oriental carbon chemicals ltd share price Directors report

To The Members

Your Directors are pleased to present the 42nd Annual Report along with the Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2022.

SUMMARY OF FINANCIAL RESULTS

(Rs in Lakh)

Particulars	For the Year ended 31.03.2022	For the Year ended 31.03.2021
Net Sales/Income from Operations	38,778.76	34,218.11
Other Income	611.56	249.42
Total Revenue	39,390.32	34,467.53
Profit/(Loss) Before Taxation	5,484.37	9,664.90
Provision for Taxation *	(1489.63)	(2,164.72)
Profit/(Loss) after Taxation	3,994.74	7,500.18
Other Comprehensive Income/(loss)(Net of Tax)	157.70	(44.62)
Amount Available for Appropriation	53,567.10	50,216.40
Appropriation:
Interim Dividend on Equity Shares	699.31	399.60
Final Dividend for Previous Year	999.01	599.41
Balance Carried to Balance Sheet	51,868.78	49,217.39

OPERATIONS

Insoluble Sulphur

The second wave of the Covid-19 pandemic in the first quarter of the year severely affected economic activities. Supply side imbalances, especially in crude and therefore Sulphur and oils, resulted in unprecedented surge in raw material prices. This had the effect of increasing input and transportation costs. International logistic costs increased to all-time highs due to severe disruption in supply chains. Economic recovery was further impacted by the third wave of the Covid-19 pandemic and the Russian Invasion of Ukraine in the later half of the year. This has rendered companies and economies more vulnerable to commodity price disruptions.

The revenue of the Company registered a 14% growth over previous year mainly due to increased sales realisations on account of surge in input costs. However, inspite of increase prices there was a reduction in margins specially in fourth quarter and net profit came down by nearly 47%.

The Phase-1 of Insoluble Sulphur expansion project at Dharuhera, Haryana was commissioned in December, 2021 after delays due to Covid.

Sulphuric Acid & Oleum

Sales during the first quarter FY 21-22 were impacted due to lockdown, however demand picked from second quarter onwards and total quantity of sales were higher than previous year by about 16%. Though realization per metric ton was higher than the previous year margins were lower due to increase raw material cost.

FUTURE PROSPECTS

Insoluble Sulphur

The demand is expected to pick up in the FY22-23 on account of recovery in Auto and Tyre market in India. The demand in the European Union and US has been stable and should continue to be so provided there is no significant new covid wave. Raw material prices are expected to stabilize during this year subject to there being no further geopolitical shocks in the economy. The impact of Russia Ukraine war continues, mainly in fuel cost which, however, now seems to have stabilize at current level. The other factor which might have adverse impact is the threat of recession occurring in major economies such as USA and Europe. The high input prices, if there is no correction, may also have dampening effect on demand of tyres in price sensitive market.

We expect our sales to ramp up as per current demand outlook specially in the second half as supplies to new customers starts.

Sulphuric Acid & Oleum

Contributions are expected to be under pressure going forward with increased production capacities in the region.

Along with the Capacity Expansion of Insoluble Sulphur, the Company also expanded Sulphuric Acid capacity mainly with the view of providing steam for the new Insoluble Sulphur lines.

CREDIT RATING

During the year under review, the Company had received its credit ratings from ICRA Limited. The Rating Committee of ICRA Limited, after due consideration, assigned a short-term rating of [ICRA]A1+ (pronounced ICRA A one plus) and a long-term rating of [ICRA]AA- (pronounced ICRA Double A minus). (Outlook on the long term is Stable). Since all public deposits accepted by the Company has matured it is no longer necessary to obtain Credit Rating for the same.

SUBSIDIARIES

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, statement containing salient features of standalone financial statements of subsidiaries in Form AOC-1 is attached to the Financial Statements in a separate section and forms part of this Report. The separate audited accounts of the Subsidiary Companies are available on the website of the Company www.occlindia.com. Brief details of the performance of the subsidiaries of the Company are given below:

Our subsidiary, Duncan Engineering Limited, registered a gross turnover of Rs 5,637.74 lakhs during the current Financial Year against Rs 4,199.78 Lakhs during FY 2020-21. The Subsidiary reported a profit of Rs 624.47 lakhs (Previous Year Profit Rs 798.77 lakhs).

