NOCIL Ltd Directors Report.

Dear Members,

Your Board of Directors are pleased to present their Board Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2021.

FINANCIAL SUMMARY

Particulars Financial year ended March 31, 2021 Financial year ended March 31, 2020
Total Revenue 938.94 855.99
Profit before Interest, 141.21 186.14
Depreciation & Tax
Less: Interest 0.96 1.32
Less: Depreciation 36.07 32.42
Profit before tax 104.18 152.41
Less: Tax Expenses 17.69 21.43
Net Profit after tax 86.49 130.98
Earnings per share of face value of 10 each - Basic 5.21 7.91
Earnings per share of face value of 10 each - Diluted 5.20 7.91

PERFORMANCE OF THE COMPANY

The year started with the unprecedented nationwide lockdown on account of the surge of COVID-19 pandemic in India which resulted in sub-optimal operations during the first quarter of the year under review with operating rates falling below 50% than the preceding quarter.

The Board of Directors wish to inform you despite the setbacks experienced during the first quarter of the year under review, the Company recorded a turnover of 939 Crores for the year as against 856 Crores, a growth of over 9%. This was on the back of growth in sales volume by about 14% for the year under review. It is heartening to see that considering the challenges experienced, the Company could achieve this volume growth as against the de-growth in the global rubber consumption by 6.50% for the calendar year 2020. The recent quarter ended March 21 performance gives us the confidence that the Company can touch many more heights in the coming years, save and except any interruptions which may come about on account of the resurgence of COVID-19 second wave for the coming 2021-22.

The Company continues to practice its ethical business strategy and all regular customers were served in a timely manner with the best quality and services at affordable prices.

Domestic Market

The Company recorded a Net turnover of 615 Crores for the year under review registering a growth of about 10%.

On the volumes front, the domestic business registered a growth of about 14%. To maintain and garner additional market share, the Company consciously undertook an aggressive pricing approach.

The Auto sector which experienced a recessionary situation from October, 2018 experienced further setbacks during the initial months of COVID-19 Pandemic. The US China trade tensions compounded the problem for the Company as the Chinese competitors started dumping rubber chemicals into

India (India being the third largest market) on account of their exports becoming difficult in US markets. Post June, 2020, on account of tire imports restriction into India, the domestic customers started to operate at a higher utilisation rate resulting in improving operating rates for the Company, month over month, beginning July, 2020.

The recent surge in the major input prices resulted in contraction of margins, though in our view these disproportionate price increases are not sustainable in the long term given that the building blocks of these inputs did not experience such massive increases. Though China accounts for about 75% of worlds rubber chemical production, it only consumes about 35% of the rubber chemicals, resulting in exportable surplus, which makes it possible to dump it into nearby markets, including

India. To counter the same, the Company made necessary applications before the Director General of Trade Remedies

(DGTR) for imposition of anti-dumping duty in respect of four of the main products. We are happy to inform that the matter has been initiated by DGTR.

Exports

Despite the above challenges, for the year under review,

Exports showed a volume growth of 12%. In view of our expanded presence in the international market, the Company is hopeful of participating more fruitfully in certain key accounts and the exports business activity is likely to experience further growth from the current level of 310 Crores.

The Company strategically continues to promote some high quality and high value speciality products in the export market which contribute significantly to our export turnover and margins. In case of other products, where competition is acute from China/Korea/EU/USA and pricing unattractive, the Company continues to maintain only a strategic presence in certain select key accounts, focusing on long term business strategy as well as to ensure better capacity utilisation.

Operations

As stated above, the production of all products was aligned with the operating conditions prevalent due to the lockdown imposed by the Central Government for large part of the first quarter. Thereafter after devising proper COVID-19 protocols within the manufacturing sites along with the various corporate/regional offices of the Company, all operating guidelines issued by the various regulatory bodies of the respective States have been complied with. In line with the approvals from the customers for the new products along with increased offtakes from customers, your operational parameters registered a higher utilisation of the production capacities marking a growth of over 13% for the year.

On the input front, Crude Oil price was low at USD 30 per Barrel at the beginning of the year which touched USD 65 per Barrel at the end of year. However, due to the skewed supply demand pattern, multiple cases of force majeure, logistic bottlenecks, and scramble for securing supply resulted in raw material prices skyrocketing with availability rawconstraints. This resulted in significant materials for the Company. Fortunately, due to the tapering of temporary supply excess situation of rubber chemicals, all the players in the rubber chemical industry started increasing their selling prices to cover up the significant cost increases. By end of year, availability of raw material substantially improved which may result into realistic costs in the near future.

