June 25, 2027

BSE Limited Department of Corporate Services, 25, P. J. Towers, Da1a1 Street, Mumbai - 4OO OO1

Stock Coder 5OO12O

Sub. Notice convening t1-re 45th Annual Genera-l Meeting of the Company

Dear Sir/Ma'am,

We hereby inform you that the 45*' Annual General Meeting (AGM) of the Company will be held on Tuesday, July 20, 2O2l at 12.00 Noon through Video Conferencing (VC) / Other Audio Visua-l Means (OAVM).

Please frnd enclosed herewith the Notice of the 45th Annual General Meeting of the Company.

Kindly take the same on record.

Tha-nking You.

Yours Faithfully, For Diamines an emicals Limited

H Pawar Company Secre (/) Dist ", ir r-. Baroda ,.,) ENCL: As above * tsF

Dia m i nes a nd Chem ica ls Li mited (crN No. L24r'r ocrl eT6plcoo2eos)

Plot No.13 PC.C. Area, PO. Petrochemicals, Dist.Vadodara 391 346, Gujarat (lndia). T: + 91 265 3534200,F|+91 265 223021A E: [email protected],W:dacl.co.in

NOTICE

NOTICE is hereby given that the 45'" (Forty-Fifth) Annual General Meeting (AGM) of the members of M/s. Diamines and Chemicals Limited will be held Through Video Conferencing (VC) / Other Audio Visual Means (OAVM) on Tuesday, the 2d" Day of July, 2021 at 12.00 Noon to transact the following business:

ORDINARY BUSINESS:

• 1, To receive, consider and adopt the audited Financial Statements of the Company for the Financial Year ended on March 31, 2021 together with the Reports of the Board of Directors' and Auditors' thereon including the audited consolidated financial statements of the Company for the year ended on March 31, 2021.
• To appoint a Director in place of Mr. Amit Mehta (DIN: 00073907) who retires by rotation and being eligible, offers himself for re-appointment.
• To declare Final Dividend of =5/- per Ordinary (Equity) share of = 10/- each for the financial year 2020-2021.

SPECIAL BUSINESS:

Ratification of Remuneration to Cost Auditor

Toa consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the consent of the Company be and is hereby accorded for the payment of remuneration of = 45000/- (Rupees Forty Five Thousand only) (Inclusive of all) plus applicable taxes, to M/s. Diwanji & Co., Cost & Managernent Accountants, Vadodara (Firm Registration No. 000339) appointed by the Board of Directors of the Company, ta conduct the audit of the cost records of the Company for the financial year 2021-22."

Re-appointment of Mr. G. S. Venkatachalam as an Executive Director

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197,198, 203 of the Companies Act, 2013, read with Schedule V and other applicable provisions of the Companies Act, 2013, and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and subject to any other approval/(s}) as may be necessary, in consideration of the recommendation of Nomination and Remuneration Committee and further approval of Board of Directors, the Company hereby approves the terms of re-appointment and remuneration of Mr. Govindarajapuram Seshadri Venkatachalam (DIN: 02205898) as an Executive Director of the Company for a further period of 3 (Three) years from February 07, 2021 to February 6, 2024, on terms and conditions and duties as set out in the agreement as placed before the memhers duly

initialed by the Chairman for the purpose of identification with liberty to the Board of Directors to alter and vary the terms and conditions of the said re-appointment as may be mutually agreed between the Board and Mr. Govindarajapuram Seshadri Venkatachalam, liable to retire by rotation."

"RESOLVED FURTHER THAT the remuneration and perquisites including the monetary value thereof as specified in the draft agreement may be varied, increased, expanded, enhanced, enlarged, widened or altered in accordance with the provisions relating to the payment of Managerial remuneration under the Companies Act, 2013 or any amendments thereof or reenactments thereof and that the aforesaid draft agreement between the Company and Mr. G. S. Venkatachalam be suitably amended to give effect to the same in such manner as may be agreed to between the Board and Mr, G. S, Venkatachalam, subject to the condition that the remuneration shall not be exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof."

"RESOLVED FURTHER THAT Mr. Amit M. Mehta, Executive Chairman of the Company be and is hereby authorized te enter into an agreement on behalf of the Company with Mr. G. S. Venkatachalam in terms of the aforesaid draft agreement with modifications if any, and that the common seal of the Company be affixed thereto in the presence of Mr. Amit M. Mehta, Executive Chairman of the Campany."

"RESOLVED LASTLY THAT the Board of Directors of the Company (including Committee(s) of the Board), be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution in the manner most beneficial to the company."

1. Appointment of Mr. Rajendra Chhabra as Non-Executive Directorin the category of Professional Director and to approve payment of fees/compensation

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of regulation 17(6)(a) of the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, Companies Act, 2013 read with rules made there under (including any statutory modifications or re-enactment thereof for the time being in force), if any, and subject to any other approval/(s) as may be necessary, in consideration of the recommendation of Nomination and Remuneration Committee and further approval of Board of Directors, the Company hereby approves the term of appointment of Mr. Rajendra Chhabra as Non-Executive Director in the category of Professional Director on the Board of the Company for the period of 3 years w.e.f. November 06, 2020 with such consulting fees/compensation as may be agreed by and between Board and Mr. Chhabra, and whose term shall be liable to retire by rotation."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters as may be deemed necessary and expedient in this regard."

1. To approve Remuneration already paid to Mr. Rajendra Chhabra as Non-Executive Director in the category of Professional Director exceeding fifty per cent of the total Remuneration/compensation/feespayable to all the Non-Executive Director of the Company for the financial year 2020-21

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to Regulation 17(6)(ca) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations,2015 including any amendment, modification, variationor re-enactment thereof for the time being in forceand other applicable provisions, if any, of the Companies Act,2013 the consent of the members be and is hereby accorded for the remunation/compensation/fees paid to Mr. Rajendra Chhabra as Professional Director starting with effect from November 6, 2020 to March, 31 2021 which is exceeding fifty per cent of the total remuneration paid to all other Non-Executive Directors of the Company for that year."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters as may be deemed necessary and expedient in this regard."

1. To approve payment of Remuneration of Mr. Rajendra Chhabra as Non-Executive Director in the category of Professional Director exceeding fifty per cent of the total Remuneration/compensation/fees payable to all other Non-Executive Director of the Company for the financial year 2021-22

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to Regulation 17(6)(ca) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 including any amendment, modification, variation or re-enactment thereof for the time being in force and other applicable provisions, if any, of the Companies Act,2013 the consent of the members be and is hereby accorded for the remuneration/compensation/fees payable to Mr. Rajendra Chhabra as Professional Director for the financial year 2021-22, which may be exceeding fifty per cent of the total remuneration paid to all other Non-Executive Directors of the Company for the said period."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters as may be deemed necessary and expedient in this regard."

9. Commission to Non-Executive Directors

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution.

"RESOLVED THAT pursuant to the provisions of Section 197, 198 and all other applicable provisions, if any, of the Companies Act, 2013, Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Schedule V of the Companies Act, 2013, and Regulation 17(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to all the statutory permissions, sanctions and approvals of any statutory authority(ies), as may be

necessary, approval of the Company be and is hereby accorded for payment of Commission to the Director(s) of the Company who are not in the whole time employment of the Company, in accordance with and upto the limits laid down under provisions of section 197 of the Act, computed in manner specified in the Act, for a period of 5 (Five) years from the financial year commencing from 1% April, 2021, in such manner and upto such extent as the Nomination and Remuneration Committee of the Board may, from time to time, determine."

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board and /or Nomination and Remuneration Committee constituted by the Board be and are hereby authorized to take all actions and do all such deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard."

10. To approve 'DACL - Employees Stock Option Plan 2021'

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 62 (1) (b) of the Companies Act, 2013 ("the Act') and the Companies (Share Capital and Debentures) Rules, 2014 and other applicable

provisions, if any, of the Act, including any statutory modification(s) or re-enactment of the Act for the time being in force and in accordance with the provisions of the Memorandum and Articles of Association of the Company and the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 including any modifications thereof or supplements thereto ("the SEBI SBEB Regulations"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI LODR Regulations"), the Listing Agreement entered into with the Stock Exchange where the securities of the Company are listed and any other applicable laws for the time being in force and subject to such other consents, permissions, sanctions and approvals which may be agreed by the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include the Nomination and Remuneration Committee}, consent of the Shareholders be and is hereby accorded to introduce and implement the 'DACL - Employees Stock Option Plan 2021' ("ESOP - 2021") the salient features of which are detailed in the Explanatory Statement to this Notice and to create, grant, offer, issue and allot at any time in one or more tranches to or for the benefit of such person(s) who are in the permanent employment of the Company, whether working in India or outside India, including Director of the Company, whether Whole-time director or not, but excluding Promoter, Promoter group and independent Directors and such other persons as may from time to time be allowed to be eligible for the benefit under the provisions of applicable laws and Regulations prevailing from time to time (hereinafter collectively referred to as "Employees") selected on the basis of criteria decided by the Board under the ESOP-2021, such number of stock options convertible into Equity Shares of the Company ("Options"), in one or more tranches, not exceeding 2,00,000 (Two Lakhs) equity shares of face value of % 10/ each (Rupees Ten), at such price and on such terms and conditions as may be fixed or determined by the Board in accordance with the ESOP-2021, and all provisions of applicable laws."

