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Amines & Plasticizers Ltd.

BSE: 506248 Sector: Industrials
NSE: N.A. ISIN Code: INE275D01022
BSE 10:34 | 29 Oct 52.20 -0.40
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NSE 05:30 | 01 Jan Amines & Plasticizers Ltd
OPEN 53.90
PREVIOUS CLOSE 52.60
VOLUME 1886
52-Week high 71.00
52-Week low 16.30
P/E 10.08
Mkt Cap.(Rs cr) 287
Buy Price 52.00
Buy Qty 25.00
Sell Price 52.50
Sell Qty 12.00
OPEN 53.90
CLOSE 52.60
VOLUME 1886
52-Week high 71.00
52-Week low 16.30
P/E 10.08
Mkt Cap.(Rs cr) 287
Buy Price 52.00
Buy Qty 25.00
Sell Price 52.50
Sell Qty 12.00

Amines & Plasticizers Ltd. (AMINESPLAST) - Director Report

Company director report

To

The Members

The Board of Directors are pleased to present the Company’s Forty Fourth AnnualReport together with the Audited Statement of Accounts for the year ended 31st March2019.

FINANCIAL SUMMARY AND HIGHLIGHTS: -

( Rs. in Lakhs)

Particulars Consolidated Standalone
Year Ended

Year Ended

31/03/2019 31/03/2018 31/03/2019 31/03/2018
Total Income 45767.48 33858.19 45848.74 33930.64
Profit before Finance Cost Depreciation & Tax 3647.21 3270.77 3731.32 3343.22
Finance Costs 800.20 717.89 799.49 717.89
Depreciation 268.83 255.00 268.83 255.00
Profit before Tax 2578.18 2297.88 2663.00 2370.33
Less: Tax Expenses 935.01 822.20 935.01 822.20
Net Profit 1643.17 1475.68 1727.99 1548.13
Other comprehensive Income for the year (14.83) (20.62) (13.71) (20.62)
Total comprehensive Income for the year 1628.34 1455.06 1714.28 1527.51

The Standalone total income rose by 35.12% for the financial year 2018-19 and stood atRs.45848.74 Lakhs as compared to Rs.33930.64 Lakhs in the previous year. The financecost during the year increased by 11.37% from Rs.717.89 Lakhs in the previous year toRs.799.49 Lakhs. The Profit before tax was Rs.2663.00 Lakhs as against Rs.2370.33 Lakhs inthe previous year. The Profit for the year stood at Rs.1727.99 Lakhs as compared toRs.1548.13 Lakhs thereby registering a growth of 11.62%. The revenue from the Exportsales witnessed a stupendous growth of 75.21% during the year under review and stood atRs.19334.92 Lakhs as compared to Rs.11035.49 Lakhs. The revenue from Domestic operationsgrew by 16.87% and stood at Rs. 26171.37 Lakhs as against Rs.22393.89 Lakhs.

The total revenue on a consolidated basis of the Company was Rs.45767.48 Lakhs ascompared to Rs. 33858.19 Lakhs in the previous year. The profit for the year onconsolidated basis was Rs.1643.17 Lakhs as compared to Rs.1475.68 Lakhs.

As you are aware your Company is mainly engaged in the production of Alkylalkonalamines which finds its utility in textile industry cosmetics pharma and gastreating whereas the other major product – morpholine and its derivatives are usedin textile fiber industry water treatment chemicals as well as in pharma. The gastreating solvents manufactured by the Company find their application in various industriessuch as oil refineries natural gas plants ammonia plants and petrochemical plants. Thedemand for Company’s products has been increasing and accordingly the Company is inthe process of enhancing its production capacity for major products like Alkylalkonalamines and Morpholine derivatives. After carrying out feasibility study andassessing viability of the expansion it was proposed to increase capacities andaccordingly construction of plants have already commenced and expected to be completedduring the current financial year.

DIVIDEND AND RESERVES :

Your Directors are pleased to recommend a dividend of 15% i.e. Rs.0.30 per Equity Shareof the Face Value of Rs. 2/- each payable to those Shareholders whose names appear in theRegister of Members as on the Book Closure Date. The Dividend for the year ended 31stMarch 2019 is subject to the approval of Shareholders at the 44th Annual General Meetingof the Company to be held at Guwahati Assam and will be paid on or after 26th September2019. If approved by the Shareholders at the said Annual General Meeting the Dividendwill absorb Rs.198.99 Lakhs inclusive of Tax on Dividend of Rs.33.93 Lakhs to be borne bythe Company. During the year under review your Company transferred a sum of Rs.33.40/-Lakhs to the Debenture Redemption Reserve (Previous Year: Rs.33.40/- Lakhs) and no amountwas transferred to General Reserve.