Project

It may be recalled that the Board of Directors of the Company had approved a capital expenditure of 470 Crores in financial year 2017-18. In terms of the said plan, the second leg capex towards finished goods was completed during the previous year. As stated in the previous Annual Report, the capital expenditure on intermediates and infrastructure got commissioned during the second half of the financial year. Given that the finished products manufactured out of the Dahej expansion projects have started receiving customer approvals, capacity utilisation will be scaled up in line with the commercial orders. There are a few ongoing capital expenditures amounting to 14 Crores with regard to environmental aspects, which we expect to commission during the first half of the financial year 2021-22 As stated in our earlier reports, in view of the Companys comfortable liquidity position, the entire capex is financed through internal accruals.

Finance Rating

During the year under review, the Company has judiciously utilised its resources and consequently, the Company generated cash profits and did not utilise any fund based working capital facilities for the whole year. The Company has remained debt free. The Credit Ratings Agencies CARE and CRISIL Limited have reaffirmed ratings as CARE AA (Double A) (Stable) and CRISIL AA for long term Bank Facilities (Term loan as well as Fund Based facilities) and CARE A1+ (A One plus) and CRISIL A1+ (stable) rating for short term Non-Fund Bank facilities, respectively.

Dividend Policy

The Company forms part of the List of top 500 listed entities and top 1000 listed entities based on Market Capitalisation as on March 31, 2020. In view thereof, pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended, at its meeting held on May 4, 2018, the Board of Directors have approved the Dividend Distribution Policy effective from the Financial Year 2018-19. The said Policy is attached as Annexure "G " and is also available on the

Companys website, the weblink of which is http://www.nocil.com/images/fckeditor/file/Dividend-Distribution-Policy-2018.pdf.

Dividend Pay-out

The Board of Directors at their meeting held on May 27, 2021 recommended a dividend of 2 per equity share of the face value of 10/- each to be paid to those shareholders whose names appear in the Register of Members of the

Company or in the records of Depositories as beneficial owners of Equity Shares, as on July 27, 2021.

This is subject to approval of the approval of the Members at the forthcoming 59th Annual General Meeting convened on

August 3, 2021. The cash outflow on dividend(if account of approved) will involve a sum of 33.20 Crores which will be utilised from the Free Reserves prevailing as on the date of

59th Annual General Meeting.

Transfer of Unpaid Dividend and corresponding Equity

Shares to the Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies

Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

The total amount lying in the Unclaimed Dividend Account of the Company as on March 31, 2021 in respect of the last seven years from 2013-14 to 2019-20 is 3.72 Crores. During the year, all Unclaimed / Unpaid Dividends up to 2012-13 amounting to 0.22 Crores have been transferred to the Investor Education and Protection Fund and the Unclaimed / Un-encashed Dividend for the 2013-14 paid on June 30, 2014 is due for transfer to IEPF on August 6, 2021. As per the IEPF Rules, as amended, the due date for transfer of equity shares in respect of Dividend pertaining to the 2012-13 was September 4, 2020. The Company had intimated individually to concerned shareholders and published necessary notice in the newspapers intimating the shareholders about the impending transfer and the modus operandi for the same. In compliance with the Amended Rules, during the year, the Company has transferred 1,47,774 equity shares to the designated demat account opened by IEPF Authority with National Securities Depository Limited (NSDL) through

Punjab National Bank, belonging to those shareholders holding shares both in dematerialised form as well as physical form, who had not encashed their Dividend for a period of 7 years or more beginning from the Financial Year 2012-13. The shares held in demat / physical mode were transferred in October, 2020.

The Company has also uploaded the details of the shareholders whose shares were liable to be transferred to

IEPF on its website viz., www.nocil.com.

The nodal officer for the purpose of IEPF is Mr. Amit K. Vyas, Assistant Vice-President (Legal) & Company Secretary of the Company. The details of the same are mentioned on the website of the Company. The web link is: http://www.nocil.com/detail/investors/transfer-of-unclaimed-shares-to-iepf/75

Fixed Deposits

Since, the Company no longer accepts deposits from public, there are no outstanding / unclaimed deposits as of March

31, 2021.