"RESOLVED FURTHER THAT the Scheme may also envisage provisions for providing financial assistance to the Eligible Employees to enable them to acquire, purchase or subscribe to the said Securities of the Company in accordance with the provisions of the Act/Regulations."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot Equity Shares directly to the eligible Employees upon exercise of Options from time to time in accordance with the ESOP-2021 and such equity shares shall rank pari-passu in all respects with the then existing equity shares of the Company."

"RESOLVED FURTHER THAT in case of any corporate action(s} such as rights issues, bonus issues, merger and sale of division or other re-organisation of capital structure of the Company, as applicable from time to time, if any additional equity shares are issued by the Company for the purpose of making a fair and reasonable adjustment to the Stock Options granted earlier, the above ceiling shall be deemed to be increased to the extent of such additional equity shares issued."

"RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or consolidated, then the number of equity shares to be issued and allotted on exercise of Options granted under the ESOP-2021 and the exercise price of Options granted under the ESOP-2021 shall automatically stand augmented or reduced, as the case may be, in the same proportion as the present face value of = 10/- per equity share bears to their revised face value of the equity shares of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the employees who have been granted Stock Options under the ESOP-2021."

"RESOLVED FURTHER THAT without prejudice to the generality of the above the Board, which includes the Nomination and Remuneration Committee is authorised to formulate, evolve, decide upon and implement the ESOP-2021, determine the detailed terms and conditions of the aforementioned ESOP-2021 including but not limited to the quantum of the Options to be granted per employee, the number of Options to be granted in each tranche, the terms or combination of terms subject to which the said Options are to be granted, the exercise period, the vesting period, the vesting conditions, instances where such Stock Options shall lapse and to grant such number of Options, to such employees of the Company, at price, at such time and on such terms and conditions as set out in the ESOP-2021 and as the Board or the Nomination and Remuneration Committee may in its absolute discretion think fit."

"RESOLVED FURTHER THAT the Nomination and Remuneration Committee be designated as the Compensation Committee in accordance with Regulation 5(1) of the SEBI SBEB Regulations for the purposes of administration of ESOP-2021."

"RESOLVED FURTHER THAT the Board is hereby authorised to make any modifications, changes, variations, alterations or revisions in the ESOP-2021 as it may deem fit, from time to time or to suspend, withdraw or revive the ESOP-2021 from time to time, in conformity with applicable laws, provided such variations, modifications, alterations or revisions are not detrimental to the interests of the Employees."

"RESOLVED FURTHER THAT the Board shall take necessary steps for listing of the Equity Shares allotted under the ESOP-2021 on the Stock Exchanges, where the Shares of the Company are listed in accordance with the provisions of the SEBI SBEB Regulations, the SEBI LODR Regulations and other applicable laws and regulations."

"RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient or proper and to settle all questions, difficulties or doubts that may arise in relation to formulation and implementation of the ESOP-2021 at any stage including at the time of listing of the equity shares issued herein without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any powers conferred herein to Nomination and Remuneration Committee or such other Committees, with power to sub-delegate to any Executives/Officers of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings etc., as may be necessary in this regard."

11. To extend approval of 'DACL - Employees Stock Option Plan 2021' to the employees of Holding Company and its Subsidiary Company (ies)

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 62 (1) (b) of the Companies Act,2013 ("the Act") and the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the Act, the Securities and Exchange Board Of India (Share Based Employee Benefits) Regulations, 2014 including any modifications thereof or supplements thereto ("the SEBI SBEB Regulations"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI LODR Regulations"), the Listing Agreement entered into with the Stock Exchanges where the securities of the Company are listed and any other applicable laws for the time being in force and subject to such other consents, permissions, sanctions and approvals as may be necessary and subject to such consents, permissions, sanctions and approvals which may be agreed to by the Board of Directors of the Company (hereinafter referred to as "the Board", which term shall be deemed to include any Committee including the Nomination and Remuneration Committee to exercise the powers conferred by this Resolution), consent and approval of the Shareholders be and is hereby accorded to extend the benefits of 'DACL - Employees Stock Option Plan 2021' ("ESOP- 2021") proposed in the resolution number 10 above to such persons who are in the permanent employment of the Holding Company and its subsidiary company(ies) (whether now or hereafter existing, whether incorporate din India or overseas as may be from time to time be allowed under the prevailing laws, rules and regulations and / or any amendments thereto from time to time), whether working in India or out of India and to the directors of the Holding Company or its Subsidiary Companies, and to such other persons as may from time to time be allowed, under prevailing laws, rules and regulations, and/or amendments thereto from time to time, on such terms and conditions as may be dedded by the Board, and selected on the basis of criteria prescribed by the Board, at such price or prices in one or more tranches and on such terms and conditions, as may be fixed or determined by the Board in accordance with the ESOP— 2021."

"RESOLVED FURTHER THAT for the purpose of creating, offering, issuing, allotting and listing of the Securities, the Board be authorized on behalf of the Company to make any modifications, changes, variations, alterations or revisions in the ESOP— 2021 from time to time or to suspend, withdraw, or revive ESOP— 2021 from time to time, provided such variations, modifications, alterations or revisions are not detrimental to the interests of the Employees."

"RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be authorized to determine terms and conditions of issue of the Securities and do all such acts, deeds, matters and things as it may, in its absolute diswetion, deem necessary for such purpose and with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard without requiring to secure any further consent or approval of the Shareholders of the Company."

12. Grant of Options to issue securities equal to or exceeding One per cent but not exceeding Two per cent of the issued Capital of the Company during any One financial year to identified employees under DACL - Employees Stock Option Plan 2021

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013, the Memorandum and Articles of Association of the Company, Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions and notwithstanding ceiling limit for Grant of Option during any one Financial Year to any employee or director of the Company and its Holding Company or its Subsidiary Company not exceeding One per cent of the issued Capital of the Company, consent of the Shareholders be and is hereby accorded for Grant of options to identified employees under 'DACL - Employees Stock Option Plan 2021 (ESOP — 2021) during any One year, equal to or exceeding One per cent but not exceeding Two per cent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of Grant of option in one or more tranches, on such terms and in such manner as stated in 'DACL - Employees Stock Option Plan 2021'."

Place: Mumbai Date: June 16, 2021 CIN NO: L24110GJ1976PLC002905 REGISTERED OFFICE: Plot No.13, PCC Area, By Order of the Board P.O. Petrochemicals, Vadodara —391 346 Hemaxi Pawar

Company Secretary Membership No.: A52581

NOTES:

L. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020 and January 13, 2021 (collectively referred to as "MCA Circulars") permitted the helding of the

Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEB| Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM.

• 2 Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / QAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment cf proxies by the Members will not be available for the AGM and therefore the Proxy Form and Attendance Slip are not annexed to this Notice.
• 1. Participation of members through VC / OAVM will be reckoned for the purpose of quorum for the AGM as per section 103 of the Companies Act, 2013 ("the Act").
• 1. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution / Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution / Authorization shall be sent by email through its registered email address to the Company at secretarial @dacl.co.in
• 1. Registration of email ID and Bank Account details:

In case the shareholder's ernail ID is already registered with the Company / its Registrar & Share Transfer Agent "RTA"/ Depositories, log in details for e-voting are being sent on the registered email address.

In case the shareholder has not registered his/her/their email addresses with the Company / its RTA/ Depositories and or not updated the Bank Account mandate for receipt of dividend, the following instructions to be followed:

• (i) Kindly log in to the website of our RTA, Link Intime India Private Limited, www linkintime.co.in under Investor Services > Email/Bank detail Registration - fill in
• (ii) In the case of Shares held in Demat mode: The shareholder may please contact the Depository Participant ("DP") and register the email address and bank account details in the demat account as per the process followed and advised by the DP.
• 1. The Explanatory Statement, for Item No. 4 te 12 pursuant to Section 102 of the Companies Act, 2013, is annexed hereto and forms part of this notice. The relevant details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, of persons seeking appointment / re-appointment as Directors under Item No. 2, 5 & 6 of the Notice, are also annexed.

• The Register of Members and the Share Transfer Bocks of the Company will remain closed from July 14, 2021 to July 20, 2021 (both days inclusive).
• In case af joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
• Relevant documents, reports, orders, notice or other papers referred to in the accompanying Notice will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection on all working days without any fee by the members fromm the date of circulation of this Notice up to the date of AGM, i.e. July 20, 2021. Members seeking to inspect such documents can send an email to [email protected] at least 48 hours before the date of Annual General Meeting.
• 1. Pursuant to applicable provisions of the Companies Act, 2013, as applicable from time to time, the arncunt of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the Unpaid Dividend Account of the Company is required to be transferred to Investor Education and Protection Fund established by the Central Government. The Company during the year has transferred the unclaimed dividend amount of Final Dividend for the financial year 2012-13 ta the Investor Education and Protection Fund of the Central Government. A sum of = 1,06,643/- has been transferred to the Investor Education and Protection Fund in the year 2020 towards unclaimed/unpaid dividend for the Final Dividend for the financial year 2012-13.

