Amines & Plasticizers Ltd — AGM Information 2022

Sep 3, 2022

September 3, 2022

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To, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

Dear Sir/Madam,

Sub: Notice of Annual General Meeting of the Company for the Year Ended 31st March, 2022

Scrip Code : 506248

With regard to the captioned matter and in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”, we are enclosing herewith Notice of the 47[th] Annual General Meeting of the Company scheduled to be held on Wednesday, September 28, 2022 at 4.00 P.M (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM) for the year ended 31st March, 2022. Pursuant to Regulation 42 of the Listing Regulations, Register of Members and Share Transfer Books of the Company will remain closed during the period as mentioned below.

Scrip Code, Type of Security & paid-up value	Book Closure date	Purpose
506248, Equity Shares of Rs. 2/- each fully paid.	Friday, 16thSeptember, 2022 to Wednesday, 28thSeptember, 2022 (both days inclusive)	Annual General Meeting of the Company to be held on 28thSeptember, 2022 and Dividend.

Request you to kindly make a note of the same and oblige .

Thanking you, Yours sincerely, For Amines & Plasticizers Limited

Digitally signed by AJAY DEVIDAS PURANIK AJAY DN: c=IN, o=Personal, 2.5.4.20=86077f667fe7e5b116a41b98f83cd 3e5e9936f9617414c2c2dc3646c2a9e4b36, DEVIDAS postalCode=400098, st=Maharashtra, serialNumber=4834597bfe3f6bc8ded35c18 cb6f6d654a9dd64f7ecfbd844b75283b7895 PURANIK 25ac, cn=AJAY DEVIDAS PURANIK Date: 2022.09.03 17:55:36 +05'30'

Ajay Puranik President – Legal & Company Secretary FCS No: 4288 Encl : As above.

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ANNUAL REPORT 2021 - 2022

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NOTICE

NOTICE is hereby given that the Forty Seventh Annual General Meeting (AGM) of the Members of AMINES & PLASTICIZERS LIMITED will be held on Wednesday, 28th September, 2022, at 4.00 PM (IST) through VideoConferencing(VC)/OtherAudioVisualMeans(OAVM), totransactthefollowingbusiness:

ORDINARYBUSINESS:

1. To receive, consider and adopt the Audited Financial Statements (including the Consolidated Financial Statements) for the financial year ended 31st March,2022 together with the Reports of the Board of Directors and theAuditorsthereon.

2. To declare Dividend of 20% i.e 0.40 per Equity Share of face value of 2/- each for the Financial Year ended 31st March 202, 2.

3. ToappointaDirector inplaceofMr.YashvardhanRuia(DIN:00364888)whoretiresbyrotationandbeingeligible, offershimselfforre-appointment.

4. AppointmentofStatutoryAuditorsforatermof 5 years:

Toconsiderand,ifthoughtfit,topassthefollowingresolutionasan OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment (s) thereof for the time being in force) and based on the recommendation of the Audit Committee and the Board of Directors, M/s. S A R A & Associates, Chartered Accountants (Firm Registration No.120927W), be and are hereby appointed as the Statutory Auditors of the Company, for a term of 5 years i.e. from the conclusion of this 47thAnnual General Meeting until the conclusion of the 52nd Annual General Meeting to be held in the year 2027 at a remuneration upto ` 2,40,000/(Rupees Two Lakhs Forty Thousand only) per annum plus applicable taxes and reimbursement of out-of-pocket expenses,for thefinancialyearendedMarch31,2023, andtheBoardofDirectorsbeandisherebyfurtherauthorizedtofinalize the terms and conditions of appointment, including remuneration of the Statutory Auditor for the subsequent remainingperiod,basedontherecommendationoftheAuditCommittee.

RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorized to do all acts and take all such steps as may be necessary,proper and expedient to give effect to this resolution.”

SPECIALBUSINESS:

5. RatificationofRemunerationtoCostAuditors.

Toconsiderand,ifthoughtfit,topass,thefollowingresolutionasan OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 as amended from time to time, M/s A G Anikhindi & Co., Cost Accountants (Firm Registration No. 100049), Kolhapur appointed by the Board of Directors as Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year ending March 31,2023 be paid a remuneration of ` 2,15,000/- (RupeesTwo Lakhs FifteenThousand only) as also the payment of Goods and Service Tax as applicable and re-imbursement of out of pocket expenses incurred in connectionwiththeaforesaidaudit”.

6. RevisioninRemunerationofChairmanandManagingDirector–Mr.HemantKumarRuia(DIN:00029410):

Toconsiderandifthoughtfit,topass,thefollowingresolutionasa SpecialResolution:

“RESOLVED THAT in modification of the earlier resolution passed by the Shareholders of the Company at the 44th Annual General Meeting (AGM) held on 25th September, 2019 and upon the recommendation of the Nomination and Remuneration Committee of the Board and in accordance with the provisions of Sections 196,

NOTICE

AMINES & PLASTICIZERS LIMITED

NOTICE

197,203andotherapplicableprovisions,ifany,readwithScheduleVoftheCompaniesAct,2013asamendedread with Rules made thereunder and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI (LODR) Regulations, 2015”) (including any statutory modification(s) or re-enactment thereof for the time being in force) the consent of the members of the Company be and is hereby accorded for revision in the remuneration payable to Mr. Hemant Kumar Ruia, Chairman and Managing Director of the Company with effect from 1st April,2022 for the remainder of the tenure of his office i.e. till 31st March,2024 and the minimum remuneration payable to him in case of absence or inadequacy of profits in any year,with powers to the Board,which shall include any Committee thereof,to alter,amend,vary and modify thetermsandconditionsofthesaidappointmentandremunerationpayabletohimfromtimetotimeasitdeems fitinsuchmannerasmaybemutuallyagreedupon,onsuchtermsandconditionsasset herein below:

Designation : ChairmanandManagingDirector

1. Period: Theappointmentiseffectivefrom1st April,2019foraperiodofFiveyearsi.e.upto31st March,2024.

2. OverallRemuneration: TheremunerationpayabletohimforaperiodApril1,2022toMarch31,2024shallbeasfollows:

• I. Salary: ` 871000/- per month with annual increment of such amount as may be decided by the Board withintheoverallceilingasmaybepermittedundertheAct.

• II. Perquisites : Perquisitesareclassified intoThreecategoriesA,B,Casfollows:

CATEGORY‘A’

• i) HouseRentAllowance

HousingI:

House Rent Allowances to the extent 50% of the basic salary in case of residence at Mumbai,Kolkata,New DelhiandChennai.

HousingII:

IncasetheaccommodationisownedbytheCompany,10%ofthesalaryshallbedeductedbytheCompany.

HousingIII:

In case the Company provides no accommodation,he shall be entitled to house rent allowance subject to theceilinglaiddowninHousingI.

• ii) Gas&Electricityexpensesatactuals, subjecttoanoverallceilingof5%ofAnnualSalary.

• iii) Bonus@20%oftheAnnualSalaryperyear.

• iv) Medical Reimbursement – Expenses incurred for self and family subject to a ceiling of one month’s salary in ayearortwomonths’salaryoveraperiodoftwoyears.

• v) LeaveTravelConcession–ForselfandfamilyonceinayearaccordingtotherulesoftheCompany.

• vi) Club fees - Fees of clubs, subject to a maximum of two clubs but this will not include admission and life membershipfees.

• vii) Personal Accident Insurance – Premium not to exceed ` 24,000/- in a year. Explanation-Family means the spouseandthedependentchildrenoftheChairmanandManagingDirector.

CATEGORY‘B’

The Chairman and Managing Director shall also be eligible to the following perquisites, which shall not be includedinthecomputationoftheceilingforthepurposeofremunerationorminimumremuneration.

• a) EncashmentofLeaveattheendofthetenure.

• Since,Mr.HemantKumarRuiaisabovetheageof60years,SuperannuationandGratuityEntitlementwillnotbe applicable.

