Directors Report of Diamines & Chemicals Ltd.

Mar 31, 2025

Your Directors are pleased to present the 49^th Annual Report of the Company together with the Audited
Standalone and Consolidated Financial Statements of Accounts for the year ended March 31, 2025.

1. Financial Results

The Company’s financial performances for the year under review along with the previous year’s figures
are given hereunder:

Particulars	Standalone		Consolidated
	Year Ended		Year Ended
	March 31,	March 31,	March 31,	March 31,
	2025	2024	2025	2024
Net Sales and Other Income	7,514.57	10,676.05	7464.66	10658.70
Profit before Finance costs and Depreciation	981.82	2,692.72	861.19	2523.70
Expenses Finance cost	33.86	19.42	33.99	19.51
Depreciation and amortisation expenses Profit from ordinary activities	316.72	265.83	349.32	285.12
	631.24	2,407.46	477.88	2219.07
before Tax Expense
Tax expense Current tax	181.87	577.04	181.87	577.03
Tax Related to earlier years Deferred tax	(15.57) 16.21	7.28 46.02	(15.57) 16.21	7.28 46.02
Net Profit from ordinary activities after tax	448.73	1,777.13	295.37	1588.74
Share of Profit/(loss) of Associates Net Profit after share of Profit/(Loss)	-	-	(22.31)	(41.69)
of Associates	448.73	1,777.13	273.06	1,547.05
Other comprehensive income /(expense) (net of tax)	24.71	98.43	24.71	98.45
Total comprehensive income for the period	473.44	1,875.56	297.77	1,645.49
Net Profit / (loss) attributable to a) Owners of the Company	-		273.06	1,547.05
b) Non controlling interest	-	-	-	-
Other comprehensive income attributable to a) Owners of the Company	-		24.71	98.44
b) Non controlling interest -	-	-	-
Total comprehensive income attributable to a) Owners of the Company	-		297.77	1,645.49
b) Non controlling interest	-	-	-	-
Balance of profit brought forward	13,077.02	11,585.77	12810.80	11549.31
Dividend Dividend (Final) Transfer to General Reserve	(97.84)	(293.50)	(97.84)	(293.50)
Balance carried to Balance Sheet	13,277.09	13,077.02	12835.20	12810.80
Basic & diluted earning per equity share on Net profit from ordinary activities after tax (face value '' 10/- each) (In '') Basic	4.59	18.16	2.79	16.24
Diluted	4.58	18.16	2.79	16.23

2. Dividend

Dividend paid during the year ended March 31, 2025 include '' 2.50 per equity share towards Final
dividend for the year ended March 31, 2024 on 9783990 equity shares of '' 10/- each.

The Board of Directors recommended a final dividend of '' 1/- per Ordinary share on 9783990 ordinary
shares of '' 10/- each for the year ended on March 31,2025. The Dividend for the year ended March 31,
2025 is subject to the approval of members at the Annual General Meeting on September 04, 2025 and
will be paid within statutory time period, if approved by the members at the Annual General Meeting.

3. Transfer to Reserves

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

4. Review of Business Operations, performance highlights and Future Prospects

Your Directors wish to present the details of Business operations done during the year under review:
Standalone:

Total income for the year 2024-25 was registered at '' 7514.57 lakhs as compared to income of
'' 10676.05 lakhs for the year 2023-24.

Net profit after tax was '' 448.73 lakhs as compared to '' 1777.13 lakhs in the previous financial year.

Sales volumes for the year 2024-25 were at 1792.05 MT as compared to 1796.34 MT for the year 2023¬
24.

Consolidated:

Consolidated total income for the financial year 2024-25 stood at '' 7464.66 lakhs while net profit / (loss)
after tax reported at '' 295.37 lakhs.

5. Investor Education and Protection Fund (IEPF)

a) details of the transfer/s to the IEPF made during the year as mentioned below:

(i) amount of unclaimed/unpaid dividend and the corresponding shares; - The Company has
transferred Final Dividend for FY 2016-17 '' 3,90,227/- and 23844 corresponding shares
during the year ended March 31, 2025. The Company had declared Dividend during FY
2017-18 and 2018-19 (Interim) and the unclaimed Dividend amount '' 5,21,797/- and
'' 10,25,766/- respectively as on March 31, 2025, is due for transfer to Investor Education
and Protection Fund..

(ii) redemption amount of preference shares; - Not Applicable

(iii) amount of matured deposits, for companies other than banking companies, along with
interest accrued thereon; - Not Applicable

(iv) amount of matured debentures along with interest accrued thereon; - Not Applicable

(v) application money received for allotment of any securities and due for refund along with
interest accrued; - Not Applicable

(vi) sale proceeds of fractional shares arising out of issuance of bonus shares, merger and
amalgamation; - Not Applicable

b) details of the resultant benefits arising out of shares already transferred to the IEPF; - Dividend on
shares, which are transferred to IEPF, has been also transferred to IEPF.

c) year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the
corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such
transfer:

Year	unpaid/unclaimed dividend lying in the unpaid account	Date of Declaration of Dividend in AGM / Board	Due date of Dividend Transfer to IEPF	Due date of Transfer of corresponding shares to IEPF
2017-18	521797/00	06-Aug-18	10-Sep-25	10-Oct-25
2018-19 (Interim)	1025766/00	26-Oct-18	30-Dec-25	29-Jan-26
2018-19 (Final)	382042/00	09-Aug-19	13-Oct-26	12-Nov-26
2019-20 (Interim)	720728/00	04-Feb-20	09-Apr-27	09-May-27
2019-20 (Final)	629768/00	04-Sep-20	08-Nov-27	08-Dec-27
2020-21	550673/00	20-Jul-21	23-Sep-28	22-Oct-28
2021-22	377786/00	28-Jun-22	01-Sept-29	30-Sept-29
2022-23 (Interim)	398972/00	14-Nov-22	18-Jan-30	17-Feb-30
2022-23 (Final)	362911/00	21 -Jun-23	24-Aug-30	23-Sept-30
2023-24 (final)	512521/50	01 -Aug-24	06-Oct-31	05-Nov-31

d) the amount of donation, if any, given by the company to the IEPF; - Not Applicable

e) such other amounts transferred to the IEPF, if any, during the year. -Not Applicable

6. Material Changes and Commitment, if any, 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 the
report

There have been no material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the Financial Year of the Company to which the
Financial Statements relate and the date of this Report.

7. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e) of SEBI
(Listing Obligations and Disclosures Requirement) Regulations, 2015 forms part of the Annual Report,
attached herewith as “ANNEXURE-A”.

8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

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

Your Company is continuously monitoring and taking measures for conservation of energy such as:

- Reduction in steam consumptions by improving insulation, electricity by installing LED lamps and
high efficiency motors for new installation and cooling water by debottlenecking of various operations

- Improvement in the yields and planned increase in throughput

- Improved steam condensate recovery by installing new designs of traps and monitoring trap
performance

- Utilization of by-products steams

- Increasing automation for optimum utilization of energy through automatic power factor correction
and other initiatives

9. Safety, Health And Environment

a) Safety and Process Safety :

Safety and process safety appointed qualified EHS professional to implement process safety in
operations. The Company encourages a high level of awareness of safety issues among its
employees and strives for continuous improvement. All incidents are analyzed in the safety
committee meetings and corrective actions are taken immediately. Employees are trained in safe
practices to be followed at workplace.

The Company has planned Hazard and Operability Analysis (HAZOP) for new installation and
current operations to improve process safety. The Company works on designing and implementing
an effective safety management system to improve safety in operations.

Safety promotional activities such as celebration of National Safety Day, arranging poster
competition, slogan competition, etc. and prize distribution are conducted every year to encourage
safety culture. The company also conducts Mock drill regularly on quarterly basis and outcome of
Mock drill is analyzed and necessary improvements are implemented regularly. The company also
makes continuous efforts to increase Safety awareness with regular and contractual employees
and workers. The team of First Aiders are trained and certified as part of the Emergency Management
Crew.

The Company has received ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018 Certificate from
Bureau Ventas (India) Private Limited (Certification Business) that aids and enhances Credibility,
Improved Efficiency, Risk Management, Market Access, Regulatory Compliance and Stakeholders
Satisfaction. Further, it enhances environmental efficiency/ performance, rescues waste, aids in
improving safety & health.

b) Health:

Your Company attaches utmost importance to the health of its employees. Periodic checkup of
employees is done to monitor their health. Company also has Occupational Health Center open for
24 hours, and Ambulance facility at its Manufacturing site. Health related issues, if any are discussed
with visiting Medical Officer. The Company also has a tie up with one hospital in the city to provide
timely medical assistance to the employees/workers in case of emergencies. Company has started
annual health checkup of job Contractors for ensuring fitness during work.

c) Environment:

Your Company always strives hard to give importance to environmental issues in normal course of
operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution
Control guidelines is of high concern to the Company. Your Company has started working towards
reducing of carbon footprints by increasing Tree Plantation within and outside company premises.
Your Company is also contributing in reducing carbon footprints from the environment by way of
captive consumption of Wind Turbine Generators (WTG) of total 0.75 MW Capacity as on March 31,
2025 at Shikharpur, Kutch, Gujarat.

10. Cash Flow and Consolidated Financial Statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual
Report. The Company has its wholly Owned Subsidiary named DACL Fine Chem Limited, incorporated
on 30.07.2020 and KLJ Organic Diamines Limited, Joint Venture/Associate Company incorporated on
15.12.2021 (Shareholding between M/s KLJ Organic Limited (Associate/Joint Venture Partner) and the
Company is 65:35 respectively) and therefore, it is required to publish Consolidated Financial Statements.

11. Corporate Social Responsibility (CSR) Initiatives and Policy

The Company believes in contributing to harmonious and sustainable development of society and that
a company’s performance must be measured not only by its bottom line but also with respect to the
social contributions made by the company while achieving its financial goals. During the year, the CSR
Expenditure incurred by the company was '' 70.65 Lakhs in the area of Education and Health. The CSR
policy of the Company may be accessed on the Company website at the link: chrome-extension://
efaidnbmnnnibpcajpcglclefindmkaj/https://dacl.co.in/wp-content/uploads/2024/06/policy4.pdf The
Annual Report on CSR Activities is annexed herewith as ANNEXURE - C.

12. Particulars of Loans, Guarantees or Investments made under section 186 of the Companies Act,
2013

Your Company made investment in Equity shares of other Company during the years for the purpose of
generation of additional surplus income. The particulars of Loans, guarantees or investments made
under Section 186 are furnished in ANNEXURE-D and are attached to this report. Details of the loans
and investments made by your Company are also given in the notes to the financial statements.

13. Material Orders Passed by Regulatory/Court

There was no other significant material orders passed by any regulators and/or courts and tribunals
which may have the impact on the going concern status and company’s operations in future.

14. Internal Financial Controls

The Board of Directors of the Company has laid down adequate internal financial controls which are
operating effectively. The Company has an Internal Control System, commensurate with the size, scale
and complexity of its operations. Policies and procedures are adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding
of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the
accounting records and the timely preparations of reliable financial information. The scope of Internal
Audit is well defined in the organization. The Internal Audit report regularly placed before the Audit
Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal
control systems in the Company, its compliance with operating systems, accounting procedures and
policies. Based on the report of Internal Auditors, process owners undertake corrective action in their
respective areas and thereby strengthening the controls continuously. Significant audit observations, if
any, and corrective actions suggested and taken are presented to the Audit Committee of the Board.

15. Particulars of Contracts or arrangements made with Related Parties

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read
with Regulation 23 of the SEBI, (Listing Obligations And Disclosure Requirements) Regulations, 2015
during the financial year were in the ordinary course of business and on arm’s length basis and do not
attract the provisions of Section 188 of the Companies Act, 2013.

There were no materially significant related party transactions made by the Company with the Promoters,
Directors and Key Managerial Personnel which may have a potential conflict with the interests of the
Company at large. All other Related Party Transactions are placed before the Audit Committee and also
the Board for approval. The policy on materiality of related party transactions and dealing with related
party transactions is uploaded on the Company’s website chrome-extension://
efaidnbmnnnibpcajpcglclefindmkaj/https://dacl.co.in/wp-content/uploads/2024/06/policy7.pdf

The particular of contracts or arrangements with related parties during the year under review, and the
details required in AOC-2 is mentioned in ANNEXURE J. Details of transactions with Related party, in
which directors are interested, are also given in Note 41 in Standalone Financial Statement and Note
no.40 in Consolidated Financial Statement.

16. Explanation or Comments on qualifications, reservations or adverse remarks or disclaimers made
by the Auditors and Practicing Company Secretary or Cost Auditor in their reports

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or
by the Practicing Company Secretary or Cost Auditor in their respective reports.

17. Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the copy of Annual Return pursuant to the provisions of
Section 92 (3) in prescribed format is available on chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/
https://dacl.co.in/wp-content/uploads/2025/07/Draft_Annual_Return_2024_25_web.pdf

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

The Company had 6 (Six) Board meetings during the financial year. During the year under review,
Board Meetings were held respectively on May 22, 2024 and adjourned at May 24, 2024, July 09, 2024,
August 09, 2024, October 01, 2024, October 24, 2024 and February 06, 2025. Your Directors confirm
that to the best of their knowledge and belief, applicable provisions related to Secretarial Standards on
the Meetings of the Board of Directors, issued by the Institute of Company Secretaries of India and
approved by the Central Government, have been complied with. The details of attendance at the Board
Meetings is stated herein below for each Director and the details of attendance at Annual General
Meeting for each Director along with their other Directorships is stated in the Corporate Governance

Roncrt u/hinh fnrmQ n^irt nf thic Ronnrt¹

Sr. No.	Name of the Director	No. of Board Meetings attended (Total 6 held)
1.	Mr. Amit M. Mehta	6/6
2.	Mr. Tanmay Godiawala	6/6
3.	Mr. Rajendra Chhabra	6/6
4.	Dr. Ambrish Dalal (upto 11.08.2024)	3/6
5.	Mr. Priyam Jhaveri (From 09.08.2024)	3/6
6.	Mr. Dhruv Mehta	6/6
7.	Mrs. Kejal Pandya	6/6

19. Directors Responsibility Statement

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

a) In the preparation of the annual accounts, the 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;

e) 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 and;

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

20. Subsidiary/Associate Company/Joint venture its Performance & Financial Position

During the year 2020, Company had incorporated a Wholly Owned Subsidiary (WOS) Company named
DACL Fine Chem Limited (DFCL) on July 30, 2020 and holding has 2,00,000 equity shares and
1,32,52,320 1% Non-cumulative Optionally Convertible Redeemable Preference Shares (Series A
66,26,160 & Series B 66,26,160) constituting 100% of the paid-up equity/preference share capital of
DACL Fine Chem Limited as on March 31,2025. During the year, the Board has approved to invest '' 20
crores against issue of Equity shares by Wholly Owned Subsidiary to the Company in Cash on Preferential
basis.

During the year 2022, the Company has incorporated a company namely KLJ Organic Diamines
Limited in collaboration with another shareholder company M/s KLJ Organic Limited (Associate/Joint
Venture Partner) and shareholding of the KLJ Organic Limited and the Company is 65:35 respectively.

Pursuant to provisions of Section 2(87) of the Companies Act, 2013, DACL Fine Chem Limited (DFCL)
is the 100% wholly-owned subsidiary of our Company and KLJ Organic Diamines Limited (KODL) is
Associate/Joint venture Company (Shareholding ratio 35%). KODL has not started its commercial
activity yet.

The Statement containing salient features of the financial statement of Subsidiaries/associate companies/
joint ventures (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies
(Accounts) Rules, 2014), Form AOC-1 is annexed as ANNEXURE I.

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

21. Deposits

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended
from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v)& (vi) of
Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not
required to be given.

22. Directors

Dr. Ambrish Dalal has ceased to be the Non-Executive Independent Director on expiry of his 2^nd term
w.e.f Monday August 12, 2024 and Mr. Priyam Jhaveri was appointed as an Independent Director in the
Category of Non-Executive Director of the Company w.e.f. August 09, 2024, the same was approved by
the Shareholder as on September 17, 2024 by way of Postal Ballot.

Mr. Rajendra Chhabra who is retired by rotation and being eligible for re-appointment subject to approval
of the Members at the ensuing Annual General Meeting.

Mr. Amit Mehta is being re-appointment as an Executive Chairman w.e.f April 01, 2026 subject to
approval of the Members at the ensuing Annual General Meeting.

None of the Directors is disqualified for appointment/re-appointment under Section 164 of the Companies
Act, 2013. The Certificate issued by the practicing Company Secretary relating to non-disqualification of
Directors is also attached herewith as “ANNEXURE G”. As required by law, this position is also reflected
in the Auditors’ Report. The composition of the Board, meetings of the Board held during the year and
the attendance of the Directors there have been mentioned in the Report on Corporate Governance in
the Annual Report.

23. Declarations of Independent Directors

All the Independent Directors have submitted their declaration to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to
be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
relevant rules. The Board hereby confirms that all the Independent directors have registered themselves
with Independent Directors Database. Out of three Independent Directors, two Independent Directors
are exempted from the Proficiency test as per Exemption criteria and one Independent Director has
cleared Proficiency test within statutory time period.

24. Familiarization Programmes

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

25. Board Evaluation

Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
mandates that the Board shall monitor and review the Board evaluation framework. The Companies
Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance
and that of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that
the performance evaluation of independent directors shall be done by the entire Board of Directors,
excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation
results as collated by the nomination and remuneration committee.

26. Particulars regarding Employees Remuneration

Disclosure pertaining to the remuneration and details as required under Section 197(12) of the Act, and
the Rules framed thereunder is enclosed as “ANNEXURE - E” to the Director’s Report. The information
in respect of employees of the company required pursuant to rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of
Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and
other entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members
at the Registered Office of the Company during business hours on working days of the Company up to
the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof,
such Member may write to the Company Secretary in this regard.

27. Key Managerial Personnel

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Amit
Mehta, (DIN 00073907), Executive Chairman of the Company, Mr. Dipen Ruparelia, Chief Financial
Officer and Ms. Hemaxi Pawar, Company Secretary are the Key Managerial Personnel of the Company.

28. Auditors

a. Statutory Auditors

In accordance with the provisions of Companies Act, 2013, at the 42^nd Annual General Meeting
held on August 06, 2018, the shareholders had appointed M/s K C Mehta & Co LLP, Chartered
Accountants (ICAI Firm Registration No. 106237W/W100829), as Statutory Auditors of the
Company, for a period of 5 years i.e. up to the conclusion of 47^th Annual General Meeting.

M/s K C Mehta & Co LLP was reappointed for its 2^nd term by the members at 47^th Annual General
meeting for the period of 5 years i.e. up to the conclusion of 52^nd Annual General Meeting to be
held for the adoption of accounts for the financial year ending March 31, 2028.

