Oriental Carbon & Chemicals Ltd

Your Directors are pleased to present the 44^th Annual Report along with the Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2024.

SUMMARY OF FINANCIAL RESULTS

Insoluble Sulphur

During the year under review Sales Volume of Insoluble Sulphur remained flat however revenue from operations of the Company was down by about 14%. This was mainly on account of correction in sales realisation due to lower input cost and freight which was at peak during FY 22-23. Margins were under pressure due to competition and unutilized capacities of Insoluble Sulphur globally. However, your Company was able to maintain the operating profit at par with the previous year. The Company took various cost and process optimization measures to maintain its competitive edge. During the year, the Company invested in the group captive solar power scheme of the State of Haryana through a SPV i.e. Clean Max Infinia Private Limited. This will help the company in achieving its sustainability goals and optimizing energy costs.

Export sales were adversely affected due to weak global macro-economic and geopolitical environment mainly in Europe, due to Russia -Ukraine war and its economic repercussions in the region.

Sulphuric Acid & Oleum

Revenue from Acid sales were lower by about 27% in spite of a volume growth of about 29% during the year. This was mainly due to a reduction in sales realization as compared to previous year on account of lower raw material price and increased competition due to new capacity addition in the region with corresponding decrease in margin.

During the year the Company commissioned Power generation Turbine for captive use at Dharuhera to utilize surplus steam from Sulphuric Acid Plant.

Insoluble Sulphur

In the domestic market, we anticipate growth in Insoluble Sulphur in coming year on account of growth of automotive and Tyre industry due to expanding vehicle ownership, growth in electric vehicles and the increasing use of commercial vehicles in logistics and e-commerce. As India sustains its growth momentum, the logistics demand is anticipated to surge, resulting in a heightened need for commercial vehicles. According to the data published, During FY24 Passenger Vehicles sales increased by more than 8% YoY, Commercial Vehicles sales increased by about 1% YoY and 2W sales increased by about 10%.

Your Company is witnessing a challenging global environment characterized by elevated inflation, lower demand and realizations of chemicals globally. The demand in Europe which is the second largest market for your company has been sluggish due to Macro Economic and Geopolitical Environment including ongoing conflicts.

Stable RM prices and continuous cost optimization projects will help the competitiveness of your company while selling in various parts of the world.

Export Freight rates witnessed surges on account of Red Sea disruption. However, the overall impact on shipping cost is far less than at the height of pandemic.

Excess of production capacities over demand, specially in China, is resulting in pressure on prices and margins. This is expected to continue until a balance is reached in capacity and demand. Apart from growth in the domestic market, business from new geographies and customers should help ramp up sales in next year.

In view of imports at very low prices, the Company has applied to DGTR for recommendation of Anti-Dumping Duty on import of Insoluble Sulphur from China and Japan.

Sulphuric Acid & Oleum

Contributions are expected to be lower going forward due to increased production capacities in the region and further major capacities expected to be added during the year by copper smelting units for which it is a byproduct.

CREDIT RATING

During the year under review, the Rating Committee of ICRA Limited, after due consideration, re-affirmed the short-term rating of [ICRA]A1+ (pronounced ICRA A one plus) and a long-term rating of [ICRA]AA- (pronounced ICRA Double A minus). The Rating has been placed under watch with developing implications.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, statement containing salient features of standalone financial statements of subsidiaries and Associates in Form AOC-1 is attached to the Financial Statements in a separate section and forms part of this Report. The Company has no Joint Venture. The separate audited accounts of the Subsidiary Companies are available on the website of the Company www.occlindia.com. Brief details of the performance of the subsidiaries and the Associate Company are given below: The subsidiary, Duncan Engineering Limited, registered a gross turnover of H6731.24 Lakh during the current Financial Year ended March 31, 2024 against H7158.13 Lakh during FY 2022-23. The Subsidiary reported a profit after tax of H687.38 Lakh (Previous Year Profit H990.35 Lakh).

The subsidiary, OCCL Limited, has not started its operations and reported a loss after tax of H5.99 Lakh for the year ended March 31, 2024, against a loss H2.37 Lakh in the previous year. Upon the scheme of arrangement becoming effective, for the demerger of

Chemical Business of the Company into OCCL Limited, it will be no longer be considered a subsidiary of the Company.

