Directors Report of Amines & Plasticizers Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the Company’s Fiftieth (50^th) Annual Report together with the Audited
Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE AND HIGHLIGHTS

The Board’s Report is prepared based on the standalone financial statements of the Company. The Company’s
financial performance for the year under review, along with the previous year’s figures, are given hereunder-

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Total Income	66,196.23	64,970.82	65,659.87	64,739.47
Total Expenses excluding Depreciation, Interest, and Tax	59,170.57	57,788.87	58,746.88	57,633.39
Profit before Finance Cost, Depreciation & Tax (EBITDA)	7,025.66	7,181.95	6,912.99	7,106.08
Less: Finance Cost	981.54	1,308.26	979.87	1,284.93
Less: Depreciation and Amortization Expenses	554.75	513.18	554.75	513.18
Profit before Tax	5,489.37	5,360.51	5,378.37	5,307.97
Less: Tax Expenses	1389.22	1,377.68	1389.22	1,377.68
Profit for the year	4,100.15	3,982.83	3,989.15	3,930.29
Other Comprehensive Income for the year	41.31	16.5	-26.89	5.23
Total Comprehensive Income for the year	4,141.46	3,999.33	3,962.26	3,935.52
Basic & Diluted EPS (In '')	7.45	7.24	7.25	7.14

2. RESULT OF OPERATIONS AND THE
STATE OF AFFAIRS

During the year under review, on a consolidated basis,
the Company achieved total revenue of '' 66,196.23
Lakhs, Earnings before interest, tax, depreciation
and amortisation (EBITDA), before exceptional items
of '' 7,025.66 Lakhs and Profit before tax (PBT),
before exceptional items, of '' 5,489.37 Lakhs. On a
standalone basis, the Company achieved total revenue
of '' 65,659.87 Lakhs, Earnings before interest, tax,
depreciation and amortisation (EBITDA), before
exceptional items of '' 6,912.99 Lakhs and Profit before
tax (PBT), before exceptional items, of '' 5,378.37
Lakhs. Despite the several challenges being faced by
the Chemical Industry owing to various factors such
as geopolitical crises, disruption of supply chain, weak
demand and lower product realisation, your company
remained focused and resilient and achieved marginal
growth over the previous year in terms of revenue
and profitability. For more details on the Consolidated

and Standalone performance, please refer to the
Management Discussion & Analysis forming part of this
report.

3. DIVIDEND

For FY 2024-25, the Board of Directors has
recommended a dividend of 25% i.e. '' 0.50/- per Equity
Share of the Company of Face Value of '' 2/- each
(Previous year '' 0.50/- per equity share of '' 2/- each i.e.
25%). The Dividend, subject to the approval of members
at the ensuing 50^th Annual General Meeting, if declared,
then total dividend outgo for the financial year 2024¬
25 would absorb a sum of approximately '' 275.10
Lakhs (inclusive of TDS). The Company has fixed
Friday, September 12, 2025 as the ‘Record date’ for
determining the entitlement of Members to dividend
for the financial year ended March 31, 2025, if declared
at the AGM and will be paid within the time stipulated
under the Companies Act, 2013 (subject to deduction
of Tax at source).

4. SHARE CAPITAL

During the year, there were no changes in the share capital of the Company. The Company’s Share Capital structure
as on March 31, 2025, is as follows:

Particulars	No. of Shares	Amount (In '')
A. Authorized Share Capital
Equity Shares of '' 2/- each	6,75,00,000	13,50,00,000
Preference Shares of '' 100/- each	2,51,000	2,51,00,000
Total (A)	6,77,51,000	16,01,00,000
B. Issued, Subscribed and Paid-up Share Capital
Equity Shares of '' 2/- each	5,50,20,000	11,00,40,000
Preference Shares of '' 100/- each	Nil	Nil
Total(B)	5,50,20,000	11,00,40,000

During the year under review, the Company has neither
issued shares with differential voting rights nor granted
any stock options or issued any sweat equity or Bonus
Shares. Further, the Company has not bought back any
of its securities during the year under review and hence
no details/information are invited in this respect. As on
March 31, 2025, none of the Directors and promoters of
the Company hold instruments convertible into equity
shares of the Company.

5. REDEMPTION OF ENTIRE OUTSTANDING
NON-CONVERTIBLE DEBENTURES (NCDS)

The Company had issued 1335 nos. of 13% Unlisted,
Unrated, Secured, Redeemable, Non-Convertible
Debentures (“NCDs”) of face value of '' 1.00 Lakh each
amounting to '' 13,35,00,000/- (Rupees Thirteen
Crores and Thirty-Five Lakhs only). The said NCDs were
issued on a private placement basis in March 2015 for
a period of Ten (10) years and were due for redemption
in the month of March 2025. Further, during the year
under review, no Call and/or Put options were exercised.
Accordingly, the Company has redeemed its entire
outstanding 1335 Nos. of 13% Unlisted, Unrated,
Secured, Redeemable, Non-Convertible Debentures,
of '' 1.00 Lakh each, amounting to '' 13,35,00,000/-
(Rupees Thirteen Crores and Thirty-Five Lakhs only)
along with payment of applicable interest on the
due date and as on March 31, 2025 there are NIL
outstanding NCDs. The Company has paid interest to
its Debenture holders on a timely and regular basis.

6. TRANSFER TO RESERVES

No amount was transferred to General Reserve (previous
year NIL), and all other surplus is proposed to be held as
retained earnings.

Further, as mentioned in Para 5 above, on account of
redemption of the entire outstanding Non-Convertible
Debentures, the balance of debenture redemption
reserve of '' 300.60 Lakhs was transferred to retained
earnings.

Further, 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 following financial
year in the Deposit Repayment Reserve Account.
Accordingly, the requirement of Deposit Repayment
Reserve Account for the current financial year is '' 65.30
Lakhs and the Company has maintained the same for
FY 2025-26.

7. EXPORT

During the year under review, the Company had revenue
from Export sales of '' 35,069.96 Lakhs as compared
to '' 34,713.76 Lakhs in the previous year. Export sales
contributed about 53.41 % of the total Turnover of the
Company. The Company is now exporting its products
to more than 85 countries globally.

8. SUBSIDIARY/ASSOCIATE COMPANY

a) 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 '' 111.00 Lakhs for the third
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 (“the Act”), Consolidated
Accounts of the Company and its subsidiary have been
prepared and subjected to Audit, which is a part of this
Annual Report. In accordance with Section 129 (3) of
the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014, 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 details of the performance
and financial position of the subsidiary.

Further, pursuant to the provisions of Section 136 of
the Act, the audited financial statement, including the

consolidated financial statement of the Company and
all other documents required to be attached thereto,
are available on the Company’s website and can be
accessed at https://www.amines.com/annual-report.
html. The financial statements of the subsidiaries
are also available on the Company’s website and
can be accessed at https://www.amines.com/pdf/
subsidary-accoun/2024-2025/subsidiaries-
accounts-2024-25.pdf.

b) Radiance MH Sunrise Six Private Limited:

As you are aware, the Company holds a stake of 26% as
a statutory pre-condition in "Radiance MH Sunrise Six
Private Limited” ("Radiance”), a Solar Power producing
Company to meet its energy requirements. The
Radiance 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 facilities. The power producer i.e. Radiance
has commissioned a dedicated Solar Power Plant for
the Company, and the Company receives power at a
concessional rate, thereby reducing the electricity bills
of the Company to a certain extent. This arrangement is
facilitated by the State Govt of Maharashtra and one of
the terms of Venture is that the Recipient of power must
invest min 26% equity in the power producing company
(SPV) to avail this benefit of power at a reduced rate.
The Company has therefore held a 26% equity stake in
Radiance according to a Statutory mandate by the State
Government for forming/investing in such a Special
Purpose Vehicle. The Company has neither significant
influence over this company nor any participative
rights in the Management of the said Company. In view
thereof, Radiance MH Sunrise Six Pvt. Ltd. had not been
considered as an associate company for consolidation
purpose as it is a pure investment activity in the said
Company to obtain Power at a concessional rate.

The Company neither has any Foreign Direct Investment
(FDI) nor has invested as any Downstream Investment
in any other Company in India.

Apart from the above-disclosed, the Company does not
have any Associate or Joint Venture Companies, nor has
any company become or ceased to be a Subsidiary, joint
venture or associate company during the year under
review. Further, the Company’s policy on determining
the material subsidiary, as approved by the Board,
is uploaded on the Company’s website and can be
accessed at https://www.amines.com/pdf/policies/
policv-on-material-subsidiarv.pdf.

9. ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3)
of the Companies Act, 2013, the Annual Return of the
Company is available on the website of the Company at
https://www.amines.com/annual-return.html

10. DETAILS OF DIRECTORS OR KEY
MANAGERIAL PERSONNEL, INCLUDING
THOSE WHO WERE APPOINTED OR HAVE
CEASED/RESIGNED DURING THE YEAR
2024-25 AND DIRECTOR LIABLE TO
RETIRE BY ROTATION IN THE ENSUING
ANNUAL GENERAL MEETING (“AGM”)

a) Changes took place in the composition of
the Board of Directors of the Company
Appointment of Non-Executive Independent
Directors

At the 49^th AGM of the Company, in accordance with
Sections 149,150,152 read with Schedule IV and any
other applicable provisions, if any, of the Companies
Act, 2013 ("the Act”) and the Companies (Appointment
and Qualification of Directors) Rules, 2014 and the
applicable provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), on the recommendation
of the Nomination and Remuneration Committee
(NRC) and the Board, Mr. Nikunj Seksaria (DIN:
07014263), Mr. Pragyan Pittie (DIN: 10735025)
and Ms. Dhanyashree Jadeja (DIN: 10732864) were
appointed as Non-Executive Independent Directors
by the Members of the Company, not liable to retire
by rotations, to hold office for the first term of Five (5)
consecutive years on the Board of the Company w.e.f.
September 27, 2024, to September 26, 2029.

Re-appointment of Chairman & Managing
Director

At the 48^th AGM of the Company, in accordance with
the provisions of Sections 196, 197, 203 and other
applicable provisions, if any, read with Schedule V of
the Act and Rules made thereunder and applicable
provisions of Listing Regulations, Mr. Hemant Kumar
Ruia (DIN: 00029410) was re-appointed as Chairman
& Managing Director of the Company for a period of
Five (5) years w.e.f. April 01, 2024 to March 31, 2029.

Re-appointment of Whole Time Director
designated as ‘Executive Director’

At the 49^th AGM of the Company, pursuant to Sections
190, 196, 197, 200, 203 and other applicable provisions,
if any, read with Schedule V of the Act as amended
from time to time, the members of the Company had
appointed Mr. Yashvardhan Ruia (DIN: 00364888) as
Whole Time Director designated as Executive Director
of the Company for a period of Five (5) years w.e.f. June
01, 2025 to May 31, 2030 with a remuneration for a
period of 3 years from June 01, 2025 to May 31, 2028
on the terms and conditions as set out in the notice of
the 49^th AGM.

Cessation of Independent Directors on
completion of their second term of five (5)
consecutive years.

The tenure of Mr. Arun Shanker Nagar (DIN:
00523905), Mr. Brijmohan Jindel (DIN: 00071417)
and Mr. Pandurang Hari Vaidya (DIN: 00939149) came
to an end as Non-Executive Independent Directors w.e.f.
September 28, 2024 on completion of their second
term of five (5) consecutive years, and they ceased to
be the Director of the Company and accordingly the
Chairman/Members (as the case is) of the respective
Committees of the Board w.e.f. September 28, 2024.

Retirement by rotation and subsequent
re-appointment.

In accordance with the provisions of Section 152 of
the Act, and the Company’s Articles of Association,
Mr. Yashvardhan Ruia (DIN: 00364888), Executive
Director, was liable to be retired by rotation at the
49^th Annual General Meeting and, being eligible had
offered himself for re-appointment. Accordingly, he
was re-appointed as a director by the members of the
Company at the 49^th Annual General Meeting held on
September 27, 2024.

b) Changes took place in the Key Managerial
Personnel and other important positions
other than the Board.

During the year under review:

- Mr. Ajay Puranik, President (Legal) & Company
Secretary (FCS 4288), resigned from the position
of the Company Secretary and Key Managerial
Personnel w.e.f. April 30, 2024. Mr. Ajay Puranik
joined the company in the year 2001 and thus has
a very long and illustrious career with the Company,
spread over a period of over 24 years. The Board
places on record its appreciation for the valuable
services rendered by him during his tenure with
the Company.

- Ms. Suman Makhija, Compliance Officer (FCS
9925) resigned w.e.f. May 31, 2024. The Board
places on record its appreciation for the valuable
services rendered by her during her tenure with the
Company.

- Mr. Omkar Chandrakant Mhamunkar (ACS 26645)
was appointed by the Board as the Company
Secretary & Compliance Officer and Key Managerial
Personnel of the Company, w.e.f. August 08, 2024.

c) Changes took place in the Senior
Management

Apart from the changes mentioned above, there were
no changes in Senior Management during the year
under review.

d) Details of the Director liable to retire
by rotation in the ensuing Annual General
Meeting

Ms. Nimisha Dutia (DIN: 06956876), Non-Executive
Non-Independent Director of the Company, retires by

rotation at the ensuing 50^th AGM and, being eligible, has
offered herselffor re-appointment. The Board of Directors
of the Company, based on the recommendation of the
Nomination and Remuneration Committee (“NRC”),
has recommended her re-appointment as Director to
the members. As per the Secretarial Standard - 2 and
the Listing Regulations, a brief profile and other related
information of Ms. Nimisha Dutia (DIN: 06956876)
Non-Executive Non-Independent Director, retiring
by rotation is annexed as Annexure I to the Notice of
the Annual General Meeting which forms part of this
Annual Report.

11. DECLARATION BY INDEPENDENT
DIRECTORS

All the Independent Directors have submitted
their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of
the Listing Regulations, so as to qualify themselves
to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the
relevant rules thereof. In the opinion of the Board, all
the Independent Directors fulfilled the conditions
of Independence and they were independent of the
management. The Independent Directors had also
confirmed that they have complied with the Company’s
Code of Business Conduct & Ethics.

In the opinion of the Board, the Independent
Directors fulfill the conditions for appointment as an
Interdependent Directors and they possessed the
requisite integrity, experience, expertise, proficiency
and qualifications to serve the Board and the Company.
Further in pursuance of the provisions of Rule 6 of
the Companies (Appointment and Qualifications of
Directors) Rules, 2014, all Independent Directors of the
Company were registered with the IICA.

In terms of the requirements of the Listing Regulations,
the Board had 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 which
forms part of this report.

12. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 (“the Act”), as of March 31, 2025,
the Company has three (3) Key Managerial Personnel viz.
Mr. Hemant Kumar Ruia as the Chairman & Managing
Director, Mr. Pramod Sharma as the Chief Financial
Officer and Mr. Omkar Mhamunkar as Company
Secretary & Compliance Officer of the Company.

13. SENIOR MANAGEMENT

Details of the core Senior Management Team consisting
of Divisional Heads and information about them are
provided in the Corporate Governance Report, which
forms part of this report.

14. 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 salient features of the Policy are:

a) laying down the guiding principles for ensuring
Board diversity;

b) determining criteria for recommending the
appointment and removal of all Directors, Key
Managerial Personnel and Senior Management;

c) setting out a Comprehensive framework that
assures fair and just remuneration to the Directors,
Key Managerial Personnel, Senior Management
Personnel such that the Company’s business
strategies, values, key priorities and goals are in
harmony with their aspirations; and

d) laying down the criteria for appointment of Key
Managerial Personnel/Senior Management and
other employees 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 and can be accessed at https://www.
amines.com/pdf/policies/nomination-remuneration-
policy.pdf and briefly explained in the Corporate
Governance Report, which forms part of this Report.

15. FAMILIARIZATION/ORIENTATION
PROGRAM FOR INDEPENDENT DIRECTORS

The Independent Directors attend a Familiarization/
Orientation Program on being inducted into the Board.
Independent Directors of the Company are made
aware of their role, responsibilities, and liabilities at the
time of their appointment/reappointment. They are
also made aware of the Company’s Board and Board
Committee framework, policies, and procedures. At the
Board meeting, the Chairman and Managing Director/
Executive Director on a regular basis, appraise to the
entire Board including Independent Directors on the
Company’s operations and business plans, the nature
of industries in which the Company operates and
the model of its respective businesses and provides
periodical updates on regulatory front, industry
developments and any other significant matters of
importance. Each member of the board, including
the Independent Director, is provided with complete
access to any information relating to the Company
whenever they so request. The Company also highlights
to the Independent Directors on the changes in the key
regulations impacting the Company or the functioning,
roles and responsibilities of the Board members.
The Company issues a formal letter of appointment
to the Independent Directors, outlining their role,
function, duties and responsibilities, the format of
which is available on the Company’s website at www.
amines.com/pdf/policies/Draft-Term-and-condtions-
of-Appointment-of-Independent-Directors.pdf The
details of familiarization program are provided in the
Corporate Governance Report and is also available
on the Company’s website and can be accessed at
www.amines.com/familiarisation-programme-for-
independent-directors.html

16. MEETINGS OF THE BOARD

The Board met Five (5) times during the financial year 2024-25 i.e. on May 28, 2024, August 08, 2024, October
14, 2024, November 14, 2024, and February 13, 2025. The details are as under:

Sr. No.	Date of Meeting	Total Number of Directors as on the date of meeting	Attendance
			Number of directors attended	% of attendance
1	May 28, 2024	6	6	100.00
2	August 08, 2024	6	4	66.66
3	October 14, 2024	6	5	83.33
4	November 14, 2024	6	5	83.33
5	February 13, 2025	6	6	100.00

The detailed composition of the Board, changes during the year, particulars of meetings held and attended by
each Director and all other information required as per the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (as amended), hereinafter referred to as ("Listing Regulations”) are provided in the Corporate
Governance Report, which forms part of this Report.

