Alkyl Amines Chemicals Limited
Your Directors take pleasure in presenting the 40th Annual Report on the business andoperations of your Company together with Audited Financial Statements for the financialyear ended March 31 2020.
1. FINANCIAL RESULTS:
The financial performance of your Company is as summarized below for the year underreview:
| || |
| || |
Rs. In Lakhs
|Rs. In Lakhs |
|Revenue from operations ||99288 ||84640 |
|Other Income ||701 ||395 |
|Total Income ||99989 ||85035 |
|Profit before interest depreciation & taxation ||26403 ||16830 |
|Interest & financial expenses ||1025 ||1477 |
|Depreciation ||2691 ||2334 |
|Profit before exceptional item ||22687 ||13019 |
|Exceptional Items ||3284 ||0 |
|Profit before tax ||25971 ||13019 |
|Provision for tax ||4443 ||4645 |
|Net Profit after tax ||21528 ||8374 |
|Other Comprehensive Income ||(130) ||(69) |
|Total Comprehensive Income ||21398 ||8306 |
|Opening balance in retained earnings ||30728 ||24143 |
|Profit available for appropriations ||52126 ||32449 |
|Interim Dividends paid/Dividends paid ||3671 ||(1428) |
|Tax on dividends ||755 ||(293) |
|Closing balance in retained earnings ||47700 ||30728 |
2. PERFORMANCE HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS:
During the year under review total Income increased from Rs.85035 lakhs to Rs.99989lakhs an increase of 18%. Profit before tax for the year was Rs 25971 lakhs compared toRs.13019 lakhs of the previous year (an increase of 99%) and Profit after tax was Rs.21528 lakhs as against Rs.8374 lakhs of the previous year (an increase of 157%). YourDirectors do not propose to transfer any amount to the Reserves. Further details ofoperations are given in the Management Discussion and Analysis Report annexed (Annexure1). There has been no change in the nature of business of the Company.
3. IMPACT OF THE COVID-19 PANDEMIC ON THE OPERATIONS AND BUSINESS:
In view of the lockdown due to COVID-19 pandemic across the country from end March2020 the manufacturing facilities of the Company were working partially after the firstweek of April 2020. As the Company is in the manufacture and sale of pharmaceuticalsintermediaries after discussing with authorities and sorting out the bottlenecks theCompany gradually ramped up its operations over the next several days till April end anddespite manpower issues and demand made efforts to achieve optimum capacity production inMay 2020. The offices and Technical Centre have been closed through April and May andthose employees have been working from home wherever possible. However there was nosignificant impact on the business of the Company for the year ended March 31 2020. TheCompany is ensuring compliance with the directives issued by the Central Government StateGovernments and local government. All the manufacturing facilities have been sanitized sothat our employees are safe and secure. All safety protocols are adhered to verystringently.
Your Company is in a comfortable financial position to meet its commitments and will beable to meet all its debts obligations as they come up. Internal financial reporting andcontrol are adequate and operating effectively. Though the Company is not in a position togauge with certainty the future impact on its operations the Company expects that thedemand for its products from pharmaceuticals sector will continue and as such barringunforeseen circumstances there will not be a significant impact of COVID-19 on theoperations of the Company for the financial year 2020-21.
The Directors are pleased to inform that the Company is now amongst the Top 500 listedCompanies on the Stock Exchanges on the basis of market capitalization as on March 312020. In terms of the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI (LODR) Regulations) the Company has formulated a DividendDistribution Policy. The policy is given in Annexure 7 to this Report and it is alsoavailable on the Company's website.
In terms of Dividend Policy your Directors are pleased to recommend for your approvalfinal dividend of Rs. 10/- per Equity Share of Rs.5/- each for the year ended March 312020 (Previous Year: Dividend of Rs.8/- per equity share of Rs.5/- each). The total amountof final dividend thereon amounts to Rs. 2040 lakhs (Previous Year Rs.1721 lakhs). Thedividend payable shall be subject to deduction of tax at source as applicable. You arerequested to approve the same. The total dividend for 2019-20 aggregates to Rs. 20/- perequity share which includes interim dividend of Rs. 10/- per equity share paid on 2ndMarch 2020.
5. SHARE CAPITAL:
The Company has as on March 31 2020 paid up share capital of Rs. 101981960/-consisting of 20396392 Equity Shares of Rs 5/- each fully paid up.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Schedule V of the SEBI(LODR) Regulations 2015 is included in this Annual Report (Annexure 1).
