a coal fired IBR Boiler which will result into a considerable saving in the cost on account of power and fuel consumption.

Diesel Generating Set worked satisfactorily during the year whenever there was power failure on feeder lines of MSEB.

Relevant data in respect of energy consumption is as below.

(I) 2011-2012 2010-2011 Power & Fuel Consumption

1. Electricity

Purchased Units 6,38,981 5,90,488

Total Amount Rs. 40,96,733 Rs.31,84,265

Rate/Unit (Rs.) Rs.6.41 Rs.5.39

2. Light Diesel Oil/Furnace Oil

Quantity (Liters) 3,000 7,400

Total Amount Rs.1,32,570 Rs.3,00,976

Average Rate (Rs. / Ltrs) Rs.44.19 Rs.40.67

3. Coal

Quantity (Kgs) 14,99,752 11,90,875

Total Amount Rs.86,84,430 Rs.68,67,756

Average Rate (Rs./Kgs) Rs.5.79 Rs.5.77

(II) Consumption per Unit of Production

1. Electricity Rs 2.56/kg Rs.2.18/kg



FOREIGN EXCHANGE EARNINGS AND OUTGO: .

(Rs. in Lacs)

Foreign Exchange Earnings : 1528.23

Foreign Exchange Outgo : 661.02

LISTING AGREEMENT COMPLIANCE:

Pursuant to the requirements of the Listing Agreement, the Company declares that its Equity Shares are listed on the Stock Exchange, Mumbai.

PERSONNEL:

Industrial relations at the Company's factory and other establishments remained cordial during the year. We appreciate the contribution made by the employees towards achieving improved productivity and flexibility in operation.

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciations for the continued support and co-operations by Government Authorities, Financial Institutions, Banks and our valued customers along with dedicated service of all the wooers, staff and the officers, whose continuous support is a pillar of strength which have largely contributed to the efficient management of the Company. Suffice it to say, that your co-operation as our shareholders is hereby acknowledged with gratitude.

For and on behalf of the Board,

AMIT J. PATEL

Mumbai, August 24, 2012 EXECUTIVE CHAIRMAN

---

Mar 31, 2010

The Directors are pleased to present their Eighteenth Annual Report together with the Audited statement of Accounts along with the Report of the Auditors for the year ended 31st March, 2010

2009-2010 2008-2009

FINANCIAL RESULTS: (Rupees) (Rupees)

Sales etc. and other income 18,66,16,513 16,27,66,840

Profit before Depreciation,

Interest and Tax 2,85,35,124 2,10,10,519

Less: Depreciation 32,63,345 29,61,474

Interest 3,81,010 10,89,676

36,44,355 40,51,150

Profit before Tax 2,48,90,769 1,69,59,369

Less : Provision for Tax

Current Tax 89,00,000 58,45,000

Deferred Tax (2,92,102) 86,07,898 1,89,453 60,34,453

Fringe Benefit Tax 62,200

Short Provision Tax 39,678

Prior Period Expenses 37,694 1,94,188

Profit after Tax 1,62,45,177 1,06,28,850

Add: Balance Brought forward 81,28,170 44,13,110

from the previous year

Profit available for Appropriation 2,43,73,347 1,50,41,960

Appropriation

Transfer to General Reserve 25,00,000 20,00,000

Proposed Dividend 48,00,000 42,00,000

Corporate Dividend Tax Thereon 8,15,760 7,13,790

Balance carried forward 1,62,57,587 81,28,170

2,43,73,347 1,50,41,960



DIVIDEND :

Despite improved working results, with a view to conserve financial resources required for the expansion of speciality Chemicals project, your Directors recommend 8% Dividend on 60,00,000 Equity shares of Rs. 10/-each ie.Rs. 0.80 per share aggregating to Rs. 48 Lacs excluding dividend Tax.

PERFORMANCE :

Gross sales for the year increased to Rs. 18.66 Crores reflecting a growth of about 15 % over the previous year. However Net profit shows an impressive performance at Rs. 2.48 Crores as compared to Rs. 1.67 Crores of previous year which is about 48% higher. Higher profit are mainly due to cost cutting and revenue enhancement measures taken by the company during the year.

OUTLOOK :

Since companys exports are mainly to European Union (EU), the present Economic uncertainty prevailing in majority European Countries, and a weakening Euro are the main worries for Indian Exports.No body would have forseen that the euro would fall by 20% as compared to Indian Rupee,in the last 4 months and consequently, this is bound to affect the working of the Company till Euro recovers. Europe troubles will impact the Indian industry in two ways, One will be the cross currency impact and the second will be that many Corporates might cut back on budgets.

As an insurance against export due to currency problem envisaged, and with a view to expand Market share of Companys products domestically, reliable distributors have been appointed in the important centers particularly in the South where "Textile Hosiery" and Paper mills are flourishing.

ERCA SPECIALITY CHEMICALS PLANT :

Speciality Chemicals include Textile Auxiliaries which under ERCA Italys Technological guidance have been set up fully with machinery, ancillary pipeline, Electrification etc along with Reverse osmosis plant.

Machinery required for Research and Development and quality control in the laboratory have been already fitted.

ERCA Specilaity Chemicals Pvt. Ltd. is a Joint Venture Company established by

1) H G E Chemicals Co of Luxembourg.

2) Novakem S.A. Luxembourg

3) Daikaffil Chemicals India Ltd. in order to Produce " "Speciality Chemicals" at our plant and to be marketed by ERCA Speciality Chemicals (P) Ltd as per the M.O.U signed by the above parties on 26th Nov2009 at Mumbai.

