alkyl amines chemicals ltd share price Directors report

Dear Shareholders,

Your Directors take pleasure in presenting the 43rd Annual Report on the business and operations of your Company together with Audited Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS:

The financial performance of your Company is as summarized below for the financial year under review:

Particulars	2022-23	2021-22
	Rs. in Lakhs	Rs. in Lakhs
Revenue from operations	1,68,233	1,54,199
Other Income	1,391	1,499
Total Income	1,69,624	1,55,698
Profit before interest, depreciation & taxation	35,705	34,015
Interest & financial expenses	332	329
Depreciation	4,517	3,475
Profit before exceptional item	30,856	30,211
Exceptional Items	-	-
Profit before tax	30,856	30,211
Provision for tax	7,990	7,722
Net Profit after tax	22,866	22,489
Other Comprehensive Income	(187)	(35)
Total Comprehensive Income	22,679	22,454
Opening balance in retained earnings	92,347	72,974
Profit available for appropriations	1,15,026	95,428
Other adjustments due to IND AS	(17)	(18)
Impact of adjustment in derivatives financial instruments
Interim Dividend paid/Dividend paid	5,109	3,064
Closing balance in retained earnings	1,09,933	92,347

2. PERFORMANCE HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS:

During the financial year under review, total Income increased from Rs.1,55,698 lakhs to Rs.1,69,624 lakhs, an increase of 8.94%. Profit before tax for the year was Rs. 30,856 lakhs compared to Rs.30,211 lakhs of the previous year (an increase of 2.13%) and Profit after tax was Rs. 22,866 lakhs as against Rs. 22,489 lakhs of the previous year (an increase of 1.68%). Your Directors do not propose to transfer any amount to the Reserves for the year ended March 31, 2023. Further details of operations are given in the Management Discussion and Analysis Report annexed herewith as "Annexure 1". There has been no change in the nature of business of the Company.

3. DIVIDEND:

The Board is pleased to recommend for your approval a dividend of Rs. 10/- (500%) per equity share on the face value of Rs. 2/- each for the financial year ended March 31, 2023 [Previous Year: Dividend of Rs.10/- (500%) per equity share of Rs.2/- each]. You are requested to approve the same. The dividend, if declared, shall be payable subject to deduction of tax at source, as applicable. The dividend has been declared in line with the Dividend Distribution Policy which is framed in terms of the regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (SEBI Listing Regulations). The Dividend Distribution Policy is available on the website of the Company at https://alkylamines.com/wp-content/uploads/2022/03/Dividend-Distribution-Policy-1.pdf

4. SHARE CAPITAL:

During the financial year, the Company’s paid up share capital increased from Rs. 10,21,44,894/- consisting of 5,10,72,447 equity shares of Rs.2/- each to Rs.10,22,01,256/- consisting of 5,11,00,628 equity shares of Rs.2/- each.

5. SUB-DIVISION OF FACE VALUE OF EQUITY SHARES:

The Members had approved the sub-division of face value of equity shares from Rs. 5/- each fully paid-up into Rs. 2/- each fully paid up through Postal Ballot, on March 17, 2021. The record date for the aforesaid sub-division was May 12, 2021. Accordingly, the face value of equity shares of the Company stands sub-divided from Rs. 5/- each into Rs. 2/- each fully paid up. The shareholders were issued fresh shares of face value of Rs. 2/- each.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Schedule V of SEBI Listing Regulations, 2015 is included in this Annual Report and the same is annexed herewith as "Annexure 1"

7. NEW PROJECTS:

During the financial year 2022-23, a new solar plant of 3.0 MW was commissioned in western Maharashtra. A project to set up new Amines plant at Kurkumbh is under execution which is expected to be commissioned by June 2023.

Our new Projects include:

- Setting up of two new specialty chemicals plants at Kurkumbh

- Setting up of new 4.5 MW Solar Plant in Gujarat.

- Some projects for upgrading the equipment and expansion of capacities, at all three production sites.

8. SUBSIDIARY/ASSOCIATE COMPANIES:

The company does not have any subsidiary, associate or joint venture company.

