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Amines & Plasticizers Ltd.

BSE: 506248 Sector: Industrials
NSE: N.A. ISIN Code: INE275D01022
BSE 15:41 | 19 Jan 85.55 2.35
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OPEN 83.10
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VOLUME 25253
52-Week high 109.90
52-Week low 30.15
P/E 28.80
Mkt Cap.(Rs cr) 471
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 83.10
CLOSE 83.20
VOLUME 25253
52-Week high 109.90
52-Week low 30.15
P/E 28.80
Mkt Cap.(Rs cr) 471
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Amines & Plasticizers Ltd. (AMINESPLAST) - Director Report

Company director report

To

The Members

The Board of Directors are pleased to present the Company's Forty Second Annual Reporttogether with the Audited Statement of Accounts for the year ended 31 March 2017.

FINANCIAL AND OPERATIONAL HIGHLIGHTS (Rs. in lakhs)

FINANCIAL RESULTS 31.03.2017 31.03.2016
Total Revenue 29707.21 26104.86
Profit before Depreciation Finance Costs and Taxation 3046.97 2388.87
Less : Depreciation and Amortisation expense 227.80 198.19
Profit before Finance Cost and Tax 2819.17 2190.68
Less: Finance Cost 639.38 754.78
Profit before Tax 2179.79 1435.90
Less : Tax Expense 631.40 457.03
Profit for the year 1548.39 978.87
Balance of Profit for earlier years 3478.92 3223.92
Less : Goodwill on account of Merger 319.01
Transfer from Capital Redemption Reserve 20.00
Less: Bonus shares issued during the year - 550.20
Less: Transfer to Debenture Redemption Reserve 33.40 33.40
Less: Tax Provisions for earlier years 15.49 11.53
Less : Dividend paid on Equity Shares - 110.04
Less: Tax on Dividend 5.55 18.70
Balance of Profit carried to Balance Sheet 4673.85 3478.92

DIVIDEND:

Your Directors are pleased to recommended a dividend of 15% i.e. Rs. 0.30 per EquityShare of the Face Value of Rs. 2/- payable to those Shareholders whose name appear in theRegister of Members as on the Book Closure Date. The Equity Dividend outgo for theFinancial Year 2016-17 inclusive of tax on distributed profits would absorb a sum ofapproximately Rs. 194.19 Lakhs ( including Dividend tax of Rs. 29.19 Lakhs) as against theInterim Dividend of Rs. 128.74 Lakhs (including Dividend Tax of Rs. 18.70 Lakhs) in theprevious year.

SHARE CAPITAL:

The paid up Equity Share Capital of the Company as at March 31 2017 stood at Rs.1100.40 Lakhs divided into 55020000 Equity shares of Rs. 2/- each. During the yearunder review the Company has neither issued shares with differential voting rights norgranted any stock options or sweat equity. As on 31 March 2017 none of the Directors ofthe Company hold instruments convertible into equity shares of the Company.

OPERATIONS AND FUTURE PROSPECTS:

During the year under review the Total Revenue of the Company was Rs. 29707.21 Lakhs an increase of 13.8% as compared to Rs. 26104.86 Lakhs in the previous year. The Companyhas achieved higher revenue on the basis of higher sales in Domestic / InternationalMarkets and higher demand for its specialty products.

Finance costs was lower by 15.29% at Rs. 639.38 Lakhs as compared to Rs. 754.78 Lakhsin the previous year primarily on account of reduced debt liability and reduction ininterest rates.

Revenue from Domestic Operations was Rs. 17511.77 Lakhs during the year under review ascompared to Rs. 16674.42 Lakhs in the previous year thereby registering a growth of 5%.

Profit before Tax increased by nearly 52% to Rs. 2179.79 Lakhs during the year ascompared to Rs. 1435.90 Lakhs in the previous year.

Net Profit increased to Rs. 1548.39 Lakhs from Rs. 978.87 Lakhs there by registering agrowth of over 58 %.

The total revenue on consolidated basis of the Company was Rs. 29639.17 Lakhs ascompared to Rs. 26263.69 Lakhs in the previous year.

