Your Directors take pleasure in presenting the 41st Annual Report onthe business and operations of your Company together with Audited Financial Statements forthe financial year ended March 31 2021.
1. FINANCIAL RESULTS:
The financial performance of your Company is as summarized below forthe year under review:
| ||2020-21 Rs. In Lakhs ||2019-20 Rs. In Lakhs |
|Revenue from operations ||124244 ||99288 |
|Other Income ||695 ||701 |
|Total Income ||124939 ||99989 |
|Profit before interest depreciation & taxation ||43608 ||26403 |
|Interest & financial expenses ||633 ||1025 |
|Depreciation ||2906 ||2691 |
|Profit before exceptional item ||40069 ||22687 |
|Exceptional Items ||- ||3284 |
|Profit before tax ||40069 ||25971 |
|Provision for tax ||10535 ||4443 |
|Net Profit after tax ||29534 ||21528 |
|Other Comprehensive Income ||(238) ||(130) |
|Total Comprehensive Income ||29296 ||21398 |
|Opening balance in retained earnings ||47700 ||30728 |
|Profit available for appropriations ||76996 ||52126 |
|Other adjustments due to IND AS Impact of adjustment in derivatives financial instruments ||59 ||- |
|Interim Dividends paid/Dividends paid ||4081 ||3671 |
|Tax on dividends ||- ||755 |
|Closing balance in retained earnings ||72974 ||47700 |
2. PERFORMANCE HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS:
During the year under review total Income increased from Rs. 99989lakhs to Rs. 124939 Lakhs an increase of 25%. Profit before tax for the year was Rs.40069 Lakhs compared to Rs. 25971 Lakhs of the previous year (an increase of 54%) andProfit after tax was Rs. 29534 Lakhs as against Rs. 21528 lakhs of the previous year (anincrease of 37%). Your Directors do not propose to transfer any amount to the Reserves forthe year ended March 31 2021. Further details of operations are given in the ManagementDiscussion and Analysis Report annexed (Annexure 1). There has been no change in thenature of business of the Company.
3. IMPACT OF THE CONTINUING COVID-19 PANDEMIC ON THE OPERATIONS ANDBUSINESS:
In view of the restrictions due to second wave of COVID-19 pandemicacross the country from mid-March 2021 and subsequent lockdown in April 2021 theoffices and technical center have been kept closed from March and those employees havebeen working from home wherever possible. There was no impact on the business of theCompany for the year ended March 31 2021.
The Company continues to ensure compliance with the directives issuedby the Central Government State Governments and local government from time to time. Allthe manufacturing facilities are working and kept sanitized so that our employees are safeand secure. All safety protocols are being adhered to very stringently.
Your Company is in a comfortable financial position to meet itscommitments and will be able to meet all its debts obligations as they come up. Internalfinancial reporting and control is adequate and operating effectively. Although there areuncertainties due to the pandemic the Company expects that the demand for its productsfrom pharmaceuticals sector will continue.
For the financial year 2020-21 the Board had declared an interimdividend of Rs. 10/- per equity share on the face value of Rs. 5/- each amounting to Rs.2041 lakhs in February 2021 subject to deduction of tax as applicable (Previous year:interim dividend of Rs. 10 each per equity share of Rs. 5/- each amounting to Rs. 2040Lakhs). The said interim dividend was paid on 1st March 2021.
Further the Board is pleased to recommend for your approval a finaldividend of Rs. 6/- per equity share on the face value of Rs. 2/- each for the year endedMarch 31 2021 (Previous Year: Final Dividend of Rs. 10/- per equity share of Rs. 5/-each). The total final dividend amounts to Rs. 3062 Lakhs (Previous Year Rs. 2040Lakhs). You are requested to approve the same. With this the total dividend for thefinancial year 2020-21 would be Rs. 5103 lakhs (Previous Year Rs. 4040 Lakhs). The finaldividend if declared shall be payable subject to deduction of tax at source asapplicable.
The dividend has been declared in line with the Dividend DistributionPolicy which is framed in terms of the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended (SEBI (LODR) Regulations). TheDividend Distribution Policy is given in Annexure 6 to this Report and it is alsoavailable on the Company's website.