As the Companies (Amendment) Act, 2017 has done away with the requirement of ratification at
every Annual General Meeting, no ratification for the appointment is required. There is no
qualification or adverse remark in the Auditors’ report. As regards the comments made in the
Auditors’ Report, the Board is of the opinion that the same are self-explanatory and does not
require further clarification.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Sandip Sheth & Associates, Company Secretaries, as secretarial auditors of the
Company for the period of 5 years from FY 2025-26 i.e. April 01,2025, to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as
“ANNEXURE-F”. As regards the comments made in the Secretarial Auditors’ Report, the Board
is of the opinion that the same are self-explanatory and does not require further clarification.

Further, Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 as amended, has specified that an individual may be appointed for a term of 5 years and a
firm may be appointed for a maximum of 2 terms of 5 years each subject to the approval of
shareholders in a general meeting.

The Board of Directors at their meeting held on May 29, 2025, based on recommendations of the
Audit Committee, have approved the appointment of M/s Sandip Sheth & Associates, the firm of
whole time Company Secretaries in Practice (Firm UIN:- P2001GJ041000) as Secretarial Auditors
of the Company for first term of five consecutive years from April 01,2025 to March 31,2030 at
such remuneration as may be mutually agreed upon by the Board of Directors of the Company
and Secretarial Auditors. The appointment is subject to the approval of the shareholders of the
Company.

c. Internal Auditors

Pursuant to provisions of section 138(1) of the Companies Act, 2013, the Company has reappointed
M/s. CNK & Associates LLP, Chartered Accountants, as Internal auditors of the Company, to
undertake the Internal Audit of the Company for the Financial Year 2025-26.

d. Cost Auditors

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

On the recommendation of the Audit Committee, M/s. S S Puranik & Associates, Practicing Cost
Accountants, a partnership firm have been appointed as the Cost Auditor for the financial year
2025-26. In terms of the provisions of Section 148(3) of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has
to be ratified by the Members of the Company. Accordingly, the Board seeks ratification at the
ensuing Annual General Meeting for the remuneration payable to the Cost Auditors for the
financial year 2025-26.

29. Instances of Fraud, if any, reported by the Auditors

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

30. Risk Management Policy

The Company has a risk management policy which from time to time is reviewed by the Audit Committee
of the Board as well as by the Board of Directors. The policy is reviewed quarterly by assessing the
threats and opportunities that will impact the objectives set for the Company as a whole. The policy is
designed to provide the categorization of this into threats and its cause, impact, treatment, and control
measures. As part of the risk management policy, the relevant parameters for manufacturing sites are
analyzed to minimize risk associate with protection of environment, safety of operations and health of
people at work and monitor regularly with reference to statutory regulations and guidelines define by
the company. The company fulfills its legal requirement concerning ambition, wastewater, and waste
disposal. Improving workplace safety continued top priority at manufacturing site.

31. Disclosure of composition of Audit Committee and Providing Vigil Mechanism

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

The Company has established a vigil mechanism and oversees through the committee, the genuine
concerns expressed by the employees and other Directors. The Company has also provided adequate

safeguards against victimization of employees and Directors who express their concerns. The Company
has also provided direct access to the chairman of the Audit Committee on reporting issues concerning
the interests of co employees and the Company.

During the year under review, Audit committee and Board has reviewed and updated Whistle Blower
Policy of the Company. The Company has disclosed information about establishment of the
Whistleblower Policy on its website chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://
dacl.co.in/wp-content/uploads/2024/06/policy6.pdf

32. Shares Capital and Debt Structure

a. SHARE CAPITAL

During the year under review the Total Authorized Share Capital is '' 17,55,00,000/- (Rupees
Seventeen Crore Fifty-Five Lakhs Only) and paid-up, issued and subscribed share capital of the
company is '' 9,78,39,900/- (Rupees Nine Crore Seventy-Eight Lakhs Thirty-Nine Thousand
Nine Hundred Only).

During the year, the company had issued 9,06,390 warrants each convertible into, or
exchangeable for 1 (one) fully paid-up equity share of the Company of face value of '' 10/- each
at a price of '' 552/- (Rupees Five Hundred Fifty-Two only) each (including the Warrants subscription
price 25% and Warrant exercise price 75%) including premium of '' 542/- (Rupees Five Hundred
Forty-Two only) each on preferential basis.

b. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

During the year, the Company has granted 1750 (shares granted at 5^th tranche) and 4002 (shares
granted at 6^th tranche) Stock Option to the employees as Reward/Joining bonus, for the year
ended March 31, 2025.

The Details of ESOP as on March 31,2025, are as follow:

Particulars	No. of Options for the FY 2023-24	No. of Options for the FY 2024-25
Total number of Options for which Shareholder’s approval obtained:At 45th Annual General Meeting held on July 20, 2021	2,00,000	2,00,000
Opening Balance	2,00,000	1,97,063
Number of Options granted	11,187	5752
Number of Options exercised, shares allotted and listed1	750	-
Number of Options lapsed	8,250	-
Balance Options available in DACL-ESOP Scheme 2021	1,97,063	1,91,311

Company that the Scheme has been implemented in accordance with SBEB Regulations and the
resolution passed by the members, shall be placed in the ensuing Annual General Meeting for
inspection of the members. The disclosures regarding stock options required to be made under the
provisions of the SBEB Regulations, 2021 are available on the website of the Company at
www.dacl.co.in (weblink:

chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://dacl.co.in/wp-content/uploads/2025/07/

ESOP_Disclosure_by_BOD_2024_25_Final.pdf

33. Insurance

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

34. Code of Conduct

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior
management which is available on Company’s website at link https://dacl.co.in/investo rs-relation/
#1728121848324-63af14d1-9f95. All Board members and senior management personnel have affirmed
compliance with the Code of Conduct.

35. Insider Trading Policy

As required under the Insider Trading Policy Regulations of SEBI and amendments thereto, your
Directors have framed Insider Trading Regulations and Code of Internal Procedures and Conducts for
Regulating, Monitoring and Reporting of T rading by Insider as well as Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information. The same is also posted on the website
of the Company at chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://dacl.co.in/wp-content/
uploads/2024/06/policy11.pdf. During the year, the insider trading policy was revised, reviewed and
adopted by Audit Committee and Board as well.

36. Nomination And Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed and
adopted a policy for selection and appointment of Directors, Senior Management and their remuneration.
The Remuneration Policy on the appointment and remuneration of Directors and Key Managerial
Personnel provides a framework based on which our human resources management aligns their
recruitment plans for the strategic growth of the Company. The policy is available on website of the
Company at link chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://dacl.co.in/wp-content/
uploads/2024/06/policy8.pdf

37. Compliance with Secretarial Standards

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

38. Corporate Governance

Pursuant to the Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and amendments thereunder, a separate section forming part of this report and titled as “Corporate
Governance” is attached herewith as “ANNEXURE-H”.

39. Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to
redress complaints received regarding sexual harassment. No complaints have been reported during
the financial year 2024-25. All employees (permanent, contractual, temporary, trainees) are covered
under this policy.

40. Finance

During the year, the company had been sanctioned limits from State Bank of India of '' 1.95 crores in the
form of Fund Based (FB) '' 95 lakhs and Non-Fund Based (NFB) '' 1 crores. The limits are short-term
funds for meeting working capital needs of the Company and secured primarily against current assets
and further secured collaterally against immovable assets of the company.

41. Other Disclosures

The consolidated financial statement is also being presented in addition to the standalone financial
statement of the company which presents the financial data including Wholly Owned Subsidiary/Joint
venture/Associate Company.

42. Acknowledgement

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 also acknowledges gratefully the shareholders for their
support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Amit Mehta

Date : May 29, 2025 Executive Chairman

Place : Mumbai DIN: 00073907

1

During the year, the Company had not allotted any Shares to the Eligible Employees.

The Scheme was in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014
(SBEB Regulations 2014) and amended as per SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (SBEB Regulations 2021). A certificate from the Secretarial Auditors of the

---

Mar 31, 2024

The Directors are pleased to present the 48^th Annual Report of the Company together with the Audited standalone and consolidated Financial Statements of Accounts for the year ended March 31,2024.

1. Financial Results

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

Financial Results				(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	Year Ended		Year Ended
	March 31,	March 31,	March 31,	March 31,
	2024	2023	2024	2023
Net Sales and Other Income	10,676.05	11330.69	10,658.70	11330.51
Profit before Finance costs and Depreciation	2692.71	5851.43	2523.70	5827.78
Expenses Finance cost	19.42	14.47	19.51	14.47
Depreciation and amortisation expenses	265.83	170.68	285.12	178.27
Profit from ordinary activities before Tax Expense	2407.46	5666.28	2219.07	5635.04
Tax expense Current tax	577.03	1425.57	577.03	1425.57
Tax Related to earlier years	7.28	7.98	7.28	7.98
Deferred tax	46.02	10.78	46.02	10.78
Net Profit from ordinary activities after tax	1777.13	4221.95	1588.74	4190.71
Share of Profit/(loss) of Associates	-	-	(41.69)	(0.35)
Other comprehensive income /(expense) (net of tax)	98.44	(182.62)	98.44	(182.62)
Total comprehensive income for the period	1875.56	4039.36	1645.48	4007.74
Net Profit / (loss) attributable to a) Owners of the Company	-	-	1547.05	4190.36
b) Non controlling interest	-	-	-	-
Other comprehensive income attributable to a) Owners of the Company	-	-	98.44	(182.62)
b) Non controlling interest -	-	-	-
Total comprehensive income attributable to a) Owners of the Company	-		1645.48	4007.74
b) Non controlling interest	-	-	-	-
Balance of profit brought forward	11585.77	7947.32	11549.31	7942.45
Dividend Dividend (Final)	(293.50)	(586.99)	(293.50)	(586.99)
Tax on Dividend (Final)	-	-	-	-
Transfer to General Reserve	-	-	-	-
Balance carried to Balance Sheet	13077.02	11585.77	12810.82	11549.31
Basic & diluted earning per equity share on Net profit from ordinary activities after tax (face value '' 10/- each) (In '') Basic	18.16	43.15	16.24	42.84
Diluted	18.16	43.12	16.23	42.80

2. Dividend

Dividend paid during the year ended March 31, 2024 include '' 3/- per equity share towards Final dividend for the year ended March 31,2023 on 9783240 equity shares of '' 10/- each.

The Board of Directors recommended a final dividend of '' 2.50 per Ordinary share on 9783990 ordinary shares of '' 10/- each for the year ended on March 31,2024. The Dividend for the year ended March 31, 2024 is subject to the approval of members at the Annual General Meeting on July 23, 2024 and will be paid within statutory time period, if approved by the members at the Annual General Meeting.

3. Transfer to Reserves

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

4. Review of Business Operations, performance highlights and Future Prospects

Your Directors wish to present the details of Business operations done during the year under review: Standalone:

Total income for the year 2023-24 was registered at '' 10,676.05 lakhs as compared to income of '' 11,330.69 lakhs for the year 2022-23

Net profit after tax was '' 1777.13 lakhs as compared to '' 4221.95 lakhs in previous financial year.

Sales volumes for the year 2023-24 were at 1796.34 MT as compared to 1726.41 MT for the year 202223.

Consolidated:

Consolidated total income for the financial year 2023-24 stood at '' 10,658.70 lakhs while net profit / (loss) after tax reported at '' 1588.74 lakhs.

During the year, your Company has obtained the License Gujarat Pollution Control Board (GPCB) for Proposed Expansion of Synthetic Organic Chemicals in existing manufacturing unit and ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018 from Bureau Ventas (India) Private Limuted (Certification Business), which referred in Management and Discussion and Analysis Report.

5. Investor Education and Protection Fund (IEPF)

a) details of the transfer/s to the IEPF made during the year as mentioned below:

(i) amount of unclaimed/unpaid dividend and the corresponding shares; - the Company had declared Dividend during FY 2016-17. There is 3,91,075/50 unclaimed Dividend amount due for transfer to Investor Education and Protection Fund as on March 31,2024.

(ii) redemption amount of preference shares; - Not Applicable

(iii) amount of matured deposits, for companies other than banking companies, along with interest accrued thereon; - Not Applicable

(iv) amount of matured debentures along with interest accrued thereon; - Not Applicable

(v) application money received for allotment of any securities and due for refund along with interest accrued; - Not Applicable

(vi) sale proceeds of fractional shares arising out of issuance of bonus shares, merger and amalgamation; - Not Applicable

b) details of the resultant benefits arising out of shares already transferred to the IEPF; - Dividend on shares, which are transferred to IEPF, has been also transferred to IEPF.

c) year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer;

Year	unpaid/unclaimed dividend lying in the unpaid account	Date of Declaration of Dividend in AGM / Board	Due date of Dividend Transfer to IEPF	Due date of Transfer of corresponding shares to IEPF
2016-17	391075/50	20-Jul-17	23-Sep-24	23-Oct-24
2017-18	533792/00	06-Aug-18	10-Sep-25	10-Oct-25
2018-19 (Interim)	1045989/00	26-Oct-18	30-Dec-25	29-Jan-26
2018-19 (Final)	385478/00	09-Aug-19	13-Oct-26	12-Nov-26
2019-20 (Interim)	729484/00	04-Feb-20	09-Apr-27	09-May-27
2019-20 (Final)	633132/00	04-Sep-20	08-Nov-27	08-Dec-27
2020-21	560818/00	20-Jul-21	23-Sep-28	22-Oct-28
2021-22	381668/00	28-Jun-22	01-Sept-29	30-Sept-29
2022-23 (Interim)	401750/00	14-Nov-22	18-Jan-30	17-Feb-30
2022-23 (Final)	367579/00	21-Jun-23	24-Aug-30	23-Sept-30

d) the amount of donation, if any, given by the company to the IEPF; - Not Applicable

e) such other amounts transferred to the IEPF, if any, during the year. -Not Applicable

6. Material Changes And Commitment, if any, 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 the report

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

7. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 forms part of the Annual Report, attached herewith as “ANNEXURE-A”.

8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

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

Your Company is continuously monitoring and taking measures for conservation of energy such as:

- Reduction in steam consumptions by improving insulation, electricity by installing LED lamps and high efficiency motors for new installation and cooling water by debottlenecking of various operations

- Improvement in the yields and planned increase in throughput

- Improved steam condensate recovery by installing new designs of traps and monitoring trap performance

- Utilization of by-products steams

- Increasing automation for optimum utilization of energy through automatic power factor correction and other initiatives

9. Safety, Health And Environment

a) Safety and Process Safety :

Safety and process safety appointed qualified EHS professional to implement process safety in operations. The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analyzed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at workplace.

The Company has planned Hazard and Operability Analysis (HAZOP) for new installation and current operations to improve process safety. The Company works on designing and implementing an effective safety management system to improve safety in operations.

Safety promotional activities such as celebration of National Safety Day, arranging poster competition, slogan competition, etc. and prize distribution are conducted every year to encourage safety culture. The company also conducts Mock drill regularly on quarterly basis and outcome of Mock drill is analyzed and necessary improvements are implemented regularly. The company also makes continuous efforts to increase Safety awareness with regular and contractual employees and workers. Team of First Aiders are trained and certified as part of Emergency Management Crew.

The Company has received ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018 Certificate from Bureau Ventas (India) Private Limuted (Certification Business) that aids and enhances Credibility, Improved Efficiency, Risk Management, Market Access, Regulatory Compliance and Stakeholders Satisfaction. Further, it enhances environmental efficiency/ performance, rescues waste, aids in improving safety & health.

b) Health:

Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Company also has Occupational Health Center open for 24 hours, and Ambulance facility at its Manufacturing site. Health related issues if any are discussed with visiting Medical Officer. Company also has a tie up with one hospital in the City to provide timely medical assistance to the employees/workers in case of emergencies. Company has started annual health checkup of job Contractors for ensuring fitness during work.

c) Environment:

Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company. Your Company has started working towards reducing of carbon footprints by increasing Tree Plantation within and outside company premises. Your Company is also contributing in reducing carbon footprints from the environment by way of captive consumption of Wind Turbine Generators (WTG) of total 0.75 MW Capacity as on March 31, 2024 at Shikharpur, Kutch, Gujarat.

10. Cash Flow and Consolidated Financial Statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report. The Company has its wholly Owned Subsidiary named DACL Fine Chem Limited, incorporated on 30.07.2020 and KLJ Organic Diamines Limited, Joint Venture/Associate Company incorporated on 15.12.2021 (Shareholding between M/s KLJ Organic Limited (Associate/Joint Venture Partner) and the Company is 65:35 respectively) andtherefore, it is required to publish Consolidated Financial Statements.

11. Corporate Social Responsibility (CSR) Initiatives and Policy

The Company believes in contributing to harmonious and sustainable development of society and that a company''s performance must be measured not only by its bottom line but also with respect to the social contributions made by the company while achieving its financial goals. During the year, the CSR Expenditure incurred by the company was '' 72.03/- Lakhs in the area of Education, Health and Environment. The CSR policy of the Company may be accessed on the Company website at the link:

https://www.dacl.co.in/pdf/investors/CSR.pdf The Annual Report on CSR Activities is annexed herewith as ANNEXURE - C.

12. Particulars of Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013

Your Company made investment in Equity shares of other Company during the years for the purpose of generation of additional surplus income. The particulars of Loans, guarantees or investments made under Section 186 are furnished in ANNEXURE-D and are attached to this report. Details of the loans and investments made by your Company are also given in the notes to the financial statements.

13. Material Orders Passed by Regulatory/Court

The Company has received Approval from National Stock Exchange of India Limited (NSE) for equity shares of the Company which were listed and admitted to dealing on main Board of NSE w.e.f. September 25, 2023.

The Company has received approval from Gujarat Pollution Control Board (GPCB) for Proposed Expansion of Synthetic Organic Chemicals in existing manufacturing unit of M/s. Diamines and Chemicals Limited at Plot No. 13, PCC Area, P.O. Petrochemicals, Vadodara-391350.

The Company has received certificate dated February 20, 2024 of ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018 from Bureau Ventas (India) Private Limuted (Certification Business).

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

14. Internal Financial Controls

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial information. The scope of Internal Audit is well defined in the organization. The Internal Audit report regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee of the Board.

15. Particulars of Contracts or arrangements made with Related Parties

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read with Regulation 23 of the SEBI, (Listing Obligations And Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on arm''s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

There were no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All other Related Party Transactions are placed before the Audit Committee and also the Board for approval. The policy on materiality of related party transactions and dealing with related party transactions is uploaded on the Company''s website https://www.dacl.co.in/pdf/investors/ RPT Policv.pdf

The particular of contracts or arrangements with related parties during the year under review, and the details required in AOC-2 is mentioned in ANNEXURE J.

