Your Directors take pleasure in presenting the 45th Annual Report on the business and operations of your Company together withAudited Financial Statements for the financial year ended March 31, 2025.
The financial performance of your Company is as summarized below for the financial year under review:
Particulars
2024-25' in lakhs
2023-24' in lakhs
Revenue from operations
1,57,182
1,44,061
Other Income
2,980
1,505
Total Income
1,60,162
1,45,566
Profit before interest, depreciation & taxation
32,089
26,560
Interest & financial expenses
101
421
Depreciation
7,124
5,892
Profit before exceptional item
24,864
20,247
Exceptional Items
-
Profit before tax
Provision for tax
6,253
5,360
Net Profit after tax
18,611
14,887
Other Comprehensive Income
(109)
(146)
Total Comprehensive Income
18,502
14,741
Opening balance in retained earnings
1,19,562
1,09,933
Profit available for appropriations
1,38,064
1,24,674
Other adjustments due to IND AS
(27)
1
Impact for government grant of previous period
45
Dividends paid
5,113
5,111
Closing balance in retained earnings
1,32,969
During the financial year under review, total Income increased from ' 1,45,566 lakhs to ' 1,60,162 lakhs, an increase of 10%.Profit before tax for the financial year was ' 24,864 lakhs compared to ' 20,247 lakhs of the previous financial year (an increaseof 23 %) and Profit after tax was ' 18,611 lakhs as against ' 14,887 lakhs of the previous financial year (an increase of 25 %).Your Directors do not propose to transfer any amount to the Reserves for the financial year ended March 31, 2025. Furtherdetails of operations are given in the Management Discussion and Analysis Report annexed herewith as “Annexure 1”. Therehas been no change in the nature of business of the Company.
The Board is pleased to recommend for your approval a dividend of ' 10/- (500%) per equity share on the face value of ' 2/- eachfor the financial year ended March 31, 2025 [Previous Year: Dividend of ' 10/- (500%) per equity share of ' 2/- each]. You arerequested 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 has been framed in terms of the regulationsof SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (SEBI Listing Regulations). TheDividend Distribution Policy is available on the website of the Company at https://alkvlamines.com/wp-content/uploads/2022/03/Dividend-Distribution-Policv-1.pdf
During the financial year, the Company’s paid up share capital increased from ' 10,22,42,790/- consisting of 5,11,21,395 equityshares of ' 2/- each to ' 10,22,72,836/- consisting of 5,11,36,418 equity shares of ' 2/- each.
The Members had approved the sub-division of face value of equity shares from ' 5/- each fully paid-up into ' 2/- each fully paidup through Postal Ballot, on March 17, 2021. The record date for the aforesaid sub-division was May 12, 2021. Accordingly, theface value of equity shares of the Company stands sub-divided from ' 5/- each into ' 2/- each fully paid up. The shareholderswere issued fresh shares of face value of ' 2/- each.
The Management Discussion and Analysis Report as required under Schedule V of SEBI Listing Regulations, 2015 is includedin this Annual Report and the same is annexed herewith as “Annexure 1”
During the financial year 2024-25, at Kurkumbh site, the project for expansion of capacities of Di-Ethyl Ketone (DEK) wascompleted and commissioned.
Our new projects include:
- Enhancing production capacity of Di-methyl Amine (DMA) by de-bottlenecking at Dahej.
- Some capex projects for upgrading the equipment and expansion of capacities, at all three production sites.
The company does not have any subsidiary, associate or joint venture company.
Responsible Care is a voluntary initiative of International Council of Chemical Associations, implemented in India by IndianChemical 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 Companyrecertified for Responsible Care®in October 2023. The recertification is valid till October 2026. Several programs and studiesrelated 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 partof initiative taken by Indian Chemical Council (ICC) along with other chemical companies. The objective was to update codesafter rigorous implementation of the Responsible Care program and findings of audits.
The information on conservation of energy, technology absorption and other details stipulated under Section 134(3)(m) of theCompanies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure 2”.
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. Though compliance of safety training has improvedover the years and there is active participation from employees there was an unfortunate accident at the Kurkumbh site.In view of this, exhaustive review of safety procedures, HAZOP with help of external consultants, automation of safetycritical operations and extensive program to Transform Safety Culture of the company has been initiated.
We take active part in Mutual Aid scheme in the respective industrial areas. We have intensively trained our identifiedemergency 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 / nearbysociety 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 andoccasionally, in the presence of external stakeholders. The identified gaps, are closed as a part of continuous improvementprocess. To strengthen the Emergency Response, the Company conducts truncated drills and table top exercises to assess theperformance of emergency responders. Daily tool box talks and safety talks with employees and contractors are conductedby the Company staff.