5. SHARE CAPITAL:
During the financial year the Company's paid up share capitalincreased from Rs. 101981960/- consisting of 20396392 equity shares of Rs. 5/- eachto Rs. 102063555/- consisting of 20412711 equity shares of Rs. 5/- each consequentto the allotment of 16319 Equity Shares of Rs. 5/- each AACL Employees Stock Option Plan2018. In April 2021 the Company allotted 3853 shares under ESOP 2018 Scheme making thepaid up capital to Rs. 102082820 consisting of 20416564 Equity shares of Rs 5 eachprior to sub-division of shares.
6. SUB-DIVISION OF FACE VALUE OF EQUITY SHARES:
In order to improve the liquidity of Company's shares in themarket the Board of Directors at their meeting held on February 2 2021 approved subjectto approval of members the sub-division of face value of the equity shares of the Companyfrom the present Rs. 5/- each paid-up per equity share into equity shares of Rs. 2/- eachpaid-up and consequent amendment in Capital Clause in Memorandum of Association of theCompany. Subsequently the Members have approved the sub-division of face value of equityshares from the present Rs. 5/- each fully paid-up into Rs. 2/- each fully paid up throughPostal Ballot on March 17 2021. The record date for the aforesaid sub-division was May12 2021. Accordingly the face value of equity shares of the Company stands sub-dividedfrom Rs. 5/- each fully paid up into Rs. 2/- each fully paid up. The shareholders wereissued fresh shares of face value of Rs. 2/- each. The sub-division resulted in creationof 31678 fraction shares which were consolidated into 15839 whole shares and will besold at the best market price and the proceeds (less expenses) will be distributed amongstconcerned fraction shareholders proportionately.
The Paid up Share Capital of the Company as on the date of this Reportis 51041410 Equity Shares of Rs. 2/- each i.e. Rs. 102082820/-
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required underSchedule V of the SEBI (LODR) Regulations 2015 is included in this Annual Report(Annexure 1).
8. NEW PROJECTS:
During the year 2020-21 we enhanced production capacity ofMethylamines at Dahej and capacities of DMAHCL powder plant and Hydrogenation plant atKurkumbh.
A new Acetonitrile project is under execution at Dahej and we expect tostart commercial production in third quarter of 2021-22. Our new Projects for financialyear 2021-22 include:
1. Setting up new Amines plant with utilities at Kurkumbh.
2. Setting up of new Solar Plant of 3.0 MW in western parts ofMaharashtra.
3. Some capex projects for upgrading the equipment and expansion ofcapacities at all productions sites.
9. SUBSIDIARY/ASSOCIATE COMPANIES
The company does not have any subsidiary or associate or joint venturecompany.
10. RESPONSIBLE CARE:
Responsible Care is a voluntary initiative of International Council ofChemical Associations implemented in India by Indian Chemical Council to safely handlethe products from inception in the research laboratory through manufacture anddistribution to ultimate reuse recycle and disposal and to involve the public in thedecision making processes. We have got our company recertified for Responsible CareinSeptember 2020. The recertification is valid till September 2023. Several programs andstudies related to safety environment and health have been taken up and are beingimplemented.
Your Company continues to participate in developing Product Safety andStewardship and Product Distribution Code as a part of initiative taken by Indian ChemicalCouncil (ICC) along with other chemical companies. The objective was to update codes afterrigorous implementation of Responsible Care program and findings of audits.
11. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The information on conservation of energy technology absorption andother details stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of The Companies (Accounts) Rules 2014 is annexed herewith in Annexure 2".
12. SAFETY HEALTH AND ENVIRONMENT:
We encourage a high level of awareness of safety issues among ouremployees and strive for continuous improvement. Employees are trained in safe practicesto be followed at the workplace. Compliance of safety training has improved over the yearsand there is active participation from employees. We take active part in Mutual Aid schemein the respective industrial areas. We are one of the leading members of Local andDistrict Crisis Group and have earned reputation amongst society around and statutoryauthorities for prompt support during Disaster Management events.
The company conducts scheduled mock drills for emergency scenarios withthe active involvement of its staff and occasionally in the presence of externalstakeholders. The gaps if any are immediately addressed for closure. To strengthen theEmergency Response the company conducts truncated drills and table top exercises toassess the performance of emergency responders. Daily tool box talks and safety talks toofficers and contractors are done by the company staff.
