Alkyl Amines Chemicals Ltd Directors Report

Dear Shareholders,

Your Directors take pleasure in presenting the 44th Annual Report on the business and operations of your Company together with Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS:

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

Particulars	2023-24	2022-23
	Rs. in lakhs	Rs. in lakhs
Revenue from operations	1,44,061	1,68,305
Other Income	1,505	1,319
Total Income	1,45,566	1,69,624
Profit before interest, depreciation & taxation	26,579	35,705
Interest & financial expenses	440	332
Depreciation	5,892	4,517
Profit before exceptional item	20,247	30,856
Exceptional Items	-	-
Profit before tax	20,247	30,856
Provision for tax	5,360	7,990
Net Profit after tax	14,887	22,866
Other Comprehensive Income	(146)	(187)
Total Comprehensive Income	14,741	22,679
Opening balance in retained earnings	1,09,933	92,347
Profit available for appropriations	1,24,674	1,15,026
Other adjustments due to IND AS	1	(17)
Impact of adjustment in derivatives financial instruments
Dividends paid	5,111	5,109
Closing balance in retained earnings	1,19,562	1,09,934

2. PERFORMANCE HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS:

During the financial year under review, total Income decreased from Rs. 1,69,624 lakhs to Rs. 1,45,566 lakhs, a decrease of 14%. Profit before tax for the financial year was Rs. 20,247 lakhs compared to Rs. 30,856 lakhs of the previous financial year (a decrease of 34%) and Profit after tax was Rs. 14,887 lakhs as against Rs. 22,866 lakhs of the previous financial year (a decrease of 35 %). Your Directors do not propose to transfer any amount to the Reserves for the financial year ended March 31, 2024. Further details of operations are given in the Management Discussion and Analysis Report annexed herewith as “Annexure 1”. There has been no change in the nature of business of the Company.

3. DIVIDEND:

The Board is pleased to recommend for your approval a dividend of Rs. 10/- (500%) per equity share on the face value of Rs. 2/- each for the financial year ended March 31, 2024 [Previous Year: Dividend of Rs. 10/- (500%) per equity share of Rs. 2/- each]. You are requested to approve the same. The dividend, if declared, shall be payable subject to deduction of tax at source, as applicable. The dividend has been declared in line with the Dividend Distribution Policy which is framed in terms of the regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (SEBI Listing Regulations). The Dividend Distribution Policy is available on the website of the Company at https://alkylamines.com/wp-content/uploads/2022/03/Dividend-Distribution-Policy-1.pdf

4. SHARE CAPITAL:

During the financial year, the Companys paid up share capital increased from Rs. 10,22,01,256/- consisting of 5,11,00,628 equity shares of Rs. 2/- each to Rs. 10,22,42,790/- consisting of 5,11,21,395 equity shares of Rs. 2/- each.

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

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

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

7. NEW PROJECTS:

During the financial year 2023-24, a newly set up plant at our existing Kurkumbh site, Maharashtra for enhancing manufacturing capacity of Ethyl Amines was successfully commissioned and it commenced commercial production from October 18, 2023. A new solar plant of 4.6 MW at Village: Talegadh, Taluka- Deesa, District-Banaskantha, Gujarat, was commissioned in January, 2024. Our new Projects include: - Enhancing the production capacity of Methyl Amines at Kurkumbh, utilising old Ethyl Amines facilities.

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

8. SUBSIDIARY/ASSOCIATE COMPANIES:

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

9. RESPONSIBLE CARE?:

Responsible Care is a voluntary initiative of International Council of Chemical Associations, implemented in India by Indian Chemical Council to safely handle the products from inception in the research laboratory, through manufacture and distribution, to ultimate reuse, recycle and disposal, and to involve the public in the decision-making processes. We have got our Company recertified for Responsible Care?in October 2023. The recertification is valid till October 2026. Several programs and studies related to safety, environment and health have been taken up and are being implemented.

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

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

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

11. SAFETY, HEALTH AND ENVIRONMENT:

A. SAFETY:

We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. Employees are trained in safe practices to be followed at the workplace. Compliance of safety training has improved over the years and there is active participation from employees. We take active part in Mutual Aid scheme in the respective industrial areas. We have intensively trained our identified emergency response team (ERT) members for handling any industrial and natural eventuality, onsite and offsite emergencies. We are one of the leading members of Local and District Crisis Group and have earned reputation amongst societies / nearby society around and statutory authorities for prompt support during Disaster Management events.

The Company conducts scheduled mock drills for emergency scenarios with the active involvement of its staff and occasionally, in the presence of external stakeholders. The identified gaps, are closed as a part of continuous improvement process. To strengthen the Emergency Response, the Company conducts truncated drills and table top exercises to assess the performance of emergency responders. Daily tool box talks and safety talks with employees and contractors are conducted by the Company staff.