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements would be placed on the website of the Company. Further, as per provisions of the said Section, audited Annual Accounts of subsidiary companies would also be placed on the website of the Company at www.occlindia.com. Shareholders interested in obtaining a copy of the Annual Accounts of the subsidiary companies may write to the Company Secretary at the Company?s corporate office or may drop a mail at investorfeedback@occlindia.com.

The Company does not have any material unlisted subsidiary in the immediately preceding accounting year. However, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI has made it mandatory for all listed companies to formulate a policy for determining ‘material? subsidiaries. Accordingly, a policy on ‘material? subsidiaries was formulated by the Audit Committee of the Board of Directors and same is also posted on the website of the Company and may be accessed at www.occlindia.com.

Subsequent to the year under review, the Company has incorporated a wholly owned subsidiary namely OCCL Limited on April 25, 2022 to carry on the business and manufacturing sale and purchases of all types of chemical products. The subsidiary has not commenced business operations as on date of this report.

SCHEME OF ARRANGEMENT

The Board of Directors at their meeting held on May 24, 2022 has approved a scheme of arrangement between Oriental Carbon & Chemicals Limited and OCCL Limited (‘a Wholly Owned Subsidiary of the Company?), subject to requisite statutory and regulatory approvals.

As per the scheme of arrangement, the Company?s Chemicals Business will be demerged to OCCL Limited and the Company will continue with its investment business, subsidiary and other assets.

Pursuant thereto, the Company has submitted requisite application alongwith draft scheme of arrangement to the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited for approval under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, for the Scheme of Arrangement. The Scheme, upon becoming effective, will result in creation of two separate robust entities focusing exclusively on Chemical business and investment, trading business such as commodity trading.

MATERIAL CHANGES

The Company at its board meeting held on March 23, 2022 had passed a resolution for shifting of its Registered Office from the State of West Bengal to the State of Gujarat and consequent alteration in the Memorandum of Association, subject to approval of shareholders. Subsequently, the aforesaid matter was approved by the shareholders by passing a special resolution vide postal ballot on April 27, 2022. The Company had filed the requisites forms, inter alia, e-Form INC-23 for the approval of the Regional Director, Eastern Region, Kolkata, West Bengal. Pursuant to the approval of the Hon?ble Regional Director, the Registered office of the Company was shifted from "31, Netaji Subhas Road, Kolkata-700001, West Bengal" to "Plot No. 30-33, Survey No. 77, Nishant Park, Nana Kapaya, Mundra, Kachchh-370415, Gujarat".

There have been no other material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31, 2022 and to the date of this report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

RESERVES

Your Directors do not propose to transfer any amount to the General reserves and entire amount of profit for the year forms part of the ‘Retained Earnings?.

DIVIDEND

Your Directors are pleased to recommend Final Dividend of 70% on 99,90,092 Equity Shares (Rs 7/- per share of Rs 10/- each) as per the dividend policy of the Company which is subject to the approval of Shareholders in the ensuing Annual General Meeting. With this, the total dividend for the year including interim dividend of 70% comes to 140%.

The Company has adopted a Dividend Distribution Policy in accordance with the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). The same is available on the website of the Company https://occlindia.com.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company prepared in accordance with the Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Indian Accounting Standard 110 on Consolidated Financial Statements is provided in the Annual Report.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Article of Association of the Company, Ms. Kiran Sahdev (DIN: 06718968) is due to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. The Board recommends their reappointment.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a)&(b) of the Companies Act, 2013 and a certificate dated July 29, 2022 received from Company Secretary in Practice certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Companies by SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

During the year, Mr. B B Tandon (DIN: 00740511) stepped down from the Board of the Company as a Non Executive Independent Director on account of health and personal reason with effect from the close of business hours on January 31, 2022. The Board placed on record its appreciation of the significant contribution made and valuable services rendered by Mr. B B Tandon during his tenure.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed both under the Act and Regulation 16 of the Listing Regulations.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the databank of Independent Directors maintained by Indian Institute of Corporate Affairs.

Further, all the independent Directors are exempted from the online proficiency self-assessment test as per the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 except Mrs. Runa Mukherjee, who has passed the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Details of the separate meeting of Independent Directors held in terms of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations are given in the Corporate Governance Report.

SHARE CAPITAL

The Shareholders of the Company vide Resolution passed at the Annual General Meeting held on August 03, 2021 had approved the cancellation of 33,752 equity shares of face value of Rs 10/- each previously forfeited by the Company due to non-payment of call money on the said shares. Consequent to the cancellation of the equity shares, the issued capital of the Company was reduced by an amount of Rs 1,51,660/- being the amount paid up on the forfeited shares so cancelled.