During FY 20-21 the most vulnerable area of concern was the operationsof our facility during the pandemic situation. We have developed policy to mitigate therisk and we have succeded in running our facilities with minimal impact and supported ouresteem customers. To minimise fire risk at all locations we have implemented a Policy onstorage of Raw Material/Finished Goods/Work in Progress/HW storage policy to minimise thefire risk across the sites. We have built additional space in existing warehouses to storematerials in scientific ways. We have strengthened previously implemented Work PermitSystem Management of Change and Safety Violation Policies. The company is strengtheninghydrant and sprinkler network at Kurkumbh in this financial year.
All the incidents/near miss are investigated thoroughly by a selectedcross functional team and correction/corrective actions are implemented across thelocations. Walkthrough rounds by senior managers are conducted every month and each areaof the factory is visited regularly. Observations are recorded and closed immediately.With a view to improve the safety culture measurable KPI's Leading Indicators andLagging Indicators are reviewed in monthly EHS Review Meeting which is chaired byExecutive Director of the company. We have encouraged employees to report one near-missper employee per month to improve our safety performance.
B) HEALTH & HYGIENE:
Health of employees is of utmost importance to us. Periodic medicalcheck-up of employees is done to monitor their health. Regular work area monitoring tocheck concentration of chemicals noise level and quality of ambient air is carried outbased on National Ambient Air Quality Standard. We also have well equipped OccupationHealth Centre with a Doctor appropriate staff and our own ambulance vehicle at all ourmanufacturing sites. We have a team of employees trained as FIRST AIDERS who use theiracquired skills while on duty or off duty to serve the society. Addressing OccupationalHealth and Safety issues to meet expectations continue to be a focal point for yourcompany.
New employees undergo pre-employment medical check-up beforeappointment. Training programs are arranged on lifestyle diseases by eminent doctors.Health camps are arranged. Drivers are provided training on understanding the hazards oftransported chemicals and their impacts on health. Occupational health centres have beenupgraded and modern equipment are provided. This year we have taken objective to reduceBody Mass Index of the higher range (above 27) and achieved 76 % of the target. We aregoing to continue to reduce obesity of the employees.
Your company has also engaged a professional consulting doctor toupgrade our existing Occupational Health and Hygiene system. With his professional adviceguidance and actionable solutions we have upgraded our standard to the next level in theoccupational health and safety.
All COVID-19 related precautions and safety protocols of temperaturesensing wearing of safety gears like masks goggles face shields social distancingsanitizing and washing hands are being adhered to very stringently. The offices andmanufacturing facilities are regularly sanitized so that our employees are safe andsecure.
Environment protection and adherence to pollution control norms is ofhigh concern for our company.
i) Air Emissions - We monitor regularly emissions from various sourcesand are very particular about compliance with statutory requirement. Projects areundertaken for reduction of emissions. During FY 20 -21 we have provided scrubbers to theprocess plants and boiler to reduce the emissions.
ii) Liquid Waste Treatment - We have an integrated Effluent TreatmentPlant and we maintain outlet standards within the prescribed limits. We have installedonline effluent real time monitoring system across the locations to track real timemonitoring data. We recycle 50% of our effluent at Kurkumbh by installing Reverse Osmosis(RO)/Multi Effect Evaporator (MEE). We are in process of installing RO/MEE at Dahej &Patalganga. Use of water from the Sewage Treatment Plant for gardening and number of GOGREEN activities were undertaken at the plant and staff colony.
iii) Solid Waste Management - Solid wastes are disposed of at securedlandfill or sent for incineration at the Authorized Hazardous waste disposal facility. Wehave a program in place for waste management using reduction/ recycle/ reuse/ recoverytechniques. These programs are continuously reviewed by monitoring their progress andeffectiveness.
iv) Green belt - Tree plantation inside and outside the factorypremises is given utmost importance and is done on a regular basis. At Kurkumbh the unithas developed 94731 m2 green belt and planted approx. 14000 various species of plants. AtDahej the unit has developed 22000 m2 area for green belt inside the plot and taken anadjacent land on lease from GIDC for development of greenbelt having 35622 m2 area. Thisoutside plot is contiguous to the existing plot. Around 5000 various species are plantedat both the areas & remaining will be planted in this FY.
D) SAFETY HEALTH AND ENVIRONMENT (SHE) EVENTS:
During FY20-21 there were no any SHE reportable events across thelocations.