EXPORT

During the year ended on 31st March 2017 your Company's export earning was Rs.11982.85 Lakhs as compared to Rs. 9313.14 Lakhs thereby registering a growth of over28.5% as compared to the previous year. The Company has penetrated more in theInternational Markets thereby achieving higher exports of its products. The exportoriented products are pre-registered under REACH compliances whereas other products willbe registered as and when required.

SUBSIDIARY COMPANIES

APL INFOTECH LTD

APL Infotech Ltd's Pipe leak detection software is under constant development andupgradation which is in the process of being made operational. During the year underreview the Company has made efforts to reach various customers tied up with varioussoftware marketing agencies and updated its software products. The Company has mainlyfocused on “PANORAMA” which has various versions based on its utility. One ofthe version is PANORAMA LDS which is a customized LDS (Leak Detection System) applicationfor a network. It is a real time version of PANORAMA and is useful for pipe networkoperators. It analyses flow pressure and other data to detect a leak accurately withinspecified performance parameters. PANORAMA Academic software is another version of themain software which is used for engineering education sector namely colleges withchemical mechanical and civil engineering departments. The Company has also been inconstant touch with various educational institutions for marketing the same. The companyhas approached several Government and Quasi Government bodies for sale of its Softwareproducts. Also the Company organized various seminars educational meets etc for the saleof its products.

AMINES AND PLASTICIZERS FZE UAE -Wholly owned Subsidiary

As reported earlier your Company with a view to expand its business operations in theMiddle East and Europe has formed a wholly owned subsidiary Amines and Plasticizers FZE inRas Al Khamaih United Arab Emirates for dealing in Specialty Chemicals and otherAlkanolamines products. The operations in the said Company are yet to commence as certainapprovals are awaited.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as requiredunder section 92 of the Companies Act 2013 is included in this Report as Annexure I andforms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act 2013(‘theAct') and Company's Articles of Association Ms. Nimisha Minesh Dutia retires by rotationand being eligible has offered herself for re-appointment. The Board recommends herre-appointment for the consideration of the Members of the Company at the ensuing AnnualGeneral Meeting of the Company.

The Board of Directors at its Meeting held on 10th May 2017 appointed Mr. YashvardhanRuia son of Mr. Hemant Kumar Ruia Chairman & Managing Director as an AdditionalDirector of the Company who holds the Office upto the date of ensuing Annual GeneralMeeting. The Company has received requisite Notice in writing from a member proposing hisname for the office of the Director. Accordingly the Board recommends the resolution inrelation to the appointment of Mr. Yashvardhan Ruia as Director of the Company for theapproval of the shareholders of the Company. Further the Board of Directors of theCompany at their meeting held on 30th May 2017 subject to the approval of the Members atthe Annual General Meeting appointed Mr. Yashvardhan Ruia as an Executive Director of theCompany for a period of Three Years from 01 June 2017 till 31 May 2020 at a remunerationas stated in the Notice read with the Explanatory Statement. Your Directors recommend theresolution for appointment of Mr. Yashvardhan Ruia as Executive Director of the Companywith remuneration as stated in the Notice.

Pursuant to the provisions of Section 203 of the Companies Act 2013 your Company hasThree Key Managerial Personnel viz. Shri Hemant Kumar Ruia as Chairman & ManagingDirector Shri Ajay Puranik as Sr. Vice President (Corporate Affairs) & CompanySecretary and Shri Pramod Sharma as Chief Financial Officer.

Declaration by Independent Directors

The Company has received declaration of Independence from all the Independent Directorsas required under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act 2013.

Number of Meetings of the Board

The Board met Five times during the Financial Year

2016-17 i.e on 27 April 2016 27 May 2016 05 August 2016 14 November 2016 and 13February 2017.

COMMITTEES OF THE BOARD

The Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition number of meetings areprovided in the Corporate Governance Report.

