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Amines & Plasticizers Ltd

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BSE Code : 506248 | NSE Symbol : AMNPLST | ISIN : INE275D01022 | Industry : Chemicals |


Directors Reports

To,

The Members,

The Board of Directors is pleased to present the Company's Forty Ninth Annual Report together with the Audited Financial Statements forthe year ended March 31,2024.

FINANCIAL SUMMARY AND HIGHLIGHTS: -

(' in Lakh)

Particulars

Consolidated

Standalone

Year Ended

Year Ended

31/03/2024 31/03/2023 31/03/2024 31/03/2023

Total Income

64970.82 60005.46 64739.47 59407.02

Total Expenses

57772.37 55511.01 57628.16 55124.25

Profit before Finance Cost, Depreciation &Tax

7181.95 4523.46 7106.08 4310.60

Finance Cost

1308.26 1011.07 1284.93 999.27

Depreciation and Amortisation Expense

513.18 483.43 513.18 483.43

Profit before Tax

5360.51 3028.96 5307.97 2827.90

Less:Tax Expenses

1377.68 741.75 1377.68 741.75

Profit for the year before Minority Interest

3982.83 2287.21 3930.29 2086.15

Non controlling Interest

- - - -

Profit for the year

3982.83 2287.21 3930.29 2086.15

Other comprehensive Income for the year

16.50 (29.01) 5.23 (27.83)

Total comprehensive Income for the year

3999.33 2258.20 3935.52 2058.32

During the year under review, the total income of the Company on a consolidated basis was Rs.64970.82 Lakh as compared to Rs.60005.46 Lakh in the Previous Year. The total expenses also increased to Rs.57772.37 Lakh as compared to Rs.55511.01 Lakh in the previous year which is an increase of just over 4%. The operations witnessed a rise of approx 30% in finance cost during the year however, increased turnover, better pricing and healthy margins on few orders resulted in increase in the profit before tax for the year being Rs.5360.51 Lakh as compared to Rs.3028.96 Lakh in the previous year. The revenue from the Export sales was Rs.34713.76 Lakh during the year under review as compared to Rs.28162.11 Lakh in the previous year, thereby registering a growth of over 23%. The revenues from Domestic operations were Rs.30025.71 Lakh as against Rs.31244.91 Lakh in the previous year.

The total revenue on a standalone basis of the Company was Rs.64739.47 Lakh as compared to Rs.59407.02 Lakh in the previous year thereby registering a growth of 9% and the profit for the year was Rs.3930.29 Lakh as compared to Rs.2086.15 Lakh in the previous year thereby registering a phenomenal growth of over 88%.

Your Directors are glad to report that for the second consecutive year, your Company achieved Income milestone of Rs.600 Crore and Net Profit stood at Rs.39.83 Crore on the consolidated basis. Amines and Plasticizers FZLLC, a Wholly Owned Foreign subsidiary of your Company reported a profit of Rs.52.51 Lakh for the second consecutive time and operating performance during the year continues to be encouraging.

DIVIDEND AND RESERVES:

Your Directors are pleased to recommended a dividend of 25% i.e. Rs.0.50 per Equity Share of Face Value of Rs.2/- each payable to those Shareholders whose name appear in the Register of Members as on the Record Date. The Equity Dividend outgo for the Financial Year 2023-24 would absorb a sum of approximately Rs.275.10 Lakh (inclusive of TDS).

During the year under review, your Company transferred a sum of Rs.33.40 Lakh to the Debenture Redemption Reserve totalling to Rs.300.60 Lakh and no amount was transferred to General Reserve. Pursuant to Section 73 (2)(c) of the Companies Act, 2013 read with Rules made thereunder, the Company is required to maintain an amount equal to 20% of the Deposits maturing in the Financial Year in the Deposit Repayment Account. Accordingly, the requirement of deposit for the current Financial Year is Rs.31,70,000/- and the Company has maintained the same for FY2024-25.

SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs.16,01,00,000/- (Rupees Sixteen Crore One Lakh only) comprising Equity Share Capital of Rs.1350.00 Lakh and Preference Share Capital of Rs.251.00 Lakh. The paid up Equity Share Capital of the Company is Rs.1100.40 Lakh divided into 5,50,20,000 Equity Shares of Rs.2/- each. During the year under review, the Company has neither issued shares with differential voting rights nor granted any stock options or sweat equity. As on 31st March, 2024, none of the Directors of the Company hold -instruments convertible into equity shares of the Company.