7. NEW PROJECTS:
At our Dahej plant derivatives production capacities were enhanced in the year2019-20. Our new Projects include:
1. Setting up new Acetonitrile plant with utilities at Dahej.
2. Hydrogenation facilities are being expanded at Kurkumbh. The project is expected tobe completed in Q2 FY 2021-22.
3. Some capex projects for upgrading the equipment and expansion of capacities at allproductions sites are being undertaken.
8. SUBSIDIARY/ASSOCIATE COMPANIES
Diamines & Chemicals Limited Vadodara:
During the year on November 18 2019 the Company has disposed of its entireshareholding of 2977996 equity shares representing 30.44% stake held in its associateDiamines and Chemicals Limited at a consideration of Rs. 3428.27 lakhs and earned aprofit of Rs. Rs. 3284.16 lakhs. Consequently with effect from November 18 2019Diamines and Chemicals Limited has ceased to be an Associate Company of Company.
As required in terms of SEBI LODR Regulations and pursuant to IND AS 110 ConsolidatedFinancial Statements presented by the Company include the financial results of associateDiamines and Chemicals Ltd for the year ended March 31 2020 but considered for theperiod upto November 18 2019 being the date on which it ceased to be as associate.
The company does not have any subsidiary company or any joint venture company.
9. RESPONSIBLE CARE:
Responsible Care is a voluntary initiative of International Council of ChemicalAssociations implemented in India by Indian Chemical Council to safely handle theproducts from inception in the research laboratory through manufacture and distributionto ultimate reuse recycle and disposal and to involve the public in the decision makingprocesses. We have got our company recertified for Responsible Carein September 2017several programs and studies related to safety environment and health have been taken upand are being implemented. The recertification is valid till September 2020.
Your Company continues to participate in developing Product Safety and Stewardship andProduct distribution code as a part of initiative taken by Indian Chemical Council (ICC)along with other chemical companies. The objective was to update codes after rigorousimplementation of Responsible Care program and findings of audits.
9.1. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information on conservation of energy technology absorption and other detailsstipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 is annexed herewith in "Annexure 2".
9.2. SAFETY HEALTH AND ENVIRONMENT:
We encourage a high level of awareness of safety issues among our employees and strivefor continuous improvement. All incidents are investigated by a selected team anddiscussed in safety committee meetings and corrective actions wherever necessary are takenimmediately. Employees are trained in safe practices to be followed at the workplace.Compliance of safety training has improved over the years and there is activeparticipation from employees. We take active part in Mutual Aid scheme in the respectiveindustrial areas. We are one of the leading members of Local and District Crisis Group andhave earned reputation amongst society around and statutory authorities for prompt supportduring Disaster Management events. Safety promotional activities such as celebration ofNational safety week world environment day fire service day are celebrated with activeparticipation of employees and contract workers. Competitions are held and prizes areawarded to successful participants. Persons from neighbouring industries; schools;villagers and Govt. officers are invited during the week and for the closing safety weekceremony. The company conducts scheduled mock drills for emergency scenarios with theactive involvement of its staff and occasionally in the presence of external stakeholders.The gaps if any are immediately addressed for closure. To strengthen the EmergencyResponse the company conducts truncated drills and table top exercises to assess theperformance of emergency responders. Daily tool box talks and safety talks to officers andcontractors are done by the company staff.
The company has a Disaster Management Plan. We provide risk information to thecommunity as a part of our social and environmental responsibility. The company has alsomade an information booklet and a video clip to improve community awareness. The bookletand video clip covers detailed information related to our operations at Kurkumbh end useof our products and safety control measures taken during design operations and in thesupply chain. This will give confidence to the local community and avoid a panic situationin case of an emergency. It is proposed to do something similar for the community at theother two locations too.
During FY19-20 we have implemented the safety violation handling procedure to supportthe enforcement of the cardinal Safety Critical Rules that are expected to be followed atall the sites. The reported violations are reviewed in the employee health and safetyreview meeting with the top management. Lost Time Injury/Near Miss Incidents areinvestigated thoroughly and necessary corrections and corrective actions implemented. Allthe incidents are recorded and investigated regularly. Walkthrough rounds by seniormanagers are conducted every month and each area of the factory is visited regularly.Observations are recorded and closed immediately. Special budget is allocated to the SiteHead for this activity. With a view to improve the safety culture measurable KPI's onsafety health and environment are set.
B) HEALTH & HYGIENE:
Health of employees is of utmost importance to us. Periodic medical check-up ofemployees is done to monitor their health. Regular work area monitoring to checkconcentration of chemicals noise level and quality of ambient air is carried out basedon National Ambient Air Quality Standard. We also have well equipped Occupation HealthCenter 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 before appointment. Trainingprograms are arranged on lifestyle diseases by eminent doctors. Health camps are arranged.Drivers are provided training on understanding the hazards of transported chemicals andtheir impacts on health. Occupational health centers have been upgraded and modernequipment are provided. This year too we have initiated Health promotional activities suchas celebrating International Yoga day and conducting Yoga training of our employees andcontractors at all our sites.