NOTICE

ANNUAL REPORT 2021 - 2022

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NOTICE

CATEGORY‘C’

ProvisionofCarsforuseonCompany’sbusinessandtelephonesatresidencewillnotbeconsideredasperquisites.

Incaseoflossorinadequacyofprofitsinanyfinancialyear,theChairmanandManagingDirectorwillbeentitledto aminimumremunerationbywayofsalaryandperquisitesasspecifiedabovesubjecttothelimitsspecifiedinthat regardinScheduleVtotheCompaniesAct,2013orasamendedfromtimetotime.

Mr. Hemant Kumar Ruia will not be entitled to any sitting fees for attending meetings of the Board of Directors or Committees thereof. He shall not be liable to retire by rotation. The Company shall reimburse to the Chairman and Managing Director, entertainment, traveling and all other expenses incurred by him for the business of the Company. He is also entitled to any loyalty benefit program, keyman insurance policiesasmaybedecidedbytheBoardfromtimetotime.

Subject to the superintendence and control of the Board of Directors,he shall be responsible for the day-to-day managementoftheaffairsoftheCompany.

Theoverallremunerationpayableshallnotexceed ` 2.40 Croresperannum.

Eitherpartygivingtotheotherpartythree-month’snoticeinwritingcanterminatethisagreement.

RESOLVED FURTHER THAT by virtue of powers vested in him and as required under Section 203 of the CompaniesAct,2013,Mr.HemantKumarRuiabealsoentrustedtheroleofChiefExecutiveOfficeroftheCompany.

RESOLVED FURTHER THAT the Board be and is hereby authorized at its discretion from time to time to fix the actual remuneration and/or perquisites of Mr. Hemant Kumar Ruia and revise such remuneration and/ or perquisites from time to time within the statutory limits and to vary/ modify/ amend the terms and conditions of thereappointmentfromtimetotimeasmaybeagreedtobytheBoardandMr.HemantKumarRuia.

RESOLVED FURTHER THAT save and except as aforesaid, the Special Resolution approved and passed by the Members at the 44th AGM of the Company held on 25th September, 2019 with respect to the appointment of Mr.HemantKumarRuia,asChairmanandManagingDirectorshallcontinuetoremaininforceandeffect;

RESOLVED FURTHER THAT the Board of Directors or Company Secretary of the Company, be and are hereby severally authorised to make necessary application if any to such Authorities,as may be required,for seeking its approvaltothesaidappointmentandtodoallsuchacts,deeds,mattersandthingsasmaybenecessary,properor expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto.”

7. Invitation/RenewalofUnsecuredDeposits fromMembers.

Toconsiderandifthoughtfit,topass,thefollowingresolutionasan OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and other applicable provisions, if any, and subject to such conditions, approvals, permissions, as may be necessary, consent of the members of the Company be and is hereby accorded to invite/ accept/renew from time to time unsecured deposits from members of the Company, on such terms and conditions as the Board of Directors may think proper and beneficial for the Company, 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.

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorised to formulate the Scheme,tofilenecessaryformsandtodocompliancesasrequiredundertheCompaniesAct,2013,theCompanies (AcceptanceofDeposits)Rules,2014andotherapplicableprovisions,ifany.

NOTICE

AMINES & PLASTICIZERS LIMITED

NOTICE

8. Maintaining the Registers and Indexes of Members and Copies of Annual Returns at the Corporate / Head OfficeoftheCompanyand/ortheRegistrarandTransferAgentoftheCompany:

Toconsiderand,ifthoughtfit,topassthefollowingresolutionasa SpecialResolution:

“RESOLVEDTHAT in supersession of all earlier resolutions passed by the Members in this regard and pursuant to the provisions of Section 94 and other applicable provisions,if any,of the Companies Act,2013 (‘theAct’) and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the approval of the Members be and is hereby accorded to keep and maintain the registers and other records as required to be maintained by the Company as per Section 88 of the Act and copies of annual returns filed under Section 92 of the Act, together with the copies of certificates and other documents required to be annexedtheretooranyotherStatutorydocumentsasmayberequiredthereunder,attheCorporate/HeadOffice of the Company at Mumbai and / or at office of the Registrar and Transfer Agent of the Company or such other placewheretheofficeoftheRegistrarandTransferAgentoftheCompanyissituatedfromtimetotime.”

RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorized to take all such actions and to do all such acts, deeds, matters, and things as may be considered necessary,desirableandexpedientforgivingeffecttothisresolution.”

Place: Mumbai Date : 12/08/2022

Registered Office : Poal Enclave C/o Pranati Builders Private Ltd, ., Principal J.B. Road, Chenikuthi, Guwahati – 781 003. Assam. CIN: L24229AS1973PLC001446 Website: www.amines.com Email : legal@amines.com Contact : 022 62211000 Fax – 022 24938162

By Order of the Board of Directors For Amines & Plasticizers Limited Sd/Ajay Puranik President (Legal) & Company Secretary Membership No. F4288

NOTICE

ANNUAL REPORT 2021 - 2022

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NOTES

I. GeneralInformation:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act,2013 (“the Act”) setting out material factsconcerningthebusinessunderItemNo.4toItemNo.8oftheaccompanyingNotice,isannexedhereto.The Explanatory Statement also contains the relevant details of the Directors as required by Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard – 2 (“SS-2”) on General Meetings issued by the Institute of CompanySecretariesofIndia(“ICSI”).

2. 2 In view of the COVID-19 pandemic, the Ministry of Corporate Affairs, Government of India (“MCA”) issued General Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021, 21/2021 and 02/2022 dated April 8, 2020, April 13, 2020,May5,2020,January13,2021,December14,2021andMay5,2022,respectively,(“MCACirculars”)allowing, inter-alia, conduct of AGMs by Companies through Video Conferencing/ Other Audio-Visual Means (“VC/ OAVM”) facility upto December 31,2022,in accordance with the requirements provided in paragraph 3 and 4 of the MCA General Circular No.20/2020.In compliance with these Circulars,provisions of the Act and the Listing Regulations, the 47th AGM of the Company is being conducted through VC/ OAVM facility, which does not require physical presence of members at a common venue.The deemed venue for the 47th AGM shall be the Corporate/HeadOfficeoftheCompanyatMumbai.

3. 3 In terms of the MCA Circulars,physical attendance of members has been dispensed with and therefore,there is norequirementofappointmentofproxiesandhencetheProxyFormandAttendanceSlipincludingRouteMap are not annexed to this Notice.However,pursuant to Section 112 and Section 113 of the Act,representatives of the members may be appointed for the purpose of voting through remote e-Voting, for participation in the 47th AGMthroughVC/OAVMfacilityande-Votingduringthe47th AGM.

4. 4 The Register of Members and Share Transfer Books of the Company will remain closed from 16th September, 2022to 28th September, 2022(bothdaysinclusive)forthepurposeofAGM.

5. 5 Attendance of the Members participating in the AGM through VC/OAVM shall be counted for the purpose of reckoningthequorumunderSection103oftheAct.

6. 6 In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2021-2022 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company, RTA or CDSL / NSDL (“Depositories”). Members may note that the Notice and Annual Report 2021-2022 will also be available on the Company’s website www.amines.com, websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of Link Intime IndiaPvt.Ltdatwww.linkintime.co.in.

7. 7 Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules,2014 (as amended),SS-2 issued by the ICSI and Regulation 44 of Listing Regulations read with MCA Circulars,the Company is providing remote e-Voting facility to its members in respect of the business to be transacted at the 47th AGM and facility for those members participating in the 47th AGM to cast vote through e-Voting system.For this purpose,LinkIntime shall provide facility for voting through remote e-Voting, forparticipationthroughVC/OAVMfacility.