17. COMMITTEES OF THE BOARD

The Board has constituted four (4) committees, namely the Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. The Constitution
of the Committees is in commensurate with the Companies Act, 2013 and the Listing Regulations.

A) Audit Committee

Sr. No.	Date of Meeting	Total Number of members as on the date of meeting	Attendance
			Number of members attended	% of attendance
1	May 28, 2024	4	4	100.00
2	August 08, 2024	4	3	75.00
3	November 14, 2024	4	4	100.00
4	February 13, 2025	4	4	100.00

B) Nomination and Remuneration Committee

Sr. No.	Date of Meeting	Total Number of members as on the date of meeting	Attendance
			Number of members attended	% of attendance
1	August 08, 2024	4	3	75.00
2	February 13, 2025	4	4	100.00

C) Stakeholders Relationship Committee

Sr. No.	Date of Meeting	Total Number of members as on the date of meeting	Attendance
			Number of members attended % of attendance
1	May 28, 2024	3	3 100.00

D) Corporate Social Responsibility Committee

Sr. No.	Date of Meeting	Total Number of members as on the date of meeting	Attendance
			Number of members attended % of attendance
1	May 28, 2024	3	3 100.00

The detailed composition of the Committees, changes during the year, particulars of meetings held and attended
by each member and all other information required as per the Listing Regulations are provided in the Corporate
Governance Report, which forms part of this Report.

18. FORMAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17(10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Board has carried out an annual evaluation of its own
performance, the performance of the individual directors
including Independent Directors, Chairman and the
working of its committees, based on the evaluation
criteria defined by the Nomination and Remuneration
Committee for the performance evaluation process.
Performance evaluation of Independent Directors was
done by the entire Board, excluding the Director being
evaluated. The evaluation was undertaken by way of
internal assessments, based on detailed questionnaires
and interactions. The performance of the Board was
evaluated by the entire Board after seeking inputs

from all the directors on the basis of criteria such as
the Board composition and structure, effectiveness
of board processes, information and functioning, etc.
The performance of the Committees was evaluated
by the Board after seeking input from the Committee
members on the basis of criteria such as the composition
of committees, effectiveness of Committee meetings,
Structure of Committee meetings, independence of
the committees from the Board and Contribution to the
decision of the Board. The performance of Independent
Directors was evaluated on the basis of Independence
and non-conflict of interest, independent views and
judgment and voicing opinion freely and participation
at the meetings. The performance of the Individual
Director was evaluated on the basis of criteria such as
Qualification, Experience, Knowledge and Competency,

ability to function as an effective team member,
availability and attendance for the Board/Committees,
Integrity, commitment and contribution to the Board.
The performance of Chairman was evaluated on the
basis of criteria such as efficient leadership, open-
minded, decisive, courteous, professionalism, able to
coordinate the discussion, able to steer the meeting
effectively, Impartiality, commitment, and protection of
shareholders’ interest while taking decisions.

Further, a separate meeting of Independent Directors
without the presence of the non-Independent Directors
of the Company was held on February 13, 2025, in
person, wherein all Independent Directors were present.
At this meeting, Independent Directors discussed and
evaluated the performance of the Chairman & Managing
Director, Non-Executive Non-Independent Director,
Executive Directors and the Board and Committees
as whole and also assessed the quality, quantity, and
timeliness of the flow of information between the
management of the Company and the Board that is
necessary for the Board to effectively and reasonably
perform its duties.

The performance of the Board, Committees, Individual
Directors, including Independent Directors and
Chairman was found satisfactory.

The Board Evaluation Policy recommended by NRC
and adopted by the Board can be accessed on the
Company’s website at https://www.amines.com/pdf/
policies/board-evaluation-policy.pdf.

19. CONSOLIDATED FINANCIAL
STATEMENTS

In accordance with section 129(3) of the Companies
Act, 2013 ("the Act”) 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 Act, 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 at www.amines.
com. These documents will also be available for
inspection during 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 Act and
applicable provisions of Indian Accounting Standards
on Consolidated Financial Statements, the Company
also provides the Audited Consolidated Financial
Statements in the Annual Report.

20. PARTICULARS OF LOANS,
GUARANTEES, OR INVESTMENTS BY THE
COMPANY

During the year under review, the Company has
not provided any loans, guarantees or made any
investment which falls under Section 186 of the
Companies Act, 2013. Further, there are no guarantees
subsisting at the beginning of the year. The details of
loans and investments that are subsisting include
loans already given to M/s. Amines & Plasticizers FZ
LLC, Wholly Owned Foreign Subsidiary (Registration
Number- RAKFTZA-FZE-4017213) is provided in Note
No. 5 to the standalone financial statements and the
investment includes a) investment in equity shares of
Amines & Plasticizers FZ LLC, Wholly Owned Foreign
Subsidiary of the Company, b) Investment in equity
shares (26%) of Radiance MH Sunrise Six Pvt. Ltd.
(CIN-U40106M H2021PTC356786) as a statutory
pre-condition to meet its energy requirements and c)
investment held in government securities (national
saving certificate). The details of the same are provided
in note no. 4 to the standalone financial statements.
The loans and investments do not exceed the limits
prescribed under Section 186 of the Companies Act,
2013.

21. DEPOSITS FROM THE MEMBERS

During the year under review, the Company has accepted
unsecured Deposits from the members of the Company
to the tune of '' 2,94,00,000/- (Rupees Two Crores
Ninety-Four Lakhs only). The balance of Deposits as on
March 31, 2025 was '' 10,35,50,000/- (Rupees Ten
Crore Thirty-Five Lakhs Fifty Thousand only) and there
were no unpaid or unclaimed deposits lying with
the Company. The Company had taken approval of
Members of the Company at the 49^th AGM for invitation,
acceptance and renewal of Deposits from Members
of the Company under Section 73 of the Companies
Act, 2013 ("the Act”) and rules made thereunder. The
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 of Working Capital requirement and for
other general corporate purposes of the Company.
The Company has been timely and regularly servicing
interests to its Deposit holders on a quarterly basis.
There has been no default in repayment of deposits
or payment of interests thereon during the year under
review. The Deposits accepted by the Company during
the year under review are in compliance with the
requirements of Chapter V of the Act.

The Company has recommended to the members of
the Company to approve the invitation/acceptance/
renewal from time to time Unsecured Deposits from
Members in pursuance of Section 73 of the Act
read with the rules made thereunder on such terms
and conditions, up to a limit not exceeding 35% of
the aggregate paid-up share capital, free reserves
and securities premium account of the Company,
as prescribed under Rule 3(3) of the Companies

(Acceptance of Deposits) Rules, 2014. A detailed
explanation regarding the same is provided in the
explanatory statement to the notice of the 50^th
Annual General Meeting, which forms a part of this
Annual Report.

22. RELATED PARTY TRANSACTIONS
(RPTs)

During the year under review:

a) All contracts/arrangements/transactions entered
by the Company with related parties were in the
ordinary course of business and on arm’s length
basis.

b) None of the Contracts/arrangements/transactions
which were entered into with related parties were
material in nature.

c) All the Contracts/arrangements/transactions
were in accordance with the provisions of the
Companies Act, 2013 ("the Act”) read with rules
made thereunder and Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("listing regulations”).

All Related Party Transactions 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. Pursuant to the said omnibus
approval, details of related party transactions were also
reviewed by the Audit Committee on a quarterly basis.

As there were no material related party transactions
entered into by the Company during the period under
review, the provisions of Section 188 of the Act were
not attracted and thus no disclosure is required in Form
AOC-2. The Form AOC-2 is furnished as Annexure-1
to this Report. None of the related party transactions
requires approval of members under the Companies
Act and the Listing Regulations.

All related party transactions are mentioned in Note No.
34 to the Standalone as well as Consolidated Financial
Statements and also disclosed to the Stock Exchanges
on a half-yearly basis pursuant to Regulation 23(9)
of the Listing Regulations. None of the transactions
with any of the related parties were in conflict with
the Company’s interest. The policy on Related Party
Transactions is available on the website of the Company
and can be accessed at https://www.amines.com/pdf/
policies/policv-on-related-partv-transaction.pdf.

23. MATERIAL CHANGES AND
COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

In terms of Section 134(3)(l) of the Companies Act,
2013, except as disclosed in this Annual Report, there
were 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 this Report.

24. AUDITORS AND AUDITORS'' REPORT

a) Statutory Audit:

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) as Statutory Auditors at the 47^th AGM of
the Company held on September 28, 2022 for a term
of five (5) consecutive years to hold the office from the
conclusion of the 47^th AGM till the conclusion of the 52 ^nd
AGM to be held in the year 2027, at a remuneration to be
recommended by the Audit Committee and approved
by the Board. The Auditors have confirmed that they are
not disqualified from continuing as the Auditors of the
Company.

There is no audit qualification, reservation or adverse
remark by the Statutory Auditors on the Financial
Statements for the year under review. The Notes to the
financial statements referred in the Auditors’ Report
are self-explanatory and do not call for any further
comments.

During the year under review and as on date, there were
no instances of fraud reported by the auditors under
sub-section (12) of Section 143 of the Act or to the
Central Government.

b) Cost Audit:

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, the
Management has been carrying out the audit of cost
records of the Company every year.

The Cost Audit Report for the financial year 2023-24
was filed in Form CRA-4 with the Ministry of Corporate
Affairs, Government of India on October 21, 2024. The
Company has made and maintained the Cost Records
under Section 148 of the Companies Act, 2013 for the
financial year 2024-25.

The Board of Directors on the recommendation of the
Audit Committee had appointed M/s. A. G. Anikhindi &
Co., (Firm Registration No.: 100049) Cost Accountants,
Kolhapur, Maharashtra, as Cost Auditors to audit the cost
records of the Company for the financial year 2024-25
and the Cost Auditors will provide the Cost Audit Report
for financial year ended March 31, 2025 within the
prescribed time as per the Act.

The Board of Directors on the recommendation of
the Audit Committee and 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 had re-appointed M/s. A. G. Anikhindi & Co, (Firm
Registration No.: 100049) Cost Accountants, Kolhapur,
Maharashtra as Cost Auditors to audit the cost records
of the Company for the financial year 2025-26 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, was received to the effect that their
appointment as Cost Auditor of the Company is in
accordance with the limits specified under 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 50^th Annual General
Meeting and the same is recommended for your
consideration.

c) Secretarial Audit:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and rules made thereunder
and Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Company had appointed M/s. G. S. Bhide and
Associates, Company Secretaries (ICSI M. No: A31886 |
C.P. No.: 11816 | PRC No.: 2016/2022), Vapi to conduct
the Secretarial Audit of the Company for the financial
year 2024-25. The Secretarial Audit Report for the year
ended March 31, 2025, in Form No. MR-3 is included as
Annexure-2 and forms an integral part of this Report.

The Secretarial Audit Report does not contain any
qualification, or other adverse remarks, except the
observation that the instances of vacancy in the
Audit Committee, Nomination and Remuneration
Committee, and Stakeholders Relationship Committee
from September 29, 2024 to October 13, 2024, leading
to the alleged non-compliance with Regulations
18, 19 and 20 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations”).

Comments from the Board on observation
made by the Secretarial Auditor:

The Board hereby states that the tenure of Mr. Arun
Shanker Nagar (DIN: 00523905), Mr. Brijmohan Jindel
(DIN: 00071417) and Mr. Pandurang Hari Vaidya
(DIN: 00939149) came to an end as Non-Executive
Independent Directors (“Outgoing Directors”) w.e.f.
September 28, 2024, on completion of their second
term of five consecutive years, and accordingly, they
ceased to be Chairman/Members (as the case is) of the
respective Committees of the Board w.e.f. September
28, 2024 and therefore, in compliance with the Listing
Regulations, the members of the Company at their 49^th
Annual General Meeting held on September 27, 2024
(“2024 AGM”) directly appointed Mr. Nikunj Seksaria
(DIN: 07014263), Mr. Pragyan Pittie (DIN: 10735025)
and Ms. Dhanyashree Jadeja (DIN: 10732864) as Non¬
Executive Independent Directors (“New Independent
Directors”) on the Board of Directors of the Company
w.e.f. September 27, 2024. It is noteworthy to note
that the said appointments were directly made at 2024
AGM and the said vacancy was filled by reconstitution of
the committees at the Board meeting called and held
on October 14, 2024 i.e. just within 15 days and the gap
between 2024 AGM i.e. date of appointment of New
Independent Directors and the date of Board meeting
was mainly merely due to statutory requirements and
procedural reasons only, as stated above. There was no
intention of delaying the reconstitution of committees
at all.

Further unlike the time limit that is prescribed for
filing of the vacancy in the Board under Regulation
17(1E) of Listing Regulations, there is no time
limit statutorily prescribed for filling the vacancy
in the committee(s) until the SEBI (LODR) (Third
Amendment) Regulations, 2024 dated December
12, 2024 came into effect and the vacancy in the
committee pertains to the prior period and therefore
since the period of vacancy on the Committees of the
Company pertains to a prior period i.e. period before
the amendment, the erstwhile Regulation 17(1E) of
the Listing Regulations were applicable and therefore
there should be no instance of non-compliance with
the Listing Regulations.

Further, the judgment passed by the Hon’ble Securities
Appellate Tribunal (SAT), Mumbai on 25.03.2022 in the
matter of M/s. Century Enka Limited vs SEBI and Others
(Misc. Application No. 944 of 2021 And Appeal No. 624
of 2021), which was concerned with filling of vacancy of
director in which the Hon’ble SAT has held that “so long
as the period of filing the vacancy is the Board of
Directors under Regulation 17(1) is not framed, no
fine could be imposed.”. The Company has reason to
believe that the said principal and interpretation should
also apply in this case as, at the relevant time, there was
no provision in Regulations 17, 18, 19, and 20 of the
Listing Regulations stipulating any time to fill a vacancy
in the committees.

Also, the Board comments on the notices cum fine
levied by the Stock Exchanges are filed with the Stock
Exchanges on February 14, 2025, and May 28, 2025,
and the same are also available on the website of the
Company on https://www.amines.com/pdf/investor-
presentations-announcements/announcements/
board-comments-on-the-fine-levied-by-the-
exchanges-bse-and-nse.pdf and https://www.amines.
com/pdf/investor-presentations-announcements/
announcements/board-comments-on-the-fine-
levied-by-the-exchanges-bse-and-nse-for-notice-
dated-march-17-2025.pdf

The Company has already represented to the BSE and
NSE ("Stock Exchanges”) for notices issued as mentioned
above and accordingly filed a waiver application on
December 03, 2024, and March 28, 2025, for the two
separate notices received from the Stock Exchanges on
November 21, 2024, and March 17, 2025, respectively.
The said application is under consideration, and basis the
representation and submission made by the Company,
the Company is hopeful of a favorable outcome.

25. INTERNAL FINANCIAL CONTROL
SYSTEM AND THEIR ADEQUACY

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

In terms of Section 138 of the Act, read with applicable
rules thereto M/s. N. J. Mahtani & Co., Chartered
Accountants were the the Internal Auditors of the

Company for the financial year 2024-25 and the Board
of Directors of the Company on the recommendation
of the Audit Committee reappointed M/s. N. J. Mahtani
& Co., Chartered Accountants as the Internal Auditors of
the Company for the financial year 2025-26.

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
effectiveness of the Company’s internal financial
controls.

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 of the Company
for inefficiency or inadequacy of such controls.

The Company’s Financial Statements are prepared on
the basis of the Significant Accounting Policies that
are 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. In order to maintain its
objectivity and independence, the Internal Auditor
reports to the Chairman of the Audit Committee. The
Audit Committee meets the Internal Auditors and
Statutory Auditors to ascertain, inter alia, their views on
the adequacy of internal control systems and keeps the
Board of Directors informed of their major observations
periodically. 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
of the Company. Based on the report of the Internal
Audit function, corrective actions in the respective areas
are undertaken and controls are strengthened. In the
opinion of the Audit Committee as well as in the opinion
of the Board as on March 31, 2025, the internal financial
controls were adequate and operating effectively.

26. CREDIT RATING

The Company’s financial discipline and prudence is reflected in the strong and improved credit ratings ascribed by
rating agencies. The Company’s credit facilities were rated by ICRA Limited, and they had assigned the following
credit ratings:

Bank Facilities Rated	Amount (in Crore)	Rating
Long-term - Fund-based - Working capital facilities	'' 100 Crore	[ICRA]A (Stable); upgraded from [ICRA] A-(Stable)
Short-term - Non-Fund based	'' 28 Crore	[ICRA]A1; upgraded from [ICRA]A2
Total	'' 128 Crore

27. MANAGEMENT SYSTEMS &
CERTIFICATIONS

a) Quality Management System - ISO
9001:2015

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 a
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), the
Company has IMS (Integrated Management System)
for certifications for the Environment Management
System, ISO 14001-2015, and OH&S Management
System, ISO 45001-2018. The Recertification Audit
for ISO 14001- 2015 standard & ISO 45001-2018
standard which has been conducted by DNV is
successful. The certification for ISO 14001- 2015
is valid upto April 08, 2028. The certification for ISO
45001-2018 is valid upto June 06, 2028.

b) Environmental Management System - ISO
14001:2015

ISO 14001:2015 (Environmental Management
System) Certification 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 through its operations.

c) Occupational Health and Safety
Management System - ISO 45001:2018

ISO 45001:2018 (Occupational Health and Safety
Management System) Certification gives guidance for
its use, enabling 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 compliance in its true spirit.

d) HALAL Certifications

The Company has obtained HALAL Certification for a
few of its products. The HALAL certificate is valid up to
January 26, 2028.

e) KOSHER Certifications

Your Company has also obtained KOSHER Certification
for a few of its major products. The KOSHER certificate
is valid up to January 28, 2026.

f) European Federation of Cosmetic
Ingredients - Good Manufacturing Practices
(EFfCI GMP)

Your Company has successfully been through the
verification of compliance to the EFfCI GMP, 2017
standard for the products Triethanolamine and
Phenoxyethanol which is the essential requirement
of two well-known global Cosmetic manufacturing
customers.

g) EcoVadis

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

h) Together for Sustainability (TfS)

Your Company has joined TfS (Together for
Sustainability) forces by successfully going through the
TfS Assessment and Audit conducted by a TfS-approved
auditing agency, INTERTEK. TfS is an initiative taken
by 55 European Multinational Chemical Companies.
This 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 dialogue with suppliers.

i) Sustainability Reporting

Your Company has released its first Sustainability
Report for FY2023-24, highlighting its dedication to
transparent and responsible business practices. The goal
of this sustainability report is to provide stakeholders with
a thorough understanding of the APL’s commitment
to ethical business conduct and sustainable business
practices. In order to create long-term value and
promote a beneficial effect, APL has long recognized the
significance of incorporating environmental, social, and
governance (ESG) considerations into its fundamental
strategy. In addition to demonstrating our dedication to
lowering our carbon footprint and improving social and
environmental value across our supply chain, it further
demonstrates the company''s efforts to strike a balance
between economic development and environmental
stewardship and social responsibility.

j) Product Carbon Footprint

Your Company has voluntarily begun measuring
product carbon footprints. A product carbon footprint
(or PCF) is the total amount of greenhouse gas (GHG)
emissions produced by a single product''s supply chain.
It is commonly described in terms of carbon intensity.
The PCF''s system or product boundary at APL is cradle-
to-gate.