LISTING:

Your Board is pleased to inform you that in addition to listing at BSE Limited (BSE), the equity shares of the Company are now also listed with the National Stock Exchange of India Ltd (NSEIL) w.e.f. November 10, 2023 on the main Board under normal segment and response from the investors is encouraging. It has given an additional platform to general public to trade in the shares of the Company.

EXPORT:

During the year under review, the Company had revenue from Export sales of Rs.34713.76 Lakh as compared to Rs.28162.11 Lakh in the previous year. Export sales contributed about 53.62 % to the total Turnover of the Company. The Company is now exporting its products to more than 65 countries globally.

SUBSIDIARY / ASSOCIATE COMPANY:

AMINES AND PLASTICIZERS FZ-LLC, UAE - Wholly owned Subsidiary:

The Company's wholly owned subsidiary: Amines and Plasticizers FZ-LLC in Ras Al Khaimah, Free Trade Zone, UAE reported a profit of Rs.52.51 Lakh for the second time since its inception.

The operational performance and affairs of the subsidiary have been reviewed by the Audit Committee and Board of Directors of the Company. Pursuant to Section 129 (3) of the Companies Act, 2013, Consolidated Accounts of the Company and its subsidiary have been prepared and subjected to Audit which is a part of this Annual Report. A statement containing the salient features of the financial statement of the subsidiary in the prescribed format AOC-1 is provided in the Financial Statement, which forms an integral part of this report. The statement also provides the details of performance and financial position of the subsidiary.

Radiance MH Sunrise Six Private Limited.

As you are aware, the Company has invested as a statutory pre-condition in "Radiance MH Sunrise Six Private Limited'" a Solar Power producing Company to meet its energy requirements. The said Company is engaged in the business of development, construction, operation and maintenance of solar power plants in India and developing, constructing ground mounted, grid connected solar (photovoltaic) electric generating facility. The power producer has commissioned a dedicated Solar Power Plant for the Company which is now fully operational and Company started receiving power at concessional rates thereby reducing power bills of the Company to a certain extent.

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended March 31, 2024 is uploaded on the website of the Company and can be accessed at https://www.amines.com/annual-return.html

DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

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 retires by rotation and being eligible has offered himself for re-appointment.

At the 45thAGM of the Company in the year 2020, Mr. Yashvardhan Ruia (DIN:00364888) was appointed as the Executive Director of the Company for a term of 5 years i.e. from June 01, 2020 to May 31, 2025. The approval of the Members pursuant to Sections 190, 196, 197, 200, 203 of the Companies Act, 2013 read with Schedule V of the Companies Act, 2013 as amended from time to time is now sought for re-appointment of Mr. Yashvardhan Ruia, as Executive Director for a further period of 5 years i.e. June 01, 2025 to May 31,2030 with a revised remuneration for a period of 3 years from June 01, 2025 to May 31, 2028 as detailed in resolution No. 7 of the AGM Notice.

In accordance with Section 149(4) of the Companies Act, 2013 on the recommendation of the Nomination and Remuneration Committee and the Board, it is proposed to appoint Mr. Nikunj Seksaria (DIN: 07014263), Mr. Pragyan Pittie (DIN: 10735025) and Ms. Dhanyashree Jadeja (DIN: 10732864) as Non-Executive Independent Directors of the Company at the 49th AGM of the Members of the Company. The details of each of the proposed appointee are given in the Notice of the AGM under respective resolutions. The term of appointment of Dr. Pandurang Hari Vaidya (DIN: 00939149), Mr. Arun Shanker Nagar (DIN: 00523905) and Mr. Brijmohan Jindel (DIN: 0071417) as Independent Directors is coming to an end on September 28, 2024. Your Board places on record their gratitude towards all of them for their selfless service since the day of their appointment and valuable guidance given during their tenure with the Company.

Declaration by Independent Directors:

The Company has received declaration of Independence from all the proposed Independent Directors as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence 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 proposed Independent Directors fulfil the conditions of Independence and they are independent of the management. The proposed Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics.