13. CORPORATE SOCIAL RESPONSIBILITY:
Your Company works with a deep sense of social commitment andcontributes towards the welfare of the society that it is part of. The Company hasformulated a Corporate Social Responsibility (CSR) Policy indicating the activities to beundertaken by the Company which has been approved by the CSR Committee and the Board.Your Company's concerns are focused on Environment Sustainability & RuralDevelopment Health/Women Empowerment Education/Sports and others. In order to supportthe measures taken by Central Government and State Governments to prevent and contain thespread of Corona Virus (COVID 19) the Company had undertaken various relief projects tohelp those affected by COVID-19 and lockdown.
The Annual Report on CSR activities is annexed herewith asAnnexure 3". The CSR Policy can be viewed on the website of the Company.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Suneet Kothari Executive Director retires by rotation at theensuing Annual General Meeting and being eligible has offered himself forre-appointment.
The Shareholders at the 40th Annual General Meeting held on August 142020 have approved the re-appointment of Mr. Kirat Patel and Mr. Suneet Kothari asExecutive Directors for a period of five years from 1st January 2020 to 31st December2024 and Mr. Yogesh M. Kothari as Chairman & Managing Director for a period of fiveyears from 1st April 2020 to 31st March 2025.
The Independent Directors of your Company have certified theirindependence to the Board stating that they meet the criteria for independence asmentioned under Section 149 (6) of the Act.
In terms of provisions of Section 150 of the Companies Act 2013 readwith Rule 6(4) of the Companies (Appointment & Qualification of Directors) AmendmentRules 2019 the Independent Directors of the Company have registered themselves with theIndian Institute of Corporate Affairs Manesar (IICA').
Mr. Rahul Mehta resigned as Chief Financial Officer of the Companyw.e.f. September 21 2020. The Board of Directors at their meeting held on February 22021 has appointed Mr. Kirat Patel Executive Director as Chief Financial Officer of theCompany w.e.f. February 2 2021. Mr. Kirat Patel B. Tech. Mechanical Engineering fromIndian Institute of Technology Bombay and MMS (Finance) from Jamnalal Bajaj Institute ofManagement Mumbai has vast varied and unique experience of more than 40 years in theareas of Operations Commercial as well as Finance and Accounts.
The following are the Key Managerial Personnel of the Company in termsof the provisions of the Act read with The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:
Mr. Yogesh M Kothari Chairman & Managing Director
Mr. Kirat Patel Executive Director and Chief Financial Officer
Mr. Suneet Y Kothari Executive Director
Mr. Chintamani Thatte General Manager (Legal) & CompanySecretary (and as Compliance Officer)
There was no change in the composition of the Board of Directors andKey Managerial Personnel during the year under review except as stated above.
14.1 Board Evaluation
Pursuant to the provisions of Companies Act 2013 and SEBI (LODR)Regulations 2015 the annual evaluation has been carried out by the Board of its ownperformance and that of its Committees and individual Directors by way of individual andcollective feedback from Directors. The Directors expressed their satisfaction with theevaluation process.
14.2 Remuneration Policy
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy can be viewed on thecompany's website.
During the year four Board Meetings and five Audit Committee Meetingswere convened and held the details of which are given in the Corporate Governance Report.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and circulars and regulations issued under SEBI (LODR) Regulations2015 as amended from time to time.
14.4. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for theyear ended March 31 2021 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;
b. that such accounting policies as mentioned in Note 1 of the Notes tothe Financial Statements have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the profit of theCompany for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. that the annual financial statements have been prepared on a goingconcern basis;
e. that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.
No material changes or commitments have occurred between the end of thefinancial year and the date of this Report which affect the financial statements of theCompany in respect of the reporting year.
15. RISK MANAGEMENT
The Company has an elaborate Risk Management reporting system which isdesigned to enable risks to be identified assessed and mitigated appropriately. The Boardhas constituted Risk Management Committee to identify elements of risk in different areasof operations and has formulated a Risk Management Policy for actions associated tomitigate the risks. There is a well- structured Business Continuity Plan with RiskManagement process for identifying the risks which has helped in development of detailedrisk mitigation plan. The Board oversees the Risk Management Report detailing all therisks that the Company faces such as Marketing Supply Chain Commercial Operations andSafety Human Resource Compliance and Financial and there is an adequate risk managementinfrastructure in place capable of addressing those risks.
16. INTERNAL FINANCIAL CONTROLS
Internal Financial Controls are an integrated part of the riskmanagement reporting system addressing financial and financial reporting risks. Assuranceon the effectiveness of internal financial controls is obtained through management reviewsand continuous monitoring by functional experts. We believe that these checks providereasonable assurance that our internal financial controls are designed effectively areadequate and are operating as intended.
17. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigils Mechanism/Whistle Blower Policyfor Directors and Employees to report their genuine concerns. The Mechanism provides foradequate safeguards against victimization of director(s)/ employee(s) who can avail of themechanism and also provides for direct access to the Chairman of the Audit Committee inexceptional cases.
18. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during thefinancial year were at an arm's length basis and were in the ordinary course ofbusiness. There are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee asalso the Board for approval. Prior omnibus approval wherever necessary of the AuditCommittee is obtained on a quarterly basis for the transactions which are of a foreseenand repetitive nature. The transactions entered into pursuant to the omnibus approval sogranted are audited and a statement giving details of all related party transactions isplaced before the Audit Committee and the Board of Directors for their approval on aquarterly basis. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.
Since all related party transactions entered into by the Company werein the ordinary course of business and were on an arm's length basis form AOC-2 isnot applicable to the Company for FY 2020-21.
19. CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable tothe Board of Directors and Senior Management which is available on the company'swebsite. All Board Members and Senior Management personnel have affirmed compliance withthe code of conduct.
20. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI yourDirectors have framed and approved Insider Trading Policy for the Company i.e. Codeof Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation' and Code of Conduct for Regulating Monitoring and Reporting ofTrading by Designated Persons/Insiders'. The Policy is available on thecompany's website.
21. FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public withinthe meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
The Properties and Assets of the Company are adequately insured.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS:
There are no significant material orders passed by the Regulators /Courts / Tribunals which would impact the going concern status of the Company and itsfuture operations.
24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:
Details of loans guarantees and investments covered under theprovisions of Section 186 of the Companies Act 2013 wherever applicable are given inthe notes to financial statements.
25.1 Statutory Auditors
M/s. N.M. Raiji & Co. Chartered Accountants Mumbai (FirmRegistration Number 108296W) were appointed as Statutory Auditors of the Company at the39th Annual General Meeting held on August 6 2019 to hold office from the conclusion ofthe said meeting till the conclusion of the 42nd Annual General Meeting. The Companies(Amendment) Act 2017 has waived the requirement for ratification of the appointment bythe members at every Annual General Meeting. Hence the approval of the members is notbeing sought for the re-appointment of the Statutory Auditors and in line with resolutionof their appointment passed at the Annual General Meeting held on August 6 2019. TheAuditor's Report for financial year 2020-21 does not contain any qualificationreservation disclaimer or adverse remark. There was no instance of fraud during the yearunder review which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of Act and Rules framed thereunder. The Auditor'sReport is enclosed with the financial statements in this Annual Report.
25.2 Cost Auditors
In terms of the Section 148 of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014 it is stated that the cost accounts and recordsare made and maintained by the Company as specified by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013.
The Board of Directors has on the recommendation of Audit Committeeappointed Messrs. Manish Shukla & Associates as Cost Auditors for the year 2021-22 inplace of Messrs Hemant Shah & Associates Cost Auditors under Section 148 of the Actread with The Companies (Cost Records and Audit) Amendment Rules 2014.
The remuneration payable to the Cost Auditors is required to be placedbefore the Members in a general meeting for their ratification. Accordingly Resolutionseeking Members' ratification for the remuneration payable to Messrs. Manish Shukla& Associates as Cost Auditors for the year 2021-22 is included under Item No. 4 of theNotice convening the Annual General Meeting.
25.3 Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and SEBI(LODR) Regulations as amended the Board of Directors has on the recommendation of AuditCommittee re-appointed Mr. Prashant Mehta Practising Company Secretary to undertake theSecretarial Audit of the Company for the financial year ending 31st March 2022.
The Auditor's Report for financial year 2020-21 does not containany qualification reservation disclaimer or adverse remark. The Report of theSecretarial Auditor for the financial year ending 31st March 2021 is annexed herewith asAnnexure 4 ".
26. CORPORATE GOVERNANCE
As per SEBI (LODR) Regulations a separate section (Annexure 5) oncorporate governance practices followed by the Company together with a certificates fromthe Company's Secretarial Auditors confirming compliance forms an integral part ofthis Report.
27. BUSINESS RESPONSIBILITY REPORT
A separate section on Business Responsibility Reporting forms part ofthis Annual Report as required under Regulation 34(2) (f) of the Listing Regulations.