28. INSURANCE

All properties and insurable interests of the Company,
including buildings, plant and machinery, equipment,
stores, and spares, have been adequately insured.

29. INDUSTRIAL RELATIONS

The industrial relations remained cordial during the
year under review.

30. DIRECTOR''S RESPONSIBILITY
STATEMENT

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

(a) that in the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures wherever applicable, if any;

(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 March 31, 2025 and
of the profit of the Company for the year under
review;

(c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act 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.

31. 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 with the Companies
(Accounts) Rules, 2014, prescribed particulars as
applicable is annexed hereto as Annexure-3 and forms
integral part of this Report.

32. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The disclosure pertaining to remuneration and other
details as required under Section 197(12) of the

Companies Act, 2013 ("the Act”) read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed as
Annexure-4 to this Report.

The disclosure under Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in a
separate annexure marked as Annexure-4A and forms
an integral part of this annual report. However, as per
first proviso to Section 136(1) of the Act and second

proviso of Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Report and Financial Statements are being
sent to the Members of the Company, excluding the
said annexure. Members who are interested in obtaining
these particulars may write to the Company Secretary
at the Corporate Office of the Company or email at
[e-mail] 21 days before and up to the date
of the ensuing 50^th Annual General Meeting of the
Company, during the business hours on working days.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("the POSH Act”), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace
for prevention, prohibition and redressal of sexual harassment at workplace and Internal Complaints Committees
("ICC”) have also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all of its employees and
associates. Further, the Policy also gives shelter to contract workers, probationers, temporary employees, trainees,
apprentices of the Company and any person visiting the Company at its office. The Company has zero tolerance on
sexual harassment at the workplace.

The Policy is available at the website of the Company and can be accessed at https://www.amines.com/pdf/
policies/PolicvOnPreventionOfSexualHarassmentAtWorkplace.pdf.

The Company has not received any sexual harassment complaints under the POSH Act during the financial year:

Sr. No.	Particulars	Nos.
1.	No. of Sexual Harassment Complaints received	NIL
2.	No. of Sexual Harassment Complaints disposed off	Not Applicable
3.	No. of Sexual Harassment Complaints pending beyond 90 days	Not Applicable
4.	No. of Sexual Harassment Complaints pending as on March 31, 2025	Not Applicable

34. COMPLIANCE WITH THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT
ACT, 1961

During the year under review, the Companyhas complied
with all the applicable provisions of the Maternity
Benefit Act, 1961, and Rules made thereunder. The
Company also ensures that no discrimination is made
on recruitment or service conditions on the grounds of
maternity.

35. NUMBER OF EMPLOYEES AS ON THE
CLOSURE OF THE FINANCIAL YEAR I.E.
MARCH 31, 2025

a) Male Employees: 251

b) Female Employees: 18

c) Transgender Employees: Nil

36. RISK MANAGEMENT

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
Management for timely corrective actions. The major
focus of the internal audit is to identify and review

business risks, test and review controls, assess business
processes, besides benchmark controls with best
practices in the industry.

The Management is constantly working to improve its
risk management setup 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 that may pose challenges
are set out in the Management Discussion and Analysis
Report, which forms part of this 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 and has been entrusted with:

a) overseeing the Company’s enterprise-wide risk
management framework.

b) ensuring that all material Strategic and Commercial
risks including Cybersecurity, Safety and Operations,
Compliance, Control and Financial risks have been
identified and assessed; and

c) ensuring that all adequate risk mitigation measures
are in place to address these risks.

A note on risks, concerns, and mitigating factors has
been given in the Management Discussion & Analysis
Report, which forms part of this Annual Report.

37. WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

The Company believes that ethics in the conduct of
business operations are an integral part of the success
and growth of an organization. It is our endeavor 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 framed pursuant to Section 177(9), (10)
of the Companies Act, 2013 and Regulation 22 of
the Listing Regulations. The policy provides adequate
safeguards against victimization of persons who use
such a mechanism and ensures direct access to the
Chairman of the Audit Committee in appropriate or
exceptional cases.

This policy has been adopted, circulated and placed
on the website of the Company. It ensures to provide
a secure environment and encourages employees and
other stakeholders of the Company to report unethical,
unlawful or improper practice, acts or activities, actual
or suspected fraud or violation of the Company''s code of
conduct. Any employee can approach his/her Divisional
Head 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 placed on
the website of the Company and can be accessed at
https://www.amines.com/pdf/policies/whistle-blower-
policy.pdf.

38. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

The Company has formulated, adopted and
implemented CSR Policy in accordance with Section
135 of the Companies Act, 2013 ("Act”) and the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 ("Rules”) as amended which outlies about
objectives, the constitution of CSR Committee, roles
and responsibilities of the committee, implementation,
monitoring and guiding principles etc. The CSR Policy
applies to all CSR projects/programmes undertaken by
the Company in India as per Schedule VII of the Act, for
the time being in force.

As a part of its CSR initiative and in line with the CSR
Policy, 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 activities as part
of its CSR initiatives.

A detailed Report as required under Section 135
of the Act and Responsibility Statement of the CSR
Committee on the Implementation and Monitoring

of CSR Policy are annexed as Annexure-5 and
Annexure-5A respectively and forms part of this Report.
The CSR Policy is also placed at the website of the
Company and can be accessed at https://www.amines.
com/pdf/policies/corporate-social-responsibility-csr-
policy.pdf.

The salient features and highlights of the CSR Policy are
as below:

• Constitution of CSR Committee and Frequency
of meeting: Three or more Directors, out of which at
least one director shall be an independent director
and at least one meeting of the CSR Committee to
be held every financial year.

• Roles of CSR Committee: i) To formulate,
recommend CSR Policy and the activities to be
undertaken towards CSR initiatives as per the Act
and CSR Policy, and monitor the policy and advise
any changes therein if required. ii) To formulate
and recommend to the Board an annual action
plan, iii) To review and recommend the amount
of expenditure to be incurred on the CSR and
monitor the execution and implementation of the
annual action plan and to do all such acts as may
be entrusted to the CSR Committee by the Board
from time to time.

• CSR Expenditure: At least two (2) per cent of the
"Average Net Profits” of the Company made during
the three (3) immediately preceding financial years
and administrative overheads shall not exceed five
percent of total CSR expenditure of the company
for the financial year.

• Treatment of Surplus: Any surplus arising out of
the CSR activities shall not form part of the business
profit of the Company and shall be ploughed back
into the same project or shall be transferred to the
Unspent CSR Account and spent in pursuance of
CSR policy and annual action plan of the company
or transfer such surplus amount to a Fund specified
in Schedule VII, within a period of six months of the
expiry of the financial year.

• Treatment of Excess Amount Spent: Excess
amount may be set off against the requirement
to spend under sub-section (5) of Section 135 of
the Act up to the immediate succeeding three
financial years.

• Supervision, Monitoring and Disclosure: The

members of the CSR Committee can themselves
do the supervision and monitoring of the activities
undertaken as a part of CSR Activities or else can
also depute or delegate a director or team of
person amongst the employees of the Company
for the same. The Annual Report on CSR shall
be disclosed as a part of the Board''s Report in
the form as may be prescribed and providing a
Responsibility Statement of the CSR Committee on
the Implementation and monitoring of CSR Policy.

The above are the salient features of the CSR Policy.
The detailed policy is uploaded on the website of the
Company on the link provided above.

39. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
AND TRIBUNALS

During the year under review, no significant and
material order was passed by the regulators, courts, or
tribunals impacting the going concern status and the
Company’s operations in future.

40. TRANSFER TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

The details of unpaid/unclaimed dividends for a period
of seven (7) consecutive years and underlying shares
liable to be transferred to the IEPF Authority have
been mentioned in detail in the Corporate Governance
Report, which forms a part of this Report.

41. CORPORATE GOVERNANCE REPORT

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
is provided as Annexure 6 of this Report and forms part
of this Report.

42. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

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

43. COMPLIANCE WITH THE SECRETARIAL
STANDARDS

The Company has complied with the applicable
Secretarial Standards, with respect to Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2)
issued by the Institute of Company Secretaries of India
from time to time.

44. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Your Company is voluntarily disclosing the Business
Responsibility and Sustainability Report for FY 2024¬
25, forming an integral part of the Annual Report.
This report''s objective is to present an open and
understandable description of our continuous progress
toward corporate responsibility and sustainability.
In addition to demonstrating our dedication to
lowering our carbon footprint and improving social
and environmental value across our supply chain,
and it further demonstrates the company''s efforts to
strike a balance between economic development and
environmental stewardship and social responsibility.

45. CYBER SECURITY

In view of the increased cyberattack scenarios, the
cyber security maturity is reviewed periodically and the
processes, technology controls are being enhanced
in line with the threat scenarios. The Company’s
technology environment is enabled with real-time
security monitoring with requisite controls at various
layers, starting from end-user machines to network,
application and the data.

46. BOARD DIVERSITY

In compliance with the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board through the Nomination and
Remuneration Committee (NRC), recognizing the
importance of a diverse composition, has devised a policy
on Board Diversity which sets out its approach to diversity.
The Board of Directors enables efficient functioning
through differences in experience, perspective and skill,
and fosters differentiated thought processes at the back
of varied industrial and management expertise, gender,
knowledge and geographical backgrounds. The Board
has adopted a Board Diversity Policy.

The Board Diversity Policy has been placed on the
website of the Company and can be accessed at
https://www.amines.com/pdf/policies/board-diversitv-
policv.pdf.

47. SUCCESSION OF BOARD AND SENIOR
MANAGEMENT

The Company has in place a policy for the succession
of Board and Senior Management adopted by the
Board on the recommendation of the Nomination and
Remuneration Committee. The said policy is available
on the website of the Company and can be accessed at:
https://www.amines.com/pdf/policies/succession-of-
board-and-senior-manaaement-policv.pdf

48. GENERAL DISCLOSURE

Your directors state that no disclosure or reporting
is required in respect of the following matters as
there were no transactions on these matters during
FY 2024-25:

a) Neither the Managing Director nor the Executive
Director of the Company receives any salary or
commission from the subsidiary of the Company.

b) There has been no change in the nature of the
business of the Company.

c) There was no application made or proceeding
pending under the Insolvency and Bankruptcy
Code, 2016.

d) There was no instance of one-time settlement with
any bank or financial institution.

49. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to the shareholders, debenture holders, deposit holders,
customers, suppliers, vendors, investors, stock exchanges, depositories, banks and other financial institutions,
regulatory authorities, rating agencies, auditors, legal advisors, consultants and all other stakeholders for their
continued support. Your Directors also take this opportunity to appreciate and acknowledge the efforts, hard work
and contribution of the employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Hemant Kumar Ruia

Place: Mumbai Chairman & Managing Director

Date: August 12, 2025 (DIN: 00029410)

---

Mar 31, 2024

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: -

f ? in I

Particulars	Consolidated Year Ended		Standalone 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 '' 64970.82 Lakh as compared to '' 60005.46 Lakh in the Previous Year. The total expenses also increased to '' 57772.37 Lakh as compared to '' 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 '' 5360.51 Lakh as compared to '' 3028.96 Lakh in the previous year. The revenue from the Export sales was '' 34713.76 Lakh during the year under review as compared to '' 28162.11 Lakh in the previous year, thereby registering a growth of over 23%. The revenues from Domestic operations were '' 30025.71 Lakh as against '' 31244.91 Lakh in the previous year.

The total revenue on a standalone basis of the Company was '' 64739.47 Lakh as compared to '' 59407.02 Lakh in the previous year thereby registering a growth of 9% and the profit for the year was '' 3930.29 Lakh as compared to '' 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 '' 600 Crore and Net Profit stood at '' 39.83 Crore on the consolidated basis. Amines and Plasticizers FZLLC, a Wholly Owned Foreign subsidiary of your Company reported a profit of '' 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. '' 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 Record Date. The Equity Dividend outgo for the Financial Year 2023-24 would absorb a sum of approximately '' 275.10 Lakh (inclusive of TDS).

During the year under review, your Company transferred a sum of '' 33.40 Lakh to the Debenture Redemption Reserve totalling to '' 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 '' 31,70,000/- and the Company has maintained the same for FY2024-25.

SHARE CAPITAL:

The Authorised Share Capital of the Company is '' 16,01,00,000/- (Rupees Sixteen Crore One Lakh only) comprising Equity Share Capital of '' 1350.00 Lakh and Preference Share Capital of '' 251.00 Lakh. The paid up Equity Share Capital of the Company is '' 1100.40 Lakh 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 31^st 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 '' 34713.76 Lakh as compared to '' 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 '' 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 45^thAGM 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 49^th 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 '' 1,00,50,000/- (Rupees One Crore Fifty Thousand only).The balance of Deposits as on March 31,2024 was '' 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 48^th 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 '' 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 47^th AGM of the Company held on September 28,2022 for a term of 5 years to hold the office from the conclusion of the 47^th AGM till the conclusion of the 52^ndAGM to be held in the year 2027,at a remunerationto 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 theyear 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 '' 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 49^th 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 ofthe 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 certificationfor ISO 45001-2018 isvalid 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 impacttotheenvironmentthrough 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 31^st 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 detectingfraud 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 the Company and that such internal financial controls areadequate 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 49^th 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 Calendaryear:

- 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 theindustry.

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 ofits CSR initiatives.

Adetailed Reportasrequiredunder Section 135 is annexed as Annexure-5and forms part ofthis 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)

---

Mar 31, 2023

The Board of Directors are pleased to present the 30th Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on 31st March, 2023.

1.	FINANCIAL RESULTS: (Rs. In Lakhs)
	Particulars	Standalone		Consolidated
		2022-23	2021-22	2022-23	2021-22
	Gross Total revenue	92,206.18	78,018.43	94,500.75	78,603.72
	Profit before tax and exceptional item	5,261.13	3,518.35	5,678.98	3,451.49
	Profit for the year (after tax and attributable to shareholders)	3,799.12	2,490.97	4,087.56	2,313.50
	Other Comprehensive Income for the year (not to be reclassified to P&L)	0.41	(10.72)	1.06	(10.72)
	Other Comprehensive Income for the year (to be reclassified to P&L)	-	-	-	-
	Surplus brought forward from last balance sheet	11,620.02	9,390.07	11,911.36	9,896.89
	Profit available for appropriation	3,799.53	2,479.73	4,088.62	2,302.78
	Appropriations:
	Dividend	(353.49)	(212.09)	(353.49)	(212.09)
	Tax on Dividend	-	-	-	-
	Other	(15.09)	(46.96)	(20.18)	(17.62)
	Surplus carried forward	15,050.97	11,610.75	15,626.31	11,942.57

2. COMPANY PERFORMANCE:Standalone:

During the financial year 2022-2023, total revenue of the Company on standalone basis is Rs. 92,206.18/- lakhs as against Rs. 78,603.72/- lakhs in the previous year. Profit before Tax of Rs. 5,678.98/- lakhs as against Rs. 3,451.49/- lakhs in the previous year, Profit after Tax of Rs. 3,799.53/- lakhs as against Rs. 2,479.73/- lakhs in the previous year.

Consolidated:

During the financial year 2022-2023, total revenue of the Company on consolidated basis is Rs. 94,500.75/- lakhs as against Rs. 78,603.72/- lakhs in the previous year. Profit before Tax of Rs.5,678.98/- lakhs as against Rs. 3,451.49/- lakhs in the previous year. Profit after Tax of Rs. 4,088.62/- lakhs as against Rs. 2,302.78/- lakhs in the previous year.

3. DIVIDEND:

The Board of Directors at their meeting held on 10th August, 2023, has recommended a dividend of 10% i.e. 0.50 paisa per equity share of the face value of Rs. 5/- (Rupee Five only) each for financial year ended March 31, 2023. The total final dividend payout will amount to Rs. 3,53,48,780/- (Rupees Three Crores Fifty-three thousand forty-eight thousand Seven hundred and eighty) The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (''AGM'') of the Company.

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on 20th September 2023. The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after 1st April, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the final dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 30th (thirtieth) Annual General Meeting of the Company, forming a part of this Annual Report.

4. CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and applicable provisions of the Companies Act, 2013 read with the rules made thereunder, the Consolidated Financial Statements of the Company for

the financial year 2022-23 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors. The Consolidated Financial Statements together with the Auditors'' Report form part of this Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and the separate financial statements of each of the subsidiary company are available on the Company''s website at https://www.indoaminesltd/investors. Any member desirous of inspecting or obtaining copies of the audited financial statements, including the CFS may write to the Company Secretary at [e-mail].

