The Board of Directors is pleased to present the Company's FortySeventh Annual Report together with the Audited StatementofAccountsfortheyearended31stMarch2022.
FINANCIAL SUMMARY AND HIGHLIGHTS: -
(Rs in Lakhs)
|Particulars ||Consolidated Year Ended ||Standalone Year Ended |
| ||31/03/2022 ||31/03/2021 ||31/03/2022 ||31/03/2021 |
|Total Income ||56836.88 ||44676.12 ||56808.31 ||44676.12 |
|Total Expenses ||52314.81 ||38901.22 ||52298.07 ||38890.43 |
|Profit before Finance Cost Depreciation &Tax ||4536.63 ||5766.61 ||4523.74 ||5776.12 |
|Finance Cost ||880.19 ||961.23 ||878.35 ||959.53 |
|Depreciation ||439.37 ||410.94 ||439.37 ||410.94 |
|Profit before Tax ||3217.07 ||4394.44 ||3206.02 ||4405.65 |
|Less:Tax Expenses ||831.33 ||1135.06 ||831.33 ||1135.06 |
|Profit for the year before Minority Interest ||2385.74 ||3259.38 ||2374.69 ||3270.59 |
|Non controlling Interest ||- ||- ||- ||- |
|Profit for the year ||2385.74 ||3259.38 ||2374.69 ||3270.59 |
|Other comprehensive Income for the year ||(14.56) ||8.29 ||(13.50) ||9.57 |
|Total comprehensive Income for the year ||2371.18 ||3267.67 ||2361.19 ||3280.16 |
During the year under review the Company registered a growth of 27.22%on consolidated turnover of Rs 56836.88 Lakhs as compared to Rs 44676.12 Lakhs in thePrevious Year. The total expenses incurred by the Company rose to Rs 52314.81 Lakhs ascompared to Rs 38901.22 Lakhs in the previous year thereby registering increase of48.55%. Due to phenomenal increase in cost of operations there is a fall in Profit beforetax for the current year being Rs 3217.07 Lakhs as compared to a profit of Rs 4394.44Lakhs in the previous year. The revenue from the Export sales was Rs 22701.35 Lakhs duringthe year under review as compared to Rs 23651.37 Lakhs. The revenues from Domesticoperations were Rs 34106.96 Lakhs as against Rs 21024.75 Lakhs in the previous yearthereby registering a growth of 62.22%.
The total revenue on a standalone basis of the Company was Rs 56808.31Lakhs as compared to Rs 44676.12 Lakhs in the previous year thereby registering a growthof 27.16% and the profit for the year was Rs 2374.69 Lakhs.
During the Financial Year 2021-22 the spread of Covid 19 virus withnew mutation continued thereby affecting supply chain and logistics facilities all overIndia and Globally. The world is witnessing a steep rise in freight charges as compared topre Covid Levels as demand for goods surged in the second half of 2021 and into first halfof 2022. The freight charges have grown multifold during the year under review resultingin increase in higher cost of products and impacting the profit margin substantially.Also PNG prices have shot up by upto 300% thereby increasing the energy cost of theCompany and putting pressure on bottom line of the Company.
Your Company continued to supply pharmaceutical intermediate andspecialty chemicals from its expanded capacity to Public Sector Undertakings RefineriesOil and Gas and Textile industries.
DIVIDEND AND RESERVES :
Your Directors are pleased to recommended a dividend of 20% i.e. Rs0.40 per Equity Share of Face Value of Rs 2/- each payable to those Shareholders whosename appear in the Register of Members as on the Record Date. The Equity Dividend outgofor the Financial Year 2021-22 would absorb a sum of approximately Rs 220.08 Lakhs whichremains the same as the previous year.
During the year under review your Company transferred a sum of Rs33.40 Lakhs to the Debenture Redemption Reserve totalling to Rs 233.80 Lakhs and no amountwas transferred to General Reserve. Pursuant to Section 73 (2)(c) of the Companies Act2013 read with Rules made thereunder the Company has transferred an amount of Rs10580000 /- and thus maintaining the Deposit Repayment Reserve at Rs 12830000/-which equals to 20% of the amount of Deposits maturing in the Financial Year in a separateBank Account viz Deposit Repayment Reserve Account.
