Diamines & Chemicals Ltd Directors Report.

To the Members,

Your Directors are pleased to present the 45th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2021.

1. Financial Results

The Companys financial performances for the year under review along with previous years figures are given hereunder:

Standalone Financial Results

(Rs. in Lakhs)

Particulars Year Ended
March 31, 2021 March 31, 2020
Net Sales and Other Income 6,536.95 7,138.46
Profit before Finance costs and Depreciation Expenses 2,770.48 3,731.61
Finance cost 7.54 7.82
Depreciation and amortisation expenses 178.55 206.45
Profit from ordinary activities before tax Tax expense 2,584.39 3,517.34
Current tax 695.55 1,126.35
Tax Related to Earlier Years (117.11) (1 3.18)
Deferred tax (97.42) 5.59
Net Profit from ordinary activities after tax 2,103.37 2,398.58
Other comprehensive income /(expense) (net of tax) 294.08 (51.30)
Total comprehensive income for the period 2,397.45 2,347.28
Balance of profit brought forward Dividend 5,037.98 3,368.13
Dividend (Final) (365.67) -
Dividend [Interim and Final) - (586.99)
Tax on Dividend (25.66) (123.35)
Transfer to General Reserve - -
Balance carried to Balance Sheet 6,748.28 5,037.98
Basic & diluted earning per equity share on Net profit from ordinary activities after tax (face value Rs. 10/- each) (In Rupees) 21.50 24.52

2. Dividend

Dividends paid during the year ended 31st an amount of Rs. 4.00 per equity share towards final dividend for the year ended 31st March, 2020 on 9783240 equity shares of Rs. 10/- each.

The Board of Directors recommended a final dividend of Rs. 5/- share on 9783240 ordinary shares of Rs. 10/- 2021. The Dividend for the year ended 31 March 2021 is subject to the approval of members at the Annual General Meeting on 20thJuly, 2021 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. 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 2020-21 was registered at R compared to income of 7,138.46 lakhs for the year 2019-20.

Net profit aftertax was Rs. 2,103.37 lakhs as compared to Rs. 2,398.58 lakhs in previous financial year.

Sales volumes for the year 2020-21 were at 2296.19 2287.19 MT for the year 2019

20. Consolidated:

Consolidated total income for the financial year 2020-21 stood at Rs. 6,536.95 lakhs. While net profit /(loss) after tax reported at Rs. 2099.49 lakhs.

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

In terms of Section 124 and Section 125 of the Companies Act, 2013, the Company had not declared any Dividend during FY 2013-14. There is no unclaimed Dividend amount due to transfer to Investor Education and Protection Fund. 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

The Company has incorporated its Wholly Owned Subsidiary (WOS) named DACL Fine Chem Limited on 30.07.2020 and the Financials of the Company are consolidated with the parent Company. Other than this, 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 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 rebottled necking of various operations

• Improvement in the yields and planned increase in throughout

• 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 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 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 3.25 MW Capacity and are always ensured in full operational


10. Cash Flow 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 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 companys 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 Rs. 42.06 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:

http://www.dad.co.in/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

The particulars of Loans, guarantees or investments made under Section 186 are furnished in ANNEXURE-D this report. DetaiIs 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 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 companys 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. 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 Companys 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 arms 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 as also the Board for approval. The policy on materiality of related party transactions and dealing with related party transactions is uploaded on the Companys website http://www.dad.co.m/investors/RPT Policy.pdf.

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.

16. 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.

17. Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013 read with Rule 12 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/2020-2021%20-%20 Annual%20Return%20(MGT-71 637599948071536638.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 19th June, 2020, 10th 2020, 6th November, 2020 and

5th February, 2021. 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, :

Name of the Director No. of Board Meetings attended (Total 4 held)
1. Mr. Amit M. Mehta 4/4
2. Mr. G. S. Venkatachalam 3/4
3. Mr. Rajendra Chhabra 4/4
4. Dr. Ambrish Dalai 4/4
5. Mr. Dhruv Mehta 4/4
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;

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 Company, its Performance & Financial Position:

During the year under review, Company has a Wholly Owned Subsidiary (WOS) Company named DACL Fine Chem Limited, incorporated on 30th July, 2020 and not has any associate or joint venture Company of M/s. Diamines and Chemicals Limited. The Company has 50,000 equity shares constituting 100% of the paid-up equity share capital of DACL Fine Chem Limited.

