Diamines & Chemicals Ltd Directors Report

To the Members,

Your Directors are pleased to present the 48^th Annual Report of the Company together with the Audited standalone and consolidated Financial Statements of Accounts for the year ended March 31, 2024.

1. Financial Results

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

Financial Results ( Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Year Ended		Year Ended
	March 31,	March 31,	March 31,	March 31,
	2024	2023	2024	2023
Net Sales and Other Income	10,676.05	11330.69	10,658.70	11330.51
Profit before Finance costs and Depreciation	2692.71	5851.43	2523.70	5827.78
Expenses
Finance cost	19.42	14.47	19.51	14.47
Depreciation and amortisation expenses	265.83	170.68	285.12	178.27
Profit from ordinary activities
before Tax Expense	2407.46	5666.28	2219.07	5635.04
Tax expense
Current tax	577.03	1425.57	577.03	1425.57
Tax Related to earlier years	7.28	7.98	7.28	7.98
Deferred tax	46.02	10.78	46.02	10.78
Net Profit from ordinary activities after tax	1777.13	4221.95	1588.74	4190.71
Share of Profit/(loss) of Associates	-	-	(41.69)	(0.35)
Other comprehensive income /(expense)
(net of tax)	98.44	(182.62)	98.44	(182.62)
Total comprehensive income for the period	1875.56	4039.36	1645.48	4007.74
Net Profit / (loss) attributable to
a) Owners of the Company	-	-	1547.05	4190.36
b) Non controlling interest	-	-	-	-
Other comprehensive income attributable to
a) Owners of the Company	-	-	98.44	(182.62)
b) Non controlling interest -	-	-	-
Total comprehensive income attributable to
a) Owners of the Company	-	-	1645.48	4007.74
b) Non controlling interest	-	-	-	-
Balance of profit brought forward	11585.77	7947.32	11549.31	7942.45
Dividend
Dividend (Final)	(293.50)	(586.99)	(293.50)	(586.99)
Tax on Dividend (Final)	-	-	-	-
Transfer to General Reserve	-	-	-	-
Balance carried to Balance Sheet	13077.02	11585.77	12810.82	11549.31
Basic & diluted earning per equity share on
Net profit from ordinary activities after tax
(face value 10/- each) (In )
Basic	18.16	43.15	16.24	42.84
Diluted	18.16	43.12	16.23	42.80

2. Dividend

Dividend paid during the year ended March 31, 2024 include 3/- per equity share towards Final dividend for the year ended March 31, 2023 on 9783240 equity shares of 10/- each.

The Board of Directors recommended a final dividend of 2.50 per Ordinary share on 9783990 ordinary shares of 10/- each for the year ended on March 31, 2024. The Dividend for the year ended March 31, 2024 is subject to the approval of members at the Annual General Meeting on July 23, 2024 and will be paid within statutory time period, if approved by the members at the Annual General Meeting.

3. Transfer to Reserves

Pursuant to provisions of Section 134(3)(j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

4. Review of Business Operations, performance highlights and Future Prospects

Your Directors wish to present the details of Business operations done during the year under review:

Standalone:

Total income for the year 2023-24 was registered at 10,676.05 lakhs as compared to income of 11,330.69 lakhs for the year 2022-23

Net profit after tax was 1777.13 lakhs as compared to 4221.95 lakhs in previous financial year. Sales volumes for the year 2023-24 were at 1796.34 MT as compared to 1726.41 MT for the year 2022-23.

Consolidated:

Consolidated total income for the financial year 2023-24 stood at 10,658.70 lakhs while net profit / (loss) after tax reported at 1588.74 lakhs.

During the year, your Company has obtained the License Gujarat Pollution Control Board (GPCB) for Proposed Expansion of Synthetic Organic Chemicals in existing manufacturing unit and ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018 from Bureau Ventas (India) Private Limuted (Certification Business), which referred in Management and Discussion and Analysis Report.

5. Investor Education and Protection Fund (IEPF) a) details of the transfer/s to the IEPF made during the year as mentioned below:

(i) amount of unclaimed/unpaid dividend and the corresponding shares; - the Company had declared Dividend during FY 2016-17. There is 3,91,075/50 unclaimed Dividend amount due for transfer to Investor Education and Protection Fund as on March 31, 2024.