During the year under review, the Company acquired 49% of the Shareholding of Clean Max Infinia Private Limited. The Associate Company was formed to avail the benefit of the captive Solar Power Generation Scheme of The Govt of Haryana for its Dharuhera Plant. The Associate Company has not started its operations during the Financial Year ending March 31, 2024. In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements would be placed on the website of the Company. Further, as per the provisions of the said Section, audited Annual Accounts of subsidiary companies would also be placed on the website of the Company at www.occlindia.com. Shareholders interested in obtaining a copy of the Annual Accounts of the subsidiary companies may write to the Company Secretary at the Company's corporate office or may drop a mail at investorfeedback@occlindia.com.

The Company does not have any material unlisted subsidiary in the immediately preceding accounting year, however, Duncan Engineering Limited, is a material listed subsidiary of the Company. However, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI has made it mandatory for all listed companies to formulate a policy for determining ‘material' subsidiaries. Accordingly, a policy on ‘material' subsidiaries was formulated by the Audit Committee of the Board of Directors and same is also posted on the website of the Company and may be accessed at https://s3-ap-south-1. amazonaws.com/occl-web/wp-content/uploads/2022/07/ Policy-on-Material-Subsidiaries.pdf.

CONSOLIDATED FINANCIAL STATEMENTS

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

RESERVES

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

DIVIDEND

Your Directors recommended a Final Dividend of H7/- per share on the Company's 99,90,092 equity shares of H10/- each (70%) for the Financial Year 2023-24, in its meeting held on May 22, 2024. The Final dividend on equity shares, if declared as above, would entail a total outflow of H699.31 Lakh. The Dividend payment is subject to approval of Shareholders in the ensuing Annual General Meeting. With this the total dividend for the year, including interim dividend of H7/- per share (70%) already paid, comes to H14/- per share (140%). The dividend payout is in accordance with the dividend distribution policy of the Company. The dividend distribution policy of the Company can be accessed at https://s3-ap-south-1.amazonaws.com/occl-web/wp-content/ uploads/2021/08/OCCL_Dividend-Distribution-Policy.pdf.

SCHEME OF ARRANGEMENT

The Board of Directors of the Demerged Company and the Resulting Company, at their respective meetings held on 24 May 2022 had approved the Scheme whereby the Appointed Date (as defined in the Scheme) of the Scheme was defined as the Effective Date (as defined in the Scheme). The Hon'ble National Company Law Tribunal, Ahmedabad Bench (NCLT) vide its order dated April 10, 2024 has approved the Scheme of Arrangement between the Company (Demerged Company) and OCCL Limited, a wholly owned subsidiary of the Demerged Company (Resulting Company), for transfer of Chemical Business Undertaking of Demerged Company to the Resulting Company on a going concern basis. However, the Hon'ble NCLT has suo motu amended the said Appointed Date to be the date of pronouncement of the NCLT Order i.e. April 10, 2024.

After evaluating the overall impact of the aforesaid NCLT Order, the Company has filed an appeal before the Hon'ble National Company Law Appellate Tribunal (NCLAT) to allow the Appointed Date as defined in the Scheme as the Effective Date and the appeal is pending before NCLAT as on date of this report. The Scheme shall be made effective upon receipt of final order of the NCLAT.

Pursuant to the above scheme, shareholders of the Demerged Company shall receive in respect of every One (1) Equity share of the face value of H10/- each fully paid up held in the Demerged Company, Five (5) new Equity shares of the Resulting Company of the face value of H2/-each fully paid up, which shall be listed on BSE and NSE.

MATERIAL CHANGES

During the year under review, there have been no material changes and commitments affecting the financial position of the Company.

The Hon'ble National Company Law Tribunal, Ahmedabad Bench (NCLT) vide its order dated April 10, 2024 has approved the Scheme of Arrangement between the Company (Demerged Company) and OCCL Limited (Resulting Company), a wholly owned subsidiary of the Company, for transfer of Chemical Business Undertaking of Demerged Company to the Resulting Company. Upon the Scheme getting effective, the Chemical business of the Demerged Company would be demerged into the Resulting Company. The Demerged Company will continue with its investment and other businesses, subsidiary and other assets with effect from the Effective Date.