The actions which we have taken to mitigate fire risk based on quantitative risk assessment (QRA) study are implementedacross all the locations and same are maintained. As part of strengthening, revamping and to make the fire hydrant systemat Kurkumbh compliant with new requirements of IS 13039, a project was undertaken in FY 2022-23. In FY 2023-24phase-2 of the project completed by making the underground fire hydrant network above the ground. Patalganga site isalso complying with high hazard category as per IS 13039, whereas Dahej site is complying with the IS requirements sinceinception.
All the incidents / near misses are investigated thoroughly by a selected cross functional team and correction / correctiveactions are implemented across all the locations. Walkthrough rounds by senior managers are conducted every monthand each area of the factory is visited regularly. Observations are recorded and closed. With a view to improve the safetyculture measurable Key Performance Indicators (KPIs), Leading Indicators and Lagging Indicators are reviewed in monthlyEHS Review Meetings which is chaired by Executive Director of the Company. We have encouraged employees to reportone 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 implementedBehavior 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.
Health of employees is of utmost importance to us. New employees including contract employees undergo pre-employmentmedical check-up and Periodic medical check-up every six months. In addition to employees, we also conduct periodicmedical examination of drivers. Training programs are arranged regularly on lifestyle diseases by eminent doctors. Healthcamps are arranged regularly. Periodic workplace monitoring to check concentration of chemicals, noise level, and qualityof ambient air is carried out based on National Ambient Air Quality Standard. We also have well equipped OccupationHealth Centre with a Doctor, appropriate staff and our own ambulance vehicle at all manufacturing sites. We have a team ofemployees trained as FIRST AIDERS who use their acquired skills while on duty or off duty to serve the society. AddressingOccupational 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 occupationalhealth hazards. We have assessed and measured base line study for Industrial Hygiene across the locations. We observethe engineering controls which we have adopted across the locations and which are best in industry and hence, exposurelevel is well below the international standard.
Your Company has also engaged a professional consulting doctor to upgrade our existing Occupational Health and Hygienesystem. With his professional advice, guidance and actionable solutions we have upgraded our standard to the next levelin 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 areprovided 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, spiritualwellbeing, physical well-being and financial well-being.
Environment protection and adherence to pollution control norms is of high priority for our Company. EcoVadis gave usBronze rating (Sustainability) during the financial year under review.
i) Air Emissions - We regularly monitor emissions from various sources. All the parameters specified in the consent tooperate are well within the limits in the reporting period. We have provided Online Continuous Emission MonitoringSystem (OCEMS) to the two CFB (Coal Fired Boiler), one TFH (Thermic Fluid Heater) and three process stacks connectedto 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 installed OCEMSon the CFB stack at Patalganga. All these stacks are connected to Maharashtra Pollution Control Board (MPCB) andCPCB portals
ii) Liquid Waste Treatment -We have integrated Effluent Treatment Plants with primary, secondary and tertiary treatmentsmaintaining outlet parameters standards within the prescribed limits. We have installed online effluent real timemonitoring system (OCEMS) across the locations to track real time monitoring data. We recycle 50% of our effluentat Kurkumbh by installing Reverse Osmosis (RO) / Multi Effect Evaporator (MEE). All sites now have Zero LiquidDischarge (ZLD) capability. We use entire water from the Sewage Treatment Plant for gardening. Number of GO GREENactivities 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 hencewe focus our efforts for reduction of waste at source by improving process yield, replacing hazardous chemical andprocess with safer ones. We work on recycling the waste as either again as raw material back in the process or byre-processing to convert it as usable product or finding an application for use straight as product. Where optionsmentioned 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, wehave set objectives for waste management through reduction / recycle / reuse / recovery techniques. These objectivesare 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 aregular basis. At Kurkumbh, the unit has developed 94,731 m2 green belt and planted approx. 17,342 various speciesof plants. At Dahej, the unit has developed 22,000 m2 area for green belt inside the plot and taken an adjacent land onlease from GIDC for development of greenbelt having 35,622 m2 area. This outside plot is contiguous to the existingplot. Around 6,768 various species of trees are planted at both the places. At Patalganga, the unit has developed 5,010m2 area for green belt inside the plot and planted approx. 203 various species of plants.