(ii) redemption amount of preference shares; - Not Applicable

(iii) amount of matured deposits, for companies other than banking companies, along with interest accrued thereon; - Not Applicable

(iv) amount of matured debentures along with interest accrued thereon; - Not Applicable

(v) application money received for allotment of any securities and due for refund along with interest accrued; - Not Applicable

(vi) sale proceeds of fractional shares arising out of issuance of bonus shares, merger and amalgamation; - Not Applicable

b) details of the resultant benefits arising out of shares already transferred to the IEPF; - Dividend on shares, which are transferred to IEPF, has been also transferred to IEPF.

c) year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer;

Year	unpaid/unclaimed dividend lying in the unpaid account	Date of Declaration of Dividend in AGM / Board	Due date of Dividend Transfer to IEPF	Due date of Transfer of corresponding shares to IEPF
2016-17	391075/50	20-Jul-17	23-Sep-24	23-Oct-24
2017-18	533792/00	06-Aug-18	10-Sep-25	10-Oct-25
2018-19 (Interim)	1045989/00	26-Oct-18	30-Dec-25	29-Jan-26
2018-19 (Final)	385478/00	09-Aug-19	13-Oct-26	12-Nov-26
2019-20 (Interim)	729484/00	04-Feb-20	09-Apr-27	09-May-27
2019-20 (Final)	633132/00	04-Sep-20	08-Nov-27	08-Dec-27
2020-21	560818/00	20-Jul-21	23-Sep-28	22-Oct-28
2021-22	381668/00	28-Jun-22	01-Sept-29	30-Sept-29
2022-23 (Interim)	401750/00	14-Nov-22	18-Jan-30	17-Feb-30
2022-23 (Final)	367579/00	21-Jun-23	24-Aug-30	23-Sept-30

d) the amount of donation, if any, given by the company to the IEPF; - Not Applicable e) such other amounts transferred to the IEPF, if any, during the year. -Not Applicable

6. Material Changes And Commitment, if any, affecting the Financial Position of the Company occurred between the end of the Financial Year to which this financial statements relate and the date of the report

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

7. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 forms part of the Annual Report, attached herewith as "ANNEXURE-A".

8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is furnished in ANNEXURE – B and is attached to this report.

Your Company understands and appreciates the responsibility and importance of conservation of energy and continues to put efforts in reducing or optimizing energy consumption for its operations.

Your Company is continuously monitoring and taking measures for conservation of energy such as:

- Reduction in steam consumptions by improving insulation, electricity by installing LED lamps and high efficiency motors for new installation and cooling water by debottlenecking of various operations

- Improvement in the yields and planned increase in throughput

- Improved steam condensate recovery by installing new designs of traps and monitoring trap performance

- Utilization of by-products steams

- Increasing automation for optimum utilization of energy through automatic power factor correction and other initiatives

9. Safety, Health And Environment a) Safety and Process Safety :

Safety and process safety appointed qualified EHS professional to implement process safety in operations. The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analyzed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at workplace.

The Company has planned Hazard and Operability Analysis (HAZOP) for new installation and current operations to improve process safety. The Company works on designing and implementing an effective safety management system to improve safety in operations.

Safety promotional activities such as celebration of National Safety Day, arranging poster competition, slogan competition, etc. and prize distribution are conducted every year to encourage safety culture. The company also conducts Mock drill regularly on quarterly basis and outcome of Mock drill is analyzed and necessary improvements are implemented regularly. The company also makes continuous efforts to increase Safety awareness with regular and contractual employees and workers. Team of First Aiders are trained and certified as part of Emergency Management Crew.

The Company has received ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018 Certificate from Bureau Ventas (India) Private Limuted (Certification Business) that aids and enhances Credibility, Improved Efficiency, Risk Management, Market Access, Regulatory Compliance and Stakeholders Satisfaction. Further, it enhances environmental efficiency/ performance, rescues waste, aids in improving safety & health. b) Health:

Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Company also has Occupational Health Center open for 24 hours, and Ambulance facility at its Manufacturing site. Health related issues if any are discussed with visiting Medical Officer. Company also has a tie up with one hospital in the City to provide timely medical assistance to the employees/workers in case of emergencies. Company has started annual health checkup of job Contractors for ensuring fitness during work.

c) Environment:

Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company. Your Company has started working towards reducing of carbon footprints by increasing Tree Plantation within and outside company premises. Your Company is also contributing in reducing carbon footprints from the environment by way of captive consumption of Wind Turbine Generators (WTG) of total 0.75 MW Capacity as on March 31, 2024 at Shikharpur, Kutch, Gujarat.