The Company had not declared any dividend in FY 2013-14 to FY 2015-16 so no dividend will be transferred to IEPF For FY 2020-21. Further, Members who have not claimed their dividend from the financial year 2016-17 till date are requested to claim their unclaimed dividend. Members who have not en-cashed their above Dividend Warrants may approach to the Company / RTAimmediately for revalidation.

• 1. To avoid loss of dividend warrants/DDs in transit and undue delay in respect of receipt of dividend warrants/DDs the Company has provided a facility to the Members for remittance of dividend through the National Electronic Clearing System (NECS)/National Automated Clearing House (NACH). It is in Members interest to avail NECS/NACH facility as it is quick and much convenient way of getting dividend directly in your bank account. Members desirous of availing NECS/NACH facility are requested to submit bank particulars in ECS Mandate Form to the company's Registrar and share Transfer Agent. The format is available on the website of the Company at www.dacl.co.in or update bank details as mentioned in point no.5 of Notes.
• 1. As per Section 124(6) of the Act read with the IEPF Rules as amended, all the shares in respect of which dividend has remained unpaid / unclaimed for seven consecutive years or more have been transferred to the IEPF Account.

• 1. In the event of transfer of shares and the unclaimed dividends to IEPF, members are entitled to claim the same from IEPF by submitting an online application in the prescribed Form |EPF-5 available on the website www.iepf.gov.in and sending a duly signed physical copy of the same to the Company along with the requisite documents enumerated in Form IEPF-5. Members can file only one consolidated claim ina financial year as per the IEPF Rules.
• 14, The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are required to submit their PAN to their Depository Participants and Members holding shares in physical form shall submit their PAN to Company's Registrar & Share Transfer Agent or to the Company Secretary at the registered office of the Company.
• 1. Members are requested to notify immediately: (a) Any change in their residential address. (b) Income-tax Permanent Account Number (PAN). (c) Bank details - Name and address of the bank; A/c No.; type of A/c
• 1. Non-Resident Indian Shareholders are requested to inform the Company immediately: (i) The change in the Residential Status on return to India for permanent settlement; (ii) The particulars of NRE Bank Account maintained in India with complete name and address of the Bank, if not furnished earlier.
• 1. Members seeking any information or clarification on the Accounts and operation of the Company are requested to send email on [email protected] te the Company, at least ten days before the date of the Annual General Meeting. Replies will be provided in respect of such queries received only at the meeting.
• 1. Members are requested to address their communications regarding transfer of shares in Demat, change of address, dividend mandates, etc. quoting their folio number(s) to the Company's Registrar & Transfer Agent:

M/s. Link Intime India Pvt. Ltd. B-102 & 103, Shangrila Complex, First Floor, Opp. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara — 390 020. Te. (0265) 2356573 , 6136000 Email: [email protected]

1. The Company will not entertain any direct request from Members for deletion/change in the bank account details furnished by Depository Participants to the Company.

• 1. SEBI, vide its Circular No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018, amended Regulation 40 of SEB! Listing Regulations pursuant to which after March 31, 2019 transfer of securities could not be processed unless the securities are held in the dematerialized form with a depository. Members holding shares in physical form are requested to dematerialize their holdings at the earliest as it will not be possible to transfer shares held in physical mode as per extension of the deadline announced by SEBI.
• 21, Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to Registrar and Share Transfer Agent, for consolidation into a single folio. The share certificates will be returned to the members after making requisite changes thereon.
• 1. As per the provisions cf Section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in physical form may file nomination in the prescribed Form SH-13 with the Company's Registrar and Share Transfer Agent. In respect of shares held in Demat form; the nomination form may be filed with the respective Depository Participant.
• 1. The Company has made bonus issue of equity shares at the AGM held on 12" July, 2011, and has made an allotment of Bonus shares on 21.07.2011 to the shareholders, who were eligible. Pursuant to Clause 5{A) of the erstwhile Listing agreement, shares which are unclaimed after necessary reminders given to the shareholders have already been credited to "Demat Suspense Account". Hence, the Company requests such shareholders, wha have not yet claimed such bonus shares, that they communicate the Company's RTA and claim such shares at their end.
• 1. As per sub clause F of Schedule V of SEB! (Listing Obligation and Disclosure Requirements) Regulation, 2015 the Company shall disclose the following details in its Annual Report, as long as there are shares in the suspense account:
• {i) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year; 940 Shareholders & 26,181 shares
• tii) Number of shareholders who approached issuer for transfer of shares from suspense account during the year:
  • ® 2Shareholders & 41 shares (as per request received)
  • e 842 Shareholders & 22,837 Shares (Transferred to IEPF Authority whose Shares are unclaimed since seven years after due process)
• tii) Number of shareholders to whom shares were transferred from suspense account during the year:
  • s 2Shareholders & 41 shares (as per request received)
  • e 842 Shareholders & 22,837 Shares (Transferred to |EPF Authority whose Shares are unclaimed since seven years after due process)

• {iv) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year; 96 Shareholders & 3303 shares
• {v) That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
• 1. In line with the measures of Green Initiative, Companies Act, 2013, provides for sending notice of the meeting along with annual report to the Members through electronic mode. Members helding shares in physical mode are requested to register their e-mail Id's with the Company/RTA/as procedure mentioned in point no.-5 of Notes. Members holding shares in dematerialised mode are requested to register their e-mail Id's with their respective DPs. If there is any change In the e-mail id already registered with the Company/RTA, Members are requested to immediately notify such change to the Company/RTA in respect of shares held in physical form and to DPs in respect of shares held in electronic form.

In compliance with the provisions of Section 108 of the Companies Act, 2013, and in accordance with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has fixed July 13, 2021 as the "cut-off date" ta determine the eligibility to vote by electronic means or in the general meeting, A person whose name is recorded in the register of "remote e-voting" (e-voting from a place other than venue of the AGM), to enable them to cast their votes at the 45" Annual General Meeting (AGM) and the business at the 45" AGM may be transacted through such voting. The Company has entered into an agreement with Link Intime India Private Limited (LIIPL) for facilitating e-voting to enable all its Shareholders to cast their vote electronically.

The facility for voting during the AGM will also be mace available. Members present in the AGM through VC/ OAVM and who have not casted their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible ta vote through the e-voting system during the AGM.

The Company has appointed Mr. Sandip Sheth (Mem No. 5467) or failing him Mr. Prashant Prajapati (Mem No. 32597) of M/s. Sandip Sheth & Associates, the firm of Company Secretaries in whole time practice, as the Scrutinizer for conducting the remote e-voting and the voting process at the AGM ina fair and transparent manner. The Scrutinizer shall make a consolidated Scrutinizer's report of the total votes cast in favour or against, if any, during the remote e-voting and voting at the AGM, not later than 48 hours from the conclusion of the meeting, to the Chairman or a person, authorised by him in writing. The Chairman or a person, authorised by him in writing, shall declare the results of the AGM forthwith. The results declared along with the Scrutinizer's report shall be placed on the Company's website and on the website of LIIPL and shall be communicated to the Stock Exchanges,

1 In compliance with the provisions of section 108 of the Act and the Rules framed thereunder, the Members are provided with the facility to cast their vote electronically,

through the e-voting services previded by Link Intime India Private Limited, on all resolutions set forth in this Notice.

THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE VOTING ARE AS UNDER:

• e ©The voting period begins on July 13, 2021 at 9:00 a.m. and ends on July 19, 2021 at 5:00 p.m. During this period, shareholders' of the Company, holding shares either in physical form aor in dematerialized form, as on the cut-off date of July 13, 2021, may cast their vote electronically. The e-voting module shall be disabled by Link Intime India Private Limited for voting thereafter.
• e = Shareholders whe have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

Pursuant to SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode can vote through their demat account maintained with Depositories and Depository Participants only post 9" June, 2021.

Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode/ physical made is given below:

Diamines and Chemicals Limited CIN NO: L24110GJ1976PLC002905 Login Method Type of shareholders Individual If you are already registered for NSDL IDeAS facility, please visit the e e Shareholders Services website of NSDL. Open web browser by typing the following holding URL: https://eservices.nsdl.com either on a Personal Computer or on a demat securities in mode with NSDL mobile. Once the home page cf e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password, After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting periad or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or click https: //eservices.nsdl.com/SecureWeb/ldeasDirectReg. jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: hitps://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile, Once the home page of e-Voting system is under launched, "Login" which available on the icon click is 'Shareholder/Member' section. A new screen will open. You will have
	Diamines
	at
hold with NSDL}, Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.		to enter your User ID (i.e. your sixteen digit demat account number

Diamines and Chemicals Limited CIN NO: L24110GJ1976PLC002905		Diamines
Individual Shareholders holding demat securities in mode with CDSL	Existing user of who have opted for Easi / Easiest, they can login « through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for Easi users, Easiest login are to to / httos://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. e = After successful login of Easi / Easiest the user will be also able to see the E-Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL, KARVY, LINK NTIME, CDSL. Click on e-Voting service provider name to cast your vote. 6 f the user is not registered for Easi/Easiest, option to register is e available https://web.cdslindia.com/myeasi./Registration/EasiRegistration at e = Alternatively, the user can directly access e-Voting page by providing Number demat Account PAN and from No. link a _ in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the derr.at Account. After successful authentication, user will be provided links for the respective ESP where the E Voting is in progress.
Individual Shareholders (holding demat securities in mode) & login through their depository participants	You can also login using the login credentials of your demat account ® through your Depository Participant registered with NSDL/CDSL for e Voting facility. Once login, you will be able to see e-Voting option. Once you click on e «= Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vate during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders holding securities in Physical mode evoting & Provider service is LINKINTIME,	1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in > Click on "Sign Up" under 'SHARE HOLDER' tab and register with your following details: - User ID: Shareholders/ members holding shares in physical form shall A. provide Event No + Folio Number registered with the Company. PAN: Enter your 10-digit Permanent Account Number {PAN) (Members B, who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

Diamines and Chemicals Limited CIN NO: L24110GJ1976PLC002905
		Diamines
	DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) C. (As recorded with your DP / Company - in DD/MM/YYYY format)
	Bank Account Number: Enter your Bank Account Number (last four D. digits), as recorded with your DP/Company.
	Shareholders/ members holding shares in physical form but have not e recorded 'C' and 'D', shall provide their Folio number in 'D' above
	» Set the password of your choice (The password should contain minimum & characters, at least one special Character (@!#5&*}, at least one numeral, at least one alphabet and at least ane capital letter).
	> Click "confirm" (Your password is now generated).
	2. Click on 'Login' under "SHARE HOLDER' tab. 3. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on 'Submit'.
	4, After successful login, you will be able to see the notification for e-voting. Select 'View' icon. 5. E-voting page will appear.
	6. Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
	7. After selecting the desired option i.e. Favour / Against, click on 'Submit'. A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', alse to change your vote, click on 'No' and accordingly modify your vote.
Institutional shareholders:
	Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as 'Custodian / Mutual Fund / Corporate Body'. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the 'Custodian / Mutual Fund / Corporate Body' login for the Scrutinizer to verify the same.
have forgotten the password:	Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME,
© © 'Submit',	Click on 'Login' under 'SHARE HOLDER' tab and further Click 'forgot password?' Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on
e registered e-mail address.	Incase sharehalders/ members is having valid email address, Password will be sent to his / her

Institutional shareholders:

• © Click on 'Login' under 'SHARE HOLDER' tab and further Click 'forgot password?'
• © Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on 'Submit',
• e Incase sharehalders/ members is having valid email address, Password will be sent to his / her registered e-mail address.

CIN NO: L24110GJ1976PLC002905

• e =©Shareholders/ members can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.
• e The password should contain minimum 8 characters, at least one special character (@!#S&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the password:

• e Shareholders / members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depasitory/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular "Event".

Helpdesk for Individual Shareholders holding securities in demat mode:

Diamines and Chemicals Limited CIN NO: L24110GJ1976PLC002905	ts	Diamines
e four digits) etc. as mentioned above.	=©Shareholders/ members can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last
e	The password should contain minimum 8 characters, at least one special character (@!#S&*), at least one numeral, at least one alphabet and at least one capital letter.
password:	Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the
Shareholders / members who are unable e Forget Password User ID and participants website.	to retrieve User ID/ Password are advised to use Forget available at abovementioned depasitory/ depository option
> care to keep your password confidential. > voting on the resolutions contained in this Notice. >	It is strongly recommended not to share your password with any other person and take utmost For shareholders/ members holding shares in physical form, the details can be used only for During the voting period, shareholders/ members can login any number of time till they have
voted on the resolution(s) for a particular "Event". Helpdesk for Individual Shareholders holding securities in demat mode:
	In case shareholders/ members holding securities in demat mode have any technical issues related to
Login type	login through Depository i.e, NSDL/ CDSL, they may contact the respective helpdesk given below: Helpdesk details
Shareholders Individual	holding Members facing any technical issue in login can contact NSDL securities in demat mode with NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk sending request by at a [email protected] or contact at 022- 23058738 or 22-23058542-43.
Helpdesk for Individual Shareholders holding evoting service Provider is LINKINTIME.	Institutional shareholders & physical mode/ securities in
[email protected] or contact on: - Tel: 022 -4918 6000.	In case shareholders/ members holding securities in physical mode/ Institutional shareholders have any queries regarding e-voting, they may refer the Frequently Asked Questions ('FAQs') and InstaVote e Voting manual available at https://instavote. linkintime.co.in, under Help section or send an email to
	Process and manner for attending the Annual General Meeting through InstaMeet:
(VC/OAVM) are as under:	Instructions for Shareholders/Members to attend the Annual General Meeting through InstaMeet
	Shareholders/Members are entitled to attend the Annual General Meeting through VC/OAVM provided by Link Intime by following the below mentioned process. Facility for joining the Annual General

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders & evoting service Provider is LINKINTIME.

Process and manner for attending the Annual General Meeting through InstaMeet:

Meeting through VC/OAVM shall open 15 minutes before the time scheduled for the Annual General Meeting and will be available to the Members on first come first serve basis.

Shareholders/Members are requested to participate on first come first serve basis as participation through VC/ OAVM is limited and will be closed on expiry of 15 (fifteen) minutes from the scheduled time of the Annual General Meeting. Shareholders/Members with >2% shareholding, Promoters, Institutional Investors, Directors, KMPs, Chair Persons of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Auditors etc. may be allowed to the meeting without restrictions of first-come-first serve basis. Members can log in and join 15 (fifteen) minutes prior to the schedule time of the meeting and window for joining shall be kept open till the expiry of 15 (fifteen) minutes after the schedule time. Participation is restricted upto 1000 members only. Shareholders/ Members will be provided with InstaMeet facility wherein Shareholders/ Member shall register their details and attend the Annual General Meeting as under:

1. Open the internet browser and launch the URL: https://instameet.linkintime.co.in

2. Select the "Company" and 'Event Date' and register with your following details: -

3. A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folia Na
4. » Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID
5. * Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID
6. * Shareholders/ members holding shares in physical farm shall provide Folio Number registered with the Company

B, PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/Company shall use the sequence number provided to you, if applicable.

• €. Mobile No.: Enter your mobile number.
• D. Email ID: Enter your ernail id, as recorded with your DP/Company.

Click "Go to Meeting" (You are now registered for InstaMeet and your attendance is marked for the meeting).

Please refer the instructions (annexure) for the software requirements and kindly ensure to install the same_on the device which would be used to attend the meeting. Please read the instructions carefully and participate in the meeting. You may alsa call upon the InstaMeet Support Desk for any support on the dedicated number provided to you in the instruction/ InstaMEET website.

Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:

1. Shareholders/Members who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request mentioning their name, demat

account number/folio number, email id, mobile number at [email protected] from July 14, 2021 (9.00 a.m. IST) to July 17,2021 (5.00 p.m. IST). Shareholders/ Members, who would like to ask questions, may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.

• 1. Shareholders will get confirmation on first cum first basis depending upon the provision made by the company.
• 1. Shareholders will receive "speaking serial number" once they mark attendance for the meeting.
• Other shareholder may ask questions to the panellist, via active chat-board during the meeting. +
• 1. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Note:

Those shareholders/members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Annual General Meeting.

Instructions for Shareholders/Members to Vote during the Annual General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer/maderator during the meeting, shareholders/ members who have not exercised their vote through the remote e-vating can cast the vote as under:

• Pp On the Shareholders VC page, click on the link for e-Voting "Cast your vote"
• 1. Enter your 16 digit Demat Account No. / Folic No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on 'Submit'.
• 1. After successful login, you will see "Resolution Description" and against the same the option "Favour/ Against" for voting.
• 1. Cast your vote by selecting appropriate option i.e. "Favour/Against" as desired. Enter the number of shares {which represents no. of votes) as on the cut-off date under 'Favour/Against'.
• 1. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on "Save". A confirmation box will be displayed. If you wish to confirm your vote, click on "Confirm", else to change your vote, click on "Back" and accordingly modify your vote.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligisle to vote again during the meeting.

Sharehelders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Sharehelders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting,

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due ta fluctuation in their network. It is therefore recommended ta use stable Wi-Fl or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet @linkintime.co.in or contact on: - Tel: 022-49186175.

Annexure

Guidelines to attend the AGM proceedings of Link Intime India Pvt. Ltd.: InstaMEET

For a smooth experience of viewing the AGM proceedings of Link Intime India Pvt. Ltd. InstaMEET, shareholders/ members who are registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as under:

a) Please download and install the Webex application by clicking on the link https://www.webex.cam/downloads.html/

Diamines and Chemicals Limited CIN NO: L24110GJ1976PLC002905

b) If you do not want to download and install the Webex application, you may join the meeting by following the process mentioned as under:

oa
a

Other Instructions:

The remote e-voting period commences on Friday, July 16, 2021 (9.00 a.m. IST) and ends on Monday, July 19, 2021 (5.00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, a5 on July 13, 2021, may cast their vote electronically. The e-voting module shall be disabled by Link Intime India Private Limited for voting thereafter. Once the vote on a resolution is cast by the Member, he shall not be allowed to change it subsequently.