Your company has also engaged a professional consulting doctor to upgrade our existingOccupational Health and Hygiene system. With his professional advice guidance andactionable solutions we hope to achieve our desired goal of improving the health andwellbeing of our employees and stakeholders.
Environment protection and adherence to pollution control norms is of high concern forour 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 FY19-20 in Patalganga plant we haveprovided a hydrogen recovery plant to reduce emissions. ii) Liquid Waste Treatment We have an integrated Effluent Treatment Plant and we maintain outlet standards within theprescribed limits. We recycle 50% of our effluent at Kurkumbh. Sewage Treatment PlantWater of Kurkumbh and Dahej is recycled for gardening purpose. iii) Solid Waste Management Solid wastes are disposed of at secured landfill or sent for incineration at theAuthorized Hazardous waste disposal facility. We have a program in place for wastemanagement using reduction/ recycle/ reuse/ recovery techniques. These programs arecontinuously reviewed for monitoring their progress and effectiveness.
iv) Green belt Tree plantation inside and outside the factory premises is givenutmost importance and is done on a regular basis. v) Solar Water heaters have beeninstalled at the staff colony. Use of water from the Sewage Treatment Plant for gardeningand number of GO GREEN activities were undertaken at the plant and staff colony.
D) SAFETY HEALTH AND ENVIRONMENT (SHE) EVENTS:
During FY19-20 there were two SHE events happened at our manufacturing locations;
1) There was a flooding on 4th and 22nd August 2019 during the monsoon at ourPatalganga site. Due to flooded situation in the plant our ground level equipment weredamaged. The loss due to the flood was assessed at Rs. 92 lakhs and the Company has filedthe claim with the insurance company for the said amount
2) There was an incident of fire at our Kurkumbh site on 14th August 2019. The fire wasbrought under control within two hours by our emergency response team with some externalsupport. The fire was initiated at our work in progress drum storage area. The drums werestored at a corner of the plot. The fire was restricted to one farthest corner of the sitethe area of which measured less than 1% of the total site area and there was no loss oflife or injury to anyone. All other areas of the site were unaffected. The loss due to thefire was assessed at Rs. 191 lakhs and the Company has filed the claim with the insurancecompany for the said amount.
10. CORPORATE SOCIAL RESPONSIBILITY:
Your Company works with a deep sense of social commitment and contributes towards thewelfare of the society that it is part of. The Company has formulated a Corporate SocialResponsibility (CSR) Policy indicating the activities to be undertaken by the Companywhich has been approved by the CSR Committee and the Board. Your Company's concerns arefocused on Environment Sustainability & Rural Development Health/Women EmpowermentEducation/Sports and others. In the year 2019-20 there was a shortfall in CSR expenditureby Rs. 9.00 lakhs as some projects could not be completed due to Covid-19 pandemic. Inorder to support the measures taken by Central Government and State Governments to preventand contain the spread of Corona Virus (COVID 19) the Company has undertaken variousrelief projects to help those affected by COVID-19 and lockdown. The Annual Report on CSRactivities is annexed herewith as "Annexure 3". The CSR Policy can be viewed onthe website of the Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Kirat Patel Executive Director retires by rotation at the Annual General Meetingand being eligible has offered himself for re-appointment. The Shareholders at the 39thAnnual General Meeting held on August 6 2019 have re-appointed Mr. Dilip. G. PiramalMr. Shyam. B. Ghia and Mr. Shobhan M. Thakore as Independent Directors for a period of 5years from August 6 2019 upto August 5 2024 and have appointed Ms. Leja Hattiangadi andMr. Chandrashekhar R. Gupte as Independent Directors for a period of 5 years from November1 2018 upto October 31 2023 and from May 21 2019 upto May 20 2024 respectively. Allthe independent directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013. In terms ofprovisions of Section 150 of the Companies Act 2013 read with Rule 6(4) of the Companies(Appointment & Qualification of Directors) Amendment Rules 2019 Independent Directorsare required to take requisite steps towards the inclusion of their names in the data bankmaintained with the Indian Institute of Corporate Affairs Manesar (IICA').Accordingly all the Independent Directors of the Company have been issued the Certificateof Registration by IICA. All the Independent Directors have given declaration regardingcompliance with these Rules. The Board of Directors have on the recommendation ofNomination & Remuneration Committee and subject to approval of shareholders at theGeneral Meeting at their meeting held on November 6 2019 re-appointed Mr. Kirat Pateland Mr. Suneet Kothari as Executive Directors and Mr. Yogesh M. Kothari as Chairman &Managing Director for a further period of five years the details of which are given inthe notice convening the meeting. The Board recommends their re-appointment.