SHARE CAPITAL :

The Authorised Share Capital of the Company is Rs.160100000/- (Rupees Sixteen CroresOne Lakh only) comprising of Equity Share Capital of Rs.1350.00 Lakhs and Preference ShareCapital of Rs.251.00 Lakhs. The paid up Equity Share Capital of the Company is Rs.1100.40Lakhs divided into 55020000 Equity Shares of Rs.2/- each. During the year under reviewthe Company has neither issued shares with differential voting rights nor granted anystock options or sweat equity. As on 31st March 2019 none of the Directors of theCompany hold instruments convertible into equity shares of the Company.

EXPORT :

During the year under review the revenue from Export of products was Rs.19334.92 Lakhsas compared to Rs.11035.49 Lakhs in the previous year. The demand for the Company’sproducts was much higher during the year under review from international markets. Theexport-oriented products are pre-registered under REACH compliances whereas other productswill be registered as and when required.

SUBSIDIARY COMPANIES :

APL INFOTECH LTD

As you are aware APL Infotech Ltd is engaged in association with IIT Powai Mumbaiin devising a Software product for pipe leak detection known as "PAnORaMA" whichhas various versions based on its utility. It analyses flow pressure and other data todetect a leak accurately within specified performance parameters. One of the version isPAnORaMA LDS which is a customized LDS (Leak Detection System) application for a network.It is a real time version of PAnORaMA and is useful for pipe network operators. PAnORaMAAcademic software is another version of the main software which is used for engineeringeducation sector namely colleges with chemical mechanical and civil engineeringdepartments. The Company has been making constant efforts to reach out to variouscustomers and has tied up with marketing agencies to market this product. The concept of apipe leak detection software is one of its kind and hence facing difficulties finding itsutility. As on date the Company has no operations but is working on various commercialpropositions and confident of obtaining break through.

AMINES & PLASTICIZERS FZE UAE - Wholly owned Subsidiary

As reported earlier the Company has incorporated a wholly owned subsidiary –Amines & Plasticizers FZE in Ras Al Khaimah Free Trade Zone UAE with a view toexpand its business operations in the Middle East Europe and United Arab Emirates. Thebanking operations of the said subsidiary started during the year after which the Companyhas subscribed to the Share Capital in the said Company. The said subsidiary has beenincorporated for dealing and trading in Specialty Chemicals and other Alkanolaminesproducts in Middle East United Arab Emirates and Europe. The operations in the saidCompany will be commenced with the advent of orders from potential clients in the saidregions.

The affairs of the subsidiaries have been reviewed by the Board of Directors of theCompany. Pursuant to Section 129 (3) of the Companies Act 2013 consolidated accounts ofthe Company and all its subsidiaries have been prepared which is a part of the AnnualReport. A statement containing the salient features of the financial statement of theSubsidiary in the prescribed format AOC 1 is provided in the Financial Statement whichforms an integral part of this report. The statement also provides the details ofperformance and financial position of the subsidiary.

EXTRACT OF ANNUAL RETURN :

The details of the extract of the Annual Return in Form MGT – 9 as required underSection 92 of the Companies Act 2013 is included in this Report as Annexure 1 and formsand integral part of this Report and is also available on the Company’s website viz.www.amines.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

In accordance with the provisions of Section 152 of the Companies Act 2013(‘theAct’) Company’s Articles of Association Ms. Nimisha Dutia retires by rotationand being eligible has offered herself for re-appointment. The Board recommends herre-appointment for the consideration of the Members of the Company at the ensuing AnnualGeneral Meeting of the Company. Brief profile of Ms. Nimisha Dutia has been given in theNotice convening the Annual General Meeting.

