The Board of Directors is pleased to present the Company's Forty Fifth Annual Reporttogether with the Audited Statement of Accounts for the year ended 31st March2020.
FINANCIAL SUMMARY AND HIGHLIGHTS: -
|Particulars || |
Consolidated Year Ended
Standalone Year Ended
| ||31/03/2020 ||31/03/2019 ||31/03/2020 ||31/03/2019 |
|Total Income ||40 319.93 ||45 767.48 ||40 319.93 ||45 848.74 |
|Profit before Finance Cost Depreciation &Tax ||4 573.68 ||3 647.21 ||4 585.65 ||3 731.32 |
|Finance Costs ||936.80 ||800.20 ||935.13 ||799.49 |
|Depreciation ||297.46 ||268.83 ||297.46 ||268.83 |
|Exceptional Item ||301.91 ||- ||301.91 ||- |
|Profit before Tax ||3 037.51 ||2 578.18 ||3 051.15 ||2 663.00 |
|Less:Tax Expenses ||577.48 ||935.01 ||577.48 ||935.01 |
|Net Profit ||2 460.03 ||1 643.17 ||2 473.67 ||1 727.99 |
|Other comprehensive Income for the year ||(38.41) ||(14.83) ||(41.65) ||(13.71) |
|Total comprehensive Income for the year ||2 421.62 ||1 628.34 ||2 432.02 ||1 714.28 |
The Standalone total income was Rs 40319.93 Lakhs for the financial year 2019-20 ascompared to previous year of Rs 45848.74 Lakhs. The finance cost increased to Rs 935.13Lakhs from Rs 799.49 Lakhs mainly due to interest paid on the Fixed Deposit schemelaunched by the Company for the members of the Company. The Profit before tax was Rs3051.15 Lakhs as against Rs 2663.00 Lakhs in the previous year. The Profit for the yearstood at Rs 2473.67 Lakhs as compared to Rs 1727.99 Lakhs There by registering a growth of43.15 %. The revenue from the Export sales witnessed a growth of 9.18 % during the yearunder review and stood at Rs 21109.92 Lakhs as compared to Rs 19334.92 Lakhs. The revenuefrom Domestic operations was Rs 18804.77 Lakhs as against Rs 26171.37 Lakhs.
The total revenue on a consolidated basis of the Company was Rs 40319.93 Lakhs ascompared to Rs 45767.48 Lakhs in the previous year. The profit for the year onconsolidated basis was Rs 2460.03 Lakhs as compared to Rs 1643.17 Lakhs.
As we all have witnessed the spread of COVID 19 throughout the World has led toNationwide Lockdown in India with effect from March 24 2020. Accordingly in strictcompliance with the Order of the Government of Maharashtra the Company's Corporate HeadOffice & Plant / Production facilities which are located in Mumbai and Navi Mumbai inMaharashtra respectively were closed thus disrupting the business operations of theCompany. It has temporarily affected the production continuity and delayed scheduleddeliveries to a certain extent. It has thus moderately impacted the revenue of coreoperations of the Company for the first quarter 2020-21. However due to quick situationaladaptation state of the art Plant at Company's disposal up to-date Production facilitiesand efforts of R&D Team your Company resumed its activities soon and also venturedinto the field of manufacture of goods essential in the Pharmaceutical industries.Further as soon as the operation norms were relaxed the Company's capacity utilizationwent up substantially of its expanded capacities. The Management is of the view thatdemand for the Company's products is not affected since the response from the domestic aswell as Global markets are encouraging.
As you are aware the Company is in the production of chemicals which has End Use inPharma Companies
PSU Refineries Oil and Gas Companies and Textile Industries. During the year underreport the Company has commissioned the expansion project for its products and increasedits capacities.
DIVIDEND AND RESERVES :
The Company has in the financial 2019-20 declared and paid in the month of March 2020an interim dividend of 30 paise per share of Face Value of Rs 2/- each. Total outgo on theInterim Dividend was Rs 198.99 Lakhs (including Dividend Tax of Rs 33.93 Lakhs) as againstRs 198.99 Lakhs (including Dividend Tax of Rs 33.93 Lakhs) paid in the previous year.Since the Board has not proposed any Final Dividend the Interim Dividend paid during theyear shall be treated as Final Dividend for the Financial Year ended March 31 2020subject to approval of Members at the ensuing Annual General Meeting of the Company.
During the year under review your Company transferred a sum of Rs 33.40/- Lakhs to theDebenture Redemption Reserve totalling to now Rs 1.67 Crores and no amount was transferredto General Reserve.