8. 8 In case of shareholder’s whose e-mail ID is already registered with the Company/ Link Intime India Pvt.Ltd.,the Registrar and Transfer Agent (‘RTA’)/Depositories, log in details for e-voting shall be sent on their registered e-mailaddress.

9. 9 In case shareholder holding shares in physical mode has not registered his/her e-mail address with the Company/ Link Intime India Pvt.Ltd.,/Depositories,he/she may do so by sending scan copy of a signed request letter mentioning the folio number,complete address,email address to be registered along with scanned selfattested copy of the PAN and any document (such as Driving License, Passport, Bank Statement, AADHAR)

NOTICE

AMINES & PLASTICIZERS LIMITED

supporting the registered address of the Member,by email to the Company’s email address legal@amines.com or to Link Intime India Pvt.Ltd., (UNIT:Amines and Plasticizers Limited),C 101,247 Park,Lal Bahadur Shastri Rd, Surya Nagar, Gandhi Nagar, Vikhroli West, Mumbai, Maharashtra 400083, Tel: 022 49186180, e-mail: rnt.helpdesk@linkintime.co.in.

• 10 Incaseofsharesheldindematmode,theshareholdermaycontacttheDepositoryParticipant(‘DP’)andregister thee-mailaddressinthedemataccountaspertheprocessfollowedandadvisedbytheDP.

• 11 The dividend on Equity Shares,if declared at the AGM,will be paid on or before Thursday,27th October,2022 to thoseMembersortheirmandates:

• (a) whose name appears at the end of the business hours on Thursday, 15th September, 2022 in the list of BeneficialownerstobefurnishedbyDepositoriesinrespectofthesharesheldindematform;and

• (b) to all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as of the close of business hours on Thursday, 15th September,2022.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of shareholders with effect from 1st April, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates.For the prescribed rates for various categories,the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with Link IntimeIndiaPvt.Ltd(incaseofsharesheldinphysicalmode)andDPs(incaseofsharesheldindematmode).

A Resident individual shareholder with PAN who is not liable to pay income tax and who has submitted yearly declarationinFormNo.15G/15H,canavailthebenefitofnon-deductionoftaxatsource.Incasetheshareholder wishes to submit the Form tax exemption they can do so by sending applicable forms duly filled and signed at gogreen@amines.com on or before Thursday,15th September,2022 Shareholders are requested to note that in casetheirPANisnotregistered,thetaxwillbedeductedatahigherrateof20%.

Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, if they have submitted necessary documents, i.e. No Permanent Establishment and Beneficial OwnershipDeclaration,TaxResidencyCertificate,Form10F,anyotherdocumentwhichmayberequiredtoavail thetaxtreatybenefits.

• 12 SEBIRegulationshasmandatedCompaniestocreditthedividendselectronicallytotheMembers’bankaccount. Members holding shares in electronic form are hereby informed that bank particulars registered with their respective DPs, with whom they maintain their demat accounts, will be used by the Company for payment of dividend.Membersholdingsharesinphysical/electronicformarerequiredtosubmittheirbankaccountdetails, ifnotalreadyregistered,asmandatedbySEBI.

• 13 Shareholders holding shares in dematerialised mode are requested to register complete bank account details with the DPs and shareholders holding shares in physical mode shall send a duly signed request letter to the Company’s RTA,Link Intime India Private Limited mentioning the name,folio no.,bank details,self-attested PAN card and original cancelled cheque leaf. In case of absence of name of the first Shareholder on the original cancelled cheque or initials on the cheque,bank attested copy of first page of the Bank Passbook/ Statement of Accountalongwiththeoriginalcancelledchequeshallbeprovided.

• 14 In case the Company is unable to pay the dividend to any Shareholder by the electronic mode, due to nonavailability of the details of the bank account,the Company shall dispatch the dividend warrants / pay order to suchShareholderbypost.

• 15 A separate email communication is being sent to the shareholders, informing the relevant procedure to be adopted by them/documents to be submitted for availing the applicable tax rate. The said communication and draft of the exemption forms and other documents are available on the Company’s website at www.amines.com The resident and nonresident shareholders should send the scanned copies of the requisite documents at gogreen@amines.com on or before September 15, 2022 to enable the Company to determine theappropriateTDS/withholdingtaxrate,asmaybeapplicable.

NOTICE

ANNUAL REPORT 2021 - 2022

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• 16 In terms of Section 152 of the Act, Mr. Yashvardhan Ruia (00364888), Director, shall retire by rotation at the ensuingAGM. Mr.YashvardhanRuia(00364888),beingeligible,offershimselfforre-appointment.

• 17 The Company’s Statutory Auditors, M/s BDG & Associates, Chartered Accountants (FRN : 11973W), having registration number 119739W,are retiring at this AGM after completing two consecutive terms.The Company had received consent cum eligibility certificate from M/s. S A R A & Associates, Chartered Accountants (Firm Registration No.120927W), Mumbai. Accordingly, the Board proposes appointment of M/s.S A R A & Associates,Chartered Accountants,Mumbai for a term of 5 years as detailed at item no.4 of the NoticeandExplanatoryStatement.

• 18 A brief profile of the Director retiring by rotation and proposed to be re-appointed at this AGM, nature of his expertise in specific functional areas, names of companies in which he holds directorship and membership/chairmanship of Board Committee(s),shareholding and relationship between directors interse as stipulatedunderRegulation36ofSEBIListingRegulationsandotherrequisiteinformationasperClause1.2.5of SecretarialStandards–2onGeneralMeetingsareprovidedinAnnexure-AtothisNotice.

• 19 Relevant documents as required by law and referred to in the accompanying Notice and in the Explanatory Statementshallbeavailableforinspectionthroughelectronicmode.Memberscaninspectthesamebysending emailtolegal@amines.comatmutuallyconvenienttime.

All documents referred to in the Notice will also be available for electronic inspection by the Members without paymentofanyfeefromthedateofcirculationofthisNoticeuptothedateofAGM,i.e.28th September,2022.

• 20 SEBI vide its notification dated January 24, 2022 has mandated that all requests for transfer of securities includingtransmissionandtranspositionrequestsshallbeprocessedonlyindematerialisedform.Inviewofthe same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, themembersareadvisedtodematerializetheirholdings.

• 21 SEBI vide its Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialised form only while processing certain prescribed service requests. Accordingly, the members are requested to make service request by submitting a duly filled and signed Form No.ISR-4,the format of which is available on the Company’s website at www.amines.com and on the website of LIIPL at https://web.linkintime.co.in/. Members are requested to note that any service request wouldonlybeprocessedafterthefolioisKYCCompliant.

• 22 In accordance with the provisions of Section 72 of the Act and SEBI circulars, the facility for nomination is available for the members of the Company in respect of the shares held by them.Members who have not yet registered their nomination are requested to register the same by submitting the Form No.SH-13.If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination,he/she may submit the same inFormNo.ISR-3orFormNo.SH-14,asthecasemay be.ThesaidformsareavailableontheCompany’swebsiteat www.amines.com.MembersarerequestedtosubmitthesaiddetailstotheirrespectiveDP,incasethesharesare held by them in dematerialised form and to the Company/LIIPL,in case the shares are held by them in physical form.

• 23 Members may note that, in terms of the Listing Regulations, equity shares of the Company can only be transferredindematerialisedform.

• 24 The Company has connectivity with both the Depositories i.e., Central Depository Services (India) Ltd. (CDSL) andNationalSecuritiesDepositoryLimited(NSDL)andISINNo.isINE275D01022.

• 25 UnclaimedDividends:

• a. Members of the Company are requested to note that as per the provisions of Section 124(5) and Section 124(6) of the Act, dividends not encashed / claimed by the Member of the Company, within a period of seven years from the date of declaration of dividend, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF), also all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to the Demat Account of IEPF Authority notifiedbytheMCA(‘IEPFDematAccount’).