The Company in the year 2014 had appointed Dr. Pandurang Hari Vaidya Dr. MithileshKumar Sinha Mr. Arun Shanker Nagar and Mr. Brijmohan Jindel as Independent Directors ofthe Company for a term of Five years i.e upto 28th September 2019 at its 39th AGM. TheCompany has now on the recommendation of the NRC and subject to the approval of themembers at the ensuing Annual General Meeting proposed re-appointment of Dr. PandurangHari Vaidya Dr. Mithilesh Kumar Sinha Mr. Arun Shanker Nagar and Mr. Brijmohan Jindel asIndependent Directors on the Board of Directors of the Company in accordance with Section149(4) of the Act with effect from 29th September 2019 to hold office for a 2nd term of5 (Five) consecutive years upto 28th September 2024.

During the year under review with the amendment of Regulation 16 (1) of SEBI (LODR)(Amendment) Regulations Mr. Kailashchandra Kesardeo Seksaria who was appointed as anIndependent Director in the year 2014 ceased his criteria of Independence by virtue ofinsertion of new clause (viii) in the said Regularation. Further being pre-occupied withother activities Mr. Kailashchandra Kesardeo Seksaria expressed his desire to step downfrom the Directorship of the Company at the end of his term effective September 28 2019.The Company has decided not to fill vacancy caused by his vacation of office.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee (NRC) re-appointed Mr. Hemant Kumar Ruia as Chairman & Managing Director fora term of 5 years i.e from 01st April 2019 to 31st March 2024 with revised remunerationfor a period of 3 years i.e 01st April 2019 to 31st March 2022 as detailed in theNotice subject to the approval of the members.

Pursuant to the provisions of Section 203 of the Companies Act 2013 the Company hasThree Key Managerial Personnel viz. Mr. Hemant Kumar Ruia as the Chairman & ManagingDirector and Chief Executive Officer Mr. Ajay Puranik as the President - Legal &Company Secretary and Mr. Pramod Sharma as the Chief Financial Officer of the Company.

NOMINATION AND REMUNERATION POLICY :

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The details of this policy is available on the website of the Companyhttp://www.amines.com/pdf/policies/Nomination-Remuneration-Policy.pdf and brieflyexplained in the Corporate Governance Report.

Declaration by Independent Directors :

The Company has received declaration of Independence from all the Independent Directorsas required under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act 2013.

Number of Meetings of the Board :

The Board met 7 times during the Financial Year 2018-19 i.e on 03rd April 2018 30thMay 2018 13th August 2018 13th November 2018 18th December 2018 11th February2019 and 25th March 2019. The particulars of meetings held and attended by each Directorare detailed 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 of meetingsattendance and related matters are provided in the Corporate Governance Report whichforms part of this report.

BOARD EVALUATION :

During the year under review pursuant to the applicable provisions of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015a structured questionnaire was prepared after taking into consideration various aspects ofBoard’s functioning like composition of the Board and its Committees Board cultureperformance of specific duties and obligations.

The evaluation framework for assessing the performance of Directors of the Companycomprises of important parameters like qualifications knowledge level of engagement andcontribution skills and experience in the respective fields honesty integrity ethicalbehavior and leadership Independence of judgment attendance at the meetingsunderstanding the business regulatory competitive and social environment understandingstrategic issues and challenges etc. The Board of Directors expressed their satisfactionover the evaluation process.

CONSOLIDATED FINANCIAL STATEMENTS :

During the year under report the Board of Directors (‘the Board’) reviewedthe financial statement of the Company and its subsidiaries. In accordance with Section129(3) of the Companies Act 2013 and applicable Indian Accounting Standards consolidatedfinancial statements of the Company and its subsidiaries are prepared. Further astatement containing the salient features of the financial statement of the Subsidiary inthe prescribed format AOC 1 is annexed to the Financial Statements in the Annual Report.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of its subsidiary are available on the Company’s websitewww.amines.com. These documents will also be available for inspection during the businesshours on every working day at the Registered Office in Guwahati Assam India till thedate of the Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act 2013 (‘the Act) andapplicable provisions of Indian Accounting Standards on Consolidated Financial Statementsyour Directors also provide the Audited Consolidated Financial Statements in the AnnualReport.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY :

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in detail in the Notes to Financial Statements.

DEPOSITS :

The Company has not accepted or renewed any Deposits during the year under review andthere is no unpaid or unclaimed deposits lying with the Company. However the Company hadby means of Postal Ballot taken approval from the Members of the Company for acceptance ofDeposits from Members under Section 73 of the Companies Act 2013 and rules madethereunder in the month of March 2019. Your Company had filed DPT 1 (Circular InvitingDeposits) with Registrar of CompaniesShillongAssam and subsequently sent the same to allits shareholders through the permitted modes. The main object of raising funds throughdeposits was to finance the capital expenditure requirement for expansion and othergeneral corporate purposes of the Company.