28. AWARDS AND RECOGNITION
Your Company was recognized at important industry forums withprestigious and diverse external accolades in 2020-21 which include:
1. Business Standards awards for corporate excellence for 2020 declaredyour Company as winner of the Star SME Award
2. The Indian Chemical Council awarded our Chairman and ManagingDirector Mr. Yogesh M. Kothari with the Lifetime Achievement Award for his majorcontribution with respect to manufacturing of chemicals.
29. CONSOLIDATED FINANCIAL STATEMENTS
Since the Company does not have any subsidiary or associate companythere is no requirement of preparing the Consolidated Financial Statements during thefinancial year 2020-21 in accordance with relevant IND AS 110 issued by the Institute ofChartered Accountants of India.
30. ANNUAL RETURN
The Annual Return as required under Section 92(3) of the Companies Act2013 and Rule 12 of the Companies (Management and Administration) Rules 2014 is availableon the website of the Company and can be accessed at www.alkylamines.com.
a) EMPLOYEE STOCK OPTION PLAN 2018 (ESOP 2018)
The ESOP Scheme AACL Employees Stock Option Plan 2018' (AACLESOP 2018) approved by the shareholders in 2018 is in compliance with SEBI (Share BasedEmployee Benefits) Regulations 2014 (SBEB Regulations). There were no changes in theScheme during the year. The Nomination and Remuneration Committee of the Board ofDirectors of the Company inter alia administers and monitors the Scheme. Out of 54621stock options granted under the Scheme in March 2019 16319 stock options were vested inMarch 2020. During the year under review 16319 equity shares were allotted to theeligible employees pursuant to exercise of stock options by them. In April 2021 20702stock options were vested under the Scheme and of that 3853 equity shares were allottedto the eligible employees pursuant exercise of stock options by them. The Nomination andRemuneration Committee of the Board at its meetings held on 14th August 2020 along withsubsequent circular resolution passed on 20th August 2020 and on 25th March 2021 hasfurther granted second tranche of 14710 stock options and third tranche of 5640 stockoptions respectively to the eligible employees of the company under the AACL ESOP 2018.The disclosures regarding stock options required to be made under the provisions of theSEBI Regulations are available on the website of the Company athttp://alkylamines.com/investors/ ESOP%20Disclosure.pdf
A certificate from the Auditors of the Company that the Scheme has beenimplemented in accordance with SEBI Regulations and the resolution passed by the membersshall be placed in the ensuing Annual General Meeting for inspection of the members. Acopy of the same will also be available for inspection at the Company's RegisteredOffice.
b) DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT 2013
Disclosures pertaining to the remuneration and other details asrequired under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 thereunder forms part ofthe Board's Report. The said disclosures information and details in respect ofemployees of the Company required pursuant to said Section and the Rule will be providedupon request. Further a statement showing the names and particulars
of employees drawing remuneration in excess of limits as set out underRule 5(2) of the said Rules also forms part of this Report. However in terms of Section136 of the Companies Act 2013 the Report and Accounts are being sent to the Members andothers entitled thereto excluding the statement of particulars of employees and isavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting. If any Member is interested in obtaining a copy thereof such Member may write tothe Company Secretary in this regard.
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has formulated a comprehensive policy on preventionprohibition and redressal against sexual harassment of women at workplace which is inaccordance with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (POSH'). The said policy has been madeavailable on the website of the Company.
In line with the requirements of POSH the Company has set upComplaints Committees at its workplaces to look into complaints of sexual harassmentreceived from any women employee. No complaints have been received during the year2020-21.
33. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion& Analysis describing the Company's objectives expectations or forecasts may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factorsthat could influence the Company's operations include global and domestic demand andsupply conditions affecting selling prices of finished goods input availability andprices changes in government regulations tax laws economic developments within thecountry and other factors such as litigation and industrial relations.
The Directors would like to take this opportunity to show theirappreciation to all employees for their hard work dedication and support which has helpedus face all challenges and enable business continuity in these turbulent times of globalcoronavirus pandemic and lockdown. The Directors wish to place on record theirappreciation of the continuous support received by the Company from the investorsparticipating Banks Central/State Government Departments its Customers and Suppliers.
| ||For and on behalf of the Board |
|Place: Mumbai ||YOGESH M. KOTHARI |
|Date: May 27 2021 ||Chairman & Managing Director |
| ||(DIN : 00010015) |