SHARE CAPITAL :
The Authorised Share Capital of the Company is Rs 160100000/-(Rupees Sixteen Crores One Lakh only) comprising Equity Share Capital of Rs 1350.00 Lakhsand Preference Share Capital of Rs 251.00 Lakhs. The paid up Equity Share Capital of theCompany is Rs 1100.40 Lakhs divided into 55020000 Equity Shares of Rs 2/- each. Duringthe year under review the Company has neither issued shares with differential votingrights nor granted any stock options or sweat equity. As on 31st March 2022none of the Directors of the Company hold instruments convertible into equity shares ofthe Company.
During the year under review the Company has achieved Export sales ofRs 22701.35 Lakhs as compared to Rs 23651.37 Lakhs in the previous year. Export salescontributed about 40% to the total turnover of the Company.
SUBSIDIARY COMPANY :
AMINES AND PLASTICIZERS FZ-LLC UAE - Wholly owned Subsidiary :
The Company's wholly owned subsidiary - Amines and Plasticizers FZ-LLCin Ras Al Khaimah Free Trade Zone UAE has commenced its operations.
The affairs of the subsidiary have been reviewed by the Board ofDirectors of the Company. Pursuant to Section 129 (3) of the Companies Act 2013consolidated accounts of the Company and all its subsidiaries have been prepared which isa part of this Annual Report. A statement containing the salient features of the financialstatement of the subsidiary in the prescribed format AOC 1 is provided in the FinancialStatement which forms an integral part of this report. The statement also provides thedetails of performance and financial position of the subsidiary.
Radiance MH Sunrise Six Private Limited.
The Company has invested in Radiance MH Sunrise Six Private Limited aSolar Power company to the extent of 26% stake to meet its energy requirements. The solarpower plants utilize thermal energy from the Sun which is abundant available yet cheap.The said Company is engaged in the business of development construction operation andmaintenance of solar power plants in India and developing constructing ground mountedgrid connected solar (photovoltaic) electric generating facility. The power producer hascommissioned its Solar Power Plant for the Company which is expected to be fullyoperational by the end of Second Quarter of FY 2022-23.
The Company has acquired this 26% equity stake in Radiance MH SunriseSix Pvt Ltd pursuant to a Statutory State Government mandate for forming / investing insuch a Special Purpose Vehicle. The Company neither has significant influence over thiscompany nor any participative rights in the Management of the said Company. AccordinglyRadiance MH Sunrise Six Pvt Ltd would not be considered as an associate company as it is apure investment activity in the said Company to obtain Power at a concessional rate.
EXTRACT OF ANNUAL RETURN :
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) ofthe Act read with Rule 12 of the Companies (Management and Administration) Rules 2014the extract of the Annual Return of the Company for the Financial Year 31stMarch 2022 is uploaded on the website of the Company and can be accessed atwww.amines.com
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
In accordance with the provisions of Section 152 of the Companies Act2013('the Act') and the Company's Articles of Association Mr. Yashvardhan Ruia retiresby rotation and being eligible has offered himself for re-appointment.
At the 44th AGM of the Company Mr. Hemant Kumar Ruia wasre-appointed as Chairman & Managing Director for a term of 5 years i.e. from 01stApril 2019 to 31st March 2024. Pursuant to Section II of Part II of ScheduleV to the Companies Act 2013 the remuneration payable to Mr. Hemant Kumar Ruia wasapproved only for a period of Three Years w.e.f. April 1 2019 to March 31 2022. Theapproval of the Members pursuant to Section 197 of the Companies Act 2013 read withSchedule V of the Companies Act 2013 as amended from time to time is now sought for theremuneration payable as detailed in the resolution to Mr. Hemant Kumar Ruia as theChairman and Managing Director of the Company for the period April 1 2022 to March 312024.
In accordance with Section 149(4) of the Companies Act 2013 on therecommendation of the Nomination and Remuneration Committee and the Board the Members ofthe Company at its 44th AGM re-appointed Dr. Pandurang Hari Vaidya Mr. ArunShanker Nagar and Mr. Brijmohan Jindel as Independent Directors on the Board of Directorsof the Company with effect from 29th September 2019 to hold office for a 2ndterm of 5 (Five) consecutive years upto 28th September 2024.