In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses for effective functioning, which are detailed in the Corporate 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 the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs ('IICA'). All proposed Independent Directors of your Company are registered with the IICA. In the opinion of the Board, Independent Directors possess the requisite integrity, experience, expertise, proficiency and qualifications to serve the Board and the Company.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has Three Key Managerial Personnel viz. Mr. Hemant Kumar Ruia as the Chairman & Managing Director and Chief Executive Officer, Mr. Pramod Sharma as the Chief Financial Officer and Mr. Omkar Mhamunkar as Company Secretary of the Company. During the period under review, Mr. Ajay Puranik, (FCS 4288), ceased to be Company Secretary and KMP on his resignation on April 30, 2024 and the Board has appointed Mr. Omkar Mhamunkar (ACS 26645) in his place as Company Secretary and Compliance Officer of the Company effective August 08, 2024.

Senior Management : The core Senior Management Team of the Company consists of Divisional Heads and information about them is given herein below:

Senior Management
Sr. No Names Designation
1 Mr. Pramod Sharma CHIEF FINANCIAL OFFICER
A 2 Mr. Ajay Puranik PRESIDENT - LEGAL & CS (till 30.04.2024)
3 Mr. Omkar Mhamunkar CS & COMPLIANCE OFFICER (w.e.f. 08.08.2024)
Sr. No Names Designation
1 Mr.Vijay Kulkarni TECHNICAL DIRECTOR
2 Mr.Ashok Mate PRESIDENT - MATERIALS
B 3 Mr.Matapher Mishra PRESIDENT - PLANT
4 Mr.Anurup Agarwal PRESIDENT - EXPORTS
5 Mr.Anil Deora PRESIDENT - MARKETING
6 Mr.Sanjay Badhe PRESIDENT - PLANT OPERATIONS

NOMINATION AND REMUNERATION POLICY:

The policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company is already in place. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors, Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The details of this policy are available on the website of the Company http://amines.com/pdf/policies/Nomination-Remuneration-Policy.pdf and briefly explained in the Corporate Governance Report.

MEETINGS OF THE BOARD:

The Board met Six (6) times during the Financial Year 2023-24 i.e. on May 29, 2023, August 11,2023, August 31, 2023, September 29, 2023, November 7, 2023, and February 12, 2024. The particulars of meetings held and attended by each Director are mentioned 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 meetings, attendance and related matters are provided in the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION:

The Board in consultation with the members of the Nomination and Remuneration Committee has devised criteria for performance and guidelines for evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non - Executive Directors and Executive Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy.

A structured questionnaire was prepared after taking into consideration various aspects of Board's functioning like composition of the Board and its Committees, Board culture, ESG awareness, performance of specific duties and obligations keeping in view the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The evaluation process includes various aspects to determine the performance of Directors of the Company. The basis for this evaluation include fulfilment of independence criteria, qualifications, knowledge, level of engagement and contribution, skills and experience in the respective fields, honesty, integrity, ethical behavior, leadership, independence of judgment, attendance at the meetings, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges etc. The Board of Directors expressed their satisfaction over the evaluation process.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with section 129(3) of the Companies Act, 2013 and applicable Indian Accounting Standards the consolidated financial statements of the Company have been prepared which were reviewed by the Audit Committee and the Board of Directors of the Company. A statement containing the salient features of the financial statement of the Subsidiary in the 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 financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary are available on the Company's website www.amines.com. These documents will also be available for inspection during the business hours on every working day at the Registered Office & Corporate Office till the date of the Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act, 2013 ('the Act) and applicable provisions of Indian Accounting Standards on Consolidated Financial Statements, your Company also provides 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 Section 186 of the Companies Act, 2013 are given in detail in the Notes to the Financial Statements.

DEPOSITS:

During the year under review,the Company has accepted unsecured Deposits to the tune of Rs.1,00,50,000/- (Rupees One Crore Fifty Thousand only).The balance of Deposits as on March 31,2024 was Rs.8,34,00,000/- (Rupees Eight Crore and Thirty Four Lakh only) and there is no unpaid or unclaimed deposits lying with the Company.The Company had taken approval of Members at the 48th AGMfor acceptance and renewal of Deposits from MembersunderSection73of the Companies Act,2013 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 to all its shareholders through the

permitted modes.The main object of raising funds through unsecured deposits is to finance some portion ofWorking Capital requirement and for other general corporate purposes of the Company.The Company has been timely and regularly servicing interest to its Deposit holders on a quarterlybasis.

NON-CONVERTIBLE DEBENTURES(NCDs):

The Secured Non-Convertible Debentures (NCDs) issued by the Company stands at its original issue value being Rs.13,35,00,000/- (Rupees Thirteen Crore and Thirty-Five Lakhs) as on March 31,2024.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 servicing interest to its Debenture holders on a quarterly basis. During the year under review, no Call and/orPut options were exercised.