BOARD EVALUATION

The evaluation framework for assessing the performance of Directors of the Companycomprises of various factors including contributions at the meetings strategicperspective or inputs regarding the growth and performance of your Company

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations aQuestionnaire was prepared after taking into consideration various aspects of thefunctioning of the Board its Committees and its culture execution and performance ofspecific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and Non Independent Director was carried out by the IndependentDirectors. The Board of Directors expressed their satisfaction over the evaluationprocess.

CONSOLIDATED FINANCIAL STATEMENTS

During the year the Board of Directors (‘the Board') reviewed the affairs of theCompany and its subsidiaries. In accordance with section 129(3) of the Companies Act 2013and applicable Accounting Standards consolidated financial statements of the Company andall its subsidiaries are prepared. Further a statement containing the salient features ofthe financial statement of a Subsidiary in the prescribed format AOC 1 is appended asAnnexure ‘II' to the Board's Report/ Consolidated Financial Statements. The statementalso provides the details of performance financial position of the subsidiary.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of its subsidiary are available on the Company's websitewww.amines.com. These documents will also be available for inspection during the businesshours on every working day at the Registered Office in Guwahati Assam India till thedate of the Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act 2013 (‘the Act) andAccounting Standard AS-21 on Consolidated Financial Statements your Directors provide theAudited Consolidated Financial Statements in the Annual Report. Though only a part of yourCompany's business is conducted through its subsidiary your Directors believe that theconsolidated accounts provide a more accurate representation of the performance of yourCompany.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans Guarantees and Investments covered under the provisions of section186 of the Companies Act 2013 are given in detail in the Notes to Financial Statements.

DEPOSITS:

The Company has not accepted or renewed any Deposits during the year under review andthere is no unpaid or unclaimed deposits lying with the Company.

NON CONVERTIBLE DEBENTURES (NCDs)

The total issued Secured Non-Convertible Debentures (NCDs) of the Company stands at itsoriginal issue value being Rupees Thirteen Crores and Thirty-Five Lakhs as on March 312017. The said NCDs were issued on a private placement basis and are duly secured. TheCompany has been timely and regularly servicing interest to its Debenture holders on aquarterly basis. During the year under review no Call and/or Put options were exercised.

RELATED PARTY TRANSACTIONS (RPTs)

Pursuant to Section 188 of the Companies Act 2013 and Regulation 23 of SEBI (LODR)Regulations 2015 all RPTs for the Financial Year 2016-17 were placed before the AuditCommittee for its prior / omnibus approval. There were no material related partytransactions entered into by the Company during the financial year which attracted theprovisions of Section 188 of the Companies Act 2013. The requisite disclosure if any inForm AOC 2 is furnished in Annexure III.

STATUTORY AUDIT :

The Company had appointed M/s B D G & Associates Chartered Accountants (FirmRegistration No. 119739W) Mumbai as the Statutory Auditors of the Company for a periodof 3 years at the Annual General Meeting held in the year 2014. Accordingly the said termof Three years of M/s B D G & Associates Chartered Accountants as the StatutoryAuditors of the Company will conclude at the close of the ensuing 42nd Annual GeneralMeeting of the Company.

Pursuant to Section 139 of the Companies Act 2013 read with Rules made thereunder M/sB D G & Associates Chartered Accountants are eligible for another term of 5 years asthe Statutory Auditors of the Company subject to the approval of the Members. The Boardof Directors of the Company recommend reappointment of M/s B D G & Associates as theStatutory Auditors of the Company for a period of 5 years from the conclusion of theensuing 42nd Annual General Meeting until the conclusion of the 47th Annual GeneralMeeting of the Company to be held in the year 2022. The requisite eligibility certificateas required under section 139(1) of the Companies Act 2013 has been received from them.

The Auditors' Report is unmodified i.e it does not contain any qualificationreservation or adverse remark.

COST AUDIT:

As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your company has been carrying out audit of cost records of theCompany every year.

The Board of Directors on the recommendation of the Audit Committee has appointed M/sA.G.Anikhindi & Co Cost Accountants Kolhapur Maharashtra as Cost Auditors to auditthe cost accounts of the Company for the financial year 2017-2018 at a remuneration of Rs.215000/- per annum plus Goods and Service Tax as applicable and reimbursement of out ofpocket expenses. As required under the Companies Act 2013 a resolution seeking members'approval for the remuneration payable to the Cost Auditor forms a part of the Noticeconvening the 42nd Annual General Meeting of the Company. The Cost Audit Report for thefinancial year 2015-16 was filed in form CRA -4 with Ministry of Corporate AffairsGovernment of India on 18 October 2016.

SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s SK Makhija & Associates Practicing CompanySecretary (CP No. 13322) Mumbai to carry out the Secretarial Audit of the Company. TheSecretarial Audit Report for the period 01st April 2016 to 31st March 2017 is includedas Annexure IV and forms an integral part of this Report. There is no secretarial auditqualification for the year under review.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place effective internal control and risk mitigation system whichis commensurate with the size scale and operations of the Company. Your Company'sFinancial Statements are prepared on the basis of the Significant Accounting Policies thatare selected by the Management and approved by the Audit Committee and the Board. TheseAccounting Policies are reviewed from time to time. The Audit Committee of the Board ofDirectors Statutory Auditors and Business Heads are periodically apprised of the internalaudit findings and corrective actions are taken. Internal Audit plays a key role inproviding assurance to the Board of Directors. In order to maintain its objectivity andindependence the Internal Auditor reports to the Chairman of the Audit Committee.Internal Financial Control Audit has also been undertaken by the Statutory Auditor M/s B DG & Associates Chartered Accountants Mumbai. For the year ended 31st March 2017the Board is of the opinion that the Company has sound Internal Financial Controlscommensurate with the nature and size of its business operations wherein controls are inplace to continuously monitor the existing controls and indentify gaps if any andimplement new and/ or improved controls wherever the effect of such gaps would have amaterial effect on the Company's operations.

CREDIT RATING:

During the year under review Brickwork Ratings enhanced the Credit Rating of long termcredit facilities from BWR BBB- (Triple B Minus) to BWR BBB (Triple B) whereas the shortterm rating was reaffirmed at BWR A3 for the financial facilities availed by the Company.

ISO CERTIFICATION:

The company has an ISO 9001:2008 certification which is valid up to 15th September2018. Periodic Audit has been conducted by Det Norske Veritas (DNV) in continuation of thecertification. QMS (Quality Management System) is focusing on continual improvement byimplementing the strategic tools for business to gain competitive advantage throughproducts and services that are safe reliable and trustworthy.

Besides QMS (Quality Management System) APL has IMS (Integrated Management System) forISO 14001:2004 and OHSAS 18001:2007 certifications. ISO 14001:2004 certification is validup to 15th September 2018 whereas OHSAS 18001:2007 certification is valid up to 08thApril 2019. Periodic Audit has been conducted by Det Norske Veritas (DNV) in continuationof the certification.

ISO 14001:2004 (Environmental Management System) certifications relate to conservationof natural resources resulting in maintaining clean environment safe work place safeoperations commitment to compliance and healthy atmosphere. As such the Company iscommitted to ensure minimum impact to environment through its operations.

OHSAS 18001:2007 (Occupational Health and Safety Assessment Series) certificationrelates to safety and health of working people by making Hazards and Risk Analysis ofVarious Activities and Adopting Effective Control Methods to minimize the Risk. Variousmeasures have been taken by the Company in order to ensure compliance in its true spirit.

TfS (Together for Sustainability): APL has joined TfS (Together for Sustainability)forces by successfully going through TfS Assessment and Audit conducted by TfS approvedauditing agency INTERTEK. The details about the said initiative is given in ManagementDiscussion Analysis attached to this Report.

