TO THE MEMBERS
Your Directors take pleasure in presenting the 39th Annual Report onthe business and operations of your Company together with Audited Financial Statements forthe financial year ended March 31 2019.
1. FINANCIAL RESULTS:
The financial performance of your Company is as summarized below forthe year under review:
| ||2018-19 ||2017-18 |
| ||Rs. In Lakhs ||Rs. In Lakhs |
|Revenue from Operations ||84640 ||62482 |
|Other Income ||395 ||316 |
|Total Income ||85035 ||62798 |
|Profit before interest depreciation & taxation ||16830 ||11959 |
|Interest & Financial Expenses ||1477 ||815 |
|Depreciation ||2334 ||1567 |
|Profit before Tax ||13019 ||9577 |
|Provision for Tax ||4645 ||3148 |
|Net Profit after Tax ||8374 ||6429 |
|Other Comprehensive Income ||(68) ||(47) |
|Total Comprehensive Income ||8306 ||6382 |
|Opening balance in Retained Earnings ||24143 ||18925 |
|Profit available for appropriations ||32449 ||25307 |
|Other adjustments due to IND AS Impact of adjustment in derivatives financial instruments ||0 ||63 |
|Dividends Paid ||(1428) ||(1020) |
|Tax on Dividends ||(293) ||(207) |
|Closing balance in Retained Earnings ||30728 ||24143 |
2. PERFORMANCE HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS:
During the year under review total Income increased from Rs. 62798lakhs to Rs. 85035 Lakhs an increase of 35%. Profit before tax for the year was Rs.13019 Lakhs compared to Rs. 9577 Lakhs of the previous year (an increase of 35 %) andProfit after tax was Rs. 8374 Lakhs as against Rs. 6429 lakhs of the previous year (anincrease of 30%). Your Directors do not propose to transfer any amount to the Reserves.Further details of operations are given in the Management Discussion and Analysis Reportannexed (Annexure 1). There has been no change in the nature of business of the Company.
Your Directors are pleased to recommend for your approval dividend ofRs. 8/- per Equity Share of Rs. 5/- each for the year ended March 31 2019 (Previous Year:Dividend of Rs. 7/- per equity share of Rs. 5/- each). The total amount of dividendincluding Income Tax thereon amounts to Rs. 1967 Lakhs (Previous Year Rs. 1721 Lakhs).You are requested to approve the same.
4. SHARE CAPITAL:
The Company has as on March 31 2019 paid up share capital of Rs.101981960/- consisting of 20396392 Equity Shares of Rs 5/- each fully paid up.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is included in thisAnnual Report (Annexure 1).
6. NEW PROJECTS:
Our new Plant at Dahej is functioning smoothly and we are planning increasing itscapacity.
Our new Projects include:
1) Increasing capacity for production of Acetonitrile
2) Increasing capacity for production of Amine Hydrochloride
3) Setting up a multipurpose Amine Derivative plant at Dahej
7. SUBSIDIARY/ASSOCIATE COMPANIES
Diamines & Chemicals Limited Vadodara:
Diamines and Chemicals Ltd. Vadodara our Associate Company hasachieved a total income (net) of Rs. 4828.11 Lakhs as against Rs. 3994.29 Lakhs of theprevious year. They made a profit after tax of Rs. 1313.18 Lakhs as against Rs. 708.90Lakhs of the previous year. They have declared a dividend of Rs. 2/- per equity share ofRs. 10/- each for the year ended March 31 2019.
Pursuant to IND AS 110 Consolidated Financial Statements presented by the Companyinclude the financial information of Diamines and Chemicals Ltd.
The company did not have any subsidiary company or any joint venture during the year.
8. 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 Care in September 2017.Several 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 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.
8.1. 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".
8.2. Safety Health and Environment:
Keeping in line with the core values of being a responsible corporatecitizen an Integrated Management System to ensure an effective Environment Management andOccupational Health Management has been established by your Company.
At the new manufacturing site at Dahej which was commissioned lastyear Safety and Environment management systems similar to those followed in Kurkumbh andPatalganga are being implemented. Safety performance is monitored regularly on monthlybasis in monthly review meetings. The Dahej site is expected to be certified to IMS 9001:14001 and 45001 during the financial year 2019-2020.
(a) Safety: We encourage a high level of awareness of safety issuesamong our employees and strive for continuous improvement. All incidents are investigatedby a selected team and discussed in safety committee meetings and corrective actionswherever necessary are taken immediately. Employees are trained in safe practices to befollowed at workplace. Compliance of safety training has improved over the years and thereis active participation from employees. We take active part in Mutual Aid scheme in therespective industrial areas. We are one of the leading members of Local and DistrictCrisis Group and have earned reputation amongst society around and statutory authoritiesfor prompt support during Disaster Management events.
External safety audit was carried out by outside agencies and the auditrecommendations are being implemented. No major deviation has been observed.
Safety promotional activities such as celebration of National safetyweek world environment day and fire service day are celebrated with active participationof employees and contract workers. Competitions are held and prizes are awarded tosuccessful participants. Persons from neighboring industries schools villagers and Govt.officers are invited during the week and for the closing safety week ceremony.
The Company conducts scheduled mock drill 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.
The Company has a Disaster Management Plan. The company provides riskinformation to the community on how to respond in case of any emergency as a part of itssocial and environmental responsibility.
Online deviation reporting system has been installed with access to allemployees including contract employees. The deviations recorded are promptly corrected byArea in-charge and closed. Employees are rewarded for good suggestions related toProductivity/health/safety/environment. This system encourages participation andinvolvement of employees at all levels.
The Safe employee and Safe contractor awards initiated in 2015-16 weredistributed accordingly in F.Y.- 2018-19.
Lost Time Injury/Near Miss Incidents are investigated thoroughly andnecessary corrections and corrective actions implemented. All the incidents are recordedand investigated regularly. Walkthrough rounds by senior managers are conducted monthlyand each area of the factory is visited regularly. Observed deviations are recorded andclosed immediately. Special budget is allocated to Site Head for this activity. Reviewsare held every month.
(b) Health : Health of employees is of utmost importance. Periodicmedical check-up of employees is done to monitor their health. Regular work areamonitoring to check concentration of chemicals noise level and quality of ambient air iscarried out based on National Ambient Air Quality Standard. We also have well equippedOccupation Health Center with a Doctor appropriate staff and own Ambulance Vehicle atmanufacturing sites at Patalganga Kurkumbh and Dahej. We have team of employees trainedas FIRST AIDERS who contribute their acquired skills while on duty as well as away fromduties to serve the society. Occupational Health and Safety issues are continuous focuspoints for your Company. Kurkumbh and Patalganga sites are offering themselves forcertification to ISO 45001:2018 (OHS Management System) under the scope of IMS. ISO 45001:2018 is under implementation at Dahej and certification is planned in 2019-20.
New employees undergo pre-employment medical check-up beforeappointment. Training programs are arranged on lifestyle diseases by eminent doctors.Health camps (including blood donation camps) are arranged. Drivers are provided trainingon understanding the hazards of transported chemicals and their impacts on health.Occupational health Centre have been upgraded and modern equipments are provided. Thisyear also we have initiated Health promotional activities such as celebratingInternational Yoga day and conducting Yoga training of our employees and contractors atall our sites.
(c) Environment: In line with our Alkyl Policy we give utmost importance toEnvironment protection and adherence to pollution control norms. Environmental ManagementSystem at Patalganga and Kurkumbh are certified to ISO 14001:2015. Dahej is scheduled forcertification in 2019-20.
Environment protection and adherence to pollution control norms is of high concern forour company.
i) Air Emissions We monitor regularly emissions from various sources and arevery particular about compliance with statutory requirement. Projects are undertaken forreduction of emissions. During the year in Patalganga plant we have provided a sprinklersystem at coal storage conveyor and crusher area.
ii) Liquid Waste Treatment We have integrated Effluent Treatment Plants and wemaintain outlet standards within the prescribed limits. Continuous efforts are made byimproving the internal processes to minimize the quantity of effluent generated. Duringthe year we have enhanced the capacity of tertiary plant in ETP to bring down TSS.