16. Explanation or Comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and Practicing Company Secretary or Cost Auditor in their reports

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary or Cost Auditor in their respective reports except as mentioned in the Annual Secretarial Compliance report given by Practicing Company Secretary related to violation of SEBI (Prohibition of Insider Trading) regulations, 2015 (“PIT regulations”) by Designated person of the Company by making Trade/contra trade during window closing period. Your company has complied with the requirement of the provisions of the PIT Regulations.

17. Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return pursuant to the provisions of Section 92 (3) in prescribed format is available on https://www.dacl.co.in/upload/PDF/ MGT_7_2023_24_website_638540440894040366.pdf

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

The Company had 4 (Four) Board meetings during the financial year. During the year under review, Board Meetings were held respectively on May 08, 2023, August 04, 2023, November 07, 2023 and February 06, 2024. Your Directors confirm that to the best of their knowledge and belief, applicable provisions related to Secretarial Standards on the Meetings of the Board of Directors, issued by the Institute of Company Secretaries of India and approved by the Central Government, have been complied with. The details of attendance at the Board Meetings is stated herein below for each Director and the details of attendance at Annual General Meeting for each Director along with their other Directorships is stated in the Corporate Governance Report which forms part of this Report :

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

19. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) read with 134 3(c) of the Companies Act, 2013 the

Board hereby submits its responsibility Statement that:—

a) In the preparation of the annual accounts, the 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;

e) 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 and;

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

20. Subsidiary/Associate Company/Joint venture its Performance & Financial Position

During the year 2020, Company had incorporated a Wholly Owned Subsidiary (WOS) Company named DACL Fine Chem Limited (DFCL) on July 30, 2020 and holding has 2,00,000 equity shares and 1,32,52,320 1% Non-cumulative Optionally Convertible Redeemable Preference Shares (Series A 66,26,160 & Series B 66,26,160) constituting 100% of the paid-up equity/preference share capital of DACL Fine Chem Limited as on March 31,2024.

During the year 2022, Company has incorporated a company namely KLJ Organic Diamines Limited in collaboration with another shareholder company M/s KLJ Organic Limited (Associate/Joint Venture Partner) and shareholding of the KLJ Organic Limited and the Company is 65:35 respectively.

Pursuant to provisions of Section 2(87) of the Companies Act, 2013, DACL Fine Chem Limited (DFCL) is the 100% wholly-owned subsidiary of our Company and KLJ Organic Diamines Limited (KODL) is Associate/Joint venture Company (Shareholding ratio 35%). For the financial year ended March 31, 2024, the DACL Fine Chem Limited has started its commercial production of Specialty Chemicals as on March 01, 2024, further DFCL has received Factory License from Directorate of Safety and Health, Gujarat State as on March 22, 2024 for its unit established at Plot No. D-II-E-16, Dahej -II Industrial Estate. Tal.: Vagra, Dist: Bharuch. Further KLJ Organic Diamines Limited had issued Right shares of 17,46,500 at face value of '' 10/- each and shareholding as on March 31, 2024 is 17,50,000 Equity shares and KODL has not started its commercial activity yet.

The Statement containing salient features of the financial statement of Subsidiaries/associate companies/ joint ventures (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014), Form AOC-1 is annexed as ANnEXURE I.

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

21. Deposits

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v)& (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

22. Directors

Mr. Rajendra Chhabra was re-appointed as a Non - Executive Director of the Company in the category of Professional Director w.e.f. November 06, 2023, for the period of 3 years and eligible for retire by rotation, the same was approved by the Shareholder as on September 21,2023 by way of postal ballot.

Mr. G. S. Venkatachalam has ceased to be the Executive Director and tendered his resignation on cessation of his term from the directorship of the Company with effect from February 07, 2024 and Mr. Tanmay Godiawala was appointed as a Director in the Category of Executive Director of the Company w.e.f. February 06, 2024, the same was approved by the Shareholder as on March 30, 2024 by way of Postal Ballot.

Mr. Amit Mehta who is retired by rotation and being eligible for re-appointment subject to approval of the Members at the ensuing Annual General Meeting.

Mr. Amit Mehta will continue the term as an Executive Chairman upon attaining the age of 70 years, Mr. Dhruv Mehta was Re-appointed as Director in the Category of Independent Non-Executive Director for another term of 5 years from December 03, 2024 subject to the approval of Shareholders in the ensuring Annual General Meeting.

None of the Directors is disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. The Certificate issued by the practicing Company Secretary relating to non-disqualification of Directors is also attached herewith as “ANNEXURE G". As required by law, this position is also reflected in the Auditors'' Report. The composition of the Board, meetings of the Board held during the year and the attendance of the Directors there at have been mentioned in the Report on Corporate Governance in the Annual Report.

23. Declarations of Independent Directors

All the Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Board hereby confirms that all the Independent directors have registered themselves with Independent Directors Database. Out of three Independent Directors, two Independent Directors are exempted from the Proficiency test as per Exemption criteria and one Independent Director has cleared Proficiency test within statutory time period.

Further, Mr. Dhruv Mehta, aged 58 years is a Chartered Accountant by qualification; he is Member of the Institute of Chartered Accountants of India and The Institute of Cost & Works Accountants of India.

He has rich experience of more than 2 decades in Corporate Finance, Investment banking, Wealth Management, in the area of Products & in depth knowledge on a range of financial products including bonds, equities, mutual funds, private equity funds, real estate funds & structured products. He has Strong relationships with Fund Managers, CEO''s and Economists across various AMC''s and Banks. He is Founder Chairman of Foundation of Independent Financial Advisors (FIFA), since its inception on February 15, 2012.

Further term of Mr. Dhruv Mehta as a Non-executive Independent Directors will be expired on December 02, 2024 and the board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Dhruv Mehta as an Independent Director. Accordingly, the Board recommends passing of the Special Resolution in relation to reappointment of Mr. Dhruv Mehta as an Independent director for another term of five consecutive years with effect from December 03, 2024 upto December 02, 2029, for the approval by the shareholder of the Company as mentioned in notice.

24. Familiarization Programmes

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

25. Board Evaluation

Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

26. Particulars regarding Employees Remuneration

Disclosure pertaining to the remuneration and details as required under Section 197(12) of the Act, and the Rules framed thereunder is enclosed as “ANNEXURE - E” to the Director''s Report. The information in respect of employees of the company required pursuant to rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and other entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. Key Managerial Personnel

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Amit Mehta, (DIN 00073907), Executive Chairman of the Company, Mr. Dipen Ruparelia, Chief Financial Officer and Ms. Hemaxi Pawar, Company Secretary are the Key Managerial Personnel of the Company. Mr. G. S. Venkatachalam has ceased to be the Executive Director and tendered his resignation from the directorship of the Company with effect from February 07, 2024.

28. Auditors

a. Statutory Auditors

In accordance with the provisions of Companies Act, 2013, at the 42^nd Annual General Meeting held on August 06, 2018, the shareholders had appointed M/s K C Mehta & Co LLP, Chartered Accountants (ICAI Firm Registration No. 106237W/W100829), as Statutory Auditors of the Company, for a period of 5 years i.e. up to the conclusion of 47^th Annual General Meeting.

M/s K C Mehta & Co LLP was reappointed for its 2^nd term by the members at 47^th Annual General meeting for the period of 5 years i.e. up to the conclusion of 52^nd Annual General Meeting to be held for the adoption of accounts for the financial year ending March 31,2028.

As Companies (Amendment) Act, 2017 has done away with the requirement of ratification at every Annual General Meeting, no ratification for the appointment is required. There is no qualification or adverse remark in Auditors'' report. As regards the comments made in the Auditors'' Report, the Board is of the opinion that the same are self-explanatory and does not require further clarification.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sandip Sheth & Associates, Company Secretaries, as secretarial auditors of the Company, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as “ANNEXURE-F”. As regards the comments made in the Secretarial Auditors'' Report, the Board is of the opinion that the same are self-explanatory and does not require further clarification.

c. Internal Auditors

Pursuant to provisions of section 138(1) of the Companies Act, 2013, the Company has appointed M/s. CNK & Associates LLP, Chartered Accountants, as Internal auditors of the Company, to undertake the Internal Audit of the Company from FY 2022-23.

d. Cost Auditors

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

On the recommendation of the Audit Committee, M/s. Diwanji & Co., Cost Accountants, have been re-appointed as the Cost Auditor for the financial year 2024-25. In terms of the provisions of Section 148(3) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company. Accordingly, the Board seeks ratification at the ensuing Annual General Meeting for the remuneration payable to the Cost Auditors for the financial year 2024-25.

29. Instances of Fraud, if any, reported by the Auditors

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

30. Risk Management Policy

The Company has a risk management policy which from time to time is reviewed by the Audit Committee of the Board as well as by the Board of Directors. The policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The policy is designed to provide the categorization of this into threats and its cause, impact, treatment, and control measures. As part of the risk management policy, the relevant parameters for manufacturing sites are analyzed to minimize risk associate with protection of environment, safety of operations and health of people at work and monitor regularly with reference to statutory regulations and guidelines define by the company. The company fulfills its legal requirement concerning ambition, wastewater, and waste disposal. Improving workplace safety continued top priority at manufacturing site.

31. Disclosure of composition of Audit Committee and Providing Vigil Mechanism

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

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

During the year under review, Audit committee and Board has reviewed and updated Whistle Blower Policy of the Company. The Company has disclosed information about establishment of the Whistleblower Policy on its website https://www.dacl.co.in/pdf/investors/Whistle blower policy-DACL.pdf

32. Shares Capital and Debt Structure

a. SHARE CAPITAL

During the year under review the Total Authorized Share Capital is '' 17,55,00,000/- (Rupees Seventeen Crore Fifty Five Lakhs Only) and paid-up, issued and subscribed share capital of the company is '' 9,78,39,900/- (Rupees Nine Crore Seventy-Eight Lakhs Thirty-Nine Thousand Nine Hundred Only).

b. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

During the year, the Company has granted 2127 (shares granted at 4^th tranche) Stock Option to the employees as Reward/Joining bonus, for the year ended March 31, 2024.

The Details of ESOP as on March 31,2024 are as follow:

Particulars	No. of Options
Total number of Options for which Shareholder''s approval obtained:
At 45th Annual General Meeting held on July 20, 2021	2,00,000
Number of Options granted (Grant 1 to 4)	11,187
Number of Options exercised, shares allotted and listed*	750
Number of Options lapsed	8,250
Balance Options available in DACL-ESOP Scheme 2021	1,97,063

*During the year, the Company in the Board Meeting held on February 06, 2024 has approved and allotted 750 Shares to the Eligible Employees.

The Scheme was in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations 2014) and amended as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations 2021). A certificate from the Secretarial Auditors of the Company that the Scheme has been implemented in accordance with SBEB Regulations and the resolution passed by the members, shall be placed in the ensuing Annual General Meeting for inspection of the members. The disclosures regarding stock options required to be made under the provisions of the SBEB Regulations, 2021 are available on the website of the Company at www.dacl.co.in Weblink :

https://www.dacl.co.in/upload/PDF/2023_24_ESOP_Disclosure_by_BOD_638540440535914441.pdf

33. Insurance

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

34. Code of Conduct

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Company''s website at link https://www.dacl.co.in/pdf/investors/ Code%20of%20Conduct%20Diamines%20And%20Chemicals%20Limited%20-%20Investor%20Information.pdf All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

35. Insider Trading Policy

As required under the Insider Trading Policy Regulations of SEBI and amendments thereto, your Directors have framed Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider as well as Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The same is also posted on the website of the Company at https://www.dacl.co.in/Policv.aspx. During the previous year, the insider trading policy was revised, reviewed and adopted by Audit Committee and Board as well.

36. Nomination And Remuneration Policy

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

37. Compliance with Secretarial Standards

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

38. Corporate Governance

Pursuant to the Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereunder, a separate section forming part of this report and titled as “Corporate Governance” is attached herewith as “ANNEXURE-H”.

39. Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2023-24. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

40. Finance

During the year, the company had been sanctioned limits from State Bank of India of '' 1.95 crores in the form of Fund Based (FB) '' 95 lakhs and Non Fund Based (NFB) '' 1 crores.The limits are short term funds for meeting working capital needs of the Company and secured primarily against current assets and further secured collaterally against immovable assets of the company.

41. Other Disclosures

The consolidated financial statement is also being presented in addition to the standalone financial statement of the company which presents the financial data including Wholly Owned Subsidiary /Joint venture/Associate Company.

42. Acknowledgement

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 also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

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Mar 31, 2023

Your Directors are pleased to present the 47^th Annual Report of the Company together with the Audited standalone and consolidated Financial Statements of Accounts for the year ended March 31,2023.

1. Financial Results

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

Financial Results				('' in Lakhs)
Particulars	Standalone		Consolidated
	Year Ended		Year Ended
	March 31,	March 31,	March 31,	March 31,
	2023	2022	2023	2022
Net Sales and Other Income	11330.69	6792.85	11330.51	6,792.85
Profit before Finance costs and Depreciation	5851.43	2386.06	5827.78	2,385.07
Expenses Finance cost	14.47	8.55	14.47	8.55
Depreciation and amortisation expenses	170.68	166.80	178.27	166.80
Profit from ordinary activities before Tax Expense	5666.28	2210.71	5635.04	2209.72
Tax expense Current tax	1425.57	575.56	1425.57	575.56
Tax Related to earlier years	7.98	11.37	7.98	11.37
Deferred tax	10.78	(48.57)	10.78	(48.57)
Net Profit from ordinary activities after tax	4221.95	1672.35	4190.71	1,671.36
Share of Profit/(loss) of Associates	-	-	(0.35)	-
Other comprehensive income /(expense) (net of tax)	(182.62)	326.16	(182.62)	326.16
Total comprehensive income for the period	4039.36	1998.51	4007.74	1,997.52
Net Profit / (loss) attributable to a) Owners of the Company	-	-	4190.36	1,671.36
b) Non controlling interest	-	-	-	-
Other comprehensive income attributable to a) Owners of the Company	-	-	(182.62)	326.16
b) Non controlling interest -	-	-	-
Total comprehensive income attributable to a) Owners of the Company			4007.74	1,997.52
b) Non controlling interest	-	-	-	-
Balance of profit brought forward	7947.32	6748.28	7942.45	6,744.40
Dividend Dividend (Final)	(586.99)	(489.16)	(586.99)	(489.16)
Tax on Dividend (Final)	-	-	-	-
Transfer to General Reserve	-	-	-	-
Balance carried to Balance Sheet	11585.77	7947.32	11549.31	7,942.45
Basic & diluted earning per equity share on Net profit from ordinary activities after tax (face value '' 10/- each) (In '') Basic	43.15	17.09	42.84	17.08
Diluted	43.12	17.09	42.80	17.08

2. Dividend

Dividend paid during the year ended March 31,2023 include '' 3/- per equity share towards Final dividend for the year ended March 31,2022 and an amount of '' 3/- per equity share towards Interim dividend for the year ended March 31,2023 on 9783240 equity shares of '' 10/- each.

The Board of Directors recommended a final dividend of '' 3/- per Ordinary share on 9783240 ordinary shares of '' 10/- each for the year ended on March 31,2023. The Dividend for the year ended March 31, 2023 is subject to the approval of members at the Annual General Meeting on June 21,2023 and will be paid within statutory time period, if approved by the members at the Annual General Meeting.

3. Transfer to Reserves

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

4. Review of Business Operations, performance highlights and Future Prospects

Your Directors wish to present the details of Business operations done during the year under review: Standalone:

Total income for the year 2022-23 was registered at '' 11,330.69 lakhs as compared to income of '' 6,792.85 lakhs for the year 2021-22

Net profit after tax was '' 4221.95 lakhs as compared to '' 1672.35 lakhs in previous financial year. Sales volumes for the year 2022-23 were at 1726.41 MT as compared to 1916.78 MT for the year 2021-22. Consolidated:

Consolidated total income for the financial year 2022-23 stood at '' 11,330.51 lakhs while net profit / (loss) after tax reported at '' 4190.71 lakhs.

During the year, your Company has started new line of business as a Trading Division of the company by seeing the potential business opportunities in the market with available set up, business expertise and customer relationship, which referred in Management and Discussion and Analysis Repot.

5. Investor Education And Protection Fund (IEPF)

a) details of the transfer/s to the IEPF made during the year as mentioned below:

(i) amount of unclaimed/unpaid dividend and the corresponding shares; - the Company had not declared any Dividend during FY 2015-16. There is no unclaimed Dividend amount due for transfer to Investor Education and Protection Fund

(ii) redemption amount of preference shares; - Not Applicable

(iii) amount of matured deposits, for companies other than banking companies, along with interest accrued thereon; - Not Applicable

(iv) amount of matured debentures along with interest accrued thereon; - Not Applicable

(v) application money received for allotment of any securities and due for refund along with interest accrued; - Not Applicable

(vi) sale proceeds of fractional shares arising out of issuance of bonus shares, merger and amalgamation; - Not Applicable

b) details of the resultant benefits arising out of shares already transferred to the IEPF; - Dividend on shares, which are transferred to IEPF, has been also transferred to IEPF.

c) year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer;

Year	unpaid/unclaimed dividend lying in the unpaid account	Date of Declaration of Dividend in AGM / Board	Due date of Dividend Transfer to IEPF	Due date of Transfer of corresponding shares to IEPF
2016-17	3,93,322/50	20-Jul-17	23-Sep-24	23-Oct-24
2017-18	5,38,789/50	06-Aug-18	10-Sep-25	10-Oct-25
2018-19 (Interim)	10,62,036/00	26-Oct-18	30-Dec-25	29-Jan-26
2018-19 (Final)	3,90,536/00	09-Aug-19	13-Oct-26	12-Nov-26
2019-20 (Interim)	7,39,528/00	04-Feb-20	09-Apr-27	09-May-27
2019-20 (Final)	6,38,861/00	04-Sep-20	08-Nov-27	08-Dec-27
2020-21	5,68,138/00	20-Jul-21	23-Sep-28	22-Oct-28
2021-22	3,86,444/00	28-Jun-22	01-Sept-29	30-Sept-29
2022-23 (Interim)	4,07,129/00	14-Nov-22	18-Jan-30	17-Feb-30

d) the amount of donation, if any, given by the company to the IEPF; - Not Applicable

e) such other amounts transferred to the IEPF, if any, during the year. - The Company has transferred Bonus Fraction amount '' 26361/- to Investor Education and Protection fund.

6. Material Changes And Commitment, if any, 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 the report

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

7. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 forms part of the Annual Report, attached herewith as “ANNEXURE-A”.

8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

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

Your Company is continuously monitoring and taking measures for conservation of energy such as:

- Reduction in steam consumptions by improving insulation, electricity by installing LED lamps and high efficiency motors for new installation and cooling water by debottlenecking of various operations

- Improvement in the yields and planned increase in throughput

- Improved steam condensate recovery by installing new designs of traps and monitoring trap performance

- Utilization of by-products steams

- Increasing automation for optimum utilisation of energy through automatic power factor correction and other initiatives

9. Safety, Health And Environment

a) Safety and Process Safety :

Safety and process safety appointed qualified EHS professional to implement process safety in operations. The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analysed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at work place.