There was one reportable incident in the financial year 2024-25. Detailed root cause analysis was done. The correctiveactions were implemented. As part of the corrective actions exhaustive review of safety procedures, HAZOP with help ofexternal consultants, automation of safety critical operations and extensive program to Transform Safety Culture of thecompany has been initiated.
Your Company works with a deep sense of social commitment and contributes towards the welfare of the society that it ispart of. The Corporate Social Responsibility (CSR) Committee comprises of Mr. Yogesh M. Kothari, Chairman and ManagingDirector, as Chairman of the Committee, Mr. Kirat M. Patel, Executive Director and Mrs. Leja S. Hattiangadi, IndependentDirector, as members of the Committee. The Company has formulated a CSR Policy indicating the activities to be undertakenby the Company, which has been approved by the CSR Committee and the Board. Your Company’s concerns are focused onEnvironment Sustainability & Rural Development, Health/Women Empowerment, Education/Sports and others.
The CSR budget for FY 2024-25 was ' 550.11 lakhs, out of which Company has spent ' 540.23 lakhs and an unspent amount of' 9.88 lakhs relating to ongoing projects has been transferred to separate Bank Account and said amount shall be spent withina period of three financial years, as per the provisions of Companies Act, 2013. An unspent amount of ' 106.83 lakhs relatingto ongoing projects for FY 2023-24, which was transferred to separate Bank Account was fully spent in FY 2024-25.
The Annual Report on CSR activities is annexed herewith as “Annexure 3”. The CSR Policy can be viewed on the website ofthe Company at https://alkylamines.com/wp-content/uploads/2022/03/CSR-Policy.pdf
Mr. Rakesh S. Goyal, Whole-time Director - Operations, retires by rotation at the ensuing AGM and, being eligible, has offeredhimself for re-appointment.
The Board of Directors has, on the recommendation of Nomination & Remuneration Committee and subject to approval ofshareholders, at their meeting held on May 9, 2024, appointed Mrs. Bhavna G. Doshi as Non-Executive Independent Directorof the Company for a term of five years with effect from May 9, 2024 to May 8, 2029. Subsequently, the shareholders have, byspecial resolution, approved the appointment of Mrs. Bhavna G. Doshi as Non-Executive Independent Director at the AnnualGeneral Meeting held on July 2, 2024.
The Board of Directors has, on the recommendation of Nomination & Remuneration Committee and subject to approval ofshareholders through Postal Ballot, at their meeting held on August 1, 2024, approved the following:
• Re-appointment of Mr. Yogesh M. Kothari as Chairman & Managing Director for a period of 5 years w.e.f. April 1, 2025 toMarch 31, 2030
• Re-appointment of Mr. Kirat M. Patel and Mr. Suneet Y. Kothari as Executive Directors for a period of 5 years w.e.f. January1, 2025 to December 31, 2029
• Revision in remuneration payable to Mr. Rakesh S. Goyal, Whole-time Director - Operations w.e.f. April 1, 2025 upto May 31, 2027.
Subsequently, the shareholders have, by special resolutions, approved the re-appointment of Mr. Yogesh M. Kothari as Chairman& Managing Director, Mr. Kirat M. Patel and Mr. Suneet Y. Kothari as Executive Directors and revision in remuneration payableto Mr. Rakesh S. Goyal, Whole-time Director - Operations through Postal Ballot on September 14, 2024.
Mr. Dilip G. Piramal, Mr. Shyam B. Ghia and Mr. Shobhan M. Thakore, have completed their second term as IndependentDirectors with effect from August 5, 2024, in terms of Section 149 (11) of the Companies Act, 2013 and they have ceased asIndependent Directors of the Company. The Board of Directors and Management place on record their deep appreciation forthe contribution made by them during their association with the Company.
The Independent Directors of your Company have certified their independence to the Board, stating that they meet the criteriafor 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 withthe Indian Institute of Corporate Affairs, Manesar (‘IICA’).
The following axe the Key Managerial Personnel of the Company in terms of the provisions of the Companies Act, 2013 readwith 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 Shinde, Chief Financial Officer
Except the appointment of Mrs. Bhavna G. Doshi as Non-Executive Independent Director and re-appointment of Mr. YogeshM. Kothari as Chairman & Managing Director, Mr. Kirat M. Patel and Mr. Suneet Y. Kothari as Executive Directors, there wasno change in the composition of the Board of Directors and Key Managerial Personnel during the financial year under review.
Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, the annual evaluation has been carried outby the Board of its own performance and that of its committees and individual Directors by way of individual and collectivefeedback from Directors. The Directors expressed their satisfaction with the evaluation process.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection andappointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy can be viewedon the company’s website at https://alkvlamines.com/wp-content/uploads/2022/03/Nomination-and-Remuneration-Policv.pdf
During the financial year, four Board Meetings and four Audit Committee Meetings were convened and held, the details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed underthe Companies Act, 2013 and circulars and regulations issued under SEBI Listing Regulations, as amended from time to time.
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directorsmake 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, 2025, the applicableaccounting 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 andapplied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the financialyear ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraudand 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 operatingeffectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operatingeffectively.
No material changes or commitments have occurred between the end of the financial year and the date of this Report whichaffect the financial statements of the Company in respect of the reporting year.
The Company has an elaborate Risk Management reporting system, which is designed to enable risks to be identified, assessedand mitigated appropriately. The Board has constituted a Risk Management Committee to identify elements of risk in differentareas 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 developmentof detailed risk mitigation plan. The Board oversees the Risk Management Report detailing all the risks that the Company facessuch as Marketing, Supply Chain, Commercial, Operations and Safety, Human Resource, Compliance and Financial and there isan adequate risk management infrastructure in place, capable of addressing those risks. The Risk Management Policy is availableon the website of the Company at https://alkvlamines.com/wp-content/uploads/2022/05/Risk-Management-Policv.pdf
Interna! Financial Controls are an integrated part of the risk management reporting system, addressing financial and financialreporting risks. Assurance on the effectiveness of internal financial controls is obtained through management reviews andcontinuous monitoring by functional experts. We believe that these checks provide reasonable assurance that our internalfinancial controls are designed effectively, are adequate and are operating as intended.
The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and Employees to report their genuineconcerns and to deal with instances of fraud and mismanagement, if any. The Mechanism provides for adequate safeguards againstvictimization of director(s)/employee(s) who can avail of the mechanism and also provides for direct access to the Chairman ofthe 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
All related party transactions that were entered into during the financial year were at an arm’s length basis and were in theordinary 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 theCompany 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. Thetransactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all relatedparty transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. Thepolicy on Related Party Transactions as approved by the Board is uploaded on the Company’s 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 arm’slength basis, Form AOC-2 is not applicable to the Company.
The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, whichis available on the Company’s website at https://alkylamines.com/wp-content/uploads/2022/03/Code-of-Conduct.pdf. All BoardMembers and Senior Management personnel have affirmed compliance with the code of conduct.
As required under the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Directors have framed and approvedInsider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation’ and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders’. The Policyis available on the company’s website at https://alkylamines.com/wp-content/uploads/2022/03/INSIDER-TRADING-POLICY.pdf
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.
The Properties and Assets of the Company are adequately insured.
There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concernstatus of the Company and its future operations.
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, whereverapplicable, are given in the notes to financial statements.
M/s. N.M. Raiji & Co., Chartered Accountants, Mumbai (Firm Registration Number 108296W) were appointed as StatutoryAuditors of the Company at the 42nd AGM held on August 1, 2022 for second term of five consecutive years, to hold office fromthe conclusion of 42nd AGM till the conclusion of the 47th AGM of the Company. The Companies (Amendment) Act, 2017 haswaived the requirement for ratification of the appointment by the members at every AGM. Hence, the approval of the membersis not being sought for the re-appointment of the Statutory Auditors and in line with resolution of their appointment passedat the 42nd AGM held on August 1, 2022. The Auditor’s Report for financial year 2024-25 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 framedthereunder. The Auditor’s Report is enclosed with the financial statements in this Annual Report.
In terms of the Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is statedthat the cost accounts and records are made and maintained by the Company as specified by the Central Government underSection 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 CostAuditor for the financial year 2025-26 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Recordsand 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 theirratification. Accordingly, Resolution seeking Members’ ratification for the remuneration payable for their re-appointment asCost Auditor for the financial year 2025-26 is sought under Item No. 5 of the Notice convening the AGM.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 and SEBI Listing Regulations, as amended, the Board of Directors has, on the recommendationof Audit Committee, re-appointed Mr. Prashant S. Mehta (Proprietor - P. Mehta & Associates), Practising Company Secretary, toundertake the Secretarial Audit of the Company for a period of five years with effect from financial year 2025-26.
The re-appointment of Secretarial Auditor is required to be placed before the Members in a general meeting for their approval.Accordingly, Resolution seeking Members’ approval for re-appointment of Mr. Prashant S. Mehta, Practising Company Secretary,to undertake the Secretarial Audit of the Company for a period of five years with effect from financial year 2025-26 to financialyear 2029-30, is sought under Item No. 4 of the Notice convening the AGM.