Insurance

The Company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and as required under the various legislative enactments.

There were no major incidents or accidents to warrant

Insurance claims during the year under review. In terms of the applicable COVID-19 regulations, the Company undertook the insurance cover to address the potential hospitalisation issues in respect of its employees as well as regular contract work force.

Health, Safety and Environment (HSE)

Health, Safety and Environment continues to be a strong cultural backbone of the Company. This was challenged during the COVID-19 pandemic. The Plants had to be shut down within a short notice period, the closed sites had to be monitored and the Plants had to be restarted with highest safety precautions and ensuring adherence to COVID-19 protocols. Strict safety culture was seamlessly blended with COVID-19 protocols to ensure safety of all employees during the pandemic. All the directions published by various government agencies were strictly followed and were included as COVID-19 SOP.

Monitoring health parameters of each person entering the premises, strict social distancing while travelling to workplace and at workplace, hygiene, discipline, contact tracing and isolation and monitoring the health of affected persons resulted into overcoming the pandemic challenge.

Occupational health centers of the Company, at both the locations and the administration did a commendable job to ensure safe operations with highest priority to health of everyone on the sites and at the office premises. Life and Livelihood were given top and equal priority by the Company during the pandemic. All employees including regular contract employees were paid their full salaries even for closure and subsequent period where employees were unable to attend offices due to the restrictions imposed by the Government(s).

During the pandemic, necessary medical help and guidance was provided by the Occupational Health Centre to the family members of employees who were affected.

During the year, the highest priority was process safety since the Plants were shut down in emergency mode. Comprehensive manuals were suitably modified while restarting the Plants so as to include the pandemic situation.

Necessary training was imparted to operations team to ensure safe startup of Plants. All Plants were safely restarted and the onstream rates were achieved quickly.

As a part of HSE culture, high emphasis is placed on laid down policies, systems and procedures, collective learning, and continuous improvement by encouraging all employees including contract employees to report "near miss accidents". "Safe Attitude Encouragement" is a humane interactive approach, which is initiated by the Senior Management on a weekly basis to strengthen the safety culture of the organisation.

Research Centre of the Company has a core team which focuses on developing and implementing the technologies which ensures continuous improvement in the environment standards of all manufacturing locations. Highest emphasis is placed on the environment standards by the Company management and substantial capital expenditure is allocated to implement new technologies developed by the

Research Centre.

Conservation of natural resources is a major initiative as a part of HSE. Capital expenditure is encouraged and reviewed periodically by the Board of the Company to ensure continuous reduction in consumption of natural resources. Highest priority to HSE, enabled the Company to successfully mitigate the challenges and threats posed during this pandemic year.

Total Quality Management (TQM)

In the Company, Total Quality Management (TQM) has played a very vital role. It has ensured focused quality assurance across all our processes. It has ensured integration of customer requirements into processes and systems across all the departments and locations in the organisation. TQM has increased the customer satisfaction by boosting quality of product and services. TQM played key role in workforce motivation and increasing their participation to improve the way the Company operates. To overcome increasing multifaceted challenges, the Company acted creatively and strategically to gain and sustain competitive advantage. Customers and Stakeholders confidence is achieved through third party certifications such as ISO 9001:2015 (QMS), IS0 14001:2015 (EMS), ISO 45001: 2018 (OHSMS), HALAL certification and IATF 16949: 2016 (Automotive QMS) covering the Companys Plants situated at Navi Mumbai and Dahej (Gujarat) and the Plant of PIL Chemicals Limited at Vapi (Gujarat). The Company is also certified as a member of Responsible Care and enjoys the privilege of using Responsible Care Logo. The Company is also practising "5S methodology" to improve productivity, safety and to reduce waste as a way of operating standard. Quality Assurance laboratory of the Company, Navi Mumbai location is having accreditation as per ISO 17025:2017 standard.

TQM is accelerating growth of the Company.

Research & Development

In line with the Companys vision to be a "World Class Innovative Organisation in the field of Rubber Chemicals", the Companys Research & Development team is continuously pursuing improvement in current Rubber Chemicals manufacturing processes as well as development of new innovative process technologies to create long term sustainable business advantage. The major focus of the Companys R&D team is to develop Cost-effective,

Environmentally Benign & Safer Manufacturing processes by adopting principles of "GREEN CHEMISTRY" and "GREEN ENGINEERING" to meet competitive challenges & sustainability. Continuous efforts are on to strengthen the resources, attract talented Scientists & Technologists to ensure the focus on development & to foster innovations.