5. DEPOSITS:

During financial year 2022-23, the Company did not accept any deposit within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

6. LISTING OF SHARES:

Your Company''s shares are listed on BSE & NSE respectively. The annual listing fees for the financial year 2023-24 to BSE & NSE has been paid by the Company.

7. TRANSFER TO RESERVE:

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2023.

8. CORPORATE RESTRUCTURING:

During the year under review, the Board of Directors of the Company at their meeting held on 8th August, 2022, approved the draft scheme of amalgamation of Pious Engineering Private Limited with the Company their respective shareholders and creditors. Later, in a subsequent meeting held on 3rd April 2023, the Board of Directors had approved the revised the draft Scheme of Amalgamation under Section 230-232 of the Companies Act, 2013 subject to regulatory approvals. The Appointed Date for the Scheme of Amalgamation was 1st January, 2023. Further, the Company has received In-principal Approval from both the Stock Exchanges on 19th July, 2023. In light of this, the Company is presently in the process of initiating an application with the National Company Law Tribunal. Simultaneously, efforts are underway to fulfill any additional required steps to bring the amalgamation process to completion.

9. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANYS:

As on 31st March, 2023, the Company had the following subsidiaries & Associate Companies.

No.	Name of Companies/Body Corporate	Status
1.	Indo Amines (Malaysia) SDN BHD	Subsidiary
2.	Indo Amines Americas LLC	Subsidiary
3.	Indo Amines (Changzhou) Co. Ltd	Subsidiary
4.	Indo Amines (Europe) Ltd.	Subsidiary
5.	Ashok Surfactants Private Limited	Subsidiary

Accordingly, the consolidated financial statements of the Company and all its subsidiaries companies prepared in accordance with Ind AS 110 as specified in the Companies (Indian Accounting Standard) Rules, 2015, form part of the Annual Report.

Furthermore, a statement containing the salient features of the financial statements of the company''s subsidiaries in the prescribed ''Form AOC-1'' is attached as ''Annexure - I'' forms part of the Board''s report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company, www.indoaminesltd. com Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company. The Policy for determining material subsidiary is uploaded on the website of the Company and can be access on the company''s website www.indoaminesltd.com

Pursuant to notification issued by Ministry of Corporate Affairs dated February 16, 2015, notifying the Companies (Indian Accounting Standards) Rules, 2015, the Company has adopted Indian Accounting Standards (Ind-AS) with effect from April 1, 2017.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:Board of Directors

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Jayaprakash Anand Shetty (DIN: 07980763) and Dr. Deepak Shankar Kanekar (DIN: 02570268) of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

During the year, following are the changes in Directors and Key Managerial Personnel of the Company:

• Appointment of Mr. Ajay Marathe (DIN: 09522762) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Ajay Marathe (09522762) as an Independent Director of the Company for the period of three years with effect from 28th February, 2022 to 27th February, 2025, not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 21st May, 2022.

• Appointment of Mr. Pradeep Thakur (DIN: 00685992) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Pradeep Thakur (DIN: 00685992) as an Independent Director of the Company for the period of three years with effect from 25th February, 2022 to 24th February, 2025, not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 21st May, 2022.

• Appointment of Mr. Rohan Deshpande (DIN: 09520645) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Rohan Deshpande (DIN: 09520645) as an Independent Director of the Company for the period of two years with effect from 25th February, 2022 to 24th February, 2024, not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 21st May, 2022.

• Re- Appointment of Mr. Suneel Raje (DIN: 07816980) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Suneel Raje (DIN: 07816980) as an Independent Director of the Company for the period of one years with effect from 9th May, 2022 to 8th May, 2023, not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 8th August, 2022.

• Re-Appointment of Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an Independent Director of the Company:

During the year, the Company has appointed Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an Independent Director of the Company for the period of one years with effect from 26th May, 2022 to 25th May, 2023, not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 8th August, 2022.

• Re-Appointment of Mr. Nandu Gupta (DIN: 00335406) as a Whole-Time Director of the Company:

During the year, the Company has re-appointed Mr. Nandu Gupta (DIN: 00335406) as a Whole Time Director of the Company for the period of one year with effect from 9th August, 2022 to 8th August, 2023, liable to retire by rotation Further, the company has taken the approval of shareholders by way of Special Resolution in 29th Annual General Meeting (''AGM'') which was held on September 12, 2022.

• Re-Appointment of Mr. Rahul Vijay Palkar (DIN: 00325590) as a Joint Managing Director of the Company:

During the year, the Company has re-appointed Mr. Rahul Vijay Palkar (DIN: 00325590) as a Joint Managing Director of the Company for the period of three years with effect from 5th August, 2022 to 4th August, 2025, liable to retire by rotation Further, the company has taken the approval of shareholders by way of Special Resolution in 29th Annual General Meeting (''AGM'') which was held on September 12, 2022.

• Retirement of Mr. Suneel Raje (DIN: 07816980) as an Independent Director of the Company:

The term of office of Mr. Suneel Raje (DIN: 07816980) as an Independent Director ended on 8th May, 2023 and consequently he ceased to be a Director of the Company with effect from close of business hours on 8th May, 2023. The Board places on record its sincere appreciation of the contribution made by Mr. Suneel Raje during his association with the Company.

• Retirement of Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an Independent Director of the Company:

The term of office of Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an Independent Director ended on 25th May, 2023 and consequently she ceased to be a Director of the Company with effect from close of business hours on 25 th May, 2023. The Board places on record its sincere appreciation of the contribution made by Dr. Prof. Lakshmi Kantam during her association with the Company.

• Resignation of Mr. Nandan Khambete (DIN: 08963471) as a Non-Executive - Non Independent Director of the Company:

Mr. Nandan Khambete (DIN: 08963471), Non-Executive - Non Independent Director of the Company has resigned from the designation of Director of the Company with effect from 17th May, 2023. The Board places on record its sincere appreciation of the contribution made by him during his association with the Company.

• Re-Appointment of Mr. Satish M. Chitale (DIN: 08149259) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Satish M. Chitale (DIN: 08149259) as an Independent Director of the Company for the period of two years with effect from 30th May, 2023 to 29th May, 2025, not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 6th August, 2023.

• Appointment of Mr. Vijay Y. Sane (DIN: 10153927) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Vijay Y Sane (DIN: 10153927) as an Additional Director - Independent Director of the Company for the period of two years with effect from 09th May, 2023 to 08th May, 2025 not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 6th August, 2023.

• Appointment of Mr. Avinash K. Aphale (DIN: 10167429) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Avinash K. Aphale (DIN: 10167429 as an Additional Director - Independent Director of the Company for the period of two years with effect from 18th May, 2023 to 17th May, 2025 not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 6th August, 2023.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with a declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also furnished the declaration pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations. .

Further, the Independent Directors have also confirmed that they have complied with the Company''s code of conduct.

12. STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company including new appointment possesses highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

13. BOARD MEETINGS HELD DURING THE YEAR:

During the year, five (5) meetings of the Board of Directors were held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 along with circulars and regulations issued under as amended from time to time in this regard. The details of the meetings and attendance of directors are furnished in the Corporate Governance Report which forms part of this Annual Report attached as ''Annexure - VII'' to the Board''s Report.

14. COMMITTEES OF THE BOARD:

The Board currently has Four (4) mandatory committees under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

All the recommendations of the above Committee''s have been accepted by the Board. A detailed update on the Board, its Committees, its composition, detailed charter including terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

15. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration.

The details of Remuneration Policy are stated in the Corporate Governance Report. The details of this policy have been posted on the website of the Company available at http://www.indoaminesltd.com/Investors/Policies.

16. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

In compliance with the provisions of Section 134(3)(p) of the Act and Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out an annual evaluation of its own performance, that of individual Directors and as also Committees of the Board.

Board has carried out an annual evaluation of its own performance, Board Committees and Individual Directors and Chairperson. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which is in compliance with applicable laws, regulations and guidelines. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committees.

The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at their separate meeting held on 10th February, 2023. The Board of Directors expressed their satisfaction with the evaluation process.

The details of the evaluation process are set out in the Policy on Board Evaluation of the Company and the same is available on the Company''s website at http://www.indoaminesltd.com/Investors/Policies

17. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of training and familiarization Programme have been provided under the Corporate Governance Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Board''s Report is annexed herewith as ''Annexure - III''.

19. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The report on Corporate Governance as per Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations forms part of the Annual Report is annexed herewith as ''Annexure-VII''. Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

20. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Board of Directors of your Company confirm that;

i. In the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. 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, 2023 and of the profit/loss of the Company for the year 1st April, 2022 to 31st March, 2023.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a ''going concern'' basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and.

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

21. AUDIT REPORTS AND AUDITORS:Statutory Auditor:

M/s. V S Somani & Company, Chartered Accountants (FRN:117589W), were appointed as Statutory Auditors of the Company at the 29th Annual General Meeting till the conclusion of 34th Annual General Meeting to be held for the financial year ended 31st March, 2027 in the Financial Year 2027-28. The auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified from continuing as Auditors of the Company for the financial year 2023-24.

The Auditors'' Report for the financial year ended 31st March, 2023 on the financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors'' Report, which calls for any further comments or explanations.

Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. The Company accordingly maintains the required cost accounts and records.

Your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on 30th May, 2022, re-appointed M/s. Gangan & Company, Cost Accountants (FRN:100651) as the "Cost Auditors" of the Company for the Financial Year 2022-23.

Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 17th May, 2023, reappointed M/s. Gangan & Company, Cost Accountants (FRN:100651) as the "Cost Auditors" of your Company for the Financial Year 2023-24, subject to ratification of their remuneration at the ensuing 30th (Thirtieth) AGM. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Report, which calls for any further comments or explanations.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on 30th May, 2022, appointed M/s. AVS & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.

Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 10th August, 2023, re-appointed M/s. AVS & Associates, Practicing Company Secretaries as the "Secretarial Audit" of your Company for the Financial Year 2023-24

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as ''Annexure - II'' form parts of the Board''s Report.

The observations given by Secretarial Auditor in their report for the financial year ended March 31, 2023 are self-explanatory except the following:

Sr. No.	Observations	Reply to the observations
1.	During the review period, in one instance, the designated person has traded in trading window closure which is disclosed to the stock exchanges in delay by the company.	The Company has provided timely intimations with respect to the Closure of the trading window as per SEBI (Prohibition of Insider Trading) Regulations, 2015 to all designated persons. Despite of the same, a designated person has traded during the window closure. After receipt of information and detailed discussion, the Company has taken requisite actions on such designated person and the same has been disclosed to the stock exchanges.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on 30th May, 2022 had appointed M/s. V. V Rane & Co., Chartered Accountants as an Internal Auditors of the Company for the Financial Year 2022-2023, to conduct Internal Audit of the Company.

Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 17th May, 2023, reappointed M/s. V. V Rane & Co., Chartered Accountants as an Internal Auditors of the Company for the Financial Year 2023-24.

22. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at http://www. indoaminesltd.com/lnvestors/Policies

23. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, the Company has formulated a revised Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The policy on related party transactions is available on the Company''s website at http://www.indoaminesltd.com/Investors/ Policies

All related party transactions are placed before the meeting(s) of Audit Committee for its review and approval. Prior/Omnibus approval of the Audit Committee is obtained on an annual basis for a financial year, for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on quarterly basis.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm''s Length basis. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Hence, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in ''Form AOC-2'' is not applicable.

The details of such related party transactions are available in the Notes to the Standalone financial statements section of this Annual Report. As well as Related Party Transactions for the Half Year ended 30th September, 2022 and 31st March, 2023 are available on the website of the Company at http://www.indoaminesltd.com

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO :

In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 the information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended 31st March, 2023 are given in ''Annexure - IV'' and forms part of the Board''s Report.

25. LOANS AND INVESTMENTS:

Details of loans, guarantees and investments made under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2023, are set out in Note to the Standalone Financial Statements have been disclosed in the forming part of this Annual Report.

26. RISK MANAGEMENT POLICY:

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plans for the Company. The main objective is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The Audit Committee of the Company has periodically reviewed the various risk associates with business of the Company. Such review includes risk identification, evaluation and mitigation of the risk.

27. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has in place Internal Financial Control system, commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The finance department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

M/s. V S Somani & Co., Chartered Accountants, Statutory Auditors of the Company have monitor & evaluate the efficacy of Internal Financial Control System in the Company, it is in compliance with operating system, accounting procedures & policies at all the locations of the Company. Based on report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations and recommendations along with corrective action suggested thereon are presented to the Audit Committee of the Board. The Company is periodically following all the applicable Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

28. INVESTOR EDUCATION AND PROTECTION FUND (''IEPF''):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred the unclaimed and unpaid dividend of Rs. 18,61,114/- to IEPF Authority. Further corresponding shares on which dividend were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules. Year-wise amounts of unpaid / unclaimed dividends lying in the unpaid account up to the year, and the corresponding shares, which are liable to be transferred are provided in the Corporate Governance Report and are also available on the Company''s website at www.indoaminesltd.com.

29. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013.

The present CSR initiatives of the Company focuses on recognized activities mentioned in Schedule VII of the Companies Act, 2013. The CSR policy is available on the website of the company http://www.indoaminesltd.com/investors/policies/CSR policy/ and the Report on Corporate Social Responsibility (CSR) activities as required under Section 135 of the Companies Act 2013 is annexed herewith as ''Annexure - V'' to this Directors'' Report.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

During the year, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2022-23 and the date of this report.

31. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations and in terms of the provisions of Section 177 of the Companies Act, 2013, the Company has implemented a Vigil Mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy.

The Whistle Blower Policy/Vigil Mechanism Policy is available on the website of: http://www.indoaminesltd.com/investors/policies/ whistle blower policy/

32. ENVIRONMENTAL, SAFETY AND HEALTH:

Your Company is committed to ensure a sound Safety, Health and Environment (SHE) performance related to its activities, products and services. Your Company used to refer to laws, rules, regulations, professions, programs, and workplace efforts to protect the health and safety of employees and the public as well as the environment from hazards associated with the workplace. Due to worldwide outbreak of novel coronavirus (COVID-19) pandemic including in India Company increased safety measures and The Company has also adopted "Work from Home policy", to the extent possible in case of certain employees, in order to have smooth functioning of administrative and support functions of the Company. Enhanced level of training on Process and Behavior based safety, adoption of safe & environmental friendly production process, Installation of Bioreactors, Chemical ROs, Multiple effect evaporator and Incinerator, etc. to reduce the discharge of effluents, commissioning of Waste Heat recovery systems, and so on to ensure the Reduction, Recovery and Reuse of effluents & other utilities. Monitoring and periodic review of the designed SHE Management System are done on a continuous basis.

33. CREDIT RATING:

During the year, CRISIL have accorded a credit rating "BBB " to our Company.

34. PARTICULARS OF EMPLOYEES:

The details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as ''Annexure VI''. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may be also obtained by the members by writing to the Company Secretary of the Company.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D division & other offices during the year under review. The Company has submitted the Annual Returns to the local authorities, as required under the above mentioned Act.

During the financial year ended March 31,2023, no complaints pertaining to sexual harassment were received or registered by the Company and complied with the applicable provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. HUMAN RESOURCE MANAGEMENT :

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the Company. The relationship with the workers of the Company''s manufacturing units and other staff has continued to be cordial.

To ensure good human resources management at the Company, we focus on all aspects of the employee lifecycle. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employee(s) drawing remuneration in excess of limits set out in said rules forms part of this Directors'' Report in ''Annexure VI'' if any.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

37. INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at different locations have been insured against fire and allied risks.

38. GENERAL:

i. The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

ii. During the year, there are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future;

iii. The Managing Director & CEO of the Company has not received any remuneration or commission from any of the subsidiary companies. Further the Company doesn''t have any Holding Company;

iv. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

v. The Company has not issued any sweat equity shares to its directors or employees;

vi. During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

vii. During the year, the Company does not issue any ESOP scheme for its employees/Directors. Further, the Company has not issued any sweat equity shares or shares having differential voting rights

viii. There was no change in the nature of business of the Company during the financial year.

ix. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

39. BANK AND FINANCIAL INSTITUTIONS:

The Board of Directors of the Company are thankful to their bankers for their continued support to the Company.

40. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and cooperation towards the progress of your Company.

On behalf of the Board of Directors For Indo Amines Limited

Sd/-

Place: Dombivli Dr. Deepak Kanekar

Date: 10th August, 2023 Chairman & Director

DIN:02570268

---

Mar 31, 2018

To,

The Members,

The Board of Directors are pleased to present the Company’s Forty Third Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2018.

FINANCIAL AND OPERATIONAL HIGHLIGHTS: -

(Rs. in lakhs)

Particulars	Consolidated Year Ended		Standalone Year Ended
	2018	2017	2018	2017
Revenue from Operations	33,319.67	32,077.07	33,319.67	32,077.07
Other Income	428.81	145.65	501.26	213.70
Total Income	33,748.48	32,222.72	33,820.93	32,290.77
Profit before Finance Cost, Depreciation & Tax	3,270.77	2,981.45	3,343.22	3,049.50
Finance Costs	717.89	639.93	717.89	639.93
Depreciation	255.00	230.36	255.00	230.36
Profit before Tax	2,297.88	2,111.16	2,370.33	2,179.21
Less : Tax Expenses	822.20	631.21	822.20	631.21
Profit for the year before Minority Interest	1,475.68	1,479.95	1,548.13	1,548.00
Non-controlling Interest	-	-	-	-
Profit for the year	1,475.68	1,479.95	1,548.13	1,548.00
Other comprehensive Income for the year	(20.62)	(1.42)	(20.62)	(1.42)
Total comprehensive Income for the year	1,455.06	1,478.53	1,527.51	1,546.58

DIVIDEND :

Your Directors are pleased to recommended a dividend of 15% i.e. Rs.0.30 per Equity Share of the Face Value of Rs.2/- each payable to those Shareholders whose name appear in the Register of Members as on the Book Closure Date. The Dividend for the year ended 31st March, 2018 is subject to the approval of the Shareholders at the Annual General Meeting to be held on 27th September, 2018 and will be paid on or after 28th September, 2018. If approved by the Shareholders at the said Annual General Meeting, the Dividend will absorb Rs.198.06 Lakhs inclusive of the Dividend Distribution Tax of Rs.33.00 Lakhs, to be borne by the Company.