The Company has planned Hazard and Operability Analysis (HAZOP) for new installation and current operations to improve process safety. The Company works on designing and implementing effective safety management system to improve safety in operations.

Safety promotional activities such as celebration of National Safety day, arranging poster competition, slogan competition and prize distribution are conducted every year to encourage safety culture. Company also conducts Mock drill regularly on quarterly basis and outcome of Mock drill is analyzed and necessary improvements are implemented regularly. Company also makes continuous efforts to increase Safety awareness with regular and contractual employees and workers. Team of First Aiders are trained and certified as part of emergency Management Crew.

b) Health:

Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Company also has Occupational Health Center open for 24 hours, and Ambulance facility at its Manufacturing site. Health related issues if any are discussed with visiting Medical Officer. Company also has a tie up with one hospital in the City to provide timely medical assistance to the employees/workers in case of emergencies. Company has started annual health checkup of job Contractors for ensuring fitness during work.

c) Environment:

Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company.Your Company has started working towards reducing of carbon footprints by increasing Tree Plantation within and outside company premises. Your Company is also contributing in reducing carbon footprints from the environment by way of captive consumption of Wind Turbine Generators (WTG) of total 0.75 MW Capacity as on March 31, 2023 at Shikharpur, Kutch, Gujarat.

10. Cash Flow and Consolidated Financial Statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report. The Company has its wholly Owned Subsidiary named DACL Fine Chem Limited, incorporated on 30.07.2020 and KLJ Organic Diamines Limited, Joint Venture/Associate Company incorporated on 15.12.2021 (Shareholding between M/s KLJ Organic Limited (Associate/Joint Venture Partner) and the Company is 65:35 respectively)and therefore, it isrequired to publish Consolidated Financial Statements.

11. Corporate Social Responsibility (CSR) Initiatives and Policy

The Company believes in contributing to harmonious and sustainable development of society and that a company''s performance must be measured not only by its bottom line but also with respect to the social contributions made by the company while achieving its financial goals. During the year, the CSR Expenditure incurred by the company was '' 60.60/- Lakhs in the area of Education, Health and Environment. The CSR policy of the Company may be accessed on the Company website at the link: https://www.dacl.co.in/pdf/investors/CSR.pdf The Annual Report on CSR Activities is annexed herewith as ANNEXURE - C.

12. Particulars of Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013

Your Company made investment in Equity shares of other Company during the years for the purpose of generation of additional surplus income. The particulars of Loans, guarantees or investments made under Section 186 are furnished in ANNEXURE-D and are attached to this report. Details of the loans and investments made by your Company are also given in the notes to the financial statements.

13. Material Orders Passed by Regulatory/Court

During the year,the company has transferred Industrial Plot situated at Dahej to DACL Fine Chem Limited, Wholly Owned Subsidiary of the Company and Final Transfer Order has been received from Gujarat Industrial Development Corporation (GIDC) on November 18, 2022.

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

14. Internal Financial Controls

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial information. The scope of Internal Audit is well defined in the organization. The Internal Audit report regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee of the Board.

15. Particulars of Contracts or arrangements made with Related Parties

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read with Regulation 23 of the SEBI, (Listing Obligations And Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on arm''s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

There were no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All other Related Party Transactions are placed before the Audit Committee and also the Board for approval. The policy on materiality of related party transactions and dealing with related party transactions is uploaded on the Company''s website https://www.dacl.co.in/pdf/investors/ RPT Policv.pdf

The particular of contracts or arrangements with related parties during the year under review, and the details required in AOC-2 is mentioned in ANNEXURE J.

16. Explanation or Comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and Practicing Company Secretary or Cost Auditor in their reports

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary or Cost Auditor in their respective reports except as mentioned in the Annual Secretarial Compliance report given by Practicing Company Secretary related to violation of SEBI (Prohibition of Insider Trading) regulations, 2015 (“PIT regulations”) by Designated person of the Company by making contra trade. Your company has complied with the requirement of the provisions of the PIT Regulations.

17. Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return pursuant to the provisions of Section 92 (3) in prescribed format is available on https://www.dacl.co.in/upload/PDF/2022-2023%20Draft%20Annual%20Return%20(MGT-7) 638200647652295482.pdf

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

The Company had 5 (Five) Board meetings during the financial year. During the year under review, Board Meetings were held respectively on May 11,2022, August 10, 2022, November 14, 2022, February 07, 2023 and March 23, 2023. Your Directors confirm that to the best of their knowledge and belief, applicable provisions related to Secretarial Standards on the Meetings of the Board of Directors, issued by the Institute of Company Secretaries of India and approved by the Central Government, have been complied with. The details of attendance at the Board Meetings is stated herein below for each Director and the details of attendance at Annual General Meeting for each Director along with their other Directorships is stated in the Corporate Governance Report which forms part of this Report. :

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

19. Directors Responsibility Statement

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

a) In the preparation of the annual accounts, the 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;

e) 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.-and

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

20. Subsidiary/Associate Company/Joint venture its Performance & Financial Position

During the year 2020, Company had incorporated a Wholly Owned Subsidiary (WOS) Company named DACL Fine Chem Limited, on July 30, 2020 and holding has 2,00,000 equity shares and 1,32,52,320 1% Non-cumulative Optionally Convertible Redeemable Preference Shares (Series A 66,26,160 & Series B 66,26,160) constituting 100% of the paid-up equity/preference share capital of DACL Fine Chem Limited as on March 31,2023.

During the year, the company has transferred Industrial land & Building situated at plot no. D-II/E-16 (Land Area - 54457.958 sq.mtr) situated at Dahej, Ankleshwar to the Wholly Owned Subsidiary(WOS) Company i.e. DACL Fine Chem Limited. The WOS Company has allotted 1% Non-Cumulative optionally Convertible Redeemable Preference Shares in two series viz. Series A: 66,26,160 Preference shares and Series B: 66,26,160 Preference shares, of '' 10 each at par, aggregating to an amount not exceeding the Book Value of land and Building mentioned in books of the Company as on September 30, 2022 on right basis for consideration other than cash to the Company against the consideration of transfer of said plot situated at Dahej, Ankleshwar.

During the previous year, Company has incorporated a company namely KLJ Organic Diamines Limited in collaboration with another shareholder company M/s KLJ Organic Limited (Associate/Joint Venture Partner) and shareholding of the KLJ Organic Limited and the Company is 65:35 respectively. Pursuant to provisions of Section 2(87) of the Companies Act, 2013, DACL Fine Chem Limited is the 100% wholly-owned subsidiary of our Company and KLJ Organic Diamines Limited is Associate/Joint venture Company (Shareholding ratio 35%). For the financial year ended March 31, 2023, the DACL Fine Chem Limited and KLJ Organic Diamines Limited have not started its commercial activity yet.

The Statement containing salient features of the financial statement of Subsidiaries/associate companies/ joint ventures (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014), Form AOC-1 is annexed as ANNEXURE I.

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

21. Deposits

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v)& (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

22. Directors

Mr. Amit Mehta was re-appointed as an Executive Chairman of the Company w.e.f. April 01,2023, for the period of 3 years and eligible for retire by rotation subject to approval of members at the ensuing Annual General Meeting. Mr. Rajendra Chhabra who is retired by rotation and being eligible for reappointment subject to approval of the Members at the ensuing Annual General Meeting.

None of the Directors is disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. The Certificate issued by the practicing Company Secretary relating to non-disqualification of Directors is also attached herewith as “ANNEXURE G". As required by law, this position is also reflected in the Auditors'' Report. The composition of the Board, meetings of the Board held during the year and the attendance of the Directors there at have been mentioned in the Report on Corporate Governance in the Annual Report.

23. Declarations of Independent Directors

All the Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Board hereby confirms that all the Independent directors have registered themselves with Independent Directors Database. Out of three Independent Directors, two Independent Directors are exempted from the Proficiency test as per Exemption criteria and one Independent Director has cleared Proficiency test within statutory time period.

24. Familiarization Programmes

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

25. Board Evaluation

Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

26. Particulars regarding Employees Remuneration

Disclosure pertaining to the remuneration and details as required under Section 197(12) of the Act, and the Rules framed thereunder is enclosed as “ANNEXURE - E” to the Director''s Report. The information in respect of employees of the company required pursuant to rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and other entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. Key Managerial Personnel

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. G. S. Venkatachalam, Executive Director of the Company, Mr. Dipen Ruparelia, Chief Financial Officer and Ms. Hemaxi Pawar, Company Secretary are the Key Managerial Personnel of the Company. Mr. Amit Mehta, Director (DIN NO. 00073907) was re-appointed as an Executive Chairman w.e.f. 1^st April, 2023 subject to approval of members.

28. Auditors

a. Statutory Auditors

In accordance with the provisions of Companies Act, 2013, at the 42^nd Annual General Meeting held on 6^th August, 2018, the shareholders had appointed M/s K C Mehta & Co LLP (earlier K C Mehta & Co., Converted into LLP during the year), Chartered Accountants (ICAI Firm Registration No. 106237W/W100829), as Statutory Auditors of the Company, for a period of 5 years i.e. up to the conclusion of 47^th Annual General Meeting to be held for the adoption of accounts for the financial year ending March 31,2023, subject to approval of the Members at the ensuing Annual General Meeting.

The Board has reappointed M/s K C Mehta & Co LLP for its 2^nd term for the period of 5 years i.e. up to the conclusion of 52^nd Annual General Meeting to be held for the adoption of accounts for the financial year ending March 31,2028, subject to approval of members at the ensuing Annual General Meeting.

As Companies (Amendment) Act, 2017 has done away with the requirement of ratification at every Annual General Meeting, no ratification for the appointment is required. There is no qualification or adverse remark in Auditors'' report. As regards the comments made in the Auditors'' Report, the Board is of the opinion that the same are self-explanatory and does not require further clarification.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sandip Sheth & Associates, Company Secretaries, as secretarial auditors of the Company, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit

Report is annexed herewith as “ANNEXURE-F”. As regards the comments made in the Secretarial Auditors'' Report, the Board is of the opinion that the same are self-explanatory and does not require further clarification.

c. Internal Auditors

Pursuant to provisions of section 138(1) of the Companies Act, 2013, the Company has appointed M/s. CNK & Associates LLP, Chartered Accountants, as Internal auditors of the Company, to undertake the Internal Audit of the Company from FY 2022-23.

d. Cost Auditors

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

On the recommendation of the Audit Committee, M/s. Diwanji & Co., Cost Accountants, have been re-appointed as the Cost Auditor for the financial year 2023-24. In terms of the provisions of Section 148(3) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company. Accordingly, the Board seeks ratification at the ensuing Annual General Meeting for the remuneration payable to the Cost Auditors for the financial year 2023-24.

29. Instances of Fraud, if any, reported by the Auditors

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

30. Risk Management Policy

The Company has a risk management policy which from time to time is reviewed by the Audit Committee of the Board as well as by the Board of Directors. The policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The policy is designed to provide the categorization of this into threats and its cause, impact, treatment and control measures. As part of the risk management policy, the relevant parameters for manufacturing sites are analyzed to minimize risk associate with protection of environment, safety of operations and health of people at work and monitor regularly with reference to statutory regulations and guidelines define by the company. The company fulfills its legal requirement concerning ambition, waste water and waste disposal. Improving work place safety continued top priority at manufacturing site.

31. Disclosure of composition of Audit Committee and Providing Vigil Mechanism

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

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

During the year under review, Audit committee and Board has reviewed and updated Whistle Blower Policy of the Company. The Company has disclosed information about establishment of the Whistleblower Policy on its website https://www.dacl.co.in/pdf/investors/Whistle blower policv-DACL.pdf

32. Shares Capital and Debt Structurea. SHARE CAPITAL

During the year under review the Total Authorized Share Capital is '' 17,55,00,000/- (Rupees Seventeen Crore Fifty Five Lakhs Only) and paid-up, issued and subscribed share capital of the company is '' 9,78,32,400/- (Rupees Nine Crore Seventy-Eight Lakhs Thirty-Two Thousand Four Hundred Only).

b. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

During the previous year, the Company has granted 9060 (3310 shares granted at 1^st tranche, 3250 shares granted at 2^nd tranche and 2500 shares granted at 3^rd tranche)Stock Option to the employees as Reward/Joining bonus for the year ended March 31, 2023.

The Scheme was in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations 2014) and amended as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations 2021) in the meetings held in May 11 2022. There was no change in the Scheme except regulatory amendments as per SBEB Regulations 2021. A certificate from the Secretarial Auditors of the Company that the Scheme has been implemented in accordance with SBEB Regulations and the resolution passed by the members, shall be placed in the ensuing Annual General Meeting for inspection of the members. The disclosures regarding stock options required to be made under the provisions of the SBEB Regulations, 2021 are available on the website of the Company at www.dacl.co.in(weblink: https://www.dacl.co.in (weblink: https://www.dacl.co.in/upload/PDF/2022-2023%20-ESQP%20Disclosure%20bv%20BQD 638200646649782299.pdf

33. Insurance

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

34. Code of Conduct

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Company''s website at link https://www.dacl.co.in/pdf/investors/ Code%20of%20Conduct%20Diamines%20And%20Chemicals%20Limited%20-%20Investor%20Information.pdf All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

35. Insider Trading Policy

As required under the Insider Trading Policy Regulations of SEBI and amendments thereto, your Directors have framed Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider as well as Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The same is also posted on the website of the Company at https://www.dacl.co.in/Policy.aspx During the previous year, the insider trading policy was revised, reviewed and adopted by Audit Committee and Board as well.

36. Nomination And Remuneration Policy

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

37. Compliance with Secretarial Standards

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

38. Corporate Governance

Pursuant to the Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereunder, a separate section forming part of this report and titled as “Corporate Governance” is attached herewith as “ANNEXURE-H”.

39. Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2022-23. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

40. Finance

During the previous year, the company had been sanctioned limits from State Bank of India of '' 13 crores in the form of Fund Based (FB) '' 12 crores and Non Fund Based (NFB) '' 1 crores.The limits are short term funds for meeting working capital needs of the Company and secured primarily against current assets and further secured collaterally against immovable assets of the company.

41. Other Disclosures

The consolidated financial statement is also being presented in addition to the standalone financial statement of the company which presents the financial data including Wholly Owned Subsidiary Company/Joint Venture/Associated Company.

42. Acknowledgement

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 also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of DirectorsAmit Mehta

Date : May 08, 2023 Executive Chairman

Place : Mumbai DIN: 00073907

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Mar 31, 2018

To the Members,

The Directors are pleased to present the 42^nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2018.

1. Financial Results

The Company’s financial performances for the year under review along with previous year’s figures are given hereunder

(Rs. In lacs)

Particulars	Year Ended
	March 31, 2018	March 31, 2017
Net Sales and Other Income	3,994.29	3,882.38
Profit before Finance costs and Depreciation	1,203.24	940.97
Expenses
Finance cost	31.98	172.79
Depreciation and amortisation expenses	194.81	194.59
Profit from ordinary activities before tax and Exceptional
Item	976.45	573.59
Exception Items	152.52	NIL
Profit from ordinary activities before tax	823.93	573.59
Tax expense
Current tax	216.55	150.00
Deferred tax	(101.52)	(56.22)
Net Profit from ordinary activities after tax	708.90	479.81
Other comprehensive income /(expense) (net of tax)	(28.89)	21.73
Total comprehensive income for the period	680.01	501.54
Net Profit / (loss) attributable to
a) Owners of the Company	708.90	479.81
b) Non controlling interest	NIL	NIL
Other comprehensive income attributable to
a) Owners of the Company	(28.89)	21.73
b) Non controlling interest	NIL	NIL
Total comprehensive income attributable to
a) Owners of the Company	680.01	501.54
b) Non controlling interest	NIL	NIL
Balance of profit brought forward	2,176.96	1,782.02
Dividend
- Interim	NIL	NIL
- Proposed Final	(146.75)	NIL
Corporate Dividend Tax	(29.87)	NIL
Transfer to General Reserve
Balance carried to Balance Sheet	2,706.96	2,176.96
Basic & diluted earning per equity share on Net profit from	7.25	4.90
ordinary activities after tax (face value Rs. 10/- each)
(In Rupees)

2. Dividend

The Board of Directors recommended a final dividend of Rs.2.50 per Ordinary share on 9783240 ordinary shares of Rs.10/- each for the year ended on March 31, 2018.

3. Transfer to Reserves

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

4. Review of Business Operations, performance highlights and Future Prospects

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

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

Total income for the year 2017-18 was registered at Rs.3,994.29 lacs as compared to income of Rs.3,882.38 lacs for the year 2016-17.

Net profit after tax was Rs.708.90 lacs as compared to Rs.479.81 lacs in previous financial year.

Sales volumes for the year 2017-18 were at 1,952.45 MT as compared to 1746.962 MT for the year 2015-16.

5. Transfer of Unclaimed Dividend to Investor Education And Protection Fund

In terms of Section 124 and Section 125 of the Companies Act, 2013, unclaimed or unpaid Final Dividend relating to the financial year 2010-11 is due for remittance on 18^th September, 2018, which has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Company’s RTA, MCS Share Transfer Agent Limited for unclaimed dividend. Pursuant to the provisions of Investor Education and Protection Fund, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the website of the Company (www.dacl.co.in), as also on the website of the Ministry of Corporate Affairs (www.mca.gov.in).

6. Material Changes And Commitment, if any, 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 the report

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

7. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 forms part of the Annual Report, attached herewith as “ANNEXURE-A”.

8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

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

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

- Reduction in steam consumptions, electricity and cooling water by debottlenecking of various operations

- Improvement in the yields and planned increase in throughput

- Improved steam condensate recovery by installing new designs of traps and monitoring trap performance

- Utilization of by-products steams

- Modification in coal fired boiler to improve efficiency by increasing coal to steam ratio

9. Safety, Health And Environment:

a) Safety:

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

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

Safety promotional activities such as celebration of National Safety day, arranging poster competition, slogan competition and prize distribution are conducted every year to encourage safety culture. Company also conducts Mock drill regularly on quarterly basis and outcome of Mock drill is analyzed and necessary improvements are implemented regularly. Company also makes continuous efforts to increase Safety awareness with regular and contractual employees and workers.

b) Health:

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

c) Environment:

Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company. The Company is also signatory to “Responsible Care”, a voluntary initiative of International Council of Chemical association (ICC) being implemented by Indian Chemical Council to safely handle the products from inception in research laboratory through manufacturing and distribution to utilization, reuse, recycle and finally their disposal.

d) Renewable Source of Energy:

Your Company is also contributing in reducing Carbon foot printing from the Environment by generating power through renewable sources and by harnessing wind Energy. The Company has installed 3 (three) Wind Turbine Generators (WTG) of total 3.50 MW Capacity and are always ensured in full operational mode.

