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Amines & Plasticizers Ltd.

BSE: 506248 Sector: Industrials
NSE: N.A. ISIN Code: INE275D01022
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OPEN 30.70
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VOLUME 130
52-Week high 35.35
52-Week low 15.95
P/E 13.98
Mkt Cap.(Rs cr) 162.25
Buy Price 28.75
Buy Qty 2160.00
Sell Price 29.50
Sell Qty 30.00
OPEN 30.70
CLOSE 29.50
VOLUME 130
52-Week high 35.35
52-Week low 15.95
P/E 13.98
Mkt Cap.(Rs cr) 162.25
Buy Price 28.75
Buy Qty 2160.00
Sell Price 29.50
Sell Qty 30.00

Amines & Plasticizers Ltd. (AMINESPLAST) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 40th Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2015.

(Rs in Lakhs)

FINANCIAL RESULTS For the year ended 31.03.2015 For the year ended 31.03.2014
Total Income 30085.69 24364.72
Profit before Interest Depreciation and Taxes 2311.19 1824.87
Less : Interest 978.09 919.89
Depreciation 181.78 184.44
Profit before Tax 1151.32 720.54
Provision for taxation 382.61 216.48
Profit after Tax 768.71 504.06
Balance of profit brought forward from the previous year 2250.72 2111.02
Proposed Dividend on :-
Equity Shares 55.02 55.02
Corporate Dividend Tax 9.35 9.35
Balance of Profit carried to Balance Sheet 3223.92 2550.72

DIVIDEND:

Your directors are pleased to recommend a Dividend of 20 paise per Equity Share of Rs2/- each i.e. 10% aggregating to Rs 55.02 Lacs subject to approvals.

SHARE CAPITAL

During the year under review Equity share of Rs 10/- each was sub divided into 5 Equityshares of Rs 2/- each. The paid up share capital of the Company as at March 31 2015 was

Rs 55020000/- (Rupees Five Crores Fifty Lacs and Twenty Thousand only) comprising of27510000 Equity shares of Rs 2/- each. During the year under review the Company has notissued shares with differential voting rights nor has granted any stock options or Bonusequity. As on 31st March 2015 none of the Directors of the Company hold instrumentsconvertible into equity shares of the Company.

OPERATIONS AND FUTURE PROSPECTS:

The Company during the financial year 2014-

15 had performed substantially well achieving a growth of approximately 23.5% in topline and nearly 52.5% in bottom line. The other highlights of the Company’sperformance are as under:

– Total Revenue increased from Rs 24364.72 Lacs to Rs 30085.69 Lacs.

– Exports Revenue increased from Rs 11476.68 Lacs to Rs 12798.03 Lacs.

– Profit before Tax increased from 720.54 Lacs to Rs 1151.32 Lacs.

– Net Profit increased from Rs 504.06 Lacs to Rs 768.71 Lacs.

The total net revenue on consolidated basis of the Company was Rs 30214.38/- Lacs whichincludes revenue from services of Rs 101.51 Lacs. During the year under review therevenue generated from the operations from the domestic markets is much higher as comparedto last year. Thus the Company has been able to achieve sizeable growth in the turnoverand generated higher profits for the Company.

EXPORTS:

During year ended 31st March 2015 your Company’s export earning was Rs 12798.03Lacs which was higher than the last year being Rs 11476.68 Lacs. The Company hasregistered a growth of approximately 12% as compared to the Export earnings in the year2013-14. The percentage of Export to revenue was more than 42% as compared to 47% in theprevious year.

SUBSIDIARY COMPANIES:

The Management is pleased to report that APL Infotech Ltd’s Pipe leak detectionsoftware has been customized for an international user. The Company has renewed itsarrangement with a major Software Company for marketing this software package and ismaking steady progress with various prospective customers.

Status of Amalgamation of APL Engineering Service Private Limited with Amines &Plasticizers Limited.