Companys R&D focus is on the following key areas:

Continuous improvement in current manufacturing processes to improve Production Capacity, Quality of products & to reduce natural resources through reduction of

Carbon & Water footprint.

Development of Greener Process Technologies & Adoption of Innovative Effluent Treatment Technologies including reduction, recovery & recycling of raw materials, intermediates & reagents.

Development of Niche intermediates & products in line with our business by exploring innovative & novel technologies.

Continuous technical support for new as well as improvement Projects which are in the stages of expansion/ Plant de-bottlenecking.

R&D efforts in the above areas resulted in increase in production capacity of current products through process

& Plant de-bottlenecking, cost reduction through lower raw material usage, recovery of value-added products & reagents from process streams, significant reduction in environmental load & in the development of niche products. The research program of the Company is approved by DSIR (Department of Scientific& Industrial Research New Delhi)

& well recognised by leading Tire manufactures across the globe. Your R&D team is building a strong network with the Academic and Research Institutions for collaborative research on new generation Products & Technologies and also making efforts to participate in Government of India (GOIs) "ATMANIRBHAR BHARAT" mission. Successful implementation of in-house technologies and continued encouragement from top management & regular investment in R&D, provided enhanced motivation for R&D Chemists, Scientists & Technologists to perform better in pursuing the development of innovative technologies and ensure long term business sustainability in rubber chemicals

& explore new business segments.

Risk Assessment and Management

The Company has a well-defined Risk Management System in place, as a part of its good Corporate Governance practices. The Company has assigned the ownership of key risks to various Risk Owners and has made the concerned departments and officials responsible for mitigation plans and review of these risks from time to time. The risks are identified at various departmental levels and suitable mitigation measures are thereafter adopted. These are further subjected to a quarterly review by the Risk Co-ordination Committee as well as by the Board.

The Business plans are devised and approved by the

Board keeping in mind risk factors which can significantly impact the performance of the business. All major capital expenditure commitments are subjected to a thorough scrutiny by the Board and investments are permitted only on being satisfied about their return or utility to the Company.

Expansion projects are subject to detailed risk assessment and sensitivity tests and approved only after found to pass eligibility criteria. In terms of the applicable regulations, the Board has constituted the Risk Management Committee (RMC) w.e.f. April 1, 2019 as required under Regulation 21(4) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. RMC specifically covers inter alia the risk factors related to Cyber Security. The composition of the Risk Management Committee, terms of reference and number of committee meetings held during the year are given in the Corporate Governance Report.

The Company has also approved a Risk Management Policy to address any risk factors that may arise on account of the regulatory changes/amendments as applicable to the

Company are being followed and monitored closely.

Internal Control Systems and their Adequacy

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The Management exercises financial control on the Companys operations through a well-defined budget monitoring process and specifying standard operating procedures. The Company has appointed an external professional agency M/s. Aneja Associates, Chartered Accountants, to conduct the internal audit, and the findings and recommendations of the Internal Auditors are placed before the Audit Committee of your Board regularly. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal controls in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditors, the Management undertakes corrective action in the respective areas and thereby further strengthens the controls. Significant and corrective actions thereon are presented to the Audit

Committee of the Board. The Audit committee ensures that necessary corrective actions suggested are put in place. In addition, during the year under report, the Audit Committee and the Board have specifically reviewed the Internal

Financial Controls with reference to the Financial Statements and process prevalent in the Company. On a case-to-case basis, the Board also engages the services of professional experts in the said field, to ensure that adequate financial controls and systems are in place. At the end of a period, the CEO/CFO give a declaration in the prescribed format to certify that the financial statements prepared are accurate and complete in all aspects and that there are no significant issues that can impair the financial performance of the Company. Overall, the Internal as well Statutory Auditors were satisfied with the Internal Control Systems including Compliances and SAP IT related security.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism Policy to deal with instances of fraud or mismanagement, if any. It is heartening to note that no untoward or fraud case was reported.

