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Amines & Plasticizers Ltd Annual Report 2022

Sep 3, 2022

60862_rns_2022-09-03_2f4d9e2b-ceb1-42d2-93a3-5d5cbaed019b.pdf

Annual Report

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September 3, 2022

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

Dear Sir/ Madam,

- Sub: Submission of Annual Report 2021 2022 pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Security Code No. 506248.

In compliance with the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Annual Report of the Company for the year ended 31[st] March, 2022.

You are requested to take the same on your record.

Thanking You.

Yours faithfully, For Amines & Plasticizers Limited

Digitally signed by AJAY DEVIDAS PURANIK DN: c=IN, o=Personal, AJAY DEVIDAS 2.5.4.20=86077f667fe7e5b116a41b98f83cd3e5e9936f9617414c2c2dc3646c2a9e4b36, postalCode=400098, st=Maharashtra, serialNumber=4834597bfe3f6bc8ded35c18cb6f6d PURANIK 654a9dd64f7ecfbd844b75283b789525ac, cn=AJAY DEVIDAS PURANIK Date: 2022.09.03 17:35:13 +05'30'

Ajay Puranik President (Legal) & Company Secretary Membership No: F4288 Encl: As above

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AMINES & PLASTICIZERS LTD

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2021-2022 ANNUAL REPORT

GAS TREATING INDUSTRIAL GASES CHEMICALS & SERVICES ENGINEERING & PROJECTS OIL & GAS

ENGINEERING & PROJECTS TEXTILE AUXILIARY CHEMICALS

PHARMACEUTICAL INTERMEDIATES

www.amines.com

Company Summary www.amines.com

Table of Contents

Notice 01
Board's Report 23
Corporate Governance Report 44
Management Discussion and Analysis 74
Independent Auditors’ Report 83
Balance Sheet 92
Profit & Loss Account 93
Cash Flow Statement 95
Notes to the Accounts 96
Independent Auditors’ Report on 132
Consolidated Financial Statements
Consolidated Accounts 139

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AMINES & PLASTICIZERS LTD. ANNUAL REPORT 2021 - 2022

COMPANY INFORMATION

BOARD OF DIRECTORS CHAIRMAN AND MANAGING DIRECTOR HEMANT KUMAR RUIA

EXECUTIVE DIRECTOR

YASHVARDHAN RUIA

DIRECTORS:

Dr. P. H. VAIDYA A. S. NAGAR B. M. JINDEL NIMISHA DUTIA

PRESIDENT (LEGAL) & COMPANY SECRETARY AJAY PURANIK

CHIEF FINANCIAL OFFICER

PRAMOD SHARMA

BANKER:

STATE BANK OF INDIA CANARA BANK HDFC BANK

STATUTORY AUDITOR:

M/S B D G & ASSOCIATES Chartered Accountants

REGISTERED OFFICE:

POAL ENCLAVE, C/o PRANATI BUILDERS PVT. LTD.,PRINCIPAL J. B. ROAD, CHENIKUTHI, GUWAHATI -781 003, ASSAM.

REGISTRAR & SHARE TRANSFER AGENT:

LINK INTIME INDIA PVT. LTD 247 PARK, C-101 L.B.S. MARG VIKHROLI (WEST), MUMBAI 400083.,

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 : [email protected] 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 [email protected] 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: [email protected].

  • 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 [email protected] 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 [email protected] 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 [email protected].

  • 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 identical order 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 [email protected] in with a copy marked to the Company on [email protected]. 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 [email protected] with a copy marked to the Company at [email protected] 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 [email protected] 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 [email protected], 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 throughRemote e-Votingprior 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 [email protected]:-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 [email protected] 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 [email protected] 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 [email protected] 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

47
th Annual General Meeting
47
th Annual General Meeting
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

==> picture [33 x 40] intentionally omitted <==

(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:

a)
StandaloneFinancialperformancebasedongivenindicators:
a)
StandaloneFinancialperformancebasedongivenindicators:
a)
StandaloneFinancialperformancebasedongivenindicators:
a)
StandaloneFinancialperformancebasedongivenindicators:
(
in
akhs)
`
L
Particulars 2021-2022 2020-2021 2019-2020
Income for theyear 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 Subsidyreceived - - -
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

b) ConsolidatedFinancialperformancebasedongivenindicators:

b)
ConsolidatedFinancialperformancebasedongivenindicators:
b)
ConsolidatedFinancialperformancebasedongivenindicators:
b)
ConsolidatedFinancialperformancebasedongivenindicators:
b)
ConsolidatedFinancialperformancebasedongivenindicators:
(
in
akhs)
`
L
Particulars 2021-2022 2020-2021 2019-2020
Income for theyear 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 Subsidyreceived - - -
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

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

ANNUAL REPORT 2021 - 2022

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BOARD'S REPORT

To,

TheMembers,

The Board of Directors is pleased to present the Company’s Forty Seventh Annual Report together with the Audited StatementofAccountsfortheyearended31st March, 2022.

FINANCIAL SUMMARY AND HIGHLIGHTS: -

INANCIAL SUMMARY AND HIGHLIGHTS: -
(
in
akhs)
`
L
Particulars Consolidated
Year Ended
Standalone
Year Ended
31/03/20
22
31/03/20
21
31/03/20
22
31/03/20
21
otal Income 56,836.88 44,676.12 56,808.31 44,676.12
otal Expenses 52,314.81 38,901.22 52,298.07 38,890.43
rofit before Finance Cost,Depreciation & Tax 4,536.63 5,766.61 4,523.74 5,776.12
inance Cost 880.19 961.23 878.35 959.53
epreciation 439.37 410.94 439.37 410.94
rofit before Tax 3,217.07 4,394.44 3,206.02 4,405.65
ess:Tax Expenses 831.33 1135.06 831.33 1,135.06
rofit for theyear before MinorityInterest 2,385.74 3259.38 2,374.69 3270.59
on controlling Interest - - - -
rofit for the year 2,385.74 3,259.38 2,374.69 3,270.59
ther comprehensive Income for the year (14.56) 8.29 (13.50) 9.57
otal comprehensive Income for the year 2,371.18 3,267.67 2,361.19 3,280.16

During the year under review, the Company registered a growth of 27.22% on consolidated turnover of 56836.88 Lakhs as compared to 44676.12 Lakhs in the Previous Year. The total expenses incurred by the Company rose to 52,314.81 Lakhs as compared to 38,901.22 Lakhs in the previous year thereby registering increase of 48.55%. Due to phenomenal increase in cost of operations there is a fall in Profit before tax for the current year being 3,217.07 Lakhs as compared to a profit of 4,394.44 Lakhs in the previous year. The revenue from the Export sales was 22701.35 Lakhs during the year under review as compared to 23651.37 Lakhs. The revenues from Domestic operations were 34106.96 Lakhs as against 21024.75 Lakhs in the previous year thereby registering a growth of 62.22%.

The total revenue on a standalone basis of the Company was 56808.31 Lakhs as compared to 44676.12 Lakhs in the previous year thereby registering a growth of 27.16% and the profit for the year was ` 2374.69 Lakhs.

During the Financial Year 2021-22, the spread of Covid 19 virus with new mutation continued thereby affecting supply chain and logistics facilities all over India and Globally. The world is witnessing a steep rise in freight charges as compared to pre Covid Levels as demand for goods surged in the second half of 2021 and into first half of 2022. The freight charges have grown multifold during the year under review resulting in increase in higher cost of products and impacting the profit margin substantially. Also, PNG prices have shot up by upto 300% thereby increasing the energy cost of the Company and putting pressure on bottom line of the Company.

Your Company continued to supply pharmaceutical intermediate and specialty chemicals from its expanded capacity to Public Sector Undertakings, Refineries, Oil and Gas and Textile industries.

BOARDS REPORT

AMINES & PLASTICIZERS LIMITED

DIVIDEND AND RESERVES :

Your Directors are pleased to recommended a dividend of 20% i.e. 0.40 per Equity Share of Face Value of 2/- each payable to those Shareholders whose name appear in the Register of Members as on the Record Date. The Equity Dividend outgo for the Financial Year 2021-22 would absorb a sum of approximately ` 220.08 Lakhs which remains the same as the previous year.

During the year under review, your Company transferred a sum of 33.40 Lakhs to the Debenture Redemption Reserve totalling to 233.80 Lakhs and no amount was transferred to General Reserve. Pursuant to Section 73 (2)(c) of the Companies Act, 2013 read with Rules made thereunder, the Company has transferred an amount of 1,05,80,000 /- and thus maintaining the Deposit Repayment Reserve at 1,28,30,000/- which equals to 20% of the amount of Deposits maturing in the Financial Year in a separate Bank Account viz Deposit Repayment Reserve Account.

SHARE CAPITAL :

The Authorised Share Capital of the Company is 16,01,00,000/- (Rupees Sixteen Crores One Lakh only) comprising Equity Share Capital of 1350.00 Lakhs and Preference Share Capital of 251.00 Lakhs. The paid up Equity Share Capital of the Company is 1100.40 Lakhs divided into 5,50,20,000 Equity Shares of ` 2/- each. During the year under review, the Company has neither issued shares with differential voting rights nor granted any stock options or sweat equity. As on 31st March, 2022, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

EXPORT :

During the year under review, the Company has achieved Export sales of 22701.35 Lakhs as compared to 23651.37 Lakhs in the previous year. Export sales contributed about 40% to the total turnover of the Company.

SUBSIDIARY COMPANY :

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

The Company’s wholly owned subsidiary – Amines and Plasticizers FZ-LLC in Ras Al Khaimah, Free Trade Zone, UAE has commenced its operations.

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

Radiance MH Sunrise Six Private Limited.

The Company has invested in Radiance MH Sunrise Six Private Limited, a Solar Power company to the extent of 26% stake to meet its energy requirements. The solar power plants utilize thermal energy from the Sun, which is abundant, available, yet cheap. The said Company is engaged in the business of development, construction, operation and maintenance of solar power plants in India and developing, constructing ground mounted, grid connected solar (photovoltaic) electric generating facility. The power producer has commissioned its Solar Power Plant for the Company which is expected to be fully operational by the end of Second Quarter of FY 2022-23.

BOARDS REPORT

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

The Company has acquired this 26% equity stake in Radiance MH Sunrise Six Pvt Ltd pursuant to a Statutory State Government mandate for forming / investing in such a Special Purpose Vehicle. The Company neither has significant influence over this company nor any participative rights in the Management of the said Company. Accordingly, Radiance MH Sunrise Six Pvt Ltd would not be considered as an associate company as it is a pure investment activity in the said Company to obtain Power at a concessional rate.

EXTRACT OF ANNUAL RETURN :

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year 31st March, 2022 is uploaded on the website of the Company and can be accessed at www.amines.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

In accordance with the provisions of Section 152 of the Companies Act, 2013(‘the Act’), and the Company’s Articles of Association, Mr. Yashvardhan Ruia retires by rotation and being eligible has offered himself for re-appointment.

At the 44th AGM of the Company, Mr. Hemant Kumar Ruia was re-appointed as Chairman & Managing Director for a term of 5 years i.e. from 01st April, 2019 to 31st March, 2024. Pursuant to Section II of Part II of Schedule V to the Companies Act, 2013, the remuneration payable to Mr. Hemant Kumar Ruia was approved only for a period of Three Years 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 Schedule V of the Companies Act, 2013 as amended from time to time is now sought for the remuneration payable as detailed in the resolution to Mr. Hemant Kumar Ruia as the Chairman and Managing Director of the Company for the period April 1, 2022 to March 31, 2024.

In accordance with Section 149(4) of the Companies Act, 2013 on the recommendation of the Nomination and Remuneration Committee and the Board, the Members of the Company at its 44th AGM re-appointed Dr. Pandurang Hari Vaidya, Mr. Arun Shanker Nagar and Mr. Brijmohan Jindel as Independent Directors on the Board of Directors of the Company with effect from 29th September, 2019 to hold office for a 2nd term of 5 (Five) consecutive years upto 28th September, 2024.

Declaration by Independent Directors :

The Company has received declaration of Independence from all the Independent Directors as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI (LODR). In the opinion of the Board, the Independent Directors fulfil the said conditions of Independence. The Independent Directors have also confirmed that they have complied with the Company’s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company’s businesses for effective functioning, which are detailed in the Corporate Governance Report.

The Ministry of Corporate Affairs (‘MCA’) vide Notification No. G.S.R. 804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (‘IICA’). All Independent Directors of your Company are registered with IICA. In the opinion of the Board, Independent Directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

BOARDS REPORT

AMINES & PLASTICIZERS LIMITED

Key Managerial Personnel

Pursuant to the provisions of section 203 of the Companies Act, 2013, the Company has Three Key Managerial Personnel viz. Mr. Hemant Kumar Ruia as the Chairman & Managing Director and Chief Executive Officer, Mr. Ajay Puranik as the President - Legal & Company Secretary and Mr. Pramod Sharma as the Chief Financial Officer of the Company and there is no change in the same during the year under review.

NOMINATION AND REMUNERATION POLICY

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

Number of Meetings of the Board :

The Board met 4 times during the Financial Year 2021-22 i.e. on 07th June, 2021, 06th August, 2021, 11th November, 2021 and 04th February, 2022. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this report.

COMMITTEES OF THE BOARD :

The Board has the following Committees :

  1. Audit Committee (AC)

  2. Nomination and Remuneration Committee (NRC)

  3. Stakeholders Relationship Committee (SRC)

  4. Corporate Social Responsibility Committee (CSR)

The details of the Committees along with their composition, number of meetings, attendance and related matters are provided in the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION :

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

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

The evaluation process includes various aspects to determine the performance of Directors of the Company. The basis for this evaluation include fulfilment of independence criteria, qualifications, knowledge, level of

BOARDS REPORT

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

engagement and contribution, skills and experience in the respective fields, honesty, integrity, ethical behavior and leadership, independence of judgment, attendance at the meetings, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges etc. The Board of Directors expressed their satisfaction over the evaluation process.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with section 129(3) of the Companies Act, 2013 and applicable Indian Accounting Standards the consolidated financial statements of the Company have been prepared and have been reviewed by the Audit Committee and the Board of Directors of the Company. A statement containing the salient features of the financial statement of the Subsidiary in the prescribed format AOC1 is annexed to the Financial Statements in the Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary are available on the Company’s website www.amines.com. These documents will also be available for inspection during the business hours on every working day at the Registered Office & Corporate Office till the date of the Annual General Meeting of the Company.

The Consolidated net profit of the Company and its subsidiary amounted to 2385.74 Lakhs for the financial year ended 31st March, 2022 as compared to 3259.38 Lakhs for the previous financial year ended 31st March, 2021.

In accordance with the provisions of the Companies Act, 2013 (‘the Act) and applicable provisions of Indian Accounting Standards on Consolidated Financial Statements, your Directors also provide the Audited Consolidated Financial Statements in the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY :

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in detail in the Notes to Financial Statements.

DEPOSITS :

During the year under review,the Company has accepted unsecured Deposits to the tune of 1,84,50,000 /- (Rupees One Crore Eighty Four Lakhs Fifty Thousand only).The balance of Deposits as at March 31, 2022 was 9,10,00,000/(Rupees Nine Crores and Ten lakhs only) and there is no unpaid or unclaimed deposits lying with the Company.The Company had taken approval of Members at the 46th AGM for acceptance and renewal of Deposits from Members under Section 73 of the Companies Act, 2013 and rules made thereunder.Your Company had filed DPT 1 (Circular Inviting Deposits) with the Registrar of Companies, Shillong, Assam and subsequently circulated the same to all its shareholdersthroughthepermittedmodes.ThemainobjectofraisingfundsthroughdepositswastofinanceWorking Capital requirements and other general corporate purposes of the Company. The Company has been timely and regularlyservicinginteresttoitsDepositholdersonaquarterlybasis.

NON - CONVERTIBLE DEBENTURES(NCDs) :

The Secured Non-Convertible Debentures (NCDs) issued by the Company stands at its original issue value being RupeesThirteen Crores andThirty-Five Lakhs as on March 31,2022.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 optionswereexercised.

BOARDS REPORT

AMINES & PLASTICIZERS LIMITED

RELATEDPARTYTRANSACTIONS(RPTs) :

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

MATERIALCHANGESANDCOMMITMENTSAFFECTINGTHEFINANCIALPOSITIONOFTHECOMPANY

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

STATUTORYAUDIT :

In accordance with the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Companies (Audit and Auditors) Rules,2014,the Company 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) have completed 2 consecutive terms with the Company. The Company had received consent cum eligibility certificate from M/s. S A R A & Associates, Chartered Accountants (FRN: 120927W) for appointment. 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 FortyThousandonly)perannumplusapplicabletaxesandreimbursementofout-of-pocketexpensesforthefinancial year ended March 31, 2023. The observations made in the Auditors’ Report of M/s.B D G & Associates, Chartered Accountants for the year ended March 31,2022 read together with relevant notes thereon are self-explanatory and hence do not call for any further comments. There is no audit qualification, reservation or adverse remark by the StatutoryAuditorsontheFinancialStatementsfortheyearunderreview.

COSTAUDIT :

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act,2013 (the Act) readwiththeCompanies(CostRecordsandAudit)Rules,2014asamendedfromtimetotime,yourCompanyhasbeen carryingoutauditofcostrecordsoftheCompanyeveryyear.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules,2014 as amended from time to time,the Board of Directors on the recommendation of the Audit Committee has appointed M/s A.G.Anikhindi & Co,(Firm Registration No.:100049) Cost Accountants,Kolhapur,Maharashtra as Cost Auditors to audit the cost accounts of the Company for the financial year 2022-23 at a remuneration of ` 2,15,000/- per annum plus taxes as applicable and reimbursement of out of pocket expenses. A Certificate from M/s. A. G. Anikhindi & Co., Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, wouldbeinaccordancewiththelimitsspecifiedunderSection141oftheActandRulesframedthereunder.

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ANNUAL REPORT 2021 - 2022

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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 47th Annual General Meeting and the same is recommended for your consideration.The Cost Audit Report for the financial year 2020-21 was filed in FormCRA-4withtheMinistryofCorporateAffairs,GovernmentofIndiaonDecember27,2021.

SECRETARIALAUDIT:

Pursuant to the provisions of Section 204 of the Companies Act,2013 and rules made thereunder,the Company had appointed M/s SK Makhija & Associates, Practicing Company Secretary (CP No. 13322), Mumbai to carry out the Secretarial Audit of the Company. Further, the Institute of Company Secretaries of India (ICSI) mandated only peer review Company Secretaries can conduct the Audit for listed companies. Accordingly, the Company had appointed M/s G S Bhide and Associates, Practicising Company Secretaries to conduct Secretarial Audit for financial year 2021-2022.The Secretarial Audit Report for the period 01st April,2021 to 31st March,2022 in Form No.MR-3 is included as Annexure 2 and forms an integral part of this Report.There is no secretarial audit observation or qualification in the reportfortheyearunderreview.

INTERNALCONTROLSYSTEMSANDTHEIRADEQUACY:

TheCompanyhasadoptedpoliciesandproceduresforthegovernanceoforderlyandefficientconductofitsbusiness, including adherence to the Company’s policies, safeguarding its assets, prevention, detection of frauds errors and accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.The Company’s internal control systems are commensurate with the nature of its business,the size and complexity of its operationsandsuchinternalfinancialcontrolsconcerningtheFinancialStatementsareadequate.

The Company has Internal Audit (“IA”) department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. The remediation of deficiencies by the IA department has resulted in a robust framework for internal controls. Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacyandoperatingeffectivenessoftheCompany’sinternalfinancialcontrolsoverfinancial.

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

YourCompany’sFinancialStatementsarepreparedonthebasisoftheSignificantAccountingPoliciesthatareselected by the Management and approved by the Audit Committee and the Board.These Accounting Policies are reviewed from time to time based on the recent circulars and clarifications received from the appropriate Authorities.Internal Audit plays a key role in providing assurance to the Board of Directors. In order to maintain its objectivity and independence,the Internal Auditor reports to the Chairman of the Audit Committee.The Internal Auditor monitors & evaluates the efficacy of Internal Financial Control system in the Company, its compliance with operating system, accounting procedures & policies at all the locations of the Company. Based on the report of the Internal Audit function,correctiveactionsintherespectiveareasareundertakenandcontrolsarestrengthened.

CREDITRATING:

The ICRA Ltd has reaffirmed the Company’s long–term Rating to [ICRA] A- with a Stable Outlook for long term credit facilitiesavailedbytheCompanyand[ICRA]A2+forshorttermfacilities.

ISOCERTIFICATION :

MANAGEMENTSYSTEMCERTIFICATION :

The Company has an ISO 9001:2015 certification valid up to 11th January, 2024. Recertification Audit as per ISO 9001- 2015 standard has been conducted by Det Norske Veritas (DNV).The focus of QMS (Quality Management

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AMINES & PLASTICIZERS LIMITED

System)isoncontinualimprovementbyimplementingthestrategictoolsforbusinesstogaincompetitiveadvantage through products and services that are safe, reliable and trustworthy. Besides this, understanding the needs and expectations of Interested Parties helps us to find ways to improve the products and services offered to increase customersatisfactionandreducebusinessrisks.

Besides QMS (Quality Management System),APL has certifications for Environment Management System,ISO 140012015 and OH&S Management System,ISO 45001-2018.The Second Periodic audit for ISO 14001- 2015 standard & ISO 45001-2018 standard has been conducted by DNV is successful.The certification for ISO 14001-2015 is valid up to 08th April,2025. ThecertificationforISO45001-2018isvalidupto06th June,2025.

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

ISO 45001:2018 (Occupational Health and Safety Management System) Certification gives guidance for its use, to enable to provide safe and healthy workplaces by preventing work-related injury and ill health, as well as by proactivelyimprovingitsOH&Sperformance.VariousmeasureshavebeentakenbyAPLinordertoensurecompliance initstruespirit.

TfS (Together for Sustainability) : APL has joinedTfS (Together for Sustainability) forces by successfully going through TfS Assessment and Audit conducted by TfS approved auditing agency, INTERTEK. TfS is an initiative taken by 33 European Multinational Chemical Companies. The initiative is created to increase transparency with regard to sustainability standards in supply chains.The mission is to support in managing complexity and risks in increasingly global operations and improving the economic,social and ecological conditions in global supply chains by engaging indialogwithsuppliers.

EFfCI GMP (European Federation of Cosmetic Ingredients - Good Manufacturing Practices) :APL has successfully been through the verification of compliance to EFfCI GMP, 2017 standard for the products Triethanolamine and Phenoxyethanol which is the essential requirement of two global Cosmetic manufacturing customers M/s.Johnson & Johnson&M/s.Procter&Gamble.

HALAL&KOSHERCertifications:

APLhasobtainedHALALCertificationforfewofitsproducts.TheHALALcertificateisvalidupto26thJanuary2025.

APL has also obtained KOSHER Certification for few of its products.The KOSHER certificate is valid up to 28th January 2023.

INSURANCE:

All properties and insurable interest of the Company including buildings,plant and machineries,Equipments,stores andspareshavebeenadequatelyinsured.

INDUSTRIALRELATIONS:

Theindustrialrelationsremainedcordialduringtheyearunderreview.

DIRECTOR’SRESPONSIBILITYSTATEMENT :

Tothebestofknowledgeandbeliefandaccordingtotheinformationandexplanationsobtained,yourDirectorsmake thefollowingstatementintermsofSection134(3)(c)oftheCompaniesAct,2013:

  • a) thatinthepreparationoftheannualaccountsfortheyearendedMarch31,2022,theapplicableaccounting standards have been followed along with proper explanation relating to material departures wherever applicable,ifany;

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  • b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyasat31st March,2022andoftheprofitoftheCompanyfortheyearunderreview;

  • c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordancewiththeprovisionsoftheCompaniesAct,2013forsafeguardingtheassetsoftheCompanyand forpreventinganddetectingfraudandotherirregularities;

  • d) theDirectorshavepreparedtheannualaccountsonagoingconcernbasis;

  • e) that the Directors have laid down internal financial controls to be followed by the Company and that such internalfinancialcontrolsareadequateandwereoperatingeffectively;and

  • f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws andthatsuchsystemswereadequateandoperatingeffectively.

CONSERVATIONOFENERGY,TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEEARNINGSANDOUTGO :

PursuanttotheprovisionsofSection134(3)(m)oftheCompaniesAct,2013readwiththeCompanies(Accounts)Rules, 2014,prescribedparticularsasapplicableisannexedheretoasAnnexure3andformspartofthisReport.

PARTICULARSOFEMPLOYEES :

TheStatementcontaininginformationasrequiredunderSection197(12)oftheCompaniesAct,2013,readwithRule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014,is annexed as Annexure 4 andformsanintegralpartofthisReport.Astatementcomprisingnamesoftop10employeesintermsofremuneration drawn and every person employed throughout the year who were in receipt of remuneration,in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is marked as Annexure 4A and forms an integral part of this annual report.The above Annexure is not being annexed and sent along with this annual report to the members in line with the provisions of Section 136 of the Act.Members who are interested in obtaining these particulars may write/ email to the Company Secretary at the Registered / Corporate Office of the Company.The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company,21 days before and up to the date of the ensuing 47thAnnual General Meeting of the Company during the business hours on workingdays.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL)ACT,2013:

The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment, if any. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is summary of sexual harassment complaints receivedanddisposedoffduringeachCalendaryear:

  • No.ofComplaintsreceived : Nil

  • No.ofComplaintsdisposedoff : NA

RISKMANAGEMENT :

Risk is an integral and unavoidable component of all businesses. APL is committed to manage its risk in a proactive manner. Though risks cannot be completely eliminated, an effective risk management plan ensures that risks are reduced and avoided. The Department Heads maintains an oversight on risks in respective department and are responsible for reviewing the effectiveness of the risk management plan or process.Risk management is embedded withinouroperatingframeworkandwehaveawell-defined,internalfinancialcontrolstructure.Duringtheyearunder review,thesecontrolswereevaluatedandnomaterialweaknesseswereobservedintheirdesignoroperations.

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Due to uncertain and volatile global scenario,domestic situations have also impacted and it is necessary to assess risk factorsandbereadyforquickactions.Generallytherearefourriskfactorsinanyindustrywhicharei)EconomicRisk,ii) Operational Risk,iii) Ecological Risk and iv) Finance Risk and Management has been working on mitigations measures. WealwaysreviewcriticalandhighriskareasandsharewiththeDepartment Headsfornecessaryactions.

The risk management framework is reviewed by the Board and the Audit Committee keeps a check on overall effectiveness of the risk management of the Company.A detailed note on risks,concerns and mitigating factors have beengivenintheManagementDiscussion&AnalysisReport.

ESTABLISHMENTOFVIGILMECHANISM :

The Company has in place a well definedWhistle Blower Policy (the“WBP”) framed pursuant to Section 177(9),(10) of theCompaniesAct,2013andRegulation22oftheSEBI(ListingObligationsandDisclosureRequirements)Regulations, 2015.TheWBP provides adequate safeguards against victimization of persons who use such mechanism and ensures directaccesstotheChairmanoftheAuditCommittee.

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

CORPORATESOCIALRESPONSIBILITY(CSR) :

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

AdetailedReportasrequiredunderSection135isannexedasAnnexure5andformspartofthisAnnualReport.

SIGNIFICANTANDMATERIALCHANGES/ORDERSPASSEDBYTHEREGULATORSORCOURTSANDTRIBUNALS :

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern statusandCompany’soperationsinfuture.

TRANSFERTOIEPF :

The details of unpaid / unclaimed dividend for a period of 7 consecutive years and underlying shares liable to be transferred to IEPF Authority have been mentioned in detail in the Corporate Governance Report which forms an integralpartoftheDirectorsReport.

CORPORATEGOVERNANCE :

As prescribed under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate section on Corporate Governance Practices followed by the Company together with a Certificate from a Practicing Company Secretary confirming compliance forms an integral part of this Report.

MANAGEMENTDISCUSSIONANDANALYSISREPORT :

Management Discussion and Analysis Report for the year under review,as stipulated in the SEBI (Listing Obligations andDisclosureRequirements)Regulations,2015ispresentedinaseparatesectionformingpartoftheAnnualReport.

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APPRECIATION :

The Directors wish to convey their deep appreciation to all the employees,customers,Bankers,vendors,investors,and consultants/advisorsoftheCompanyfortheirsincereanddedicatedservicesaswellastheircollectivecontributionto the Company’s performance. We appreciate and value the contribution made by every member, employee of the Company.

We would also like to mention special thanks to the Government of Maharashtra for granting the Company the status ofessentialservicesandallowedtocontinuetheoperationduringthepandemicsituation.

Place: Mumbai For and on behalf of the Board of Directors Date:12/08/2022

Sd/Hemant Kumar Ruia Chairman & Managing Director DIN : 00029410

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AMINES & PLASTICIZERS LIMITED

ANNEXURE 1

Form AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules,2014.

Form for Disclosure of particulars of contract/arrangements entered into by the Company with related parties referred to in sub section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transaction underthirdprovisothereto.

  1. DetailsofcontractsorarrangementsortransactionsnotatArm’slengthbasisfortheyearendedMarch31,2022.
Name of the Related party
& Nature of Contract
Nature of
Relationship
Duration of
Contract
Salient terms (
Amount in`)
NIL NIL NIL NIL NIL
  1. Details of material contracts or arrangements or transactions at Arm’s length basis for the year ended March 31,2022.
March 31,2022.
P
Name of the Related arty
& Nature of Contract
Nature of
Relationship
Duration of
Contract
T
Salient erms
(
Amount in`)
NIL NIL NIL NIL NIL

Date: 12/08/2022 Place: Mumbai

For and on behalf of the Board of Directors Sd/Hemant Kumar Ruia Chairman & Managing Director (DIN:00029410)

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ANNUAL REPORT 2021 - 2022

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ANNEXURE 2

Form No.MR 3

Secretarial Audit Report

For the Financial Year Ended 31st March,2022 [Pursuant to Section 204(1) of the Companies Act,2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014]

To,

The Members, Amines & Plasticizers Limited, Poal Enclave,C/o Pranati Builders Pvt Ltd. Principal J B Road,Chenikuthi, Guwahati,Assam -781003.

Ihaveconductedthesecretarialauditofthecomplianceofapplicablestatutoryprovisionsandtheadherencetogood corporate practices by Amines & Plasticizers Limited (CIN:L24229AS1973PLC001446) (hereinafter called the Company).The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporateconduct/statutorycompliancesandIamexpressingmyopinionthereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit,I hereby report that in my opinion,the Company has,during the audit period ended on 31st March,2022,complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent,in the manner and subject tothereportingmadehereinafter:

I have examined the books, papers, statutory registers, minute books, forms and returns filed and other records maintainedbytheCompanyfortheFinancialYearendedon31st March,2022 accordingtotheprovisionsof :

  • I. TheCompaniesAct,2013(theAct)andtheRulesmadethereunder;

  • II. TheSecuritiesContracts(Regulation)Act,1956(‘SCRA’)andtheRulesmadethereunder;

  • III. TheDepositoriesAct,1996andtheRegulationsandBye-lawsframedthereunder;

  • IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment,Overseas Direct Investment and External Commercial Borrowings;applicable to the extentofloan/investmentmadeinWhollyOwnedSubsidiary,Amines&PlasticizersFZLLC.

  • V. ThefollowingRegulationsandGuidelinesprescribedundertheSecuritiesandExchangeBoardofIndiaAct,1992 (‘SEBIAct’) totheextentapplicabletotheCompany:-

  • (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

  • (b) TheSecuritiesandExchangeBoardofIndia(ProhibitionofInsiderTrading)Regulations,2015;

  • (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018andamendmentsfromtimetotime;

  • (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicableduringtheauditperiod)

  • (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicableduringtheauditperiod)

  • (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993regardingtheCompaniesActanddealingwithclient;

  • (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009;(Not Applicable duringtheauditperiod);

  • (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not Applicable duringtheauditperiod);and

  • (i) The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations,2015asamended.

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AMINES & PLASTICIZERS LIMITED

  • VI. Management has identified and confirmed the following laws as being specifically applicable to the Company andcompliedwith:

  • i) FactoriesAct,1948;

  • ii) Industries(Development&Regulation)Act,1951;

  • iii) Environment (Protection) Act 1986;

  • iv) Air (Prevention and Control of Pollution) Act,1974;

  • v) Water (Prevention and Control of Pollution) Act,1981;

  • vi) Income Tax Act and other Indirect Tax laws;

  • vii) All applicable Labour Laws and other incidental laws related to labour and employees appointed by the Company either on its payroll or on contractual basis as related to wages, gratuity, provident fund, ESIC, workmencompensationetc;

  • viii) IndustrialDisputesAct,1947;

  • ix) HazardousChemicalRules;

  • x) TheManufacture,StorageandImportofHazardousChemicalRules,1989;

  • xi) BoilersAct,1923;

  • xii) GasCylindersRules;

  • xiii) TrademarksAct,1999;

  • xiv) StandardsofWeights&Measures(Enforcement)Act,1985;

  • xv) TheShopsandEstablishmentsAct,1948.

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The InstituteofCompanySecretariesofIndia, NewDelhi.

To the best of my knowledge and belief, during the period under review, the Company has complied with the provisionsoftheAct,Rules,Regulations,Guidelines,Standards,ListingAgreementsetcmentionedabove.

Ifurtherreportthat

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors.The changes in the composition of the Board of Directors that tookplaceduringtheperiodunderreviewwerecarriedoutincompliancewiththeprovisionsoftheAct.

Adequate notice is given to all directors to schedule the Board Meetings,agenda and detailed notes on agenda were sent at least seven days in advance,and a system exists for seeking and obtaining further information and clarificationsontheagendaitemsbeforethemeetingandformeaningfulparticipationatthemeeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously/majority as recorded in theminutesofthemeetingsoftheBoardofDirectorsorCommitteesoftheBoard,asthecasemaybe.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the Company had not passed any such resolutions which had a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standardsetc.

Place : Vapi Date : 23/05/2022 UDIN : A031886D000364163

For GS Bhide and Associates (Company Secretaries)

Gayatri V Phatak ACS 31886| CP No. 11816 PR No. 2016/2022

This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

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'ANNEXURE A'

To, The Members, Amines & Plasticizers Limited, Poal Enclave,C/o Pranati Builders Pvt Ltd. Principal J B Road,Chenikuthi, Guwahati,Assam -781003.

Ourreportofevendateistobereadalongwiththisletter.

  1. Maintenance of secretarial record is the responsibility of the management of the Company.Our responsibility is toexpressanopiniononthesesecretarialrecordsbasedonouraudit.

  2. Wehavefollowedtheauditpracticesandprocessaswereappropriatetoobtainreasonableassuranceaboutthe correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records.We believe that the process and practices,we followed provide a reasonablebasisforouropinion.

  3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

  4. Whereverrequired,wehaveobtainedtheManagementRepresentationabouttheComplianceoflaws,rulesand regulationsandhappeningofeventsetc.

  5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibilityofmanagement.Ourexaminationwaslimitedtotheverificationofprocedureontestbasis.

  6. TheSecretarialAuditreportisneitheranassuranceastothefutureviabilityoftheCompanynoroftheefficacyor effectivenesswithwhichthemanagementhasconductedtheaffairsoftheCompany.

Place : Vapi Date : 23/05/2022 UDIN : A031886D000364163

For GS Bhide and Associates (Company Secretaries)

Gayatri V Phatak ACS 31886| CP No. 11816 PR No. 2016/2022

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AMINES & PLASTICIZERS LIMITED

ANNEXURE 3

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

The information under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2022.

A. ConservationofEnergy :

i. Thestepstakenorimpactonconservationofenergy:

  1. Investedinsolarpowerplantandtoavailopenaccesssystem.

  2. ReplacedLDOfiredThermopactoPNGfired.

  3. Continuousup-gradationofElectricalsystemhasresultedinminimizingElectricallosses.

  4. Continuous monitoring of Power factor & maintaining of power factor at higher level has enabled to minimize Maximumdemand&alsoelectricallosses.

  5. Strictly & effectively adhering to predictive/preventive maintenance schedule has caused lesser Production downtime.

  6. Energyefficientmotorsarebeingwidelyused.

  7. VariableFrequencyDrive(VFD)havebeeninstalledforcoolingTowerFanstoreduceelectricalpowerconsumption.

  8. Savingsinelectricalconsumptionhasbeenobtainedbyinstallingturboventilators.

  9. All plants lighting fixtures were replaced with LED lights which consumes less power & highly efficient.Also,this has resultedinenhancingLUXlevel.

ii. ThestepstakenbytheCompanyforutilizingalternatesourcesofenergy:

  1. Reducedscaleformationduetousageofhighercapacity,efficientsoftenerplant&watertreatmentchemicals.

  2. PollutionlevelhasbeenbroughtdownbyreplacementofoilfiredBoilers&ThermopackbyPNGfired.

  3. Usage of RO water in plants has not only helped in reduction of scale formation in process columns,but it has also improvedproductquality.

  4. UsageofBoileradditiveshasresultedinbetterBoilerefficiencies.

  5. For obtaining better thermal efficiency,periodic checking/ replacement of insulation on pipelines & equipment are carriedout.

iii. Thecapitalinvestmentonenergyconservationequipments :

TheCapitalinvestmentonenergyconservationequipmentsis ` 267.43 Lakhs duringtheFY2021-22.

B. TechnologyAbsorption:

  • i. Theeffortsmadetowardstechnologyabsorption:

  • a. NewlydevelopedproductaftersuccessfulR&Dtrialsandcommercializationyieldedbenefitthroughtechnology.

  • b. InhouseR&Deffortstoadapt latesttechnologicalprogressestoproducenewrangeofproducts.

  • c. Achieved technical growth through seminars,webinars,symposium,literature survey and international exhibitions. Continueeffortsforproductsdevelopmentwithscientificreasoningandinnovationtocompeteinmarket.

  • d. Adaptation,innovationofdesignengineeringtocommercializenewlydevelopedproducts.

ii. Thebenefitsderivedlikeproductimprovement,costreduction,productdevelopmentorimportsubstitution:

  • a. Overallgrowthinproductioncapabilitiesandprofitability,

  • b. Commitmenttowardsregularsuppliesforourproductwithinrequiredtimeframe.

  • c. Importsubstitutioncontributiontorequiredlocalcustomersandimprovedbusinessopportunity.

  • .d Adaptionoflatesttechnicalskillshadhelpedtoproducequalityproducts.

  • e.

  • SuccessfulrecertificationofISO9001:2015,ISO14001:2015,ISO45001:2018.

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iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financialyear–NOTAPPLICABLE.

  • iv. TheexpenditureincurredonResearchandDevelopmentis ` 126.62Lakhs.

C. ForeignExchangeEarningsandOutgo :

|Sr.
No.|Particulars|Current Year 20
21-2022
)
( In Lakhs
|**Previous Year 20**<br>**20-21**<br>**( In Lakhs)**<br>|
|---|---|---|---|
|1.|Foreign exchange earned Exports ofgoods on FOB basis|21426.11|22334.34|
|2.
3.|CIF value of Imports
Expenditure in foreign currencies|14279.01
301.9|9296.84
941.11|

Place: Mumbai Date: 12/08/2022

For and on behalf of the Board of Directors Sd/Hemant Kumar Ruia Chairman & Managing Director (DIN: 00029410)

BOARDS REPORT

AMINES & PLASTICIZERS LIMITED

ANNEXURE 4

Particulars pursuant to Section 197(12) of the Companies Act, 2013 and relevant Rules thereunder:- Particulars pursuant to Section 197(12) of the Companies Act, 2013 and relevant Rules thereunder:- Particulars pursuant to Section 197(12) of the Companies Act, 2013 and relevant Rules thereunder:-
a the ratio of the remuneration of each Director* to
the median remuneration of the employees of the
company for the �nancial year;
Mr.
,
-
Hemant Kumar Ruia Chairman & Managing Director
32:1
Mr. Yashvardhan Ruia, Executive Director - 10:1
b the percentage increase in remuneration of each
,
Director, Chief Financial Of�cer Chief Executive
Of�cer, Company Secretary or Manager, if
any, in the �nancial year;
CMD : NIL
E
NIL
D :
CS : 10%
CFO : 10%
c the percentage increase in the median
remuneration of employees in the �nancial year;
7%
d the number of permanent employees on the
;
rolls of company
253
e average percentile increase already made in the
salaries of employees other than the managerial
personnel in the last �nancial year and its
comparison with the percentile increase in the
managerial remuneration and justi�cation thereof
and point out if there are any exceptional
circumstances for increase in the managerial
remuneration;
The Company's philosphy is based on principle of Pay for Performance.
During the year under review,
increment was given to
no
Chairman and
Managing Director and
.
10
Executive Director
On an average
%
increment was given to
Plant staf
Head Of�ce /
f.
f af�rmation that the remuneration is as per the
;
remuneration policy of the company
It is af�rmed that the remuneration paid is as per the Remuneration
Policy for Directors, Key Managerial Personnel and other employees
adopted by the Company
.
and based on their performance
  • Only sitting fee is paid to Non -Executive Directors as detailed in the Corporate Governance Report.

Date: 12/08/2022 Place: Mumbai

For and on behalf of the Board of Directors Sd/Hemant Kumar Ruia Chairman & Managing Director (DIN:00029410)

BOARDS REPORT

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

ANNEXURE 5

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company’s CSR policy including overview of projects or programmes proposed to be undertakenandareferencetotheweb-linktotheCSRpolicyandprojectsorprogrammes.

The Company has been undertaking CSR activities since past Eight years. The CSR Committee of the Company identifies certainprojects onitsownorthroughTrusts/Agencieswhichcarry outCSR activities.Depending on the priority,urgency and needofthesituationactivities areshortlistedandfinalized andapproved bytheCSRCommitteeand noted bytheBoard.

2. CompositionofCSRCommittee:-

r.
Director
Name of
Designation / Nature of
Directorship
Number of meetings of CSR
Committee held during the year
Number of meetings of CSR
Committee attended during the year
.
Dr.P.H.Vaidya
Chairman / Independent Director 2 2
Mr.Hemant Kumar
Ruia
Member / Chairman &
ManagingDirector
2 2
Mr.B.M.Jindel Member / Independent Director 2 1

3. Provide the web-link where Composition of CSR committee,CSR Policy and CSR projects approved by the board are disclosedonthewebsiteofthecompany.

http://www.amines.com/pdf/policies/CORPORATE-SOCIAL-RESPONSIBILITY-CSR-POLICY.pdf

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies(CorporateSocialresponsibilityPolicy)Rules,2014,ifapplicable.

NotApplicable

5. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies(CorporateSocialresponsibilityPolicy)Rules,2014,ifapplicable.

r.
Financial Year
Amount available for set-off
frompreceding financialyears
Amount required to be set-off
for the financialyear,if any
Not Applicable

6. Averagenetprofitofthecompanyaspersection135(5)(Rs.InLakhs):3370.88

(Rs.In Lakhs)

(a)
(b)
(c)
(d)
Two percent of average net profit of the company as per section 135(5) 67.42
Surplus arising out of the CSR projects or programs or activities of the previous financial years. Nil
Amount required to be set off for the financial year,if any Nil
Total CSR obligation for the financial year (7a+7b-7c). 67.42

BOARDS REPORT

AMINES & PLASTICIZERS LIMITED

8. (a) CSRamountspentorunspentforthefinancialyear :

Total Amount
Spent for the
Financial Year
(Rs.in Lakhs)
Amount Unspent
Total Amount transferred to Unspent Amount transferred to any fund specified under Schedule
CSR Account asper section 135(6).
VII asper secondproviso to section 135(5).*
Amount
Date of transfer
Name of the Fund
Amount
Date of Transfer
(Rs.In Lakhs)
( Rs.In Lakhs)
67.95 Nil
NA
-
Nil
-

(b) DetailsofCSRamountspentagainstongoingprojectsforthefinancialyear :

Sr.
**No. **
Name
of the
Project
Item from
the list of
activities
in Schedule
VII to the
Act
Local
area
(Yes /
No)
Location of the
project
State District
Project
duration
Amount
allocated
for the
project
(Rs.In lakhs)
Amount
spent
in the
current
financial
Year
(Rs.In Lakhs)
Amount
transferred to
Unspent CSR
Account for the
project as per
Section 135(6)
(Rs.In Lakhs)
Mode of
Implementation
-
Direct
(Yes/No)
Mode of
Implementation
through
Implementing
Agency
Name CSR
Registration
Number
Not Applicable

(c) DetailsofCSRamountspentagainstotherthanongoingprojectsforthefinancialyear :

Sr.
No.
Name
of
Project
Item from
the list of
activities
in Schedule
VII to the
Act
Local
area
(Yes /
No)
Location of the project Location of the project Amount
Spent for
the
project
(Rs.In
Lakhs)
Mode of
Implementation
-
Direct
(Yes/No)
Mode of Implementation
through Implementing Agency
Mode of Implementation
through Implementing Agency
State District
Name CSR
Registration
Number
1
.
Beach
Cleaning
Ensuring
environmental
sustainability,
ecological
balance
Yes Maharashtra Mumbai 1.00 No Savitri
Prathishthan
CSR00016465
2. Tree
Plantation
Ensuring
environmental
sustainability,
ecological
balance
Yes Maharashtra Navi
Mumbai
0.78 Yes NA NA
3
.
Contribution
for welfare
of blind and
disabled.
Setting up
homes for
women,
orphans
Yes Maharashtra Mumbai 60.00 No Omkar Andh
Apang Samajik
Sanstha
CSR00003196
4
.
Supply of
BTI powder
to NMMC
for Control
of Vector
Borne
diseases
Sanitation,
promoting
health care
including
preventive
health care
Yes Maharashtra Navi
Mumbai
6.175 Yes NA NA
**(d) ** AmountspentinAdministrativeOverheads Nil
**(e) ** AmountspentonImpactAssessment,ifapplicable Nil
(
f)
Total amount spent for the Financial Year (8b+8c+8d+8e) (Rs.In Lakhs) 67.95
(
**g) **
,
Excess amount for set off,if any (Rs.In Lakhs)
0.535

BOARDS REPORT

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

**Sr.No. ** Particular
s
Amount ( Rs.In Lakhs)
I)
ii)
iii)
iv)
v)
Two percent of average net profit of the company as per section 135(5)
Total amount spent for the Financial Year
Excess amount spent for the financial year [(ii)-( )]
i
Surplus arising out of the CSR projects or programs or activities of the previous financial years,if any
Amount available for set off in succeeding financial years [(iii)-(iv)]
67.42
67.95
0.
535
0.18
0.715

9 (a) DetailsofUnspentCSRamountfortheprecedingthreefinancialyears :

r.
Preceding
o.
Financial
Year
Amount
transferred to
Unspent CSR
Account under
section 135 (6)
(Rs.In Lakhs)
Amount spent
in the reporting
Financial Year
(Rs.In Lakhs)
Location of theproject Location of theproject Location of theproject Amount
remaining
t
o be spent in
succeeding
financial
years
(Rs.in Lakhs)
Name of
the Fund
(Rs.In Lakhs) Date of
transfer
Refer Below Note*
Total

*Note : Not applicable for earlier Financial Years as there was no requirement to transfer funds under Section 135(6) to the UnspentCSRAccountortothefundspecifiedunderScheduleVII.

(b) DetailsofCSRamountspentinthefinancialyearforongoingprojectsoftheprecedingfinancialyear(s) :

r.
Project ID
Name of the
Project
Financial Year
in which the
project was
commenced
Total
amount
allocated
for the
project
(Rs.in Lakhs)
Amount
spent on the
project in the
reporting
Financial
Year (Rs.in Lakhs)
Cumulative
amount spent
at the end of
reporting
Financial
Year(Rs.in Lakhs)
Status of
the project -
Completed /
Ongoing
Not Applicable
Total
0. In case of creation or acquisition of capital asset,furnish the details relating to the asset so
created or acquired through CSR spent in the financialyear (Asset-wise details)
Not applicable
a)
b)
c)
d)
Date of creation or acquisition of the capital asset(s)
Amount of CSR spent for creation or acquisition of capital asset.
Details of the entity or public authority or beneficiary under whose name such capital asset is
registered,their address etc.
Provide details of the capital asset(s) created or acquired (including complete
address and location of the capital asset).
Not applicable
Not applicable
Not applicable
Not applicable
1. Specify the reason(s),if the company has failed to spend two per cent of the average
net profit as per section 135(5).
Not applicable

Place : Mumbai Sd/Date : 12/08/2022 P H Vaidya Chairman - CSR Committee DIN : 00939149

Sd/Hemant Kumar Ruia Chairman and Managing Director DIN : 00029410

BOARDS REPORT

AMINES & PLASTICIZERS LIMITED

REPORT ON CORPORATE GOVERNANCE

The philosophy of the Company’s Corporate Governance ensures transparency in Company affairs, functioning of the Management and its accountability towards its stakeholders. It also encompasses the oversight of business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, bankers, investors and the society at large. The Company’s policies focus on the augmentation of long-term shareholder’s value without compromising integrity, social obligations, and regulatory compliances. While dealings with its stakeholders, the Company functions within the established standards of propriety, fair play and aims at creating a culture of openness. It has established a system that encourages all its employees to voice their concerns openly and without any fear or inhibition. As envisaged in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has been timely disclosing all necessary information and complying with all the applicable requirements of the Regulations in true letter and spirit. Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last.

Your Company confirms the compliance with the requirements of Corporate Governance as enlisted in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

1 Board of Directors (Board)

a) Composition and Category of Directors :

The Board of the Company is constituted with an optimum mix of executive and non-executive directors, which not only ensures legal compliance but also makes it a diversified Board with optimal blend of experience, expertise, and professionals. The Board while discharging its responsibilities, provide effective leadership, uphold the corporate values, promote the ethical culture, endorse sustainability and leverage innovation. Independent Directors guiding role in upholding corporate governance helps ensuring fairness in decision-making and they also bring independent judgement on matters of policy making, strategy, risk management and business performance.

As on the date of this report, the Board of the Company comprises of 6 Directors having 3 Independent Directors, 1 Non Executive Woman Director and 2 Executive Directors including the Chairman and Managing Director. The Board has in all Six (6) Directors and the composition of which is as provided hereunder :

Category Name of Directors No.of Directors % of total strength
of the Board
Promoter,
Executive Directors
Non-Executive,
Independent Directors
Non-Executive,
Non-Independent Director
1. Mr.Hemant Kumar Ruia
2. Mr.Yashvardhan Ruia
1. Mr.A S Nagar
2. Mr .B M Jindel
3. Dr.P H Vaidya
1.Ms.Nimisha Dutia
2
3
1
33.33
50
.00
16.66

The composition of the Board of Directors is in conformity with the applicable provisions of the SEBI (LODR) Regulations, 2015 as well as the Companies Act, 2013 read with applicable rules.

As mandated under Regulation 26(1) of the SEBI (LODR) Regulations, 2015, none of the Directors is a member in more than Ten Committees and none of them is a Chairperson of more than Five Committees across all listed entities in which they are Directors. As per declarations given, none of the Directors holds directorship in more than ten public companies and none of the directors serves as an Independent Director in more than seven listed companies Further, the Whole Time Directors of the Company do not serve as an Independent Director in any listed company.

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

BoardMeetings :

TheMeetingsoftheBoardareheldattheCorporateOfficeoftheCompanyinMumbai.

Name of the Director Date
of joining
the Board
Category of
Directorship
Attendance
particulars
Attendance
particulars
No.of other directorships and committee
s
chairmanship and memberships in Public
L
2
Companies other than AP as on 31.03.202
No.of other directorships and committee
s
chairmanship and memberships in Public
L
2
Companies other than AP as on 31.03.202
No.of other directorships and committee
s
chairmanship and memberships in Public
L
2
Companies other than AP as on 31.03.202
Board
Meeting
Last
AGM
Other
Directorships #
(Category of Directorship)
Committee @
M
C
Mr.Hemant Kumar Ruia 30/05/1992 CMD and Promoter 4 Yes 1. APL Infotech Ltd(Chairman)
Biswan
2. The Seksaria
Sugar
Factory Ltd (Independent
Director)
3. APL Holdings & Investments
Ltd (Non-Executive Director)
-
2
-
-
-
-
Mr.Yashvardhan Ruia 10/05/2017 ED and Promoter 4 Yes 1. Alumilite Architechurals Ltd.
(Independent Director)
. Western India Automobile
2
Professional
Association (
Director)
1
Dr.P.H.Vaidya 18/09/1998 NE & ID 4 No - - -
Mr.A.S.Nagar 24/01/2003 NE & ID 4 Yes - - -
Mr.B.M.Jindel 30/01/2007 NE & ID 3 No - - -
Ms.Nimisha Dutia 27/08/2014 NE 2 No - - -

Note :

  • i. Mr. Hemant Kumar Ruia and Mr. Yashvardhan Ruia are related to each other. None other directors are relatedinterse.

  • ii. BriefprofileofeachoftheabovedirectorsareavailableontheCompany’swebsitewww.amines.com

  • iii. Maximum tenure of Independent Director is in accordance with the Companies Act, 2013 and rules made thereunder.

thereunder.
M
= Membership;
C
= Chairmanship;
NE = Non-Executive; CMD = Chairman & ManagingDirector;
D = Independent; ED
= Executive Director;
# Directorships in Private Limited Companies excluded;
@ comprises of Audit and Stakeholder Relationship Committee of Indian Public Limited Companies other than
(APL)
Amines and Plasticizers Ltd
;

b) Independent Directors :

The Non-Executive Independent Directors have given the declaration that they fulfill the conditions of Independence specified in Section 149(6) of the Companies Act, 2013 and Rules made thereunder and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also given declaration under Rule 6(1) and (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors, if applicable, are required to undertake online proficiency self-assessment test conducted by the IICA within a period of one (1) year from the date of inclusion of their names in the data bank or within such time

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

as extended by the Central Government. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. A formal letter of appointment to Independent Directors as provided in the Act has been issued and uploaded on the website of the Company viz. www.amines.com. The meeting of Independent Directors without the presence of non-independent directors and members of the Management was held on 04th February, 2022. All the Independent Directors were present at this Meeting. Pursuant to Regulation 17A of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 the Independent Directors do not serve as an Independent Director in more than seven listed entities.

Roles, Responsibilities and Duties of the Board :

The duties of Board of Directors have been enumerated in the Listing Regulations, Section 166 and Schedule IV of the Act (Schedule IV is specifically for Independent Directors). There is a clear demarcation of responsibilities and authority amongst the members of the Board.

Skills/expertise/competencies identified by the Board of Directors :

As required under the Listing Regulations, the list of core skills/expertise/competencies as identified by the Board of Directors in the context of its business and sector for it to function effectively and those available with the Board are as under :

Matrix of skills / expertise / competencies :

  • i) Knowledge: Understanding of the Company’s business, policies and culture (including its mission, vision, values, goals, current strategic plan, governance structure, major risks and threats and potential opportunities) and knowledge of the industry in which the Company operates,

  • ii) Behavioural Skills: Attributes and competencies to use their knowledge and skills to function well as team members and to interact with key stakeholders,

  • iii) Strategic thinking and decision making,

  • iv) Financial knowledge,

  • v) Technical/Professional skills and specialized knowledge to assist the ongoing aspects of the business.

The Chairman and Managing Director :

The Chairman and Managing Director reports to the Board and has been entrusted with the responsibility of leadership, policy devising and decision making in addition to managing all day to day operations to achieve the goals of the Company. He is responsible, interalia for the effective functioning of the Board and for ensuring that all the relevant issues are placed before them and all Directors are encouraged to provide their expert guidance on the issues raised in the meetings of the Board, Committees and generally.

He is also responsible for formulating the corporate strategies along with other members of the Board of Directors. His role, inter alia, includes to:

  • ➤ Provide leadership to the Board & preside over all Board and General Meetings.

  • ➤ Revise goals and achieve it in accordance with Company’s overall vision and policies.

  • ➤ Ensure that the Board decisions are aligned with the Company’s strategic policies.

  • ➤ Ensure to place all relevant matters before the Board and to encourage healthy participation of all the Directors to enable them to provide their suggestions and expert guidance.

  • ➤ Monitor, interact with the core management team and oversee execution.

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

Executive Director :

The role of the Executive Director assumes significance as in to lead the Company in such a way that it achieves goals and to support the Managing Director in every policy decision and its implementation.

Non-Executive Directors (including Independent Directors) :

Non-Executive Directors play a significant role in balancing the functioning of the Board by providing expert views, independent analysis and judgement on various issues raised in the Board Meetings. They provide insight for formulation of business strategies, monitoring of performances, etc. Their role, inter- alia, includes to :

  • Impart balance to the Board by providing fair and independent judgement.

  • Provide feedback on Company’s strategy and performance.

  • Provide effective feedback and recommendations for further improvements.

c) Familiarization Program for Independent Directors :

It is important to familiarize the Directors of the Company with new updates in laws, statutes, business operations / policies from time to time in order to provide them an insight into their roles, rights and responsibilities and enable them to take well informed decisions. The Company had conducted the Familiarization Program during the year under review for Independent Directors with regards to their roles, rights, responsibilities, nature of the industry in which the entity operates, business model of the listed entity, organizational structure and economic features of the market and competitive environment. The programmes encompassed suitable exposure in the form of awareness, latest changes in statutes/ laws to acquaint them with the Company and its operations. Further on a regular basis, the Independent Directors are updated on various matters inter- alia covering the Company’s policies, subsidiaries businesses and operations, industry and regulatory updates, finance aspect and other relevant matters to discharge their duties to the best of their abilities. The programme focuses on the strategy for the future and covers all parts of the business and functions. The Independent Directors are also exposed to the constitution, Board procedures, matters reserved for the Board and major risks facing the business and mitigation programs. Apart from the above, the Directors are also given an update on the environmental and social impact of the business, corporate governance, regulatory developments and investor relations matters. The Board of Directors of the Company comprises of eminent persons from different fields having vast expertise in their respective fields. Also, all the independent directors are associated with the Company since quite a long time and thus know Company’s operations / practices very well. The details of such Familiarization Program for Independent Directors are disclosed on Company website and can be accessed at http://www.amines.com/pdf/policies/Familiriazation-of-Independent-Director-programme2022.pdf

d) Meetings :

During the Financial Year 1st April, 2021 to 31st March, 2022, Four Board Meetings were held on following dates – 07th June, 2021; 06th August, 2021, 11th November, 2021; and 4th February, 2022. The Board thus met at least once in every Calendar Quarter and the gap between two meetings are as per Statutory requirements. All these meetings had requisite quorum throughout the meetings. The important decisions taken at the Board/ Committee Meetings are communicated to the Heads of concerned department/division. The Company Secretary attends the Board Meetings and informs the Board on Compliances with applicable laws and governance. The details of attendance of the Directors at these Meetings are given in the table at Point no. 1 (a) above.

e) Board Agenda :

The The Board of Directors meet depending upon the urgency and importance of business matters. Once in a quarter they meet statutorily to review and take on record the quarterly financial results and status of the action taken on the points arising from the earlier meetings. The agenda for the Board Meetings is comprehensive and prepared in consultation with the Chairman and Managing Director and the Executive Director of the Company. The notice and the agenda along with the relevant notes and other

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

material information are sent in advance to each Director. This ensures active participation and timely informed decisions by the Board. Every Director is at liberty to suggest inclusion of items in the agenda and propose resolutions. All necessary information as required under the applicable provisions of the Act and / or Listing Regulations is placed before the Board. The Chairman & Managing Director apprises the Board at every Meeting about the overall performance of the Company and its subsidiaries. As required under the Secretarial Standards, the draft minutes of the meetings are circulated to all the Directors for their perusal and approval. The minutes of Board Meetings are signed by the Chairman of the Company at its next Meeting. At the Board meetings / Committee meetings, senior management personnel are invited to provide additional inputs for the matters being discussed by the Board of Directors. The important decisions taken at the Board Meetings are communicated to the Functional / Divisional Heads by the Company Secretary.

The details of remuneration paid to the Directors are given under the head Remuneration paid to the Directors during the year 2021-22 which forms part of a para on Nomination and Remuneration Committee. The Board of Directors of the Company has Four Mandatory Committees as on 31st March, 2022.

As required under Listing Regulations, none of the Non-Executive Directors hold any share and/or convertible instruments in the Company.

Post – Meeting Follow – Up Systems :

The Governance system in the Company includes an effective post – meeting follow-up, review and reporting process for action taken / pending on decisions of the Board.

2. Audit Committee :

a) Terms of Reference :

Audit Committee of the Board of Directors (“the Audit Committee”) is entrusted with the responsibility to plan, oversee and supervise the Company’s financial reporting process and internal controls. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulations. All members of the Audit Committee have finance / banking / taxation background and bring along expertise in the fields of Finance, Taxation, Economics & Risk Management and International Finance. It functions in accordance with its terms of reference that defines its authority, responsibility and reporting function. The terms of reference of Audit Committee inter alia amongst other things include mainly the following:

  • .1 Overseeing the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

  • Recommending the appointment, remuneration and terms of appointment of Auditors;

  • Approval of payment to statutory auditors for any other services rendered;

  • .4 Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to :-

  • a. matters required to be included in the Director’s Responsibility Statement to be included in the Board‘s Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, if applicable;

  • b. changes, if any, in accounting policies and practices and reasons for the same;

  • c. major accounting entries involving estimates based on the exercise of judgment by management;

  • d. compliance with IND AS / Accounting Standards;

  • e. significant adjustments made in the financial statements arising out of audit findings;

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

  • f. compliance with listing and other legal requirements relating to financial statements;

  • g. disclosure of related party transactions;

  • h. modified opinion(s) in the draft audit report, if any.

  • 5 Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

  • Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

  • Reviewing and monitoring the Auditor’s independence and performance, and effectiveness of audit process ;

  • Approval or any subsequent modification of transactions of the listed entity with related parties;

  • Scrutiny of inter-corporate loans and investments;

  • Valuation of undertakings or assets of the listed entity, wherever it is necessary;

  • Evaluation of internal financial controls and risk management systems;

  • Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

  • Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the Official heading the department, reporting structure coverage and frequency of internal audit;

  • Discussion with internal auditors of any significant findings and follow up there on;

  • Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

  • Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

  • To look into the reasons for substantial defaults, if any in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

  • To review the functioning of the whistle blower mechanism;

  • Approval of the appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

  • Carrying out any other function as is mentioned in the terms of reference of the audit committee.

  • 21 Review of information as mandated by the SEBI Listing Regulations.

b) FunctionsofAuditCommittee :

The Audit Committee, while reviewing the Annual Financial Statements also reviews the applicability of various Accounting Standards (AS) referred to in Section 133 of the Act.The compliance of the Accounting Standards as applicable to the Company has been ensured in the preparation of the Financial Statements for the year ended March 31, 2022. The Audit Committee ensures that the Internal Auditors and the Statutory Auditors function in a cohesive manner.The Statutory Auditors are responsible for performing Independent Audit of the Company’s Financial Statements and Company’s internal financial control over financial reporting in accordance with the generally accepted auditing practices and issuing reports based on such audits, while Internal Auditors are responsible for identifying internal risks, its assessment and internalriskcontrols.

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

The Chairman and Managing Director, Chief Financial Officer, Business Heads of the Company’s Divisions, the representatives of the Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee Meetings. The representatives of the Cost Auditor attend such Meetings of the Audit Committee where matters relating to the Cost Audit Report are discussed.The Company Secretary acts as a Convenor to the Committee as required by Regulation 18(1) (e) of the Listing Regulations.The Company follows best practices in financial reporting. The Company has been reporting on quarterly basis, the Unaudited Consolidated Financial Statements as required by Regulation 33 of the Listing Regulations.The Company’s Quarterly Un-audited Standalone and Consolidated Financial Statements are made available on the website www.amines.com and are also sent to the Stock Exchange where the Company’s Equity Sharesarelistedfordisplayattheirrespectivewebsites.TheAuditCommitteealsooverseesandreviewsthe functioningofavigilmechanismandreviewsthefindingsofinvestigationintocasesofmaterialnatureand theactionstakeninrespectthereof,ifany.

c) CompositionofAuditCommittee:

The composition of the Audit Committee is in accordance with Regulation 18 of the SEBI Listing Regulations. As on date of this report, the Audit Committee comprises of an Independent Director as the Chairman and 2 out of 3 other members being Independent Directors.All the members of the Committee possess financial knowledge and have requisite financial management expertise.The members have vast knowledge and experience in the field of finance,taxation,Insurance and accounts.The Audit Committee comprises of Four Members viz. Mr. A S Nagar, Mr. Hemant Kumar Ruia, Mr. B M Jindel and Dr. P H Vaidya. Except Mr. Hemant Kumar Ruia all other members of the Audit Committee are Non-executive and Independent Directors.Mr.A S Nagar is the Chairman of the Audit Committee.Mr.Ajay Puranik, President (Legal) & Company Secretary acts as the Secretary to the Committee. Chief Financial Officer, Mr. Pramod SharmaandStatutoryAuditorsoftheCompanyattendmeetingsbyinvitation.

Attendance:

Four Audit Committee meetings were held during the Financial Year; 1st April 2021 to 31st March, 2022 on following dates i.e. on 07th June, 2021; 06th August, 2021, 11th November, 2021; and 4th February, 2022.The requisitequorumwaspresentatalltheMeetings.

Name of the Director Designation Category No.of Meetings
Attended
Mr.A.S.Nagar
Mr.B.M.Jindel
Dr.P.H.Vaidya
Mr.Hemant Kumar Ruia
Chairman
Member
Member
Member
Non Executive & Independent
Non Executive & Independent
Non Executive & Independent
Chairman & Managing Director
4
3
4
4

The previous Annual General Meeting of the Company was on held Thursday, 23rd September, 2021 and Mr.ASNagar,ChairmanoftheAuditCommitteeattendedthesame.

3. Nomination and Remuneration Committee (NRC) :

The Nomination and Remuneration Committee discharges the functions as envisaged under the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

a) Terms of Reference :

  • (1) formulation of criteria for determining qualifications, attributes and independence of a director and recommend to the board of directors a policy relating to the remuneration of the directors, key managerial personnel and other employees;

  • (2) formulation of criteria for evaluation of performance of independent directors and the board of directors;

  • (3) devising a policy on diversity of board of directors;

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

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  • (4) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal;

  • (5) decision on extension or continuation of the term of appointment of independent directors, on the basis of the report of performance evaluation of independent directors.

b) Composition and meetings :

The NRC comprises of Mr. A. S. Nagar, Chairman, Dr. P H Vaidya and Mr. B. M. Jindel, Independent Directors and Mr. Hemant Kumar Ruia, Chairman & Managing Director of the Company. Mr. Ajay Puranik, President (Legal) & Company Secretary acts as the Secretary to the Committee. The previous Annual General Meeting of the Company was held on Thursday, 23rd September, 2021 and Mr. A S Nagar, Chairman of the Committee attended the same.

Attendance :

Two meetings were held during the Financial Year; 1st April, 2021 to 31st March, 2022 on 7th June, 2021 and 4th February, 2022. The requisite quorum was present at the Meeting.

Name of the Director Designation Category
Attended
No.of Meetings
Mr.A S Nagar
Dr.P H Vaidya
Mr.B.M.Jindel
Mr.Hemant Kumar Ruia
Chairman
Member
Member
Member
Non Executive & Independent
Non Executive & Independent
Non Executive & Independent
Chairman & Managing Director
2
2
1
2

Mr. Ajay Puranik, President (Legal) & Company Secretary was present at the meetings held on 7th June, 2021 and 4th February, 2022.

Remuneration Policy :

The Nomination and Remuneration Committee has considered the factors laid down under Section 178(4) of the Companies Act, 2013 while formulating the Remuneration Policy.

Remuneration to Non Executive Directors :

The only remuneration paid to the Non-Executive Directors is by way of Sitting Fees. The Non- Executive Directors are paid sitting fees for each meeting of the Board and Audit Committee attended by them. The sitting fees paid to the Non-Executive Directors are :

  • i) A sitting fee of ` 10,000/- for every meeting of the Board of Directors;

  • ii) A sitting fee of ` 2,500/- for every meeting of the Audit Committee.

The total amount of sitting fees paid during the Financial year was Rs. 157500/- (Rupees One Lakh Fifty Seven Thousand Five Hundred only)

The Non – Executive Directors/ Independent Directors do not have any material pecuniary relationship or transactions with the Company.

Remuneration to Executive Directors/ KMP :

During During the year under review, the Company had two Executive / Whole Time Directors, Mr. Hemant Kumar Ruia and Mr. Yashvardhan Ruia. The appointment and remuneration of Mr. Hemant Kumar Ruia, Chairman & Managing Director and Mr. Yashvardhan Ruia are approved and governed by the resolutions passed in the meetings of the board and members of the Company. The Remuneration to the Executive Directors includes salary, perquisites, allowances, contributions to Provident and Super Annuation Funds, accident and keyman insurance policies and such other benefits as approved by the members. The remuneration paid to other Key Managerial Personnel (KMP) are by way of salary, perquisites and allowances. The remuneration has been devised based on the Company’s overall

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

performance, contribution towards growth, developing key areas of market, time management, team building, trends in the industry in order to reward and retain talent in the Company. The increment in the remuneration of the KMPs viz. Company Secretary and the Chief Financial Officer is approved by the Nomination and Remuneration Committee and is effective from 1st April.

Performance Evaluation :

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal process of the annual performance evaluation of the Board, Committees and individual Directors based on various criteria. The Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees. The performance was evaluated on parameters such as performance of the board against the performance benchmarks set, overall value addition, participation in deliberations of the Board, qualifications, experience, special contribution, utility etc. A brief questionnaire was prepared covering various aspects including the above areas of competencies. The evaluation of the Chairman and Managing Director, Executive Director and Non Independent Directors was carried out by the Independent Directors. The Directors express their satisfaction with the evaluation process.

The Criteria of making payments to Non-Executive Directors is displayed on the Company’s website www.amines.com

Core Skills/Expertise/Competencies available with the Board

The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience, independence and knowledge to ensure their continued effectiveness. The Board Members have background that when combined provide a portfolio of experience and knowledge that will serve Company’s governance and strategic needs. The Directors have demonstrated experience and ability that is relevant to the Board’s oversight role with respect to Company’s business and affairs. In terms of Listing Regulations, the following skills, expertise and competencies have been identified by the Board of Directors as required in the context of its business and sector for it to function effectively :

  • Industry knowledge

  • Leadership and Entrepreneurship

  • Strategic Planning

  • Business Management

  • Corporate Governance

  • Financial and Risk Management

  • Sales, Marketing and Business Developmen

The abovementioned skills / expertise / competencies are available with the Board as a whole.

In the table below, the specific areas of expertise of individual Board members are as under :

Name of the Director Area of Expertise Area of Expertise Area of Expertise Area of Expertise Area of Expertise Area of Expertise Area of Expertise
Industry
knowledge
Leadership and
Entrepreneurship
Strategic
Planning
Business
Management
Corporate
Governance
Financial
and Risk
Management
Sales,Marketing
a
nd Business
Development
Mr.Hemant Kumar Ruia
Mr.Yashvardhan Ruia
Dr.P.H.Vaidya -
Mr.A.S.Nagar -
Mr.B.M.Jindel -
Ms.Nimisha Dutia - - - -

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

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Details of remuneration paid to the Directors for the year 2021-22 :

c) Remuneration of Non-Executive Directors:

All Directors except Mr. Hemant Kumar Ruia and Mr. Yashvardhan Ruia are Non - Executive and therefore no remuneration is paid except sitting fees during the year under review as mentioned below :

|SittingFees Paid( )
|SittingFees Paid( )<br>|
|---|---|
|Board Meeting|Audit Committee Meeting|
|0,000
4|, 00
10 0|
|0,000
4|, 00
10 0|
|0,000
3|7500|
|20,000|---|

d) Remuneration to Chairman & Managing Director and Executive Director :

The remuneration paid to the Chairman and Managing Director is by way of approval of the members through the Special Resolution passed at the 44th Annual General Meeting of the Company th held on 25 September, 2019. The term of appointment of the Chairman and Managing Director is for a period of Five years effective from 1st April 2019. The remuneration paid to the Executive Director is by way of approval of the Members through Special Resolution passed at the 45th Annual General Meeting of the Company held on 29th September, 2020. The term of appointment of the Executive Director is for a period of Five Years effective from 1st June, 2020. The appointment of the Chairman and Managing Director and Executive Director can be terminated by either party giving Three months’ notice in writing. There is no concept of severance fees in the terms of appointment of the Chairman and Managing Director and Executive Director. The total remuneration paid to Mr. Hemant Kumar Ruia, Chairman and Managing Director & Mr. Yashvardhan Ruia, Executive Director during the financial year 2021-22 is shown in detail hereunder :

( Amount in
)
`
Designation Salary Perquisites Bonus Total
Chairman Managing Director
&
1,20,60,000.00 48,65,490.00 16,08,000.00 1,85,33,490.00
Executive Director 42,00,000.00 9,95,346.00 5,60,000.00 57 55 346.00
,
,

The amount contributed towards provident fund, super annuation has not been included in the total remuneration paid. The Company does not have any performance linked commission, incentives and stock option scheme.

4 Stakeholder Relationship Committee (SRC) :

The Company gives highest importance to Investor Relations and all the stakeholders are treated at par and it strives to achieve the appropriate balance between various stakeholders, in the best interest of the Company. It mainly focuses on the expeditious and effective redressal of the Shareholder’s grievances in order to strengthen Investor Relations.

a) Composition :

The Committee comprises of Two Non-Executive Independent Directors and one Executive Director. The Committee comprises of Mr. B M Jindel, Mr. A. S. Nagar and Mr. Hemant Kumar Ruia. All members except Mr. Hemant Kumar Ruia, Chairman and Managing Director are Non – Executive and

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

Independent Directors of the Company. Mr. A. S. Nagar is the Chairman of the Stakeholder Relationship Committee.

b) Terms of Reference :

The constitution and terms of reference of Stakeholders Relationship Committee is as per Section 178 (5) of the Act and Regulation 20 of the Listing Regulations as amended from time to time.

The Committee specifically looks into redressal of investors’ complaints including non-receipt of annual reports, non-receipt of declared dividends and complaints related to transfer / transmission etc. of shares. The Committee also monitors and reviews the performance and service standards of the Share Transfer Agent and provides continuous guidance to improve the service levels for the benefit of investors.

c) Committee Meetings :

The investor correspondence and grievances are being attended by M/s Link Intime India Pvt Ltd., Registrar and Share Transfer Agents of the Company and a periodical report is being presented to the Committee. There were no major complaints from the investors. Routine requests / general intimations regarding change of address, revalidation of dividend warrants, issuance of duplicate share certificates, transfer/ transmission of shares, dematerialization of shares, physical copy of Annual Report etc. which are duly attended within the period prescribed under the Act and the Listing Regulations. All the complaints including complaints received through Securities and Exchange Board of India (SEBI) Portal were attended to and resolved within prescribed time.

The Committee met Two times during the Financial Year 2021-22 viz. 07th June, 2021 and 04th February, 2022. The requisite quorum was present at both the Meetings.

Composition of the Committee and attendance of each Director at these meetings are as follows:

Name of the Director Designation No.of Meetings Attended
Mr.A.S.Nagar Chairman 2
Mr.B.M.Jindel Member 1
Mr.Hemant Kumar Ruia Member 2

The 46th Annual General Meeting of the Company was on held Thursday, 23rd September, 2021 and Mr. A S Nagar, Chairman of the Stakeholder Relationship Committee attended the same.

d) Compliance Officer :

Mr. Ajay Puranik, President (Legal) & Company Secretary is the Compliance Officer pursuant to Regulation 6 of the SEBI (LODR) Regulations, 2015.

e) Details of complaints received and resolved during the year:

Complaintspendingas on April 1, 20
21
NIL
Number of Share holders’ complaints received during the year 3
Number of complaints resolved during the year 3
Number of complaints not solved to the satisfaction of shareholders NIL
Number of pending complaints NIL

The above table includes Complaints received from SEBI SCORES/ BSE by the Company.

5 CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR) :

As per the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee.

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

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Terms of Reference :

  • ➥ Formulate and recommend CSR Policy, for approval of the Board.

  • ➥ Formulate and recommend to the Board, an annual action plan in pursuance of CSR policy.

  • ➥ Approve projects that are in line with the CSR policy.

  • ➥ Implement CSR projects/programmes directly and through registered implementing agencies.

  • ➥ Have monitoring and reporting mechanisms in place to track the progress of each project.

  • ➥ Recommend the CSR expenditure to the Board of the Company for approval.

  • ➥ Ensure the end utilization of CSR expenditure.

  • ➥ Such other terms as required under any statutory obligation.

Composition of the Committee :

The CSR Committee of the Company comprises of Three Members. Dr. P H Vaidya, Independent and Non Executive Director, is the Chairman of the Committee. The other members of the CSR Committee include Mr. Hemant Kumar Ruia, Chairman & Managing Director, Mr. B M Jindel, Non-Executive and Independent Director. The composition of the CSR Committee is in accordance with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. As per Section 135 of the Companies Act, 2013 the Company has spent ` 67 955. Lakhs for the Financial Year 2021-2022. The Company has formulated a CSR Policy, which is uploaded on the website of the Company. (Weblink : http://amines.com/pdf/policies/CORPORATE-SOCIAL-RESPONSIBILITY-(CSR)-POLICY.pdf) A detailed report on the CSR activities in conformity with the necessary provisions of the Act forms a part of the Board’s Report.

Meetings :

During the year under review, Two meetings were held viz. on 07th June, 2021 and 04th February, 2022. The requisite quorum was present at both the Meetings.

Designation Category No.of Meetings
Attended
Chairman Non Executive & Independent 2
Member Chairman and Managing Director 2
Member
Non Executive & Independent
1

6. General Body Meeting :

a) Annual General Meeting :

eneral Meeting :
DateandTime Location SpecialResolution
23rd September,
2021at 4.00 PM
Through Video
Conferencing
(VC)/ Other
Audio-Visual
Means (OAVM)
NIL
29th September,
2020 at 4.00 PM
Through Video
Conferencing
(VC)/ Other
Audio-Visual
Means (OAVM)
1. Approval of members of the Company for re-
appointment of Mr. Yashvardhan Ruia as Whole Time
Director designated as Executive Director of the
Company for
a period of Five years with a revised
remuneration under Schedule V for a period of 3 years.

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

FinancialYear DateandTime Location SpecialResolution
2018-19 25th September,
2019 at 12.00
Noon
Guwahati,
Assam
1. Approval of members of the Company for re-
appointment of Dr. Pandurang Hari Vaidya as
Independent Director of the Company for a period of
Five years.
2. Approval of members of the Company for re-
appointment of Dr. Mithilesh
Kumar Sinha as
Independent Director of the Company for a period of
Five years.
3. Approval of members of the Company for re-
appointment of Mr. Arun Shanker Nagar as
Independent Director of the Company for a period of
Five years.
4. Approval of members of the Company for re-
appointment of Mr. B. M. Jindel as Independent
Director of the Company for a period of Five years.
5. Approval of members of the Company for re-
appointment of Mr. Hemant Kumar Ruia as Chairman &
Managing Director of the Company for a period of Five
years and remuneration approved for a period of
3 years.
6. Approval of members of the Company for revision in
remuneration of Mr. Yashvardhan Ruia, Executive
Director, for the remainder of his term.

b) Resolutions passed through Postal Ballot :

No Special Resolution on matters requiring Postal Ballot was passed during the year under review. No Special Resolution is proposed to be conducted through Postal Ballot as on date of this report.

7. Governance Codes :

Code of Conduct :

In compliance with the Listing Regulations and the Companies Act, 2013, the Company has framed Code of Conduct and Ethics. The code of conduct is applicable to Directors, Employees and Non- Executive Directors including Independent Directors to such an extent as may be applicable to them depending on their roles and responsibilities. The Company has devised and adopted “Code of Conduct” (“Code”) for all the Board members and Senior officials of the Company for ethical, professional conduct and the Code is posted on the website of the Company www.amines.com. The Code requires Directors and Senior Officials of the Company to act honestly, fairly, ethically and with integrity. They are expected to conduct themselves in a professional, courteous and respectful manner in the best interest of the Company. Annual confirmation regarding compliance with the Code is obtained from every person covered by the Code of Conduct. All the members of the Board and Senior Executives have affirmed compliance to the Code as on 31st March, 2022. A declaration to this effect signed by the Chairman and Managing Director is forming part of the report.

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

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Conflict of Interests :

The Directors of the Company inform the Board about their interests in other Companies by virtue of Directorship / Committee Memberships held by them and changes taken place during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concerns or interests.

Insider Trading Code :

The Company has adopted Code of internal procedures & Conduct for regulating, monitoring and reporting of Trading by Insiders (‘the Code’) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations) as amended as on date. The Code is applicable to Promoters, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated Code of Fair Disclosure for practices and procedures for fair disclosures of unpublished price sensitive information in compliance with PIT Regulations. The said codes are displayed on the Company’s website viz. www.amines.com.

8. CEO / CFO Certification :

The Chairman and Managing Director of the Company Mr. Hemant Kumar Ruia and Chief Financial Officer of the Company Mr. Pramod Sharma have certified compliances with the stipulations of Regulation 17(8) of the SEBI (LODR) 2015 in relation to Annual Financial Statements for the year 2021-22.

9. Information regarding Unclaimed Shares :

The Company has no unclaimed shares that are required to be transferred to Unclaimed Suspense Account. Accordingly, Regulation 39(4) read with Schedule VI of the SEBI (LODR) Regulations, 2015 is not attracted during the year.

10. Means of Communication :

This is being done through submission of quarterly, half yearly and annual financial results to the Stock Exchange in accordance with the SEBI (LODR) Regulations, 2015, and publication in the Newspapers.

  • a) The quarterly, half yearly and annual financial results are published in 2 News papers circulated in the State of Assam, where registered office of the Company is situated.

  • i) Times of India / Financial Express (English)

  • ii) Dainandin Barta (Assamese).

The Company has not printed physical copies of annual report for distribution in view of exemption available vide circular(s) dated September 28, 2020, May 5, 2020, April 13, 2020 and April 08, 2020, January 13, 2021 issued by the Ministry of Corporate Affairs (“MCA ”) (collectively referred to as “MCA Circulars”) and read with circular no. SEBI/ HO/CFD/CMD1/CIR/P/2020/79, and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated May 12, 2020 and January 15, 2021 issued by Securities Exchange Board of India (“SEBI”) (collectively referred to as “SEBI Circulars”). The full Annual Report was made available on the website of the Company and also disseminated to the stock exchanges where shares of the Company are listed. The electronic copies of the annual report and the notice convening the 46th AGM were sent to all the members whose e-mail addresses were registered with the Company or their respective Depository Participants (DP).

b) The quarterly, half yearly and annual Financial Results, Shareholding Pattern, Board Meeting details

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

and other necessary information are posted on the website of the Company www.amines.com.

  • c) This report on Corporate Governance forms part of the Annual Report 2021-22 of the Company and a Certificate from a Practicing Company Secretary confirming compliance is enclosed herewith.

  • d) A report on Management Discussion & Analysis is also a part of the Company’s Annual Report.

11. Compliance :

The Board reviews periodically compliance reports of all Laws applicable to the Company as well as steps taken by the Company to rectify instances of non-compliances, if any.

12. Subsidiary Company :

The minutes of the meetings of the Board of Directors and the Financial Statements for the year ended March 31, 2022 of Amines & Plasticizers FZ LLC subsidiary of the Company were placed before the Board and the Audit Committee for their information and review.

13. General Shareholder Information

a) Company Registration Details :

The Company is registered in the State of Assam, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L24229AS1973PLC001446 and Company’s shares are listed on the BSE Limited.

b) Annual General Meeting for the Financial Year 2021-22 :

Date : September 2 ,20
8
2
2
Day
:
Wednesday
Time
:
4.00 PM
Venue
:
Annual General Meeting through Video Conferencing /
OtherAudio-VisualMeansfacility
As required under Regulation 36(3) of the Listing Regulations, particulars of Directors seeking
appointment/re-appointment at the forthcoming Annual General Meeting (AGM) are given in the
AnnexuretotheNoticeoftheAGMtobeheldon
2
September,202
Wednesday, 8
2.
th
Financial Year
:
April 1,20
to March 31,20
21
2.
2
BookClosure
:
September 1 , 202
to September 2 , 202
(both days
6
2
8
2
inclusive)forthepurposeofAGM.
Dividendpaymentdate
:
The Dividend, if declared by the Shareholders at the
Annual General Meeting shall be paid /credited on or
before 27 October,2022 i.e.within 30 days from the date
th
of declaration. The Dividend shall be payable to those
shareholders whose names appear in the Company's
Register of Members / statements of beneficial position
received from the NSDL and the Central Depository
Services (India) Limited as at the close of business hours
onSeptember15,2022forthepaymentofDividend.

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

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c) Financial Calendar for 2022-23 (Tentative) :

The Financial Year of the Company is April - March of every year and the tentative details of the financial calendar for the year 2022-2023 are as under :

Financial Results (both standalone : Tentative time of declaration. and consolidated) for the Quarter Ending on

30th September, 2022 : First week of November 2022. 31st December, 2022 : First week of February 2023. 31st March, 2023 : First week of May 2023. Forty Eighth Annual General Meeting of the Company for the year ending 31st March 2023 : September 2023.

The above dates are only tentative in nature and may undergo changes based on the legal and administrative requirements.

d) Dividend Announcement:

The Board of Directors at their Meeting held on 23rd May, 2022, recommended dividend payout, subject to approval of the Shareholders at the ensuing 47th Annual General Meeting of the Company @ 0.40 per equity share of 2/- each for the Financial Year 2021-22. The Dividend shall be paid to the members whose names appear in the Company's Register of Members / statements of beneficial position received from the NSDL and the Central Depository Services (India) Limited as at the close of business hours on September 15, 2022. The dividend if declared at the said Annual General Meeting shall be paid on or after 05th October, 2022.

Payment of Dividend - The Company pays dividend as per the modes prescribed under Regulation 12 of the Listing Regulations. The declared dividend is paid by the Company within the statutory time period prescribed under the Companies Act, 2013.

Unclaimed Dividends and underlying Shares – Pursuant to Section 124(5) of the Companies Act, 2013 (‘the Act’) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) rule, 2016 (‘the Rules’) the Companies are required to transfer the dividend together with interests accrued, if any that has remained unclaimed for a period of Seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF), a fund established under sub section (1) of section 125 of the Act. The unpaid / unclaimed dividend for the financial year 2013-14 was transferred to the Fund in November, 2021. The details of unclaimed / unpaid dividend are available on the website of the Company viz. www.amines.com.

e) Mandatory Transfer of Shares to Demat Account of Investors Education and Protection Fund Authority (IEPFA) in case of unpaid / unclaimed dividend on shares for a consecutive period of seven years.

Pursuant to Section 124 (6) of the Act read with the Rules all the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be credited to the Demat Account of the IEPFA within a period of 30 days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonuses, etc.), if any, accruing on such shares shall also be credited to Demat Account of IEPFA and voting rights on such shares shall remain frozen till the rightful owner claims the shares.

Accordingly, during the year under review, there were Equity shares required to be transferred to the demat account of IEPF Authority, since the Company had declared dividend in the year 2013-14. The details of the shareholders whose shares are transferred to IEPF during the year 2021-22 are available

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

on the Website of the Company www.amines.com. Further, pursuant to the provisions of Investor Education and Protection Fund, uploading of information regarding unpaid and unclaimed amounts lying with the Company as on September 23, 2021 (date of last Annual General Meeting) has been uploaded on the website of the Company (www.amines.com), as also on the website of the Ministry of Corporate Affairs(www.mca.gov.in).

Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by following the procedure prescribed under the aforesaid rules.

The Company has sent out individual communication dtd. 06/07/2021 to the concerned Members whose shares are liable to be transferred to IEPFA in November 2021, to take immediate action in the matter. As required under the IEPF Rules, the Company has also published a Notice informing the Members who have not claimed their dividend for a period of 7 years to claim the same from the Company before they are transferred to IEPFA. During the year under review the Company has transferred 25065 Shares to IEPF Authority for which dividend is unpaid/unclaimed for a period of 7 consecutive years.

Therefore, it is in the interest of the shareholders to regularly claim dividends declared by the Company, if it remains unclaimed.

Pursuant to the aforesaid provision, the dividend for the years mentioned below will be transferred to the IEPF on the respective dates, if the dividend remains unclaimed for seven years, and the corresponding shares will also be transferred to IEPF if dividend is unclaimed for seven consecutive years.

|Financial
Year|Date of
Declaration|Face Value
of Shares
( )
|**Dividend per**<br>**S**<br>**hare ( )**<br>|Unclaimed Dividend
Amount as on
2
31.03.20
2
( )
`|Due Date of the
proposed transfer to
the Investor Education
and Protection Fund|
|---|---|---|---|---|---|
|2013-14
2014-15
2015-16
2016-17
2017-18
2018-19|29/09/2014
23/09/2015
16/03/2016
27/09/2017
27/09/2018
25/09/2019|10
2
2
2
2
2|1.00
0.20
0.20
0.30
0.30
0.30|143148.00
286947.00
437513.00
184673.00
184043.00
210375.00|02/11/2021
26/10/2022
19/04/2023
31/10/2024
30/10/2025
02/11/2026|
|2019-20|04/03/2020|2|0.30|384697.00|09/04/2027|
|2020-21|23/09/2021|2|0.40|143148.00|26/10/2028|

The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company at http://www.amines.com/pdf/IEPF/details-of-nodal-officer.pdf

  • f) Information on Directors being appointed/ re-appointed : The information regarding Directors seeking appointment /re-appointment at the ensuing Annual General Meeting is given in the Notice convening the Annual General Meeting.

  • g) Listing on Stock Exchanges

  • : BSE Limited, P. J. Towers, Dalal Street, Mumbai – 400 001.

Annual Listing Fees of ` 3,54,000/-for the Financial year 2022-23 has been paid to BSE Ltd.

  • h) Stock Code

  • : 506248

  • i) Market Information : Market price data-monthly high/ low of Company’s Equity Shares & Sensex during the last financial year.

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

|Month|Amines & Plasticizers Ltd.
Face Value of Shares
2/-
|**Amines & Plasticizers Ltd.**<br>**Face Value of Shares**<br>**2/-**<br>|BSE Sensex|BSE Sensex|
|---|---|---|---|---|
||High ( )
|Low ( )<br>|High( )
|Low ( )<br>|
|April 2021
May 2021
June 2021
July 2021
August 2021
September 2021
October 2021
November 2021
December 2021
January 2022
February2022|112.70
111.70
126.35
176.00
170.00
138.40
139.30
136.00
128.40
129.70
122.20|70.00
90.65
100.00
101.00
105.55
112.00
114.10
107.25
104.50
111.70
80.20|50375.77
52013.22
53126.73
53290.81
57625.26
60412.32
62245.43
61036.56
59203.37
61475.15
59618.51|47204.5
48028.07
51450.58
51802.73
52804.08
57263.9
58551.14
56382.93
55132.68
56409.63
54383.2|
|March 2022|114.90|84.30|58890.92|52260.82|

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----- Start of picture text -----

APL BSE SENSEX
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j) Registrar and Transfer Agent :

The Board of Directors of the Company has appointed M/s Link Intime India Pvt Ltd as Registrar and Transfer Agent of the Company. Details of M/s Link Intime India Pvt Ltd are as follows :

Link Intime India Pvt Ltd Unit : Amines & Plasticizers Ltd

C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400083. Tel : 022 49186000 Fax No : (022) 49186195 E – Mail :- [email protected]

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

k) Share Transfer System :

The trading in equity shares of the Company is permitted only in dematerialized form. In terms of amended Regulation 40 of the Listing Regulations w.e.f. 1st April, 2019, transfer of securities in physical form shall not be processed unless the securities are held in the demat mode with a Depository Participant. Further, with effect from 24th January, 2022, SEBI has made it mandatory for listed companies to issue securities in demat mode only while processing any investor service requests viz. issue of duplicate share certificates, exchange/sub-division/ splitting/ consolidation of securities, transmission/transposition of securities. Vide its Circular dated 25th January, 2022, SEBI has clarified that listed entities/ RTAs shall now issue a Letter of Confirmation in lieu of the share certificate while processing any of the aforesaid investor service request. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them and participate in various corporate actions. The Company obtains an annual certificate from Practicing Company Secretary as per the requirement of Regulation 40 (9) of Listing Regulations and the same is filed with the Stock Exchanges.

Simplified Norms for processing Investor Service Request :

SEBI, vide its Circular dated 3rd November, 2021, has made it mandatory for holders of physical securities to furnish PAN, KYC and Nomination/Opt-out of Nomination details to avail any investor service. Folios wherein any one of the above mentioned details are not registered by 1st April, 2023 shall be frozen.

The concerned Members are therefore urged to furnish PAN, KYC and Nomination/Opt out of Nomination by submitting the prescribed forms duly filled by email from their registered email id to [email protected] in or by sending a physical copy of the prescribed forms duly filled and signed by the registered holders to LinkIntime India Pvt Ltd.

Nomination

Individual Individual shareholders holding shares in physical form either singly or jointly can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholder(s). Nomination facility in respect of shares held in electronic form is also available with the Depository Participants as per the by-laws and business rules applicable to NSDL and CDSL. Nomination forms can be obtained from Link Intime India Private Limited.

Deal only with SEBI registered intermediaries

Investors should deal only with the SEBI registered intermediaries so that in case of deficiency of services, investor may take up the matter with SEBI.

Electronic Clearing Service

The The Securities and Exchange Board of India (SEBI) has made it mandatory for all companies to use the Bank account details furnished by the Depositories for depositing dividends. Dividend will be credited to the Members’ bank account through ECS wherever complete core banking details are available with the Company. Investors should avail the Electronic Payment Services for payment of dividend as the same reduces risk attached to physical dividend warrants. The Investors can update their bank details with the RTA by sending an email on [email protected] in order to avoid risk attached with physical dividend warrants. In case where the core banking details are not available, dividend warrants will be issued to the Members with bank details printed thereon as available in the Company’s records. This ensures that the dividend warrants, even if lost or stolen, cannot be used for

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

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any purpose other than for depositing the money in the accounts specified on the dividend warrants and ensures safety for the investors. The Company thus complies with the SEBI requirement in this regard.

Service of documents through electronic mode :

As a part of Green Initiative, the members who wish to receive the notices/documents through e-mail, may kindly update their e-mail addresses with the Company’s Registrar and Share Transfer Agent, Link Intime India Pvt. Ltd, by sending a request to [email protected]

l) Shareholding Pattern as on 31.03.2022 :

Quarterly Shareholding pattern is submitted with Stock Exchange and uploaded on the website of the Company www.amines.com. Extract is reproduced herein below :-

Sr.No. Category No.of Shares held % of Shareholding
1 Promoters 40256850 73.1677
2 Banks / Financial Institutions /Insurance Companies/ Trust 2000 0.0036
3 IEPF Authority 1036930 1.8846
4 Bodies Corporate 7983173 14.5096
5 Indian Public /HUF / Clearing Members 5606388 10.1897
6 Foreign Individuals or NRI 134659 0.245
Total 55020000 100.00

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CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

m) Distribution of Shareholding as on 31/03/2022 :

No.of Equity
Shares Held
No.of
Shareholders
Percentage of
Shareholders
No.of
Shares
Percentage of
Shares
1 to 500 9192 82.3361 1111942 2.0210
501 to 1000 965 8.6439 792677 1.4407
1001 to 2000 507 4.5414 778827 1.4155
2001 to 3000 193 1.7288 496676 0.9027
3001 to 4000 83 0.7435 304837 0.5540
4001 to 5000 76 0.6808 366417 0.6660
5001 to 10000 81 0.7255 596821 1.0847
10000 to Above 67 0.6001 50571803 91.9153
Total 11164 100.00 55020000 100.0000

n) Dematerialization of shares and liquidity:

The total shareholding of the Company held in the electronic form as on 31/03/2022 is 53343680 with NSDL and CDSL which amounts to 96.95% of the total paid up capital of the Company. The market lot of the Equity Share of your Company is 1 (One) Share, as the trading in the Equity shares of your Company is permitted only in the dematerialized format.

Total number of shares demated and physical holding as on 31.03.2022 :-

No of
.
Shareholders
No of Shares % of Paid Up Capital
NSDL 3628 12237851 22.24
CDSL 6526 41105829 74.71
Physical 1026 1676320 3.19
Total 11180 55020000 100.00

o) Reconciliation of Share Capital Audit :

As stipulated by SEBI, a qualified Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) and the total issued and listed capital. The audit is carried out every Quarter and the Report thereon is submitted to the Stock Exchange where the shares of the Company are listed. The audit confirms that the total Listed and Paid up capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.

  • Depositories : Central Depository Services (India) Ltd. (CDSL) National Securities Depository Ltd. (NSDL)

  • *** ISIN :** INE275D01022

  • p) Outstanding GDRs/ADRs : No such GDRs/ADRs/Warrants or any convertible instruments were issued and outstanding.

  • q) Plant Locations :- : Chemical Plant (Unit No. I) Thane – Belapur Road, Turbhe, Navi Mumbai – 400 705.

  • : APL Industrial Gases Plant (Unit No. II) (A division of Amines & Plasticizers Limited)

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

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Survey No. 49, Village Vadval, Taluka Khalapur, Dist. Raigad, Maharashtra – 410 203. : APL Engineering Services (A division of Amines & Plasticizers Limited) Survey No. 49, Village Vadval, Taluka Khalapur, Dist. Raigad, Maharashtra – 410 203. r) Address for Correspondence : Corporate Office : ‘D’ Bldg, 6th Floor, Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400 018. Registered Office : Poal Enclave, C/o Pranati Builders Pvt. Ltd., Principal J. B. Road, Chenikuthi, Guwahati, Assam – 781 003. s) Investor Correspondence : Mr. Ajay Puranik President (Legal) & Company Secretary Address : ‘D’ Bldg, 6th Floor, Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400 018. Tel : 022 62211000 | Email : [email protected]

t) Secretarial Audit Report :

The Company has undertaken Secretarial Audit for the financial year 2021-22 which, inter-alia, includes audit of compliance with the Act, and the Rules made under the Act, Listing Regulations and applicable Regulations prescribed by the SEBI and Foreign Exchange Management Act, 1999 and Secretarial Standards issued by the Institute of the Company Secretaries of India. The Secretarial Audit Report forms part of this Annual Report.

u) Annual Secretarial Compliance Report :

The Company has undertaken an audit for the financial year 2021-22 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder.

The Annual Secretarial Compliance Report has been submitted to the stock exchange within 60 days of the end of the financial year or as prescribed by SEBI.

AFFIRMATIONS AND DISCLOSURES :

  • a. Compliances with Governance Framework - The Company is in compliance with all mandatory requirements under the Listing Regulations.

The Company has followed the Guidelines of Indian Accounting Standards laid down by the Central Government and The Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements.

The Company has been complying with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), a Statutory Body.

  • b. Related party transactions - All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the Listing Regulations during the financial year were on arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with Related Parties during the financial year. Related party transactions have been disclosed under significant accounting policies and notes forming part of the Financial Statements in accordance with “IND AS”. A statement in summary form of transactions with Related Parties in ordinary course of business and arm’s length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

As required under Regulation 23(1) of the Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The Policy is available on the website of the Company viz. www.amines.com.

None of the transactions with Related Parties were in conflict with the interest of Company. All transactions are on arm’s length basis and have no potential conflict with the interest of the Company at large and are carried out on an arm’s length or fair value basis.

  • c. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three Financial Years.

The Company has complied with all requirements specified under the Listing Regulations as well as other regulations and guidelines of SEBI. Consequently, there were no strictures or penalties imposed by either SEBI or Stock Exchanges or any statutory authority for non compliance of any matter related to the capital markets during the last three Financial years.

  • d. Vigil Mechanism / Whistle Blower Policy Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

  • The Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company’s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. The President – Legal & Company Secretary of the Company is the Vigilance Officer who can be approached to report the concern. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company’s website viz. www.amines.com.

  • e. Disclosure of Accounting Treatment in the preparation of the financial statements :

  • The Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

  • f. Risk Management - Business risk evaluation and management is an ongoing process within the Company. The assessment is periodically examined by the Board.

  • g. Credit Rating : During the year under review, ICRA has reaffirmed ICRA A- (pronounced ICRA A minus) with ‘Stable Outlook’ for long term credit facilities availed by the Company and [ICRA] A2+ (pronounced ICRA A two plus) for the short term rating on August 08, 2022.

  • h. Commodity price risk and Commodity hedging activities -The major raw material procured by the Company is Ethylene Oxide, which is sourced locally. Due to its highly inflammable nature it cannot be imported. The Company does not have material exposure for this commodity and accordingly, no hedging activities for the same are carried out. The Company however, exports Morpholine Derivatives and foreign exchange risk is largely mitigated by natural hedge (by way of import of Morpholine).

  • i. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A): Not Applicable.

  • j. A certificate from a Company Secretary in Practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority: The Certificate of Company Secretary in practice is annexed herewith as a part of the report.

  • k. Where the board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant financial year: Not Applicable.

  • l. Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part.

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

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Details relating to fees paid to the Statutory Auditors are given in Note 29 to the Standalone Financial Statements and Note 29 to the Consolidated Financial Statements.

  • m. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

  • No complaints filed / received by the Internal Complaints Committee / Company during the year.

  • n. Disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount - NA

  • o. Disclosure of Compliance with Corporate Governance Requirements specified in Regulation 17 to 27 and Regulation 46(2) of the Listing Regulations.

  • The Company has complied with all the mandatory corporate governance requirements under the Listing Regulations. The Company confirms compliance with corporate governance requirements specified in Regulation 17 to 27 and sub-regulation (2) of Regulation 46 of the Listing Regulations.

  • p. Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certification.

As required by Listing Regulations, the CEO and CFO certification on the Financial Statements, the Cash Flow Statement and the Internal Control Systems for financial reporting for FY 2021 – 22 is annexed to this Report.

  • q. Non-mandatory requirements

  • