To,
The Members,
The Board of Directors is pleased to present the Company's Forty Eighth Annual Report
together with the Audited Statement of Accounts fortheyearended 31stMarch, 2023.
FINANCIAL SUMMARY AND HIGHLIGHTS: -
(' in Lakhs
Particulars |
Consolidated Year Ended |
Standalone Year Ended |
|
31/03/2023 |
31/03/2022 |
31/03/2023 |
31/03/2022 |
Total Income |
60,005.46 |
56,836.88 |
59,407.02 |
56,808.31 |
Total Expenses |
55,511.01 |
52,314.81 |
55,124.25 |
52,298.07 |
Profit before Finance Cost, Depreciation &Tax |
4,523.46 |
4,536.63 |
4,310.60 |
4,523.74 |
Finance Cost |
1,011.07 |
880.19 |
999.27 |
878.35 |
Depreciation and Amortisation Expense |
483.43 |
439.37 |
483.43 |
439.37 |
Profit before Tax |
3,028.96 |
3,217.07 |
2,827.90 |
3,206.02 |
Less:Tax Expenses |
741.75 |
831.33 |
741.75 |
831.33 |
Profit for the year before Minority Interest |
2,287.21 |
2,385.74 |
2,086.15 |
2,374.69 |
Non controlling Interest |
- |
- |
- |
- |
Profit for the year |
2,287.21 |
2,385.74 |
2,086.15 |
2,374.69 |
Other comprehensive Income for the year |
(29.01) |
(14.56) |
(27.83) |
(13.5) |
Total comprehensive Income for the year |
2,258.20 |
2,371.18 |
2,058.32 |
2,361.19 |
During the year under review, the Company registered a growth of 5.57% on consolidated
turnover of ' 60005.46 Lakhs as compared to ' 56,836.88 Lakhs in the Previous Year. The
total expenses incurred by the Company rose to ' 55,511.01 Lakhs as compared to '
52,314.81 Lakhs in the previous year thereby registering increase of 6.11%. The Company
witnessed a steep rise of 14.87% in finance cost during the year impacting the Profit
before tax for the current year being ' 3,028.96 Lakhs as compared to a profit of '
3,217.07 Lakhs in the previous year. The revenue from the Export sales was ' 28,162.11
Lakhs during the year under review as compared to ' 22,701.35 Lakhs. The revenues from
Domestic operations were ' 31,244.91 Lakhs as against ' 34,106.96 Lakhs.
The total revenue on a standalone basis of the Company was ' 59,407.02 Lakhs as
compared to ' 56,808.31 Lakhs in the previous year thereby registering a growth of
4.57% and the profit for the year was ' 2086.15 Lakhs as compared to ' 2374.69 Lakhs in
the previous year.
Financial Year 2022-23 was mixed bag for the Company as in we could achieve a mark of '
600 Crore in Top Line whereas bottom line shrunk by 4% on the consolidated front. Our
foreign subsidiary reported a profit of approx. ' 2 Crore for the first time and
performance during the year continues to be steady and as per expectations.
The Company faced the brunt of Global uncertainty due to Ukraine war resulting in steep
rise in utility cost such as gas prices and spiraling raw material prices for a
substantial period during the Financial Year under review. This had a major impact on the
profitability of the Company. These costs have since come down in the current year and are
at reasonable levels. In addition, issues on operational front with respect to increase in
cost of power and freight continued. Even Banks have increased lending rates putting
pressure on the margins of the Company. Your Company however focused more on market
penetration, introduction of new products
and constant upward revision in prices to improve the profitability of the Company.
Your Directors are confident that efforts taken during the current year in planning,
business development and marketing will fetch good results during the FY 2023-2024.
DIVIDEND AND RESERVES :
Your Directors are pleased to recommended a dividend of 25% (20% Regular and 5% Special
dividend being the Golden Jubilee Year) i.e. ' 0.50 per Equity Share of Face Value of '
2/- each payable to those Shareholders whose name appear in the Register of Members as on
the date of Book Closure. The Equity Dividend outgo for the Financial Year 2022-23 would
absorb a sum of approximately ' 275.10 Lakhs as compared to ' 220.08 Lakhs in the
previous year.
During the year under review, your Company transferred a sum of ' 33.40 Lakhs to the
Debenture Redemption Reserve totalling to ' 267.20 Lakhs 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 Deposit Repayment Reserve Account. Accordingly
the requirement for the current Financial Year is ' 1,18,90,000 /- and the Company has a
balance of ' 1,27,50,000 in the said Account, which is being maintained for such Deposits.
SHARE CAPITAL :
The Authorised Share Capital of the Company is ' 16,01,00,000/- (Rupees Sixteen Crores
One Lakh only) comprising Equity Share Capital of ' 1350.00 Lakhs and Preference Share
Capital of ' 251.00 Lakhs. The paid up Equity Share Capital of the Company is '
1100.40 Lakhs divided into 5,50,20,000 Equity Shares of ' 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, 2023, none of the
Directors of the Company hold instruments convertible into equity shares of the Company.
EXPORT:
During the year under review, the Company had a revenue from Export sales of '
28,162.11 Lakhs as compared to ' 22,701.35 Lakhs in the previous year. Export sales
contributed about 47.41% to the total Turnover of the Company. The Company is now
exporting its products to approx. 65 Countries of the World.
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 has commenced its operations and reported a profit of ' 2
Crore for the first time since its inception.
The affairs of the subsidiary have been reviewed by the 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, 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 intimated earlier, the Company has invested in Radiance MH Sunrise Six Private
Limited, a Solar Power Company to the extent of 26% stake to meet its energy requirements.
The solar power plants utilize thermal energy from the Sun, which is abundant, available,
yet cheap. The said Company is engaged in the business of development, construction,
operation 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 its 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. As reported earlier, the Company has invested in the
said Company as per Statutory requirement of Government of Maharashtra and the Company has
no participative rights in management of the said Company or any controlling powers in
their policies and operations.
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 31st March, 2023 is uploaded on the website
of the Company and can be accessed at https://www.amines.com/annual-return.html
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, Ms. Nimisha Dutia (DIN: 06956876) retires by
rotation and being eligible has offered herself for re-appointment.
At the 45th AGM of the Company, Mr. Yashvardhan Ruia was re-appointed as
Executive Director for a term of 5 years i.e. from 01st June, 2020 to 31st
May, 2025. Pursuant to Section II of Part II of Schedule V to the Companies Act, 2013, the
remuneration payable to Mr. Yashvardhan Ruia was approved for a period of Three Years
w.e.f. June 1, 2020 to May 31, 2023. The approval of the Members pursuant to Section 197
of the Companies Act, 2013 read with Schedule V of the Companies Act, 2013 as amended from
time to time is now sought for the remuneration payable as detailed in the resolution to
Mr. Yashvardhan Ruia as the Executive Director of the Company for the period June 1,2023
to May 31,2025.
At the 44th AGM of the Company, Mr. Hemant Kumar Ruia was re-appointed as
Chairman & Managing Director for a term of 5 years i.e. from 01st April,
2019 to 31st March, 2024. The approval of the Members pursuant to Section 197
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. Hemant Kumar Ruia, Chairman and
Managing Director for a further period of 5 years i.e April 01,2024 to March 31, 2029 with
a revised remuneration for a period of 3 years from April 01,2024 to March 31,2027 as
detailed in resolution No. 6 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, the Members of the Company at its
44th AGM re-appointed Dr. Pandurang Hari Vaidya (DIN : 00939149), Mr. Arun
Shanker Nagar (DIN : 00523905) and Mr. Brijmohan Jindel (DIN : 00071417) as Independent
Directors on the Board of Directors of the Company with effect from 29th September, 2019
to hold office for a 2nd term of 5 (Five) consecutive years upto 28th
September, 2024.
Declaration by Independent Directors :
The Company has received declaration of Independence from all the 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 Independent Directors
fulfil the said conditions of Independence. The 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 Independent Directors of your Company are
registered with IICA. In the opinion of the Board, Independent Directors possess the
requisite integrity, experience, expertise, proficiency and qualifications.
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. Ajay Puranik as the President - Legal &
Company Secretary and Mr. Pramod Sharma as the Chief Financial Officer of the Company and
there is no change in the same during the year under review.
NOMINATION AND REMUNERATION POLICY
The policy which lays down a framework in relation to remuneration 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.
Number of Meetings of the Board :
The Board met 7 times during the Financial Year 2022-23 i.e. on 05th May,
2022, 23rd May, 2022, 12th August, 2022, 28th September,
2022, 11th November, 2022, 13th December, 2022 and 10th
February, 2023. The particulars of meetings held and attended by each Director are
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 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,
performance of specific duties and obligations keeping in view 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 and 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 and have been 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 AOC1 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.
The Consolidated net profit of the Company and its subsidiary amounted to ' 2287.21
Lakhs for the financial year ended 31st March, 2023 as compared to ' 2385.74 Lakhs for the
previous financial year ended 31st March, 2022.
In accordance with the provisions of the Companies Act, 2013 ('the Act) and applicable
provisions of Indian Accounting Standards on Consolidated Financial Statements,your
Directors 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 Section
186 of the Companies Act, 2013 are given in detail in the enclosed Notes to Financial
Statements.
DEPOSITS:
During the year under review,the Company has accepted Deposits to the tune of '
2,03,50,000/- (Rupees Two Crore Three Lakhs Fifty Thousand only).The balance of Deposits
as at March 31,2023 was ' 9,19,00,000 (Rupees Nine Crore and Nineteen lakhs only) and
there is no unpaid or unclaimed deposits lying with the Company.The Company had taken
approval of Members at the 47th 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 deposits was to finance some portion of
Working 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
quarterly basis.
NON-CONVERTIBLE DEBENTURES(NCDs) :
The Secured Non-Convertible Debentures (NCDs) issued by the Company stands at its
original issue value being RupeesThirteen Crores and Thirty-Five Lakhs as on March
31,2023.The said NCDs were issued on a private placement basis in March 2015 for a period
of Ten 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/or Put 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 of the Company
are in the ordinary course of business and on Arm's length which are mentioned in the
Notes to the Financial Statements and also disclosed to Stock Exchange on half yearly
basis pursuant to clause 23(9) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015.None of the transactions with any of the 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
oftheCompanyviz.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 28,2023 for a term of 5
years to hold the office from the conclusion of the 47th AGM till the conclusion of the
52nd AGM to be held in the year 2027,at a remuneration to be fixed by the Board. There is
no audit qualification,reservation or adverse remark by the Statutory Auditors
ontheFinancial Statements fortheyearunderreview.
COSTAUDIT :
As per the requirement 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 Company has been carryingoutaudit ofcost records
oftheCompany every year.
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 2023-24 at a remuneration of
' 2,15,000/- 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, if made,
would beinaccordancewiththelimitsspecified underSection 141 oftheActand 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 48th Annual General Meeting and the same is recommended for your
consideration.The Cost Audit Report for the financial year 2021-22 was filed in Form CRA
-4 with the Ministry of Corporate Affairs,Government of India on October 20,2022.
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, Practicing Company
Secretaries (CP No. 11816), Vapi to conduct the Secretarial Audit of the Company for the
Financial Year 2022-2023.The Secretarial Audit Report for the period 01st April, 2022 to
31st March, 2023 in Form No. MR-3 is included as Annexure 2 and forms an integral part of
this Report. There is nosecretarial audit observation orqualification in the reportfor
theyear under review.
INTERNALCONTROLSYSTEMSANDTHEIRADEQUACY:
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
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 Accountantswere the Internal Auditors oftheCompany
for the FY 2022-23.
The Company has Internal Audit ("IA") department that functionally reports to
the Chairman of the Audit Committee, thereby maintaining its objectivity.The remediation
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 theyear 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 ofthe Internal
Audit function,corrective actions in the respective areas are undertaken and controls are
strengthened.
CREDITRATING:
The Company's long-term Credit Rating is [ICRA] A- with a Stable Outlook for long term
credit facilities availed by theCompanyand [ICRA] A2+forshorttermfacilities.
ISOCERTIFICATION :
MANAGEMENTSYSTEMCERTIFICATION :
The Company has an ISO 9001:2015 certification valid up to 11th
January,2024.Recertification Audit as per ISO 90012015 standard has been conducted by Det
NorskeVeritas (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 customer
satisfaction and reduce business risks.
Besides QMS (Quality Management System),APL has certifications for Environment
Management System,ISO 140012015 and OH&S Management System,ISO 45001-2018. The Second
Periodic audit for ISO 14001-2015 standard & ISO 45001-2018 standard has been
conducted by DNV is successful.The certification for ISO 14001-2015 is valid up to 08th
April,2025.The certification for ISO 45001-2018 is valid up to 06th June,2025.
ISO 14001:2015 (Environmental Management System) Certifications relates 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
impacttoenvironmentthrough its operations.
ISO 45001:2018 (Occupational Health and Safety Management System) Certification gives
guidance for its use, to enable to provide safe and healthy 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 APL in order to ensure compliance
initstruespirit.
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 33 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 in dialog with suppliers.
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:
APLhasobtained HALAL Certification forfew ofitsproducts.TheHALALcertificateisvalid
upto26thJanuary,2025.
APL has also obtained KOSHER Certification for few of its products. The HALAL
certificate is valid up to 29thJanuary,2024.
INSURANCE:
All properties and insurable interest of the Company including buildings, plant and
machineries, Equipments, stores and spares have been adequately insured.
INDUSTRIALRELATIONS:
The industrial relations remained cordial during theyearunder 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 31,2023,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 at31stMarch,2023 and oftheprofit
oftheCompanyfortheyearunderreview;
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 andthat such systemswereadequateandoperating 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 Annexure3 and forms partof 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,isannexed as Annexure4 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 throughoutthe year who werein 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 of the Company 21 days before and up to the date of
the ensuing 48th Annual General Meeting of the Company 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 offduring each Calendaryear:
- No.of Complaints received : Nil
- No.of Complaints disposedoff : 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,test and review
controls,assess business processes besides bench marking controls with best practices in
the industry.
The Company endeavours to continually sharpen its risk management systems and processes
in line with a rapidly changing business environment. During the year under review, there
were no risks including contingent liabilities which in the opinion of the Board threaten
the existence of the Company.However,some of the issues and risks which may pose
challenges are set out in the Management Discussion and Analysis Report and Notes to
Accounts 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. It is our endeavor to conduct our business
with the highest standards of professionalism following ethical conduct inline with the
best governance practices.
The Company has in place a well defined Whistle Blower Policy (the"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.TheWBP 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 SOCIAL RESPONSIBILITY (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 Company has undertaken few such
activities under its CSR initiatives:
Adetailed Reportasrequiredunder Section 135 is annexed as Annexure 5 andforms part of
this Annual Report.
SIGNIFICANTANDMATERIALCHANGES/ORDERSPASSEDBYTHEREGULATORSORCOURTSANDTRIBUNALS :
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operationsinfuture.
TRANSFERTOIEPF :
The details of unpaid / unclaimed dividend for a period of 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 partofthe Directors Report.
CORPORATEGOVERNANCE:
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 ofthis Report.
MANAGEMENTDISCUSSIONANDANALYSIS REPORT :
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.
APPRECIATION :
Your Directors thank the Government of India, the State Governments, local municipal
corporations and various regulatoryauthorities for their co-operation and support to
facilitate ease in doing business.
Your Directors also wish to thank its customers, business associates, distributors,
suppliers, investors and bankers for their continued supportand faith reposed in the
Company.
The Board wishes to place on record its sincere appreciation of the efforts put in by
your Company's employees and staffatall levelsforachievingencouraging results.
Place: Mumbai |
For and on behalf of the Board of Directors |
Date:11/08/2023 |
Sd/- |
|
Hemant Kumar Ruia |
|
Chairman & Managing Director |
|
DIN:00029410 |