10. Cash Flow and Consolidated Financial Statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report. The Company has its wholly Owned Subsidiary named DACL Fine Chem Limited, incorporated on 30.07.2020 and KLJ Organic Diamines Limited, Joint Venture/Associate Company incorporated on 15.12.2021 (Shareholding between M/s KLJ Organic Limited (Associate/Joint Venture Partner) and the Company is 65:35 respectively) andtherefore, it is required to publish Consolidated Financial Statements.

11. Corporate Social Responsibility (CSR) Initiatives and Policy

The Company believes in contributing to harmonious and sustainable development of society and that a companys performance must be measured not only by its bottom line but also with respect to the social contributions made by the company while achieving its financial goals. During the year, the CSR Expenditure incurred by the company was 72.03/- Lakhs in the area of Education, Health and Environment. The CSR policy of the Company may be accessed on the Company website at the link: https://www.dacl.co.in/pdf/investors/CSR.pdf The Annual Report on CSR Activities is annexed herewith as ANNEXURE – C.

12. Particulars of Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013

Your Company made investment in Equity shares of other Company during the years for the purpose of generation of additional surplus income. The particulars of Loans, guarantees or investments made under Section 186 are furnished in ANNEXURE-D and are attached to this report. Details of the loans and investments made by your Company are also given in the notes to the financial statements.

13. Material Orders Passed by Regulatory/Court

The Company has received Approval from National Stock Exchange of India Limited (NSE) for equity shares of the Company which were listed and admitted to dealing on main Board of NSE w.e.f. September 25, 2023.

The Company has received approval from Gujarat Pollution Control Board (GPCB) for Proposed Expansion of Synthetic Organic Chemicals in existing manufacturing unit of M/s. Diamines and Chemicals Limited at Plot No. 13, PCC Area, P.O. Petrochemicals, Vadodara-391350.

The Company has received certificate dated February 20, 2024 of ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018 from Bureau Ventas (India) Private Limuted (Certification Business).

There were no other significant and material orders passed by any regulators and/or courts and tribunals which may have the impact on the going concern status and companys operations in future.

14. Internal Financial Controls

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial information. The scope of Internal Audit is well defined in the organization. The Internal Audit report regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee of the Board.

15. Particulars of Contracts or arrangements made with Related Parties

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read with Regulation 23 of the SEBI, (Listing Obligations And Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

There were no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All other Related Party Transactions are placed before the Audit Committee and also the Board for approval. The policy on materiality of related party transactions and dealing with related party transactions is uploaded on the Companys website https://www.dacl.co.in/pdf/investors/ RPT_Policy.pdf

The particular of contracts or arrangements with related parties during the year under review, and the details required in AOC-2 is mentioned in ANNEXURE J.

16. Explanation or Comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and Practicing Company Secretary or Cost Auditor in their reports

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary or Cost Auditor in their respective reports except as mentioned in the Annual Secretarial Compliance report given by Practicing Company Secretary related to violation of SEBI (Prohibition of Insider Trading) regulations, 2015 ("PIT regulations") by Designated person of the Company by making Trade/contra trade during window closing period. Your company has complied with the requirement of the provisions of the PIT Regulations.

17. Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return pursuant to the provisions of Section 92 (3) in prescribed format is available on https://www.dacl.co.in/upload/PDF/ MGT_7_2023_24_website_638540440894040366.pdf

18. Number of Board Meetings conducted during the year under review

The Company had 4 (Four) Board meetings during the financial year. During the year under review, Board Meetings were held respectively on May 08, 2023, August 04, 2023, November 07, 2023 and February 06, 2024. Your Directors confirm that to the best of their knowledge and belief, applicable provisions related to Secretarial Standards on the Meetings of the Board of Directors, issued by the Institute of Company Secretaries of India and approved by the Central Government, have been complied with. The details of attendance at the Board Meetings is stated herein below for each Director and the details of attendance at Annual General Meeting for each Director along with their other Directorships is stated in the Corporate Governance Report which forms part of this Report :