NOTICE

AMINES & PLASTICIZERS LIMITED

Reminder letters dtd July 07, 2022 have been sent to all the shareholders, whose shares are liable to be transferredtothesaidFund.Shareholdersarerequestedtoclaimtheirunpaid/unclaimeddividend,ifanyon equity shares to avoid any transfer of shares or dividend in the future to the IEPF Account.No claim shall lie against the Company in respect of these equity shares post their transfer to IEPF. Upon transfer, the ShareholderswillbeabletoclaimtheseequitysharesonlyfromtheIEPFAuthority.

Members/ claimants whose shares,unclaimed dividend have been transferred to the IEPF,as the case may be,may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF- 5 (available on iepf.gov.in) along with requisite fees,if any,as decided by the IEPF Authority from time to time. TheMember/ClaimantcanfileonlyoneconsolidatedclaiminafinancialyearaspertheIEPFRules.

• b. DetailsofUnclaimedDividendandSharesattachedtheretoonWebsite:

The details of the unpaid/unclaimed dividend are available on the website of the Company i.e. www.amines.com

• c. Amounts of dividend remaining unclaimed/ unpaid for a period of seven consecutive years are required to be transferred to the‘Investor Education and Protection Fund’.Accordingly,unpaid dividend up to the year endedMarch31,2014,hasalreadybeentransferredtothesaidFund.

• d. Members who have not encashed their dividend warrants for the year ended March 31, 2015 or any subsequentyear(s)arerequestedtolodgetheirclaimswiththeRTAattheearliest.

Detailsofdividenddeclaredforthepreviousyearsaregivenbelow:

|Financial
year|Date of
Declaration|Face Value
( )
of Shares
|Dividend per<br>( )<br>share<br>|Due Date of the proposed transfer
to the Investor Education and Protection Fund|
|---|---|---|---|---|
|2014-15
2015-16
2016-17
2017-18
2018-19
2019-20
2020-21|23.09.2015
16.03.2016
27.09.2017
27.09.2018
25.09.2019
04.03.2020
23.09.2021|2
2
2
2
2
2
2|0.20
0.20
0.30
0.30
0.30
0.30
0.40|26/10/2022
19/04/2023
30/10/2024
30/10/2025
02/11/2026
09/04/2027
26/10/2028|

Shareholders who have not so far claimed their dividend for any financial years are also advised to claim it from theCompanyorLinkIntimeIndiaPvt.Ltd.,Mumbai.

• 26

• Membersarerequestedto:

• (a) intimate to the Company’s RTA,changes,if any,in their registered addresses at an early date,in case of shares heldinphysicalform;

• (b) intimatetotherespectiveDP,changes,ifany,intheirregisteredaddresses/emailIDorbankmandatestotheir DPwithwhomtheyaremaintainingtheirdemataccounts.

• (c) quotetheirFolioNumbers/ClientID/DPIDandcontactdetailsinallcorrespondence;and

• (d) consolidate their holdingsinto one Folioin case they hold shares under multipleFoliosin the identicalorder ofnames.

• 27 In terms of SEBI circular dated December 9,2020 on e-Voting facility provided by Listed Companies,Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.Shareholders are required to update their mobile number and emailIDcorrectlyintheirdemataccountinordertoaccesse-Votingfacility.

NOTICE

ANNUAL REPORT 2021 - 2022

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II. InstructionsforattendingtheAGMandElectronicVoting:

A GeneralInstructions

1. PursuanttoSection108oftheAct,readwithRule20oftheCompanies(ManagementandAdministration)Rules, 2014 and Regulation 44 of the SEBI Listing Regulations,as amended from time to time,the Company is pleased to provide its Members the facility of remote e-voting to exercise their right to vote at the 47th AGM.Link Intime (I) Pvt Ltd (LIIPL) will be providing facility for voting through remote e-voting, for participation in the AGM throughVC/OAVMfacilityande-votingduringtheAGM.

2. The cut-off date for the purpose of determining the Members eligible for participation in remote e-voting (e-voting from a place other than venue of the AGM) and voting at the AGM through e-voting system is 21st September,2022(‘Cut-offDate’).

3. Any person,who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice, holds shares as on Cut-off Date, may obtain the login ID and password by sending a request at enotices@linkintime.co.in in with a copy marked to the Company on legal@amines.com. However, if the Member is already registered with LIIPL for remote e-voting,then he/she/it can use his/her/its existing User ID and password for casting the vote.Only a Member who is entitled to vote shall exercise his/her/its vote through e-voting and any recipient of this Notice who has no voting rights as on Cut-off Date should treat the same as intimationonly.

4. 4 Corporate / Institutional Members are required to scan and send a certified true copy of the Board Resolution together with attested specimen signature(s) of the duly authorised representative(s),pursuant to Section 113 of the Act, authorizing their representatives to attend and vote on their behalf at the Meeting. The said Resolution/Authorization shall be sent to the Scrutinizer by e-mail through their registered e-mail address to pcs.skm@gmail.com with a copy marked to the Company at legal@amines.com and upload the same at the E-votingplatformatthetimeofregistration.

5. 5 The Board has appointed Ms.Suman Makhija (FCS No.9925 CP No.13322) of SK Makhija & Associates,Company Secretaries as the Scrutinizer (hereinafter referred to as (‘the Scrutinizer’) to scrutinize the remote e-voting and thevotingprocessattheAGMinafairandtransparentmanner.

6. 6 The Scrutinizer shall after the conclusion of voting at the AGM,unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make,not later than forty eight hours of the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour/against,if any,to the Chairperson or a person authorized in writing,who shall countersign the same and declaretheresultofthevotingforthwith.

7. 7 The Results declared along with the Report of the Scrutinizer shall be placed on the website of the Company www.amines.comandontheLIIPLwebsitehttps://instavote.linkintime.co.inandshallalsobeforwardedto BSE Limited(BSE).

B PROCESSANDMANNERFORATTENDINGTHE47thAGMTHROUGHINSTAMEET

For a smooth experience of AGM proceedings,shareholders who are registered for the event are requested to download and install the Webex application in advance on the device that you would be using to attend the meetingbyclickingonthelinkhttps://www.webex.com/downloads.html/.Shareholdersalsohaveanoptionto click on the URL provided to attend the meeting. Please read the instructions carefully and participate in the meeting. For any support, shareholders may also call the RTA on the dedicated number provided in the instructions.

1. Open the internet browser and launch the URL for Insta Meet https://instameet.linkintime.co.in and register withyourfollowingdetails:-

NOTICE

AMINES & PLASTICIZERS LIMITED

Selectthe “Company” and ‘EventDate’ andregisterwithyourfollowingdetails : -

• i. DematAccountNo.orFolioNo:Enteryour16digitDematAccountNo.orFolioNo

• Shareholders/membersholdingsharesinCDSLdemataccountshallprovide16DigitBeneficiaryID

• Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8DigitClientID

• Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company

• ii. PAN:Enteryour10-digitPermanentAccountNumber(PAN)(MemberswhohavenotupdatedtheirPANwith theDepositoryParticipant(DP)/Companyshallusethesequencenumberprovidedtoyou,ifapplicable.

• iii. MobileNo.:Enteryourmobilenumber.

• iv. EmailID:Enteryouremailid,asrecordedwithyourDP/Company.

• Click“GotoMeeting”

• Members can log in and join 30 minutes prior to the schedule time of the AGM and window for joining the meeting shall be kept open till the expiry of 15 minutes after the scheduled time.The Company shall provide VC/OAVM facility to Members to attend the AGM.The said facility will be available for 1000 Members on first come first served basis. This will not include large Members (i.e. Members with 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, chairpersons of the audit committee, nomination & remuneration committee and stakeholders’ relationship committee, auditors etc. who are allowedtoattendtheAGMwithoutrestrictiononaccountoffirstcomefirstservedbasis.