Apart from the proposed demerger, there are no other material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31, 2024 and to the date of this report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Article of Association of the Company, Mr. Sanjay Verma (DIN: 09784146), Non-Executive Nominee Director is due to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer himself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on May 22, 2024 have recommended for the re-appointment of Mr. Arvind Goenka [DIN: 00135653] as Managing Director and Mr. Akshat Goenka [DIN: 07131982] as a whole time Director designated as Joint Managing Director of the Company for a tenure of one year, from October 01, 2024 and June 01, 2024, respectively, subject to approval of the members in the ensuing Annual General Meeting. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on May 22, 2024 has appointed Mr. Rajat Jain (DIN: 10628142) and Mrs. Rachna Lodha (DIN: 07153563) as Additional Directors (Category: Professional / Non-Executive Director) of the Company and also recommended for their appointment as Independent Directors for a first term of five years with effect from May 22, 2024, subject to approval of the members in the ensuing Annual General Meeting.

Detailed profiles of the Directors are provided in the Explanatory statement to the Notice of the Annual General Meeting of the Company.

During the year, Mr. Jagdish Prasad Goenka (DIN:00136782), Non-Executive Director (Chairman) retired at the Annual General Meeting held on July 27, 2023.

The Board placed on record its appreciation for the guidance given, contribution made, and valuable services rendered by Mr. Jagdish Prasad during his tenure of chairmanship in the Company.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a)&(b) of the Companies Act, 2013 and a certificate dated May 22, 2024 received from Company Secretary in Practice certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Companies by

SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

The details of Key Managerial Personnel of the Company as per the provisions of Sec 203 of the Companies Act, 2013 are as follows: a) Mr. Arvind Goenka, Chairman & Managing Director b) Mr. Akshat Goenka, Jt. Managing Director c) Mr. Anurag Jain, Chief Financial Officer d) Mr. Pranab Kumar Maity, Company Secretary During the financial year 2023-24, there was no change in the Key Managerial Personnel of the Company.

Mr. Akshat Goenka, Joint Managing Director of the Company who is also serving as Managing Director of Duncan Engineering Limited, the Subsidiary of the Company received H100 Lakh as remuneration from the Subsidiary Company during the year 2023-24.

SEPARATEMEETINGOFINDEPENDENTDIRECTORS

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

SHARE CAPITAL

During the year under review, there was no change in the share Capital of the Company. The issued, subscribed and paid-up share capital of your Company as on March 31, 2024 remain at H9,99,00,920/- (Rupees Nine crore ninety-nine lakh nine hundred twenty only) divided into 99,90,092 (Ninety-nine lakh ninety thousand ninety-two) equity shares of the face value of H10/- (Rupees Ten Only) each.

MEETINGS OF THE BOARD

During the year four Board Meetings were convened and held on May 19, 2023, August 03, 2023, October 26, 2023 and February 02, 2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of Board Meetings and attendance of each Directors have been provided in the Corporate Governance Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors at their meeting held on February 2, 2024 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board. The Nomination and Remuneration Committee has also carried out an evaluation of the performance of every Director of the Company. Based on evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

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

AUDIT COMMITTEE

As on March 31, 2024, the Audit Committee of the Board of Directors of the Company consists of two Non-Executive Independent Directors and one promoter Director with Mr. Om Prakash Dubey as Chairman, Mr. Suman Jyoti Khaitan and Mr. Akshat Goenka, Joint Managing Director as members. The Company Secretary is the Secretary of the Committee. The Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The Committee met 4 (four) times during the year on May 19, 2023, August 03, 2023, October 26, 2023 and February 2, 2024.

The Committee, inter alia, reviews the financial statements before they are placed with the Board, Internal Control System and Reports of Internal Auditors and Compliance of various Regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

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

NOMINATION AND REMUNERATION COMMITTEE

As on March 31, 2024, the Nomination and Remuneration Committee consists of three Non-Executive Independent Directors with Mr. Om Prakash Dubey as Chairman, Mr. Kailasam Raghuraman and Mrs. Runa Mukherjee, as members. The Committee, inter alia, identifies people who are qualified to become directors and who may be appointed in key management positions and senior management. The Committee also finalizes their remunerations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met once during the year on May 19, 2023.

STAKE HOLDER'S RELATIONSHIP COMMITTEE

As on March 31, 2024, the Stakeholders' Relationship Committee comprises of one Independent Director Mr. Suman Jyoti Khaitan as Chairman, Executive Directors Mr. Arvind Goenka and Mr. Akshat Goenka as members. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met three (3) times during the year on June 26, 2023, September 15, 2023 and January 12, 2024.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2024, the Corporate Social Responsibility Committee (CSR Committee) consists of two Independent Directors, Mr. Suman Jyoti Khaitan as Chairman and Mr. Kailasam Raghuraman, Member and one Executive Director Mr. Arvind Goenka as member. The Committee met twice during the year on May 19, 2023 and February 2, 2024. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility objectives of the Company. The CSR Policy may be accessed on the Company's website at https://occl-web.s3.ap-south-1.amazonaws.com/ wp-content/uploads/2020/12/CSR-Policy.pdf.The CSR Policy defines activities prescribed as CSR activity which comply with the relevant Rules of Companies Act, 2013. The focus areas taken in the policy are Education, Health care and family welfare, Environment and Safety, contribution to any relief fund setup by the Government of India and any State Government.