SHARE CAPITAL :

The Authorised Share Capital of the Company is Rs.16,01,00,000/- (Rupees Sixteen Crores One Lakh only). Pursuant to the direction in the Order of Amalgamation passed by the National Company Law Tribunal (NCLT) on 22nd March, 2017, the Authorised Share Capital of the Transferor Company i.e. APL Engineering Services Pvt Ltd (wholly owned Subsidiary Company) of Rs.1,01,00,000/- (Rupees One Crore One Lakh) was added into the Authorized Share Capital of the Company. The paid up Equity Share Capital of the Company as at March 31, 2018 stood at Rs.1100.40 Lakhs 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, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

OPERATIONS AND FUTURE PROSPECTS :

During the year under review, the Standalone total revenue of the Company increased marginally. The total Revenue of the Company stood at Rs.33820.93 Lakhs, an increase of 4.7%, as compared to Rs.32290.77 Lakhs in the previous year. The Finance costs of the Company was Rs.717.89 Lakhs as compared to Rs.639.38 Lakhs in the previous year on account of rise in interest rates and utilization of more working capital facility.

The revenue from the Domestic Operations increased by 22.73% and stood at Rs.21493.58 Lakhs during the year under review as compared to Rs.17512.27 Lakhs in the previous year, whereas the revenue from export sales was Rs.11035.49 Lakhs during the year as compared to Rs.11982.35 Lakhs.

The Standalone Profit before tax increased by 8.7 % to Rs.2370.33 Lakhs during the year under review as compared to Rs.2179.21 Lakhs in the previous year. Due to higher tax expenses during the year under review, the Profit after tax stood at Rs.1548.13 Lakhs as compared to Rs.1548 Lakhs in the previous year.

The total revenue on a consolidated basis of the Company was Rs.33,748.48 Lakhs as compared to Rs.32,222.72 Lakhs in the previous year.

EXPORT:

During the year under review, the revenue from Export of products was Rs.11035.49 Lakhs as compared to Rs.11982.35 Lakhs in the previous year. The demand for Company’s products was slightly lower during the year under review from international markets. The export oriented products are pre-registered under REACH compliances whereas other products will be registered as and when required.

SUBSIDIARY COMPANIES :

APL INFOTECH LTD

As reported earlier, the Company has made efforts to reach various customers, tied up with various software marketing agencies, modified and updated its software products. As you are aware the Company has mainly focused on “PAnORaMA” which has various versions based on its utility. One of the version is PAnORaMA LDS, which is a customized LDS (Leak Detection System) application for a network. It is a real time version of PAnORaMA and is useful for pipe network operators. It analyses flow, pressure and other data to detect a leak accurately within specified performance parameters. PAnORaMA Academic software, is another version of the main software, which is used for engineering education sector, namely colleges with chemical, mechanical and civil engineering departments.

AMINES AND PLASTICIZERS FZE, UAE - Wholly owned Subsidiary :

As informed earlier, the Company with a view to expand its business operations in the Middle East and Europe has formed a wholly owned subsidiary - Amines and Plasticizers FZE in Ras Al Khamaih, Free Trade Zone, United Arab Emirates for dealing in Specialty Chemicals and other Alkanolamines products. The operations in the said Company are yet to commence as certain banking approvals are awaited.

EXTRACT OF ANNUAL RETURN :

The details of the extract of the Annual Return in Form MGT - 9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure I and forms and integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

In accordance with the provisions of Section 152 of the Companies Act, 2013(‘the Act’), Company’s Articles of Association and as per terms of his appointment, Mr. Yashvardhan Ruia retires by rotation and being eligible has offered himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting of the Company.

The SEBI has amended the provisions of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 which was notified on 09^th May, 2018. The newly inserted Regulation 17 (1A) of the said amended Regulations requires approval of the Shareholders of the Company by way of a Special Resolution for continuation of directorship of Non - executive Director(s) who have attained the age of 75 years or will attain the age of 75 years as on April 1, 2019. Accordingly, a person who is a non-executive Director of the Company and has attained the age of Seventy-five years can continue directorship in the said listed company as a non-executive director only after the Company takes approval of its Shareholders by way of a Special Resolution. Accordingly, it is proposed to move Special Resolutions for continuation of Directorships of Mr. Kailashchandra Kesardeo Seksaria, Dr. Pandurang Hari Vaidya and Dr. Mithilesh Kumar Sinha, Independent Directors of the Company who have already attained the age of Seventy-five years. The Board recommends their continuation of Directorships for the consideration of the Members of the Company at the ensuing 43^rdAnnual General Meeting of the Company. In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

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, Mr. Ajay Puranik as the President - Legal & Company Secretary and Mr. Pramod Sharma as the Chief Financial Officer.

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.

Number of Meetings of the Board :

The Board met 7 times during the Financial Year 2017-18 i.e on 10th May, 2017, 30th May, 2017, 10th August, 2017, 14th September, 2017, 23rd November, 2017, 12th December, 2017 and 12th February, 2018.

COMMITTEES OF THE BOARD :

The Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings are provided in the Corporate Governance Report.

BOARD EVALUATION :

The Company has during the year under review carried out the performance evaluation as required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, 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.

The evaluation framework for assessing the performance of Directors of the Company comprises of various parameters including level of engagement and contribution, qualifications, knowledge, 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 :

During the year under review, the Board of Directors (‘the Board’) reviewed the financial affairs of the Company and its subsidiary. In accordance with Section 129(3) of the Companies Act, 2013 and applicable Indian Accounting Standards, consolidated financial statements of the Company and its subsidiary are prepared. Further, a statement containing the salient features of the financial statement of the Subsidiary in the prescribed format AOC 1 is appended as Annexure ‘II’ to the Board’s Report/ Consolidated Financial Statements. The statement also provides the details of performance, financial position of the subsidiary.

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 in Guwahati, Assam, India 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 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 Notes to Financial Statements.

DEPOSITS :

The Company has not accepted or renewed any Deposits during the year under review and there is no unpaid or unclaimed deposits lying with the Company.

NON CONVERTIBLE DEBENTURES (NCDs) :

The Secured Non-Convertible Debentures (NCDs) issued by the Company stands at its original issue value being Rupees Thirteen Crores and Thirty-Five Lakhs as on March 31, 2018. 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 PARTY TRANSACTIONS (RPTs) :

All Related Party Transactions 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 - III. All related party transactions are mentioned in the Notes to the Financial Statements. 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. www.amines.com

STATUTORY AUDIT :

The Company had appointed M/s B D G & Associates, Chartered Accountants (Firm Registration No. 119739W), Mumbai, as the Statutory Auditors of the Company for a period of 5 years at the 42nd Annual General Meeting held in the year 2017, subject to ratification in every Annual General Meeting.

The requisite eligibility certificate as required under Section 139(1) of the Companies Act, 2013 has been received from them. Their appointment as Statutory Auditor is proposed to be ratified for the remainder of their term at the ensuing 43rd Annual General Meeting of the Company pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder as amended as on date.

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

COST AUDIT :

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

The Board of Directors on the recommendation of the Audit Committee has appointed M/s A.G.Anikhindi & Co, Cost Accountants, Kolhapur, Maharashtra as Cost Auditors to audit the cost accounts of the Company for the financial year 2018-19 at a remuneration of Rs.2,15,000/- per annum plus taxes as applicable and reimbursement of out of pocket expenses. 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 43rd Annual General Meeting. The Cost Audit Report for the financial year 2016-17 was fled in Form CRA -4 with the Ministry of Corporate Affairs, Government of India on 26th October, 2017.

SECRETARIAL AUDIT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s SK Makhija & Associates, Practicing Company Secretary (CP No. 13322), Mumbai to carry out the Secretarial Audit of the Company. The Secretarial Audit Report for the period 01st April, 2017 to 31st March, 2018 is included as Annexure IV and forms an integral part of this Report. There is no secretarial audit qualification in the report for the year under review.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has in place Internal Financial Control system commensurate with the size, scale and business operations. It ensures proper recording of financial and operational information and compliance of various internal controls and other regulatory & statutory compliances. During the year under review, no material or serious observation have been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Your Company’s Financial Statements are prepared on the basis of the Significant Accounting Policies that are selected by the Management and approved by the Audit Committee and the Board. These Accounting Policies are reviewed from time to time. 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 of the Audit Committee. The Internal Auditor monitors and evaluates the efficacy of Internal Financial Control system in the Company, its compliance with operating system, accounting procedures and policies at all the locations of the Company. Based on their report of the Internal Audit function, corrective actions in the respective area are undertaken and controls are strengthened. Internal Financial Control Audit has also been undertaken by the Statutory Auditor M/s B D G & Associates, Chartered Accountants, Mumbai. For the year ended 31st March, 2018, the Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the nature and size of its business operations.

CREDIT RATING :

During the year under review, Brickwork Ratings enhanced the Credit Rating of long term credit facilities from BWR BBB (Triple B) to BWR BBB (Triple B plus) with Outlook: Stable, whereas the short term rating was reaffirmed at BWR A3 (A Three plus) for the financial facilities availed by the Company.

ISO CERTIFICATION :

The Company has an ISO 9001:2015 certification which is valid up to 11th January, 2021. Recertification Audit as per ISO 9001- 2015 standard has been conducted by Det Norske Veritas (DNV-GL). QMS (Quality Management System) is focusing on continual improvement by implementing the strategic tools for business to gain competitive advantage through products and services that are safe, reliable and trustworthy. In addition to this, new concept of Interested Parties and Business Risks are considered as per new standard.

Besides QMS (Quality Management System), APL has IMS (Integrated Management System) for ISO 14001:2015 and OHSAS 18001:2007 certifications. ISO 14001:2015 transition Audit as per ISO 14001- 2015 standard has been conducted by Det Norske Veritas (DNV-GL). ISO 14001:2015 certification and OHSAS 18001:2007 certification are valid up to 08th April, 2019. Periodic Audit has been conducted by Det Norske Veritas (DNV-GL) in continuation of the certification.

ISO 14001:2015 (Environmental Management System) certification relates to conservation of natural resources resulting in maintaining clean environment, safe work place, safe operations, 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 environment through its operations.

OHSAS 18001:2007 (Occupational Health and Safety Assessment Series) certification relates to safety and health of working people by making Hazards and Risk Analysis of various activities and Adopting Effective Control Methods to minimize the Risk. Various measures have been taken by the Company in order to ensure compliance in its true spirit.

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 (Together for Sustainability) is an initiative taken by 19 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.

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 remained cordial during the year under review.

DIRECTORS’ 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, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever applicable, if any;

b) that 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, 2018 and of the profit of the Company for the year under review;

c) that 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) that 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) that 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 EARNINGS AND OUTGO :

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 ‘V’ and forms part of this Report.

PARTICULARS OF EMPLOYEES :

None of the employees of the Company attract the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under report. 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 VI and forms an integral part of this Report.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013 :

The Company has in place an 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

RISK MANAGEMENT :

Your Company has in place a risk management framework with a systematic approach to mitigate risk associated with operations, revenues, regulations and accomplishment of objectives. Your Company believes that managing risks helps in achieving determined objectives and maximizing returns. The risk management framework works at various levels in the enterprise. The Company is exposed to risks such as financial risk, commodity price risks, regulatory risks, geopolitical risks and other strategic risks. The organization structure of the Company helps in identifying, preventing and mitigating risks by the concerned operational Heads under the supervision of the Chairman & Managing Director. The risk management framework is reviewed periodically by the Board and the Audit Committee keeping a check on overall effectiveness of the risk management of the Company. A detailed note on risks, concerns and mitigating factors have been given in Management Discussion & Analysis Report.

ESTABLISHMENT OF VIGIL MECHANISM :

The Company believes in conducting its affairs in a fair and transparent manner. The Company has in place a vigil mechanism as envisaged in the Companies Act, 2013 read with Rules made thereunder and the Listing Regulations which is implemented through the Whistle Blower Policy of the Company. This Policy has been adopted in order to provide a secure environment and to encourage employees of the Company to report unethical, unlawful or improper practice, acts or activities. Any employee can approach his/her Department Head for any such instance observed or experienced or if in case it involves Managerial Personnel to the Managing Director and thereafter the Audit Committee Chairman. After due investigation the matter shall be dealt with as per the procedure prescribed in the Policy. 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. www.amines.com.

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 based on the needs and requirements in a particular field. During the year under review, the Company has undertaken following activities under its CSR initiatives :

V The Company has supported the scheme “SHAHEED KI BETI” an initiative of “The Institute of Company Secretaries of India” (ICSI), a unique initiative of providing financial support to a girl child of martyrs for their higher education or for any other purpose.

V The Company has contributed towards “National Mission for Clean Ganga” supporting the Government of India’s initiative for prevention, control and abatement of environmental pollution in “River Ganga” and to ensure continuous adequate flow of water to rejuvenate the River Ganga.

V India’s literacy rate is about 74.04%. The Company has tried to contribute its little share in enhancing the literacy rate by extending the financial support to “Smt. Bhagirathibai Manmal Gocchar Trust”, a registered public charitable trust established in the year 1947 which is actively engaged in the promotion of education and academic activities, in addition to women empowerment, medical facilities to poor, sanitation, betterment of cattle etc.

V Trees are very important part of our Planet maintaining ecological balance. They have indispensable value in human life such as social, communal, environmental and economy. The Company had planted 1500 saplings in the forest of Kalyan, Maharashtra to enhance the beauty of the Planet and to maintain ecological balance.

V As well said by the Father of Nation “Mahatma Gandhi”, ‘Education is the basic tool for the development of consciousness and the reconstitution of Society’. Education plays an important role in moulding the future of the Society and the Company has donated basic but essential infrastructure to a Library maintained and run by “Bharat Vikas Parishad” (Established in 1963) which will help many students to study and thus enable the Trust to promote education amongst these deserving students.

NOMINATION AND REMUNERATION POLICY :

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are available on the website of the Company www.amines.com and briefly explained in the Corporate Governance Report.

SIGNIFICANT AND MATERIAL CHANGES / ORDERS PASSED BY THE REGULATORS OR COURTS :

As reported earlier the amalgamation of APL Engineering Services Pvt Ltd (wholly owned Subsidiary of the Company) with Amines and Plasticizers Ltd (APL) has been completed and its engineering business has now become a division of the Company. Pursuant to the directions given in the Order of the National Company Law Tribunal, Guwahati Bench approving the scheme, Authorized Capital of APL Engineering Services Pvt Ltd has been added into the Authorised Capital of the Company and other statutory & financial treatment have been effected.

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.

MANAGEMENT DISCUSSION AND ANALYSIS 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 express their gratitude for the cooperation and overwhelming support received by the Company from the Bankers, local authorities, customers, suppliers and all its business associates. The directors are thankful to the esteemed shareowners for their continued support and the confidence reposed in the Company and its Management. The Board of Directors also place on record its sincere appreciation for the commitment and dedicated efforts put in by all the employees at all levels.

Place: Mumbai

Date: 13.08.2018 For and on behalf of the Board

Hemant Kumar Ruia

Chairman & Managing Director

---

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting the 41st Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2016.

(RS, in Lakhs)

FINANCIAL RESULTS	For the year ended	For the year ended
	31.03.2016	31.03.2015
Total Income	26104.86	30085.69
Profit before Interest, Depreciation and Taxes	2388.87	23II.I9
Less : Interest	754.78	978.09
Depreciation	198.19	181.78
Profit before Tax	1435.90	1151.32
Provision for taxation	457.03	382.61
Profit after Tax	978.87	768.71
Balance of profit brought forward from the previous year	3223.92	2550.72
Final / Interim Dividend Paid :-
Equity Shares	110.04	55.02
Corporate Dividend Tax	18.70	9.35
Bonus shares issued during the year	550.20	-
Transfer to Debenture Redemption Reserve	33.40	-
Deferred Tax	-	8.15
Adjustments to Fixed Assets	-	22.99
Tax Provisions for earlier years	11.53	-
Balance of Profit carried to Balance Sheet	3478.92	3223.92

DIVIDEND:

The Board of Directors of the Company had declared an Interim Dividend of 10% (i.e. Rs, 0.20 per share on Equity Shares of the face value of Rs, 2/- each) on the Increased Capital after the issue of Bonus Shares for the Financial Year ended March 31, 2016. Total outgo on the Interim Dividend was Rs, 128.74 Lakhs (including Dividend Tax of Rs, 18.70 Lakhs) as against Rs, 64.37 Lakhs (including Dividend Tax of Rs, 9.35 Lakhs) in the previous year. The above outgo constitutes a payout ratio of I3.I5% of annual profits as against 8.37 % in the previous year. The Board has not proposed any Final Dividend and accordingly, the Interim Dividend paid during the year shall be treated as Final Dividend for the Financial Year ended March 31, 2016.

SHARE CAPITAL:

During the year under review the Company had declared and issued Bonus Equity shares in the ratio I:I to its existing shareholders. Accordingly, the paid up share capital of the Company increased from Rs, 550.02 Lakhs to Rs, 110.04 Lakhs divided into 55020000 Equity shares of Rs, 2/- each. The paid up share capital of the Company as on 31st March, 2016 was Rs, 1 1,00,40,000/- (Rupees Eleven Crores and Forty Thousand only). During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 3Ist March, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

operations and future prospects:

The financial performance highlights for the year ended 3Ist

March, 2016 are as follows:

- The Total Revenue of the Company during the year under review was Rs, 26104.86 Lakhs as compared to Rs, 30085.69 Lakhs in the previous year. The decline in total revenue was due to fall in prices of finished goods worldwide. However, in Quantitative value terms there is no decline reported in the Turnover.