The proposed amalgamation of APL Engineering Services Private Limited wholly ownedsubsidiary of the Company is in its final stages. Both the

Transferor and the Transferee Companies are Group Companies and the proposedAmalgamation would result in business synergy and consolidation of business activities ofthese companies. The Company had taken all necessary steps in order to expedite theprocess. The Company had received observation letter from the Bombay Stock Exchange (BSE)dated 26.06.2013. The Company had moved applications in Guwahati High Court for ofpetition. The Bombay High Court has passed order confirming the petition filed by APLEngineering Services Pvt Ltd.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT – 9 asrequired under section 92 of the Companies Act 2013 is included in this Report asAnnexure ‘A’ and forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL

PERSONNEL

In accordance with the provisions of the Companies Act 2013(‘the Act’) andCompany’s Articles of Association Ms. Nimisha Minesh Dutia retires by rotation andbeing eligible has offered herself for re-appointment. The Company has receiveddeclarations from all the Independent

Directors of the Company confirming that they meet the criteria of independence asprescribed under the Act and Clause 49 of the Listing Agreement with Stock Exchanges.

Pursuant to provisions of section 203 of the Act the Company has three Key ManagerialPersonnel viz. Shri Hemant Kumar Ruia as the Chairman & Managing Director Shri AjayPuranik as the Sr. Vice President (Corporate Affairs) & Company Secretary and ShriPramod Sharma as the Chief Financial Officer.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement a questionnaire was prepared after taking into consideration various aspects ofthe functioning 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 Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction over theevaluation process.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial year2014-15 forms a part of the Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS:

During the year the Board of Directors (‘the Board’) reviewed the affairs ofthe subsidiaries. In accordance with section 129(3) of the Companies Act 2013consolidated financial statements of the

Company and all its subsidiaries are prepared which forms a part of the Annual Report.Further a statement containing the salient features of the financial statement of thesubsidiaries in the prescribed format AOC 1 is appended as Annexure ‘B’ to theBoard’s Report/ Consolidated Financial statements. The statement also provides thedetails of performance financial positions of each of the subsidiary In accordance withSection 136 of the Companies

Act 2013 the audited financial statements including the consolidated financialstatements and related information of the Company and audited accounts of each of itssubsidiaries are available on our website www.amines.com. These documents will also beavailable for inspection during the business hours on every /working day at our RegisteredOffice in Guwahati India till the date of the Annual General Meeting of the Company.

In accordance with the Companies Act 2013 (‘the Act) and Accounting StandardAS-21 on Consolidated Financial Statements your Directors provide the AuditedConsolidated Financial Statements in the Annual Report. Though only a part of yourCompany’s business is conducted through its subsidiaries your Directors believe thatthe consolidated accounts provide a more accurate representation of the performance ofyour Company.

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 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.

13% SECURED REDEEMABLE NON

CONVERTIBLE DEBENTURES

Pursuant to the consent of the shareholders in the 39th Annual General Meeting of theCompany the Company had issued 1335 13% Secured Redeemable Non Convertible Debenturesof Rs 100000/- (Rupees One Lac) each on private placement basis. The said debentureswere secured by creating charge over Companies properties situated at Vadval Raigad. TheCompany has appointed SBICAP Trustee Company Ltd. as the Debenture Trustee for the saidissue. The Debentures are issued for a period of 10 years with call and put option at theend of every twelve months from the date of issue. Total amount raised through the saidissue was Rupees Thirteen Crores and Thirty Five Lakhs. The Debenture Trust deed wasregistered on 27th April 2015 with Sub-Registrar Khalapur Maharashtra

RELATED PARTY TRANSACTIONS

Related Party Transactions if any are placed before the Audit Committee as also beforethe Board for their approval. Omnibus approval was obtained on a quarterly basis fortransactions which are repetitive in nature. There are very few such transactions and thetransactions entered into with Related Parties for the year under review were atarm’s length basis and in the ordinary course of business and that the provisions ofsection 188 of the Companies Act 2013 are not attracted. Thus disclosure in form AOC-2is not required. The Company has a policy on related Party Transaction and the same isuploaded on the website of the Company at : http://www.amines.com/Policy%20on%20Related%20 Party%20Transaction.pdf

STATUTORY AUDIT:

M/s Bhandari Dastur Gupta & Associates Chartered Accountants (Firm RegistrationNo. 119739W) Mumbai Auditors of the Company hold office until conclusion of the 42ndAnnual General Meeting subject to in the Annual General Meeting held in respective years.