Declaration by Independent Directors :
The Company has received declaration of Independence from all theIndependent Directors as required under Section 149(7) of the Companies Act 2013confirming that they meet the criteria of independence under Section 149(6) of theCompanies Act 2013 read with Regulation 16(1)(b) of SEBI (LODR). In the opinion of theBoard the Independent Directors fulfil the said conditions of Independence. TheIndependent Directors have also confirmed that they have complied with the Company's Codeof Business Conduct & Ethics. In terms of requirements of the Listing Regulations theBoard has identified core skills expertise and competencies of the Directors in thecontext of the Company's businesses for effective functioning which are detailed in theCorporate Governance Report.
The Ministry of Corporate Affairs ('MCA') vide Notification No. G.S.R.804(E) dated October 22 2019 and effective from December 01 2019 has introduced theprovision relating to inclusion of names of Independent Directors in the Data Bankmaintained by Indian Institute of Corporate Affairs ('IICA'). All Independent Directors ofyour Company are registered with IICA. In the opinion of the Board Independent Directorspossess the requisite integrity experience expertise proficiency and qualifications.
Key Managerial Personnel
Pursuant to the provisions of section 203 of the Companies Act 2013the Company has Three Key Managerial Personnel viz. Mr. Hemant Kumar Ruia as the Chairman& Managing Director and Chief Executive Officer Mr. Ajay Puranik as the President -Legal & Company Secretary and Mr. Pramod Sharma as the Chief Financial Officer of theCompany and there is no change in the same during the year under review.
NOMINATION AND REMUNERATION POLICY
The policy which lays down a framework in relation to remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company is already inplace. The Policy broadly lays down the guiding principles philosophy and the basis forpayment of remuneration to Executive and Non-executive Directors Key ManagerialPersonnel Senior Management and other employees. The policy also provides the criteriafor determining qualifications positive attributes and Independence of Director andcriteria for appointment of Key Managerial Personnel / Senior Management and performanceevaluation which are considered by the Nomination and Remuneration Committee and the Boardof Directors while making selecting of the candidates. The details of this policy areavailable on the website of the Companyhttp://amines.com/pdf/policies/Nomination-Remuneration-Policy.pdf and briefly explained inthe Corporate Governance Report.
Number of Meetings of the Board :
The Board met 4 times during the Financial Year 2021-22 i.e. on 07thJune 2021 06th August 2021 11th November 2021 and 04thFebruary 2022. The particulars of meetings held and attended by each Director aredetailed in the Corporate Governance Report which forms part of this report.
COMMITTEES OF THE BOARD :
The Board has the following Committees :
1. Audit Committee (AC)
2. Nomination and Remuneration Committee (NRC)
3. Stakeholders Relationship Committee (SRC)
4. Corporate Social Responsibility Committee (CSR)
The details of the Committees along with their composition number ofmeetings attendance and related matters are provided in the Corporate Governance Reportwhich forms part of this report.
BOARD EVALUATION :
The Board in consultation with the members of the Nomination andRemuneration Committee has devised criteria for performance and guidelines for evaluationof Independent Directors Board/Committees and other individual Directors which includescriteria for performance evaluation of Non - Executive Directors and Executive Directors.Performance evaluation has been carried out as per the Nomination & RemunerationPolicy.
A structured questionnaire was prepared after taking into considerationvarious aspects of Board's functioning like composition of the Board and its CommitteesBoard culture performance of specific duties and obligations keeping in view applicableprovisions of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The evaluation process includes various aspects to determine theperformance of Directors of the Company. The basis for this evaluation include fulfilmentof independence criteria qualifications knowledge level of engagement and contributionskills and experience in the respective fields honesty integrity ethical behavior andleadership independence of judgment attendance at the meetings understanding thebusiness regulatory competitive and social environment understanding strategic issuesand challenges etc. The Board of Directors expressed their satisfaction over theevaluation process.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with section 129(3) of the Companies Act 2013 andapplicable Indian Accounting Standards the consolidated financial statements of theCompany have been prepared and have been reviewed by the Audit Committee and the Board ofDirectors of the Company. A statement containing the salient features of the financialstatement of the Subsidiary in the prescribed format AOC1 is annexed to the FinancialStatements in the Annual Report.