Our Company is also a member of the CETP located at Patalganga and Kurkumbh. We haveinstalled three RO units of 100KL100KL & 20KL capacity with MEE unit to recycle 50%of our effluent at Kurkumbh in this year.
At Patalganga we are planning to recycle effluent by installing 20 KL RO unit. OurDahej ETP outlet is recycled for cooling tower makeup whenever required.
iii) Solid Waste Management Solid wastes are disposed of to secured landfill orsent for incineration at the hazardous waste disposal facility. The manufacturing sites atPatalganga Kurkumbh and Dahej are members of the Authorized Common Hazardous WasteTransport Storage & Disposal Facility namely; Mumbai Waste Management LimitedTaloja Maharashtra Enviro Power Limited Ranjangaon and Bharuch Enviro InfrastructureLtd. respectively. We have a program in place for waste management using reduction/recycle/ reuse/ recovery techniques. These programs are continuously reviewed formonitoring 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) Non- conventional Renewable Energy and Natural Resource conservation Our 2 MWSolar Power Plant at Bhoom Maharashtra is working satisfactorily. Solar Water heatershave been installed at the staff colony. Use of water from the Sewage Treatment Plant forgardening and number of GO GREEN activities were undertaken at the plant and staffcolony.
vi) New storm water drainage system which was constructed in Kurkumbh to regulate flowof water to outside factory premises is working as expected.
9. 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. The Annual Report onCSR activities is annexed herewith as "Annexure 3". The CSR Policy can be viewedon the website of the Company.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The shareholders at their 34th Annual General Meeting (AGM) hadappointed Mr. Dilip G. Piramal Mr. Shyam B Ghia and Mr. Shobhan M. Thakore as theIndependent Non Executive Directors to hold office for 5 consecutive years for a term uptoconclusion of ensuing AGM. They are eligible for re-appointment as Independent NonExecutive Directors for a second term of 5 consecutive years. Pursuant to the provisionsof the Companies Act 2013 SEBI Regulations and on the recommendation of Nomination andRemuneration Committee the Board of Directors recommend their re-appointment asIndependent Non Executive Directors subject to the approval of members by specialresolution for a second term of 5 consecutive years with effect from conclusion ofensuing 39th Annual General Meeting of the Company i.e. 6th August 2019 upto 5th August2024.
The said Directors have given their consent for re-appointment and haveconfirmed that they still retain their status as Independent Directors and that they donot suffer from any disqualifications for appointment. The proposal for theirre-appointment is based on the evaluation of their performance carried out by the Boardother than the Director evaluated. The Board recommends the reappointment of theseDirectors.
In term of the provisions of amended SEBI (Listing Obligation andDisclosure Requirements) Regulations Mr. Premal N. Kapadia has ceased to be theIndependent Director and will continue as Non-Independent Non-Executive Director of theCompany. He retires by rotation at the Annual General Meeting and being eligible hasoffered himself for re-appointment. The Board recommends his reappointment as a Directorliable for retirement by rotation.
Pursuant to the provisions of the Companies Act 2013 SEBI Regulationsand on the recommendation of Nomination and Remuneration Committee the Board of Directorsat their meeting held on 1st November 2018 appointed Ms. Leja Hattiangadi as AdditionalDirector (Independent Non-Executive Director) of the Company with effect from 1stNovember 2018. She holds the office till the conclusion of the ensuing Annual GeneralMeeting of the Company and is eligible for appointment. The Board of Directors recommendsher appointment subject to the approval of the shareholders at the ensuing Annual GeneralMeeting as an Independent Non Executive Director for a term of 5 consecutive years from1st November 2018 upto 31st October 2023. She has given her consent for the appointmentand has confirmed that she is not in any way disqualified from being appointed asdirector. She has also given her confirmation with regard to her independent statusvis--vis the Company. The Board recommends her appointment.