The issued, subscribed and paid-up share capital of your Company as on March 31, 2022 stood at Rs 9,99,00,920/- (Rupees Nine crore Ninety Nine Lakh Nine Hundred Twenty only) divided into 99,90,092 (Ninety Nine Lakh Ninety Thousand Ninety Two) equity shares of the face value of Rs 10/- (Rupees Ten Only) each. During the year under review, there was no change in the Authorised share Capital of the Company.

KEY MANAGERIAL PERSONNEL (KMP)

The details of Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013 are as follows: a) Mr. Arvind Goenka, Managing Director b) Mr. Akshat Goenka, Jt. Managing Director c) Mr. Anurag Jain, Chief Financial Officer d) Mr. Pranab Kumar Maity, Company Secretary

During the financial year 2021-22, there was no change in the Key Managerial Personnel of the Company.

Mr. Akshat Goenka, Joint Managing Director of the Company who is also serving as Managing Director of the Duncan Engineering

Limited, the Subsidiary of the Company received a remuneration of Rs 12,000/- and Rs 44.63 Lakhs as commission from the Subsidiary Company for the year ended March 31, 2022.

MEETINGS OF THE BOARD

During the year five Board Meetings were convened and held on June 18, 2021, August 04, 2021, October 28, 2021, February 01, 2022 and March 23, 2022. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of Board Meetings with regard to dates and attendance of each Directors have been provided in the Corporate Governance Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on March 23, 2022 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company?s Management and the Board. The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the Company etc through presentations in this regard. They are also periodically kept aware of the latest developments in the Corporate Governance, their duties as directors and relevant laws.

AUDIT COMMITTEE

As on 31st March, 2022, the Audit Committee of the Board of Directors of the Company consists of two Non-Executive Independent Directors and one promoter Director with Mr. O. P. Dubey as Chairman, Mr. S. J. Khaitan and Mr. Akshat Goenka, Joint Managing Director as Member. The Company Secretary is the Secretary of the Committee. The Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The Committee met 4 (four) times during the year i.e. on June 18, 2021, August 4, 2021, October 28, 2021 and February 1, 2022.

The Committee, inter alia, reviews the Internal Control System and Reports of Internal Auditors and Compliance of various Regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee also reviews the

Financial Statements before they are placed before the Board.

Your Company has a well-structured Internal Audit System commensurate with its size and operations. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2022, the Nomination and Remuneration Committee consists of three Non-Executive Directors out of which two are Independent Directors, with Mr. O. P. Dubey as Chairman, Mr. K. Raghuraman and Ms. Kiran Sahdev, as members. The Committee, inter alia, identifies persons who are qualified to become directors and who may be appointed in key management positions and senior management. The Committee also finalizes their remunerations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met once during the year under review on June 18, 2021.

STAKE HOLDER?S RELATIONSHIP COMMITTEE

As on 31st March, 2022, the Stakeholders? Relationship Committee comprises of one Independent Director Mr. S J Khaitan as Chairman, Executive Directors Mr. Arvind Goenka and Mr. Akshat Goenka as members. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met 6 (six) times during the year on June 18, 2021, August 04, 2021, September 27, 2021, October 28, 2021, November 13, 2021 and February 2, 2022.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31st March, 2022, the Corporate Social Responsibility Committee consists of two Independent Directors, Mr. S. J. Khaitan as Chairman and Mr. K. Raghuraman, Member and one Executive Director Mr. Arvind Goenka as member. The Committee met once during the year on June 18, 2021. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

The Company recognises that an effective practice of CSR is required giving due consideration to the welfare of the community, environment and social structure that it operates in and that of the country including focus welfare areas identified by the State and Central Governments. The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility objectives of the Company.

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company?s website at www.occlindia.com. The CSR Policy includes activities prescribed as CSR activity as per the Rules of Companies Act, 2013.The main

Focus areas taken in the policy are Education, Health care and family welfare, Environment and Safety, contribution to any relief fund setup by the Government of India and any State Government.