• il. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on July 13, 2021.
• iti. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

Place: Mumbai Date: June 16, 2021 CIN NO; L24110GJ1976PLC002905 REGISTERED OFFICE: Plot No.13, PCC Area, By Order of the Board P.O. Petrochemicals, Vadodara —391 346 Hemaxi Pawar

Company Secretary Membership No.: AS52581

ANNEXURE TO THE NOTICE

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

ITEM NO. 2:

Mr. Amit Mehta retires by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for reappointment.

Mr. Amit Mehta was the Vice Chairman of the Company since March 14, 2001. He was appointed as Chairman w.e.f. Decernber 03, 2019 and as an Executive Chairman w.e.f. April 01, 2020. He is also one of the Promoters of the Company. Mr. Amit Mehta aged 66 years, is a successful businessman, having over 40 years' of experience in the business of chemicals. His skills and knowledge is of immense help to the Company in achieving desired sales target and in maintaining cordial relations with customers at large.

Mr. Amit Mehta holds 12,37,726 equity shares in the Company. Mr. Amit Mehta holds directorship in the following companies;

• 1. Perfo Chem (1) Private Limited
• 1. 1. Amit Speciality Chemicals Private Limited
• 1. Insight Health Scan Private Limited
• 1. Topnotch Reality Private Limited
• 1. Hi-End Property Developers LLP
• 1. Reaxa Chemistry solution LLP
• 1. Pinami Reality Private Limited
• 1. Mohar Properties & Trading LLP
• 1. Finorga (|) Private Limited
• 1. Value E-Healthcare Limited
• 1. Global Local Lifestyle Services Private Limited
• 1. Tomorrowland Apparels Private Limited
• 1. Sadhana Nitro Chem Limited
• 1. Fyra Insights Private Limited
• 1. DACL Fine Chem Limited

It will be in the interest of the Company that Mr. Amit Mehta continues as Director of the Company. Mr. Amit Mehta is interested in this resolution since it relates ta his reappointment.

Resolution placed at item no. 2 of the notice is recommended for approval of the Shareholders as ordinary resolution.

No Director, key managerial personnel or their relatives, except Mr. Amit Mehta, to whom the resolution relates, are interested or concerned in the Resolution.

ITEM NO. 4: Ratification of Remuneration to Cost Auditor

The Board of Directors of the Company on the recommendation of the Audit Committee approved the appointment and remuneration of M/s. Diwanji & Co., Cost & Management Accountants, to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2022.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a){ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be ratified by the Members of the Company. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditors for the year 2021-22 as set out in the Resolution for the aforesaid services to be rendered by them.

The Board of Directors accordingly recommends the passing of this resolution. None of the Directors, Key Managerial Personnel of the Company or their relatives, is in any way concerned or interested in the said resolution.

ITEM NO. 5: Re-appointment of Mr. G. 5. Venkatachalam as an Executive Director

Mr. Govindarajapuram Seshadri Venkatachalam was appointed as an Executive Director with effect from 7" February, 2015 for a period of 3 (Three} years Further he has been re-appointed with effect fram 7" February, 2018 for a period of 3 (Three) years. His term of appointment expired on 6" February, 2021, the board of directors of the company, in its meeting held on 6" November, 2020, re-appointed Mr. Govindarajapuram Seshadri Venkatachalam for a further period of 3 (Three) years from 7" February 2021 to 6" February 2024, on the remuneration and other terms & conditions as approved by the board, The Nomination and Remuneration Committee and Audit Committee has considered the matter and recommended the re-appointment of Mr. G. S. Venkatachalam to the Board, subject to the approval of members under the various applicable Sections of the Companies Act, 2013, read with Schedule V of the Companies Act, 2013. Mr. G. 5. Venkatachalam is a Chartered Accountant by profession; having more than 40 years of experience in his core area of competence i.e. Accounts and Finance and has wide exposure to domestic and international markets. The details of terms and conditions and the remuneration payable to Mr. G. 5. Venkatachalam, as an Executive Director as contained in the draft agreement to be placed befare the members for their approval are set out below:

• a) Basic Salary: Inthe range on = 3,00,000/-to = 5,00,000/- Per Month with authority to the Board of Directors to revise it from time to time.
• b) House Rent Allowance: Not exceeding 40% of the salary per month.
• c) Medical reimbursement: Reimbursement of actual medical expenses/ premium on Mediclaim Policy incurred for self and family not exceeding = 48, O0O/- per annum.
• d) Leave Travel Concession: Reimbursement of actual expenses for self and family once in a year to and fro to any place not exceeding = 54,000/- per annum.
• €) Use of company car with driver or alternatively reimbursement of car expenses including petrol, maintenance, repairs & insurance.
• f} Company's contribution to Provident Fund as per rules of the company (not exceeding 12% p.m. of the basic salary).
• g) Gratuity as per rules of the company (not exceeding 4.81% p.m. of the Basic salary).
• h) Leave as per rules of the company, Leave with full pay and encashment of leave at the end of tenure.
• i} The Company shall pay commission on net profits at such percent to the Executive Director as determined by the Board from year to year provided that the total commission shall not exceed 1.00% of the net profits as calculated under the provisions

• 1. Divya Desh Tour & Travels LLP
• 1. Holidaywalas.com Travel LLP
• 1. DACL Fine Chem Limited

Diamines and Chemicals Limited CIN NO: L24110GJ1976PLC002905		ts amines Fs
of the Companies Act, 2013 or 50% cf the annual basic salary, whichever is lower. In the event of loss or inadequacy of profits, he shall be paid the above remuneration, except
commission on profits, provided that the total remuneration shall not exceed the
ceilings mentioned in Schedule V of the Companies Act, 2013.
Subject to supervision and control of the Board of Directors of the Company, Executive Director shall be in charge of affairs of the Company and exercise such functions and powers as may be entrusted to him by the Board of Directors from time to time.
The total aggregate of the remuneration paid to Mr. G. §. Venkatachalam shall not exceed double the limits as per Part Il of Section II of the Schedule V of the Companies Act, 2013 read with applicable Rules made thereunder.
In the event of loss or inadequacy of profits, he shall be paid the above remuneration, except commission on profits.
The Executive Director shall be entitled to be reimbursed in respect of actual expenses incurred by him (including travelling and entertainment etc.) for and on behalf of the company.
Mr. G § Venkatachalam holds 11,692 Equity Shares in the Company and he holds directorship / Partnership in the following companies;
Divya Desh Tour & Travels LLP
Holidaywalas.com Travel LLP DACL Fine Chem Limited
Statement containing information required to be given as per item (iv) of third proviso of Section II of part Il of Schedule V of the Companies Act, 2013.
GENERAL INFORMATION:
(1) Nature of Industry	situated No. Plot. at Petrochemicals, Vadodara — 391 346.	Manufacturing range of Ethylene amines at its factory Area, P.C.C P.O. 13,
{2) Date of commencement of	Existing Company and hence not applicable.
commercial production. {3} Incase of new Companies, expected date of commencement of activities as per project approved by financial institutions appearing in the	Existing Company and hence not applicable.
prospectus. {4} Financial Performance based on given Particulars		= in Lakhs
indicators. (As at 31° March 2021)	Turnover (Net Sales)	6281.71
	Operating Profit Net Profit/{Loss) Before	2770.48 2584.39

Diamines and Chemicals Limited

	Diamines and Chemicals Limited
	CIN NO: L24110GJ1976PLC002905
		Debt Equity Ratio	-
		Current Ratio	9.69 times
		Net Worth	8502.57
(5)	Export Performance		The Company has achieved export Turnover FOB value of = 153.68 Lakhs for the Financial Year ended on
(6)	Foreign Investments or collaborators,	31.03.2021. None
	if any. INFORMATION ABOUT THE APPOINTEE:
(	Background Details	about possesses 66 years, experience coré in his Independent Director an understanding profile on different business practices.	Mr. Govindarajapuram Seshadri Venkatachalam aged degree Bachelor's in Commerce from Mumbai University and also he is a Chartered Accountant, having more than 40 years of Competence area of i.e. Accounts & Finance. He is with company since 2008 as Company and the of appointed as an Executive Director with effect from 7" February, 2015 and re-appointed w.e.f. 7" February 2018 for a period of 3 (Three) years. Prior to this he has worked in various companies which exposed him to different corporate cultures and thus has enriched his human behavicr and of
(2)	Past Remuneration	& 47.61 Lakhs
(3) (4)	Recognition or Awards Job Profile and his suitability	None Company and assisted in the field of Account and Finance.	Mr. G S Venkatachalam as an Executive Director is responsible for the day to day management of the by Senior Executives. He is working under the superintendence and control of the Board of Directors. He is responsible for all the day to day activities of the Company. He has vast experience
(5)	Remuneration Proposed		As mentioned in the abstract of remuneration given in
(6)	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person.	the preceding paras. remuneration is commensurate with propased The experience appointee. and Mr. of the skills G Venkatachalam has been appointed as an Executive Director having superintendence and control of the Board of Directors of the Company to carry out such duties on day to day basis as entrusted to him. The remuneration proposed is in line with and prevailing in similar industry and having regard to the size of the Company.

