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Amines & Plasticizers Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 176.06 Cr. P/BV 2.15 Book Value (₹) 14.89
52 Week High/Low (₹) 41/26 FV/ML 2/1 P/E(X) 10.72
Bookclosure 16/03/2020 EPS (₹) 2.99 Div Yield (%) 0.94
Year End :2018-03 


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.


(Rs. in lakhs)


Consolidated Year Ended

Standalone Year Ended





Revenue from Operations





Other Income





Total Income





Profit before Finance Cost, Depreciation & Tax





Finance Costs










Profit before Tax





Less : Tax Expenses





Profit for the year before Minority Interest





Non-controlling Interest





Profit for the year





Other comprehensive Income for the year





Total comprehensive Income for the year






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.


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.


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.


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.



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.


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.


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 09th 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 43rdAnnual 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.


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.


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.


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 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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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


The industrial relations remained cordial during the year under review.


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.


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.


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.


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


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.


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.


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.


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 and briefly explained in the Corporate Governance Report.


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.


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 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.


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

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