The Average Net Profits of the Company for the last three financial years is Rs 9266.21 lakh and accordingly the prescribed CSR expenditure during the year under review should not be less than Rs 185.32 lakh (i.e. 2% of the Average Net Profits of the Company for the last three financial years). Rs 185.34 lakhs were spent on CSR activities and projects undertaken during the year. The Annual Report on CSR activities is annexed as "Annexure A" to this Report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a ‘Whistle Blower Policy? to establish Vigil Mechanism for directors and employees to report genuine concerns has been framed. The policy is revised from time to time to realign it with applicable regulations or organisations suitability. The latest policy is available on the website of the Company and the web link of the same is provided in the Corporate Governance Report. This policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel is denied ac cess to the Audit Committee.

RISK MANAGEMENT

As a policy, the Company has identified key risk concern/areas. The assessment of each risk area is done on quarterly basis. Following are the main concern/risk related to the Company: Market Related Risk: mainly demand, realisation and redundancy of the product.

Production related Risk: mainly availability of inputs, accident or break down in the plant and rejection of material by the customers.

Human Resources Risk includes the risk of labour unrest, high employee turnover ratio and lower productivity due to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement. Govt. Policies and duty rates Geographical Risk: risk arising out of Political Instability, restrictive trade practices against India, trade sanctions on different countries.

Data and records: data loss, fire and Virus attack etc.

A Risk Management committee has been formed for the purpose of evaluation of Risks and their mitigation plan.

The Board and the Audit Committee also takes note of Risk management of the Company in every quarter.

The Risk Assessment is also discussed in the Management Discussion and Analysis attached to this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system including internal financial Controls designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Self-certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit is conducted throughout the organization by qualified outside Internal Auditors. Findings of the internal Audit Report are reviewed by the top Management and by the Audit Committee of the Board and proper follow up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls including internal financial control of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business. The Audit Committee of the Board, from time to time, evaluated the adequacy and effectiveness of internal financial control of the Company with respect to:-

1. Systems have been laid to ensure that all transactions are executed in accordance with management?s general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management?s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company?s policies.

POLICY ON NOMINATION AND REMUNERATION

The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The approved Remuneration Policy of the Company is also available on the website of the Company which is www.occlindia.com.

POLICY ON DIRECTORS? APPOINTMENT

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skill and experience that are required of the members of the Board. The members of the Board should possess the expertise, skills and experience needed to manage and guide the Company in the right direction and to create value for all stakeholders. The members of the Board will need to consist of eminent persons of proven competency and integrity with an established track record. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the members are required to have a significant degree of commitment to the Company and should devote adequate time in preparing for the Board meeting and attending the same. The members of the Board of Directors are required to possess the education, expertise, skills and experience in various sectors and industries needed to manage and guide the Company. The members are also required to look at strategic planning and policy formulations.

The members of the Board should not be related to any executive or independent director of the Company or any of its subsidiaries. They are not expected to hold any executive or independent positions in any entity that is in direct competition with the Company. Board members are expected to attend and participate in the meetings of the Board and its Committees, as relevant. They are also expected to ensure that their other commitments do not interfere with the responsibilities they have by virtue of being a member of the Board of the Company. While reappointing Directors on the Board and Committees of the Board, the contribution and attendance record of the Director concerned shall be considered in respect of such reappointment. The Independent Directors shall hold office as a member of the Board for a maximum term as per the provisions of the Companies Act, 2013 and the rules made thereunder, in this regard from time to time, and in accordance with the provisions of the Listing Regulations. The appointment of Directors shall be formalised through a letter of appointment.

The Executive Directors, with the prior approval of the Board, may serve on the Board of any other entity if there is no conflict of interest with the business of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms? 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 Company at large. All related party transactions are placed before the Audit Committee and given in the notes annexed to and forming part of this Financial Statement. The approved policy on Related Party Transactions as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also available on the website of the Company www.occlindia.com.

DIRECTORS? RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that:

a) In preparation of the annual accounts for the financial year ended 31st March, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; b) The Directors have selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2022 and of the profits of the Company for that period; c) The Directors have taken proper and sufficient care for 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) The Directors have prepared the annual accounts on a going concern basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company or its subsidiaries during the year. The Company had one subsidiary, namely Duncan Engineering Ltd (formerly known as Schrader Duncan Limited) during the year under review. A wholly owned subsidiary namely OCCL Limited was incorporated on April 25, 2022.

INSURANCE

Our Company?s properties, including building, plant, machineries and stocks, among others, are adequately insured against risks.