InstructionsforShareholders/MemberstoSpeakduringtheAGMthroughInstaMeet:

• i Shareholders who would like to speak during the meeting must register their request mentioning their name, demat account number/folio number, email id, mobile number at AGM.speaker@amines.com at least 7 days priortothedateofAGMi.e.onorbefore4.00p.m.(IST)on Wednesday,September21,2022.

• ii Speakers will only be allowed to express their views/ask questions on first come first served basis during the meeting.The Company reserves the right to restrict the number of speakers depending on the availability of timefortheAGM.

• iii Shareholders who would like to ask detailed questions,may send the same in advance mentioning their name, demat account number/folio number, email id, mobile number at AGM.speaker@amines.com, atleast 7 days prior to the date of AGM i.e.on or before 4.00 p.m.(IST) on Wednesday, September 21, 2022. The same will be replied to bytheManagementattheAGM.

• iv Shareholders will get confirmation on first come first served basis depending upon the provision made by the Company.

• v Shareholderswillreceive‘speakingserialnumber’oncetheymarkattendanceforthemeeting.Shareholdersare requested to speak only when Moderator of the meeting will announce the name and serial number for speaking.

• vi Please remember‘speaking serial number’and start your conversation with panelist by switching on video and audioofyourdevice.

• vii Thoseshareholderswhohaveregisteredthemselvesasaspeakerwillonlybeallowedtoexpresstheirviews/ask questionsduringthemeeting.

C. InstructionsforShareholderstoVoteduringtheAGMthroughInstaMeet:

Once the electronic voting is activated by the scrutinizer/ moderator during the meeting, shareholders/

NOTICE

ANNUAL REPORT 2021 - 2022

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memberswhohavenotexercisedtheirvotethroughtheremotee-votingcancastthevoteasunder:

1. OntheShareholdersVCpage,clickonthelinkfore-Voting“Castyourvote”

2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registeredemailId)receivedduringregistrationforInstaMEETandclickon'Submit'.

3. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against”forvoting.

4. Cast your vote by selecting appropriate option i.e.“Favour/Against”as desired.Enter the number of shares (whichrepresentsno.ofvotes)asonthecut-offdateunder‘Favour/Against'.

5. After selecting the appropriate option i.e.Favour/Against as desired and you have decided to vote,click on “Save”.Aconfirmationboxwillbedisplayed.Ifyouwishtoconfirmyourvote,clickon“Confirm”,elsetochange yourvote,clickon“Back”andaccordinglymodifyyourvote.

6. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note : Shareholders/ Members,who will be present in the Annual General Meeting through Insta Meet facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting willbe eligibleto attend/ participate in the Annual General Meeting through Insta Meet.However,they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadbandforbetterexperience.

Shareholders/MembersarerequiredtouseInternetwithagoodspeed(preferably2MBPSdownloadstream)to avoidanydisturbanceduringthemeeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is thereforerecommendedtousestableWi-FIorLANconnectiontomitigateanykindofaforesaidglitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@linkintime.co.inorcontacton:-Tel:022-49186175.

Remotee-VotingInstructionsforshareholders.

th The remote e-voting period begins on Sunday, 25 September, 2022 at (IST) 09:00 A.M. and ends on Tuesday, 27th September,2022at(IST)05:00P.M.Theremotee-votingmoduleshallbedisabledbyLinkIntimeIndiaPvtLtd for voting thereafter.The Members,whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e.Wednesday,21st September,2022,may cast their vote electronically.The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as onthecut-offdate,being Wednesday,September21,2022.

Pursuant to SEBI circular dated December 9,2020 on e-Voting facility provided by Listed Companies,Individual shareholders holding securities in demat mode can vote through their demat account maintained with DepositoriesandDepositoryParticipants.

Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Votingfacility.

LoginmethodforIndividualshareholdersholdingsecuritiesindematmode/physicalmodeisgivenbelow:

NOTICE

AMINES & PLASTICIZERS LIMITED

	Type of hareholders S		Login Method
Individual Shareholders holding securities in demat mode with NSDL		� If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile.Once the home page of e-Services is launched, click on the“Beneficial Owner”icon under“Login”which is available under‘IDeAS’section.A new screen will open. YouwillhavetoenteryourUserIDandPassword. � After successful authentication, you will be able to see e-Voting services.Click on“Access to e-Voting”under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthemeeting. � If the user is not registered for IDeAS e-Services,option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS“Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp � Visit the e-Voting website of NSDL.Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen.After successful authentication,you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting periodorjoiningvirtualmeeting&votingduringthemeeting.
Individual Shareholders holding securities in demat mode with CDSL		� Existing user of who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication.The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.comandclickonNewSystemMyeasi. � After successful login of Easi / Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL, KARVY,LINKINTIME,CDSL.Click on e-Voting service provider name to cast your vote. � If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi./Registration/EasiRegistration � Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user willbeprovidedlinksfortherespectiveESPwheretheEVotingisinprogress.
Individual Shareholders (holding securities in demat mode) & login through their depository participants		� You can also login using the login credentials of your demat account through yourDepositoryParticipantregisteredwithNSDL/CDSLfore-Votingfacility. � Once login,you will be able to see e-Voting option.Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication,wherein you can see e-Voting feature.Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting periodorjoiningvirtualmeeting&votingduringthemeeting.

NOTICE

ANNUAL REPORT 2021 - 2022

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	Type of hareholders S		Login Method
dividual Shareholders holding ecurities in Physical mode & voting service Provider is INKINTIME.		1. Opentheinternetbrowserandlaunchthe URL:https://instavote.linkintime.co.in � Click on under tab and register with your “Sign Up” ‘SHARE HOLDER’ followingdetails:- A. Shareholders/ members holding shares in physical form shall User ID: provideEventNo+FolioNumberregisteredwiththeCompany. B. Enter your 10-digit Permanent Account Number (PAN) (Members PAN : who have not updated their PAN with the Depository Participant (DP)/ Companyshallusethesequencenumberprovidedtoyou,ifapplicable. C. Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As DOB/DOI : recordedwithyourDP/Company-inDD/MM/YYYYformat) D. Enter your Bank Account Number (last four Bank Account Number : digits), asrecordedwithyourDP/Company. • Shareholders/ members holding shares in but have not physical form recorded‘C’and‘D’,shallprovidetheirFolionumberin‘D’above � Set the password of your choice (The password should contain minimum 8 characters,atleastonespecialCharacter(@!#$&),atleastonenumeral,atleast onealphabetandatleastonecapitalletter). � Click“confirm”(Yourpasswordisnowgenerated). 2. Clickon‘Login’under tab. ‘SHAREHOLDER’ 3. Enter your User ID,Password and ImageVerification (CAPTCHA) Code and click on‘Submit’. 4. Aftersuccessfullogin,youwillbeabletoseethenotificationfore-voting.Select ‘View’icon. 5. E-votingpagewillappear. 6. Refer the Resolution description and cast your vote by selecting your desired option (IfyouwishtoviewtheentireResolutiondetails,click ‘Favour/Against’ onthe filelink). ‘ViewResolution’ 7. After selecting the desired option i.e. Favour / Against, click on A ‘Submit’. confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’,*elsetochangeyourvote,clickon‘No’andaccordinglymodifyyourvote.

Institutional Shareholders :

Institutional Shareholders (i.e.other than Individuals,HUF,NRI etc.) and Custodians are required to log on the e-voting systemofLIIPLathttps://instavote.linkintime.co.inandregisterthemselvesas ‘Custodian/MutualFund/Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc.together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian/MutualFund/CorporateBody’ loginfortheScrutinizertoverifythesame.

Individual Shareholders holding securities in Physical mode & Evoting Service Provider is LINKINTIME, have forgottenthepassword:

• ➥ Clickon ‘Login’ under ‘SHAREHOLDER’ tabandfurtherClick ‘forgotpassword?’

• ➥ Enter UserID, select Mode andEnterImageVerification(CAPTCHA)CodeandClickon ‘Submit’.