Diamines and Chemicals Limited	F
CIN NO: L24110GJ1976PLC002905	Blanines
(7) Pecuniary relationship directly	Directors with Promoters directly/indirectly or He related not is
company, with indirectly the managerial relationship with the personnel, if any.	of the Company. or and/or
Ill, OTHER INFORMATION;
	(1) Reasons of loss or inadequate profits. Since last few years, the Company has witnessed adequate profitability hence this clause is not
	applicable.
(2) Steps taken or proposed to be taken for improvement	However, the Company continues to earn profit and hence there are no specific steps required to take but the Company continues its practice to better cost control, improving efficiency etc. Though the prices of
	raw materials and products are influenced by external factors, the company is also making all possible efforts to improve the margins.
profits in measurable terms.	(3) Expected increase in productivityand The Company is very conscious about improvement in undertakes constant measures productivity and to
	improve it. This will enable Company to improve its margin in coming years, and expects to continue to generate good margins from Chemical industry.
IV. DISCLOSURES:
	(1) The required disclosure to the shareholders of the Cempany about remuneration package of the managerial person and all elements of remuneration package such as salary, benefits, bonuses, stock options, pensions etc., of all the directors; details of fixed component and performance
	linked incentives along with the performance criteria; Service contract, notice period, severance fees; Stock option details, if any and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable has been made in the Annual Report
of the Company, wherever applicable.

Re-appointment of Mr, G S Venkatachalam as an Executive Director of the Company and payment of remuneration to him requires approval of the members as Special Resolution. The Company has not made any default in repayment of any of its debts (including public deposits) or debentures or interest payable thereon in terms of the proviso of clause (B) of Section II of Part Il of Schedule V of the Companies Act, 2013.

Consequently, the said resolution for re-appointment of Mr. G S Venkatachalam as an Executive Director for a period of three (3) years w.e.f. 7! February, 2021 on the remuneration as set out in the Agreement, requires approval of Members in General Meeting. Hence, your directors recommend the resolution for your approval.

Mr. GS Venkatachalam is not related to any Director or Promoters of the Company.

Necessary documents in this regard are available for inspection by the Members during business hours on any working day.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the aforesaid resolution except Mr. Govindarajapuram Seshadri Venkatachalam and recommend your acceptance thereof in the interest of the Company.

ITEM NO. 6: Appointment of Mr. Rajendra Chhabra as Non-Executive Director in the category of Professional Director and to approve payment of fees/compensation

Mr. Rajendra Chhabra was an independent Dire ctor of the company and he was holding this position in the company since March 14, 2001. He is a Practicing Chartered Accountant. Mr. Chhabra has vast knowledge in the field of Accounts and Finance. During his tenure since 2001, he has played very active and significant role in setting up the complete transparency and integrity in finance functions of the Company. Board felt that his knowledge, rich experience and strategic guidance has helped the Company to grow year by year and his continue guidance would be of immense benefit to the Company. The Board has appointed him as Non-Executive Director in the category of Professional Director for a period of 3 (Three) years with effect from 6" November, 2020, subject to approval of the members. The appointment of Mr Rajendra Chhabra as Non-Executive Director in the Category of Professional Director with consultation fees not exceeding the receipt of invoice raised by him on monthly basis and with mutual understanding between Board and Mr. Chhabra. He will continue as Non-Executive Director (NED).

Further, in terms of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, listed entity is required to obtain the approval of members for payment of fees or compensation.

The appointment and remuneration of Mr. Rajendra Chhabra was also recommended and reviewed by the Nomination and Remuneration Committee and Audit Committee of the Board subject to approval of the members. He has ceased to be Independent Director and appointed as a Professional Director after effecting change in designation and his term shall be liable to retire by rotation and eligible for the remuneration.

Mr. Rajendra Chhabra (DIN: 00093384)

Mr. Rajendra Chhabra was an independent Director of the company and he was holding this position in the company since March 14, 2001. He is a Practicing Chartered Accountant. Mr. Chhabra has vast knowledge in the field of Accounts and Finance. During his tenure since 2001, he has played very active and significant role in setting up the complete transparency and integrity in finance functions of the Company. The Board has appointed him as Non-Executive Director in the category of Professional Director for a period of 3 (Three) years with effect from 6' November, 2020.

Mr. Rajendra Chhabra holds 18,100 Equity shares in the company. He is also on the Board of the Value E-Healthcare Limited

Except Mr Rajendra Chhabra, being an appointee and his relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 6 of the accompanying Notice of the AGM. Mr. Rajendra Chhabra is not related to any Director of the Company.

ITEM NO. 7 & 8: Payment of Remuneration of Mr. Rajendra Chhabra as Non-Executive Director in the category of Professional Director exceeding ffifty per cent of the total Remuneration/compensation/fees payable to all other Non-Executive Director of the Company

In terms of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 listed entity is required to obtain the approval of members of the Company by way of Special Resolution for payment of remuneration to a single non-executive director exceeding 50% of the total remuneration payable to all non-executive directors. Mr. Rajendra Chhabra was an independent Director of the company and he was holding this position in the company since March 14, 2001. Heisa Practicing Chartered Accountant. Mr. Chhabra has vast knowledge in the field of Accounts and Finance. During his tenure since 2001, he has played very active and significant role in setting up the complete transparency and integrity in finance functions of the Company and hence to get the benefit of his vast experience and strategic guidance the Board of Directors has appointed him as a Professional Non Executive Directors with effect from 6** November, 2020, for immense benefit to the Company.

The Board has made his appointment as a Professional Director in the category of non executive director of the Company. The Company will pay him consultation fees upon raising invoice on monthly basis which may be mutually decided by the Board and Mr. Rajendra Chhabra and payment of such consultation fees may be exceeding fifty percent of the total commission/remuneration/compensation payable to all non executive Directors of the Company for the financial year 2021-22, requiring approval of members in terms of aforesaid provision.

His appointment was made by the Board of Directors with effect from 6' November, 2020 as a Professional Non Executive Director and he has been paid consultation fees upon receiving invoice till 31% March, 2021, which exceeded total remuneration paid to other non executive Directors of the Company.

It is therefore resolutions as contained in Item Nos. 7 & 8 are proposed for the approval of shareholders by way of special resolutions .The Board recommends the resolutions for the approval of Members of the Company.

None of the Directors except Mr. Rajendra Chhabra, Key Managerial Personnel and relatives thereof, are in any way concerned or interested, financially or otherwise, in the said resolutions.

ITEM NO.9: Commission to Non-Executive Directors

The Members had, at the Annual General Meeting of the Company held on September 19, 2016, passed an Special Resolution under Section 197 of the Companies Act, 2013, and approved the payment of commission to Non-Executive Directors of the Company, of a sum not exceeding one percent (1%) or three percent (3%) per annum of the net profits of the Company, calculated in accordance with the provisions of the Companies Act, 2013, subject to determination by the Board of Directors for each of the Non-Executive Directors for a period of five (5) years beginning with the financial year April 01, 2016. The approval was valid upto and including the financial year ended on March 31, 2021.

As per Regulation 17(6)(a) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, all fees / compensation payable to Non-Executive Directors, including Independent Directors shall require approval of the Members at the Annual General Meeting.

The current competitive business environment, stringent accounting standards and corporate governance norms require considerably enhanced levels of involvement of the Directors in the dedsion making process. The responsibility of the Directors has become more onerous and the Directors are required to devote more time and attention to the business of the Company. It is therefore, proposed to

CIN NO: L24110GJ1976PLC002905

continue the payment of commission to the Non-Executive Directors of the Company for a period of five (5) years commencing from the financial year beginning on April 01, 2021. The Board of Directors will determine each year, the amount to be paid as commission to the Non-Executive Directors which expression includes the Independent Directors which shall not exceed one percent (1%) or three person (3%) of the net profits of the Company for that year, as computed in the manner referred to in Section 198 of the Companies Act, 2013 and decided by the Board from time to time.

Hence, taking into account the responsibilities of the Directors, it is proposed that in terms of provisions of Section 197, 198 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V of the Companies Act, 2013, the Directors of the Company {Part — Time Directors, i.e. Other than the Independent Directors, Executive Director or the Whole Time Directors, if any} be paid, for each year of five financial years of the Company commencing 1st of April, 2021, remuneration not exceeding 1% per annum { one percent only } or 3% per annum (in the event the Company has no Managing/Whole time Director or Manager) of the net profits of the Company or such other percentages computed in accordance with the provisions of the Companies Act, 2013 and rules thereof. The remuneration will be distributed amongst all or some of the Directors in accordance with the directions given by the Board.

In view of the above, Members approval is being sought pursuant to Sections 197, 198 and other applicable provisions of the Companies Act, 2013 and Regulation 17(6) of SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015, for the payment of commission to the Non-Executive Directors of the Company for a period of five (5) years commencing from April 01, 2021. The payment of commission would be in addition to the sitting fees payable for attending the meetings of the Board and Committees thereof.

All the Non-Executive Directors of the Company are interested in the Resolution set out at Item No. 9 of the accompanying Notice, since it relates to their respective remuneration.

The Board of Directors accordingly recommends the passing of this resolution.