The requisite certificate under section 139(1) of the Companies Act 2013 has beenreceived from them as provided under section 139 of the Act that their appointment ifratified would be in conformity with the limits specified in the said section

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.

The Board of Directors on the recommendation of the Audit Committee has appointed M/sA.G. Anikhindi & Co. Cost Accountants Kolhapur as Cost Auditors to audit the costaccounts of the Company for the financial year 2015-2016 at a remuneration of Rs215000/- per annum plus service tax as applicable and reimbursement of out of pocketexpenses. 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 40th Annual General Meeting of the Company.

The Cost Audit Report for the financial year 2013-14 was filed with Ministry ofCorporate Affairs on 27th September 2014.

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 CompanySecretaries (CP No. 13322) Mumbai to carry out the Secretarial Audit of the Company. TheSecretarial Audit Report is included as Annexure C and forms an integral part of thisReport. There is no secretarial audit qualification for the year under review.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for InternalFinancial Controls (IFC) within the meaning of the explanation to Section 134(5)(e) of theCompanies Act 2013.

For the year ended 31st March 2015 the Board is of the opinion that the Company hassound IFC commensurate with the nature and size of its business operations; whereincontrols are in place to continuously monitor the existing controls and indentify gaps ifany and implement new and/ or improved controls wherever the effect of such gaps wouldhave a material effect on the Company’s operation

CREDIT RATING:

The Credit Analysis and Research Ltd. (CARE) has enhanced the short term credit ratingfrom A4 to A3 (A Three) and long term rating from BB+ to BBB- (Triple B Minus) to thefinancial facilities availed by the Company. Additionally the Company has obtained creditrating from Brickwork Ratings India Pvt Ltd(Brickwork Ratings) during the year underreview. Brickwork Ratings has assigned short term credit rating A3 (A Three) and long termrating BBB- (Triple

B Minus) to the financial facilities availed by the Company.

ISO CERTIFICATION:

As reported earlier ISO 9001:2008 certification is valid till 13th January2016. Periodic Audit has been conducted by Det Norske Veritas (DNV) in continuation ofthe certification. QMS (Quality Management System) has focused on continual improvement byimplementing the strategic tools for business to gain competitive advantage throughproducts and services that are safe reliable and trustworthy. Besides QMS (QualityManagement System) APL has IMS (Integrated Management System) for ISO 14001:2004and OHSAS 18001:2007 certifications which are valid up to 9th April 2016. ISO14001:2004 (Environmental Management System) certifications relates to conservation ofnatural 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.

RS (Responsible Sourcing): APL has become a Member in SEDEX website after goingthrough SMETA 4-Pillar Audit conducted by DNV. The Membership is renewed for continuationof SEDEX. SEDEX is an online database that enables suppliers to share information withtheir customers on their responsible trading practices (Health Safety Labor Standardsthe Environment and Business Ethics).

REACH COMPLIANCE:

The Company has done Pre- Registration of most of the products having export potentialto Europe.

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 2015the applicable accounting standards had been followed along with proper explanationrelating to material departures wherever applicable;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the 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 Directors have prepared the annual accounts on a going concern basis. e) TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

f) 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.

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 ‘D’ 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.

Statement containing information as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the Director’s Report for the year endedMarch 31 2015 is given in a separate Annexure to this report.

The above annexure is not being sent along with this report to the Members of theCompany in line with the provision of section 136 of the Act. Members who are interestedin obtaining these particulars may write to the Company Secretary at the Corporate Officeof the Company. The aforesaid annexure is also available for inspection by Members at theRegistered Office of the Company 21 days before and upto the date of the 40th AnnualGeneral Meeting during the business hours on working days.

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 received regarding sexual harassment.

All employees (permanent contractual temporary trainees) are covered under thispolicy. The following is summary of sexual harassment complaints received and disposed offduring each Calendar year:

- No. of Complaints received : Nil

- No. of Complaints disposed off : Nil

RISK MANAGEMENT

The company has in place a Risk management framework which covers the risk managementapproach of the Company and includes periodic review of such risk if any and alsodocumentation mitigating controls and reporting mechanism of such risks. Some of therisks are as follows:

1. Financial Risk.

The two major risks in the financial sector affecting the Company are the foreignexchange and higher interest rates on borrowings. The Company endeavors to manage andmitigate the foreign exchange risk by taking prudent steps considering the volatility atthe macroeconomic levels. Further considering the ever increasing financial requirementof the company the rate of interest is another aspect changes in which affects theCompany. The management plans and adopts strategies which manages such and variations.