The Secretarial Auditor’s Report for financial year 2024-25 does not contain any qualification, reservation, disclaimer or adverseremark. The Report of the Secretarial Auditor for the financial year ended March 31, 2025 is annexed herewith as “Annexure 4”.
The Board of Directors has, on the recommendation of the Audit Committee, appointed Aneja Assurance Private limited, asInternal Auditors of the Company for the period of three financial years, beginning from F.Y. 2025-26 to F.Y. 2027-28, in placeof Messrs. Hemant Puri & Associates, to undertake the Internal Audit of the Company.
As per SEBI Listing Regulations, a separate section is annexed herewith as “Annexure 5” on corporate governance practicesfollowed by the Company, together with a certificate from the Company’s Secretarial Auditors confirming compliance forms anintegral part of this Report.
The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India andapproved by the Central Government under Section 118 (10) of the Companies Act, 2013 for the financial year ended March31, 2025.
In terms of SEBI Listing Regulations, top 1000 listed entities, as per market capitalization, are required to attach ‘BusinessResponsibility and Sustainability Report’ to their Annual Report. Accordingly, a separate section on Business Responsibility andSustainability Report forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations
Since the Company does not have any subsidiary or associate company there is no requirement of preparing the ConsolidatedFinancial Statements during the financial year 2024-25 in accordance with IND AS 110 issued by the Institute of CharteredAccountants of India.
The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Managementand Administration) Rules, 2014 is available on the website of the Company and can be accessed at https://alkylamines.com/wp-content/uploads/2025/05/MGT-7-2024-25.pdf
The ESOP Scheme, AACL Employees Stock Option Plan 2018’ (AACL ESOP, 2018) approved by the shareholders in 2019, isin 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 consequenceof the sub-division of equity shares from face value of ' 5 into face value of ' 2 in FY 2021-22, the Company has madeappropriate adjustments to the exercise quantity and to the exercise price of the outstanding ESOPs granted to employeeswith 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 theadjustment to the revised exercise quantity and exercise price remains unchanged for grantees. Fraction quantity arising dueto 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 exerciseof Options relevant to fraction Option, by applying the formula (Market price of share at the time of exercise of relevantOption 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 2,16,452 out of total 5,10,000 (pre-split 2,04,000) ESOPs permitted to be grantedas per AACL ESOP, 2018. Of the 2,16,452 ESOPs granted till date, 1,45,438 equity shares of ' 2 per share consisting of50,430 shares (corresponding to 20,172 pre-split equity shares of ' 5 per share) plus 95,008 post-split equity shares, havebeen 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 areavailable on the website of the Company at httDs://alkvlamines.com/wD-content/uploads/2025/05/ESOP-Disclosure-2024-25.Ddf
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 inspectionby the members. A copy of the same will also be available for inspection at the Company’s Registered Office.
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 madethereunder, form part of the Board’s Report. The said disclosures, information and details in respect of employees ofthe 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 underRule 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 particularsof employees and is available for inspection by the Members at the Registered Office of the Company during office hours(i.e. 11:00 A.M. to 4:00 P.M.) on all working days other than on Saturday and Sunday till the date of AGM. If any Memberis interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
The Company has formulated a comprehensive policy on prevention, prohibition and redressal against sexual harassment ofwomen 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 athttps://alkvlamines.com/wp-content/uploads/2023/06/Prevention-of-Sexual-Harassment-policv-2023.pdf
In line with the requirements of POSH, the Company has set up Complaints Committees at its workplaces to look into complaintsof sexual harassment received from any women employee. No complaints have been received during the financial year 2024-25.
Statements in the Board’s Report and the Management Discussion & Analysis describing the Company’s objectives, expectationsor forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differmaterially from those expressed in the statement. Important factors that could influence the Company’s operations include globaland domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changesin government regulations, tax laws, economic developments within the country and other factors such as pandemic, litigationand industrial relations.
The Directors would like to take this opportunity to show their appreciation to all employees for their hard work, dedicationand support which has helped us face all challenges and enable business continuity. The Directors wish to place on recordtheir appreciation of the continuous support received by the Company from the investors, participating Banks, Central/StateGovernment Departments, its Customers and Suppliers.
For and on behalf of the Board
Place: Mumbai YOGESH M. KOTHARI
Date: May 9, 2025 Chairman & Managing Director
(DIN: 00010015)