INSURANCE:

All properties and insurable interest of the Company including buildings plant andmachineries stores and spares have been adequately insured.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134 (3)(c) ofthe Companies Act 2013 :

a) that in the preparation of the annual accounts for the year ended March 31 2017the applicable accounting s tandards had been followed along with proper explanationrelating o material departures wherever applicable if any;

b) the Directors had selected such accounting policies and applied them onsistently andmade judgments and e stimates that are reasonable and prudent so as to give a true andfair v iew of the state of affairs of the Company at 31st March 2017 and of the profit ofthe Company for the year under review;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the annual accounts have been prepared on going concern basis;

e) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 prescribed particulars as applicable is annexedhereto as Annexure ‘V' and forms part of this Report.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company attract the provisions of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 during theyear under report. The Statement containing information as required under Section 197(12)of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure VI and forms anintegral part of this Report.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints regarding sexual harassment if any. All employees (permanent contractualtemporary trainees) are covered under this policy. The following is summary of sexualharassment complaints received and disposed off during each Calendar year:

- No. of Complaints received : Nil

- No. of Complaints disposed off : NA

RISK MANAGEMENT

The Company has in place a well defined risk management framework for identification ofrisks assessment and prioritization loss prevention measures and other risk managementmeasures. Your Company believes that managing risks helps in maximizing returns. The riskmanagement framework works at various levels in the enterprise. The Company is exposed tovarious risks viz. financial risk commodity price risks regulatory risks humanresources risks and other strategic risks. The organization structure of the Company helpsin identifying preventing and mitigating risks by the concerned operational Heads underthe supervision of the Chairman & Managing Director. The risk management framework isreviewed periodically by the Board and the Audit Committee keeping a check on overalleffectiveness of the risk management of the Company.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism as envisaged in the Companies Act 2013 readwith Rules thereunder and the Listing Regulations which is implemented through the WhistleBlower Policy of the Company. This Policy inter alia enables any employee who observes anyunethical and improper practices or alleged wrongful conduct can approach the DepartmentHead or in case it involves Managerial Personnel to the Managing Director and thereafterthe Audit Committee Chairman. After due investigation the matter shall be dealt with asper the procedure prescribed in the Policy. The Whistle Blower Policy of the Company hasbeen posted on the website of the Company viz. www.amines.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its CSR initiative pursuant to section 135 of the Companies Act 2013 andrelevant Rules the Board has constituted the CSR Committee and has identified varioussectors of the Society based on the needs and requirements in a particular field. Duringthe year under review the Company has undertaken following activities under its CSRinitiatives:

a) The Company has provided first of its kind state of art Skin Bank Ambulance inIndia which is well equipped with all the necessary latest and advanced medical facilitiesincluding a Fridge to store harvested skin at 4 C to Indian Burn Research Society RCBNSkin Bank National Burns Centre Airoli Navi Mumbai. Under this initiative the Companyhas provided an Ambulance wherein the Skin Bank Team carries the Cadaver (dead body) andharvests the skin.

b) Considering the importance of Trees in the human ecological and environment theCompany together with M/S A.K. Rural Development Trust (NGO) have planted 200 Trees inVillage Anegaon Kalyan Maharashtra under the Joint Programme of Deputy Conservator ofForest Thane Division Mutual Aid Response Group (MARG) Thane Navi Mumbai.

c) The Company in association with Navi Mumbai Municipal Corporation (NMMC) a n dThane-Belapur Industries Associations(TBIA) facilitated construction of 25 IndividualHousehold Latrines (IHHL) in individual houses identified by NMMC to help needy citizensof Navi Mumbai with facility for sewage and water connection.

d) The Company has identified Baba Kalidas Charitable Trust which is a registeredTrust under the Public Trust Act to develop ancient educational awareness in the societyand impart knowledge of vedas and sanskrit education by facilitating construction ofpremises for schools and colleges which forms the very foundation of the new generationof young India and public at large.

The report on CSR Activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is set out as Annexure VII forming a part of thisReport.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy is available on the website of the Company www.amines.com andbriefly explained in Corporate Governance Report.

SIGNIFICANT AND MATERIAL CHANGES / ORDERS PASSED BY THE REGULATORS OR COURTS.

The merger of APL Engineering Services Pvt Ltd. with the Company Amines andPlasticizers Limited was approved by the Bombay High Court in July 2015. During the yearunder review the Company has received the Final Order confirming the Merger by theNational Company Law Tribunal Guwahati Bench Assam. APL Engineering Services Pvt Ltd isnow merged with the Company and its operations are being continued under the name‘APL Engineering Services' a division of the Company which undertakes fabricationsjobs for the Company as well as other infrastructure clients.