SHARE CAPITAL :
The Authorised Share Capital of the Company is Rs 16 01 00 000/- (Rupees SixteenCrores One Lakh only) comprising of Equity Share Capital of Rs 1350.00 Lakhs andPreference 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. During theyear under review the Company has neither issued shares with differential voting rightsnor granted any stock options or sweat equity. As on 31st March 2020 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.
During the year under review the revenue from Export of products was Rs 21109.92 Lakhsas compared to Rs 19334.92 Lakhs in the previous year. The demand for the Company'sproducts was much higher during the year under review in international markets.
SUBSIDIARY COMPANIES :
APL INFOTECH LTD
As reported earlier APL Infotech Ltd in association with IIT Powai Mumbai hasdeveloped 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 Rs leak' accurately within specified performance parameters. One of the versionis PAnORaMA LDS which is a customized LDS (Leak Detection System) application for anetwork. It is a real time version of PAnORaMA and is useful for pipe network operators.During the year under review the Management has made all possible efforts to reachvarious customers in the Oil and Gas Industries and even tied up with specialisedmarketing agencies to market this product. However considering the technologicalchallenges faced by APL Infotech Ltd in latest development marketing the product andconstraints in generating revenue the Company has after examining all possible optionssold its 51% stake in the said Company. Accordingly APL Infotech Ltd is no longer asubsidiary Company of the Company with effect from March 4 2020.
AMINES & PLASTICIZERS FZ LLC UAE - Wholly owned Subsidiary
As reported earlier the Company has incorporated a wholly owned subsidiary - Aminesand Plasticizers FZ LLC in Ras Al Khaimah Free Trade Zone UAE with a view to expand itsbusiness operations in the Middle East Europe and United Arab Emirates. The bankingoperations of the said subsidiary started during the year after which the Company hassubscribed to Share Capital in the said Company. The said subsidiary has been incorporatedfor dealing and trading in Specialty Chemicals and other Alkanolamines products in MiddleEast United Arab Emirates and Europe.
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 ("the Act")consolidated 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 FinancialStatements which forms an integral part of this report. The statement also provides thedetails of performance 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 formsan 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('the Act')and the Company's Articles of Association Mr. Yashvardhan Ruia (DIN: 00364888) retires byrotation and being eligible has offered himself for re-appointment.
Your Board is pleased to inform you that on the recommendation of the Nomination andRemuneration Committee (NRC) they have re-appointed Mr. Yashvardhan Ruia as Whole TimeDirector designated as Executive Director for a term of 5 years from 01st June 2020 to 31stMay 2025. However as per the provisions of Schedule V of the Companies Act 2013remuneration can be proposed for a period of 3 years only i.e. from 01st June2020 to 31st May 2023 as detailed in the Notice. The Board recommends hisre-appointment for the consideration of the Members at the ensuing Annual General Meetingof the Company. Brief profile of Mr. Yashvardhan Ruia has been given in the Noticeconvening the 45th Annual General Meeting (AGM).
The term of Mr. Kailashchandra Seksaria (DIN: 00115565) as a Director got over onSeptember 28 2019. Mr. Seksaria did not seek re-appointment and hence ceased to beDirector of the Company w.e.f. September 29 2019.
With deep regret we report the sad demise of our Director Dr. M K Sinha (DIN :00043988) on February 02 2020. He was associated with the Company from 19th December1997 and continued uninterrupted till his demise. His guidance and active participation inthe Board and Committee meetings played a very crucial role in the growth and success ofthe Company. Your Directors would like to place on record the gratitude and appreciationfor his guidance during his tenure as a Director. Further the Board has decided not tofill the causal vacancy since the strength of the Board complies with the requirement ofthe Companies Act 2013 and the Listing Regulations.
In accordance with Section 149(4) of the Companies Act 2013 at the recommendation ofthe Nomination and Remuneration Committee and the Board the Members of the Company at its44th AGM re-appointed Dr. Pandurang Hari Vaidya (DIN : 00939149) Mr. ArunShanker Nagar (DIN : 00523905) and Mr. Brijmohan Jindel (DIN : 00071417) as IndependentDirectors on the Board of Directors of the Company with effect from 29thSeptember 2019 to hold office for a second term of 5 (Five) consecutive years upto 28thSeptember 2024.
The Board of Directors on the recommendation of the Nomination and RemunerationCommittee (NRC) re-appointed Mr. Hemant Kumar Ruia (DIN : 00029410) as Chairman &Managing Director for a term of 5 years
i.e. from 01st April 2019 to 31st March 2024 with a revised remuneration for a periodof 3 years i.e. 01st April 2019 to 31st March 2022 which was approved by the members atthe 44th Annual General Meeting of the Company and Shareholders have approved hisre-appointment at the said 44th AGM of the Company.
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 the criteria ofindependence under Section 149(6) of the Companies Act 2013 read with Regulation 16(1)(b)of SEBI (LODR). In the opinion of the Board the Independent Directors fulfil the saidconditions of Independence. The Independent Directors have also confirmed that they havecomplied with the Company's Code of Business Conduct & Ethics. In terms ofrequirements of the Listing Regulations the Board has identified core skills expertiseand competencies of the Directors in the context of the Company's businesses for effectivefunctioning which are detailed in the Corporate Governance Report.
The Ministry of Corporate Affairs ('MCA') vide Notification No. G.S.R. 804(E) datedOctober 22 2019 and effective from December 01 2019 has introduced the provisionrelating to inclusion of names of Independent Directors in the Data Bank maintained byIndian Institute of Corporate Affairs ('IICA'). All Independent Directors of your Companyare registered with IICA. In the opinion of the Board the Independent Directors possessthe requisite integrity experience expertise proficiency and qualifications.
KEY MANAGERIAL PERSONNEL :
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 are available on the website of the Companywww.amines.com and briefly explained in the Corporate Governance Report.
Number of Meetings of the Board :
The Board met 5 times during the Financial Year 2019-20 i.e. on 27th May2019 13th August 2019 13th November 2019 11thFebruary 2020 and 04th March 2020. The particulars of meetings held andattended by each Director are detailed in the Corporate Governance Report which formspart of this report.
COMMITTEES OF THE BOARD OF DIRECTORS :
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) Regulations2015 a structured questionnaire was prepared after taking into consideration variousaspects of Board's functioning like composition of the Board and its Committees Boardculture performance 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') approved thefinancial statements of the Company and its subsidiaries after its review by AuditCommittee. In accordance with Section 129(3) of the Companies Act 2013 and applicableIndian Accounting Standards consolidated financial statements of the Company and itssubsidiaries are prepared. Further a statement containing the salient features of thefinancial statement of the Subsidiary in the prescribed format AOC1 is annexed to theFinancial 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) and applicableprovisions of Indian Accounting Standards on Consolidated Financial Statements yourDirectors also provide the Audited Consolidated Financial Statements in the Annual Report.
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.
The Company has accepted unsecured Deposits to the tune of Rs 7 05 00 000/- andThere is no unpaid or unclaimed deposits lying with the Company. The Company has beentimely servicing interest to its Deposit holders on a quarterly basis. The Company had bymeans of Postal Ballot taken approval from the Members of the Company for acceptance ofunsecured Deposits from Members under Section 73 of the Companies Act 2013 and rules madeThere under in the month of March 2019. Your Company had filed DPT 1 (Circular InvitingDeposits) with the Registrar of Companies Shillong Assam and subsequently sent the sameto all shareholders through the permitted modes.The main object of raising funds throughunsecured deposits was to finance the capital expenditure requirement for increasingcapacities and other general 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 March 312020.The said NCDs were issued on a private placement basis in March 2015 for a period ofTen 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 There afterreferred to the Board. The transactions entered into with the related parties are at arm'slength and in the ordinary course of business and are in accordance with the provisions ofthe Companies Act 2013 read with rules made There under and Regulation 23 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. During the year underreview the Company has sold its 51% stake in Subsidiary Company to a Promoter GroupCompany at a fair price as valued by a Registered Valuer. There were no material relatedparty transactions entered into by the Company during the financial year which attractedthe provisions of Section 188 of the Companies Act 2013. The requisite disclosure if anyin Form AOC - 2 is furnished in Annexure-2.All related party transactions are mentioned inthe Notes to the Financial Statements and also disclosed to Stock Exchange on half yearlybasis pursuant to clause 23(9) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. None of the transactions with any of related parties were in conflictwith the Company's interest.The policy on Related Party and Material Related Party is putup 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 OF THE 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 mutually agreed upon by the Board of Directors and Statutory Auditors andis valid till the year 2022. The observations made in the Auditors' Report of M/s. B D G& Associates Chartered Accountants for the year ended March 31 2020 read togetherwith relevant notes There on are self-explanatory and hence do not call for any comments.There is no qualification reservation adverse remark or disclaimer by theStatutoryAuditors intheirReport.