- The Total Expenses of the Company reduced to Rs, 24668.96 Lakhs as compared to Rs, 28,934.37 Lakhs during the previous year due to reduction in input cost and financial expenses.

- Revenue from Domestic Operations was Rs, 16674.42 Lakhs during the year under review as compared to Rs, I7I85.79 Lakhs in the previous year.

- Profit before Tax increased by nearly 25% from Rs, 1151.32 Lakhs in the previous year to Rs, I435.90 Lakhs during the current year.

- Net Profit increased from Rs, 768.71 Lakhs to Rs, 978.87 Lakhs there by registering a growth of over 27%.

The total revenue on consolidated basis of the Company was Rs, 26263.69/- Lakhs which includes revenue from services of Rs, 182.40 Lakhs.

EXPoRT:

During the year ended 31st March, 2016, your Company’s export earning was '' 93I3.40 Lakhs as compared to '' I2798.03 Lakhs. This was primarily due to uncertainty in Global Markets, slowdown of industry and reduction in prices.

SUBSIDIARY companies:

APL INFoTECH LTD:

As reported earlier APL Infotech Ltd’s Pipe leak detection software has been customized and is in the process of being made operational. The Company is continuing its arrangement with a Software Company for marketing this software package. Also the Company is exploring other marketing opportunities on its own and is making steady progress with various prospective customers.

APL ENGINEERING SERVICES PVT LTD :

Wholly owned Subsidiary:

The amalgamation of APL Engineering Services Private Limited, wholly owned subsidiary of the Company is in its final stages. The proposed Amalgamation would result in business synergy and consolidation of business activities of both the companies.

The Mumbai High Court has vide its Order dated 03^rd July, 20I5 confirmed the Amalgamation of APL Engineering Services Pvt Ltd with your Company. The Company has taken necessary steps to expedite the same at the Guwahati High Court.

AMINES AND PLASTICIZERS FZE, UAE:

Wholly owned Subsidiary:

The Company is contemplating expansion of its business operations in the Middle East and Europe. Keeping in view the said expansion, your Company has formed a wholly owned subsidiary - Amines and Plasticizers FZE in Ras Al Khamaih, United Arab Emirates for dealing in Specialty Chemicals and other Alkanolamines products and may opt for manufacturing at an appropriate time.

EXTRACT of ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT - 9, as required under section 92 of the Companies Act, 2013 is included in this Report as Annexure I and forms and integral part of this Report.

directors and key managerial personnel:

In accordance with the provisions of section 152 of the Companies Act, 2013(‘the Act’) and Company’s Articles of Association, Ms. Nimisha Minesh Dutia retires by rotation and being eligible has offered herself for re-appointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting of the Company.

The Board of Directors has re-appointed Mr. Hemant Kumar Ruia as Chairman & Managing Director at a revised remuneration as detailed in the Notice, subject to the approval of the members for a term of Three years w.e.f. 0I/04/20I6 to 3I/03/20I9.

Pursuant to the provisions of section 203 of the Act, the Company has three Key Managerial Personnel viz. Shri Hemant Kumar Ruia as the Chairman & Managing Director, Shri Ajay Puranik as the Sr. Vice President (Corporate Affairs) & Company Secretary and Shri Pramod Sharma as the Chief Financial Officer.

Declaration by Independent Directors:

The Company has received declaration of Independence from all the Independent Directors as required under Section I49(7) of the Companies Act, 20I3 confirming that they meet the criteria of independence under Section I49(6) of the Companies Act, 2013.

Number of Meetings of the Board:

The Board met seven times during the Financial Year 2015- I6 i.e on 29th May, 20I5, August 7, 20I5, August 27, 20I5, October 12, 2015, November 6, 2015, February 10, 2016 and March 16, 2016.

committees of THE board:

The Board has the following Committees :

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings are provided in the Corporate Governance Report.

board evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, a questionnaire was prepared after taking into consideration various aspects of the functioning of the Board, its Committees and its culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non Independent Director was carried out by the Independent Directors. The Board of Directors expressed their satisfaction over the evaluation process.

consolidated FINANCIAL STATEMENTS:

During the year, the Board of Directors (‘the Board’) reviewed the affairs of the subsidiaries. In accordance with section I29(3) of the Companies Act, 20I3, consolidated financial statements of the Company and all its subsidiaries are prepared. Further, a statement containing the salient features of the financial statement of Subsidiaries in the prescribed format AOC 1 is appended as Annexure ‘II’ to the Board’s Report. The statement also provides the details of performance, financial positions of each of the subsidiary.

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 each of its subsidiaries, 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 in Guwahati, Assam, India till the date of the Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act, 2013 (‘the Act) and Accounting Standard AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report. Though only a part of your Company’s business is conducted through its subsidiaries, your Directors believe that the consolidated accounts provide a more accurate representation of the performance of your Company:

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 Financial Statements.

DEPoSITS:

The Company has not accepted or renewed any Deposits during the year under review and there is no unpaid or unclaimed deposits lying with the Company.

13% secured redeemable non convertible

DEBENTURES (NCD):

As reported earlier, the Company had issued 1335, 13% Secured, Redeemable, Non Convertible Debentures of '' 1,00,000/- (Rupees One Lakh) each on a private placement basis. The said debentures were secured by creating charge over Companies properties. The NCDs have a term of 10 years with call and put option at the end of every twelve months from the date of issue. Total amount raised through the said issue was Rupees Thirteen Crores and Thirty-Five Lakhs. The Company has appointed SBICAP Trustee Company Ltd., Mumbai as the “Debenture Trustee” for the said issue. The Debenture Trust deed was registered on 27th April, 2015 with the Sub-Registrar, Khalapur, Maharashtra. During the year under review no Call and Put options were exercised.

RELATED PARTY transactions (RPTs):

Pursuant to Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (LODR) Regulations 2015, all RPTs for the Financial Year 2015-16 were placed before the Audit Committee for its prior / omnibus approval. 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 in Form AOC - 2 is furnished in Annexure - III.

statutory AUDIT:

M/s Bhandari Dastur Gupta & Associates, Chartered Accountants (Firm Registration No. II9739W), Mumbai, Auditors of the Company, hold office until the conclusion of the 42nd Annual General Meeting subject to ratification in the Annual General Meeting held in respective years. During the year, the Firm name of the Statutory Auditors have changed to “B D G & Associates” and accordingly ratification of appointment as approved in the 39th Annual General Meeting is proposed with the said new name. The requisite certificate as required under section I39(I) of the Companies Act, 2013 has been received from them.

CoST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records of the Company every year.

The Board of Directors on the recommendation of the Audit Committee has appointed M/s A.G.Anikhindi & Co., Cost Accountants, Kolhapur as Cost Auditors to audit the cost accounts of the Company for the financial year 20I6-20I7 at a remuneration of '' 2,15,000/- per annum plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 20I3 a resolution seeking members’ approval for the remuneration payable to the Cost Auditor forms a part of the Notice convening the 41st Annual General Meeting of the Company. The Cost Audit Report for the financial year 20I4-I5 was filed with Ministry of Corporate Affairs on 20th October, 2015.

SECRETARIAL AUDIT:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s SK Makhija & Associates, Practising Company Secretaries (CP No. 13322), Mumbai to carry out the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure IV and forms an integral part of this Report. There is no secretarial audit qualification for the year under review.

internal control systems and their

ADEQUACY:

Your Company’s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by the Management and approved by the Audit Committee and the Board. These Accounting Policies are reviewed from time to time. The Systems, Standard Operating Procedures and Controls are reviewed by the Management. The Audit Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit finding and corrective actions are taken. 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 of the Audit Committee. Internal Financial control audit has also been undertaken by the Statutory Auditors. For the year ended 31st March, 2016, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations, wherein controls are in place to continuously monitor the existing controls and indentify gaps, if any, and implement new and/ or improved controls wherever the effect of such gaps would have a material effect on the Company’s operation.

CREDIT RATING:

The Credit Rating remained constant with short term credit rating A3 (A Three) and long term rating as BBB- (Triple B Minus) to the financial facilities availed by the Company during the year under review from both the Agencies i.e Credit Analysis and Research Ltd. (CARE) and Brickwork Ratings India Pvt Ltd(Brickwork Ratings). The rating are under review for upgradation. Further, Dun & Bradstreet has recently assigned Rating of 4A2 to the Company.

ISo CERTIFICATioN:

The Company has an ISO 900I:2008 certification which is valid up to I5th September, 20I8. Recertification Audit has been conducted by Det Norske Veritas (DNV). QMS (Quality Management System) is focusing 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 QMS (Quality Management System), APL has IMS (Integrated Management System) for ISO 14001:2004 and OHSAS I800I:2007 certifications. ISO I400I:2004 certification is valid up to I5th September, 20I8 whereas OHSAS I800I:2007 certification is valid up to 08th April, 20I9. Recertification Audit for IMS (Integrated Management System) has been conducted by Det Norske Veritas (DNV).

ISO 14001:2004 (Environmental Management System) certifications relates to conservation of natural resources resulting in maintaining clean environment, safe work place, safe operations, commitment to compliance and healthy atmosphere. As such, the Company is committed to ensure minimum impact to environment through its operations.

OHSAS 18001:2007 (Occupational Health and Safety Assessment Series) certification relates to safety and health of working people by making hazards and Risk Analysis of various activities and adopting effective control methods to minimize the Risk. Various measures have been taken by the Company in order to ensure compliance in its true spirit.

RS (Responsible Sourcing): APL has become a Member in SEDEX website since 4th December 2013 after going through SMETA 4-Pillar Audit conducted by DNV The Membership is renewed for continuation of SEDEX. SEDEX is an online database that enables suppliers to share information with their customers on their responsible trading practices (Health, Safety, Labor Standards, Environment and Business Ethics).

REACH compliance:

The Company has complied with Reach Compliances and Pre-Registration of 24 products done, having good export potential to Europe.

INSURANCE:

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

INDUSTRIAL relations:

The industrial relations remained cordial during the year under review.

directors'' responsibility STATEMENT:

To the best of knowledge and belief and according to the information and 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, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures wherever applicable;

b. The Directors had 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 at the end of the financial year and of the profit of the Company for the year under review;

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

f. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were 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 with the Companies (Accounts) Rules, 2014, prescribed particulars as applicable is annexed hereto as Annexure ‘V’ and forms part of this Report.

PARTICULARS of employees:

None of the employees of the Company attract the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under report. The Statement containing information as required under Section I97(I2) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure VI and forms an integral part of this Report.

disclosure under the sexual harrasment

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an 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

RISK MANAGEMENT:

The process of identification and evaluation of various risks is inherent in the business environment and the operations of the Company. The Company has in place proper organization structure resulting in initiation of appropriate measures for prevention and / or mitigating of the same being dealt by the concerned operational Heads under the overall supervision of the Chairman & Managing Director of the Company. The audit Committee periodically reviews the adequacy and efficacy of the overall risk management system thus keeping a check on overall effectiveness of the risk management of the Company.

ESTABLISHMENT oF VIGIL MECHANISM:

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. This Policy inter alia enables any employee who observes any unethical and improper practices or alleged wrongful conduct can approach the Department Head or in case it involves Managerial Personnel to the Managing Director through E-mail. After due investigation the matter shall be dealt as per the procedure prescribed in the Policy.

corporate social responsibility:

As a part of its initiative, pursuant to section 135 of the Companies Act, 2013 and relevant Rules, the Board has constituted the CSR Committee and has identified a project to build Examination Centre and Hall thus encouraging promotion of education for students from rural areas. The said project is in accordance with the Schedule VII of the Companies Act, 2013 and the Company’s CSR Policy. The Report on CSR Activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure ‘VII’ forming a part of this Report.

nomination and remuneration policy:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy is explained in Corporate Governance Report.

SIGNIFICANT AND MATERIAL oRDERS PASSED BY THE REGULAToRS or CoURTS:

The merger of APL Engineering Services Pvt Ltd. with the Company is in its advanced stage and APL Engineering Services Pvt Ltd has received final Order from the Mumbai High Court in the merger matter. Minutes of the Order has been uploaded on the website of the Company. A petition of the Transferee Company for confirmation of the merger has also been admitted in the Gauhati High Court, Assam.

appointment of M/S SHAREX DYNAMIC (INDIA) PVT. LTD. AS THE REGISTRAR & SHARE TRANSFER AGENT oF YoUR CoMPANY:

The Securities and Exchange Board of India (“SEBI”)had vide its Interim order dated 22nd March, 2016, inter alia, advised clients of Sharepro Services (India) Pvt Ltd (“Sharepro”) to carry out/ switchover their activities related to registrar to an issue and share transfer agent, either in house or through another Registrar to an issue and share transfer agent registered with the SEBI. In view of the above, the Board of Directors of your Company at its meeting held on 27th April, 2016 decided to appoint M/s Sharex Dynamic (India) Pvt. Ltd., Mumbai as the Registrar & Share Transfer Agents. Accordingly, an intimation letter dated 18th July, 2016 was sent to all shareholders through E-mail or post as the case may be.

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 practising Company Secretary confirming compliance forms an integral part of this Report.

MANAGEMENT DISCUSSIoN AND ANALYSIS REPoRT:

Management Discussion and Analysis Report for the year under review, as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 is presented in a separate section forming part of the Annual Report.

APPRECIATioN:

Your Directors take this opportunity to thank all its employees at all levels for their continued participation and support in the growth of the organization and also to all its Customers, Collaborators, Government Agencies, Financial Institutions, Bankers, Debenture Trustees, Suppliers, Shareholders, Debenture holders and other Associates for reposing their continued trust and confidence in the Company.

For and on behalf of the Board

Place: Mumbai HEMANT KUMAR RUIA

Date: 05.08.2016 Chairman & Managing Director

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 40th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

(Rs. in Lakhs)

FINANCIAL RESULTS For the year For the year ended ended 31.03.2015 31.03.2014

Total Income 30085.69 24364.72

Profit before Interest, 2311.19 1824.87 Depreciation and Taxes

Less : Interest 978.09 919.89

Depreciation 181.78 184.44

Profit before Tax 1151.32 720.54

Provision for taxation 382.61 216.48

Profit after Tax 768.71 504.06

Balance of profit brought forward 2250.72 2111.02 from the previous year

Proposed Dividend on :-

Equity Shares 55.02 55.02

Corporate Dividend Tax 9.35 9.35

Balance of Profit carried to 3223.92 2550.72 Balance Sheet

DIVIDEND:

Your directors are pleased to recommend a Dividend of 20 paise per Equity Share of Rs. 2/-each, i.e. 10% aggregating to Rs. 55.02 Lacs subject to approvals.

SHARE CAPITAL

During the year under review Equity share of Rs. 10/- each was sub divided into 5 Equity shares of Rs. 2/- each. The paid up share capital of the Company as at March 31, 2015 was Rs. 5,50,20,000/- (Rupees Five Crores Fifty Lacs and Twenty Thousand only) comprising of 27510000 Equity shares of Rs. 2/- each. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or Bonus equity. As on 31st March, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

OPERATIONS AND FUTURE PROSPECTS:

The Company during the financial year 2014- 15 had performed substantially well, achieving a growth of approximately 23.5% in top line and nearly 52.5% in bottom line. The other highlights of the Company's performance are as under:

* Total Revenue increased from Rs. 24364.72 Lacs to Rs. 30085.69 Lacs.

* Exports Revenue increased from Rs. 11476.68 Lacs to Rs. 12798.03 Lacs.

* Profit before Tax increased from 720.54 Lacs to Rs. 1151.32 Lacs.

* Net Profit increased from Rs. 504.06 Lacs to Rs. 768.71 Lacs.

The total net revenue on consolidated basis of the Company was Rs. 30214.38/- Lacs which includes revenue from services of Rs. 101.51 Lacs. During the year under review, the revenue generated from the operations from the domestic markets is much higher as compared to last year. Thus, the Company has been able to achieve sizeable growth in the turnover and generated higher profits for the Company.

EXPORTS:

During year ended 31st March, 2015, your Company's export earning was Rs. 12798.03 Lacs which was higher than the last year being Rs. 11476.68 Lacs. The Company has registered a growth of approximately 12% as compared to the Export earnings in the year 2013-14. The percentage of Export to revenue was more than 42% as compared to 47% in the previous year.

SUBSIDIARY COMPANIES:

The Management is pleased to report that APL Infotech Ltd's Pipe leak detection software has been customized for an international user. The Company has renewed its arrangement with a major Software Company for marketing this software package and is making steady progress with various prospective customers.

Status of Amalgamation of APL Engineering Service Private Limited with Amines & Plasticizers Limited.

The proposed amalgamation of APL Engineering Services Private Limited, wholly owned subsidiary of the Company is in its final stages. Both the Transferor and the Transferee Companies are Group Companies and the proposed Amalgamation would result in business synergy and consolidation of business activities of these companies. The Company had taken all necessary steps in order to expedite the process.

The Company had received observation letter from the Bombay Stock Exchange (BSE) dated 26.06.2013. The Company had moved applications in Guwahati High Court for confirmation of petition. The Bombay High Court has passed order confirming the petition filed by APL Engineering Services Pvt Ltd.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9, as required under section 92 of the Companies Act, 2013 is included in this Report as Annexure 'A' and forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013('the Act') and Company's Articles of Association, Ms. Nimisha Minesh Dutia retires by rotation and being eligible has offered herself for re-appointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and Clause 49 of the Listing Agreement with Stock Exchanges.