Except all Non-Executive Directors, none of the other Directors and Key Managerial Personnel of the Company and relatives thereof, are concerned or interested, financially or otherwise in the resolution set out at the Item No. 9 of this Notice.

ITEM NO. 10 & 11 To approve 'DACL - Employees Stock Option Plan 2021' and To extend approval of 'DACL - Employees Stock Option Plan 2021' to the employees of Holding Company and its Subsidiary Company (ies)

Stock Options represent a reward system based on performance. They help companies attract, retain and motivate the best available talent. Stock Options also provide a company with an opportunity to optimise its personnel costs. This also provides an opportunity to employees to participate in the growth of the company, besides creating long term wealth in their hands.

Further, as the business environment is becoming increasingly competitive, it is important to attract and retain qualified, talented and competent personnel in the Company. Your Company believes in rewarding its Employees including employees of the Holding Company or its Subsidiary Company (ies), if any, for their continuous hard work, dedication and support, which has led the Company and its Holding Company or its Subsidiary Company (ies) on the growth path.

Keeping in line with the above, "DACL - Employees Stock Option Plan 2021" ('the Scheme') has been formulated by the Company and to be implemented by Nomination & Remuneration Committee constituted under Section 178 of the Companies Act, 2013 in accordance with the requirements of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI SBEB Regulations") issued by SEBI and other applicable laws. The Scheme has been approved by the Board of Directors at their Meeting held on June 16, 2021, subject to the approval of the members.

The Scheme will be operated and administered under the superintendence of the Company's Nomination and Remuneration Committee, which is a Committee of the Board of Directors, the majority of whose Members are Independent Directors. The Nomination and Remuneration Committee will formulate the detailed terms and conditions of the Scheme including:

• Number of options to be granted to any Employee, and in the aggregate;
• Terms on which the options will vest;
• The conditions under which options vested in Employees may lapse in case of termination of Employees for misconduct;
• The exercise period within which an Employee should exercise the options, and lapsing of options on failure to exercise the options within the exercise period and determination of exercise price which may be different for different class/ classes of Employees falling in the same tranche of grant of Options issued under ESOP- 2021;
• The specified time period within which the Employee shall exercise the vested options in the event of termination or resignation of the Employee;
• The right of an Employee to exercise all the options vested in him at one time or at various points of time within the exercise period;
• The procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of rights issues, bonus issues and other corporate actions;
• The grant, vesting and exercise of options in case of Employees who are on long leave; and
• Any other related or incidental matters.

Major details of the Scheme are as given below:-

a) Brief Description of the Scheme is given as under:

DCL - Employees Stock Option Plan 2021 ('the Scheme') has been formulated by the Company and to be implemented by Nomination & Remuneration Committee constituted under Section 178 of the Companies Act, 2013 in accordance with the requirements of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI SBEB Regulations) issued by SEBI and other applicable laws. The Scheme has been approved by the Board of Directors at their Meeting held on June 16, 2021, 2021, subject to the approval of the members.

b) The total number of options to be granted

The total number of options that may, in the aggregate, be issued would be such number of options which shall entitle the option holders to acquire in one or more tranches upto 2,00,000 (Two Lakhs) equity shares of % 10/- each (or such other adjusted figure for any bonus, stock splits or consolidations or other re-organisation of the capital structure of the Company as may be applicable from time to time).

SEBI SBEB Regulations require that in case of any corporate action(s) such as rights issues, bonus issues, merger and sale or division, and others, a fair and reasonable adjustment needs to be made to the Options granted. Accordingly, if any additional Equity Shares are issued by the Company to the Option grantees for making such fair and reasonable adjustment, the above ceiling Shares shall be deemed to be increased to the extent of such additional equity shares issued.

An employee may surrender his/her vested /unvested options at any time during / post his employment with the company. Any employee willing to surrender his/her options shall communicate the same to the Board or Committee in writing.

Vested options lapsed due to non-exercise, surrender and/or unvested options that gets cancelled due to resignation or any other separation conditions of Option grantees, surrendered or otherwise, would be available for being re-granted at a future date. The Board is authorized to regrant such lapsed / cancelled / surrendered options as per the provisions of ESOP-2021.

¢) Identification of classes of employees entitled to participate and be beneficiaries in the Scheme.

All permanent employees working in India or out of India and Directors (whether Managing/Whole time Director or not) of Company and its Holding Company and its Subsidiary Company(ies), (present or future) (exduding promoters and an employee who is a Promoter or a person belonging to the Promoter Group) and further excluding a director who either by himself or through his relative or through any Body Corporate, directly or indirectly holds more than 10% of the outstanding equity shares of the Company and excluding Independent Directors as may be decided by the Nomination and Remuneration Committee.

The class of Employees eligible for participating in the Scheme shall be determined on the basis of the grade, number of years' service, performance, role assigned to the employee and such other parameters as may be decided by the Nomination and Remuneration Committee in its sole discretion from time to time.

The options granted to an Employee will not be transferable to any person and shall not be pledged, hypothecated, mortgaged or otherwise alienated in any other manner.

• d) Terms of the scheme
• (1) The Company shall not vary the terms of the schemes in any manner, which may be detrimental to the interests of the Option Grantees: Provided that the company shall be entitled to vary the terms of the schemes to meet any regulatory requirements.
• (2) Subject to the proviso to sub-regulation (1), the company may by special resolution in a general meeting vary the terms of the schemes offered pursuant to an earlier resolution of the general body but not yet exercised by the employee provided such variation is not prejudicial to the interests of the Option Grantees.

• (3) The notice for passing special resolution for variation of terms of the schemes shall disclose full details of the variation, the rationale therefore, and the details of the Option Grantees who are beneficiaries of such variation.
• (4) The Company may re-price the options as the case may be which are not exercised, whether or not they have been vested if the terms of the grants were rendered unattractive due to fall in the price of the shares in the stock market; Provided that the company ensures that such re-pricing shall not be detrimental to the interest of the Option Grantees and approval of the shareholders in general meeting has been obtained for such re-pricing.
• e) Transferability of Employee Stock Options
• (1) The Options granted to an employee shall not be transferable to any person and shall not be pledged, hypothecated, mortgaged or otherwise alienated in any manner. However, in the event of the death of the Option Grantee, the right to exercise all the Options granted to him till such date shall be vest in his legal heirs or nominees.
• (2) In the event of resignation or termination of the Option Grantee, all the options which are granted and yet not vested as on that day shall lapse.
• (3) In the event that an Option Grantee who has been granted benefits under a scheme is transferred or deputed to Holding Company and its subsidiary company prior to vesting or exercise, the vesting and exercise as per the terms of grant shall continue in case of such transferred or deputed employee even after the transfer or deputation.
• f) Requirements of vesting and period of vesting

			not they have been vested if the terms of the grants were rendered unattractive due to fall in the price of the shares in the stock market; Provided that the company ensures that such re-pricing shall not be detrimental to the interest of the Option Grantees and approval of the shareholders in general meeting has been obtained for such re-pricing.
		Transferability of Employee Stock Options
The Options granted to an employee shall not be transferable to any person and shall not be pledged, hypothecated, mortgaged or otherwise alienated in any manner. However, in the event of the death of the Option Grantee, the right to exercise all the Options granted to him till such date shall be vest in his legal heirs or nominees. In the event of resignation or termination of the Option Grantee, all the options which are granted and yet not vested as on that day shall lapse. In the event that an Option Grantee who has been granted benefits under a scheme is transferred or deputed to Holding Company and its subsidiary company prior to vesting or exercise, the vesting and exercise as per the terms of grant shall continue in case of such transferred or			deputed employee even after the transfer or deputation.
	Requirements of vesting and period of vesting
	exercising:		individual grant. The vesting may occur in one or more tranches, subject to the terms and conditions of vesting, as stipulatedin the ESOP-2021. Following table shall be applicablein case of various scenarios (during employment) for ves ting and	Vesting of options may commence after a period of not less than one year from the date of
	Sr.	Separations	Vested Options	Unvested Options
	No. 1	Resignation	All Vested Options as on date of All submission of resignation may be date exercised by the Option Grantee resignation shall stand cancelled on or before his last working day with effect from that date. with the Company.	Unvested Options on the submission of of
	2	Termination {With cause like etc.)	Vested Options which were All All not allotted at the time of such date of such termination shall fraud, misconduct termination shall stand cancelled stand cancelled with effect from with effect from the date of such the termination date. termination.	Unvested Options the on

	Diamines and Chemicals Limited
			ts
	Retirement or approved by Company	All Vested Options as on date of All Unvested Options shall vest early Retirement retirement may be exercised by as per original vesting schedule the Option Grantee within the and may be exercised by the period as permitted by NRC /] Compensation Committee at the period as permitted by NRC / time of such retirement or early Compensation retirement.	Grantee Option within the Committee at the time of such retirement or early retirement.
	Death	may _ Options Vested All exercised Option the by Grantee's nominee or legal heir immediately immediately but after, in event later than 12 months from Grantee's the date of Death.	be All Unvested Options as on the death = date vest shall of may and be no exercised Option the by nominee or legal heir/s within 12 months from the date of Death.
	Permanent Disability	Options may _ Vested All exercised by the Option Grantee date Grantee Option the or, if himself, unable to exercise due to and can be exercised by the such disability, the nominee or Option Grantee or, if the Option legal heir, immediately after, but Grantee is himself unable in no event later than 12 months exercise due to such incapacity, from the date of such disability.	be All Unvested Options as on the Permanent such of is Disability shall vest immediately to nominee the heir legal or immediately but no after, in months event than later 12 from the date of such disability.
	Abandonment*	All the Vested Options shall stand All the Unvested Options shall cancelled.	stand cancelled.
	Any otherreason not specified above	Compensation All NRC The / Committee shall decide whether date of separation shall stand the Vested Options as on that cancelled with effect from that be exercised by the date. date can Option Grantee or not, and such decision shall be final.	Unvested Options on the

*The Board/ Committee, at its sole discretion shall decide the date of cancellation of Option's and such decision shall be binding on all concerned.

g) Maximum period within which the options shall be vested

The maximum vesting period may extend up to 5 (Five) years from the date of grant of options, unless otherwise decided by the Nomination and Remuneration Committee.

h) Exercise price or pricing formula

Exercise Price means the price at which the Option Grantee is entitled to acquire the equity shares pursuant to the options granted and vested in him/her under the Scheme.