• ➤ In case shareholders/ members are having valid email address,Password will be sent to his / her registered e-mail address.

• ➤ Shareholders/memberscansetthepasswordofhis/herchoicebyprovidingtheinformationabouttheparticulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.

NOTICE

AMINES & PLASTICIZERS LIMITED

• ➤ The password should contain minimum 8 characters,at least one special character (@!#$&*),at least one numeral, atleastonealphabetandatleastonecapitalletter.

IndividualShareholdersholdingsecuritiesindematmodewithNSDL/CDSLhaveforgottenthepassword:

• ➤ Shareholders/memberswhoareunabletoretrieveUserID/PasswordareadvisedtouseForgetUserIDandForget Passwordoptionavailableatabovementioneddepository/depositoryparticipantswebsite.

• ➥ It is strongly recommended not to share your password with any other person and take utmost care to keep yourpasswordconfidential.

• ➥ For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutionscontainedinthisNotice.

• ➥ During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s)foraparticular“Event”.

HelpdeskforIndividualShareholdersholdingsecuritiesindematmode:

In case shareholders/ members holding securities in demat mode have any technical issues related to login through Depositoryi.e.NSDL/CDSL,theymaycontacttherespectivehelpdeskgivenbelow:

	Login Type		Helpdesk Details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.:1800 1020 990 and 1800224430
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-23058738or22-23058542-43.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders & evotingserviceProviderisLINKINTIME.

In case shareholders/ members holding securities in physical mode/ Institutional shareholders have any queries regardinge-voting,theymayrefertheFrequentlyAskedQuestions(‘FAQs’)andInstaVotee-Votingmanualavailableat https://instavote.linkintime.co.in, under Help section or send an email to enotices@linkintime.co.in or contact InstaVoteSupportDesk,LinkIntimeIndiaPrivateLimitedat022–49186000.

Place: Mumbai Date: 12.08.2022

By Order of the Board of Directors For AMINES & PLASTICIZERS LIMITED Sd/Ajay Puranik President (Legal) & Company Secretary Membership No. F4288

NOTICE

ANNUAL REPORT 2021 - 2022

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ANNEXURE TO NOTICE

STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 ("THE ACT"): EXPLANATORY STATEMENT FOR RESOLUTION NOS. 4 TO 8 OF THE NOTICE

ResolutionNo:4:-OrdinaryResolution

AppointmentofStatutoryAuditorsforatermof5years:-

InaccordancewiththeprovisionsofSection139,142andotherapplicableprovisionsoftheCompaniesAct,2013(‘the Act’)readwiththeCompanies(AuditandAuditors)Rules,2014andRegulation36(5)of The SEBI(ListingObligations& DisclosureRequirements)Regulations,2015thestatementsetsouthereinbelowallmaterialfacts.

The Company can appoint or reappoint an Audit Firm as Statutory Auditors for not more than two consecutive terms. Accordingly, the existing Firm of Statutory Auditors M/s BDG & Associates, Chartered Accountants (FRN:119739W) havecompleted2consecutivetermswiththeCompany.TheCompanyhadreceivedconsentcumeligibilitycertificate from M/s.S A R A & Associates, Chartered Accountants (FRN:120927W ).The Board of Directors,at its meeting held on August 12,2022,based on the recommendation of the Audit Committee,approved the appointment of M/s. S A R A & Associates, Chartered Accountants (FRN: 120927W) for a term of 5 years to hold the office from the conclusion of the 47th AGM till the conclusion of the 52nd AGM to be held in the year 2027,at a remuneration of ` 2,40,000/(Rupees Two Lakhs Forty Thousand only) per annum plus applicable taxes and reimbursement of out-of-pocket expenses for the financial year ended March 31,2023 and proposed the same for approval of the members.Besides the audit services, the Company would also obtain Limited Review and other certifications which are to be mandatorily received from the statutory auditors under various regulations/requirements. The Remuneration proposed to incoming auditors is in the same range as given to the existing auditors. The Board of Directors and the Audit Committee shall approve the revision in the remuneration of the statutory auditors,for the remaining part of the tenure,based on the performance review and any additional efforts on account of changes in regulations or management processes, business acquisitions,internalrestructuringorotherconsiderations.

M/s. S A R A & Associates, has confirmed that they remain independent, as required by the relevant ethical and independence requirements as enunciated in the Act and the Code of Ethics issued by the ICAI, that are relevant to their audit of the standalone and consolidated financial statements under the provisions of the Act and the Rules made thereunder. They are not under a relationship that would be thought to influence their independence as auditors of the Company/Group. M/s.S A R A & Associates, has consented to their appointment and confirmed that their appointment if made,would be in accordance with Section 139 read with Section 141 of the Act and confirmed that they hold a valid certificate issued by the ‘Peer Review Board of ICAI’. They have also furnished a declaration confirming their independence in terms of section141 of the Act and declared that they have not taken up any prohibited non-audit assignments for the Company. S A R A & Associates has been in the profession for over 21 years and is a Category - I Firm of Chartered Accountants as per ICAI's classification.The Firm has expertise in the areas of Statutory Audits,Internal and System Audits,Bank Audits,PSU’s Audits,IncomeTax,InternationalTax,Transfer Pricing, Tax Planning, Goods and Service Tax, VAT, Service Tax, Restructuring, Management Consultancy, Finance, Corporate Law,Valuation,Mergers and Acquisitions,etc.S A R A & Associates has 12 Partners and 65 Professionals on board with 3 Offices across the Mumbai.Based on the recommendation made by the Audit Committee, after assessing the performanceof M/s. SARA&Associates,andconsideringtheirexperienceandexpertise,theBoardrecommendsthe Appointmentof M/s. SARA&Associates, CharteredAccountantsasStatutoryAuditorsforatermof5years,assetout in the Resolution no.4 for approval of the Members as an Ordinary Resolution.None of the Directors,Key Managerial Personnel, or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

NOTICE

AMINES & PLASTICIZERS LIMITED

As required by Section 102 of the Act, the following explanatory statement sets out all material facts relating to the special businesses mentioned under resolutions Nos. 5 to 8 of the accompanying Notice of the 47th Annual General Meeting.

Resolutionno.5:OrdinaryResolution

RatificationofCostAuditor’sRemunerationFY2022-23:-

The Board of Directors of the Company,on the recommendation of the Audit Committee,approved the appointment and remuneration of M/s A G Anikhindi & Co.,(Firm Registration No.100049) Cost Accountants,Kolhapur,Maharashtra toconducttheauditofthecostrecordsoftheCompanyfortheFinancialYearendingMarch31,2023.

In terms of provisions of Section 148 of the Companies Act,2013 read with Rules made thereunder,the remuneration payable to the Cost Auditor has to be ratified by the Shareholders of the Company. The Board has approved the remuneration of ` 2,15,000/- plus Goods and Service tax and out of pocket expenses if any,of M/s A G Anikhindi & Co., CostAuditorsandtheratificationbytheshareholdersissoughtforthesamebyanOrdinaryResolutionatItemNo.5of theNotice.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are in any way concernedorinterestedinthesaidresolution.

The Board recommends ratification of remuneration of Cost Auditors, as set out in Resolution no.5 of the Notice for approvalbytheMembersasanOrdinaryResolution.

Resolutionno.6: SpecialResolution

RevisioninRemunerationofChairmanandManagingDirector–Mr.HemantKumarRuia(DIN:00029410):-

The Company at its 44th Annual General Meeting held in the year 2019 appointed Mr. Hemant Kumar Ruia (DIN:00029410)astheChairmanandManagingDirectoroftheCompanyforaperiodof5yearseffectiveApril01,2019 to March 31,2024.Pursuant to Section II of Part II of ScheduleV to the Companies Act,2013,the remuneration payable to Mr.Hemant Kumar Ruia was approved for a period ofThreeYears w.e.f.April 1,2019 to March 31,2022.The approval of the Members pursuant to Section 197 of the Companies Act,2013 read with ScheduleV of the Companies Act,2013 as amended from time to time is now sought for the remuneration payable as detailed in the resolution to Mr. Hemant Kumar Ruia as the Chairman and Managing Director of the Company for the period April 1, 2022 to March31,2024.