Pursuant to provisions of section 203 of the Act, the Company has three Key Managerial Personnel viz. Shri Hemant Kumar Ruia as the Chairman & Managing Director, Shri Ajay Puranik as the Sr. Vice President (Corporate Affairs) & Company Secretary and Shri Pramod Sharma as the Chief Financial Officer.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a questionnaire was prepared after taking into consideration various aspects of the functioning of the Board, its Committees and its culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction over the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial year 2014-15 forms a part of the Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS:

During the year, the Board of Directors ('the Board') reviewed the affairs of the subsidiaries. In accordance with section 129(3) of the Companies Act, 2013, consolidated financial statements of the Company and all its subsidiaries are prepared, which forms a part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC 1 is appended as Annexure 'B' to the Board's Report/ Consolidated Financial statements. The statement also provides the details of performance, financial positions of each of the subsidiary

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 each of its subsidiaries, are available on our website www.amines.com. These documents will also be available for inspection during the business hours on every /working day at our Registered Office in Guwahati, India till the date of the Annual General Meeting of the Company.

In accordance with the Companies Act, 2013 ('the Act) and Accounting Standard AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report. Though only a part of your Company's business is conducted through its subsidiaries, your Directors believe that the consolidated accounts provide a more accurate representation of the performance of your Company.

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 the Notes to Financial Statements.

DEPOSITS:

The Company has not accepted or renewed any Deposits during the year under review and there is no unpaid or unclaimed deposits lying with the Company.

13% SECURED REDEEMABLE NON CONVERTIBLE DEBENTURES

Pursuant to the consent of the shareholders in the 39th Annual General Meeting of the Company, the Company had issued 1335, 13% Secured, Redeemable, Non Convertible Debentures of Rs. 1,00,000/- (Rupees One Lac) each on private placement basis. The said debentures were secured by creating charge over Companies properties situated at Vadval, Raigad. The Company has appointed SBICAP Trustee Company Ltd. as the Debenture Trustee for the said issue. The Debentures are issued for a period of 10 years with call and put option at the end of every twelve months from the date of issue. Total amount raised through the said issue was Rupees Thirteen Crores and Thirty Five Lakhs. The Debenture Trust deed was registered on 27th April, 2015 with Sub-Registrar, Khalapur, Maharashtra

RELATED PARTY TRANSACTIONS

Related Party Transactions, if any are placed before the Audit Committee as also before the Board for their approval. Omnibus approval was obtained on a quarterly basis for transactions which are repetitive in nature. There are very few such transactions and the transactions entered into with Related Parties for the year under review were at arm's length basis and in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in form AOC-2 is not required. The Company has a policy on related Party Transaction and the same is uploaded on the website of the Company at : http://www. amines.com/Policy%20on%20Related%20 Party%20Transaction.pdf

STATUTORY AUDIT:

M/s Bhandari Dastur Gupta & Associates, Chartered Accountants (Firm Registration No. 119739W), Mumbai, Auditors of the Company, hold office until conclusion of the 42nd Annual General Meeting subject to ratification in the Annual General Meeting held in respective years.

The requisite certificate under section 139(1) of the Companies Act, 2013 has been received from them as provided under section 139 of the Act, that their appointment, if ratified would be in conformity with the limits specified in the said section

COST AUDIT:

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

The Board of Directors on the recommendation of the Audit Committee has appointed M/s A.G. Anikhindi & Co., Cost Accountants, Kolhapur as Cost Auditors to audit the cost accounts of the Company for the financial year 2015-2016 at a remuneration of Rs. 2,15,000/- per annum plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013 a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms a part of the Notice convening the 40th Annual General Meeting of the Company.

The Cost Audit Report for the financial year 201314 was filed with Ministry of Corporate Affairs on 27th September, 2014.

SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s SK Makhija & Associates, Practicing Company Secretaries (CP No. 13322), Mumbai to carry out the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure C and forms an integral part of this Report. There is no secretarial audit qualification for the year under review.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013.

For the year ended 31st March, 2015, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations; wherein controls are in place to continuously monitor the existing controls and indentify gaps, if any, and implement new and/ or improved controls wherever the effect of such gaps would have a material effect on the Company's operation

CREDIT RATING:

The Credit Analysis and Research Ltd. (CARE) has enhanced the short term credit rating from A4 to A3 (A Three) and long term rating from BB to BBB- (Triple B Minus) to the financial facilities availed by the Company. Additionally, the Company has obtained credit rating from Brickwork Ratings India Pvt Ltd(Brickwork Ratings) during the year under review. Brickwork Ratings has assigned short term credit rating A3 (A Three) and long term rating BBB- (Triple B Minus) to the financial facilities availed by the Company.

ISO CERTIFICATION:

As reported earlier, ISO 9001:2008 certification is valid till 13th January, 2016. Periodic Audit has been conducted by Det Norske Veritas (DNV) in continuation of the certification. QMS (Quality Management System) has focused 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 QMS (Quality Management System), APL has IMS (Integrated Management System) for ISO 14001:2004 and OHSAS 18001:2007

certifications which are valid up to 9th April 2016.

ISO 14001:2004 (Environmental Management System) certifications relates to conservation of natural resources resulting in maintaining clean environment, safe work place, safe operations, commitment to compliance and healthy atmosphere. As such, the Company is committed to ensure minimum impact to environment through its operations.

OHSAS 18001:2007 (Occupational Health and Safety Assessment Series) certification relates to safety and health of working people by making Hazards and Risk Analysis of Various Activities and Adopting Effective Control Methods to minimize the Risk. Various measures have been taken by the Company in order to ensure compliance in its true spirit.

RS (Responsible Sourcing): APL has become a Member in SEDEX website after going through SMETA 4-Pillar Audit conducted by DNV. The Membership is renewed for continuation of SEDEX. SEDEX is an online database that enables suppliers to share information with their customers on their responsible trading practices (Health, Safety, Labor Standards, the Environment and Business Ethics).

REACH COMPLIANCE:

The Company has done Pre- Registration of most of the products having export potential to Europe.

INSURANCE:

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

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and 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, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures wherever applicable;

b) The Directors had 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 at the end of the financial year and of the profit of the Company for the year under review;

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

f) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were 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 with the Companies (Accounts) Rules, 2014, prescribed particulars as applicable is annexed hereto as Annexure 'D' and forms part of this Report.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company attract the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under report.

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, and forming part of the Director's Report for the year ended March 31, 2015 is given in a separate Annexure to this report.

The above annexure is not being sent along with this report to the Members of the Company in line with the provision of section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Corporate Office of the Company. The aforesaid annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and upto the date of the 40th Annual General Meeting 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 an 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 received regarding sexual harassment.

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 : Nil RISK MANAGEMENT

The company has in place a Risk management framework which covers the risk management approach of the Company and includes periodic review of such risk, if any and also documentation, mitigating controls and reporting mechanism of such risks. Some of the risks are as follows:

1. Financial Risk.

The two major risks in the financial sector affecting the Company are the foreign exchange fluctuations and higher interest rates on borrowings. The Company endeavors to manage and mitigate the foreign exchange risk by taking prudent steps considering the volatility at the macroeconomic levels. Further, considering the ever increasing financial requirement of the company the rate of interest is another aspect, changes in which affects the Company. The management plans and adopts strategies which manages such fluctuations and variations.

2. Commodity related Risks

The Company is into manufacturing, trading and dealing of various chemicals which are sensitive in nature. The risks in such product begins from the time of procuring the raw materials till the delivery of the finished goods because of the volatility and nature of the chemicals which always needs special care and attention. The business of the Company is mainly through various tenders opened by the Government and its companies.

The timing of purchase of raw material is important since the price risk has always been a major concern considering the fixed terms of the tenders.

3. Regulatory Risks

The legal and regulatory compliances keeps the Company exposed to various risks attached to them. The Company mitigates such risks by periodically reviewing the requirements of applicable statutes and complying with them.

4. Human Resources Risks.

The main business of the Company is manufacturing and dealing in specialized chemicals, hence the Company requires human skilled talent which is specialized and trained not only to deal in the chemicals but also to tackle the consequences arising out of dealing in them. The Company always believes in retaining the talent pool and attracting new talent. The Company conducts various training sessions for its employees to transform the human resource to human talent, including encouraging and sponsoring them for various seminars and conferences in India and abroad.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. This Policy inter alia enables any employee who observes any unethical and improper practices or alleged wrongful conduct can approach the Department Head or in case it involves Managerial Personnel to the Managing Director through E-mail. After due investigation the matter shall be dealt as per the procedure prescribed in the Policy.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative, pursuant to section 135 of the Companies Act, 2013 and relevant Rules, the Board has constituted the CSR Committee and has identified a Public Trust which undertakes projects towards promotion of education, medical facilities, women empowerment, sanitation etc. These projects are in accordance with the Schedule VII of the Companies Act, 2013 and the Company's CSR Policy. The Report on CSR Activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure 'E' forming a part of this Report. Certain projects have been identified which are being implemented over a period of couple of years. Amount had been / would be released as and when demanded and expenses incurred on the said projects.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy is explained in Corporate Governance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

As discussed above, merger of APL Engineering Services Pvt Ltd. with the Company is in its advanced stage and APL Engineering Services Pvt Ltd has received final Order from the Bombay High Court in the merger matter. Minutes of the Order has been uploaded on the website of the Company. A petition of the Transferee Company for confirmation of the merger has also been admitted in the Gauhati High Court, Assam.

CORPORATE GOVERNANCE

Corporate Governance means the system of rules, practices and processes by which a company is directed and controlled. It essentially involves balancing the interests of many stakeholders in a company - these include its shareholders, customers, suppliers, financiers, government and the community. Since corporate governance also provides the framework for attaining company's objectives, it encompasses practically every sphere of management from action plans and internal controls to performance measurement and corporate disclosure.

Corporate Governance is based on two principles i.e. Transparency and Accountability. It is a reflection of our culture, policies, our relationship with stakeholders and our commitment to values. The Company has complied with the mandatory provisions of Corporate Governance.

As prescribed under the Listing Agreement of the Stock Exchanges, a separate Report on Corporate Governance appears after this report. A certificate from M/s. S.K. Makhija & Associates, Practicing Company Secretaries with regard to compliance of the Corporate Governance Code by the Company is annexed hereto and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is presented in a separate section forming part of the Annual Report.

APPRECIATION:

Your Directors express their gratitude for the consistent support and co-operation received from all its Customers, Collaborators, Government Agencies, Financial Institutions, Bankers, Debenture Trustees, Suppliers, Shareholders, Debenture holders, Employees and other Associates who have reposed their continued trust and confidence in the Company.

For and on behalf of the Board

HEMANT KUMAR RUIA

Place : Mumbai Chairman & Date : 27.08.2015 Managing Director

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting their 39th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

(Rs. in Lakhs)

FINANCIAL RESULTS For the year ended For the year ended

FINANCIAL RESULIS 31.03.2014 31.03.2013

Income from sale of products 25976.26 20803.22

Profit before Interest, Depreciation and Taxes 1824.87 1458.55

Less : Interest 919.89 877.72

Depreciation 184.44 152.90

Profit before Tax 720.54 431.22

Provision for taxation 216.48 120.52

Profit after Tax 504.06 310.70

Balance of profit brought forward from the previous year 2111.02 1832.29

Proposed Dividend on :-

Equity Shares 55.02 27.51

Corporate Dividend Tax 9.35 4.46

Balance of Profit carried to Balance Sheet 2550.72 2111.02

DIVIDEND:

Your directors are pleased to recommend a Dividend of Rs. 1/- per Equity Share of Rs. 10/- each, i.e. 10% subject to approvals.

OPERATIONS AND FUTURE PROSPECTS:

The year 2013-14 had been a year of uncertainty and unforeseen challenges keeping in view the political and economic conditions prevalent in the Country. Your Company had shown its resilience in such challenging situations by delivering better turnover and profit for the year 2013-14. The highlights of the Company''s performance are as under:

- Revenue from operations increased by approximately 25% to Rs. 25976.26 Lacs

- Exports Revenue increased by approximately 13.34% to Rs. 11476.68 Lacs.

- Profit before Tax increased by over 67% to Rs. 720.54 Lacs

- Net Profit increased by 62.23% to Rs. 504.06 Lacs.

The total net revenue of the Company was Rs. 24364.72 Lacs and the consolidated total revenue of the Company was Rs. 24417.28/- Lacs which includes revenue from services of Rs. 79.01 Lacs. During the year under review, the revenue from operations is higher from the domestic markets as compared to last year wherein the Company had almost equal contribution of both domestic as well as the export revenue. The Company has been able to achieve substantial rise in the turnover but the higher Financial costs had been the burden in achieving higher profits for the Company.

EXPORTS:

During year ended 31st March, 2014, your Company''s export earning was Rs. 11476.68 Lacs which was higher than the last year being Rs. 10,126.16 Lacs. Although this year the Company had higher Exports as compared to last year the contribution to total turnover in the current year was approximately 44.18% as compared to last year which was almost 49%. The Company has been in the international markets for more than a decade and export revenue has always been a significant element in Company''s growth.

ISO CERTIFICATION:

The company has an ISO 9001:2008 certification which is valid till 13th January, 2016. Periodic Audit has been conducted by Det Norske Veritas (DNV) in continuation of the certification and recorded noteworthy efforts in specific focus areas. QMS (Quality Management System) is focusing 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 QMS (Quality Management System), APL has IMS (Integrated Management System) for ISO 14001:2004 and OHSAS 18001:2007 certifications which are valid up to 9th April 2016.

ISO 14001:2004 (Environmental Management System) certification relates to conservation of natural resources resulting in maintaining clean environment, safe work place, safe operations, commitment to compliance and healthy atmosphere. As such, the Company is committed to ensure minimum impact to environment through its operations.

OHSAS 18001:2007 (Occupational Health and Safety Assessment Series) certification relates to safety and health of working people. Various measures have been taken by the Company in order to ensure compliance in its true spirit.

RS (Responsible sourcing): APL has become a Member in SEDEX website since 4th December 2013 after going through the SMETA (SEDEX Members Ethical Trade Audit) 4-Pillar Audit conducted by DNV. SEDEX is an online database that enables suppliers to share information with their customers on their responsible trading practices (Health & Safety, Labor Standards, the Environment and Business Ethics). The Company is in the process of obtaining ISO EFFCI GMP for Good Manufacturing Practices.

CREDIT RATING:

The Credit rating agency, Credit Analysis and Research Ltd. (CARE) has assigned a short term credit rating of A4 (A Four Plus) and long term rating of BB (Double B Plus) to the financial facilities availed by the Company. The Company looks forward to upgrade those ratings in the current financial year.

REACH COMPLIANCE:

The Company has done Pre-Registration of most of the products having export potential to Europe.

DIRECTORS:

With the implementation of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking approval for appointment of Mr. Kailashchandra Kesardeo Seksaria, Dr. Pandurang Hari Vaidya, Dr. Mithilesh Kumar Sinha, Mr. Arun Shanker Nagar and Mr. Brijmohan Jindel as Independent Directors for a period of five consecutive years for a term upto September 28, 2019. Detailed information is mentioned in the Explanatory Statement under Section 102(1) of the Companies Act, 2013 annexed to the notice convening the Annual General Meeting of the Company.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Nimisha Minesh Dutia was appointed as an Additional Director w.e.f. August 27, 2014 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing her name for appointment as a Director of the Company.

All the above mentioned Directors of the Company have confirmed that they are not disqualified from being appointed as Director in terms of Section 164 (2) and Rule 14 (1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

AUDITORS:

M/s Bhandari Dastur Gupta & Associates, Chartered Accountants (Firm Registration No. 119739W), Mumbai, Auditors of the Company, hold office until conclusion of the ensuring Annual General Meeting and are eligible for re- appointment. The requisite certificate under section 139(1) of the Companies Act, 2013 has been received from them as provided under section 139 of the Act. The Directors have proposed appointment of Auditors till the conclusion of 42nd Annual General Meeting that will be held in the year 2017 subject to ratification in the Annual General Meeting every year.

COST AUDITOR:

The Company has appointed M/s Anikhindi, Joshi & Co., Cost Accountants, Kolhapur as Cost Auditors of the Company for the financial year 2014-2015.

STATUTORY DISCLOSURES:

INSURANCE:

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

SUBSIDIARY COMPANIES:

The Management is pleased to report that APL Infotech Ltd''s Pipe leak detection software has been customized, operational and execution of order is in progress. The Company has renewed its arrangement with a major Software Company for marketing this software package and is making steady progress with various prospective customers.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the financial statements of subsidiary companies are not being attached with the Annual Accounts of the Company. However, the financial information of the subsidiary companies are disclosed in the Annual Report. In addition, the Annual Accounts of subsidiary companies have been kept at the Registered/Head Office of the Company and can be inspected and copies can be obtained by members during office hours till the date of Annual General Meeting of the Company. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

Status of Amalgamation of APL Engineering Service Private Limited with Amines & Plasticizers Limited.

On 13th February, 2013, the Board of Directors of the Company at its meeting proposed amalgamation of APL Engineering Services Private Limited (wholly owned subsidiary) with the company. Both the Transferor and the Transferee Companies are Group Companies and one of the business activities of Amines & Plasticizers Limited is to erect pilot plants, fabrication work and other Engineering works for its customers. Whereas, APL Engineering Services Private Limited is engaged in providing services for integrated design, engineering, procurement, construction, installation and project management for all types of engineering projects, including taking up heavy fabrication jobs from external as well as from Parent Company. The proposed Scheme of Amalgamation would result in business synergy and consolidation of business activities of these companies. The Company had taken all necessary steps in order to expedite the process.

The Company had received observation letter from the Bombay Stock Exchange (BSE) dated 26.06.2013. The Company had moved applications in Guwahati High Court and Bombay High Court and waiting for final directions.