The Exercise Price shall be as may be decided by the Committee as is allowed under the SBEB Regulations which in any case will not be lower than the face value of the equity shares of the Company on the date of such grant. Further the Exercise Price can be different for different set of employees for options granted on same / different dates.

No amount shall be payable by the option grantee at the time of grant and hence no amount is required to be forfeited, even if any employee(s) does not exercise the options within the exercise period and accordingly no adjustment is required to be made for the same.

Exercise period and process of exercise

The Exercise period shall not be more than 5 years from the date of respective vesting of Options. The options granted may be exercised by the Grantee at one time or at various points of time within the exercise period as determined by the Committee from time to time.

The Vested options shall be exercisable by the employees by a written application (which will include making applications online using any ESOP administration software) to the Company expressing his/ her desire to exercise such options in such manner and on such format as may be prescribed by the Nomination and Remuneration Committee from time to time. The options shall lapse if not exercised within the specified exercise period. The options may also lapse, under certain circumstances even before the expiry of the specified exercise period.

Payment of the Exercise Price shall be made by a crossed cheque or a demand draft drawn in favour of the Company, or by any other payment methods prevalent in RBI recognized banking channels or in such other manner and subject to such procedures as the Board/Committee may decide.

i Appraisal Process for determining the eligibility of Employees to the Scheme.

The appraisal process for determining the eligibility of the Employee will be specified by the Nomination and Remuneration Committee and will be based on criteria such as the grade of Employee, length of service, performance record, merit of the Employee, future potential contribution by the Employee and/or by any such criteria that may be determined by the Nomination and Remuneration Committee.

k) Maximum number of options to be issued per Employee and in the aggregate

The maximum number of options to be granted per employee per grant and in aggregate shall not exceed 2,00,000 (Two Lakhs).

Further the number of Options that may be granted to any specific identified employee under ESOP-2021 shall not be equal to or exceeding the number of Shares equivalent to 1% of the Issued Capital (excluding outstanding warrants and conversions) of the Company and in aggregate if the prior specific approval from members of the Company through a special resolution to this effect is not obtained.

!) Maximum quantum of benefits to be provided per employee under a Scheme

The Maximum quantum of benefits underlying the options issued to an eligible employee shall depend upon the Market Price of the shares as on the date of sale of shares arising out of Exercise of options.

CIN NO: L24110GJ1976PLC002905

m) Certificate from auditors

The Board of Directors shall at each annual general meeting place before the shareholders a certificate from the auditors of the company that the scheme(s) has been implemented in accordance with the prescribed regulations and in accordance with the resolution of the company in the general meeting.

n) Whether the scheme is to be implemented and administered directly by the Company or through a trust

The Scheme will be implemented directly by the Company under the guidance of the Nomination and Remuneration Committee of the Board.

o) Whether scheme involves new issue of shares by the Company or Secondary acquisition by the trust

The Scheme will involve only new issue of shares by the Company.

p) Disclosure and accounting policies

The Company shall conform to the accounting policies specified in Regulation 15 of the SEBI (SBEB) Regulations.

Further the Company shall disclose details of Grant, Vest, Exercise and lapse of the Employee Stock Options in the Directors' Report or in an annexure thereof as prescribed under SEBI (SBEB) Regulations or any other Applicable Laws as in force. Further the Company shall follow the laws/regulations applicable to accounting and disclosure related to Employee Stock Options, including but not limited to SEB! (SBEB) Regulations as well as the Guidance Note on Accounting for Employee Share-based Payments and/ or any relevant Accounting Standards as may be prescribed by the Regulatory authorities from time to time, including the disclosure requirements prescribed therein.

q) The amount of loan to be provided for implementation of the scheme(s) by the company to the trust, its tenure, utilization, repayment terms, etc

Not Applicable

') Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purposes of the scheme(s).

Not Applicable

5) Method of Valuation of options

The Company follows fair value method for computing the compensation cost, if any, for the options granted. The company will follow IFRS/ IND AS/ any other requirements for accounting of the Stock options as are applicable to the Company for the same.

Since the company opts for expensing of share based employee benefits using the fair value method, the following statement will not be applicable viz.

In case the company opts for expensing of share based employee benefits using the intrinsic value intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value, shall be

disclosed in the Directors' report and the impact of this difference on profits and on earnings per share ("EPS") of the company shall also be disclosed in the Directors' report.'

t) Rights of the option holder

The employee shall not have right to receive any dividend or to vote or in any manner enjoy the benefits of a shareholder in respect of option granted to him, till shares are allotted upon exercise of option.

u) Consequence of failure to exercise option

All unexercised options shall lapse if not exercised on or before the exercised period ends. The amount payable by the employee, if any, at the time of grant of option, -

• (a) may be forfeited by the company if the option is not exercised by the employee within the exercise period; or
• (b}) may be refunded to the employee if the options are not vested due to non-fulfilment of conditions relating to vesting of option as per the Scheme.
• v) Lock-in

The Shares issued upon exercise of Options shall be freely transferable and shall not be subject to any lock-in period restriction after such exercise.

Provided that the transferability of the Shares shall be subject to the restriction for such period in terms of the Securities Exchange Board of India (Prohibition of Insider Trading), Regulations, 2015, as amended from time to time or for such other period as may be stipulated from time to time in terms of Company' s Code of Conduct for Prevention of Insider Trading.

w) Other terms

The Board or Nomination and Remuneration Committee shall have the absolute authority to vary, modify or alter the terms of the Scheme in accordance with the regulations and guidelines as prescribed by the Securities and Exchange Board of India or regulations that may be issued by any appropriate authority, from time to time, unless such variation, modification or alteration is detrimental to the interest of the Option Grantees.

The Board or Nomination and Remuneration Committee may, if it deems necessary, modify, change, vary, amend, suspend or terminate the ESOP - 2021, subject to compliance with the Applicable Laws and Regulations.

The shares may be allotted directly to the Option Grantees in accordance with the Scheme and such Scheme may also contain provisions for providing financial assistance to the Employees to enable the Employees to acquire or subscribe to the shares.

As the Scheme would entail further shares to be offered to persons other than existing Members of the Company, consent of the members is sought pursuant to the provisions of section 62 (1) (b) and all other applicable provisions, if any, of the Companies Act, 2013 and as per the requirement of Clause 6 of the SEBI SBEB Regulations.

None of the Directors and Key Managerial Personnel of the Company including their relatives are interested or concerned in the resolution No. 10 and 11, except to the extent of their shareholding entitlements, if any, under the ESOP Scheme.

Your Directors recommend the Resolution set out in Item No. 10 and 11 of the Notice for adoption by the Shareholders as Special Resolution/s.

ITEM NO. 12 Grant of Options to issue securities equal to or exceeding One per cent but not exceeding Two per cent of the issued Capital of the Company during any One financial year to identified employees under DACL - Employees Stock Option Plan 2021

The resolution set out at Item No. 10 and Item No. 11 provides that a Company may grant option to an employee and to a director of the Company and its Holding Company and its subsidiary company (ies) not exceeding one per cent of the issued capital of the Company in one year. However, the Company may identify certain employee/s to whom it may be necessary to grant options exceeding one per cent in one year to ensure continuity of their service with the Company. The resolution as set out in Item No. 12 provides that the Company may grant option equal to or exceeding One per cent but not exceeding Two per cent in One year to identified employee/s or director/s of the Company and its Holding Company and its subsidiary.

None of the Directors, Key Managerial Personnel of the Company including their relatives are interested or concerned in the resolution No. 12, except to the extent of their entitlements, if any, under the ESOP Scheme.

Your Directors recommend the Resolutions set out in Item No. 12 of the Notice for adoption by the Shareholders as special resolution.

Place: Mumbai Date: June 16, 2021 CIN NO: L24110GJ1976PLC002905 REGISTERED OFFICE: Plot No.13, PCC Area, By Order of the Board P.O. Petrochemicals, Vadodara —391 346 Hemaxi Pawar

Company Secretary Membership No.: A52581