Mr. Hemendra M. Kothari resigned as Director (Non-Executive Non-Independent Director)of the Company with effect from May 21 2019 as at his age of 73 years indicating that hewould like someone to take it further to add value to the company. He was associated withthe Company as a Director for almost 40 years since October 1980 and also as Chairman ofthe Board of Directors upto September 1995. He had been a great support a source ofencouragement and inspiration for the Company through out. During his tenure the Boardreceived very valuable guidance and advice from him on various business aspects includingfinancing for various projects. The Board of Directors has placed on record its sincereappreciation for his outstanding contribution during his tenure as a Director.
The following are the Key Managerial Personnel of the Company in terms of theprovisions of the Act read with The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:
Mr. Yogesh M Kothari Chairman & Managing Director
Mr. Kirat Patel Executive Director
Mr. Suneet Y Kothari Executive Director
Mr. Rahul J. Mehta General Manager (Finance & Accounts) as Chief FinancialOfficer
Mr. Chintamani D. Thatte General Manager (Secretarial) & Company Secretary(and as Compliance Officer)
11.1 Board Evaluation
Pursuant to the provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015the annual evaluation has been carried out by the Board of its own performance and that ofits Committees and individual Directors by way of individual and collective feedback fromDirectors. The Directors expressed their satisfaction with the evaluation process.
11.2 Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy can be viewed on the company's website.
During the year four Board Meetings and four Audit Committee Meetings were convened andheld the details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
11.4. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: a. that in the preparation of the annualfinancial statements for the year ended March 31 2020 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b. that such accounting policies as mentioned in Note 1 of the Notesto the 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 2020 and of the profit of theCompany for the year ended on that date; c. that proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. that the annual financial statements havebeen prepared on a going concern basis; e. that proper internal financial controls were inplace and that the financial controls were adequate and were operating effectively. f.that systems to ensure compliance with the provisions of all applicable laws were in placeand were adequate and operating effectively.
No material changes or commitments have occurred between the end of the financial yearand the date of this Report which affect the financial statements of the Company inrespect of the reporting year.
12. RISK MANAGEMENT
The Company has an elaborate Risk Management reporting system which is designed toenable risks to be identified assessed and mitigated appropriately. The Board hasconstituted Risk Management Committee to identify elements of risk in different areas ofoperations and has formulated a Risk Management Policy for actions associated to mitigatethe risks. The Board oversees the Risk Management Report detailing all the risks that theCompany faces such as Marketing Supply Chain Commercial Operations and Safety HumanResource Compliance and Financial and there is an adequate risk management infrastructurein place capable of addressing those risks.
13. INTERNAL FINANCIAL CONTROLS
Internal Financial Controls are an integrated part of the risk management reportingsystem addressing financial and financial reporting risks. Assurance on the effectivenessof internal financial controls is obtained through management reviews and continuousmonitoring by functional experts. We believe that these checks provide reasonableassurance that our internal financial controls are designed effectively are adequate andare operating as intended.
14. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigils Mechanism/Whistle Blower Policy for Directors andEmployees to report their genuine concerns. The Mechanism provides for adequate safeguardsagainst victimization of director(s)/ employee(s) who can avail of the mechanism and alsoprovides for direct access to the Chairman of the Audit Committee in exceptional cases.
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were atan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis. The policy on RelatedParty Transactions as approved by the Board is uploaded on the Company's website.
Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm's length basis form AOC-2 is not applicable to theCompany.
16. CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management which is available on the company's website. All BoardMembers and Senior Management personnel have affirmed compliance with the code of conduct.
17. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI your Directors haveframed and approved Insider Trading Policy for the Company i.e. Code of Practicesand Procedures for Fair Disclosure of Unpublished Price Sensitive Information' andConduct of Conduct for Regulating Monitoring and Reporting of Trading by DesignatedPersons/Insiders'. The Policy is available on the company's website.
18. FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
The Properties and Assets of the Company are adequately insured.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 wherever applicable are given in the notes to financialstatements.
22.1 Statutory Auditors
M/s. N.M. Raiji & Co. Chartered Accountants Mumbai (Firm Registration Number108296W) were appointed as Statutory Auditors of the Company at the 39th Annual GeneralMeeting held on August 6 2019 to hold office from the conclusion of the said meeting tillthe conclusion of the 42nd Annual General Meeting. The Auditor's Report for financial year201920 does not contain any qualification reservation disclaimer or adverseremark. There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder. The Auditor's Report is enclosed with the financialstatements in this Annual Report.