Sr. No.	Name of the Director	No. of Board Meetings attended (Total 4 held)
1.	Mr. Amit M. Mehta	4/4
2.	Mr. G. S. Venkatachalam	4/4
3.	Mr. Rajendra Chhabra	4/4
4.	Dr. Ambrish Dalal	4/4
5.	Mr. Dhruv Mehta	3/4
6.	Mrs. Kejal Pandya	4/4

19. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) read with 134 3(c) of the Companies Act, 2013 the Board hereby submits its responsibility Statement that:—

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and; f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. Subsidiary/Associate Company/Joint venture its Performance & Financial Position

During the year 2020, Company had incorporated a Wholly Owned Subsidiary (WOS) Company named DACL Fine Chem Limited (DFCL) on July 30, 2020 and holding has 2,00,000 equity shares and 1,32,52,320 1% Non-cumulative Optionally Convertible Redeemable Preference Shares (Series A 66,26,160 & Series B 66,26,160) constituting 100% of the paid-up equity/preference share capital of DACL Fine Chem Limited as on March 31, 2024.

During the year 2022, Company has incorporated a company namely KLJ Organic Diamines Limited in collaboration with another shareholder company M/s KLJ Organic Limited (Associate/Joint Venture Partner) and shareholding of the KLJ Organic Limited and the Company is 65:35 respectively.

Pursuant to provisions of Section 2(87) of the Companies Act, 2013, DACL Fine Chem Limited (DFCL) is the 100% wholly-owned subsidiary of our Company and KLJ Organic Diamines Limited (KODL) is Associate/Joint venture Company (Shareholding ratio 35%). For the financial year ended March 31, 2024, the DACL Fine Chem Limited has started its commercial production of Specialty Chemicals as on March 01, 2024, further DFCL has received Factory License from Directorate of Safety and Health, Gujarat State as on March 22, 2024 for its unit established at Plot No. D-II-E-16, Dahej –II Industrial Estate. Tal.: Vagra, Dist: Bharuch. Further KLJ Organic Diamines Limited had issued Right shares of 17,46,500 at face value of 10/- each and shareholding as on March 31, 2024 is 17,50,000 Equity shares and KODL has not started its commercial activity yet.

The Statement containing salient features of the financial statement of Subsidiaries/associate companies/ joint ventures (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014), Form AOC-1 is annexed as ANNEXURE I.

In terms of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company and its subsidiaries prepared in accordance with Ind AS 110 and 111 as specified in the Companies (Indian Accounting Standards) Rules, 2015, forming part of the annual report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related information of the company and its subsidiaries, wherever applicable, are available on the companys website: www.dacl.co.in. These are also available for inspection during regular business hours at our registered office in Vadodara, Gujarat, India.

21. Deposits

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v)& (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

22. Directors

Mr. Rajendra Chhabra was re-appointed as a Non - Executive Director of the Company in the category of Professional Director w.e.f. November 06, 2023, for the period of 3 years and eligible for retire by rotation, the same was approved by the Shareholder as on September 21, 2023 by way of postal ballot.

Mr. G. S. Venkatachalam has ceased to be the Executive Director and tendered his resignation on cessation of his term from the directorship of the Company with effect from February 07, 2024 and Mr. Tanmay Godiawala was appointed as a Director in the Category of Executive Director of the Company w.e.f. February 06, 2024, the same was approved by the Shareholder as on March 30, 2024 by way of Postal Ballot.

Mr. Amit Mehta who is retired by rotation and being eligible for re-appointment subject to approval of the Members at the ensuing Annual General Meeting.

Mr. Amit Mehta will continue the term as an Executive Chairman upon attaining the age of 70 years, Mr. Dhruv Mehta was Re-appointed as Director in the Category of Independent Non-Executive Director for another term of 5 years from December 03, 2024 subject to the approval of Shareholders in the ensuring Annual General Meeting.

None of the Directors is disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. The Certificate issued by the practicing Company Secretary relating to non-disqualification of Directors is also attached herewith as "ANNEXURE G". As required by law, this position is also reflected in the Auditors Report. The composition of the Board, meetings of the Board held during the year and the attendance of the Directors there at have been mentioned in the Report on Corporate Governance in the Annual Report.

23. Declarations of Independent Directors

All the Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Board hereby confirms that all the Independent directors have registered themselves with Independent Directors Database. Out of three Independent Directors, two Independent Directors are exempted from the Proficiency test as per Exemption criteria and one Independent Director has cleared Proficiency test within statutory time period.