The details of the Policy are explained in the Corporate Governance Report and are also posted on the website of the Company. The link of the same is mentioned as below: http://www.nocil.com/images/fckeditor/file/NOCIL_ Vigil_Mechanism.pdf

Policy on Prevention of Sexual Harassment of Women at Workplace

As per the requirement under the provisions made under section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an appropriate Committee has been formed to attend to the complaints of the sexual harassment at workplace, if any, made by female employees. This Committee of 4 members consists of two women employees, Vice President-Human Resources, and a practicing Advocate in the field of labour laws and regulations. The Company has in place a Policy on the Prevention of Sexual Harassment. During the year under review, no complaints were received.

DIRECTORS

Number of Board Meetings

The Board of Directors met six (6) times during the financial year under review, as per details stated in the report on

Corporate Governance.

Details of Committee Meetings

Audit Committee Meeting

The Members of the Audit Committee met five (5) times during the financial year under review, as per the details stated in the Corporate Governance report.

Nomination & Remuneration Committee Meeting

The Members of the Nomination & Remuneration Committee met twice during the financial year under review, as per the details stated in the Corporate Governance report.

Stakeholders Relationship and Investors Grievance

Committee

The Members of the Stakeholders Relationship and Investors Grievance Committee met twice during the financial year under review, as per the details stated in the Corporate Governance report.

Risk Management Committee

The Members of the Risk Management Committee met twice during the financial year under review, as per the details stated in the Corporate Governance report.

Corporate Social Responsibility Committee

The Members of the Corporate Social Responsibility

Committee met three (3) times during the financial year under review, as per the details stated in the Corporate

Governance report.

Composition of Audit Committee:

The total strength of the Audit Committee is 5 out of which, 4 members fall under the Independent Category. The norms require 2/3rd of the members to be Independent Directors.

The composition of the Audit Committee is given below:

Name of Members Category
Mr. D.N. Mungale Chairman Independent Director
Mr. Rohit Arora Independent Director
Mr. Vilas R. Gupte Non-Executive Director
Mr. P. V. Bhide Independent Director
Mr. Debnarayan Bhattacharya Independent Director

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

Board Evaluation

Pursuant to the applicable provisions of the Companies

Act, 2013, as amended from time to time and Regulations 17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its Audit, Nomination & Remuneration, and other Committees. The various criteria considered for evaluation of Whole Time / Executive Directors included Qualification, Experience, Knowledge, Commitment, Integrity, Leadership,

Engagement, Transparency, Analysis, Decision making,

Governance etc. The Board commended the valuable contributions and the guidance provided by each Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors in their separate meeting being held every year.

Declaration by Independent Directors

As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations and Disclosure Requirements), (Amendment) Regulations, 2018, the

Independent Directors have placed the necessary declaration of their independence in terms of the conditions laid down under Section 149(6) of the Companies Act, 2013, as amended, at the Board Meeting held on Monday, April

20, 2021. Further, pursuant to the Companies (Appointment and Qualification of Directors), Rules, 2014 as amended, the said declaration also includes a confirmation to the effect that the Independent Directors have included their names in the Database maintained by the Indian Institute of Corporate Affairs, and that they have paid the necessary fees for the said registration.

Familiarisation Programme for the Independent

Directors

The Company provides suitable familiarisation programme to Independent Directors to help them familiarise with the nature of the Industry in which the Company operates and the business model of the Company in addition to regular presentations on expansion plans and their updates, technical operations, marketing and exports and financial statements. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, Listing Regulations, about their Roles, Rights, and Responsibilities as Directors of the Company.

There is a regular interaction of Directors with the Key Management Personnel of the Company. The details of the familiarisation programme have been disclosed and updated from time to time on the Companys website and its web link is: http://www.nocil.com/images/fckeditor/file/Familiarization-Programme-for-IDS.pdf.

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 year ended March 31, 2021, the Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013, as applicable and the guidelines issued by the Securities and Exchange

Board of India (SEBI) have been followed along with proper explanations relating to material departures, if any.

(b) That such accounting policies as mentioned in Note

1 forming part of the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent to give a true and fair view of state of affairs of the Company as of March 31, 2021.

(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 proper systems are devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

(g) That all the applicable Secretarial Standards have been complied with by the Company during the year under review.

The above assessment of the Board was further strengthened by periodic review of internal controls by both internal as well as external auditors.