The Average Net Profits of the Company for the last three financial years was H6698.2 Lakh and accordingly the prescribed CSR expenditure during the year under review should not be less than H134 Lakh (i.e., 2% of the Average Net Profits of the Company for the last three financial years). H134.35 Lakh were spent on CSR activities and projects undertaken during the year. The Annual Report on CSR activities is annexed as "Annexure - A" to this Report.

RISK MANAGEMENT COMMITTEE

As on March 31, 2024, the Risk Management Committee (RMC), comprises of two Non-Executive Independent Directors, Mr. Kailasam Raghuraman as Chairman, Mrs. Runa Mukherjee, Member and one Executive Director, Mr. Akshat Goenka, Member. Mr. Vijay Sabarwal, President-Operation and Mr. Muneesh K Batta, VP-Marketing as Members of the Committee. The RMC inter alia, identifies and monitors the Key risk elements associated with the business of the Company. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee met twice during the year under on July 15, 2023 and January 10, 2024.

RISK MANAGEMENT

The Company has a risk management policy in order to, inter alia, ensure the proper risk identification, evaluation, assessment, mitigation and monitoring. Further, the risk management policy also provides a demarcation of the role of the Board of Directors, Audit Committee and Risk management Committee for the purpose of effective risk management. The major risk elements associated with the business and functions of the Company have been identified and are being addressed systematically through mitigating action on a continuous basis. Audit Committee and Risk Management Committee, under the supervision of the Board, periodically review and monitor the steps taken by the company to mitigate the identified risk elements.

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

1. Systems and Standard Operating Procedures (SOP) to ensure that all transactions are executed in accordance with management's general and specific authorization.

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

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

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

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

VIGIL MECHANISM

PursuanttotheprovisionsofSection177(9)&(10)oftheCompanies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a ‘Whistle Blower Policy' to establish Vigil Mechanism is in place for directors, employees and other stake holders to report genuine concerns. The policy is revised from time to time to realign it with applicable regulations or organization's requirements. The latest policy is available on the website of the Company and the web link of the same is given as under: https://occl-web.s3.ap-south-1.amazonaws.com/wp-content/uploads/2020/12/Vigil-Mechanism-Policy.pdf.

This policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrongdoing within the Company. The Company ensures that no person is denied access to the Audit Committee.

POLICY ON NOMINATION AND REMUNERATION

The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The Remuneration Policy of the Company is approved by the Board of Directors and is uploaded on the website of the Company. The weblink to the remuneration policy is as under: https://s3-ap-south-1. amazonaws.com/occl-web/wp-content/uploads/2019/12/ Remuneration_Policy_OCCL.pdf.

POLICY ON DIRECTORS' APPOINTMENT

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

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

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

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms' length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee and given in the notes annexed to and forming part of this Financial Statement. The approved policy on Related Party Transactions as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also available on the website of the Company. The weblink to the same is as under: https://s3-ap-south-1.amazonaws.com/occl-web/wp-content/ uploads/2022/04/Related-Party-Transaction-Policy.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) In preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

b) The Directors have selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2024, and of the profits of the Company for that period.

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f ) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company or its subsidiaries during the year under review.

INSURANCE

The Company's properties, including building, plant & machineries, and stocks, among others, are adequately insured against risks.

PUBLIC DEPOSITS

Fixed Deposits from public outstanding with your Company at the end of the financial year stood at H1,25,000/-. which were due for repayment on or before March 31, 2024 but not claimed by the depositors by the said date. The Company has stopped accepting new deposits and no deposits were accepted during the year.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 506579 and on National Stock Exchange of India Limited (NSE) with scrip symbol OCCL. The Company confirms that the annual listing fees for both the stock exchanges for the financial year 2024-25 have been duly paid.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

a. Statutory Auditors:

The Shareholders of the Company at the 42^nd Annual General Meeting (AGM) held on September 05, 2022 had approved the appointment of M/s. S S Kothari Mehta & Co. LLP (Previously M/s. S S Kothari Mehta & Co.), Chartered Accountants (ICAI Firm Registration No. 000756N/N500441) as the Statutory Auditors of the Company pursuant to

Section 139 of the Companies Act, 2013 for a term of 5 years from the conclusion of 42^nd AGM till the conclusion of 47^th AGM to be held in financial year 2027-28.