RELATED PARTYTRANSACTIONS (RPTs):

All Related PartyTransactions are first placed before the Audit Committee for its prior / omnibus approval which are of a foreseen and repetitive nature and thereafter referred to the Board.The transactions entered into with the related parties are at arm's length and in the ordinary course of business and are in accordance with the provisions of the Companies Act, 2013 read with rules made thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.There were no material related party transactions entered into by the Company during the financial year which attracted the provisions of Section 188 of the Companies Act, 2013. The requisite disclosure, if any in Form AOC- 2 is furnished in Annexure - 1. All related party transactions are mentioned in the Notes to the Financial Statements and also disclosed to the Stock Exchanges on half yearly basis pursuant to clause 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.None of the transactions with any of related parties were in conflict with the Company's interest.The policy on Related 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 CHANGESAND COMMITMENTS AFFECTINGTHEFINANCIALPOSITIONOFTHECOMPANY:

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

STATUTORYAUDIT:

In accordance with the provisions of Section 139,142 and other applicable provisions of the Companies Act,2013 ('the Act') read with the Companies (Audit and Auditors) Rules,2014,the Company had appointed M/s SARA & Associates, Chartered Accountants (FRN: 120927W) at the 47th AGM of the Company held on September 28,2022 for a term of 5 years to hold the office from the conclusion of the 47th AGM till the conclusion of the 52ndAGM to be held in the year 2027,at a remuneration to be recommended by the AuditCommitteeand approved by the Board.

There is no audit qualification, reservation or adverse remark by the Statutory Auditors on the Financial Statements for the year under review.

COSTAUDIT:

As per the directions of the Central Government and pursuant to Section 148 of the Companies Act,2013 (the Act) read with the Companies (Cost Records and Audit) Rules,2014 as amended from time to time,your Management has been carrying out the audit of cost records of the Companyeveryyear.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors on the recommendation of the Audit Committee has appointed

M/s A.G.Anikhindi & Co, (Firm Registration No.: 100049) Cost Accountants, Kolhapur, Maharashtra as Cost Auditors to audit the cost accounts of the Company for the financial year 2024-25 at a remuneration of Rs.2,40,000/- per annum plus taxes as applicable and reimbursement of out of pocket expenses.A certificate from M/s.A.G.Anikhindi&Co.,Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company is in accordance withthelimitsspecifiedunder Section 141 of the Act and Rules framed thereunder.

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 of the Notice convening the 49th Annual General Meeting and the same is recommended for your consideration.The Cost Audit Report for the financial year 2022-23 was filed in Form CRA-4withthe Ministry ofCorporate Affairs,Governmentof India on October 20,2023.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/s G. S. Bhide and Associates,Company Secretaries (CP No. 11816),Vapi to conduct the Secretarial Audit of the Company for the FinancialYear2023-2024.The Secretarial Audit Report for the year ended March 31,2024 in Form No.MR-3 is included as Annexure-2 and forms an integral part ofthisReport.Thereis no observation or qualification in the report for the year under review.

INTERNAL CONTROL SYSTEM ANDTHEIR ADEQUACY:

Your Company believes that long term goals and success can be achieved only when a robust Internal Control system is in place.Your Company has an effective internal control system which is constantly assessed and strengthened with new/revised standard operating procedures.The Company's internal control system is strong and commensurate with its size, scale and complexities of operations. In the opinion of the Board, the Company has internal financial controls which are adequate and effective.

M/s N.J.Mahtani &Co.,Chartered Accountants were theInternal Auditors of the Companyfor the FY 2023-24.

The Company has Internal Audit ("IA") Department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity.The quick redressal of deficiencies by the IA department has resulted in a robust framework for internal controls. Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectivenessofthe Company's internal financial controls overfinancial.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 and other applicable provisions, if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015. During the year under review, no material or serious observations have been reported by the Internal Auditors ofthe Company forinefficiencyorinadequacy of such controls.