10. Corporate Social Responsibility Initiatives and Policy

The Company believes in contributing to harmonious and sustainable development of society and that a company’s performance must be measured not only by its bottom line but also with respect to the social contributions made by the company while achieving its financial goals. During the year the CSR

Expenditure incurred by the company was '' 3.72 Lacs in the area of Education and Empowerment. The Annual Report on CSR Activities is annexed herewith as ANNEXURE - C.

11. Particulars of Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013

The particulars of Loans, guarantees or investments made under Section 186 are furnished in ANNEXURE-D and are attached to this report.

12. Material Orders Passed by Regulatory/Court:

There were no significant and material orders passed by any regulators and/or courts and tribunals which may have the impact on the going concern status and company’s operations in future.

13. Internal Financial Controls:

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year, policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial information. The scope of Internal Audit is well defined in the organization. The Internal Audit report is regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee of the Board.

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

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read with Regulation 23 of the SEBI, (Listing Obligations And Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

All other Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on materiality of related party transactions and dealing with related party transactions is uploaded on the Company’s website “www.dacl.co.in”.

Since, there were no materially significant Related Party transaction during the year under review, the details, required in AOC-2 is not applicable to the Company.

15. Explanation or Comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and Practicing Company Secretary in their reports:

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports.

16. Extracts of Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013, the extracts of Annual Return pursuant to the provisions of Section 92 (3) in prescribed form MGT-9 is furnished in ANNEXURE-E and forms part of this report.

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

The Company had 6 (Six) Board meetings during the financial year. During the year under review, Board Meetings were held respectively on 11th April, 2017, 28th April, 2017, 20th July, 2017, 22nd August, 2017, 9th November, 2017 and 24th January, 2018. The details of attendance at the Board Meetings is stated herein below for each Director and the details of attendance at Annual General Meeting for each Director along with their other Directorships is stated in the Corporate Governance Report which forms part of this Report. :

Sr. No.	Name of the Director	No. of Board Meetings attended out of 6 held
1.	Mr. Yogesh M. Kothari	6
2.	Mr. Amit M. Mehta	6
3.	Mr. Kirat Patel	6
4.	Mr. Dhruv Kaji	2
5.	Mr. Rajendra Chhabra	6
6.	Mr. G.S. Venkatachalam	6
7.	Dr. Ambrish Dalal	2
8.	Mr. Shreyas Mehta	3
9.	Mrs. Darshana Mankad	3

18. Directors Responsibility Statement:

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

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;

e) 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.-and

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

19. Subsidiary Company, its Performance & Financial Position:

During the year under review, no Company has become or ceased to become subsidiary or associate or joint venture Company of M/s. Diamines and Chemicals Limited.

20. Deposits:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v)& (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

21. Directors:

Mr. Kirat Patel (DIN:00019239), Director of the company retires at this Annual General Meeting and being eligible offer himself for re-appointment. Your Directors recommend his re-appointment.

During the year under review, Mrs. Darshana Mankad, Independent women director resigned from the Directorship with effect from 24^th January, 2018. Also, during the year under review, the term of Mr. G. S. Venkatachalam as an Executive Director of the Company expired as on 6^th February, 2018 and he was re-appointed as an Executive Director (Whole-Time Director) of the Company with effect from 7^th February, 2018 by the board of directors of the Company in their meeting held on 24^th January, 2018, subject to confirmation by the Members at the ensuing Annual General Meeting. Ms. Kejal Pandya (DIN: 07048046) is appointed as an Additional Director in the category of Women Independent Director of the Company with effect from 27th April, 2018. None of the Directors is disqualified for appointment/ re-appointment under Section 164 of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors’ Report. The composition of the Board, meetings of the Board held during the year and the attendance of the Directors thereat have been mentioned in the Report on Corporate Governance in the Annual Report.

22. Declarations of Independent Directors:

All the Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

23. Familiarization Programmes:

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

24. Board Evaluation:

Regulation 17(10) of the SEBI, (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re-appointment.

25. Particulars regarding Employees Remuneration:

Disclosure pertaining to the remuneration and details as required under Section 197(12) of the Act, and the Rules framed thereunder is enclosed as "ANNEXURE - F" to the Director''s Report. The information in respect of employees of the company required pursuant to rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and other entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

26. Key Managerial Personnel:

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. G. S.Venkatachalam, Executive Director of the Company, Mr. Sudip Ray, Chief Financial Officer and Ms. Scany Parmar, Company Secretary are the Key Managerial Personnel of the Company.

Mr. A. R. Chaturmutha, Chief Financial Officer, resigned from the Company with effect from 28.07.2017. The Board has accepted his resignation and relieved him from duties. The Board Members appointed Mr. Sudip Ray holding ICAI membership number as 117549, as the Chief Financial Officer of the Company with effect from 4^th May, 2018.

27. Auditors:

a. Statutory Auditors

As per the provisions of section 139 of Companies Act, 2013 the term of office of M/s. Bansi S. Mehta & Co., Chartered Accountants, as Statutory Auditors of the company will conclude from the conclusion of the forth coming Annual General Meeting of the Company. The Board of Directors places on record its appreciation for the services rendered by M/s. Bansi S. Mehta & Co. as the Statutory Auditors of the Company. Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of Messrs. K.C Mehta & Co, Chartered Accountants (ICAI Firm Registration No. 106237W) as Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013. The Members’ attention is drawn to a Resolution proposing the appointment of M/s. K.C. Mehta & Co., as Statutory Auditors of the Company for a period of 5 (Five) years in place of retiring statutory auditors, which is included in Item No. 4 of the Notice for Convening the Annual General Meeting.

b. Secretarial Auditors

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

c. Internal Auditors

Pursuant to provisions of section 138 (1) of the Companies Act, 2013, the Company has appointed M/s. Anirudh Sonpal & Associates, Chartered Accountants, as Internal auditors of the Company, to undertake the Internal Audit of the Company.

28. Instances of Fraud, if any, reported by the Auditors:

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

29. Risk Management Policy:

The Company has a risk management policy which from time to time is reviewed by the Audit Committee of the Directors as well as by the Board of Directors. The policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The policy is designed to provide the categorization of this into threats and its cause, impact, treatment and control measures. As part of the risk management policy, the relevant parameters for manufacturing sites are analyzed to minimize risk associate with protection of environment, safety of operations and health of people at work and monitor regularly with reference to statutory regulations and guidelines define by the company. The company fulfills its legal requirement concerning ambition, waste water and waste disposal. Improving work place safety continued top priority at manufacturing site.

30. Disclosure of composition of Audit Committee and Providing Vigil Mechanism:

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

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

The Company has disclosed information about establishment of the Whistleblower Policy on its website (Link: http://www.dacl.co.in/investors/Whistle blower policy-DACL.pdf).

31. Shares

a. SHARE CAPITAL

During the year under review the Total Authorized Share Capital is '' 17,55,00,000/- (Rupees Seventeen Crore Fifty-Five Lacs Only) and paid-up, issued and subscribed share capital of the company is '' 9,78,32,400/- (Rupees Nine Crore Seventy-Eight Lacs Thirty-Two Thousand Four Hundred Only).

b. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

c. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

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

32. Insurance:

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

33. Code of Conduct:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Company’s website. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

34. Insider Trading Policy:

As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider. For details please refer to the company’s website.

Web link is http://www.dacl.co.in/investors/SEBI Disc.pdf

35. Nomination And Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The policy is available on our website at following linkhttp://www.dacl.co.in/investors/Remuneration%20policy%20DACL.pdf

36. Compliance with Secretarial Standards:

The Board of Directors of the Company has complied with the all the applicable secretarial standards as issued by the Institute of Company Secretaries of India and approved by the Central Government from time to time.

37. Corporate governance:

Pursuant to the Regulation 27 of the SEBI, (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section forming part of this report and titled as “Corporate Governance” is attached herewith as “ANNEXURE-H”.

38. Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2017-18. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

39. Acknowledgement:

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 also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Chairman

DIN:00010015

Date : May 4, 2018

Place : Mumbai

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Mar 31, 2017

To the Members,

The Directors are pleased to present the 41^st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2017.

1. FINANCIAL RESULTS:

The Company’s financial performances for the year under review along with previous year’s figures are given hereunder:

	(Rs. in Lacs)
Particulars	2016-17	2015-16
Total Revenue (including Excise & Sales tax)	3884.19	3984.76
Total Revenue (net of taxes)	3496.77	3593.59
Profit before interest, depreciation & taxation	936.55	482.18
Interest & financial expenses	172.77	275.11
Depreciation	184.77	198.55
Profit/(Loss) before tax	579.01	8.52
Provision for tax	151.32	(16.81)
Net Profit/(Loss) aftertax	427.69	25.33
Add: balance profit brought forward	1585.98	1560.65
Profit available for appropriation	1929.59	1585.98
Transfer to General Reserve	-	-
Equity Dividend	-	-
Tax on dividends	-	-
Balance profit carried to balance sheet	1929.59	1585.98

2. DIVIDEND:

The Board of Directors recommended a dividend of Rs.1.50 per Ordinary share on 9783240 Ordinary shares of Rs.10/- each for the year ended on March 31, 2017. The Company has not declared any dividend in the previous financial year.

3. TRASFER TO RESERVES:

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

4. REVIEW OF BUSINESS OPERATIONS, PERFORMANCE HIGHLIGHTS AND FUTURE PROSPECTS

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

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

Total income for the year 2016-17 was registered at Rs.3884.19 (Gross) lacs as compared to income of Rs.3984.80 lacs (Gross) for the year2015-16.

While net profit/(Loss) after tax reported at Rs.427.69 lacs as compared to Rs.25.33 lacs of previous financial year.

Sales volumes for the year 2016-17 were at 1746.962 MT as compared to 1402.282 MT for the year 2015-16.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In terms of Section 124and Section 125 of the Companies Act, 2013, unclaimed or unpaid Final Dividend relating to the financial year 2009-10 is due for remittance on 28^th August, 2017 and Interim Dividend relating to the financial year 2010-11 is due for remittance on 30^thNovember, 2017, which has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Company’s RTA, MCS Share Transfer Agent Limited for unclaimed dividend. Pursuant to the provisions of Investor Education and Protection Fund, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the website of the Company (www.dacl.co.in), as also on the website of the Ministry of Corporate Affairs (www.mca.gov.in).

6. MATERIAL CHANGES AND COMMITMENT, IF ANY, 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 THE REPORT

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 forms part of the Annual Report, attached herewith as “ANNEXURE-A”.

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

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

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

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

- Reduction in steam consumptions, electricity and cooling water by debottlenecking of various operations

- Improvement in the yields and planned increase in throughput

- Improved steam condensate recovery by installing new designs of traps and monitoring trap performance

- Utilization of by-products steams

- Modification in coal fired boiler to improve efficiency by increasing coal to steam ratio

9. SAFETY, HEALTH AND ENVIRONMENT:

a) Safety:

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

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

Safety promotional activities such as celebration of National Safety day, arranging poster competition, slogan competition and prize distribution are conducted every year to encourage safety culture.

Company also conducts Mock drill regularly on quarterly basis and outcome of Mock drill is analyzed and necessary improvements are implemented regularly. Company also makes continuous efforts to increase Safety awareness with regular and contractual employees and workers.

b) Health:

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

c) Environment:

Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company. The Company is also signatory to “Responsible Care”, a voluntary initiative of International Council of Chemical association (ICC) being implemented by Indian Chemical Council to safely handle the products from inception in research laboratory through manufacturing and distribution to utilization, reuse, recycle and finally their disposal.

d) Renewable Source of Energy:

Your Company is also contributing in reducing Carbon foot printing from the Environment by generating power through renewable sources and by harnessing wind Energy. The Company has installed 3 (three) Wind Turbine Generators (WTG) of total 3.50 MW Capacity and are always ensured in full operational mode.

10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY:

The Company has not implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Act and Rules made there under governing Corporate Social Responsibility are not applicable for the financial year under review. The same shall be applicable to the Company for financial year 2017-18, as the Net Profit as on 31^st March, 2017 exceeds the prescribed limits.

11. Particulars of Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013

The particulars of Loans, guarantees or investments made under Section 186 are furnished in ANNEXURE-C and are attached to this report.

12. MATERIAL ORDERS PASSED BY REGULTORY/COURT:

During the year under review, The Hon’ble High Court of Gujarat, Ahmedabad passed an order for Amalgamation of Diamines Speciality Chemicals Limited, a wholly-owned Subsidiary Company (Transferor Company) with Diamines and Chemicals Limited (Transferee Company) dated 16^th September, 2016, pursuant to which, all the Assets and liabilities of the Transferor Company were transferred to Diamines and Chemicals Limited with effect from 30^th September, 2016.

13. INTERNAL FINANCIAL CONTROLS:

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year, policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial information. The scope of Internal Audit is well defined in the organization. The Internal Audit report regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee of the Board.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read with Regulation 23 of the SEBI, (Listing Obligations And Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

All other Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on materiality of related party transactions and dealing with related party transactions is uploaded on the Company’s website”www.dacl.co.in“.

Since, there were no materially significant Related Party transaction during the year under review, the details, required in AOC-2 is not applicable to the Company.

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

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports.

16. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, the extracts of Annual Return pursuant to the provisions of Section 92 (3) in prescribed form MGT-9 is furnished in ANNEXURE-C and forms part of this report.

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 5 (Five) Board meetings during the financial year. During the year under review, Board Meetings were held respectively on 12^th May, 2016, 11^th August, 2016, 8^th September, 2016, 8^th November, 2016 and 25^th January, 2017. Details of attendance at the Board Meetings and Annual General Meeting for each Director along with their other Directorships are as stated herein below:

Sr. No.	Name of the Director	No. of Board Meetings attended out of 6 held
1.	Mr. Yogesh M. Kothari	5
2.	Mr. Amit M. Mehta	5
3.	Mr. Kirat Patel	5
4.	Mr. DhruvKaji	1
5.	Mr. Rajendra Chhabra	5
6.	Mr. G.S. Venkatachalam	5
7.	Dr. Ambrish Dalal	1
8.	Mr. Shreyas Mehta	1
9.	Mrs. Darshana Mankad	2

18. DIRECTORS RESPONSIBILITY STATEMENT:

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

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;

e) 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.-and

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

19. SUBSIDIARY COMPANY, IT’S PERFORMANCE & FINANCIAL POSITION:

During the year under review, with effect from 16^th September, 2016, vide an order passed by The Hon’ble High Court of Gujarat, Ahmedabad, M/s. Diamines Speciality Chemicals Limited, a wholly-owned Subsidiary Company is amalgamated with M/s. Diamines and Chemicals Limited, pursuant to which, as on the date of this report, there is no subsidiary or associate company of M/s. Diamines and Chemicals Limited.

20. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

21. DIRECTORS:

Mr. Yogesh Kothari (DIN: 00010015) and Mr. Amit Mahendra Mehta (DIN:00073907), directors of the company retires at this Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their/his re-appointment.

None of the Directors is disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors’ Report. The composition of the Board, meetings of the Board held during the year and the attendance of the Directors there at have been mentioned in the Report on Corporate Governance in the Annual Report.

22. DECLARATIONS OF INDEPENDENT DIRECTORS:

All the Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

23. Familiarization Programmes:

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

24. BOARD EVALUATION:

Regulation 17(10) of the SEBI, (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and frame work adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re-appointment.

25. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as “ANNEXURE-D.”

26. KEY MANAGERIAL PERSONNEL:

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. G. S.Venkatachalam, Executive Director of the Company, Mr. A. R. Chaturmutha, Chief Financial Officer and Ms. Scany Parmar, Company Secretary are the Key Managerial Personnel of the Company.

During the period under review, Ms. Scany Parmar, an associate member of the Institute of Company Secretaries of India has been appointed as a Company Secretary of the Company with effect from 12^th May, 2016.

27. AUDITORS:

a. STATUTORY AUDITOR

M/s. Bansi S. Mehta& Co., Chartered Accountants, was appointed as Statutory Auditors in the Annual General Meeting held on 12.08.2014. Their continuance of appointment and payment of remuneration are to be ratified in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b. SECRETARIAL AUDITORS

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

28. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS:

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

29. RISK MANAGEMENT POLICY:

The Company has a risk management policy which from time to time is reviewed by the Audit Committee of the Directors as well as by the Board of Directors. The policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The policy is designed to provide the categorization of this into threats and its cause, impact, treatment and control measures. As part of the risk management policy, the relevant parameters for manufacturing sites are analyzed to minimize risk associate with protection of environment, safety of operations and health of people at work and monitor regularly with reference to statutory regulations and guidelines define by the company. The company fulfills its legal requirement concerning ambition, waste water and waste disposal. Improving work place safety continued top priority at manufacturing site.

30. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

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

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

The Company has disclosed information about establishment of the Whistleblower Policy on its website (Link: http://www.dacl.co.in/investors/Whistle blower policy-DACL.pdf).

31. SHARES:

a. SHARE CAPITAL

During the year under review the Total Authorized Share Capital is Rs.17,55,00,000/- (Rupees Seventeen Crore Fifty-Five Lacs Only) and paid-up, issued and subscribed share capital of the company is Rs.9,78,32,400/- (Rupees Nine Crore Seventy-Eight Lacs Thirty-Two Thousand Four Hundred Only).

b. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

c. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

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

32. INSURANCE:

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

33. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Company’s website. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

34. INSIDER TRADING POLICY:

As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider. For details please refer to the company’s website.

Web link is http://www.dacl.co.in/investors/SEBI Disc.pdf

35. NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The policy is available on our website at following linkhttp://www.dacl.co.in/investors/Remuneration%20policy%20DACL.pdf

36. CORPORATE GOVERNANCE:

Pursuant to the Regulation 27 of the SEBI, (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section forming part of this report and titled as “Corporate Governance” is attached herewith as “ANNEXURE-F”.

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

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2016-17. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

38. ACKNOWLEDGEMENT:

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 also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Mumbai, Dated: April 28,2017 Yogesh M. Kothari

Chairman

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Mar 31, 2016

BOARD''S REPORT

To the Members,

The Directors are pleased to present the 40^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2016.

1. FINANCIAL RESULTS:

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

Particulars	(Rs. in Lacs)
	31st March, 2016	31s March, 2015
Total Revenue (including Excise & Sales tax)	3984.76	4338.38
Total Revenue (net of taxes)	3593.59	3927.63
Profit before interest, depreciation & taxation	482.18	514.09
Interest & financial expenses	275.11	340.52
Depreciation	198.55	203.33
Profit/(Loss) before tax	8.52	(29.76)
Provision for tax	(16.81)	125.62
Net Profit/(Loss) after tax	25.33	(155.38)
Add: balance profit brought forward	1560.65	1716.03
Profit available for appropriation	1585.98	1560.65
Transfer to General Reserve	-	-
Equity Dividend	-	-
Tax on dividends	-	-
Balance profit carried to balance sheet	1585.98	1560.65

2. DIVIDEND:

In view of the inadequate income during the financial year 2015-16 your Directors have decided to skip the Dividend for the period under review. Board of Directors sincerely hopes that members would appreciate and understand the situation for non-payment of Dividend.