PUBLIC DEPOSITS

Fixed Deposits from public outstanding with your Company at the end of the financial year stood at Rs 2,60,000/-. which were due for repayment on or before 31st March, 2022 but not claimed by the depositors by the said date. The Company has stopped accepting new deposits.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 506579 and on National Stock Exchange of India Limited (NSE) with scrip symbol OCCL. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 22-23 have been duly paid.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

AUDITORS AND THEIR REPORT a. Statutory Auditors:

Messrs S S Kothari Mehta & Co., Chartered Accountants, were appointed as Auditors of the Company for tenure of five years i.e. from the conclusion of 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting of the Company. The existing tenure of Messrs S S Kothari Mehta

& Co., Chartered Accountants, Statutory Auditors of the Company will expire at the ensuing Annual General Meeting of the Company and they are eligible for re-appointment in terms of provisions of Section 139(2) of the Companies Act, 2013 (Act). Subject to approval of the members of the Company, the Audit Committee and the Board of Directors during their respective meetings held on July 29, 2022 have considered and recommended the re-appointment of of Messrs S S Kothari Mehta & Co,(FRN- 000756N) as the Statutory Auditors of the Company to hold office from the conclusion of this 42nd Annual General Meeting till the conclusion of the 47th Annual General Meeting of the Company. A resolution seeking approval of the shareholders for the re-appointment of Statutory Auditors is included in the Notice convening the ensuing Annual General Meeting. Messrs S S Kothari Mehta & Co., have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder for their re-appointment as Statutory Auditors. Further, as required under Regulation 33 of the Listing Regulations, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditor?s Reports on the Standalone and the Consolidated Financial Statements for the financial year ended March 31, 2022 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors. b. Secretarial Auditors:

The Board of Directors of the Company at their meeting held on 1st February, 2022, appointed Mr. Pawan Kumar Sarawagi, Practicing Company Secretary of M/s. P Sarawagi & Associates having office at Narayani Building, Room No.107, First Floor, Brabourne Road, Kolkata - 700001 for conducting the Secretarial Audit of the Company for the financial year 21-22.

The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2022, is annexed herewith as "Annexure B". c. 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 by the Company relating to insoluble Sulphur plants located at Dharuhera, Haryana is required to be audited. Your Board had on recommendation of the Audit Committee, appointed Messrs J K Kabra & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 21-22 on a remuneration of Rs 1.4 Lakh. The Cost Audit Report for the year ended 31st March, 2021 has been submitted to the Ministry of Corporate Affairs within stipulated time period.

As required under the Companies Act, 2013, the remuneration payable to Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a Resolution seeking member?s ratification for remuneration payable to Messrs J K Kabra & Co., Cost Auditors is included at item no. 5 of the Notice convening the Annual General Meeting.

Response to Auditors? Remarks

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report on the Financial Statements for the year ended March 31, 2021.

Regarding Comments of the Secretarial Auditor in the Secretarial Audit Report with regard to time gap of more than 120 days between two consecutive meetings of the Board of Directors and Audit Committee held on February 2, 2021 and June 18, 2021, which was due to resurgence of Covid-19 pandemic during the first quarter of the review period. In view of the resurgence of the Covid-19 pandemic, the Ministry of Corporate Affairs (‘MCA?) vide its Circular No. 08/2021 dated May 03, 2021 had extended the time gap between two consecutive Board meetings from 120 days to 180 days during the quarters ended June 30, 2021 and September 30, 2021. The Securities and Exchange Board of India(‘SEBI?) vide its Circular No. SEBI/HO/CFD/CMD1/P/CIR/2021/556 dated April 29, 2021 had also extended the deadline from May 30, 2021 till June 30, 2021 for submission of the annual audited financial results of listed Companies for the year ended March 31, 2021. The annual audited financial results of the Company for the year ended March 31, 2021 was approved by the Board and submitted on June 18, 2021, which was within the extended timeline.

ANNUAL RETURN OF THE COMPANY

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with sub-section (3) of section 92 of the Act, the Annual Return as on 31st March, 2022 will be made available on the website of the Company at the link : https://www.occlindia.com/ investor-relation/.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance for the financial year 21-22, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with an Auditors? Certificate on compliance with the conditions of Corporate Governance is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 21-22, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached and forms part of the Annual Report.

We are pleased to inform that the Company has been accredited with "Responsible Care" Logo for period of three years from Indian Chemical Council during the year. This is a very prestigious award and it vindicates the Company?s commitment towards environment, sustainability and social values. Further our "Ecovadis Gold" rating has been renewed for this year also, placing your company in top 6% of companies assessed by Ecovadis globally, in recognition of our continued commitment towards sustainability.