Our Company hold 25% of Equity Share Capital of ERCA Speciality Chemicals Pvt. Ltd.

In the long term Perspective companys investment in ERCA Speciality Chemicals Pvt. Ltd. would be beneficial under this arrangement.

H G E through their main associated company Erca Italy have given free technology and supplied some essential equipment for the production of " Speciality Chemicals, that also includes Construction Chemicals (CC) which is a board class of products, that play essential role in modern construction, be it houses, Bridges, tunnels roads. Industrial flooring etc. CC includes concrete mixtures & additive, Grouts & Caulks coating flooring sealants & adhesives, protective coating & fibers etc CC Industries is well established in India and estimate of its size in about Rs. 2000 crores.

DIRECTORS :

Mr. Yoshiaki Tagami & Mr. Jagdish Vasa retire by rotation at the ensuing Annual General Meeting and being

eligible offer themselves for reappointment.

Their re-appointment would immensely benefit the Company looking at their business knowledge and expertise.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance, a certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange is attached herewith

PARTICULARS OF EMPLOYEES :

The Company does not have any employee of the category specified in Section 217 (2A) of the Companies Act,1956 read with the Companies ( Particulars of Employees) Rules,1975

AUDIT COMMITTEE :

As per the requirements of the Companies Act.1956 and Listing Agreement, the Company has an Audit Committee consisting of two Independent Directors and One Executive Director namely Mr. Sudir Patel, Mr. Jagdish J. Vasa and Mr. Sishir Amin.

The Audit Committee met on three occasions on 31.07.2009, 30.10.2009 and 29.01.2010

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors wish to inform Members that the Audited Accounts containing Financial Statements for the Financial Year 2009-2010 are in full conformity with the requirement of the Companies Act, 1956. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and results of operations.

Your Directors further confirm that :

(1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(2) 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 and of the profit or loss of the company for that period;

(3) The directors have taken proper and sufficient care of 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;

(4) The directors have prepared the annual accounts on a going concern basis.

SAFETY AND ECOLOGY:

Your Company continues to accord the highest priority to Environment, Occupational Health and Safety with a view to progressively achieve international standards while ensuring compliance with statutory requirements.

FIXED DEPOSITS :

The Company has not accepted any Deposit from the Public during the year under review. As on 31st March, 2010, no unclaimed deposits are lying with the Company.

INSURANCE :

All the Fixed Assets have been adequately insured.

FOREIGN COLLABORATORS :

Daika Japan Limited and Kiwa Chemicals Industries (Japan) continue to give their active support in the development of the Company and the Directors put on record their full appreciation for the co-operation being extended by them.

AUDITORS:

The Members are requested to appoint Auditors for the current year and to fix their remuneration. M/s Gaurang Merchant & Co., the retiring Auditors, are eligible for re-appointment and have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

AUDITORS REPORT:

The Auditors have vide para 4(d) of their Report,made qualification about non compliances of Accounting Standard 28 in respect of Impairment of Assets.

The Board is of the opinion that no impairment in carrying amount of assets has occurred as on the date of the Balance Sheet.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

As required under Section 217(1) (e) of the Compnies Act, 1956 read together with the Companies ( Disclosure of Particulars in the report of the Board of Director ) Rules,1988 the relevant information is given below.

The Company`s operations involve high energy consumption.Wherever possible, energy conservation measures have already been implemented. The Company is making all efforts to optimize the use of energy improved operational methods.

Diesel Generating Set worked satisfactorily during the year wherever there was power failure on feeder lines of MSEB.

Relevant data in respect of energy consumption is as below.

(I) Power & Fuel Consumption 2009-2010 2008-2009

1. Electricity

Purchased Units 5,85,545 4,67,146

Total Amount Rs. 29,53,010 Rs. 21,50,579

Rate / Unit (Rs.) Rs. 5.04 Rs. 4.60

2. Light Diesel Oil / Furnance Oil

Quantity ( Litres ) 4,200 6,400

Total Amount Rs. 1,48,728 Rs. 2,45,696

Average Rate ( Rs. / Ltrs) Rs. 35.41 Rs. 38.39

3. Coal

Quantity (Kgs) 11,24,000 8,43,988

Total Amount Rs. 54,44,058 Rs. 41,59,018

Average Rate (Rs./ Kgs) Rs. 4.84 Rs. 4.92

(II) Consumption per Unit of Production

1. Electricity Rs. 2.10/ Kg Rs. 2.23/kg

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in Lacs) Foreign Exchange Earnings: 1164.13

Foreign Exchange Outgo : 522.73

LISTING AGREEMENT COMPLIANCE:

Pursuant to the requirements of the Listing Agreement, the Company declares that its Equity Shares are listed on the Stock Exchange, Mumbai.

PERSONNEL:

Industrial relations at the Companys factory and other establishments remained cordial during the year. We appreciate the contribution made by the employees towards achieving improved productivity and flexibility in operation.

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciations for the continued support and co-operations by Government Authorities, Financial Institutions, Banks and our valued customers along with dedicated service of all the workers, staff and the officers, whose continuous support is a pillar of strength which have largely contributed to the efficient management of the Company. Suffice it to say, that your co-operation as our shareholders is hereby acknowledged with gratitude.

For and on behalf of the Board,

(AMIT J. PATEL)

Mumbai, May 07, 2010 EXECUTIVE CHAIRMAN