Further, Mr. Dhruv Mehta, aged 58 years is a Chartered Accountant by qualification; he is Member of the Institute of Chartered Accountants of India and The Institute of Cost & Works Accountants of India.

He has rich experience of more than 2 decades in Corporate Finance, Investment banking, Wealth Management, in the area of Products & in depth knowledge on a range of financial products including bonds, equities, mutual funds, private equity funds, real estate funds & structured products. He has Strong relationships with Fund Managers, CEOs and Economists across various AMCs and Banks. He is Founder Chairman of Foundation of Independent Financial Advisors (FIFA), since its inception on February 15, 2012.

Further term of Mr. Dhruv Mehta as a Non-executive Independent Directors will be expired on December 02, 2024 and the board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Dhruv Mehta as an Independent Director. Accordingly, the Board recommends passing of the Special Resolution in relation to reappointment of Mr. Dhruv Mehta as an Independent director for another term of five consecutive years with effect from December 03, 2024 upto December 02, 2029, for the approval by the shareholder of the Company as mentioned in notice.

24. Familiarization Programmes

The Company has adopted a familiarization policy for independent directors. The policy as well as the details with regard to no. of hours and details of imparting the training to the independent directors of the Company are available on the Companys website www.dacl.co.in.

25. Board Evaluation

Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

26. Particulars regarding Employees Remuneration

Disclosure pertaining to the remuneration and details as required under Section 197(12) of the Act, and the Rules framed thereunder is enclosed as "ANNEXURE – E" to the Directors Report. The information in respect of employees of the company required pursuant to rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and other entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. Key Managerial Personnel

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Amit Mehta, (DIN 00073907), Executive Chairman of the Company, Mr. Dipen Ruparelia, Chief Financial Officer and Ms. Hemaxi Pawar, Company Secretary are the Key Managerial Personnel of the Company. Mr. G. S. Venkatachalam has ceased to be the Executive Director and tendered his resignation from the directorship of the Company with effect from February 07, 2024.

28. Auditors

a. Statutory Auditors

In accordance with the provisions of Companies Act, 2013, at the 42^nd Annual General Meeting held on August 06, 2018, the shareholders had appointed M/s K C Mehta & Co LLP, Chartered Accountants (ICAI Firm Registration No. 106237W/W100829), as Statutory Auditors of the Company, for a period of 5 years i.e. up to the conclusion of 47^th Annual General Meeting.

M/s K C Mehta & Co LLP was reappointed for its 2^nd term by the members at 47^th Annual General meeting for the period of 5 years i.e. up to the conclusion of 52^nd Annual General Meeting to be held for the adoption of accounts for the financial year ending March 31, 2028.

As Companies (Amendment) Act, 2017 has done away with the requirement of ratification at every Annual General Meeting, no ratification for the appointment is required. There is no qualification or adverse remark in Auditors report. As regards the comments made in the Auditors Report, the Board is of the opinion that the same are self-explanatory and does not require further clarification.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sandip Sheth & Associates, Company Secretaries, as secretarial auditors of the Company, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "ANNEXURE-F". As regards the comments made in the Secretarial Auditors Report, the Board is of the opinion that the same are self-explanatory and does not require further clarification.

c. Internal Auditors

Pursuant to provisions of section 138(1) of the Companies Act, 2013, the Company has appointed M/s. CNK & Associates LLP, Chartered Accountants, as Internal auditors of the Company, to undertake the Internal Audit of the Company from FY 2022-23.

d. Cost Auditors

As per the requirement of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your Company is required to get its cost accounting records audited by a Cost Auditor.

On the recommendation of the Audit Committee, M/s. Diwanji & Co., Cost Accountants, have been re-appointed as the Cost Auditor for the financial year 2024-25. In terms of the provisions of Section 148(3) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules,

2014, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company. Accordingly, the Board seeks ratification at the ensuing Annual General Meeting for the remuneration payable to the Cost Auditors for the financial year 2024-25.

29. Instances of Fraud, if any, reported by the Auditors

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

30. Risk Management Policy

The Company has a risk management policy which from time to time is reviewed by the Audit Committee of the Board as well as by the Board of Directors. The policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The policy is designed to provide the categorization of this into threats and its cause, impact, treatment, and control measures. As part of the risk management policy, the relevant parameters for manufacturing sites are analyzed to minimize risk associate with protection of environment, safety of operations and health of people at work and monitor regularly with reference to statutory regulations and guidelines define by the company. The company fulfills its legal requirement concerning ambition, wastewater, and waste disposal. Improving workplace safety continued top priority at manufacturing site.