Appointment of M/s Sharex Dynamic (India) Pvt. Ltd. as the Registrar & ShareTransfer Agent of your Company

During the year under review the Company had shifted its Registrar & ShareTransfer Agent activities from Sharepro Services (I) Pvt Ltd to M/s Sharex Dynamics (I)Pvt Limted having its office at Unit no.1 Luthra Ind.Premises Safed Pool Andheri KurlaRoad Andheri (East) Mumbai 400072. An intimation letter regarding the change in RTA wassent to all shareholders of the Company vide its letter dated 18th July 2016.

CORPORATE GOVERNANCE

As prescribed under Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section on CorporateGovernance practices followed by the Company together with a certificate from PracticingCompany Secretary confirming compliance forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated inthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate section forming part of the Annual Report.

APPRECIATION:

Your Directors express their deep sense of gratitude towards the officials of banksfinancial institutions Central and State Governments as also towards all itsstakeholders business associates contractors for their co-operation and support and lookforward to their continued association in future. We thank entire Amines Team consistingof our employees at all levels for their valuable contribution through competencediligence solidarity co-operation and support in the Company's performance and growth.

For and on behalf of the Board
Place: Mumbai Hemant Kumar Ruia
Date: 10.08.2017 Chairman & Managing Director

ANNEXURE II Form AOC -1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) Statement containing Salient Features of FinancialStatement of Subsidiaries/Associate Companies/ Joint Ventures

Part "A": Subsidiaries

(Rs. in lakhs)
SI. No. Particulars Details
1 SI. No. 1
2 Name of the subsidiary APL INFOTECH LIMITED
3 The date since when the subsidiary was acquired 16/05/2006
4 Reporting period for the subsidiary concerned if different from the Holding Company's reporting Same as Holding Company
5 Reporting Currency and Exchange rate as on the last date of the relevant Financial Year in the case of foreign subsidiaries Not Applicable
6 Share Capital 117.15
7 Reserve & Surplus (31.39)
8 Total Assets 1404.35
9 Total Liabilities 1318.59
10 Investments NIL
11 Turnover NIL
12 Profit before Taxation NIL
13 Provision for Taxation NIL
14 Profit after Taxation NIL
15 Proposed Dividend NIL
16 Extent of Shareholding (in percentage) 51%

Part "B ": Subsidiaries / Associate Companies / Joint Ventures- NotApplicable

ANNEXURE III

Form AOC-2

Pursuant to clause (h) of sub section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014

Form for Disclosure of particulars of contract/arrangements entered into by the companywith related parties referred to in sub section (1) of section 188 of the Companies Act2013 including certain arm's length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis forthe year ended March 31 2017 are as follows :-

Name of the Related party & Nature of Contract Nature of Relationship Duration of Contract Salient terms Amount in (Rs.)
NIL NIL NIL NIL NIL

2. Details of material contracts or arrangements or transactions at Arm's length basisfor the year ended March 31 2017 are as follows:

Name of the Related party & Nature of Contract Nature of Relationship Duration of Contract Salient terms Amount in (Rs.)
NIL NIL NIL NIL NIL

 

For and on behalf of the Board of Directors
Hemant Kumar Ruia
Place : Mumbai Chairman & Managing Director
Date : 10/08/2017 (DIN:00029410)

ANNEXURE V

A. Conservation of Energy a. Energy conservation measures taken: I. Electrical Energy

1. Power factor is maintained continuously at higher level resulting in minimizedmaximum demand & electrical losses.

2. Electrical audit of system was carried out during the current year. Steps are beingtaken to incorporate the same. We expect further reduction in losses.

3. High wattage electrical lamps have been replaced by energy ef cient LED lamps. Thishas ensured better LUX levels & saving in power.

4. Regular upgradation of electrical system & augmentation are carried out so asto minimize electrical losses & production downtime.

5. Installation of turbo ventilators & transparent sheets on roof top of sheds haseffectively brought down power consumption.