Remuneration policy

During the Financial Year 2014-15, based on the recommendations of the Nomination & Remuneration committee, the Board of Directors had approved a Policy for selection and appointment of Directors, Senior Management, and their remuneration. There has been change in the said Policy for the financial year. Necessary amendments to the Policy have been carried out in line with the Regulatory Requirements.

The weblink of the Policy is: http://www.nocil.com/images/fckeditor/file/Remuneration-Policy.pdf.

Scheme of Amalgamation

As Members are aware that during the Financial Year

2019-20, the Board of Directors of the Company approved the draft Scheme of Amalgamation of Suremi Trading

Private Limited (‘Suremi) and Sushripada Investments Private Limited, (‘Sushripada) being promoter group companies with the Company under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013. After receiving No Objection Certificates (NOCs) from BSE Limited and National Stock Exchange of India Limited respectively, an application was made to National Company

Law Tribunal (NCLT), Mumbai Bench to pass an order to convene the meeting of the Members of the Company. Accordingly, NCLT passed an order dated July 7, 2020, directing the convening of meeting of Members of NOCIL Limited on September 15, 2020, while exempting convening of such meetings for the Preference Shareholders and

Equity Shareholders of Suremi and Sushripada.

At the Extra Ordinary General Meeting of the Members held on September 15, 2020 the said Scheme was approved, following which a petition was made to NCLT for approval of the said Scheme. The Honble National Company Law Tribunal (NCLT) vide its order dated March 3, 2021 sanctioned the scheme of Amalgamation and the certified true copy of the Order, as received on March 16, 2021 was filed with the Registrar of Companies (ROC) on March 19, 2021, being the effective date. The Board of Directors of the Company fixed March 26, 2021 as the record date for the allotment of the shares to the Shareholders of Suremi and Sushripada.

In accordance with the said order of the NCLT an

Amalgamation Committee constituted by the Board of the

Company approved the allotment of 3,11,17,689 Equity shares to the Shareholders of Suremi and Sushripada on March 30, 2021. Further the existing shares held by Suremi and Sushripada in the Share Capital of the Transferee Company have been cancelled pursuant to the said scheme.

We made applications to BSE Limited and National Stock Exchange of India Limited for Listing of 3,11,17,689 shares, pursuant to the said Scheme and the said Stock Exchanges have given their approvals on April 20, 2021 and on April 30, 2021, respectively. The approvals for listing and dematerialisation of the equity shares have been received and the shares are now held in the Dematerialised form.

Related Party Transactions

All related party transactions that were entered into during the financial year were at an arms length basis and were in the ordinary course of business. There are no materially Companysignificant with Promoters, Directors, and Key Managerial Personnel,

Wholly Owned Subsidiary Company or other designated persons which may have a potential conflict with the interest of the Company at large, except as stated in the Financial

Statements / Directors Report.

As per the Related Party Transactions Policy, approved by the Board of Directors of the Company, during the year under review, the Company has entered into related party transactions based upon the omnibus approval granted by the Audit Committee. The Audit Committee reviewed such transactions on quarterly basis for which omnibus approval was given.

Particulars of contracts or arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 along with the disclosures as mentioned in Schedule V of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the prescribed form AOC-2 for the Financial Year 2020-21 are given in Annexure " F ".

The policy on Related Party Transactions as amended and approved by the Board is uploaded on the Companys website and its weblink is: http://www.nocil.com/images/fckeditor/file/Policy-on-Related-Party-Transaction.pdf Loans, Guarantees or Investments

Particulars of loans, guarantees or investments under

Section 186 of the Companies Act, 2013, are given in the

Notes forming part of Financial Statements for the year ended March 31, 2021.

Extract of Annual Return

Extract of Annual Return for the Financial Year ended March

31, 2021 as required by Section 92 (3) of the Companies Act 2013. The weblink of the same is http://www.nocil.com/ images/fckeditor/file/Draft-Annual-Return-2020-21.pdf

Subsidiary Company, Associates and Joint Ventures

PIL Chemicals Limited, (PIL), a Wholly Owned Subsidiary (WOS) has recorded a Turnover of 15.18 Crores and Profit before Tax of 2.95 Crores, for the year under review. The Board of Directors of PIL declared a Dividend of . 1.20/-per share. (Previous year Dividend was 0.60/- per share).