31. Disclosure of composition of Audit Committee and Providing Vigil Mechanism

The Company has in place an Audit Committee in terms of requirements of the applicable provisions of the Companies Act, 2013, Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition of the Audit Committee, terms of reference and meetings held are provided in the Corporate Governance Report which forms part of this Report.

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

During the year under review, Audit committee and Board has reviewed and updated Whistle Blower Policy of the Company. The Company has disclosed information about establishment of the Whistleblower Policy on its website https://www.dacl.co.in/pdf/investors/Whistle_blower_policy-DACL.pdf

32. Shares Capital and Debt Structure

a. SHARE CAPITAL

During the year under review the Total Authorized Share Capital is 17,55,00,000/- (Rupees Seventeen Crore Fifty Five Lakhs Only) and paid-up, issued and subscribed share capital of the company is 9,78,39,900/- (Rupees Nine Crore Seventy-Eight Lakhs Thirty-Nine Thousand Nine Hundred Only).

b. BUY BACK OF SECURITIES

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

b. SWEAT EQUITY

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

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

During the year, the Company has granted 2127 (shares granted at 4^th tranche) Stock Option to the employees as Reward/Joining bonus, for the year ended March 31, 2024.

The Details of ESOP as on March 31, 2024 are as follow:

Particulars	No. of Options
Total number of Options for which Shareholders approval obtained:
At 45th Annual General Meeting held on July 20, 2021	2,00,000
Number of Options granted (Grant 1 to 4)	11,187
Number of Options exercised, shares allotted and listed*	750
Number of Options lapsed	8,250
Balance Options available in DACL-ESOP Scheme 2021	1,97,063

*During the year, the Company in the Board Meeting held on February 06, 2024 has approved and allotted 750 Shares to the Eligible Employees.

The Scheme was in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations 2014) and amended as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations 2021). A certificate from the Secretarial Auditors of the Company that the Scheme has been implemented in accordance with SBEB Regulations and the resolution passed by the members, shall be placed in the ensuing Annual General Meeting for inspection of the members. The disclosures regarding stock options required to be made under the provisions of the SBEB Regulations, 2021 are available on the website of the Company at www.dacl.co.in Weblink : https://www.dacl.co.in/upload/PDF/2023_24_ESOP_Disclosure_by_BOD_638540440535914441.pdf

33. Insurance

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

34. Code of Conduct

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Companys website at link https://www.dacl.co.in/pdf/investors/ C o d e % 2 0 o f % 2 0 C o n d u c t % 2 0 D i a m i n e s % 2 0 A n d % 2 0 C h e m i c a l s % 2 0 L i m i t e d % 2 0 -%20Investor%20Information.pdf All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

35. Insider Trading Policy

As required under the Insider Trading Policy Regulations of SEBI and amendments thereto, your Directors have framed Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider as well as Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The same is also posted on the website of the Company at https://www.dacl.co.in/Policy.aspx. During the previous year, the insider trading policy was revised, reviewed and adopted by Audit Committee and Board as well.

36. Nomination And Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The policy is available on website of the Company at link https://www.dacl.co.in/pdf/investors/Nomination-Remuneration-Policy-03-12-2019-new.pdf

37. Compliance with Secretarial Standards

The Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) and other applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government from time to time.

38. Corporate Governance

Pursuant to the Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereunder, a separate section forming part of this report and titled as "Corporate Governance" is attached herewith as "ANNEXURE-H".

39. Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2023-24. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

40. Finance

During the year, the company had been sanctioned limits from State Bank of India of 1.95 crores in the form of Fund Based (FB) 95 lakhs and Non Fund Based (NFB) 1 crores.The limits are short term funds for meeting working capital needs of the Company and secured primarily against current assets and further secured collaterally against immovable assets of the company.

41. Other Disclosures

The consolidated financial statement is also being presented in addition to the standalone financial statement of the company which presents the financial data including Wholly Owned Subsidiary /Joint venture/Associate Company.

42. Acknowledgement

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

			Amit Mehta
Date	:	May 24, 2024	Executive Chairman
Place	:	Mumbai	DIN: 00073907