Pursuant to the provisions of the Companies Act 2013 SEBI Regulationsand on the recommendation of Nomination and Remuneration Committee the Board of Directorsat their meeting held on May 21 2019 appointed Mr Chandrashekhar R. Gupte as AdditionalDirector (Independent Non-Executive Director) of the Company with effect from May 212019 for a period of 5 consecutive years. He holds the office till the conclusion of theensuing Annual General Meeting of the Company and is eligible for appointment. The Boardof Directors recommends his appointment subject to the approval of the shareholders atthe ensuing Annual General Meeting as an Independent Non-Executive Director for a term of5 consecutive years from May 21 2019 upto May 20 2024. He has given his consent for theappointment and has confirmed that he is not in any way disqualified from being appointedas director. He has also given his confirmation with regard to his independent statusvis--vis the Company. The Board recommends his appointment.
The Company has received notices under Section 160 of the Act from aMember proposing the re-appointment of Mr. Dilip G. Piramal Mr. Shyam B Ghia Mr. ShobhanM. Thakore and proposing the appointment of Ms. Leja Hattiangadi and Mr.Chandrashekhar R. Gupte as Independent Non-Executive Directors of the Company.
Ms. Tarjani Vakil resigned as Director (Independent Non-ExecutiveDirector) of the Company with effect from January 29 2019 due to personal reasons. Shewas associated with the Company as a Director since August 2005 and had been Chairpersonof the CSR Committee of the Company. The Company received very valuable advice andguidance from her not only on CSR matters but also on various financial aspects. TheBoard of Directors has placed on record its sincere appreciation for her rich contributionduring her tenure as a Director.
Mr. Hemendra M. Kothari resigned as Director (Non-ExecutiveNon-Independent Director) of the Company with effect from May 21 2019 as at his age of 73years he would like someone younger to take it further to add value to the company. He wasassociated with the Company as a Director for almost 40 years since October 1980 andalso as Chairman of the Board of Directors upto September 1995. He had been a greatsupport a source of encouragement and inspiration for the Company through out. During histenure the Board received very valuable guidance and advice from him on various businessaspects including financing for various projects. The Board of Directors has placed onrecord its sincere appreciation for his outstanding contribution during his tenure as aDirector.
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 Managing Director
Mr. Suneet Y. Kothari Executive Director
Mr. Kirat Patel Executive Director
Mr. Rahul Mehta General Manager (Finance & Accounts) as Chief FinancialOfficer
Mr Chintamani Thatte General Manager (Secretarial) & Company Secretary (andCompliance Officer) (appointed w.e.f. January 30 2019).
Mr. K. P. Rajagopalan has ceased to be the Company Secretary and Compliance Officerw.e.f. January 30 2019. Mr. K. P. Rajagopalan has been with the Company as CompanySecretary since July 1986. The Board appreciates his contribution to the business of theCompany especially in Secretarial Legal and Commercial matters. However he continues tobe General Manager (Legal).
10.1 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.
10.2 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.Details of meetings of other Committees are provided in Corporate Governance Report.
10.4.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 annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in Note 1 of the Notes to the FinancialStatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2019 and of the profit of the Company for theyear ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and 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.
11. RISK MANAGEMENT:
The Company has an elaborate Risk Management reporting system which isdesigned to enable risks to be identified assessed and mitigated appropriately. The Boardoversees the Risk Management Report detailing all the risks that the Company faces such asMarketing Supply Chain Commercial Operations and Safety Human Resource Compliance andFinancial and there is an adequate risk management infrastructure in place capable ofaddressing those risks.
12. 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.
13. 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.
14. 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 of the Audit Committee is obtained ona quarterly basis for the transactions which are of a foreseen and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted are audited and astatement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors for their approval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany'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 tothe Company.
15. 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. AllBoard Members and Senior Management personnel have affirmed compliance with the code ofconduct.
16. INSIDER TRADING POLICY:
As required under the new amended Insider Trading Policy Regulations ofSEBI issued in January 2019 your Directors have framed and approved new Insider TradingPolicy for the Company i.e. Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information' and Code of Conduct for RegulatingMonitoring and Reporting of Trading by Designated Persons/Insiders'. The saidPolicies shall be applicable from April 1 2019. The Policy is available on theCompany's website.
17. 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.
19. 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.
20. 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.