In accordance with the Schedule V and other applicable provisions of the Companies Act, 2013, on the recommendation made by the Nomination and Remuneration Committee at its meeting held on February 04,2022, the Board of Directors of the Company at its meeting held on even date have (subject to such other approvals as may be necessary),approved the payment of remuneration as detailed in the resolution,as minimum remuneration to Mr. Hemant Kumar Ruia in the absence or inadequacy of profits in any financial year during his remaining tenure i.e.upto March 31,2024.The statement as required under Section II of Part II of the ScheduleV of the Companies Act,2013 with referencetoSpecialResolutionatItemNo.6isannexedheretoas Annexure-B.

The resolution seeks the approval of the members in terms of Sections 196,197,203 read with Schedule V and other applicable provisions of the Companies Act,2013 (including any statutory modifications or re-enactment(s) thereof, for the time being in force) for remuneration to be paid to Mr. Hemant Kumar Ruia as the Chairman and Managing

NOTICE

ANNUAL REPORT 2021 - 2022

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DirectoroftheCompanyfortheremainderperiodof2(Two)yearswitheffectfrom01stApril,2022.

None of the Directors,Key Managerial personnel or their respective relatives other than Mr.Hemant Kumar Ruia and Mr.YashvardhanRuia,whoisrelatedtoMr.HemantKumarRuiaisinanywayinterestedorconcernedintheresolution.

TheBoardrecommendsthespecialresolutionsetforthinItemno.6forapprovalofthemembers.

Resolutionno.7: Ordinary Resolution

Acceptanceof Unsecured DepositsfromMembers:-

Pursuant to Section 73 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014,approval of Shareholders by way of Ordinary Resolution is a prerequisite to accept or renew unsecured deposits by your Company and thus approval of the members is sought for accepting / renewing unsecured deposits from membersoftheCompany. ThemoneyraisedwillbeusedforgeneralcorporatepurposesoftheCompany.

None of the Directors of the Company, Key Managerial Personnel or their relatives are in any way concerned or interestedintheproposedresolution.

TheBoardrecommendspassingoftheOrdinaryResolutionassetoutatItemNo.7ofthisNotice.

Resolution No.8: SpecialResolution.

Maintaining the Registers and Indexes of Members and copies of Annual Returns at the Corporate / Head OfficeoftheCompanyand/orattheOfficeoftheRegistrarandTransferAgentoftheCompany:-

As required under the provisions of Section 94 of the Companies Act,2013 ('the Act'),certain documents such as the Registers and Indexes of Members, Debenture holders & any other security holders and certain other registers, certificates, records, returns etc., are required to be kept at the registered office of the Company. However, such registers, records, returns etc., can also be kept at any other place in India in which more than one-tenth of the total membersenteredintheregisterofmembersreside,ifapprovedbyaSpecialResolutionpassedatageneralmeetingof theCompany.GiventhelargenumberofshareholdersareinMumbaiandforoperationalconvenience,theapprovalof the Members is sought by a Special Resolution to enable the Company to keep and maintain the registers,returns and other records as required under Section 88 of the Act,copies of Annual Returns as filed/to be filed under Section 92 of the Act, and other Statutory documents at the Corporate / Head Office of the Company at Mumbai and/or of the Registrar andTransfer Agent of the Company or such other place where the office of the Registrar andTransfer Agent oftheCompanyissituatedfromtimetotime.Thetimeforinspectionofdocuments,byshareholdersorsuchpersonsas are entitled to such inspection,will be between 11:00 a.m.to 1:00 p.m.on any working day of RTA or by writing to the Companyatlegal@amines.comexceptwhentheRegistersandBooksareclosedundertheprovisionsoftheActorthe ArticlesofAssociationoftheCompany.

None of the Directors,Key Managerial Personnel,or their respective relatives are,in any way,concerned or interested, financiallyorotherwise,inthesaidresolution.

TheBoardrecommendstheResolutionno.8oftheNoticeforapprovalbytheMembersasaSpecialResolution.

NOTICE

AMINES & PLASTICIZERS LIMITED

- Details of Directors seeking appointment / re appointment / revision in the remuneration in forthcoming Annual General Meeting. 47th Annual General Meeting

Annexure A

			Annexure A
Name of the Director	Mr.Yashvardhan Ruia		Mr.Hemant Kumar Ruia
DIN Date of Birth and Age	00364888 12/02/1988 34 years		00029410 24/02/1958 64 years
Date of Initial Appointment	10 May 2017 th		30 May 1992 th
Expertise in specific functional area and Experience	Rich experience in the field of Business Development and Marketing.Overseeing working of all Division Heads and In-charge of Engineering Division.		Chairing the Board of Directors. Devising Policies,Developing markets and Managing day to day operations of the Company.
Qualifications	Bachelors in Management Studies from Mumbai University and M.Sc.(Marketing) from Manchestor Business School,the University of Manchestor,UK.		Bachelor of Commerce & Law.
List of Directorship of other Companies	Public Companies : 1. Alumilite Architecturals Limited. Private Companies : 1. Ruia Gases Private Ltd. 2. Hemyash Buildwell Pvt Ltd. 3. Multiwyn Investments and Holdings Pvt.Ltd. 4. Chefair Investment Pvt.Ltd. 5. Western India Automobile Association.		Public Companies : 1. APL Infotech Limited. 2. The Seksaria Biswan Sugar Factory Limited. 3. APL Holdings & Investments Limited. Private Companies: 1. Multiwyn Investments and Holdings Pvt. Ltd. 2. Chefair Investment Pvt.Ltd. 3. APL Realtors Pvt.Ltd. 4. Rodix Properties Pvt.Ltd. 5. Hemyash Buildwell Pvt.Ltd.
List of Membership / Chairmanship of Committees of . other Board / Companies	Alumilite Architecturals Limited. 1. Audit Committee – Member.		The Seksaria Biswan Sugar Factory Limited : 1. Audit Committee – Member. 2. Nomination and Remuneration Committee – Member.
Shareholding in Amines & Plasticizers Limited	2000 Equity Shares		2199 0 Equity Shares 903
No.of Board Meetings attended during the year.	4		4
Remuneration,Terms and C onditions of Appointment / Reappointment	As approved by Members at the 4 th AGM held 5 0 in 202 .		As detailed in Resolution No.6.
Relationship with other directors, manager and other Key Managerial Personnel of the Company	Son of Mr.Hemant Kumar Ruia,Chairman & Managing Director of the Company.		Father of Mr.Yashvardhan Ruia, Executive Director of the Company.

NOTICE

ANNUAL REPORT 2021 - 2022

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(Annexure B)

STATEMENT AS REQUIRED UNDER SECTION II,PART II OF THE SCHEDULE V TO THE COMPANIES ACT,2013; SPECIAL RESOLUTION AT ITEM NO.6

I. GENERALINFORMATION

1. NatureofIndustry :

Amines&PlasticizersLtd(“theCompany”)isintoChemicalIndustry.

2. DateorExpectedDateofCommencementofCommercialProduction:

The Company was incorporated on 05th September, 1973 under the Companies Act, 1956. The Certificate for Commencement of Business was issued by the Registrar of Companies,Shillong on 05th September,1973 and it startedcommercialproductionsoonthereafter.

3. In Case of New Companies, Expected Date of Commencement of Activities as per Project Approved by FinancialInstitutionsappearingintheProspectus :

NotApplicable.