As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014as amendedfrom time to time your 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 (Firm Registration No.: 100049) Cost Accountants KolhapurMaharashtra as Cost Auditors to audit the cost accounts of the Company for the financialyear 2020-21 at a remuneration of Rs 2 15 000/- per annum plus taxes as applicable andreimbursement of out of pocket expenses. As required under the Companies Act 2013 aresolution seeking member's approval for ratification of the remuneration payable to theCost Auditor forms a part of the Notice convening the 45th Annual General Meeting.The CostAudit Report for the financial year 2018-19 was filed in Form CRA -4 with the Ministry ofCorporate Affairs Government of India on December 12 2019.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madeThere under 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 2019 to 31st March 2020 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.
INTERNALCONTROLSYSTEMSANDTHEIR 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 regulatory& 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) Rules 2015.During the year under review no material or serious observationshave been reported by the Internal Auditors of the Company for inefficiency or inadequacyof such 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 based onthe recent circulars and clarifications received from the appropriate Authorities.Internal Audit plays a key role in providing assurance to the Board of Directors. In orderto maintain its objectivity and independence the Internal Auditor reports to theChairman of the Audit Committee. The Internal Auditor monitors & evaluates theefficacy of Internal Financial Control system in the Company its compliance withoperating system accounting procedures & policies at all the locations of theCompany. Based on the report of the Internal Audit function corrective actions in therespective areas are undertaken and controls are strengthened. Internal Financial ControlAudit has also been undertaken by the Statutory Auditor M/s B D G & AssociatesChartered Accountants Mumbai for the year ended 31st March 2020.The Board isof the opinion that the Company has sound Internal Financial Controls commensurate withthe nature and size of its business operations.
During the year under review ICRA has reaffirmed ICRA BBB+ (pronounced ICRA triple Bplus) with' Stable Outlook' for long term credit facilities availed by the Company and[ICRA] A2 (pronounced ICRAA two) for the short term rating.
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
ISO CERTIFICATION (MANAGEMENT SYSTEM CERTIFICATION):
The Company has an ISO 9001:2015 certification which is valid up to 11thJanuary 2021. Periodic Audit conducted by DNV - GL is successful in continuation of thecertification. The focus of QMS (Quality Management System) is on continual improvement byimplementing the strategic tools for business to gain competitive advantage throughproducts and services that are safe reliable and trust worthy. Besides thisunderstanding the needs and expectations of Interested Parties helps to find ways toimprove the products and services offered to increase customer satisfaction and reduceBusiness Risks.
Besides QMS (Quality Management System) APL has certifications for EnvironmentManagement System ISO 140012015 and OH&S Management System ISO 45001-2018. The FirstPeriodic audit for ISO 14001-2015 standard & ISO 45001-2018 standard has beenconducted by DNV-GL is successful. The certification for ISO 14001-2015 is valid up to 08thApril 2022.Thecertificationfor ISO 45001-2018 is valid upto06thJune 2022.
ISO 14001:2015 (Environmental Management System) Certifications relates to conservationof natural resources resulting in maintaining clean environment safe work place safeoperations commitment to compliance and healthy atmosphere.Determination of Life CyclePerspective is a new concept incorporated in the EMS.As such the Company is committedtoensure 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 OH&Sperformance. Various measures have been taken by the Company in order to ensure compliancein its true spirit.
TfS (Together for Sustainability):The Company has joined TfS (Together forSustainability) forces by successfully going through TfS Assessment and Audit conducted byTfS approved auditing agency INTERTEK. TfS (Together for Sustainability) is an initiativetaken by 19 European Multinational Chemical Companies. The initiative is created toincrease transparency with regard to sustainability standards in supply chains. Themission is to support in managing complexity and risks in increasingly global operationsand improving the economic social and ecological conditions in global supply chains byengaging in dialog with suppliers.
EFfCI GMP (European Federation of Cosmetic Ingredients - Good Manufacturing Practices):The Company has successfully gone through verification of compliance to EFfCI GMP 2017standard for some of its products.
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.
DIRECTOR'S RESPONSIBILITY STATEMENT :
To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134 (3) (c) ofthe Companies Act 2013:
a) that in the preparation of the annual accounts for the year ended 31st March 2020the applicable accounting standards have been followed along with proper explanationrelating to material departures wherever applicable if 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 31stMarch 2020 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 Act 2013 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 ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :
Pursuant to the provisions of Section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 prescribed particulars as applicable is annexedhereto as Annexure'4'and forms part of this Report.