The Company does not have any material subsidiary, however, the Company has formulated a policy for determining material subsidiary(ies) and such policy has been disclosed on the Companys website and its weblink is http://www.nocil.com/images/fckeditor/file/Policy-on-Material-Subsidiaries.pdf.

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans /

Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Accounts. A statement containing the salient features of the financial statements of the Companys wholly owned subsidiary under the provisions of section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 has been annexed in prescribed Form AOC -1.

The Audited Accounts of the WOS Company are placed on the Companys website and the Members interested in obtaining copy of Annual Report of the WOS Company are requested to get in touch with the Office of the Company Secretary.

Further, the Company does not have any joint venture or Associate Companies during the year or at any time after the closure of the year and till the date of the report.

Consolidated Financial Statements

Consolidated Financial Statements are prepared by the Company in accordance with the applicable Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs and the same together with Auditors

Report thereon form part of the Annual Report. The financial statements have been prepared as per Division II of Schedule III issued by the Ministry of Corporate Affairs vide its Notification dated April 6, 2016 as amended from time to time.

Personnel

The relations, during the year, between the Employees and the Management of the Company continued to be cordial.

Your Directors wish to thank all the employees for their continued support and co-operation during the year under review.

Stock Options

In terms of your approval, read with the SEBI (Employees

Stock Option Scheme and Employees Stock Purchase

Scheme) Guidelines, 1999, as amended, the details required to be provided under the said guidelines set out in Annexure "C" to this Report.

Particulars of Employees

The information required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel)

Amendment Rules, 2016 in respect of employees of the

Company is provided in Annexure "E".

Appointment/Reappointment of Directors and Key

Managerial Personnel Directors

Pursuant to Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Priyavrata H. Mafatlal Non - Executive Director retires by rotation at the forthcoming Annual General Meeting. Being eligible, he offers himself for re-appointment.

Re-Designation Mr. Vilas R. Gupte as an Independent

Director:

Mr. Vilas R. Gupte is a Non - Executive Non-Independent Director of the Company. Mr. Vilas R. Gupte got appointed as a Non-executive Director effective from 29th July 2005 after superannuating as the CEO. Mr. Vilas R. Gupte meets the criteria of independence as stated under Section 149 (6) of the Companies Act, 2013, as amended and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended.

Having regard to his qualifications, knowledge, and vast experience, his re-designation on Board of the Company as an Independent Director will be in the interest of the

Company and hence, your Board on the recommendation of the Nomination and Remuneration committee, has proposed his re-designation for a period of 5 years effective from May 27, 2021 up to May 26, 2026. In this regard the

Company has proposed to pass a Special Resolution at the ensuing 59th Annual General Meeting.

Reappointment of Mr. Hrishikesh A. Mafatlal as the

Chairman

Mr. Hrishikesh A. Mafatlal was appointed as the Executive Chairman of the Company for a period of 5 years w. e. f. August 19, 2016 to August 18, 2021 by a Special

Resolution passed by the Shareholders through the Postal

Ballot process on December 20, 2016. The tenure of Mr. Hrishikesh A. Mafatlal as the Executive Chairman thus expires on August 18, 2021. Having regard to his qualifications, knowledge and vast experience, his reappointment as the Executive Chairman will be in the interest of the Company and hence, the

Company has proposed his re-appointment for a period of five (5) years w.e.f August 19, 2021 to August 18, 2026. During the aforesaid tenure, he attains the age of 70 years on November 24, 2024. In this regard the Company has proposed to seek consent of the Members by means of a Special Resolution at the ensuing 59th Annual General Meeting.

There has been no change in Key Managerial Personnel of the Company during the year.

Auditors

Pursuant to the requirements of Section 139(1) of the Companies Act, 2013, at the Annual General Meeting held on July 27, 2017, the Members had accorded their approval for the appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Mumbai as the Statutory

Auditors of the Company to examine and audit the accounts of the Company for the Financial Years 2017-18 to 2021-22. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. As required under Regulation 33(1) (d) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The amended provision of Section 139(1) of the Companies Act, 2013, has dispensed with the ratification of appointment of Statutory Auditors each year by the Members.

Explanations or comments on the qualification, reservation, adverse remark, or disclaimer made by the Statutory Auditors or by the Company Secretary in practice in their report

During the year under review, there is no qualification, reservation or adverse remark or disclaimer made by the

Statutory Auditor is appointed under section 139 of the Companies Act, 2013. Hence, the need for explanation or comments by the Board does not arise. The report of the Statutory Auditors forms a part of the financial statements.