FIXED DEPOSITS:

The Company has not accepted or renewed any Deposits from public during the year under review and there is no unpaid or unclaimed deposits lying with the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, prescribed particulars as applicable is annexed hereto as Annexure ''A'' and forms part of this Report.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall under the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, during the year under report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors on the Board confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures wherever applicable;

2) The Directors had 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 at the end of the financial year and of the profit of the Company for the year under review;

3) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The Directors have prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

CORPORATE GOVERNANCE

Corporate Governance means the system of rules, practices and processes by which a company is directed and controlled. Corporate governance essentially involves balancing the interests of many stakeholders in a company- these include its shareholders, customers, suppliers, financiers, government and the community. Since corporate governance also provides the framework for attaining company''s objectives, it encompasses practically every sphere of management from action plans and internal controls to performance measurement and corporate disclosure.

Corporate Governance is based on two principles

i.e. Transparency and Accountability. Corporate Governance is a reflection of our culture, policies, our relationship with stakeholders and our commitment to values. The Company has complied with the mandatory provisions of Corporate Governance.

As prescribed under the Listing Agreement of the Stock Exchanges, a separate Report on Corporate Governance appears after this report. A certificate from M/s. S.K. Makhija & Associates, Practicing Company Secretaries with regard to compliance of the Corporate Governance Code by the Company is annexed hereto and forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs vide General Circular No. 2/2011 dated February 8, 2011 had granted exemption to companies from the requirement of attaching to their Annual Report, balance sheet, statement of profit and loss and the report of the directors and auditors in respect of their subsidiary companies, provided the Statement pursuant under Section 212 of the Companies Act, 1956 is enclosed for the information of members.

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report. Though only a part of your Company''s business is conducted through its subsidiaries, your Directors believe that the consolidated accounts provide a more accurate representation of the performance of your Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock

Exchange, is presented in a separate section forming part of the Annual Report.

APPRECIATION:

Your Directors express their gratitude for the consistent support and co-operation received from all its Customers, Collaborators, Government Agencies, Financial Institutions, Bankers, Suppliers, Shareholders, Employees and other Associates who have reposed their continued trust and confidence in the Company.

For and on behalf of the Board

HEMANT KUMAR RUIA

Place : Mumbai Chairman &

Date : 27.08.2014 Managing Director

---

Mar 31, 2012

The Members,

The Directors have pleasure in presenting their Thirty Seventh Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

(Rs. in Lakhs)

For the year ended For the year ended FINANCIAL RESULTS 31.03.2012 31.03.2011

Income 18968.71 18979.74

Profit before Interest, Depreciation and Taxes 1360.06 1003.44

Less: Interest 805.36 625.83

Depreciation 125.69 76.41

Profit before Tax 429.01 301.20

Provision for taxation 122.17 88.67

Profit after Tax 306.84 212.53

Balance of profit brought forward from the previous year 1557.42 1365.77

Proposed Dividend on:

Equity Shares 27.51 -

Preference Shares - 1.29

Corporate Dividend Tax 4.46 0.21

Balance of Profit carried to Balance Sheet 1832.29 1557.42

DIVIDEND:

Your Directors are pleased to recommend a Dividend of 50 paise per Equity Share (i.e. 5%) on 55,02,000 Equity Shares of Rs. 10/- each, subject to approvals.

OPERATIONS AND FUTURE PROSPECTS:

During the year under review, the Company had a total income of Rs. 18968.71 Lacs as against Rs. 18979.74 Lacs in the previous year. The profit before tax was Rs. 429.01 Lacs from Rs. 301.20 Lacs, which shows a jump of more than 42% as compared to the previous year. The profit after tax was Rs. 306.84/- Lacs as compared to last year of Rs. 212.53 Lacs grown at the rate of more than 44%.

The Company's profitability improved due to the various expansions carried out in the last year and also in the current year. The Company has concentrated more on its manufacturing activities and revenue from trade activities were minimal. With the increase in production range and expansion in capacities there was an overall improvement in the Revenue from manufacturing activities.

During the year under review, in spite of the market pressure, stiff competition and other operational challenges, there was greater demand for the Company's products. However, due to steep increase in the prices of raw materials consumed and ever increasing interest cost had put a lot of pressure on the bottom line of the Company. The following chart depicts the comparative sales figures for last three years.

EXPORTS:

Your Company's Export Turnover has risen phenomenally in the current year to Rs. 9335.66 Lacs as compared to the previous year of Rs. 4458.69 Lacs. The Company could achieve such a remarkable performance due to its concerted efforts in tapping Overseas clients through aggressive Marketing Worldwide.

ISO CERTIFICATION:

The Company has an ISO 9001: 2008 certification (valid up to 13th Jan. 2013) wherein main emphasis is on saving cost by conserving natural resources. Further, Det Norske Veritas (DNV) has carried out "Surveillance Audit" for OHSAS 18001: 2007 and Environement Management System ISO 14001: 2004 across your Company's installation.

As reported in the last years' Director's Report, the Company had taken measures to obtain ISO 14001:2004 & 18001:2007 Certification and now it is valid till 09th April, 2013.

ISO 14001:2004 Certification relates to conservation of Natural Resources whereby the environment becomes less polluted. Therefore, it is committed to ensure minimum impact to environment through its operations. OHSAS 18001:2007 Certification relates to Safety and Health. Various measures have been taken by the Company in order to ensure compliance in its true spirit.

CREDIT RATING :

As required under BASEL II Norms stipulated by RBI for Credit facilities availed by the Company, the Company had obtained Credit ratings for its Credit facilities. ICRA Limited has assigned credit rating BB for long term limits and A4 for short term limits.

RESEARCH & DEVELOPMENT:

The Company continues its thrust on R&D efforts. With the continuous efforts on its R&D activities, the Company has yielded good results in developing Ethoxylated and Propoxylated products range which have been quite well accepted in the world market. The Company's concentration on high purity and quality products are well accepted in Cosmetics and Pharmaceutical industries. The Company has developed Alkoxylated products which has bright future for tyre and rubber applications in the automobile industry. The product has been accepted by some of the most reputed manufacturers. The R&D efforts for developing low impurity profile products receives good reception in the cosmetic industry and is well accepted in the International market.

REACH COMPLIANCE:

The Company completed the pre-registration of all relevant chemical products, having export potential to EU Market, under REACH. All these products have also been notified under CLP (Classification, Labeling & Packaging)to ECHA (European Chemical Agency), a REACH-related compliance which is mandatory.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. A. S. Nagar and Mr. B. M. Jindel, Directors, retire by rotation and are eligible for re-appointment. The Board recommends their reappointment.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorships and memberships / chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Notice forming part of the Annual Report.

AUDITORS:

M/s. D. Basu & Co. (Firm Regn. No: 301111E) Kolkata, expressed their unwillingness to be re-appointed as Auditors of the Company, and the office of the Auditor stands to be vacated by them. M/s. Lodha & Co., (Firm Regn. No: 301051E) Mumbai, Chartered Accountants, the other joint Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company.

COST AUDITOR:

The Company has appointed M/s Anikhindi, Joshi and Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2012-13 applicable to the Company vide MCA Circular G.S.R. 429 dt. 3rd June, 2011.

STATUTORY DISCLOSURES:

INSURANCE:

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

SUBSIDIARY COMPANIES:

The Management is pleased to report that the Company's 100% subsidiary company, APL Engineering Services Pvt Ltd. have begun its commercial operation during the year under review. Tie ups have been established with various major manufacturers and order book position is satisfactory.

APL Infotech Ltd. has received a major Overseas order and customization is in progress. The Company has tied up with one of the largest software company in India for marketing of its Software in India and Overseas. The detailed activities of Subsidiary Companies have been reported in the Management Discussion Analysis annexed to the Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the financial statements of subsidiary companies are not being attached with Annual Accounts of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report. In addition, the Annual Accounts of subsidiary companies have been kept at the Registered/Head Office of the Company and can be inspected and obtained by members during office hours till the date of Annual General Meeting of the Company. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

FIXED DEPOSITS:

The Company has not accepted or renewed any Deposits from public during the year under review and there is no unpaid or unclaimed deposits lying with the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, prescribed particulars as applicable is annexed hereto as Annexure 'A' and forms part of this Report.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall under the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the year under report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors on the Board confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures wherever applicable;

2) The Directors had 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 at the end of the financial year and of the profit of the Company for the year under review;

3) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The Directors have prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

CORPORATE GOVERNANCE:

Corporate Governance primarily involves compliances with all statutory requirements under the applicable laws, and to maintain higher standards of commitment, transparency, accountability, financial prudence in the better interest of its stakeholders. The Company has complied with the mandatory provisions of Corporate Governance. As prescribed under the Listing Agreement of the Stock Exchanges, a separate report on Corporate Governance appears after this report. A certificate from M/s. VKM and Associates, Practicing Company Secretaries with regard to compliance of the Corporate Governance Code by the Company is annexed hereto and forms part of this report. Further, a separate Management Discussion & Analysis Report is also enclosed with this report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report. Though only a part of your Company's business is conducted through its subsidiaries, your Directors believe that the consolidated accounts provide a more accurate representation of the performance of your Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

APPRECIATION:

Your directors would like to express their appreciation for the assistance and co-operation received from all its Customers, Collaborators, Government Agencies, Financial Institutions, Bankers, Suppliers, Shareholders, Employees and other associates who have reposed their trust and confidence in the Company.

For and on behalf of the Board

HEMANT KUMAR RUIA

Chairman & Managing Director

Place : Mumbai

Date : 29.05.2012

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Mar 31, 2010

The Directors have pleasure in presenting their Thirty Fifth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

(Rupees in Lakhs)

FINANCIAL RESULTS For the year ended For the year ended 31.03.2010 31.03.2009

Income 17069.74 16151.46

Profit before Interest, Depreciation and Taxes 1089.79 1085.09

Less : Interest 519.70 496.40

Depreciation 68.84 65.51

Profit before Tax 501.25 523.18

Provision for taxation 199.35 180.75

Profit after Tax 301.90 342.43

Balance of profit brought forward from the previous year 1131.40 842.95

Arrears of Preference Dividend - 43.43

Proposed Dividend on:

Preference Shares 2.71 2.71

Equity Shares 55.02 -

Corporate Dividend Tax 9.81 7.84

Balance of Profit carried to Balance Sheet 1365.77 1131.41

DIVIDEND:

Your Directors are pleased to recommend Dividend of Rs.14/- per Share (i.e. @ 14% p.a.) on 19,385 Redeemable Cumulative Preference Shares of Rs.100/- each for the year 2009-2010 and Re.1/- per Share (i.e. 10%) on 55,02,000 Equity Shares of Rs.10/- each subject to approvals.

OPERATIONS AND FUTURE PROSPECTS:

During the year under review, the income of the Company grew marginally by 5.68% to Rs.17069.74 Lakhs as against Rs.16151.46 Lakhs in the previous year. The Profit before tax was lower at Rs.501.25 Lakhs from Rs.523.18 Lakhs in the previous year. The Profit after tax for the current year stood at Rs. 301.90 Lakhs as against Rs.342.43 Lakhs during the previous year.

During the year under review in spite of the recessionary trend in the global market, the Companys products enjoyed a reasonably good demand. Sales in the domestic market were higher as compared to exports.

In the current year, due to the strengthening of the Rupee, the realizations are lower as compared to earlier years. However, the company continues its thrust on international and domestic sales.

Your Company in-coordination with the shut down of a major raw-material supplier also closed its Plant for about 45 days and has undertaken a major expansion work for increasing its capacities in certain products. The expansion would be completed in the 2nd quarter of the current year.

The company is also putting up a new

ethoxylation plant for catering to various specialty products for which it is in talks with a major Multi National Company. The Plant and Machinery has already been ordered and erection is in process.

The benefits of the expansion and the new ethoxylation plant would accrue from the 3rd quarter of the current year.

EXPORTS:

The export revenue of the Company was Rs. 5104.36 Lakhs as compared to Rs. 854955 Lakhs during the previous year. The Companys exports were lower primarily due to global uncertainty and the lower demand in international market due to the recessionary trend. The demand for the Companys specialty products in the international market continued and helped to a great extent in generating exports revenue during the year under review.

As reported earlier, the technology developed by the Company for Pressure Swing Adsorption with a reputed technical institute has been commissioned and is working to the full satisfaction of the customer. The Company is trying to develop this business further during the current year.

ISO CERTIFICATION:

During the year under review, ISO 9001:2000 certification has been upgraded to 9001:2008 wherein main emphasis is on saving cost by conserving natural resources. Further, the Company has also obtained ISO 14001:2004 and OHSAS 18001:2007 Certification from DNV.

ISO 14001:2004 Certification relates to conservation of natural resources whereby the environment becomes less polluted. OHSAS 18001:2007 Certification relates to Safety and Health. Various measures have been taken by the Company in order to ensure compliance.

REACH COMPLIANCE:

As reported earlier the Company pre-registered all the products being exported under "The Registration Evaluation Authorization and Restriction of Chemicals" (REACH) and has obtained the required pre- registration numbers.

CREDIT RATING:

As required under BASEL II Norms stipulated by RBI for Credit facilities availed by the Company, the Company had obtained BB+ Credit rating from CRISIL.

RESEARCH & DEVELOPMENT:

As the future of the Pharma Industry looks very bright, thanks to globalization, the Companys R&D efforts are focused in the development of new Drug Intermediates, impurity profiling of the same and analytical method development. Our R&D also concentrates on process development/ improvement to make our products competitive with emphasis on plant friendliness, improving selectivity and reducing effluents generation. With development of Contract Manufacturing based on our Quality Production Standards and dedicated research on the anvil, the Company is looking forward to excellent business and growth opportunities in future.

In the field of Petro Chemicals, the Company continued its R & D efforts in developing new products/formulations for the Oil & Gas, Refineries, Fertilizer units and Steel Plants, besides making tailor-made Gas Treating Specialty Solvents, as per customer requirements, depending on our High-Tech Simulators induced results. It is noteworthy that, the performance of your Companys Specialty Gas Treating Solvents based on Methyl Diethanolamine (MDEA) are well appreciated all over the world, despite stiff competition from giant multinationals.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. B. M. Jindal and Dr. M. K. Sinha, Directors, retire by rotation and are eligible for re-appointment. The Board recommends their reappointment.

AUDITORS:

M/s. D. Basu & Co. ( Firm Regn No: 301111E ) Kolkata, and M/s. Lodha & Co., (Firm Regn No: 301051E) Mumbai, Chartered Accountants, Auditors of the Company, hold office until conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956. The Audit Committee of the Board has recommended the re-appointment of M/s. D. Basu & Co. & M/s. Lodha & Co. as Auditors of the Company for a further term.

STATUTORY DISCLOSURES:

REDEMPTION OF PREFERENCE SHARES:

19385, 14% Redeemable Cumulative Preference Shares of Rs.100/- each have been proposed to be redeemed at par out of distributable profits. Necessary steps are being taken for its redemption and a special resolution to this effect has been included in the Notice of the ensuing Annual General Meeting for the consideration of the Members of the Company.

INSURANCE:

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

SUBSIDIARY COMPANIES:

APL Engineering Services Private Limited, a 100% Wholly Owned Subsidiary of your Company received orders for Fabrication and supply of Pressure Vessel. These orders were executed and completed during the year under review. The Pressure Vessels supplied are working to the complete satisfaction of the customer. The Company is setting up its own manufacturing and fabrication unit at Vadval, Khopholi. All required Plant and Machinery are in the final stages of erection. The plant is expected to be commissioned in the 2nd quarter of the current Financial Year.

As reported earlier, APL Infotech Limited, a subsidiary of your Company is engaged in the field of software development and trials of its software are being done on a multiple Oil Line belonging to one of the leading Companies in India. The trials so far have been encouraging. A simultaneous effort to show case and have field trials in another gas transmission companys gas pipeline is on.

As per the exemption order number: -47/121/2010-CL-lll dt. 03/03/2010 passed by the Central Government under Section 212 (8) of the Companies Act, 1956, the financial statements of the subsidiary companies have not been attached. However, a statement under Section 212 (3), which also contains relevant information in terms of the exemption order, is attached. The Annual Accounts of subsidiary Companies have been kept at the Registered/Head Office of the Company and can be inspected and obtained by members during office hours till the date of Annual General Meeting of the Company.

FIXED DEPOSITS:

The Company has not accepted or renewed any Deposits from public during the year under review and there is no unpaid or unclaimed deposits lying with the Company.

BALANCE SHEET ABSTRACT & COMPANYS GENERAL BUSINESS PROFILE:

Information pursuant to Department of Company Affairs Notification relating to the Balance Sheet Abstract and Companys General Business Profile is given in the Annual Report for the information of the Shareholders.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, prescribed particulars as applicable is annexed hereto as Annexure A and forms part of this Report.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall under the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the year under report.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors on the Board confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures wherever applicable;

2) The Directors had 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 at the end of the financial year and of the profit of the Company for the year under review;

3) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The Directors have prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

CORPORATE GOVERNANCE:

Corporate Governance primarily involves adherence to regulatory framework, financial prudence, fair and transparent process and reporting systems. The Company has complied with the mandatory provisions of Corporate Governance. As prescribed under the Listing Agreement of the Stock Exchanges, a separate report on Corporate Governance appears after this report. A certificate from M/s. VKM and Associates, Practicing Company Secretaries with regard to compliance of the Corporate Governance Code by the Company is annexed hereto and forms part of this report. Further, a separate Management Discussion & Analysis Report is also enclosed with this report.

APPRECIATION:

Your directors would like to record sincere appreciation of the support and co-operation that your Company received from all the Customers, Collaborators, Government Agencies, Financial Institutions, Bankers, Suppliers, Shareholders, Employees and others who have reposed their trust and confidence in the Company.

For and on behalf of the Board

HEMANT KUMAR RUIA

Place : Mumbai Chairman &

Date : 28/05/2010 Managing Director