PARTICULARS OF EMPLOYEES :
The Statement containing information as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure 5 and forms an integral part of this Report. A statement comprisingnames of top 10 employees in terms of remuneration drawn and every person employedthroughout the year who were in receipt of remuneration in terms of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is marked asAnnexure 5A and forms an integral part of this annual report. The above Annexure is notbeing annexed and sent along with this annual report to the members in line with theprovisions of Section 136 of the Act. Members who are interested in obtaining Theseparticulars may write/ email to the Company Secretary at the Registered / Corporate Officeof the Company. The aforesaid Annexure is also available for inspection by the Members atthe Registered Office of the Company 21 days before and up to the date of the ensuing45th Annual General Meeting of the Company during business hours on working days.
DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
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 the Calendar year:
- No. of Complaints received :Nil
- No. of Complaints disposed off :NA
Your Management has been constantly in the process of identifying risks and reviewingthe factors to mitigate risks associated with operations revenue generation regulationsand ensuring accomplishment of objectives by addressing them. In order to maximize returnsin any business it is necessary to mitigate the risks associated in the businessoperations. With the expansion and consequent growth in the business operations of theCompany it is essential to reassess and revisit the risk management framework fromtimetotime. Business risks and mitigation plans are reviewed and the internal auditprocesses include evaluation of all critical and high risk areas. Critical functions arerigorously reviewed and the reports are shared with the Management for timely correctiveactions if any.The main focus of the management is to review business risks test andreview controls assess business processes besides benchmarking controls with bestpractices in the industry.The risk management framework is reviewed periodically by theBoard and the Audit Committee keeping a check on overall effectiveness of the riskmanagement of the Company.A note on risks concerns and mitigating factors have been givenin the Management Discussion & Analysis Report.
The corporate affairs of the Company are carried out in a fair and transparentmanner.The Company has in place a Whistle Blower Policy as a vigil mechanism as envisagedin the Companies Act 2013 read with the Rules There under and the ListingRegulations.This Policy has been adopted circulated and placed on the website of theCompany in order to provide a secure environment and to encourage employees of the Companyto report unethical unlawful or improper practice acts or activities. Any employee canapproach his/her Department Head for any such instance observed or experienced or if incase it involves Managerial Personnel to the Managing Director and There after the AuditCommittee Chairman. During the year under review no employee was denied access to theAudit Committee. TheWhistle Blower Policy of the Company has been posted on the website ofthe Companyviz.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 many activities under its CSR initiativebased on following themes:
Trees and plants are the prime source of environmental purification andbeautification. Infact forests being the only natural industry which produces oxygenwhich is basic necessity for survival of human kind. In order to be a part of this causeand to contribute in the environmental balance the Company has spent on planting andmaintenance of the trees planted in the specific areas of Maharashtra.
Cancer refers to any one of a large number of diseases characterized by thedevelopment of abnormal cells that divide uncontrollably and have the ability toinfiltrate and destroy normal body tissue.The Company has provided financial supporttowards such a cause through the Institute"Asian Cancer Foundation'!
Water is the most important substance for survival of every human being and theCompany constantly contributes towards this cause by making available safe drinking waterto people living in remote rural areas by constructing required facilities.
Infrastructure spends by constructing roads and connecting rural areas to urbanareas which can lead to the development of such rural areas.
Empowerment of women is a necessity for the very development of any society. Itenhances both the quality and the quantity of human resources available for the overalldevelopment. The Company contributed to this noble cause through an Association which isengaged in Women empowerment.
India's literacy rate is about 74% and There is a shortage of good educationaland medical facilities in villages and in rural areas of India. The Company hascontributed its little share in promoting These activities by extending the financialsupport to one such Registered Public Trust which is actively engaged in the promotion ofeducation providing medical facilities to poor women empowerment betterment of cattleand sanitation.
A detailed reportas required under Section 135 is annexed asAnnexure6andformspartofthisAnnual Report.
SIGNIFICANT AND MATERIAL CHANGES/ ORDERS PASSED BY THERE GULATORS OR COURTS ANDTRIBUNALS :
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
REPORTING OF FRAUDS :
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofAct and Rules framed There under.
TRANSFER TO 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 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 review as stipulated inthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is presentedin a separate section forming part of the Annual Report.
The Board of Directors wish to place on record its deep sense of appreciation for thecommitted services by all the employees of the Company. The Board of Directors would alsolike to express their sincere appreciation for the assistance and co-operation receivedfrom the banks government and regulatory authorities customers vendors members anddebenture holders during the year under review.
|Place: Mumbai ||For and on behalf of the Board of Directors |
|Date: 13/08/2020 || |
| ||Hemant Kumar Ruia |
| ||Chairman & Managing Director |
| ||DIN: 00029410 |