In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of its subsidiary are available on theCompany's website www.amines.com.These documents will also be available for inspectionduring the business hours on every working day at the Registered Office & CorporateOffice till the date of the Annual General Meeting of the Company.
The Consolidated net profit of the Company and its subsidiary amountedto Rs 2385.74 Lakhs for the financial year ended 31st March 2022 as comparedto Rs 3259.38 Lakhs for the previous financial year ended 31st March 2021.
In accordance with the provisions of the Companies Act 2013 ('the Act)and applicable provisions of Indian Accounting Standards on Consolidated FinancialStatementsyour Directors also provide the Audited Consolidated Financial Statements inthe Annual Report.
PARTICULARS OF LOANSGUARANTEES OR INVESTMENTS BY COMPANY :
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in detail in the Notes toFinancial Statements.
During the year under review the Company has accepted unsecuredDeposits to the tune of Rs 18450000 /- (Rupees One Crore Eighty Four Lakhs FiftyThousand only).The balance of Deposits as at March 31 2022 was Rs 91000000/- (RupeesNine Crores and Ten lakhs only) and there is no unpaid or unclaimed deposits lying withthe Company.The Company had taken approval of Members at the 46th AGM foracceptance and renewal of Deposits from Members under Section 73 of the Companies Act2013 and rules made thereunder. Your Company had filed DPT 1 (Circular Inviting Deposits)with the Registrar of Companies Shillong Assam and subsequently circulated the same toall its shareholders through the permitted modes.Themain object of raising funds throughdeposits was to financeWorking Capital requirements and other general corporate purposesof the Company.The Company has been timely and regularly servicing interest to its Depositholders on a quarterlybasis.
NON-CONVERTIBLE DEBENTURES(NCDs) :
The Secured Non-Convertible Debentures (NCDs) issued by the Companystands at its original issue value being Rupees Thirteen Crores and Thirty-Five Lakhs ason March 312022.The said NCDs were issued on a private placement basis in March 2015 fora period of Ten years and are fully secured. The Company has been timely and regularlyservicing interest to its Debenture holders on a quarterly basis. During the year underreview no Call and/or Put options were exercised.
RELATED PARTYTRANSACTIONS (RPTs):
All Related PartyTransactionsare first placed before the AuditCommittee for its prior/omnibus approval which are of a foreseen and repetitive nature andthereafter referred to the Board.The transactions entered into with the related partiesare at arm's length and in the ordinary course of business and are in accordance with theprovisions of the Companies Act 2013 read with rules made thereunder and Regulation 23 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.There were nomaterial related party transactions entered into by the Company during the financial yearwhich attracted the provisions of Section 188 of the Companies Act 2013. The requisitedisclosure if any in Form AOC-2 is furnished in Annexure- 1 .All related partytransactions are mentioned in the Notes to the Financial Statements and also disclosed toStock Exchange on half yearly basis pursuant to clause 23(9) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. None of the transactions with any of therelated parties were in conflict with the Company's interest.The policy on Related Partyand Material Related Party is put up on the website of the Company viz.http://www.amines.com/pdf/policies/Policy-on-Related-Party- Transaction.pdf
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end ofthe financial yearof the Company to which the financial statements relates and the date of the Report.
In accordance with the provisions of Section 139142 and otherapplicable provisions of the Companies Act 2013 ('the Act') read with the Companies(Audit and Auditors) Rules2014the Company can appoint or reappoint an Audit Firm asStatutory Auditors for not more than two consecutive terms. Accordingly the existing Firmof Statutory Auditors M/s BDG & AssociatesChartered Accountants (FRN:119739W) havecompleted 2 consecutive terms with the Company.The Company had received consent cumeligibility certificate from M/s. S A R A & Associates Chartered Accountants (FRN:120927W) for appointment. The Board of Directors at its meeting held on August 12 2022based on the recommendation of the Audit Committee approved the appointment of M/s. S A RA & Associates Chartered Accountants (FRN: 120927W) for a term of 5 years to hold theoffice from the conclusion of the 47th AGM till the conclusion ofthe 52ndAGMto be held in the year 2027 at a remuneration of Rs 240000/- (Rupees Two LakhsFortyThousand only) per annum plus applicable taxes and reimbursement of out-of-pocketexpenses for the financial year ended March 312023. The observations made in theAuditors' Report of M/s.B D G & Associates Chartered Accountants for the year endedMarch 312022 read together with relevant notes thereon are self-explanatory and hence donot call for any further comments.There is no audit qualification reservation or adverseremark by the Statutory Auditors on the Financial Statements for the year under review.