CEO AND CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. The Managing Director

& CEO and the Chief Financial Officer also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company?s website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the financial year ended on 31st March, 2022. The declaration is annexed to the Corporate Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The company has complied with all the mandatorily 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report as "Annexure C".

RESEARCH & DEVELOPMENT

Research & Development is fundamental to the Company?s efforts to maintain the technical and quality edge for the product. A full in-house Research & Development team works on continuous basis to improve the quality of product and its properties. New Grades are also being developed to meet customers varied requirements. Research in the areas of improving and streamlining process parameters and rationalizing fuel consumption is also being carried out. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters.

The Company?s Research and Development Facility is approved by Department of Scientific and Industrial Research, Ministry of Science and Technology Government of India.

The R&D lab is regularly augmented by acquiring state of the art analytical and process equipment to help in faster and detailed analysis. Further, pilot plants, as required, are being set up to validate the research findings. The details of some specific R&D activities carried out and benefits derived out of them have been annexed to this report.

POLLUTION CONTROL AND SAFETY

Your Company?s Plants have all the requisite Pollution Control Equipment and meets all the desired and statutory norms in this regard. The Company places the highest emphases on safety of its personnel and plants. All the statutory requirements in terms of safety are followed and exceeded. The Insoluble Sulphur Units of the Company enjoys IATF 16949, ISO 9001, ISO 14001 and ISO 45001 Certification. The Company has started using Natural Gas in place of Furnace Oil and other liquid fuels at its Dharuhera Plant and Propane at its Mundra Plant, thus contributing to reduction of pollution. Rooftop solar plants of capacity 858 KWp and 500 KWp have been installed at Dharuhera and Mundra Plants, respectively for captive consumption. A zero-discharge water ETP has been commissioned to fully recycle wastewater at Dharuhera Plant. Projects to reduce fuel consumption and thus reducing gas emission are taken on a continuous basis.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as "Annexure D", which is annexed hereto and forms a part of the Boards? Report.

FRAUD REPORTING

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in Director?s Report.

INSIDER TRADING REGULATIONS

Based on the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of insider trading is in force in your Company. The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in compliance with Chapter IV of the said Regulations and the same is also available on the Company?s website www. occlindia.com.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company sends reminder letters to all members whose dividends are unclaimed so as to ensure that they receive their rightful dues. Your Company has also uploaded on its website, www.occlindia.com, information regarding unpaid/unclaimed dividend amounts lying with your Company.

During FY 21-22, the unclaimed dividend amount of Rs 11,84.365/- and Rs 7,39,617/- towards the unpaid dividend account of the Company for the financial year 2013-14 (Final Dividend) and 2014-15 (Interim Dividend) was transferred to Investor Education and Protection Fund. The said amount had remained unclaimed for seven years, despite reminder letters having been sent to each of the members concerned.

Pursuant to Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and its amendments, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the demat account of Investor Education and Protection Fund ("IEPF") Authority (the "Authority") as per the procedure mentioned in the said Rules. Accordingly, your Company transfers the required equity shares to the demat account of the Authority and in terms of the said Rules.

Members may note that unclaimed dividend and shares transferred to the demat account of the Authority can be claimed back by them from IEPF Authority by following the procedure mentioned in the said Rules.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 covering all employees of the Company. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013.

No case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSEDBYTHEREGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY?S OPERATIONS IN FUTURE

During the period under review, there were no significant and material orders passed by any regulator / court / tribunal impacting the going concern status and the Company?s operations in future.

GREEN INITIATIVES

‘Green Initiative? undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to shareholders at their e-mail address previously registered with the DPs and RTAs.

To support the ‘Green Initiative?, Members who have not registered their email addresses are requested to register the same with the Company?s Registrar and Share Transfer Agent/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circulars and SEBI Circulars, in view of the prevailing situation of the Pandemic, owing to the difficulties involved in dispatching of the physical copies of the Notice of the 42nd AGM and the Annual Report of the Company for the financial year ended 31st March, 2022 including therein the Audited Financial Statements for the year 2021-2022, the aforementioned documents are being sent only by email to the Members.

ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-operation and dedication of all employees of the Company.

	On behalf of the Board of Directors
	Arvind Goenka	Akshat Goenka
Place: Noida	Managing Director	Jt. Managing Director
Date: 29th July, 2022	DIN-00135653	DIN-07131982