The actions which we have taken to mitigate fire risk based on quantitative risk assessment (QRA) study are implemented across all the locations and same are maintained. As part of strengthening, revamping and to make the fire hydrant system at Kurkumbh compliant with new requirements of IS 13039, a project was undertaken in FY 2022-23. In FY 2023-24 phase-2 of the project completed by making the underground fire hydrant network above the ground. Patalganga site is also complying with high hazard category as per IS 13039, whereas the Dahej site is complying with the IS requirements since inception.

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

In continuation to our efforts for strengthening work safety culture through interactive process we have implemented Behavior Based Safety as per ICC guidelines. We have also taken unique initiative called Multi Step Planning process (MSPP). This process is for quick assessment of the risk asking four basic questions before starting the activity.

B. HEALTH & HYGIENE:

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

As a part of Industrial Hygiene survey we carry out personnel monitoring for control and mitigation of occupational health hazards. We have assessed and measured base line study for Industrial Hygiene across the locations. We observe the engineering controls which we have adopted across the locations and which are best in industry and hence, exposure level is well below the international standard.

Your Company has also engaged a professional consulting doctor to upgrade our existing Occupational Health and Hygiene system. With his professional advice, guidance and actionable solutions we have upgraded our standard to the next level in occupational health and safety.

Occupational health centers are best in class and as per the statutory requirement. The Company is assessing Employees Health Index for the sites and ensuring improvement in it. For transportation related safety and health issues, drivers are provided training on understanding the hazards of transported chemicals and their impacts on health.

During the financial year, we have conducted different types of well-being programs viz. mental well-being, spiritual well-being, physical well-being and financial well-being.

C. ENVIRONMENT:

Environment protection and adherence to pollution control norms is of high priority for our Company. EcoVadis gave us Bronze rating (Sustainability) during the financial year under review. i) Air Emissions – We monitor regularly emissions from various sources. All the parameters specified in the consent to operate are well within the limits in the reporting period. We have provided Online Continuous Emission Monitoring System (OCEMS) to the two CFB (Coal Fired Boiler), one TFH (Thermic Fluid Heater) and three process stacks connected to Gujarat Pollution Control Board (GPCB) and Central Pollution Control Board (CPCB) portal of Dahej site. Similarly, we have installed one OCEMS on a CFB at Kurkumbh. During the financial year 2024-25, we have planned to install the OCEMS on second CFB and two TFH stacks at Kurkumbh and a CFB stack at Patalganga. All these stacks will also be connected to Maharashtra Pollution Control Board (MPCB) and CPCB portals. ii) Liquid Waste Treatment – We have integrated Effluent Treatment Plants with primary, secondary and tertiary treatments maintaining outlet parameters standards within the prescribed limits. We have installed online effluent real time monitoring system (OCEMS) across the locations to track real time monitoring data. We recycle 50% of our effluent at Kurkumbh by installing Reverse Osmosis (RO) / Multi Effect Evaporator (MEE). The new facility at Kurkumbh developed with Zero Liquid Discharge (ZLD) infrastructure. Last year, our Patalganga unit commissioned RO / MEE facility with capacity to achieve ZLD status and the Dahej facility developed with ZLD infrastructure only. We use entire water from the Sewage Treatment Plant for gardening. Number of GO GREEN activities were undertaken at the plant and staff colony. iii) Hazardous Waste (HW) Management – We know, any waste is loss to business and damage to environment and hence we focus our efforts for reduction of waste at source by improving process yield, replacing hazardous chemical and process with safer ones. We work on recycling the waste as either again as raw material back in the process or by re-processing to convert it as usable product or finding an application for use straight as product. Where options mentioned above are not viable, we send it to authorized re-processer cum recycler or else send it for secured landfill / incineration at the Common Hazardous Waste Transboundary Disposal Facility (CHWTSDF). As mentioned above, we have set objectives for waste management through reduction / recycle / reuse / recovery techniques. These objectives are continuously reviewed for their progress and effectiveness.

iv) Green belt – Tree plantation inside and outside the factory premises is given utmost importance and is done on a regular basis. At Kurkumbh, the unit has developed 94,731 m2 green belt and planted approx. 17,342+ various species of plants. At Dahej, the unit has developed 22,000 m2 area for green belt inside the plot and taken an adjacent land on lease from GIDC for development of greenbelt having 35,622 m2 area. This outside plot is contiguous to the existing plot. Around 6,768 various species of trees are planted at both the places. At Patalganga, the unit has developed 5,010 m2 area for green belt inside the plot and planted approx. 203+ various species of plants.

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

There was no reportable incident in the financial year 2023-24.