9. RESPONSIBLE CARE?:

Responsible Care is a voluntary initiative of International Council of Chemical Associations, implemented in India by Indian Chemical Council to safely handle the products from inception in the research laboratory, through manufacture and distribution, to ultimate reuse, recycle and disposal, and to involve the public in the decision-making processes. We have got our Company recertified for Responsible Care?in September 2020. The recertification is valid till September 2023. Several programs and studies related to safety, environment and health have been taken up and are being implemented.

Your Company continues to participate in developing Product Safety and Stewardship and Product distribution code as a part of initiative taken by Indian Chemical Council (ICC) along with other chemical companies. The objective was to update codes after rigorous implementation of Responsible Care program and findings of audits.

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

The information on conservation of energy, technology absorption and other details stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure 2".

11. SAFETY, HEALTH AND ENVIRONMENT:

A. SAFETY:

We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. Employees are trained in safe practices to be followed at the workplace. Compliance of safety training has improved over the years and there is active participation from employees. We take active part in Mutual Aid scheme in the respective industrial areas. We are one of the leading members of Local and District Crisis Group and have earned reputation amongst society around and statutory authorities for prompt support during Disaster Management events. The Company conducts scheduled mock drills for emergency scenarios with the active involvement of its staff and occasionally, in the presence of external stakeholders. The gaps, if any, are immediately addressed for closure. To strengthen the Emergency Response, the company conducts truncated drills and table top exercises to assess the performance of emergency responders. Daily tool box talks and safety talks with officers and contractors are done by the Company staff. During financial year 2022-23, we have conducted off-site mock drill near our Patalganga site. The observers and the community team members appreciated the preparedness for external emergency. The actions which we have taken to mitigate fire risk are implemented across the locations and same are maintained. In this year we have strengthened hydrant network system at Kurkumbh. The phase-2 work will be initiated in this financial year to comply with IS 13039 requirements. Patalganga site is complying with high hazard category as per IS 13039. The Dahej site is complying with the IS requirements since inception.

All the incidents/near misses are investigated thoroughly by a selected cross functional team and correction/corrective actions are implemented across the locations. Walkthrough rounds by senior managers are conducted every month and each area of the factory is visited regularly. Observations are recorded and closed immediately. With a view to improve the safety culture measurable Key Performance Indicators (KPIs), Leading Indicators and Lagging Indicators are reviewed in monthly EHS Review Meetings which is chaired by Executive Director of the company. We have encouraged employees to report one near-miss per employee per month to improve our safety performance.

B. HEALTH & HYGIENE:

Health of employees is of utmost importance to us. New employees undergo pre-employment medical check-up before appointment. Training programs are arranged on lifestyle diseases by eminent doctors. Health camps are arranged regularly. Periodic medical check-up of employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is carried out based on National Ambient Air Quality Standard. We also have well equipped Occupation Health Centre with a Doctor, appropriate staff and our own ambulance vehicle at all our manufacturing sites. We have a team of employees trained as FIRST AIDERS who use their acquired skills while on duty or off duty to serve the society. Addressing Occupational Health and Safety issues to meet expectations continue to be a focal point for your company.

Occupational health centres have been upgraded and modern equipment are provided. The last year’s objective to reduce the body mass index is continued for this financial year also. The company is assessing Health Index for the sites and ensuring improvement in it. Drivers are provided training on understanding the hazards of transported chemicals and their impacts on health. We have assessed and measured base line study for Industrial Hygiene across the locations. We observe the engineering controls which we have adopted across the locations and which are best in industry and hence, exposure level is well below the international standard. Your company has also engaged a professional consulting doctor to upgrade our existing Occupational Health and Hygiene system. With his professional advice, guidance and actionable solutions we have upgraded our standard to the next level in the occupational health and safety.

In this financial year, we have arranged Marathon at all the locations to develop health awareness within the employees and their families. We also initiated Mental Wellbeing and other activities to improve employee performance. The Company has provided Covid booster dose to all employees.

C. ENVIRONMENT:

Environment protection and adherence to pollution control norms is of high concern for our company. i) Air Emissions – We monitor regularly emissions from various sources and are very particular about compliance with statutory requirement. All the parameters specified in the consent to operate are well within the limits in the reporting period. ii) Liquid Waste Treatment – We have integrated Effluent Treatment Plants and we maintain outlet standards within the prescribed limits. We have installed online effluent real time monitoring system across the locations to track real time monitoring data. We recycle 50% of our effluent at Kurkumbh by installing Reverse Osmosis (RO)/Multi Effect Evaporator (MEE). The new facility at Kurkumbh will be Zero Liquid Discharge (ZLD). In this year our Patalganga unit commissioned RO/MEE facility with capacity to achieve ZLD status and the Dahej facility will be ready by September, 2023. Use of water from the Sewage Treatment Plant for gardening, and number of GO GREEN activities were undertaken at the plant and staff colony. iii) Solid Waste Management – Solid waste is disposed of at secured landfill or sent for incineration at the Authorized Hazardous waste disposal facility. We have a program in place for waste management using reduction/ recycle/ reuse/ recovery techniques. These programs are continuously reviewed by monitoring their progress and effectiveness. iv) Green belt – Tree plantation inside and outside the factory premises is given utmost importance and is done on a regular basis. At Kurkumbh the unit has developed 94,731 m2 green belt and planted approx. 17,000+ various species of plants. At Dahej, the unit has developed 22,000 m2 area for green belt inside the plot and taken an adjacent land on lease from GIDC for development of greenbelt having 35,622 m2 area. This outside plot is contiguous to the existing plot. Around 6,768 various species of trees are planted at both the places.

D. SAFETY, HEALTH AND ENVIRONMENT (SHE) EVENTS:

During the financial year 2022-23, one reportable accident is recorded at Dahej facility. The incident took place on March 17, 2023. The contract employee was observing vibrations of the pump. During the inspection the mechanical seal of the pump failed and the Acetic acid splashed on the left eye of the contractor.

12. CORPORATE SOCIAL RESPONSIBILITY:

Your Company works with a deep sense of social commitment and contributes towards the welfare of the society that it is part of. The Corporate Social Responsibility (CSR) Committee comprises of Mr. Yogesh M. Kothari, Chairman and Managing Director, as Chairman of the Committee, Mr. Kirat M. Patel, Executive Director and Ms. Leja S. Hattiangadi, Independent Director, as members of the Committee. The Company has formulated a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the CSR Committee and the Board. Your Company’s concerns are focused on Environment Sustainability & Rural Development, Health/Women Empowerment, Education/Sports and others. The CSR budget for FY 2022-23 was Rs.624.35 lakhs, out of which Company has spent Rs.591.76 lakhs and an unspent amount of Rs.32.62 lakhs relating to ongoing projects has been transferred to separate Bank Account and said amount shall be spent within a period of three financial years, as per the provisions of Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure 3". The CSR Policy can be viewed on the website of the Company at https://alkylamines.com/wp-content/uploads/2022/03/CSR-Policy.pdf

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Kirat M. Patel, Executive Director, retires by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, has offered himself for re-appointment. The shareholders at their 39th AGM held on August 6, 2019 had appointed Ms. Leja S. Hattiangadi (DIN 00198720) and Mr. Chandrashekhar R. Gupte (DIN 00009815) as Independent Non-Executive Directors of the Company to hold office for a term of five (5) consecutive years with effect from November 1, 2018 up to October 31, 2023 and May 21, 2019 up to May 20, 2024 respectively and their present term expires on October 31, 2023 and May 20, 2024 respectively. They are eligible for reappointment as Independent Non-Executive Directors for a second term of 5 consecutive years. Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and on the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 11, 2023, recommended their re-appointment as Independent Non-Executive Directors, subject to the approval of members by a special resolution, for a second term of 5 consecutive years with effect from November 1, 2023 up to October 31, 2028 and May 21, 2024 up to May 20, 2029 respectively. In terms of SEBI listing regulations, a Company shall not appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect by the shareholders of the Company. The said Directors shall attain the age of seventy-five (75) years during their second term as Independent Directors. Accordingly, special resolution is proposed for approval by shareholders at the ensuing AGM.

The said Directors have given their consent for re-appointment and have confirmed that they still retain their status as Independent Directors and that they do not suffer from any disqualifications for appointment. The proposal for their re-appointment is based on the evaluation of their performance carried out by the Board other than the Director evaluated. The said Directors are not debarred from holding office of Director under any SEBI order or any such other authority.

The Company has received notices under Section 160 of the Act, from a Member proposing the re-appointment of Ms. Leja S. Hattiangadi and Mr. Chandrashekhar R. Gupte, as Independent Non-Executive Directors of the Company. The Board recommends the reappointment of these Directors.

In terms of provisions of the Companies Act, 2013, Mr. Premal N. Kapadia (DIN: 00042090), was re-appointed as Non-Executive Non-Independent Director of the Company at the 42nd Annual General Meeting held on August 1, 2022, liable to retire by rotation. In terms of SEBI listing regulations, Company shall not appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect by the shareholders of the Company. Mr. Premal N. Kapadia shall be attaining the age of seventy-five (75) years in the year 2024. He has consented to his continuation of directorship on attaining the age of seventy-five years and confirmed that he does not suffer from any disqualifications under Companies Act, 2013. Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and on the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 11, 2023, recommended the continuation of Directorship of Mr. Premal N. Kapadia as Non-Executive Non-Independent Director subject to the approval of members by a special resolution. Mr. Premal N. Kapadia is not debarred from holding office of Director under any SEBI order or any such other authority.

The Independent Directors of your Company have certified their independence to the Board, stating that they meet the criteria for independence as mentioned under Section 149 (6) of the Companies Act, 2013. In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019, the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (‘IICA’).

The Board of Directors has, on the recommendation of Nomination and Remuneration Committee and subject to the approval of the shareholders at the AGM, at their meeting held on May 19, 2022 appointed Mr. Rakesh S. Goyal, as Whole-time Director - Operations for a period of five years with effect from June 1, 2022. Subsequently, the shareholders approved the appointment of Mr. Rakesh S. Goyal, as Whole-time Director – Operations at the AGM held on August 1, 2022 through video conferencing. Mr. Kirat M. Patel has relinquished his position as Chief Financial Officer (CFO) w.e.f. May 19, 2022. The Board of Directors has, on the recommendation of Nomination & Remuneration Committee and Audit Committee, at their meeting held on May 19, 2022, appointed Ms. Kanchan A. Shinde as CFO of the Company w.e.f. May 19, 2022. She has wide experience of 18 years in Finance, Accounts, internal controls, financial analysis and tax compliance functions.

The following are the Key Managerial Personnel of the Company in terms of the provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Yogesh M Kothari, Chairman & Managing Director

• Mr. Kirat M. Patel, Executive Director (relinquished office of CFO w.e.f May 19, 2022)

• Mr. Suneet Y Kothari, Executive Director

• Mr. Rakesh S. Goyal, Whole-time Director - Operations

• Mr. Chintamani D. Thatte, General Manager (Legal) & Company Secretary (and Compliance Officer)

• Ms. Kanchan A. Shinde, Chief Financial Officer (w.e.f. May 19, 2022)

Except the appointment of Mr. Rakesh Goyal as Whole-time Director - Operations, there was no change in the composition of the Board of Directors during the financial year under review.

13.1 Board Evaluation:

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, the annual evaluation has been carried out by the Board of its own performance and that of its Committees and individual Directors by way of individual and collective feedback from Directors. The Directors expressed their satisfaction with the evaluation process.

13.2 Nomination and Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy can be viewed on the company’s website at https://alkylamines.com/wp-content/uploads/2022/03 /Nomination-and-Remuneration-Policy.pdf

13.3 Meetings:

During the financial year, four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and circulars and regulations issued under SEBI Listing Regulations, as amended from time to time.

13.4. Directors’ Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. that in the preparation of the annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date; c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

14. RISK MANAGEMENT:

The Company has an elaborate Risk Management reporting system, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board has constituted a Risk Management Committee to identify elements of risk in different areas of operations and has formulated a Risk Management Policy for actions associated to mitigate the risks. There is a well-structured Business Continuity Plan with Risk Management process for identifying the risks which has helped in development of detailed risk mitigation plan. The Board oversees the Risk Management Report detailing all the risks that the Company faces such as Marketing, Supply Chain, Commercial, Operations and Safety, Human Resource, Compliance and Financial and there is an adequate risk management infrastructure in place, capable of addressing those risks.

15. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integrated part of the risk management reporting system, addressing financial and financial reporting risks. Assurance on the effectiveness of internal financial controls is obtained through management reviews and continuous monitoring by functional experts. We believe that these checks provide reasonable assurance that our internal financial controls are designed effectively, are adequate and are operating as intended.

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and Employees to report their genuine concerns and to deal with instances of fraud and mismanagement, if any. The Mechanism provides for adequate safeguards against victimization of director(s)/employee(s) who can avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The policy is available on the website of the Company at https://alkylamines.com/ wp-content/uploads/2022/03/Whistle-Blower-Policy.pdf

17. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were at an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed for prior approval before the Audit Committee as also the Board. Prior omnibus approval, wherever necessary, of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at https://alkylamines. com/wp-content/uploads/2022/03/Policy-on-Related-Party-Transaction.pdf

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm’s length basis, form AOC-2 is not applicable to the Company.

18. 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 the company’s website at https://alkylamines.com/wp-content/uploads/2022/03/Code-of-Conduct.pdf. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19. INSIDER TRADING POLICY:

As required under the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Directors have framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information’ and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders’. The Policy is available on the company’s website at https://alkylamines.com/wp-content/uploads/2022/03/INSIDER-TRADING-POLICY.pdf

20. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

21. INSURANCE:

The Properties and Assets of the Company are adequately insured.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

24. AUDITORS:

24.1 Statutory Auditors:

M/s. N.M. Raiji & Co., Chartered Accountants, Mumbai (Firm Registration Number 108296W) were appointed as Statutory Auditors of the Company at the 42nd AGM held on August 1, 2022 for second term of five consecutive years, to hold office from the conclusion of 42nd AGM till the conclusion of the 47th AGM of the Company. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the appointment by the members at every AGM. Hence, the approval of the members is not being sought for the re-appointment of the Statutory Auditors and in line with resolution of their appointment passed at the 42nd AGM held on August 1, 2022. The Auditor’s Report for financial year 2022–23 does not contain any qualification, reservation, disclaimer or adverse remark. There was no instance of fraud during the financial year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder. The Auditor’s Report is enclosed with the financial statements in this Annual Report.

24.2 Cost Auditors:

In terms of the Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

The Board of Directors has, on the recommendation of Audit Committee, reappointed M/s. Manish Shukla & Associates, as Cost Auditor for the financial year 2023-24 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014, as amended from time to time. The remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, Resolution seeking Members’ ratification for the remuneration payable for their re-appointment as Cost Auditor for the financial year 2023-24 is sought under Item No. 4 of the Notice convening the AGM.

24.3 Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations, as amended, the Board of Directors has, on the recommendation of Audit Committee, re-appointed Mr. Prashant Mehta, Practising Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Auditor’s Report for financial year 2022-23 does not contain any qualification, reservation, disclaimer or adverse remark. The Report of the Secretarial Auditor for the financial year ended March 31, 2023 is annexed herewith as "Annexure 4".

25. CORPORATE GOVERNANCE:

As per SEBI Listing Regulations, a separate section is annexed herewith as "Annexure 5" on corporate governance practices followed by the Company, together with a certificate from the Company’s Secretarial Auditors confirming compliance forms an integral part of this Report.

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended March 31, 2023.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In terms of SEBI Listing Regulations, top 1000 listed entities, as per market capitalisation, are required to attach ‘Business Responsiblity and Sustainability Report’ to their Annual Report. Accordingly, a separate section on Business Responsibility and Sustainability Report forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations.

27. CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any subsidiary or associate company there is no requirement of preparing the Consolidated Financial Statements during the financial year 2022-23 in accordance with relevant IND AS 110 issued by the Institute of Chartered Accountants of India.

28. ANNUAL RETURN:

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at https://alkylamines.com/ wp-content/uploads/2023/06/Annual-Return-FY-2022-2023.pdf

29. EMPLOYEES:

a) EMPLOYEE STOCK OPTION PLAN 2018 (ESOP 2018):

The ESOP Scheme, ‘AACL Employees Stock Option Plan 2018’ (AACL ESOP, 2018) approved by the shareholders in 2018, is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI (SBEBSE) Regulations, 2021). There were no changes in the Scheme during the year. The Nomination and Remuneration Committee (NRC) of the Board of Directors of the Company, inter alia, administers and monitors the Scheme. In terms of the approval of the shareholders by Postal Ballot for sub-division and related actions and as a consequence of the sub-division of equity shares from face value of Rs.5 into face value of Rs.2 in FY 2021-22, the Company has made appropriate adjustments to the exercise quantity and to the exercise price of the outstanding ESOPs granted to employees with effect from opening of business hours on May 13, 2021 (being the next working day post the record date of sub-division) so as to ensure that the resultant payment by ESOPs grantees on the exercise of ESOPs and the resultant benefits due to the adjustment to the revised exercise quantity and exercise price remains unchanged for grantees. Fraction quantity arising due to the adjustment to the individual vest quantity has been rounded down and the resultant difference, wherever applicable, due to such adjustment, shall be paid off to grantees as per market price of the shares prevailing at the time of exercise of Options relevant to fraction Option, by applying the formula (Market price of share at the time of exercise of relevant Option less exercise price multiplied by fraction Option). The ESOPs grantees have been intimated about this adjustment, along with adjusted statement of ESOPs.

The total ESOP grants till date aggregate to 1,89,442 out of total 5,10,000 (pre-split 2,04,000) ESOPs permitted to be granted as per AACL ESOP, 2018. Of the 1,89,442 ESOPs granted till date, 1,09,648 equity shares of Rs.2 per share consisting of 50,430 shares (corresponding to 20,172 pre-split equity shares of Rs. 5 per share) plus 59,218 post-split equity shares, have been allotted till date pursuant to exercise of ESOPs.

The disclosures regarding stock options required to be made under the provisions of the SEBI (SBEBSE) Regulations, 2021 are available on the website of the Company at https://alkylamines.com/wp-content/uploads/2023/05 /2022-23 -ESOP-Disclosure.pdf

A certificate from the Secretarial Auditors of the Company that the Scheme has been implemented in accordance with SEBI (SBEBSE) Regulations, 2021 and the resolution passed by the members, shall be placed in the ensuing AGM for inspection by the members. A copy of the same will also be available for inspection at the Company’s Registered Office.

b) DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013:

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Companies, Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thereunder form part of the Board’s Report. The said disclosures, information and details in respect of employees of the Company required pursuant to said Section and the Rule will be provided upon request. Further, a statement showing the names and particulars of employees drawing remuneration in excess of limits as set out under Rule 5(2) of the said Rules also forms part of this Report. However, in terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the statement of particulars of employees and is available for inspection by the Members at the Registered Office of the Company during office hours (i.e. 11:00 am to 4:00 pm) on all working days other than on Saturday and Sunday till the date of AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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

The Company has formulated a comprehensive policy on prevention, prohibition and redressal against sexual harassment of women at workplace, which is in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH’). The said policy has been made available on the website of the Company at https:// alkylamines.com/wp-content/uploads/2023/06/Prevention-of-Sexual-Harassment-policy-2023.pdf In line with the requirements of POSH, the Company has set up Complaints Committees at its workplaces to look into complaints of sexual harassment received from any women employee. No complaints have been received during the financial year 2022-23.

31. CAUTIONARY STATEMENT:

Statements in the Board’s Report and the Management Discussion & Analysis describing the Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as pandemic, litigation and industrial relations.

32. ACKNOWLEDGEMENTS:

The Directors would like to take this opportunity to show their appreciation to all employees for their hard work, dedication and support which has helped us face all challenges and enable business continuity. The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Banks, Central/State Government Departments, its Customers and Suppliers.

For and on behalf of the Board

Place: Mumbai	YOGESH M. KOTHARI
	Chairman & Managing Director
Date: May 11, 2023	(DIN: 00010015)