2. Commodity related Risks

The Company is into manufacturing trading and dealing of various chemicals which aresensitive in nature. The risks in such product begins from the time of procuring the rawmaterials till the delivery of the finished goods because of the volatility and nature ofthe chemicals which always needs special care and attention. The business of the Companyis mainly through various tenders opened by the Government and its companies.

The timing of purchase of raw material is important since the price risk has alwaysbeen a major concern considering the fixed terms of the tenders.

3. Regulatory Risks

The legal and regulatory compliances keeps the Company exposed to various risksattached to them. The Company mitigates such risks by periodically reviewing therequirements of applicable statutes and complying with them.

4. Human Resources Risks.

The main business of the Company is manufacturing and dealing in specialized chemicalshence the Company requires human skilled talent which is specialized and trained not onlyto deal in the chemicals but also to tackle the consequences arising out of dealing inthem. The Company always believes in retaining the talent pool and attracting new talent.The Company conducts various training sessions for its employees to transform the humanresource to human talent including encouraging and sponsoring them for various seminarsand conferences in India and abroad.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policyhas been in force. This Policy inter alia enables any employee who observes any unethicaland improper practices or alleged wrongful conduct can approach the Department Head or incase it involves Managerial Personnel to the Managing Director through E-mail. After dueinvestigation the matter shall be dealt as per the procedure prescribed in the Policy.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative pursuant to section 135 of the Companies Act 2013 andrelevant Rules the Board has constituted the CSR Committee and has identified a PublicTrust which undertakes projects towards promotion of education medical facilities womenempowerment sanitation etc. These projects are in accordance with the Schedule VII of theCompanies Act 2013 and the Company’s CSR Policy. The Report on CSR Activities asrequired under the Companies (Corporate Social Responsibility Policy) Rules

2014 is set out as Annexure ‘E’ forming a part of this Report. Certainprojects have been identified which are being implemented over a period of couple ofyears. Amount had been / would be released as and when demanded and expenses incurred onthe said projects.

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 explained in Corporate Governance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

As discussed above merger of APL Engineering Services Pvt Ltd. with the Company is inits advanced stage and APL Engineering Services

Pvt Ltd has received final Order from the Bombay

High Court in the merger matter. Minutes of the Order has been uploaded on the websiteof the Company. A petition of the Transferee Company for of the merger has also beenadmitted in the Gauhati High Court Assam.

CORPORATE GOVERNANCE

Corporate Governance means the system of rules practices and processes by which acompany is directed and controlled. It essentially involves balancing the interests ofmany stakeholders in a company - these include its shareholders customers suppliersfinanciers government and the community. Since corporate governance also provides theframework for attaining company’s objectives it encompasses practically every sphereof management from action plans and internal controls to performance measurement andcorporate disclosure.

Corporate Governance is based on two principles i.e. Transparency and Accountability.It is a reflection of our culture policies our relationship with stakeholders and ourcommitment to values. The Company has complied with the mandatory provisions of CorporateGovernance.

As prescribed under the Listing Agreement of the Stock Exchanges a separate Report onCorporate Governance appears after this report.

A certificate from M/s. S.K. Makhija & Associates

Practicing Company Secretaries with regard to compliance of the Corporate GovernanceCode by the Company is annexed hereto and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchange is presented in aseparate section forming part of the Annual Report.

APPRECIATION:

Your Directors express their gratitude for the consistent support and co-operationreceived from all its Customers Collaborators Government Agencies FinancialInstitutions Bankers Debenture Trustees Suppliers Shareholders Debenture holdersEmployees and other Associates who have reposed their continued trust and confidence inthe Company.

For and on behalf of the Board
HEMANT KUMAR RUIA
Place : Mumbai Chairman &
Date : 27.08.2015 Managing Director

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