II. Briquette/Furnace oil / LDO Consumption

1. Better fuel combustion has been obtained by usage of additives. This hasresulted in better fuel efficiency

2. We have significantly brought down consumption of LDO by using briquette in thethermopac unit which has resulted in significant reduction of SO2 emission.

3. Effective addition of water treatment chemical has resulted in better heat transfer

4. Better thermal efficiency has been achieved by regular checking/ replacement ofinsulations on pipelines on both hot & cold services.

5. Treating of Boiler water with additives has resulted in better Thermal efficiency.

b. Additional Investments and proposals if any is being implemented for reduction of

consumption of energy :

1. We are in process of installing PNG burner to existing boiler to improve efficiency

2. We are in process of installing new Boiler with dual fuel ring. Since this Boilerwill run primarily on PNG this will be effective in reducing pollution and increase theefficiency as the same is clean fuel.

3. It is proposed to commercialize few new value added products which have beendeveloped on the pilot plant scale for improved plant utilization.

4. It is proposed to install VFD for Air compressor to reduce electricity consumption.

5. It is also proposed to install additional reactors to obtained better product mix& at the same time reduced utility consumption per unit of production

c. Impact of the measures at (a) and (b) for reduction of energy consumption andconsequent impact on the cost of production :

The various measures taken as mentioned above have resulted in higher plantproduction at lower energy consumption levels. This has resulted in our products beingvery competitive in the market and thus earns better realization especially in exports.

d. Total energy consumption and energy consumption per unit of production :

As per Form ‘A' of the Annexure.

B. Technology Absorption :

Efforts made in technology absorption as per Form ‘B' of the Annexure.

C. Foreign Exchange Earnings and Outgo.

Sr. No. Particulars Current Year 2016-17 Previous Year 2015-16
(Rs. in lakhs) (Rs. in lakhs)
1. Foreign exchange earned Export of goods on FOB basis 11402.51 9123.41
2. CIF value of Imports 7259.55 5714.33
3. Expenditure in foreign currencies 296.19 249.80

 

For and on behalf of the Board
Place: Mumbai Hemant Kumar Ruia
Date: 10/08/2017 Chairman & Managing Director

FORM A

Form for disclosure of particulars with respect to conservation of energy.

For the year ended 31st March2017 For the year ended 31st March 2016
A Power and Fuel Consumption :
1. Electricity
(a) Purchased Units/Lakhs 47.04 44.15
Total amount (Rs. in Lakhs) 389.50 348.41
Cost per unit Rs. 8.27 7.89
(b) Own Generation
(i) Through Diesel
Generator Set :
Units generated/Lakhs NEGLIGIBLE NEGLIGIBLE
Units per Ltr. of Diesel Oil NEGLIGIBLE NEGLIGIBLE
Cost Rs. / Unit NEGLIGIBLE NEGLIGIBLE
(ii) Through Steam Turbine/Generator NIL NIL
2. Coal (specify quality and where used) NIL NIL
3. Furnace Oil Quantity M.T. 3345 2082
Total amount Rs. in Lakhs 770.81 408.30
Average rate Rs. / M.T. 23044 19612
4. Others/internal generation Light Diesel Oil K Ltrs 64 115
Total amount Rs. in Lakhs 25.00 47.35
Average rate Rs. /K. Ltr. 39035 41153
5. Others/internal generation Briquettes MT 5272 9452
Total amount Rs. in Lakhs 323.61 602.59
Average rate Rs. /MT. 6139 6375

 

B. Consumption per unit of Production : Standards (if any) For the year ended 31.3.2017 For the year ended 31.3.2016
Products
Alkyl Alknolamines (Average Consumption)
Furnace Oil (per MT) Ltrs 200 163
L.D.O. (per MT) Ltrs 4 9
Electricity (per MT) Ltrs 173 182
Briquette (per KG) Kgs 354 734