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. For the financial year ended 31st March, 2021, the DACL Fine

Chem Limited 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 companys website: www.dad.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 (DIN:00073907), Executive Chairman of the company retire at this Annual General Meeting and being eligible offer himself for re-appointment. Your Directors recommend his re-appointment.

Further, the term of Mr. G. S. Venkatachalam as Executive Director of the Company has been expired on 6th February, 2021 and be has been reappointed as Executive Director of the Company for next 3 years w.e.f. 7th February, 2021.

Mr. Rajendra Chhabra was an Independent Director of the Company up to 5th November, 2020 and w.e.f. 6th November, 2020, he has been appointed as Professional Director in the category of Non-Executive Director for the period of 3 years.

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. Declassification/ Classification of Promoters;-

During the previous year, Shareholders Agreement was executed between the two Promoter Groups of the Company viz., Mr. Amit Mehta Group and M/s Alkyl Amines Chemicals Limited jointly with Mr. Yogesh Kothari and M/s SYK Trading and Consulting LLP who have sold their shares as per the Agreement to Mr. Amit Mehta & Group. As per Shareholders Agreement, Mr. Yogesh Kothari, Chairman and Mr. Kirat Patel, Non -Executive Director have resigned from the Board w.e.f. 19th November, 2019. Further M/s Alkyl Amines Chemicals Limited, Mr. Yogesh Kothari and M/s SYK Trading and Consulting LLP requested to company by submitting application of reclassification / declassification of shares form Promoter category to Public Category in compliance with regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company has duly passed the resolution for such declassification / reclassification of promoters by passing resolution in Extra Ordinary General Meeting on March 13, 2020. The application made to the BSE Limited seeking permission for such declassification / reclassification and approval received from the BSE Limited on 12th August, 2020.

24. 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 One Director is

exempted from the Proficiency test as per Exemption criteria and one Independent Director has been cleared Proficiency test within statutory time period as on March 31st, 2021.

25. 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 Companys website www.dacl.co.in

26. 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.

27. 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 Directors 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. In any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

28. 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.

The Board has also appointed Mr. Amit Mehta, Director (DIN NO. 00073907) of the Company as an Executive Chairman w.e.f. 1st April, 2020.

29. Auditors;

a. Statutory Auditors

In accordance with the provisions of Companies Act, 2013, at the 42nd Annual General Meeting held on 6th August, 2018 the shareholders had appointed M/s K.C Mehta & Co., Chartered Accountants (ICAI

Firm Registration No. 106237W), as Statutory Auditors of the Company, for a period of 5 years i.e. up to the conclusion of 47th Annual General Meeting to be held for the adoption of accounts for the financial year ending March 31, 2023. 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,v Chartered Accountant , as Internal Auditors of the Company, to undertake the Internal Audit of the Company from FY 2021-22 in place of Anirudh & Associates, Chartered Accountants, upon end of their current term of Appointment for FY 2020-21.

d. 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 2021-22. 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 2021-22.

30. 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.

31. 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.

32. 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 Whistle blower Policy on its website https://www.dacl.co.in/pdf/investors/Whistle_blower_policy-DACL.pdf



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


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

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

c. No Bonus Shares were issued during the year under review.


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

34. Insurance:

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

35. 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 Companys website at link https://www.dacl.co.in/pdf/investor5/Code%20of%20Conduct%20Diamines%20And%20Chemicals%20Limited%20-%20lnvestor%20Information.pdf All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

36. 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 period under review, the insider trading policy was revised, reviewed and adopted by Audit Committee and Board as well.

37. 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

38. 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) issued by the Institute of Company Secretaries of India and approved by the Central Government from time to time.

39. 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".

40. 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 2020-21. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

41. 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.

Amit Mehta
Date: May 18, 2021 Executive Chairman
Place: Mumbai DIN:00073907