3. TRASFER TO RESERVES:

Pursuant to provisions of Section 134(1 )(j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your Directors wish to present the details of Business operations done during the year under review: Standalone:

The period under review was a very challenging year for your Company which also reflects in its performance.

Total income for the year 2015-16 was registered at Rs. 3984.76 (Gross) lacs as compared to income of Rs. 4338.38 lacs (Gross) for the year 2014-15.

While net profit/(Loss) after tax reported at Rs. 25.33 lacs as compared to Rs. (155.38) lacs of previous financial year.

Sales volumes for the year 2015-16 were at 1402.282 MT as compared to 1605.375 MT for the year 2014-15.

Consolidated:

Consolidated total income for the financial year 2015-16 stood at Rs. 3984.76 lacs (Gross) as compared to Rs. 4338.38 lacs (Gross) for the previous financial year 2014-15. While net profit /(loss) after tax reported at Rs. 24.83 lacs as compared to Rs. (159.43) lacs of previous financial year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In terms of Section 205A read with Section 205C of the Companies Act, 1956, unclaimed or unpaid Dividend relating to the financial year 2008-09 is due for remittance on 27^th August, 2016, which has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Company''s RTA, MCS Share Transfer Agent Limited for unclaimed dividend. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the website of the Company (www.dacl.co.in), as also on the website of the Ministry of Corporate Affairs (www.mca.gov.in).

6. MATERIAL CHANGES AND COMMITMENT,IF ANY,AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OFTHE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

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

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

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

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

- Reduction in steam consumptions, electricity and cooling water by debottlenecking of various operations

- Improvement in the yields and planned increase in throughput

- Improved steam condensate recovery by installing new designs of traps and monitoring trap performance

- Utilization of by-products steams

- Modification in coal fired boiler to improve efficiency by increasing coal to steam ratio

8. SAFETY, HEALTH AND ENVIRONMENT:

a) Safety:

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

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

Safety promotional activities such as celebration of National Safety day, arranging poster competition, slogan competition and prize distribution are conducted every year to encourage safety culture. Company also conducts Mock drill regularly on quarterly basis and outcome of Mock drill is analyzed and necessary improvements are implemented regularly. Company also makes continuous efforts to increase Safety awareness with regular and contractual employees and workers.

b) Health:

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

c) Environment:

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

d) Renewable Source of Energy:

Your Company is also contributing in reducing Carbon foot printing from the Environment by generating power through renewable sources and by harnessing wind Energy. The Company has installed 3 (three) Wind Turbine Generators (WTG) of total 3.50 MW Capacity and are always ensured in full operational mode.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY:

The Company has not implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Act and Rules made there under governing Corporate Social Responsibility are not applicable for the financial year under review.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of Loans, guarantees or investments made under Section 186 are furnished in ANNEXURE-B and are attached to this report.

11. MATERIAL ORDERS PASSED BY REGULTORY/COURT:

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

12. INTERNAL FINANCIAL CONTROLS:

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year, policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial information. The scope of Internal Audit is well defined in the organization. The Internal Audit report regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee of the Board.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read with Regulation 23 of the SEBI, (Listing Obligations And Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on arm''s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no Material Related Party transactions during the year and therefore details, required in AOC-2 is not applicable.

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

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports.

15. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, the extracts of Annual Return pursuant to the provisions of Section 92 (3) in prescribed form MGT-9 is furnished in ANNEXURE-C and forms part of this report.

16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 5 (Five) Board meetings during the financial year under review. Further details are given in the report of Corporate Governance forming part of Annual Report.

17. DIRECTORS RESPONSIBILITY STATEMENT:

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

(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;

(e) 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; and

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

18. SUBSIDIARY COMPANY, IT''S PERFORMANCE & FINANCIAL POSITION:

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Diamines Speciality Chemicals Ltd. The Company has 50,000 equity shares constituting 100% of the paid-up equity share capital of Diamines Speciality Chemicals Ltd.

Pursuant to provisions of Section 2(87) of the Companies Act, 2013, Diamines Speciality Chemicals Ltd is the 100% wholly-owned subsidiary of our Company. For the financial year ended 31^st March, 2016, the Diamines Speciality Chemicals Ltd has not started its commercial activity yet. Consolidated financial statements of the Company and of the subsidiary Company i.e. Diamines Speciality Chemicals Ltd, forms part of the Annual Report. A separate statement containing the salient features of the financial statement of Diamines Specialty Chemicals Ltd is part of this Annual Report and given in Form AOC-1.

The Company does not have any associate or Joint Venture Company as on report date.

19. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v)& (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

20. DIRECTORS:

Mr. Kirat Patel (DIN: 00019239) director of the company retires at this Annual General Meeting and being eligible offer himself for re-appointment.

None of the Directors is disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors'' Report. The composition of the Board, meetings of the Board held during the year and the attendance of the Directors there at have been mentioned in the Report on Corporate Governance in the Annual Report.

21. DECLARATIONS OF INDEPENDENT DIRECTORS:

All the Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

22. BOARD EVALUATION:

Regulation 17(10) of the SEBI, (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re-appointment.

23. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as "ANNEXURE-D."

24. KEY MANAGERIAL PERSONNEL:

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. G. S.Venkatachalam, Executive Director of the Company, Mr. A. R. Chaturmutha, Chief Financial Officer and Ms. Scany Parmar, Company Secretary are the Key Managerial Personnel of the Company.

Ms. Dimple Mehta, Company Secretary resigned from the Company with effect from 31.03.2016. The Board has accepted her resignation and relieved her from duties. The Board Members appointed Ms. Scany Parmar holding associate membership number as A43651, as the Company Secretary of the Company.

25. AUDITORS:

a. STATUTORY AUDITOR

M/s. Bansi S. Mehta & Co., Chartered Accountants, was appointed as Statutory Auditors for a period of 3 (Three) years in the Annual General Meeting held on 12.08.2014. Their continuance of appointment and payment of remuneration are to be ratified in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sandip Sheth & Associates., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "ANNEXURE-E".

26. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

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

27. RISK MANAGEMENT POLICY:

The Company has a risk management policy which from time to time is reviewed by the Audit Committee of the Directors as well as by the Board of Directors. The policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The policy is designed to provide the categorization of this into threats and its cause, impact, treatment and control measures. As part of the risk management policy, the relevant parameters for manufacturing sites are analyzed to minimize risk associate with protection of environment, safety of operations and health of people at work and monitor regularly with reference to statutory regulations and guidelines define by the company. The company fulfills its legal requirement concerning ambition, waste water and waste disposal. Improving work place safety continued top priority at manufacturing site.

28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Company has in place an Audit Committee in terms of requirements of the applicable provisions of the Companies Act, 2013, Rules made there under and Listing Regulations.

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

The Company has disclosed information about establishment of the Whistleblower Policy on its website (Link: http://www.dacl.co.in/investors/Whistle blower policy-DACL.pdf).

29. SHARES:

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

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

30. INSURANCE:

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

31. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Company''s website. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

32. INSIDER TRADING POLICY:

As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider. For details please refer to the company''s website.

Web link is http://www.dacl.co.in/investors/SEBI Disc.pdf

33. NOMINATION AND REMUNERATION POLICY:

Our policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The Nomination and Remuneration policy as provided herewith pursuant to provisions of Section 178(4) of the Companies Act, 2013 and Regulation 19 of the SEBI, (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is also available on our website at following link http://www.dacl.co.in/investors/Remuneration%20policy%20DACL.pdf

34. CORPORATE GOVERNANCE:

Pursuant to the Regulation 27 of the SEBI, (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section forming part of this report and titled as "Corporate Governance" is attached herewith as "ANNEXURE-F".

35. SCHEME OF AMALGAMATION:

The Board of Directors of your company has on 29^th September, 2015 approved the scheme of arrangement under Section 391 to 394 of Companies Act, 1956 for amalgamation of Diamines Speciality Chemicals Limited (100% Wholly-Owned Subsidiary Company) with Diamines and Chemicals Limited. The Company received the observation letter from SEBI/BSE Ltd, in this respect, on 20^th January, 2016. The details of scheme and other papers are available on Company''s website in Investor''s section.

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

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2015-16. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

37. ACKNOWLEDGEMENT:

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 also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Mumbai,

Dated: May 16, 2016 Yogesh M. Kothari

Chairman

---

Mar 31, 2015

To the Members,

The Directors are pleased to present the 39th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

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

( in Lacs) 31st March, 31s March, 2015 2014

Total Revenue (including Excise & Sales tax) 4338.38 4947.09

Total Revenue (net of taxes) 3927.63 4424.28

Profit before interest, depreciation & taxation 514.09 620.22

Interest & financial expenses 340.52 298.24

Depreciation 203.33 242.67

Profit/(Loss) before tax (29.76) 79.31

Provision for tax 125.62 4.27

Net Profit/(Loss) after tax (155.38) 75.04

Add: balance profit brought forward 1716.03 1640.99

Profit available for appropriation 1560.65 1716.03

Transfer to General Reserve - -

Equity Dividend - -

Tax on dividends - -

Balance profit carried to balance sheet 1560.65 1716.03

2. DIVIDEND:

During the financial year 2014-15 your Company has incurred losses and therefore, your Directors have decided to skip the Dividend for the period under review. Board of Directors sincerely hopes that members would appreciate and understand the situation for non-payment of Dividend.

3. TRASFER TO RESERVES:

Pursuant to provisions of Section 134(1)(j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

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

The period under review was a very challenging year for your Company which also reflects in its performance.

Total income for the year 2014-15 was registered at Rs. 4338.38 lacs (Gross) as compared to income of Rs. 4947.09 lacs (Gross) for the year 2013-14, a decline of 12%.

Loss after tax was reported at Rs. 155.38 lacs for the year 2014-15 as compared to the net profit of Rs. 75.04 lacs for the period of 2013-14, again a decline of 307%.

Sales volumes for the year 2014-15 were at 1605.375 MT as compared to 1621.265 MT for the year 2013-14.

Further details of Operations are given in the Management discussion and analysis report, which forms part of this report as "ANNEXURE-A".

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND:

In terms of Section 205A read with Section 205C of the Companies Act, 1956, unclaimed or unpaid Dividend relating to the financial year 2008 is due for remittance on 4th September, 2015 which has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Company's RTA, M/s. MCS Share T ransfer Agent Limited for unclaimed dividend. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on 12th August 2014 (date of the last Annual General Meeting) on the website of the Company (www.dacl.co.in), as also on the website of the Ministry of Corporate Affairs (www.mca.gov.in).

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

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

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

Your Company understands and appreciates the responsibility and importance of conservation of energy and continuous to put efforts in reducing or optimizing energy consumption for its operations.

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

- Reduction in steam consumptions, electricity and cooling water by debottlenecking of various operations

- Improvement in the yields and planned increase in throughput

- Improved steam condensate recovery by installing new designs of traps and monitoring trap performance

- Utilization of by-products steams

- Modification in coal fired boiler to improve efficiency by increasing coal to steam ratio

8. SAFETY, HEALTH AND ENVIRONMENT:

a) Safety:

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

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

Safety promotional activities such as celebration of National Safety day, arranging poster competition, slogan competition and prize distribution are conducted every year to encourage safety culture. Company also conducts Mock drill regularly on quarterly basis and outcome of Mock drill is analysed and necessary improvements are implemented regularly. Company also makes continuous efforts to increase Safety awareness with regular and contractual employees and workers.

b) Health:

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

c) Environment:

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

d) Renewable Source of Energy:

Your Company is also contributing in reducing Carbon foot printing from the Environment by generating power through renewable sources and by harnessing wind Energy. The Company has installed three (3) Wind Turbine Generators (WTG) of total 3.50 MW Capacity and are always ensured in full operational mode.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY:

The Company has not implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Act and Rules made thereunder governing Corporate Social Responsibility are not applicable.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of Loans, guarantees or investments made under Section 186 are furnished as follows:

Sr. Company Name Date of Amount No Making Loan of Loan

1 Diamines Speciality 02.09.2014 2,15,91,362 Chemicals Private Limited

Company NAme Date of Nature Board of Loan Approval

Diamines Speciality Chemicals 05.11.2014 Interest free advance Private Limited

11. MATERIAL ORDERS PASSED BY REGULTORY/COURT:

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

12. INTERNAL FINANCIAL CONTROLS:

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. During the year, policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of its frauds and errors,the accuracy and completeness of the accounting records and the timely preparations of reliable financial information.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read with Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no Material Related Party transactions during the year and therefore details as required in AOC-2 is not applicable.

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

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports.

16. ANNUAL RETURN:

In accordance with Section 134(3)(a), the extracts of Annual Return pursuant to the provisions of Section 92(3) in prescribed form MGT-9 is furnished in "ANNEXURE C" and is attached to this Report.

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had Four (4) Board meetings during the financial year under review. Further details are given in the report of Corporate Governance forming part of this Report.

18. DIRECTORS RESPONSIBILITY STATEMENT:

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

(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 laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

19. SUBSIDIARY COMPANY, IT'S PERFORMANCE & FINANCIAL POSITION:

Pursuant to Accounting Standard AS 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Diamines Speciality Chemicals Pvt. Ltd. The Company has Fifty Thousand (50,000) equity shares constituting 100% of the paid-up equity share capital of Diamines Speciality Chemicals Pvt. Ltd.

Pursuant to provisions of Section 2(87) of the Companies Act, 2013, Diamines Speciality Chemicals Pvt. Ltd is the 100% wholly owned subsidiary of our Company. For the financial year ended 31st March, 2015, the Diamines Speciality Chemicals Pvt. Ltd has not started its commercial activity yet. Consolidated financial statement of the Company and of the subsidiary, Diamines Speciality Chemicals Pvt. Ltd, forms part of the Annual Report. A separate statement containing the salient features of the financial statement of Diamines Speciality Chemicals Pvt. Ltd is part of this Annual Report and given in Form AOC-1.

The Company does not have any associate or Joint Venture Company as on report date.

20. DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v)& (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given

21. DIRECTORS

Mr. Yogesh M Kothari (DIN: 00010015) and Mr. Amit M Mehta (DIN: 00073907) retire at this Annual General Meeting and being eligible offer themselves for re-appointment.The Board of Directors has placed on record its sincere appreciation and gratitude for the very valuable and outstanding contribution made by Mr. Girish Satarkar, Executive Director (DIN: 00340116) of the Company during his association with the Company who has resigned w.e.f. 6th February, 2015.

Mr. G S Venkatchalam (DIN:02205898), was appointed as an Executive Director of the Company w.e.f. February 7, 2015. Earlier he was holding position as Director (Non-Executive Independent) in the Company. During the year under review, Mrs. Darshana Mankad (DIN: 00041675) has been appointed as an Additional Directors of the Company w.e.f. November 11,2014 and she holds the office of Director upto the date of the forthcoming Annual General Meeting. The Company has received letter from shareholders recommending her appointment as Director of the Company. The proposal of her appointment has been put forth for approval of the shareholders of the Company in the Notice of the AGM. A brief resume of the Directors seeking appointment at the forthcoming Annual General Meeting and other details as required to be disclosed in terms of Clause 49 of the Listing Agreement forms part of the Notice.

None of the Directors is disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors' Report. The composition of the Board, meetings of the Board held during the year and the attendance of the Directors there at have been mentioned in the Report on Corporate Governance in the Annual Report.

22. DECLARATION OF INDEPENDENT DIRECTORS:

All the Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

23. BOARD EVALUATION:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re-appointment.

25. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as ' ANNEXURE-D".

26. KEY MANAGERIAL PERSONNEL

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. G S Venkatchalam, Executive Director of the Company, Mr. A R Chaturmutha, Chief Financial Officer and Ms. Dimple Mehta, Company Secretary are the Key Managerial Personnel of the Company.

27. AUDITORS

a. STATUTORY AUDITOR

M/s Bansi S Mehta & Co., Chartered Accountants, was appointed as Statutory Auditors for a period of four (4) years in the Annual General Meeting held on 12.08.2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sandip Sheth & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Report is annexed herewith as "ANNEXURE E".

28. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

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

29. RISK MANAGEMENT POLICY:

The Company has a risk management policy which from time to time is reviewed by the Audit Committee of the Directors as well as by the Board of Directors. The policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The policy is designed to provide the categorization of this into threats and its cause, impact, treatment and control measures. As part of the risk management policy, the relevant parameters for manufacturing sites are analysed to minimize risk associate with protection of environment, safety of operations and health of people at work and monitor regularly with reference to statutory regulations and guidelines defined by the company. The company fulfills its legal requirement concerning emission, waste water and waste disposal. Improving work place safety continued top priority at manufacturing site.

30. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of the following members:

a. Mr. Rajendra Chhabra - Chairman

b. Mr. Kirat Patel - Director

c. Mrs. Darshana Mankad - Director

The above composition of the Audit Committee consists of independent Directors viz., Mr. Rajendra Chhabra and Mrs. Darshana Mankad who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

31. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

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

33. INSURANCE:

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

34. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Company's website. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

35. INSIDER TRADING POLICY:

As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider. For details please refer to the company's website.

Web link is http://www.dacl.co.in/investors/SEBI Disc.pdf

36. NOMINATION AND REMUNERATION POLICY:

Our policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The Nomination and Remuneration policy as provided herewith pursuant to provisions of Section 178(4) of the Companies Act, 2013 and Clause 49(IV)(B)(4) of the Listing Agreement. The policy is also available on our website.

Web link is http://www.dacl.co.in/investors/Remuneration%20policy%20DACL.pdf.

37. CORPORATE GOVERNANCE:

Pursuant to the clause 49 of the Listing Agreement, a separate section forming part of this report and titled as "Corporate Governance" is attached herewith as "ANNEXURE F".

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

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2014-15. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

39. ACKNOWLEDGEMENT

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 also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Mumbai, Dated: May 8,2015 Yogesh M. Kothari Chairman

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Mar 31, 2014

Dear Members,

The Directors are pleased to present 38th Annual Report and Audited statements of accounts of the Company for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS:

The Financial performance of the Company for the year ended March 31, 2014 is summarized below:

(Rs. in Lacs)

Current Year Previous Year 31.03.2014 31.03.2013

Total Income (Gross) 4947.09 6411.36

Operating Profit before interest and depreciation 620.22 834.83

Interest and other financial charges 298.24 381.12

Profit before depreciation 321.98 453.71

Depreciation & Amortization 242.67 238.70

Profit after interest & depreciation 79.31 215.01

Less: Provision for taxation 4.27 44.97

Profit after Tax available for distribution 75.04 170.04

Proposed Dividend (including Dividend Tax) - 57.22

Balance of P& L A/c for the year 75.04 112.82

Credit balance of P&L A/c carried forward from last year 1640.99 1528.17

Profit/ (Loss) carried to Balance Sheet. 1716.03 1640.99

2. DIVIDEND:

In view of the inadequate income during the financial year 2013-14 your Directors have decided to skip the dividend for the period under review. Board of Directors sincerely hope that members would appreciate and understand the situation for non-payment of dividend.