During the year under review, there were no material or serious instances of fraud falling within the purview of

Section 143 (12) of the Companies Act, 2013 and rules made there under, by officers or employees reported by the

Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment

Rules, 2014, the cost audit records maintained received fromby the Company are required to be audited. M/s. Kishore Bhatia & Associates, the Cost Auditors have given a Certificate to the effect that the appointment, if made, will be within the prescribed limits specified under section 141 of the Companies Act, 2013. from theThe Audit Committee has obtained a certificate Cost Auditor certifying their independence and arms length relationship with the Company. The Cost Audit Report in respect of Financial Year 2019-20 was filed on December 7, 2021 and the Report for the Financial Year 2020-21 will be filed within the time limit as prescribed under the Companies (Cost Records and Audit), Rules, 2014.

Your Directors, on the recommendation of the Audit Committee, appointed M/s Kishore Bhatia & Associates to audit the cost accounts of the Company for the financial year 2021-22 on a remuneration of 8.00 lakhs.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is placed before the Members for their ratification.

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 Board of Directors had appointed M/s. Makarand M. Joshi & Co., Company Secretaries, a firm of Company Secretaries in Practice to carry out the Secretarial Audit of the Company for the Financial Year 2020-21. The Report of the Secretarial

Audit is annexed herewith as Annexure "B".

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

Further, PIL Chemicals Limited, is the only wholly owned subsidiary of the Company and not a material unlisted subsidiary. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015, as amended, do not apply to PIL Chemicals Limited.

Report on Corporate Governance

As per Regulation 34 read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, a separate section on Report on Corporate Governance practices followed by thethe Company, together with a certificate Companys Secretarial Auditor confirming compliance is attached.

Report on Management Discussion and Analysis

As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, a report on "Management Discussion and Analysis" is attached and forms a part of this Report.

Business Responsibility Report

The Company forms part of top 1000 listed entities based on market capitalisation calculated as on March 31, 2020. In view of this, as required under Regulation 34(2)(f) SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, report on Business Responsibility is attached and forms a part of this report.

Corporate Social Responsibility

In line with the provisions of the Companies Act, 2013 as amended from time to time and the rules framed there under with respect to the Corporate Social Responsibility (CSR), the Company has formulated a Policy on CSR and has also constituted a CSR Committee to recommend and monitor expenditure on CSR. Based on the recent amendments, the Company has amended the CSR policy. In terms of the requisite requirements, due processes and controls have been set up by the Company to ensure that all CSR contributions sanctioned by the CSR committee are expended by the relevant organisations for the purpose for which it was sanctioned.

The details of CSR Expenditure are given in the prescribed format and forms part of this Report.

The same is annexed as Annexure "A".

The Company continues to actively support deserving social causes for improvement and upliftment of various sections of the society as has been its practice for the past several years.

Other Particulars

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules 2014 is set out in Annexure "D" and forms a part of this Report.

Green Initiative

Your Directors would like to draw your attention to Section

20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as may be amended from time, which permits paperless compliances and also service of notice/documents (including annual report) through electronic mode to its members. To support this green initiative of the Central Government in full measure, we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holdings with their concerned Depository

Participants and / or with the Company.

Further, the Company shall also send the Annual Report for the Financial Year 2020-21 to all the shareholders through electronic means only as per the relaxations provided by

MCA Circular dated May 5, 2020 and January 13, 2021 and SEBI Circular dated May 12, 2020 and January 15, 2021 due to the COVID-19 pandemic which shall also enhance the Green Initiative measures taken by the Company.

General:

Your Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions on these items during the year under the review: a) No significant or material orders were passed by the

Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. b) Issue of Equity Shares with differential voting rights, dividend or otherwise as per Section 43(a)(ii) of the Companies Act, 2013. c) Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act, 2013. d) No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013. e) There was no revision to the financial statements for the year under review.

Acknowledgements

Your Directors would like to acknowledge the continued support and co-operation from its Bankers, Government

Bodies, and Business Associates which has helped the

Company to sustain its growth during the year.

For and on behalf of the Board of Directors

Place : Mumbai Hrishikesh A. Mafatlal
Date : May 27, 2021 Chairman