As per the requirement ofthe Central Government and pursuant to Section148 ofthe Companies Act2013 (the Act) read with the Companies (Cost Records and Audit)Rules2014 as amended from time to timeyour Company has been carrying out audit of costrecords ofthe Company every year.
In terms ofthe provisions of Section 148 ofthe Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Board ofDirectors on the recommendation ofthe Audit Committee has appointed M/s A.G.Anikhindi& Co (Firm Registration No.: 100049) Cost Accountants Kolhapur Maharashtra as CostAuditors to audit the cost accounts ofthe Company for the financial year 2022-23 at aremuneration of Rs 215000/- per annum plus taxes as applicable and reimbursement of outof pocket expenses. A Certificate from M/s. A.G.Anikhindi & Co. Cost Accountants hasbeen received to the effect that their appointment as Cost Auditor ofthe Company if madewould be in accordancewiththe limits specifiedunder Section 141 ofthe Act and Rules framedthereunder.
As required under the Companies Act 2013 a resolution seeking members'approval for ratification of the remuneration payable to the Cost Auditor forms a part ofthe Notice convening the 47th Annual General Meeting and the same isrecommended for your consideration.The Cost Audit Report for the financial year 2020-21was filed in Form CRA -4withtheMinistry of Corporate AffairsGovernmentofIndiaon December272021.
Pursuant to the provisions of Section 204 of the Companies Act2013 andrules made thereunder the Company had appointed M/s SK Makhija & AssociatesPracticing Company Secretary (CP No. 13322) Mumbai to carry out the Secretarial Audit ofthe Company. Further the Institute of Company Secretaries of India (ICSI) mandated onlypeer review Company Secretaries can conduct the Audit for listed companies. Accordinglythe Company had appointed M/s G S Bhide and Associates Practicising Company Secretariesto conduct Secretarial Audit for financial year 2021-2022.The Secretarial Audit Report forthe period 01st April 2021 to 31st March2022 in Form No.MR-3 isincluded as Annexure 2 and forms an integral part of this Report.There is no secretarialaudit observation or qualification in the reportfor the year under review.
The Company has adopted policies and procedures for the governance oforderly and efficient conduct of its business including adherence to the Company'spolicies safeguarding its assets prevention detection of frauds errors and accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.The Company's internal control systems are commensurate with the nature of itsbusiness the size and complexity of its operations and such internal financial controlsconcerning the Financial Statements are adequate.
The Company has Internal Audit ("IA") department thatfunctionally reports to the Chairman of the Audit Committee thereby maintaining itsobjectivity.The remediation of deficiencies by the IA department has resulted in a robustframework for internal controls. Further Statutory Auditors in its report expressed anunmodified opinion on the adequacy and operating effectiveness of the Company'sinternalfinancial controls over financial.
The Company has adopted accounting policies which are in line with theIndian Accounting Standards notified under Section 133 and other applicable provisions ifany of the Act read together with the Companies (Indian Accounting Standards) Rules2015. During the year under review no material or serious observations have been reportedby the Internal Auditors ofthe Company for inefficiency or inadequacy of such controls.
Your Company's Financial Statements are prepared on the basis oftheSignificant Accounting Policies that are selected by the Management and approved by theAudit Committee and the Board.These Accounting Policies are reviewed from time to timebased on the recent circulars and clarifications received from the appropriateAuthorities. Internal Audit plays a key role in providing assurance to the Board ofDirectors. In order to maintain its objectivity and independencethe Internal Auditorreports to the Chairman ofthe Audit Committee.The Internal Auditor monitors &evaluates the efficacy of Internal Financial Control system in the Company its compliancewith operating system accounting procedures & policies at all the locations of theCompany. Based on the report of the Internal Audit functioncorrective actions intherespective areas are undertaken and controls are strengthened.
The ICRA Ltd has reaffirmed the Company's long-term Rating to [ICRA] A-with a Stable Outlook for long term credit facilitiesavailed by the Company and [ICRA]A2+for short term facilities.
MANAGEMENT SYSTEM CERTIFICATION :
The Company has an ISO 9001:2015 certification valid up to 11thJanuary 2024. Recertification Audit as per ISO 9001-2015 standard has been conducted byDet Norske Veritas (DNV).The focus of QMS (Quality Management
System) is on continual improvement by implementing the strategic toolsfor business to gain competitive advantage through products and services that are safereliable and trustworthy. Besides this understanding the needs and expectations ofInterested Parties helps us to find ways to improve the products and services offered toincrease customer satisfactionand reducebusiness risks.
Besides QMS (Quality Management System)APL has certifications forEnvironment Management SystemISO 140012015 and OH&S ManagementSystemISO45001-2018.The Second Periodic audit for ISO 14001-2015 standard & ISO45001-2018 standard has been conducted by DNVis successful.The certification for ISO14001-2015 is valid up to 08th April2025. The certification forISO 45001-2018is valid upto06thJune2025.
ISO 14001:2015 (Environmental Management System) Certifications relatesto conservation of natural resources resulting in maintaining clean environmentcommitment to compliance and healthy atmosphere. Determination of Life Cycle Perspectiveis a new concept incorporated in the EMS. As such the Company is committed to ensureminimum impacttoenvironmentthrough its operations.
ISO 45001:2018 (Occupational Health and Safety Management System)Certification gives guidance for its use to enable to provide safe and healthy workplacesby preventing work-related injury and ill health as well as by proactively improving itsOH&S performance.Various measures have been taken by APL in order to ensure complianceinitstruespirit.
TfS (Together for Sustainability): APL hasjoinedTfS (Together forSustainability) forces by successfully going through TfS Assessment and Audit conducted byTfS approved auditing agency INTERTEK. TfS is an initiative taken by 33 EuropeanMultinational Chemical Companies. The initiative is created to increase transparency withregard to sustainability standards in supply chains.The mission is to support in managingcomplexity and risks in increasingly global operations and improving the economicsocialand ecological conditions in global supply chains by engaging in dialog with suppliers.
EFfCI GMP (European Federation of Cosmetic Ingredients - GoodManufacturing Practices) :APL has successfully been through the verification of complianceto EFfCI GMP 2017 standard for the products Triethanolamine and Phenoxyethanol which isthe essential requirement of two global Cosmetic manufacturing customers M/s.Johnson &Johnson &M/s.Procter& Gamble.
APL has obtained HALAL Certification for few ofitsproducts.TheHALALcertificate isvalid upto26thJanuary2025.
APL has also obtained KOSHER Certification for few of its products.TheKOSHER certificate is valid up to 28th January 2023.
All properties and insurable interest of the Company includingbuildings plant and machineries Equipments stores and spares have been adequatelyinsured.
The industrial relations remained cordial during theyear under review.
DIRECTOR'S RESPONSIBILITY STATEMENT :
To the best of knowledge and belief and according to the informationand explanations obtainedyour Directors make the following statement in terms ofSection134 (3) (c) of the Companies Act2013:
a) that in the preparation of the annual accounts for the year endedMarch 312022the applicable accounting standards have been followed along with properexplanation relating to material departures wherever applicableifany;
b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31stMarch2022and oftheprofitofthe Company for the year under review;
c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concernbasis;
e) that the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;and
f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws andthat such systems were adequate andoperatingeffectively.
CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO :
Pursuant to the provisions of Section 134(3) (m) of the CompaniesAct2013 read with the Companies (Accounts) Rules 2014prescribed particulars asapplicable is annexed hereto as Annexure 3 and forms part of this Report.
PARTICULARS OF EMPLOYEES :
The Statement containing information as required under Section 197(12)of the Companies Act2013read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is annexed as Annexure 4 and forms an integral partof this Report.A statement comprising names of top 10 employees in terms of remunerationdrawn and every person employed throughout the year who were in receipt of remunerationinterms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014 is marked as Annexure 4Aand forms an integral part of this annual report.Theabove Annexure is not being annexed and sent along with this annual report to the membersin line with the provisions of Section 136 of the Act.Members who are interested inobtaining these particulars may write/email to the Company Secretary at the Registered /Corporate Office of the Company.The aforesaid Annexure is also available for inspection bythe Members at the Registered Office of the Company 21 days before and up to the date ofthe ensuing 47thAnnual General Meeting of the Company during the business hourson working days.
DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place Anti Sexual Harassment Policy in line with therequirements ofThe Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints regarding sexual harassment if any. All employees (permanent contractualtemporary trainees) are covered under this policy. The following is summary of sexualharassment complaints received and disposed offduring each Calendaryear:
- No.ofComplaintsreceived : Nil
- No.ofComplaintsdisposedoff: NA
Risk is an integral and unavoidable component of all businesses. APL iscommitted to manage its risk in a proactive manner. Though risks cannot be completelyeliminated an effective risk management plan ensures that risks are reduced and avoided.The Department Heads maintains an oversight on risks in respective department and areresponsible for reviewing the effectiveness of the risk management plan or process.Riskmanagement is embedded within our operating framework and we have a well-definedinternalfinancial control structure.During the year under reviewthesecontrolswere evaluated andno material weaknesses were observed intheir design or operations.
Due to uncertain and volatile global scenariodomestic situations havealso impacted and it is necessary to assess risk factors and be ready for quickactions.Generally there are four riskfactors in any industry which are i) EconomicRiskii) Operational Riskiii) Ecological Riskand iv) Finance Riskand Management has beenworking on mitigations measures. Wealways review critical and high riskareasand share withthe Department Headsfor necessary actions.
The risk management framework is reviewed by the Board and the AuditCommittee keeps a check on overall effectiveness of the risk management of the Company.Adetailed note on risksconcerns and mitigating factors have been given in the ManagementDiscussion & Analysis Report.
The Company has in place a well defined Whistle Blower Policy(the"WBP") framed pursuant to Section 177(9) (10) of theCompaniesAct2013andRegulation 22 oftheSEBI (Listing Obligations and Disclosure Requirements) Regulations2015.TheWBP provides adequate safeguards against victimization of persons who use suchmechanism and ensures direct access to the Chairmanof the AuditCommittee.
As reported earlier this Policy has been adopted circulated andplaced on the website of the Company. It ensures to provide a secure environment andencourages employees to report unethicalunlawful or improper practiceacts or activities.Any employee can approach his/her Divisional Chief for any such instance observed orexperienced or if in case it involves Managerial Personnel to the Managing Director andthereafter to the Audit Committee Chairman. During the year under review no employee wasdenied access to the Audit Committee. The Whistle Blower Policy of the Company has beenposted on the website ofthe Companyviz.www.amines.com.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
As a part of its CSR initiative pursuant to Section 135 oftheCompanies Act 2013 and relevant Rules the Board has constituted the CSR Committee andhas identified various sectors ofthe Society for Social and Charitable work based on theneeds and requirements in a particular field. During the year under reviewthe Company hasundertaken few such activities under its CSR initiatives:
A detailed Reportasrequired under Section 135 is annexed asAnnexure5andformspartofthisAnnual Report.
No significant and material order has been passed by the regulatorscourts tribunals impacting the going concern status and Company's operations in future.
The details of unpaid / unclaimed dividend for a period of 7consecutive years and underlying shares liable to be transferred to IEPF Authority havebeen mentioned in detail in the Corporate Governance Report which forms an integral partofthe Directors Report.
As prescribed under Regulation 34(3) read with Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate section onCorporate Governance Practices followed by the Company together with a Certificate from aPracticing Company Secretary confirming compliance forms an integral part of this Report.
MANAGEMENT DISCUSSION ANDANALYSIS REPORT :
Management Discussion and Analysis Report for the year under reviewasstipulated in the SEBI (Listing Obligations and Disclosure Requirements)Regulations2015is presented in a separate section forming part ofthe Annual Report.
The Directors wish to convey their deep appreciation to alltheemployeescustomersBankersvendorsinvestorsand consultants/advisors of the Companyfor their sincere and dedicated services as well as their collective contribution to theCompany's performance. We appreciate and value the contribution made by every memberemployee of the Company.
We would also like to mention special thanks to the Government ofMaharashtra for granting the Company the status of essential services and allowed tocontinue the operation during the pandemic situation.
|Place: Mumbai ||For and on behalf of the Board of Directors |
|Date:12/08/2022 ||Sd/- |
| ||Hemant Kumar Ruia |
| ||Chairman & Managing Director |
| ||DIN: 00029410 |