The Statutory Auditors' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024 forms part of this Annual report. The statutory audit report is self-explanatory and there are no qualification, reservation and adverse remarks or disclaimer by the statutory auditor in the Statutory Audit Report.

b. Secretarial Auditors:

The Board of Directors of the Company at their meeting held on February 2, 2024, appointed Mr. Pawan Kumar Sarawagi, Practicing Company Secretary of M/s. P Sarawagi & Associates having office at Narayani Building, Room No.107, First Floor, Brabourne Road, Kolkata - 700001 for conducting the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2024, is annexed herewith as

"Annexure - B".

The Secretarial Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation, adverse remark or disclaimer.

c. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company relating to Insoluble Sulphur plants located at Dharuhera, Haryana is required to be audited. Your Board had on the recommendation of the Audit Committee, appointed Messrs J K Kabra & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2023-24 on a remuneration of H1.4 Lakh. The Cost Audit Report for the year ended March 31, 2023 has been submitted to the Ministry of Corporate Affairs within stipulated time period.

As required under the Companies Act, 2013, the remuneration payable to Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a Resolution seeking member's ratification for remuneration payable to M/s. J K Kabra & Co., Cost Auditors is included in item no. 4 of the Notice convening the Annual General Meeting.

Annual Return of the Company

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with sub-section (3) of section 92 of the Act, the Annual Return as on March 31, 2024 will be made available on the website of the Company at the link : https://www.occlindia.com/ annual-returns/.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance for the financial year 2023-24, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with an Auditors' Certificate on compliance with the conditions of Corporate Governance is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2023-24, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

CEO AND CFO CERTIFICATION

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

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

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company's website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2024. The declaration is annexed to the Corporate Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The company has complied with all the mandatorily applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

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

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

RESEARCH & DEVELOPMENT

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

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

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

POLLUTION CONTROL AND SAFETY

Your Company's Plants have all the requisite Pollution Control Equipments and meet all the desired and statutory norms in this regard. The Company places the highest emphasis on the safety of its personnel and plants. All the statutory requirements in terms of safety are followed and exceeded. The Insoluble Sulphur Units of the Company enjoy IATF 16949, ISO 9001, ISO 14001, and ISO 45001 Certification. The Company has started using Natural Gas in place of liquid fuels at its Dharuhera Plant and Propane at its Mundra Plant, the backup DG set at Dharuhera plants has also been converted to dual fuels sets, thus contributing to reduction of pollution. Rooftop solar plants of capacity 858 KWp and 500 KWp are installed at Dharuhera and Mundra Plants, respectively for captive consumption. A power turbine of 485 KWH capacity to be run on surplus steam of Sulphuric Acid plant has been commissioned during the year. Projects to reduce fuel consumption and thus reduce gas emission are taken on a continuous basis.

PARTICULARS OF EMPLOYEES

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

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

During FY 2023-24, the unclaimed dividend amount of H12,03,285/- and H7,36,221/- towards the unpaid dividend account of the Company for the financial year 2015-16 (Final Dividend) and 2016-17 (Interim Dividend) were transferred to Investor Education and Protection Fund. The said amount had remained unclaimed for seven years, despite reminder letters having been sent to each of the members concerned.

Pursuant to Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and its amendments, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the demat account of Investor Education and Protection Fund ("IEPF") Authority (the "Authority") as per the procedure mentioned in the said Rules. Accordingly, your Company has transferred 11161 Equity shares of H10/- each to the demat account of the Authority and in terms of the said Rules. Members may note that unclaimed dividend and shares transferred to the demat account of the Authority can be claimed back by them from IEPF Authority by following the procedure mentioned in the said Rules.

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

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

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

/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

Except the details given above regarding the approval of the Scheme of arrangement, there are no orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future..

GREEN INITIATIVES

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

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

Pursuant to the MCA, SEBI Circulars the Notice of the 44^th AGM and the Annual Report of the Company for the financial year ended March 31, 2024 including therein the Audited Financial Statements for the year 2023-24, are being sent only by email to the Members.

ACKNOWLEDGMENTS

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