22.2 Cost Auditors
In terms of the Section 148 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 it is stated that the cost accounts and records are madeand maintained by the Company as specified by the Central Government under sub-section (1)of Section 148 of the Companies Act 2013.
The Board of Directors has on the recommendation of Audit Committee re-appointedMessrs. Hemant Shah & Associates as Cost Auditor for the year 2020-21 under Section148 of the Act read with The Companies (Cost Records and Audit) Amendment Rules 2014. Theremuneration payable to the Cost Auditor is required to be placed before the Members in ageneral meeting for their ratification. Accordingly Resolution seeking Members'ratification for the remuneration payable for their re-appointment as Cost Auditor for theyear 2020-21 is sought under Item No. 7 of the Notice convening the Annual GeneralMeeting.
22.3 Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 The 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 2021. TheAuditor's Report for financial year 201920 does not contain any qualificationreservation disclaimer or adverse remark except the delayed compliance relating to priorintimation to stock exchanges in the matter of declaration of interim dividend for the FY2019-20 the details of which are given in Corporate Governance Report under para 6(iii).The Report of the Secretarial Auditor for the financial year ending 31st March 2020 isannexed herewith as "Annexure 4 ".
23. CORPORATE GOVERNANCE
As per SEBI (LODR) Regulations a separate section (Annexure 5) on corporate governancepractices followed by the Company together with a certificates from the Company'sSecretarial Auditors confirming compliance forms an integral part of this Report.
24. BUSINESS RESPONSIBILITY REPORT
A separate section on Business Responsibility Reporting forms part of this AnnualReport as required under Regulation 34(2) (f) of the Listing Regulations.
25. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in accordance withrelevant IND AS 110 issued by the Institute of Chartered Accountants of India form part ofthis Annual Report.
26. EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT 9 as required under Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is annexed herewith as Annexure 6.
27. EMPLOYEES a) EMPLOYEE STOCK OPTION PLAN 2018 (ESOP 2018)
The ESOP Scheme AACL - Employees Stock Option Plan 2018' approved by theshareholders in 2018 is in line with SEBI (Share Based Employee Benefits) Regulations2014 (SBEB Regulations). There were no changes in the Scheme during the year. TheNomination and Remuneration Committee of the Board of Directors of the Company interalia administers and monitors the Scheme. Out of 54621 stock options granted under theScheme in March 2019 16319 stock options were vested in March 2020. None of theGrantees have exercised the stock options during the year. The disclosures regarding stockoptions required to be made under the provisions of the Companies Act 2013 SBEBRegulations 2014 are available on the website of the Company athttp://alkylamines.com/investors/ ESOP%20Disclosure.pdf A certificate from the Auditors ofthe Company that the Scheme has been implemented in accordance with SEBI Regulations andthe resolution passed by the members shall be placed in the ensuing Annual GeneralMeeting for inspection of the members. A copy of the same will also be available forinspection at the Company's Registered Office. b) DISCLOSURES UNDER SECTION 197 OF THECOMPANIES 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 of employeesof the Company required pursuant to said Section and the Rule will be provided uponrequest. Further a statement showing the names and particulars of employees drawingremuneration in excess of limits as set out under Rule 5(2) of the said Rules also formspart of this Report. However in terms of Section 136 of the Companies Act 2013 theReport and Accounts are being sent to the Members and others entitled thereto excludingthe statement of particulars of employees and is available for inspection by the Membersupon request. If any Member is interested in obtaining a copy thereof such Member maywrite to the Company in this regard at email@example.com.
28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has formulated a comprehensive policy on prevention prohibition andredressal against sexual harassment of women at workplace which is in accordance with theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 (POSH'). The said policy has been made available on the websiteof the Company. In line with the requirements of POSH the Company has set up ComplaintsCommittees at its workplaces to look into complaints of sexual harassment received fromany women employee. No complaints have been received during the year 2019-20.
29. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.
The Directors would like to take this opportunity to show their appreciation to allemployees for their hard work dedication and support which has helped us face allchallenges and enable business continuity in these turbulent times of global coronaviruspandemic and lockdown.
The Directors wish to place on record their appreciation of the continuous supportreceived by the Company from the investors participating Banks Central/State GovernmentDepartments its Customers and Suppliers.
Place: Mumbai Date: June 23 2020
For and on behalf of the Board
YOGESH M. KOTHARI
Chairman & Managing Director (DIN : 00010015)