Your Company's Financial Statements are prepared on the basis ofthe Significant Accounting Policies thatare selected by the Management and approved by the Audit Committee and the Board.These Accounting Policies are reviewed from time to time based on the recent circulars and clarifications received from the appropriate Authorities. Internal Audit plays a key role in providing assurance to the Board of Directors. In order to maintain its objectivity and independence, the Internal Auditor reports to the Chairman ofthe Audit Committee.The Internal Auditor monitors & evaluates the efficacy of Internal Financial Control system in the Company, its compliance with operating system, accounting procedures & policies at all the locations ofthe Company. Based on the report of the Internal Audit function,corrective actions in the respective areas are undertaken and controls are strengthened.

CREDITRATING:

The Company's credit facilities were rated by ICRA Limited and had assigned long-term Rating [ICRA] A- with a Stable Outlookfor long term credit facilitiesavailed by the Company and [ICRA] A2+for shorttermfacilities.

ISOCERTIFICATION:

MANAGEMENTSYSTEM CERTIFICATION:

The Company has an ISO 9001:2015 certification which is valid up to January 10,2027.The Recertification Audit as per ISO 9001-2015 standard has been conducted by Det Norske Veritas (DNV).The focus of QMS (Quality Management System) is on continual improvement by implementing the strategic tools for business to gain competitive advantage through products and services that are safe, reliable and trustworthy. Besides this, understanding the needs and expectations of Interested Parties helps us to find ways to improve the products and services offered to increase customersatisfaction and reduce business risks.

Besides QMS (Quality Management System), the Company has certifications for Environment Management System, ISO 14001-2015 and OH&S Management System, ISO 45001-2018. The Second Periodic audit for ISO 14001- 2015 standard & ISO 45001-2018 standard which has been conducted by DNV is successful. The certification for ISO 140012015 is valid up to April 08,2025. The certification for ISO 45001-2018 is valid uptoJune06,2025.

ISO 14001:2015 (Environmental Management System) Certifications relate to conservation of natural resources resulting in maintaining clean environment, commitment to compliance and healthy atmosphere. Determination of Life Cycle Perspective is a new concept incorporated in the EMS. As such, the Company is committed to ensure minimum impact to the environment hrough its operations.

ISO 45001:2018 (Occupational Health and Safety Management System) Certification gives guidance for its use, to enable to provide safe and healthy workplaces by preventing work-related injury and ill health, as well as by proactively improving its OH&S performance. Various measures have been taken by the management in order to ensure compliancein its true spirit.

The Company has participated in EcoVadis sustainability initiative on the Global sustainability platform and has been awarded Bronze EcoVadis Medal as recognition of the work APL has undertaken to create a more sustainable world.

TfS (Together for Sustainability):APL has joined TfS (Together for Sustainability) forces by successfully going through TfS Assessment and Audit conducted by TfS approved auditing agency, INTERTEK.TfS is an initiative taken by 51 European Multinational Chemical Companies. The initiative is created to increase transparency with regard to sustainability standards in supply chains.The mission is to support in managing complexity and risks in increasingly global operations and improving the economic,social and ecological conditions in global supply chains by engaging indialoguewithsuppliers.

EFfCI GMP (European Federation of Cosmetic Ingredients - Good Manufacturing Practices):APL has successfully been through the verification of compliance to EFfCI GMP, 2017 standard for the products Triethanolamine and Phenoxyethanol which istheessential requirementoftwowell-known global Cosmetic manufacturing customers.

HALAL&KOSHER Certifications:

The Company has obtained HALAL Certification for few of its products.The HALAL certificate isvalid up to January 26, 2025.

The Company has also obtained KOSHER Certification for few of its major products.The HALAL certificate isvalid up to January28,2025.

INSURANCE:

All properties and insurable interest of the Company including buildings, plant and machineries, Equipments, stores and spares have been adequately insured.

INDUSTRIAL RELATIONS:

The industrial relations remainedcordial duringtheyear under review.

DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained,your Directors make the following statement in terms of Section 134 (3) (c) of the Companies Act,2013:

a) that in the preparation of the annual accounts for the year ended March 31,2024,the applicable accounting standards have been followed along with proper explanation relating to material departures wherever applicable,ifany;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2024 and of the profit oftheCompany for theyearunder review;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 the Company and that such internal financial controls are adequate and were operating effectively; and

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

CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO:

Pursuant to the provisions of Section 134(3) (m) of the Companies Act,2013 read with the Companies (Accounts) Rules, 2014,prescribed particulars as applicable is annexed hereto as Annexure-3 and forms part of this Report.

PARTICULARSOFEMPLOYEES:

The Statement containing information as required under Section 197(12) of the Companies Act,2013,read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-4 and forms an integral part of this Report. A statement comprising names of Top 10 Employees in terms of remuneration drawn and every person employed throughout the year who were in receipt of remuneration,in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as Annexure-4A and forms an integral part of this annual report.The above Annexure is not being annexed and sent along with this annual report to the members in line with the provisions of Section 136 of the Act. Members who are interested in obtaining 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 by the Members at the Registered Office oftheCompany,21 days before and up to the date of the ensuing 49th Annual General Meeting oftheCompany during the business hours on 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 the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment, if any. All employees (permanent, contractual,

temporary, trainees) are covered under this policy. The following is summary of sexual harassment complaints received and disposed off during each Calendar year:

- No.of Complaints received : Nil

- No.of Complaints disposed off : NA RISKMANAGEMENT:

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are reviewed periodically and the reports are shared with the Management for timely corrective actions. The major focus of internal audit is to review business risks,testand review controls, assess business processes besides bench marking controls with best practices in the industry.

The Management constantly working to improve its risk management set up and processes in line with a rapidly changing business environment. During the year under review,there were no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part ofthis Annual Report.

The risk management framework is reviewed by the Board and the Audit Committee keeps a check on overall effectiveness of the risk management of the Company. A note on risks, concerns and mitigating factors have been given in the Management Discussion & Analysis Report.

ESTABLISHMENTOFVIGILMECHANISM:

Your Company believes that ethics in the conduct of business operations are an integral part of success and growth of an Organization.^ is our endeavour to conduct our business with the highest standards of professionalism following ethical conduct in line with the best governance practices.

The Company has in place a well-defined Whistle Blower Policy ("WBP") framed pursuant to Section 177(9), (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The WBP provides adequate safeguards against victimization of persons who use such mechanism and ensures direct access to the Chairman of the Audit Committee.

As reported earlier this Policy has been adopted, circulated and placed on the website of the Company. It ensures to provide a secure environment and encourages employees to report unethical, unlawful or improper practice,acts or activities.Any employee can approach his/her Divisional Chief for any such instance observed or experienced or if in case it involves Managerial Personnel to the Managing Director and thereafter to the Audit Committee Chairman. During the year under review, no employee was denied access to the Audit Committee. The Whistle Blower Policy of the Company has been posted on the website of the Company viz. https://www.amines.com/pdf/policies/WHISTLE- BLOWER-POLICY.pdf

CORPORATE SOCIALRESPONSIBILITY (CSR):

As a part of its CSR initiative, pursuant to Section 135 of the Companies Act, 2013 and relevant Rules, the Board has constituted the CSR Committee and has identified various sectors of the Society for Social and Charitable work based on the needs and requirements in a particular field. During the year under review, the Management has undertaken activities as part of its CSR initiatives.

Adetailed Reportasrequiredunder Section 135 is annexed as Annexure-5and forms part of this Annual Report.

SIGNIFICANT ANDMATERIALCHANGES/ORDERSPASSED BYTHEREGULATORSOR COURTS ANDTRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

TRANSFERTOIEPF:

The details of unpaid / unclaimed dividend fora period of Seven (7) consecutive years and underlying shares liable to be transferred to IEPF Authority have been mentioned in detail in 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate section on Corporate Governance Practices followed by the Company together with a Certificate from a Practicing Company Secretary confirming compliance forms an integral part of this Report.

MANAGEMENTDISCUSSIONANDANALYSISREPORT:

Management Discussion and Analysis Report for the year under review,as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 is presented in a separate section forming part of the Annual Report.

GENERALDISCLOSURE:

The Company has not made any provisions of money or has not provided any loan to the employees of the Company for the purchase of shares of the Company,pursuant to the provisions of Section 67 of Companies Act,2013 and Rules madethereunder.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code,2016 and there are no instances of one-time settlement.

APPRECIATION:

As we reflect on our Golden Jubilee year, we are filled with immense gratitude for the unwavering support and trust placed by all our stakeholders in our Company.The journey we have undertaken together has witnessed significant milestones and achievements which would not have been possible without your participation and support. Your Directors thankall its stakeholders including Bankers,investors,business associates and Customers fortheircontinued support and faith reposed in the Company and appreciates the hard work and contribution of all its employees at all levels.

Place: Mumbai

For and on behalf of the Board of Directors

Date: August 08,2024

Sd/-

Hemant Kumar Ruia

Chairman & Managing Director

(DIN:00029410)

   


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