3. OPERATIONS:

The period under review was a very challenging year for your Company which also reflects in its performance.

Total income for the year 2013-14 was registered at Rs. 4947.09 lacs (Gross) as compared to income of Rs. 6411.36 lacs (Gross) for the year 2012-13, a decline of 22.84%.

Profit after tax was reported at Rs. 75.04 lacs for the year 2013-14 as compared to the net profit of Rs. 170.04 lacs for the period of 2012-13, again a decline of 55.87%.

Sales volumes for the year 2013-14 were at 1621.265 MT as compared to 2242.158 MT for the year 2012-13.

Further details of operations are given in the management discussion and analysis report, which forms part of this report.

4. FOREIGN EXCHANGE OUTGO AND EXPORTS:

Your Company is largely dependent on imports of raw materials. During the year 2013-14 the Company utilized about Rs. 2114 Lacs for import of raw materials where as it earned about Rs. 379 Lacs as Exports income as compared to Rs. 2239 lacs of utilization for import of raw material and earned export income of Rs. 297 Lacs in the year 2012-13.

5. FINANCE:

During the year under review, your company has availed the corporate loan to the tune of Rs. 5 Crores from the State Bank of India, further your Company has been sanctioned another Corporate Loan to the tune of Rs. 5 Crores on 27.03.2014 from State Bank of India, aggregating total credit facilities to the tune of Rs. 38.30 Crores to meets its liquidity requirement.

6. CONSEVATION OF ENERGY:

Your Company understands and appreciates the responsibility and importance of conservation of energy and continuous to put efforts in reducing or optimizing energy consumption for its operations.

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

* Reduction in steam consumptions, electricity and cooling water by debottlenecking of various operations

* Improvement in the yields and planned increase in throughput

* Improved steam condensate recovery by installing new designs of traps and monitoring trap performance

* Utilization of by-products streams

* Modification in coal fired boiler to improve efficiency by increasing coal to steam ratio

7. RESEARCH AND DEVELOPMENT:

The Company has a dedicated R & D center which is also approved by Ministry of Science and Technology, Department of Scientific and industrial research (DSIR). The R & D center supports developmental activities, be it a new product or a new process development.

Company''s R & D Center is trying to develop a new process to manufacture Ethylene amines and hopes that it will bring desired benefits in near future.

8. SAFETY, HEALTH AND ENVIRONMENT:

a) Safety:

The Company encourages a high level of awareness of safety issues among its employees and strive for continuous improvement. All incidents are analysed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at work place.

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

Safety promotional activities such as celebration of National Safety day, arranging poster competition, slogan competition and prize distribution are conducted every year to encourage safety culture.Company also conducts Mock drill regularly on quarterly basis and outcome of Mock drill is analysed and necessary improvements are implemented regularly. Company also makes continuous efforts to increase Safety awareness with regular and contractual employees and workers.

b) Health:

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

Quality driver

c) Environment:

Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company. Company also plans to implement Environmental Management System ISO 14001:2004 and OHSAS 18001:2007 in future. The Company is also signatory to "Responsible Care", a voluntary initiative of International Council of Chemical association (ICC) being implemented by Indian Chemical Council to safely handle the products from inception in research laboratory through manufacturing and distribution to utilization, reuse, recycle and finally their disposal.

d) Renewable Source of Energy:

Your Company is also contributing in reducing Carbon foot printing from the Environment by generating power through renewable sources and by harnessing wind Energy. The Company has installed 3 (three) Wind Turbine Generators (WTG) of total 3.50 MW Capacity and are always ensured in full operational mode.

9. COMPANYS'' QUALITY SYSTEM (ISO-9001:2008)

Your Company is accredited with ISO 9001:2008 for "Manufacture and Sale of Ethylene Amine based Industrial Chemicals". The surveillance audit is done by internationally reputed M/s. BVC.

The ISO 9001:2008 certification helps your Company to project a better image and inspire greater confidence amongst its customers & other business associates.

10. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Company''s website. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

11. FIXED DEPOSITE:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under during the year.

12. INSURANCE:

The properties and Assets of the Company are adequately insured.

13. BOARD OF DIRECTORS:

Mr. Kirat Patel and Mr. Shreyas Mehta are directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have expressed their willingness to be re-appointed as directors.

Your Directors recommend re - appointment of these Directors.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchange, appointed Mr. Ghanshyam Govind Chendwankar (DIN: 00031722), Mr. Govindarajapuram Sheshadri Venkatachalam (DIN: 02205898), Mr. Dhruv Subodh Kaji (DIN: 00192559), Dr. Ambrish Keshav Dalal (DIN: 02546506) & Mr. Rajendra Chhabra (DIN: 00093384) as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1,2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

14. AUDITORS:

M/s. Bansi S. Mehta & Co., Chartered Accountants, who are the statutory auditors of the Company shall hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Bansi S. Mehta & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of this AGM till the conclusion of the Fourth AGM, subject to ratification of their appointment at every subsequent AGM. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. Your directors recommend their re-appointment.

15. COST AUDITOR:

The Company has appointed M/s. P D Modh & Associates, Cost Accountants for conducting the audit of cost records of the Company for the products Ethylene Amines for the financial year 2013-14. Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules. 2014, the board has recommended appointment of said cost auditor for F.Y. 2014-15.

16. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best their Knowledge and belief and according to information and explanation obtained by them, your Directors make the following statement in line of section 217(2AA) of the Companies Act, 1956:

(a) In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards has been followed along with proper explanation relating to material departures, if any;

(b) The accounting policies selected have been applied consistently and judgments and estimates made 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 ended 31st March, 2014 and of the Profit of the Company for that period;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and to prevent and detect fraud and other irregularities;

(d) The Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

17. CORPORATE GOVERNANCE:

Pursuant to the clause 49 of the Listing Agreement, a separate section forming part of this report and titled as "Corporate Governance" is attached herewith.

18. INDUSTRIAL RELATIONS:

Industrial Relations between the management & the employees at all levels remained healthy and cordial throughout the year, resulting in constant co - operation by all the employees in day to day work and implementing policies of your Company.

19. LISTING DETAILS:

At present, your Company''s securities are listed on:

Bombay Stock Exchange Ltd,

Phiroze Jeejeebhoy Towers,

Dalal Street, Fort, Mumbai 400 001 Code No. 500120

The Company has paid the annual listing fees to the above Stock Exchange for the financial year 2014-15.

20. DETAILS REGARDING DEPOSITORY:

Your Company has an Agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares in accordance with the provisions of the Depository Act, 1996. As on date, approximately 94% of the shares are held in the dematerialized form.

21. AGENCY FOR SHARE TRANSFER / DEMAT PURPOSE:

Pursuant to SEBI Directive in respect of appointment of Common Agency for both DEMAT & Physical Share Transfer work, your Company has appointed M/s. MCS Share transfer Agent Ltd., 1st Floor, Neelam Apartment, 88, Sampatrao Colony, Alkapuri, Vadodara 390 007, as a R&T Agent for both DEMAT & Physical Share Transfer work. Accordingly, all the shareholders are requested to take note of the same and send future correspondences / queries to the M/s. MCS Share Transfer Agent Ltd., at the above-mentioned address.

22. SUBSIDIARY COMPANY:

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Diamines Speciality Chemicals Pvt. Ltd. Further, the Company has decided to take benefit of MCA''s circular no. 51/12/2007-CL-111 dated 8th February 2011 for exemption in respect of mandatory attachment of balance sheet of subsidiary company U/s 212 of the Companies Act, 1956. The Annual Accounts of the Subsidiary company are available for inspection by any member at the registered office during business hours. The Company will send copies thereof to the shareholders who may, if required, write to the company.

23. PARTICULARS OF EMPLOYEES:

There is no employee attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

24. ACKNOWLEDGEMENT:

Your Directors thank the Company''s valued customers and various Government, Semi-Government and Local Authorities, Suppliers and other business associates, Vendors, as well as the various Banks for their continued support to the Company''s growth and look forward to their continued support in the future also.

Your Directors place on record their appreciation of the contribution made by the employees at all levels across the Company towards the efficient working and operations of the Company. Last but not the least, the Board of Directors wish to thank the Investor Shareholders for their unstinted support, co-operation and faith in the Company.

For and on behalf of the Board

Yogesh M. Kothari Mumbai, Dated: May 6, 2014 Chairman

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Mar 31, 2013

To the Members,

The Directors present their 37th Annual Report together with the audited accounts for the financial year ended 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs.in Lacs) Current Year Previous Year 31.03.13 31.03.12

Total Income (Gross) 6411.36 7290.35

Operating Profit before interest and depreciation 834.83 1077.91

Interest and other financial charges 381.12 358.66

Profit before depreciation 453.71 719.25

Depreciation & Amortization 238.70 215.80

Profit after interest & depreciation 215.01 503.45

Less: Provision for taxation 44.97 143.03

Profit after Tax available for distribution 170.04 360.42

Proposed Dividend (including Dividend Tax) 57.22 113.70

Balance of P& L A/c for the year 112.82 246.72

Credit balance of P&L A/c carried forward from last year 1528.17 1281.47

Profit/ (Loss) carried to Balance Sheet. 1640.99 1528.17



2. OPERATIONS:

Your Company`''s total revenue for the year 2012-13 (net of excise) amounted to Rs. 5763.32 lacs as compared toRs. 6723.86 lacs of last year. The result for the year shows net profit after tax of Rs. 170.04 lacs as compared to the net profit of Rs. 360.42 lacs in the previous year.

Further details of operations are given in the management discussion and analysis report, which forms part of this report.

3. DIVIDEND:

Considering the financial results achieved during the year under review, the Board of Directors has recommended the dividend on 97,83,240 Equity shares @ 5% {Rs. 0.50 per share (5%) Previous Year Rs. 1/- per share (10%)} for the financial year 2012-13 out of the net profit available for distribution.

4. TRANSFER TO STATUTORY RESERVE

In accordance with the statutory provisions and companies (Transfer of Profit to Reserves) Rules, 1975, the Company was not required to transfer any profit to Reserves during the period under review.

5. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under during the year.

6. CORPORATE GOVERNANCE:

As per various amendments made in clause 49 of the Listing Agreement the Company has adopted the Code of conduct which is also available on the website of the Company. All the Board members and senior management personnel have affirmed compliance with the Code of Conduct.

Pursuant to the clause 49 of the Listing Agreement, a separate section forming part of this report and titled as "Corporate Governance" is attached herewith.

7. PARTICULARS OF EMPLOYEES:

There is no employee attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. BOARD OF DIRECTORS:

Mr. Amit Mehta, Mr. Ghanashyam Govind Chendwankar and Mr. Govindarajapuram Seshadri Venkatachalam are directors liable to retire by rotation at the ensuing AGM and being eligible, have expressed their willingness to be re-appointed as directors.

Your Directors recommend re-appointment of these Directors.

9. FINANCE:

During the year under review, your company has been sanctioned Corporate loan to the tune of Rs. 5.00 Crores on 21.01.2013 from the State Bank of India, aggregating total credit facilities to the tune of Rs. 44.35 Crores to meet its liquidity requirement.

10. DIRECTORS`'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, with regard to Directors`'' Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) The accounting policies selected have been applied consistently and judgments and estimates made 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 ended 31st March, 2013 and of the Profit of the Company for that period;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and to prevent and detect fraud and other irregularities;

(d) The Annual Accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

11. AUDITORS:

M/s. Bansi S. Mehta & Co., Chartered Accountants, Auditors of the Company who retire at the forthcoming AGM are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your directors recommend their re-appointment.

12. AUDITORS`'' REPORT:

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explain the matters, which are dealt with by the auditors.

13. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under subsection 1(e) of Section 217 of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure – 1 (Form-A & B) in this report.

14. INFORMATION TECHNOLOGY:

The Company has set up an integrated on-line information system in all major operating areas. The Company has also adopted Enterprise Resource Planning (ERP) to enhance efficiency at overall organization level to improve accuracy of data generation.

15. INDUSTRIAL RELATIONS:

The Company has been regularly monitoring its policy for enhancement in the skills of its employees by providing need-based training.

Industrial Relations between the management & the employees at all levels remained healthy and cordial throughout the year, resulting in constant co – operation by all the employees in day to day work and implementing policies of your Company.

16. COMPANYS`'' QUALITY SYSTEM (ISO–9001:2008)

Your Company is certified for ISO 9001:2008 for "Manufacture and Sale of Amine based Industrial Chemicals". There was surveillance audit since the Company`''s certification by internationally reputed M/s. BVC. In terms of improvement of effectiveness of QMS and its processes, system updated as per 9001:2008. Documentation changed to 3 levels of all the departments. In the current year also M/s. BVC had conducted their audit to upgrade our existing certificate as per ISO: 9001:2008 Guidelines and had certified for certification as per ISO: 9001:2008 QMS.

The ISO 9001:2008 certification has enabled your Company to project a better image and inspire greater confidence amongst its customers & other business associates.

17. SAFETY & ENVIRONMENT:

Your Company believes in maintaining highest standards of safety. The Company is committed to operating plants with safety features in mind, using safe working procedures and practices, meeting the applicable statutory requirements in all respects, monitoring the plant and ambient environment to maintain a clean and safe environment in and around the plants and conducting periodical safety audits as well as medical check-up of employees. Safety training is imparted regularly for personnel working in the plant. This well planned training cultivates safety awareness in employees, which ultimately results in prevention of accidents. Necessary Personal Protection Equipments are available at site. The upgraded liquid effluent treatment facilities are properly maintained & liquid & air pollution standards are always maintained below the permissible level as set by the Gujarat Pollution Control Board. The Company has installed Fire Hydrant System in certain sections of its plant considering fire hazard to enhance safety and security of its plant & its workers.

18. LISTING DETAILS:

At present, your Company`''s securities are listed on:

Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001.

Code No. 500120

The Company has paid the annual listing fees to the above Stock Exchange for the financial year 2013–2014.

19. DETAILS REGARDING DEPOSITORY:

Your Company has an Agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares in accordance with the provisions of the Depository Act, 1996. As on date, approximately 94% of the shares are held in the dematerialized form.

20. AGENCY FOR SHARE TRANSFER / DEMAT PURPOSE:

Pursuant to SEBI Directive in respect of appointment of Common Agency for both DEMAT & Physical Share Transfer work, your Company has appointed and continued with M/s. MCS Ltd., 1st Floor, Neelam Apartment, 88, Sampatrao Colony, Alkapuri, Vadodara 390 007, as a RTA for both DEMAT & Physical Share Transfer work w.e.f. 1st April, 2003. Accordingly, all the shareholders are requested to take note of the same and send all future correspondences / queries to the M/s. MCS Ltd., at the above mentioned address.

21. SUBSIDIARY COMPANY:

Pursuant to Accounting Standard AS 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presents by the Company include the financial information of Diamines Speciality Chemicals Pvt. Ltd. Further, the Company has decided to take benefit of MCA`''s circular no. 51/12/2007-CL-III dated 8th February 2011 for exemption in respect of mandatory attachment of balance sheet of subsidiary company U/s 212 of the Companies Act, 1956. The Annual Accounts of the Subsidiary company are available for inspection by any member at the registered office during business hours. The Company will send copies thereof to the shareholders who may, if required, write to the company.

22. ACKNOWLEDGEMENT:

Your Directors thank the Company`''s valued customers and various Government, Semi-Government and Local Authorities, Suppliers and other business associates, Vendors, as well as the various Banks for their continued support to the Company`''s growth and look forward to their continued support in the future also.

Your Directors place on record their appreciation of the contribution made by the employees at all levels across the Company towards the efficient working and operations of the Company. Last but not the least, the Board of Directors wish to thank the Investor Shareholders for their unstinted support, co-operation and faith in the Company.

For and on behalf of the Board

AMIT MEHTA KIRAT PATEL

Mumbai,

Dated: May 7, 2013 Vice Chairman Director

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Mar 31, 2012

The Directors present their 36th Annual Report together with the audited accounts for the financial year ended 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Current Year Previous Year 31.03.12 31.03.11

Total Income (Gross) 7315.43 9119.78

Operating Profit before interest and depreciation 1077.91 2515.40

Interest and other financial charges 358.66 298.02

Profit before depreciation 719.25 2217.38

Depreciation & Amortization 215.80 188.96

Profit after interest & depreciation 503.45 2028.42

Less: Provision for taxation 143.03 557.43

Profit after Tax available for distribution 360.42 1470.99

Interim Dividend (including Dividend Tax) - 114.07

Proposed Dividend (including Dividend Tax) 113.70 341.11

Amount transferred to General Reserve - 147.09

Balance of P&L A/c for the year 246.72 868.72

Credit balance of P&L A/c carried forward from last year 1281.47 412.75

Profit/ (Loss) carried to Balance Sheet. 1528.17 1281.47

2. OPERATIONS:

Your Company's total revenue for the year 2011-12 (net of excise) amounted to Rs. 6748.94 lacs as compared to Rs. 8371.05 lacs of last year. The result for the year shows net profit after tax of Rs. 360.42 lacs as compared to the net profit of Rs. 1470.99 lacs in the previous year.

Further details of operations are given in the management discussion and analysis report, which forms part of this report.

3. DIVIDEND:

Considering the financial results achieved during the year under review, the Board of Directors has recommended the final dividend on 9783240 Equity Shares @ 10% {Re. 1 per share (10%) Previous Year Rs. 6/- per share / 60%} for the financial year 2011-12 out of the net profit available for distribution.

4. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under during the year.

5. CORPORATE GOVERNANCE:

As per various amendments made in clause 49 of the Listing Agreement the Company has adopted the Code of conduct which is also available on the website of the Company. All the Board members and senior management personnel have affirmed compliance with the Code of Conduct.

Pursuant to the clause 49 of the Listing Agreement, a separate section forming part of this report and titled as "Corporate Governance" is attached herewith.

6. PARTICULARS OF EMPLOYEES:

There is no employee attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

7. BOARD OF DIRECTORS:

Mr. Yogesh Kothari, Mr. Kirat Patel and Mr. Shreyas Mehta are Directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have expressed their willingness to be re-appointed as Directors.

Your Directors recommend re – appointment of these Directors.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, with regard to Directors' Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) The accounting policies selected have been applied consistently and judgments and estimates made 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 ended 31st March, 2012 and of the Profit of the Company for that period;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and to prevent and detect fraud and other irregularities;

(d) The Annual Accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

9. AUDITORS:

M/s. Bansi S. Mehta & Co., Chartered Accountants, Auditors of the Company who retire at the forthcoming Annual General Meeting are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your Directors recommend their reappointment.

10. AUDITORS' REPORT:

In the opinion of the Directors, the notes to the accounts are self-explanatory and adequately explain the matters, which are dealt with by the auditors.

11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under subsection 1(e) of Section 217 of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure – 1 (Form-A & B) in this report.

12. INFORMATION TECHNOLOGY:

The Company has set up an integrated on-line information system in all major operating areas. The Company has also adopted Enterprise Resource Planning (ERP) to enhance efficiency at overall organization level to improve accuracy of data generation.

13. INDUSTRIAL RELATIONS:

The Company has been regularly monitoring its policy for enhancement in the skills of its employees by providing need-based training.

Industrial Relations between the management & the employees at all levels remained healthy and cordial throughout the year, resulting in constant co – operation by all the employees in day to day work and implementing policies of your Company.

14. COMPANYS' QUALITY SYSTEM (ISO–9001:2008)

Your Company is certified for ISO 9001:2008 for "Manufacture and Sale of Ethyleneamines based Industrial Chemicals". There was surveillance audit since the Company's certification by internationally reputed M/s. BVC. In terms of improvement of effectiveness of QMS and its processes, system updated as per 9001:2008. Documentation changed to 3 levels of all the departments. External audit for stage- 2 audit is completed in January '12 by M/s. BVC. QMS of the organization is re-certified for ISO 9001:2008 system.

The ISO 9001:2008 certification has enabled your Company to project a better image and inspire greater confidence amongst its customers & other business associates.

15. SAFETY & ENVIRONMENT:

Your Company believes in maintaining highest standards of safety. The Company is committed to operating plants with safety features in mind, using safe working procedures and practices, meeting the applicable statutory requirements in all respects, monitoring the plant and ambient environment to maintain a clean and safe environment in and around the plants and conducting periodical safety audits as well as medical check-up of employees. Safety training is imparted regularly for personnel working in the plant. This well planned training cultivates safety awareness in employees, which ultimately results in prevention of accidents. Necessary Personal Protection Equipments are available at site. The upgraded liquid effluent treatment facilities are properly maintained & liquid & air pollution standards are always maintained below the permissible level as set by the Gujarat Pollution Control Board. The Company has installed Fire Hydrant System in its plant to enhance safety and security of its plant & its workers.

16. LISTING DETAILS:

At present, your Company's securities are listed on:

Bombay Stock Exchange Ltd.,

Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001.

Code No. 500120

The Company has paid the annual listing fees to the above Stock Exchange for the financial year 2012– 2013.

17. DETAILS REGARDING DEPOSITORY:

Your Company has an Agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares in accordance with the provisions of the Depository Act, 1996. As on date, approximately 94% of the shares are held in the dematerialized form.

18. AGENCY FOR SHARE TRANSFER / DEMAT PURPOSE:

Pursuant to SEBI Directive in respect of appointment of Common Agency for both DEMAT & Physical Share Transfer work, your Company has appointed and continued with M/s. MCS Ltd., 1st Floor, Neelam Apartment, 88, Sampatrao Colony, Alkapuri, Vadodara 390 007, as a R&T Agent for both DEMAT & Physical Share Transfer work w.e.f. 1st April, 2003. Accordingly, all the shareholders are requested to take note of the same and send all future correspondences / queries to the M/s. MCS Ltd., at the abovementioned address.

19. SUBSIDIARY COMPANY:

Your Company has incorporated a wholly owned subsidiary named "Diamines Speciality Chemicals Pvt. Ltd." (DSCPL) on 16th January, 2012. This Company shall also be engage into the Speciality Chemicals business.

Pursuant to Accounting Standard AS 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presents by the Company include the financial information of Diamines Speciality Chemicals Pvt. Ltd. The Annual Accounts of the Subsidiary Company are available for inspection by any member at the registered office during business hours. The Company will send copies thereof to the shareholders who may, if required, write to the company.

20. ACKNOWLEDGEMENT:

Your Directors thank the Company's valued customers and various Government, Semi-Government and Local Authorities, Suppliers and other Business Associates, Vendors, as well as the various Banks for their continued support to the Company's growth and look forward to their continued support in the future also.

Your Directors place on record their appreciation of the contribution made by the employees at all levels across the Company towards the efficient working and operations of the Company. Last but not the least, the Board of Directors wish to thank the Investor Shareholders for their unstinted support, co-operation and faith in the Company.

For and on behalf of the Board

YOGESH KOTHARI

Vadodara, Dated: May 17, 2012 Chairman

---

Mar 31, 2011

The Directors present their 35th Annual Report together with the audited accounts for the financial year ended 31st March, 2011.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Current Year Previous Year 31.03.11 31.03.10

Total Income (Gross) 9119.78 5883.15

Operating Profit before interest and depreciation 2515.40 1859.62

Interest and other financial charges 298.02 249.41

Profit before depreciation 2217.38 1610.21

Depreciation & Amortization 188.96 163.28

Profit after interest & depreciation 2028.42 1446.93

Less: Provision for taxation 557.43 511.50

Profit after Tax available for distribution 1470.99 935.42

Interim Dividend (including Dividend Tax) 114.07 NIL

Proposed Dividend (including Dividend Tax) 341.11 152.11

Amount transferred to General Reserve 147.09 70.15

Balance of P & L A/c for the year 868.72 713.15

Credit/(Debit) balance of P&L A/c carried forward from last year 412.75 (300.40)

Profit/(Loss) carried to Balance Sheet. 1281.47 412.75

2. OPERATIONS:

Your Companys total income for the year 2010-11 (net of excise) amounted to Rs.8371.05 as compared to Rs. 5538.47 lacs of last year. The result for the year shows net profit after tax of Rs.1470.99 lacs as compared to the net profit of Rs. 935.42 lacs in the previous year. Further details of operations are given in the Management Discussion and Analysis Report, which forms part of this report.

3. DIVIDEND:

a) The Board has declared and paid in October, 2010 an Interim Dividend @ 15% on Equity Shares for the financial year 2010-11.

- The members are requested to confirm the above interim dividend at the ensuing Annual General Meeting of the Company.

b) Considering the financial results achieved during the year under review, the Board of Directors has recommended the final dividend on 6522160 Equity Shares @ 45% {Re.4.50 per share (45%)} which together with aforesaid interim dividend shall aggregate to Rs 6/- per share {(60%)} {Previous year Rs. 2/- per share (20%)}

4. BONUS ISSUE:

In keeping view to rewarding the Companys valuable shareholders, the Board has recommended Bonus Issue, in the ratio of 1:2 i.e. One new fully paid up Equity Share of Rs. 10 each for every Two fully paid up Equity Shares of Rs. 10 each, to the eligible members of the Company, subject to approval of shareholders in the ensuing Annual General Meeting.

5. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under during the year.

6. CORPORATE GOVERNANCE:

As per various amendments made in clause 49 of the Listing Agreement the Company has adopted the Code of conduct which is also available on the website of the Company. All the Board members and senior management personnel have affirmed compliance with the Code of Conduct.

Pursuant to the clause 49 of the Listing Agreement, a separate section forming part of this report and titled as "Corporate Governance" is attached herewith.

7. PARTICULARS OF EMPLOYEES:

There is no employee attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. BOARD OF DIRECTORS:

Mr. Rajendra Chhabra, Mr. Dhruv Kaji and Dr. Ambarish Dalal are directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have expressed their willingness to be re-appointed as directors.

Your Directors recommend re – appointment of these Directors.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, with regard to Directors Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the accounting policies selected have been applied consistently and judgments and estimates made 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 ended 31st March, 2011 and of the Profit of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and to prevent and detect fraud and other irregularities;

(d) the Annual Accounts for the year ended 31st March, 2011 have been prepared on a going concern basis.

10. AUDITORS:

M/s. Bansi S. Mehta & Co., Chartered Accountants, Auditors of the Company who retire at the forthcoming Annual General Meeting are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your directors recommend their re-appointment.

11. AUDITORS REPORT:

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explain the matters, which are dealt with by the auditors.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under subsection 1(e) of Section 217 of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure – 1 (Form-A & B) in this report.

13. INFORMATION TECHNOLOGY:

The Company has set up an integrated on-line information system in all major operating areas. In order to accelerate the acceptance of electronic mail and facilitate sharing of various data, all departmental offices, warehouse stores, in each of the offices have been provided with connectivity facility for information sharing. The Companys Enterprise Resource Planning to enhance efficiency at overall organization level to improve accuracy of data generation is now in the completion stage.

14. INDUSTRIAL RELATIONS:

The Company has been regularly monitoring its policy for enhancement in the skills of its employees by providing need-based training.

Industrial Relations between the management & the employees at all levels remained healthy and cordial throughout the year, resulting in constant co – operation by all the employees in day to day work and implementing policies of your Company.

15. COMPANYS QUALITY SYSTEM (ISO–9001:2008)

Your Company is certified for ISO 9001:2008 for "Manufacture and Sale of Amine based Industrial Chemicals". There was surveillance audit since the Companys certification by internationally reputed M/s. BVC. In terms of improvement of effectiveness of QMS and its processes, system updated as per 9001:2008. Documentation changed to 3 levels of all the departments. In the current year also M/s.BVC had conducted their audit to upgrade our existing certificate as per ISO: 9001:2008 Guidelines and had certified for certification as per ISO: 9001:2008 QMS.

The ISO 9001:2008 certification has enabled your Company to project a better image and inspire greater confidence amongst its customers & other business associates.

16. SAFETY & ENVIRONMENT:

Your Company believes in maintaining highest standards of safety. The Company is committed to operating plants with safety features in mind, using safe working procedures and practices, meeting the applicable statutory requirements in all respects, monitoring the plant and ambient environment to maintain a clean and safe environment in and around the plants and conducting periodical safety audits as well as medical check-up of employees. Safety training is imparted regularly for personnel working in the plant. This well planned training cultivates safety awareness in employees, which ultimately results in prevention of accidents. Necessary Personal Protection Equipments are available at site. The upgraded liquid effluent treatment facilities are properly maintained & liquid & air pollution standards are always maintained below the permissible level as set by the Gujarat Pollution Control Board. The Company has installed Fire Hydrant System in its plant to enhance safety and security of its plant & its workers.

17. LISTING DETAILS:

At present, your Companys securities are listed on: Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001. Code No. 500120

The Company has paid the annual listing fees to the above Stock Exchange for the financial year 2011–2012.

18. DETAILS REGARDING DEPOSITORY:

Your Company has an Agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares in accordance with the provisions of the Depository Act, 1996. As on date, approximately 94% of the shares are held in the dematerialized form.

19. AGENCY FOR SHARE TRANSFER / DEMAT PURPOSE:

Pursuant to SEBI Directive in respect of appointment of Common Agency for both DEMAT & Physical Share Transfer work, your Company has appointed and continued with M/s. MCS Ltd.,

1st Floor, Neelam Apartment, 88, Sampatrao Colony, Alkapuri, Vadodara 390 007, as a R&T Agent for both DEMAT & Physical Share Transfer work w.e.f. 1st April, 2003. Accordingly, all the shareholders are requested to take note of the same and send all future correspondences / queries to the M/s. MCS Ltd., at the abovementioned address.

20. ACKNOWLEDGEMENT:

Your Directors thank the Companys valued customers and various Government, Semi- Government and Local Authorities, Suppliers and other business associates, Vendors, as well as the various Banks for their continued support to the Companys growth and look forward to their continued support in the future also.

Your Directors place on record their appreciation of the contribution made by the employees at all levels across the Company towards the efficient working and operations of the Company. Last but not the least, the Board of Directors wish to thank the Investor Shareholders for their unstinted support, co-operation and faith in the Company.



For and on behalf of the Board

YOGESH KOTHARI Chairman

Mumbai, Dated: May 24, 2011.

---

Mar 31, 2010

The Directors present their 34th Annual Report together with the audited accounts tor the financial year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Current Year Previous Year 31/03/10 31/03/09

Operating Profit before interest and depreciation 1867.79 531.03

Interest and other financial charges 257.58 179.50

Profit before depreciation 1610.21 351.53

Depreciation & Amortization 163.28 141.94

Profit after interest & depreciation 1446.93 209.59

Less: Provision for taxation 511.50 73.26

Profit after Tax available for distribution 935.42 136.32

Proposed Dividend (including Dividend Tax) 152.11 76.30

Amount transferred to General Reserve 70.15 --

Balance of P& L A/c for the year 713.15 60.02

Debit balance of P&L A/c carried forward from last year (300.40) (360.41)

Prbfit/(Loss) carried to Balance Sheet. 412.75 (300.40)

2. OPERATIONS:

Your Companys total income for the year 2009-10 (net of excise) amounted to Rs.5538.47 lacs as compared to Rs. 3029.49 lacs of last year. The result for the year shows net profit after tax of Rs. 935.42 lacs as compared to the net profit of Rs. 136.32 lacs in the previous year. Further details of operations are given in the management discussion and analysis report, which forms part of this report.

3. DIVIDEND:

Considering the financial results achieved during the year under review, the Board of Directors has recommended the final dividend of 20% {Re. 2 per share} on 6522160 Equity Shares of the Company for the financial year 2009 - 2010 out of the Net Profit available for distribution.

4. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under during the year.

5. CORPORATE GOVERNANCE:

As per various amendments made in clause 49 of the Listing Agreement the Company has adopted the Code of conduct which is also available on the website of the Company. All the Board members and senior management personnel have affirmed compliance with the Code of Conduct.

Pursuant to the clause 49 of the Listing Agreement, a separate section forming part of this report and titled as "Corporate Governance" is attached herewith.

6. PARTICULARS OF EMPLOYEES:

There is no employee attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

7. BOARD OF DIRECTORS:

Mr. Amit M. Mehta, Mr. G.G.Chendwankar and Mr. G.S.Venkatachalam are directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have expressed their willingness to be re-appointed as directors.

On 29.01.2010 Mr. Shreyas Mehta was appointed as Independent Director of the Company. He holds office until the date of this Annual General Meeting, as per provisions of section 260 of the Companies Act,1956.

On 13.04.2010 Mr. Girish R. Satarkar was appointed as Executive Director of the Company. He holds office until the date of this Annual General Meeting, as per provisions of section 260 of the Companies Act, 1956.

Your Directors recommend re - appointment of these Directors.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of. section 217(2AA) of the Companies Act, 1956, with regard to Directors Responsibility Statement, it is hereby confirmed that :

(a) in the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the accounting policies selected have been applied consistently and judgments and estimates made 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 ended 31st March, 2010 and of the Profit of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and to prevent and detect fraud and other irregularities;

(d) the Annual Accounts for the year ended 31sl March, 2010 have been prepared on a going concern basis.

9. AUDITORS:

M/s. Bansi S. Mehta & Co., Chartered Accountants, Auditors of the Company who retire at the forthcoming Annual General Meeting are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your directors recommend their re-appointment.

10. AUDITORS REPORT:

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explain the matters, which are dealt with by the auditors.

11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under subsection 1(e) of Section 217 of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure - 1 (Form-A & B) in this report.

12. INFORMATION TECHNOLOGY:

The Company has set up an integrated on-line information system in all major operating areas. In order to accelerate the acceptance of electronic mail and facilitate sharing of various data, all major offices, warehouses and stores, in each of the offices have been provided with connectivity facility for information sharing. The Company is also trying to go for Enterprise ResourcePlanning to enhance efficiency at over all organization level to improve accuracy of data generation.

13. INDUSTRIAL RELATIONS:

The Company has been regularly monitoring its policy for enhancement in the skills of its - employees by providing need-based training.

Industrial Relations between the management & the employees at all levels remained healthy and cordial throughout the year, resulting in constant co - operation by all the employees in day to day work and implementing policies of your Company.

14. COMPANYS QUALITY SYSTEM (ISO-9001:2008)

Your Company is certified for ISO 9001:2008 for "Manufacture and Sale of Amine based Industrial Chemicals." There was surveillance audit since the Companys certification by internationally reputed M/s. BVQI. In terms of improvement of effectiveness of QMS and its processes, system updated as per 9001:2008. Documentation changed to 3 levels of all the departments. In the current year also M/s. BVQI had conducted their audit.to upgrade our existing certificate as per ISO: 9001:2008, guidelines and had certified for certification as per ISO:9001:2008 QMS.

The ISO 9001:2008 certification has enabled your Company to project a better image and inspire greater confidence amongst its customers & other business associates.

15. SAFETY & ENVIRONMENT:

Your Company believes in maintaining highest standards of safety. The Company is committed to operating plants with safety features in mind, using safe working procedures and practices, meeting the applicable statutory requirements in all respects, monitoring the plant and ambient environment to maintain a clean and safe environment in and around the plants and conducting periodical safety audits as well as medical check-up of employees. Safety training is imparted regularly for personnel working in the plant. This well planned training cultivates safety awareness in employees, which ultimately results in prevention of accidents. Necessary Personal Protection Equipments are available at site. The upgraded liquid effluent treatment facilities are properly maintained & liquid & air pollution standards are always maintained below the permissible level as set by the Gujarat Pollution Control Board. The Company is planning to instal Fire Hydrent System in its plant to enhence safety & security of its plant & workers.

16. LISTING DETAILS:

At present, your Companys securities are listed on:

Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Fort, Mumbai 400 001. Code No. 500120 The Company has paid the annual listing fees to the above Stock Exchange for the financial year 2010-2011.

17. DETAILS REGARDING DEPOSITORY:

Your Company has an Agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares in accordance with theprovisions of the Depository Act, 1996. As on date, approximately 93% of the shares are held in the dematerialized form.

18. AGENCY FOR SHARE TRANSFER / DEM AT PURPOSE:

Pursuant to SEBI Directive in respect of appointment of Common Agency for both DEMAT & Physical Share Transfer work, your Company has appointed and continued with M/s. MCS Ltd., 1st Floor, Neelam Apartment, 88, Sampatrao Colony, Alkapuri, Vadodara 390 007, as a R&T Agent for both DEMAT & Physical Share Transfer work w.e.f. 1sl April, 2003. Accordingly, all the shareholders are requested to take note of the same and send all future correspondences / queries to the M/s. MCS Ltd., at the abovementioned address.

19. ACKNOWLEDGEMENT:

Your Directors thank the Companys valued customers and various Government, Semi- Government and Local Authorities, Suppliers and other business associates, Vendors, as well - as the various Banks for their continued support to the Companys growth and look forward to their continued support in the future also.

Your Directors place on record their appreciation of the contribution made by the employees at all levels across the Company towards the efficient working and operations of the Company. Last but not the least, the Board of Directors wish to thank (he Investor Shareholders for their unstinted support, co-operation and faith in the Company.

For and on behalf of the Board

YOGESH KOTHARI

Mumbai, Dated: May 21, 2010. Chairman