12. CORPORATE SOCIAL RESPONSIBILITY:

Your Company works with a deep sense of social commitment and contributes towards the welfare of the society that it is part of. The Corporate Social Responsibility (CSR) Committee comprises of Mr. Yogesh M. Kothari, Chairman and Managing Director, as Chairman of the Committee, Mr. Kirat M. Patel, Executive Director and Mrs. Leja S. Hattiangadi, Independent Director, as members of the Committee. The Company has formulated a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the CSR Committee and the Board. Your Companys concerns are focused on Environment Sustainability & Rural Development, Health/Women Empowerment, Education/Sports and others. The CSR budget for FY 2023-24 was Rs. 680.39 lakhs, out of which Company has spent Rs. 573.56 lakhs and an unspent amount of Rs. 106.83 lakhs relating to ongoing projects has been transferred to separate Bank Account and said amount shall be spent within a period of three financial years, as per the provisions of Companies Act, 2013. An unspent amount of Rs. 32.62 lakhs relating to ongoing projects for FY 2022-23, which was transferred to separate Bank Account was fully spent in FY 2023-24.

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

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Suneet Y. Kothari, Executive Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board of Directors has, on the recommendation of Nomination & Remuneration Committee and subject to approval of shareholders through Postal Ballot, at their meeting held on February 2, 2024, appointed Mr. Ravi B. Kapoor and Mr. Ashwin Ramanathan as Non-Executive Independent Directors of the Company for a term of five years with effect from February 2, 2024 to February 1, 2029. Subsequently, the shareholders have, by special resolutions, approved the appointment of Mr. Ravi B. Kapoor and Mr. Ashwin Ramanathan as Non-Executive Independent Directors through Postal Ballot on March 15, 2024.

The Board of Directors, on the recommendation of Nomination & Remuneration Committee and subject to approval of shareholders at the ensuing AGM, at their meeting held on May 9, 2024, appointed Mrs. Bhavna G. Doshi as Non-Executive Independent Director of the Company for a term of five years with effect from May 9, 2024 to May 8, 2029, the details of which are given in the notice convening the meeting. In terms of Regulation 17(1A) of the SEBI Listing Regulations, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five (75) years unless a special resolution is passed to that effect by the shareholders of the Company. Since she shall attain age of seventy-five (75) years during her term as Independent Director, a special resolution is proposed for approval by the members at the ensuing Annual General Meeting. She has given her consent for appointment, has certified her independence and she has confirmed that that she does not suffer from any disqualifications for appointment. She is not debarred from holding office of Director under any SEBI order or any such other authority. She has registered herself with the Indian Institute of Corporate Affairs, Manesar. The Company has received notice under Section 160 of the Companies Act 2013, from a Member proposing her candidature for appointment, as a Non-Executive Independent Director of the Company. The Board recommends her appointment.

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

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

• Mr. Yogesh M Kothari, Chairman & Managing Director

• Mr. Kirat M. Patel, Executive Director

• Mr. Suneet Y Kothari, Executive Director

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

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

• Mrs. Kanchan A. Shinde, Chief Financial Officer

Except the appointment of Mr. Ravi B. Kapoor and Mr. Ashwin Ramanathan as Non-Executive Independent Directors, there was no change in the composition of the Board of Directors and Key Managerial Personnel during the financial year under review.

13.1 Board Evaluation:

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

13.2 Nomination and Remuneration Policy

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

13.3 Meetings

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

13.4. Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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

14. RISK MANAGEMENT:

The Company has an elaborate Risk Management reporting system, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board has constituted a Risk Management Committee to identify elements of risk in different areas of operations and has formulated a Risk Management Policy for actions associated to mitigate the risks. There is a well-structured Business Continuity Plan with Risk Management process for identifying the risks which has helped in development of detailed risk mitigation plan. The Board oversees the Risk Management Report detailing all the risks that the Company faces such as Marketing, Supply Chain, Commercial, Operations and Safety, Human Resource, Compliance and Financial and there is an adequate risk management infrastructure in place, capable of addressing those risks. The Risk Management Policy is available on the website of the Company at https://alkylamines.com/wp-content/uploads/2022/05/Risk-Management-Policy.pdf

15. INTERNAL FINANCIAL CONTROLS:

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

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

17. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were at an 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 the Company at large.

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

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

18. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the Companys website at https://alkylamines.com/wp-content/uploads/2022/03/Code-of-Conduct.pdf. All Board

Members and Senior Management personnel have affirmed compliance with the code of conduct.

19. INSIDER TRADING POLICY:

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

20. FIXED DEPOSITS:

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

21. INSURANCE:

The Properties and Assets of the Company are adequately insured.