4. FinancialPerformancefortheLast3Years:

a) StandaloneFinancialperformancebasedongivenindicators:

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( ` in Lakhs)
Particulars 2021-2022 2020-2021 2019-2020
Income for the year 56,808.31 44,676.12 40,319.93
Profit before Interest,Depreciation and Tax 4,523.74 5,776.12 4,585.65
Net Profit/(Loss) 2,374.69 3,270.59 2,473.67
Other Comprehensive income (net of tax) (13.50) 9.57 (41.65)
Earlier Years Balance Brought forward 12,826.71 9,581.32 7,570.34
Depreciation reversed on Capital Subsidy received - - -
Dividend and Tax thereon (220.08) - (397.98)
Other Transfer to / (from) Retained Earnings (33.70) (34.77) (23.05)
Balance carried to Balance Sheet 14,934.12 12,826.71 9,581.32
Net Profit available for Appropriation 14,934.12 12,826.71 9,581.32
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b) ConsolidatedFinancialperformancebasedongivenindicators:

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( ` in Lakhs)
Particulars 2021-2022 2020-2021 2019-2020
Income for the year 56,836.88 44,676.12 40,319.93
Profit before Interest,Depreciation and Tax 4,536.63 5,766.61 4,573.68
Net Profit/(Loss) 2,385.74 3,259.38 2,460.03
Other Comprehensive income (net of tax) (14.56) 8.29 (38.41)
Earlier Years Balance Brought forward 12,774.88 9,541.98 6,906.98
Depreciation reversed on Capital Subsidy received - - -
Dividend and Tax thereon (220.08) - (397.98)
Other Transfer to / (from) Retained Earnings (33.70) (34.77) 611.36
Balance carried to Balance Sheet 14,892.28 12,774.88 9,541.98
Net Profit available for Appropriation 14,892.28 12,774.88 9,541.98
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NOTICE

AMINES & PLASTICIZERS LIMITED

5. ForeignInvestmentsorCollaborations,ifany: NIL

II. INFORMATIONABOUTTHEAPPOINTEE

1. BackgroundDetails:

Mr.Hemant Kumar Ruia is a first generation Entrepreneur and has been associated with the Company since 1982. He is holding Degrees in Commerce and Law from Bombay University. He has a varied and rich experience in various fields.He has been associated with the Company in different senior positions for the past40years.SincethenhehassteeredthedestinyofCompanywithasingle-mindedfocusofmakingAPLan internationally reputed Chemical Company. He has been responsible for the strategic decision making as well as day-to-day affairs of the Company.Even during the recent Pandemic,he had ensured that the Plant runs on a continues basis and performance of the Company improves. He has created, developed and managed business in such a way that in last 15 years revenue of the Company grew multifold and there is a consistent upgrade in profits of the Company. He played a leading role in building and developing brand name for the Company in Chemical Industry and today “Amines” is considered as one of the respected company in its segment.During this period,Shri.Hemant Kumar Ruia has taken many initiatives to expand Company’s operations, introducing new specialty chemicals and also tapping new markets for the same. Under his leadership, the Company has grown from a domestic level Chemical Company to a Company of Internationalreputehavingmultipleoverseasrenownedcustomers.

2. Pastremuneration:

Remuneration drawn by Mr. Hemant Kumar Ruia in his previous term from 01-04-2019 to 31-03-2022 was as follows:

follows:
Financial Year	Amount (in ) `
2019-2020	1,45,31,413.00
2020-2021	1,45,38,253.00
2021-2022	1,85,33,490.00*

*includesleavetravelallowanceand leaveencashment.

3. Recognition & Awards :

Nil

4. Job Profile and his Suitability:

Mr.HemantKumarRuiaasChairmanandManagingDirectoroftheCompanychairsthemeetingsofBoardof Directors and is a driving force behind all Board decisions.He has been looking after the overall affairs and operations of the Company under the guidance, supervision and control of the Board of Directors. He is involved in policy planning, vision, strategy and long term development activities of the Company. He has been instrumental in ensuring that the Company sustains its performance during the Covid Pandemic and ensured safety and well being of entire workforce. Its because of his timely action and leadership that the Company waded through difficult times and came to its present position. The Company thus has made enormous progress under the stewardship of Mr.Hemant Kumar Ruia and his vision is to make APL as one of theTopmostrespectedIndianChemicalCompany.

5. Remuneration proposed :

As per details given in Resolution above.

NOTICE

ANNUAL REPORT 2021 - 2022

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6. Comparative Remuneration Profile with respect to Industry, size of the company, profile of the position andperson(incaseofexpatriatestherelevantdetailswouldbewithrespecttothecountryofhisorigin):

Taking into consideration the size of the Company, the profile assigned to Mr. Hemant Kumar Ruia, the responsibilities that has been and would be shouldered by him and the industry benchmarks,the remuneration proposed to be paid is comparable to that drawn by the peers in the similar capacity in the industry and is commensurate with the size of the Company and its group and complicated nature of its business. Moreover,in his position as Chairman and Managing Director of the Company, Mr. Ruia also devotes his substantial time in overseeingtheoperationsoftheforeignsubsidiary.

7. Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel,ifany:

Beside the remuneration proposed, Mr. Hemant Kumar Ruia, do not have any other pecuniary relationship with theCompanyandheisrelatedtoMr.YashvardhanRuia,ExecutiveDirectorincapacityashisfather. Heisoneofthe Promoters of the Company. Mr. Hemant Kumar Ruia, Chairman and Managing Director holds 21998930 equity sharesinthesharecapitaloftheCompany.

III. OTHERINFORMATION:

1. Reasonsforlossorinadequacyofprofits:

The Company’s profits are inadequate mainly due to extremely high operational cost during the year under review.The Covid pandemic surfaced through new mutation which slowed down the production activities and had put a lot of pressure on logistics.In addition to this,turmoil on international front rocketed the Crude prices thus affecting PNG/ fuel prices adversely. Even raw material prices have increased considerably which had severely impacted margins.The competition in the Export market continues with a lot of International players in the field. The Company is also facing competition from few domestic Chemical manufacturers. All the above factorsimpactedtheprofitabilityoftheCompanyduringtheyearunderreview.

2. Stepstakenbythecompanytoimproveperformance:

• i. TheCompany’smulti-productplantis inoperation continuouslyandmanagementissystematicallyworking toachievetheoptimumproductionmixandoptimalutilizationoftheresourcesavailablewiththeCompany.

• ii. TheCompanyismakingconstanteffortsinenhancingitsResearchandDevelopmentprogrammewithmain thrustondevelopingnewspecialityproductsandtherebytheexistinginfrastructureoftheCompanycanbe utilizedtoitsoptimumlevel.TherearenewopportunitiesbeingtappedinunexploredsegmentsofChemical Industrybyemphasizingrelianceonnewproductdevelopment.

• iii. The Company has at its disposal a multi-product plant which has been upgraded with latest plant technology. The Company has advantage over its competitors with upgradation of plant and integrated manpowerresources.TheCompanyhastheabilitytoreceiveandprocessmultipleordersdailyandisoffering customised products to its customers.The factory has been functioning continuously to cater to domestic andexportdemand.

• iv. Increaseinsellingpricesoftheproducts.

3. Expectedincreaseinproductivityandprofitsinmeasurableterms:

Withtheabovementionedmeasures,theCompanywillbeabletoimproveitstoplineandprofitability.Awell

NOTICE

AMINES & PLASTICIZERS LIMITED

maintained multi-product plant,increased production capacity and substantial reduction in PNG / fuel prices are expectedtoreducetheoperationalcosttherebyimprovingthebottomlineoftheCompany.

IV. DISCLOSURES:

Disclosures in the Board of Directors’report as required under the heading‘Corporate Governance’shall be givenintheDirectorsReport.

Place: Mumbai Date: 12.08.2022

By Order of the Board of Directors For AMINES & PLASTICIZERS LIMITED Sd/Ajay Puranik President (Legal) & Company Secretary Membership No. F4288

NOTICE