21.1 Statutory Auditors
The Audit Committee and Board of Directors of the Company respectivelyat their meetings held on 21st May 2019 proposed subject to approval of shareholdersthe appointment of M/s. N.M. Raiji & Co. Chartered Accountants (Firm RegistrationNo. 108296W) as Statutory Auditors of the Company to hold office for the balance threeyears in their first term i.e. from the conclusion of ensuing Annual General Meeting up tothe conclusion of 42nd Annual General Meeting of the Company. They have given theirconsent confirming that their appointment if made would be in accordance with theprovisions of Section 139 and 141 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014. The Auditor's Report for financial year201819 does not contain any qualification reservation disclaimer or adverseremark. There was no instance of fraud during the year under reivew 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 thefinancial statements in this Annual Report.
21.2 Cost Auditors
In terms of the Section 148 of the Companies Act 2013 (theAct') read with Rule 8 of the Companies (Accounts) Rules 2014 it is stated that thecost accounts and records are made and maintained by the Company as specified by theCentral Government under sub-section (1) of Section 148 of the Companies Act 2013.
The Board of Directors has on the recommendation of Audit Committeere-appointed Messrs. Hemant Shah & Associates as Cost Auditor for the year 2019-20under Section 148 of the Act read with The Companies (Cost Records and Audit) AmendmentRules 2014.
The remuneration payable to the Cost Auditor is required to be placedbefore the Members in a general meeting for their ratification. Accordingly Resolutionseeking Members' ratification for the remuneration payable for their re-appointmentas Cost Auditor for the year 2019-20 is sought under Item No. 10 of the Notice conveningthe Annual General Meeting.
21.3 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(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended the Boardof Directors has on the recommendation of Audit Committee re-appointed Mr. PrashantMehta Practising Company Secretary to undertake the Secretarial Audit of the Company forthe financial year ending 31st March 2020.
The Report of the Secretarial Auditor for the financial year ending31st March 2019 is annexed herewith as "Annexure 4". The Auditor's Reportfor financial year 201819 does not contain any qualification reservationdisclaimer or adverse remark.
22. CORPORATE GOVERNANCE:
As per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section (Annexure 5) on corporate governance practicesfollowed by the Company together with a certificates from the Company's SecretarialAuditors confirming compliance forms an integral part of this Report.
23. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company prepared inaccordance with relevant IND AS 110 issued by the Institute of Chartered Accountants ofIndia form part of this Annual Report.
24. EXTRACT OF ANNUAL RETURN:
The extract of annual return in Form MGT 9 as required under Section92(3) of the Companies Act 2013 and Rule 12 of the Companies (Management andAdministration) Rules 2014 is annexed herewith as Annexure 6.
a) Employee Stock Option Plan 2018 (ESOP 2018)
During the year under review the Company sought approval ofshareholders by way of Postal Ballot to introduce and implement Company's EmployeesStock Option Scheme called "AACL - Employees Stock Option Plan 2018" (theScheme'). The shareholders have approved the Scheme. Thereafter during the year underreview 54621 stock options were granted to twelve (12) employees under the Scheme. TheScheme is in compliance with SEBI (Share Based Employee Benefits) Regulations 2014 (SBEBRegulations). There was no change in the Scheme. A certificate from the Auditors of theCompany that the Scheme has been implemented in accordance with SBEB Regulations and theresolution passed by the members shall be placed in the ensuing Annual General Meetingfor inspection of the members.
The disclosures regarding stock options required to be made under theprovisions of the SBEB Regulations 2014 are available on the website of the Company athttp://alkylamines.com/investors/ ESOP%20Disclosure.pdf b) Disclosures Under Section 197of 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 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 Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.
26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PRHIBITION AND REDRESSAL) ACT 2013:
In line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 the Company has set upComplaints Committees at its workplaces. No complaints have been received during the year2018-19.
27. 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 wish to place on record their appreciation of thecontinuous support received by the Company from the investors Banks Central/StateGovernment Departments its Customers and Suppliers.
| ||For and on behalf of the Board |
|Place: Mumbai ||YOGESH M. KOTHARI |
|Dated: May 21 2019 ||Chairman & Managing Director |
| ||(DIN: 00010015) |