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

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

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

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

24. AUDITORS:

24.1 Statutory Auditors

M/s. N.M. Raiji & Co., Chartered Accountants, Mumbai (Firm Registration Number 108296W) were appointed as Statutory Auditors of the Company at the 42nd AGM held on August 1, 2022 for second term of five consecutive years, to hold office from the conclusion of 42nd AGM till the conclusion of the 47th AGM of the Company. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the appointment by the members at every AGM. Hence, the approval of the members is not being sought for the re-appointment of the Statutory Auditors and in line with resolution of their appointment passed at the 42nd AGM held on August 1, 2022. The Auditors Report for financial year 2023–24 does not contain any qualification, reservation, disclaimer or adverse remark. There was no instance of fraud during the financial year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder. The Auditors Report is enclosed with the financial statements in this Annual Report.

24.2 Cost Auditors

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

The Board of Directors has, on the recommendation of Audit Committee, re-appointed M/s. Manish Shukla & Associates, as Cost Auditor for the financial year 2024-25 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014, as amended from time to time.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, Resolution seeking Members ratification for the remuneration payable for their re-appointment as Cost Auditor for the financial year 2024-25 is sought under Item No. 4 of the Notice convening the AGM.

24.3 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations, as amended, the Board of Directors has, on the recommendation of Audit Committee, re-appointed Mr. Prashant Mehta, Practising Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Auditors Report for financial year 2023-24 does not contain any qualification, reservation, disclaimer or adverse remark. The Report of the Secretarial Auditor for the financial year ended March 31, 2024 is annexed herewith as “Annexure 4”.

25. CORPORATE GOVERNANCE:

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

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Companies Act, 2013 for the financial year ended March 31, 2024.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

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

27. CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any subsidiary or associate company there is no requirement of preparing the Consolidated Financial Statements during the financial year 2023-24 in accordance with relevant IND AS 110 issued by the Institute of Chartered Accountants of India.

28. ANNUAL RETURN

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at https://alkylamines.com/ wp-content/uploads/2024/06/MGT-7-2024.pdf

29. EMPLOYEES:

a) Employee Stock Option Plan 2018 (ESOP 2018):

The ESOP Scheme, ‘AACL Employees Stock Option Plan 2018 (AACL ESOP, 2018) approved by the shareholders in 2018, is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI (SBEBSE) Regulations, 2021). There were no changes in the Scheme during the financial year. The Nomination and Remuneration Committee (NRC) of the Board of Directors of the Company, inter alia, administers and monitors the Scheme.

In terms of the approval of the shareholders by Postal Ballot for sub-division and related actions and as a consequence of the sub-division of equity shares from face value of Rs. 5 into face value of Rs. 2 in FY 2021-22, the Company has made appropriate adjustments to the exercise quantity and to the exercise price of the outstanding ESOPs granted to employees with effect from opening of business hours on May 13, 2021 (being the next working day post the record date of subdivision) so as to ensure that the resultant payment by ESOPs grantees on the exercise of ESOPs and the resultant benefits due to the adjustment to the revised exercise quantity and exercise price remains unchanged for grantees. Fraction quantity arising due to the adjustment to the individual vest quantity has been rounded down and the resultant difference, wherever applicable, due to such adjustment, shall be paid off to grantees as per market price of the shares prevailing at the time of exercise of Options relevant to fraction Option, by applying the formula (Market price of share at the time of exercise of relevant Option less exercise price multiplied by fraction Option). The ESOPs grantees have been intimated about this adjustment, along with adjusted statement of ESOPs.

The total ESOP grants till date aggregate to 2,02,632 out of total 5,10,000 (pre-split 2,04,000) ESOPs permitted to be granted as per AACL ESOP, 2018. Of the 2,02,632 ESOPs granted till date, 1,30,415 equity shares of Rs. 2 per share consisting of 50,430 shares (corresponding to 20,172 pre-split equity shares of Rs. 5 per share) plus 79,985 post-split equity shares, have been allotted till date pursuant to exercise of ESOPs.

The disclosures regarding stock options required to be made under the provisions of the SEBI (SBEBSE) Regulations, 2021 are available on the website of the Company at https://alkylamines.com/wp-content/uploads/2024/06/ESOP-Disclosure-2023-24. pdf

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

b) Disclosures under Section 197 of the Companies Act, 2013

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

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

The Company has formulated a comprehensive policy on prevention, prohibition and redressal against sexual harassment of women at workplace, which is in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH). The said policy has been made available on the website of the Company at https://alkylamines.com/wp-content/uploads/2023/06/Prevention-of-Sexual-Harassment-policy-2023.pdf

In line with the requirements of POSH, the Company has set up Complaints Committees at its workplaces to look into complaints of sexual harassment received from any women employee. No complaints have been received during the financial year 2023-24.

31. CAUTIONARY STATEMENT

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

32. ACKNOWLEDGEMENTS

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

	For and on behalf of the Board
Place: Mumbai	YOGESH M. KOTHARI
Date: May 09, 2024	Chairman & Managing Director
	(DIN: 00010015)