FORM B

Form for disclosure of particulars with respect to absorption

1. Specific areas in which the Research & Development carried out by the company. The Research & Development efforts are focused on;
a) Development of Chemicals used as wire coating enamels in PVC formulations.
b) Development of various types of mould releasing agents of rubber auxiliaries for automobile industry.
c) Adaptation of latest technology to upgrade yield quality and cost of products. Improvise newer technology and incorporate in development processes for higher yield and quality.
d) Development of range of products based on Ethylene Oxide and Propylene Oxide.
e) Development of export oriented Specialty Chemical Products.
f) Conservation of energy fuel and water.
2. Benefits derived as a result of the above R&D a) Our continual effort to develop new range of Ethoxylate and Propoxylates has value added to product range.
b) Newly developed Specialty Products have increased customer base for local and export market.
c) Increased Production capabilities and improved Quality standard meeting stringent international specification.
d) Continual growth in Specialty Products/Formulations for Gas Plant Natural Gas Fertilizers and Ammonia plant and local power plants for CO2 recovery.
3. Future plan of action a) To develop in R&D new range of Block Polymers as mould releasing agents for rubber auxiliaries.
b) To develop Specialty Products for Gas Plant Natural Gas Fertilizers& Ammonia Plants.
c) To develop Ethoxylate and Propoxylates to cater export and local customers.
d) Identify import substitutes and to develop them in our R&D.
e) Adapt latest Design and Engineering for the process to be developed.
f) Use technical knowhow in R & D for new formulation and products.

 

4. Expenditure on R&D a) Capital Rs. 39.91 Lacs
b) Recurring Rs. 88.61 Lacs
c) Total Rs. 128.52 Lacs

d) Total R&D expenditure as a percentage of turnover 0.44 %

 

5. Technology absorption adaptation and innovation a) New products developed after successful R&D trials and commercialization through technology absorption.
a) Efforts in brief made Towards technology absorptionadaptation and innovation b) In-house R&D efforts to adapt latest technological progresses to produce new range of products.
c) Achieve technical progress through Seminars Symposium literature survey and international exhibitions. Continuous trials for product development with scientific reasoning and changes to compete in market.
d) Innovations and Adaptation of Design Engineering to commercialize newly developed product
b) Benefits derived as a result of the above efforts e.g. product improvement cost reduction import substitution etc. a) Overall growth in production capabilities and profitability
b) Commitment towards regular supplies of our products within the required time frame.
c) Import substitution contribution to required local customers and improved business opportunity.
d) Successful Recertiffication of ISO 9001-2008/ ISO- 14001-2004 OSHAS 18001/ 2007
c) In case of imported Technology ( imported during the last vear yrs reckoned from the beginning of the financial year ) following information may be furnished No technology imported
a) Technology imported N.A.
b) Year of import N.A
c) Has technology been fully absorbed N.A.
d) If not fully absorbed areas where this has not taken place reasons therefore and future plans and actions .

Particulars pursuant to section 197(12) of the Companies 2013 and relevant Rulesthereunder.

a the ratio of the remuneration of each director* to the median remuneration of the employees of the company for the financial year

Mr. Hemant Kumar Ruia Chairman & Managing Director - 19:1

b the percentage increase in remuneration of each director Chief Financial Of cer Chief Executive Of cer Company Secretary or Manager if any in the financial year CMD :123%
CS : 10%
CFO : NIL
c the percentage increase in the median remuneration of employees in the financial year; 10%
d the number of permanent employees on the rolls of company 161
e "average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;" The Company's philosphy is based on principle of Pay for Performance while maintaining internal equity and external parity. The Profit After tax has increased as compared to previous year and accordingly necessary increments in the remuneration was done. The Company has grown financially and has established its own brand in the domestic and international markets over a period of time under the leadership of Shri Hemant Kumar Ruia Chairman & Managing Director. Since the Company has scaled new heights with sound financial base the Company has rewarded the Chairman and Managing Director for his extraordinary contribution in growth of the Company. Also the revision in remuneration was made after a gap of 3 years at the time of reappointment in the year 2016. The Management feels that the remuneration being given to the CMD is as per the Industry Standards and commensurate with his experience.
f affirmation that the remuneration is as per the remuneration policy of the company. "It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors Key Managerial Personnel and other employees adopted by the Company"

* Only sittings fees paid to Non -Executive Director as detailed in CorporateGovernance Report