NON - CONVERTIBLE DEBENTURES (NCDs) :

The Secured Non-Convertible Debentures (NCDs) issued by the Company stands at itsoriginal issue value being Rupees Thirteen Crores and Thirty-Five Lakhs as on March312019.The said NCDs were issued on a private placement basis in March 2015 for a periodof Ten years and are fully secured. The Company has been timely and regularly servicinginterest to its Debenture holders on a quarterly basis. During the year under review noCall and/or Put options were exercised.

RELATED PARTY TRANSACTIONS (RPTs) :

All Related Party Transactions are first placed before the Audit Committee for itsprior / omnibus approval which are of a foreseen and repetitive nature and thereafterreferred to the Board. The transactions entered into with the related parties are atarm’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 wereno material related party transactions entered into by the Company during the financialyear which attracted the provisions of Section 188 of the Companies Act 2013. Therequisite disclosure if any in Form AOC – 2 is furnished in Annexure 2. All relatedparty transactions are mentioned in the Notes to the Financial Statements and alsodisclosed to Stock Exchange on half yearly basis pursuant to clause 23(9) of SEBI (ListingObligations and Disclosure Requirements) Regulations2015.None of the transactions withany of related parties were in conflict with the Company’s interest.The policy onRelated Party and 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 AFFECTINGTHE FINANCIAL POSITION OFTHE COMPANY :

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relates and the date of the Report.

STATUTORY AUDIT :

The Company had appointed M/s B D G & Associates Chartered Accountants (FirmRegistration No. 119739W) Mumbai as the Statutory Auditors of the Company for a periodof 5 years at the 42nd Annual General Meeting (AGM) held in the year 2017 on aremuneration as may be mutually agreed upon by the Board of Directors and StatutoryAuditors.Their appointment was subject to ratification by the Members at every subsequentAnnual General Meeting held after the said AGM. Pursuant to the amendments made to Section139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effective May 72018 the requirement of seeking ratification of the Members for the appointment of theStatutory Auditors has been done away with. Further pursuant to the said amendment theCompany had passed a resolution ratifying the appointment of Auditors for remaining oftheir tenure in the previous AGM held on 27th September2018.Hence the resolution seekingratification of the Members for continuance of their appointment at this AGM is not beingsought and they will continue to be Statutory Auditor of the Company till the expiry oftheir original term.

The requisite certificate / declaration as required under Sections 139(1) 141 of theCompanies Act 2013 have been received from them. There is no audit qualificationreservation or adverse remark by Statutory Auditors on the Financial Statements for theyear under review.

COST AUDIT :

As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act2013 read with the Companies (Cost Records and Audit) Rules2014 as amendedfrom time to timeyour Company has been carrying out audit of cost records of the Companyevery year.

The Board of Directors on the recommendation of the Audit Committee has appointed M/sA.G.Anikhindi & Co Cost Accountants Kolhapur Maharashtra as Cost Auditors to auditthe cost accounts of the Company for the financial year 2019-20 at a remuneration ofRs.215000/- per annum plus taxes as applicable and reimbursement of out of pocketexpenses. 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 44th Annual General Meeting.The Cost Audit Report for thefinancial year 2017-18 was filed in Form CRA -4 with the Ministry of Corporate AffairsGovernment of India on October 232018.

SECRETARIAL AUDIT :

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s SK Makhija & Associates Practicing CompanySecretary (CP No. 13322) Mumbai to carry out the Secretarial Audit of the Company. TheSecretarial Audit Report for the period 01st April 2018 to 31st March 2019 is includedas Annexure 3 and forms an integral part of this Report.There is no secretarial auditqualification in the report for the year under review.

INTERNAL CONTROL SYSTEMS ANDTHEIR ADEQUACY :

The Company has in place Internal Financial Control system commensurate with the sizescale and business operations which are constantly assessed and strengthened with new /revised standard operating procedures. It ensures proper recording of financial andoperational information and compliance of various internal controls and other regulatoryand statutory compliances.The Company has adopted accounting policies which are in linewith the Indian Accounting Standards notified under Section 133 and other applicableprovisions if any of the Act read together with the Companies (Indian AccountingStandards) Rules2015.During the year under reviewno material or serious observation havebeen reported by the Internal Auditors of the Company for inefficiency or inadequacy ofsuch controls.

Your Company’s Financial Statements are prepared on the basis of the SignificantAccounting Policies that are selected by the Management and approved by the AuditCommittee and the Board. These Accounting Policies are reviewed from time to time.InternalAudit plays a key role in providing assurance to the Board of Directors.In order tomaintain its objectivity and independence the Internal Auditor reports to the Chairman ofthe Audit Committee.The Internal Auditor monitors & evaluates the efficacy of InternalFinancial Control system in the Company its compliance with operating system accountingprocedures & policies at all the locations of the Company. Based on their report ofthe Internal Audit function corrective actions in the respective area are undertaken andcontrols are strengthened. Internal Financial Control Audit has also been undertaken bythe Statutory Auditor M/s B D G & Associates Chartered Accountants Mumbai. For theyear ended 31st March 2019 the Board is of the opinion that the Company has soundInternal Financial Controls commensurate with the nature and size of its businessoperations.

CREDIT RATING :

During the year under review the Company has obtained Credit Rating from ICRA Ltd.ICRA has assigned ICRA BBB+ (pronounced ICRA triple B plus) with‘PositiveOutlook’for long term credit facilities availed by the Company and [ICRA] A2(pronounced ICRA A two) for the short term rating.As far as rating from Brickworks isconcernedthe Management has decided to discontinue their ratings at the end of theirrating period in view of better rating obtained from ICRA and cost saving.

ISO CERTIFICATION :

The Company has an ISO 9001:2015 certification which is valid up to 11th January 2021.Periodic Audit conducted by Det Norske Veritas (DNV - GL) is successful for continuationof the certification.The focus of QMS (Quality Management System) is on continualimprovement by implementing the strategic tools for business to gain competitive advantagethrough products and services that are safe reliable and trustworthy. Besides thisunderstanding the needs and expectations of Interested Parties helps to find ways toimprove the quality of products and services offered to increase customer satisfaction andreduce business risks.

Besides QMS (Quality Management System) APL has Environmental Management System (EMS)and Occupational Health & Safety (OH&S) certifications. The recertification auditas per ISO 14001- 2015 standard conducted by Det NorskeVeritas (DNV-GL) is successful andISO 14001:2015 certification is valid upto 08th April2022.ISO has introduced new standardfor OH&S in 2018.APL has successfully implemented the new standard ISO 45001:2018 andcleared the audit conducted by Det NorskeVeritas (DNV-GL).

ISO 14001:2015 (Environmental Management System) Certification relates to conservationof natural resources resulting in maintaining clean environmentsafe work placesafeoperationscommitment to compliance and healthy atmosphere.Determination of Life CyclePerspective is a new concept incorporated in the EMS.As suchthe Company is committed toensure minimum impact to environment through its operations.

ISO 45001:2018 (Occupational Health and Safety Management System) Certification givesguidance for its use to enable to provide safe and healthy workplaces by preventingwork-related injury and ill health as well as by proactively improving its OccupationalHealth & Safety performance. Various measures have been taken by APL in order toensure compliance in its true spirit.

INSURANCE :

All properties and insurable interest of the Company including buildings plant andmachineries equipments stores and spares have been adequately insured.

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

DIRECTORS’RESPONSIBILITY STATEMENT :

To the best of knowledge and belief and according to the information and explanationsobtainedyour Directors make the following statement in terms of Section 134 (3)(c) of theCompanies Act2013:

a) that in the preparation of the annual accounts for the year ended March 312019theapplicable accounting standards have been followed along with proper explanation relatingto material departures wherever applicableif any;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at 31st March2019 and of the profit ofthe Company for the year under review;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;and

f ) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Pursuant to the provisions of Section 134(3)(m) of the Companies Act2013 read with theCompanies (Accounts) Rules 2014prescribed particulars as applicable is annexed hereto asAnnexure 4 and forms part of this Report.

PARTICULARS OF EMPLOYEES :

The Statement containing information as required under Section 197(12) of the CompaniesAct2013read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure 5 and forms an integral part of thisReport.A statement comprising names of top 10 employees in terms of remuneration drawn andevery persons employed throughout the year who were in receipt of remunerationin terms ofRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014 is marked as Annexure 5A and forms an integral part of this annual report. Theabove Annexure is not being sent along with this annual report to the members in line withthe provisions of Section 136 of the Act. Members who are interested in obtaining theseparticulars may write to the Company Secretary at the Registered / Corporate Office of theCompany. The aforesaid Annexure is also available for inspection by the Members at theRegistered Office of the Company21 days before and up to the date of the ensuing 44thAnnual General Meeting of the Company during the business hours on working days.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT2013 :

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints 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 off during each Calendar year :

- No.of Complaints received :Nil

- No.of Complaints disposed off :NA

RISK MANAGEMENT :

With the growth in business operations of the Company it is essential to reassess andrevisit the risk management framework from time to time.Your Company has been constantlyreviewing the factors to mitigate risk associated with operationsrevenuesregulations andaccomplishment of objectives by addressing them.In order to maximize returns in anybusiness it is necessary to mitigate the risks associated in the business operations.Theforeseeable risks can be classified into financial risk commodity price risks regulatoryrisks geo-political risks and other strategic risks. The Company has at various levelstrained its employees to identify prevent and mitigate the risks that may affect thebusiness and operations of the Company.The risk management framework is reviewedperiodically by the Board and the Audit Committee keeping a check on overall effectivenessof the risk management of the Company. A detailed note on risksconcerns and mitigatingfactors have been given in the Management Discussion & Analysis Report.

ESTABLISHMENT OFVIGIL MECHANISM :

The corporate affairs of the Company are carried out in a fair and transparent manner.The Company has in place a Whistle Blower Policy as a vigil mechanism as envisaged in theCompanies Act 2013 read with the Rules thereunder and the Listing Regulations. ThisPolicy has been adopted circulated and placed on the website of the Company in order toprovide a secure environment and to encourage employees of the Company to reportunethical unlawful or improper practice acts or activities. Any employee can approachhis/her Department Head for any such instance observed or experienced or if in case itinvolves Managerial Personnel to the Managing Director and thereafter the Audit CommitteeChairman. After due investigation the matter shall be dealt with as per the procedureprescribed in the Policy.During the year under reviewno employee was denied access to theAudit Committee. The Whistle Blower Policy of the Company has been posted on the websiteof the Company viz.www.amines.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

As a part of its CSR initiative pursuant to Section 135 of the Companies Act 2013 andrelevant Rules the Board has constituted the CSR Committee and has identified varioussectors of the Society based on the needs and requirements in a particular field. Duringthe year under review the Company has undertaken following activities under its CSRinitiatives :

• Education is one of the primary necessity of the children today. Keeping thisnoble cause in mind the Company has supported the initiative of promoting literacy byproviding education to the needy and unprivileged sections of the Society through AllIndia Social Educational Charitable Trust a registered CharitableTrust.

• Water is the most important substance on the earth to survive. There will be nolife without water. Availability of clean drinking water is of paramount importance sincecertain sections of the society have no means of storing and processing water.The Cattlealso suffer immensely due to lack of water.Looking at the severe crunch of drinking waterand to save human and cattle life the Company decided to support one such Trust who wasundertaking such humane projects. The Company has thus contributed towards this purpose bymaking water facilities available to the people living in the rural part of Maharashtrafor their survivalthrough a registered CharitableTrust.

A detailed report as required under Section 135 is annexed as Annexure 6 and forms partof this Annual Report.

SIGNIFICANT AND MATERIAL CHANGES / ORDERS PASSED BYTHE REGULATORS OR COURTSANDTRIBUNALS :

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company’s operations in future.

TRANSFERTO IEPF :

The details of unpaid / unclaimed dividend for a period of 7 consecutive years andunderlying shares liable to be transferred to IEPF Authority have been mentioned in detailin the Corporate Governance Report which forms an integral part of the Directors Report.

CORPORATE GOVERNANCE :

As prescribed under Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section on CorporateGovernance Practices followed by the Company together with a Certificate from a PracticingCompany Secretary confirming compliance forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management Discussion and Analysis Report for the year under review as stipulated inthe SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presentedin a separate section forming part of the Annual Report.

APPRECIATION :

Your Directors express their sincere gratitude for the consistent support andco-operation received from all the stakeholders including its Customers GovernmentAgencies Financial Institutions Bankers Debenture Trustees Suppliers ShareholdersDebenture holders Employees and other business Associates who have reposed theircontinued trust and confidence in the Company.

Place: Mumbai For and on behalf of the Board
Date: 13.08.2019 Hemant Kumar Ruia
Chairman & Managing Director
DIN : 00029410

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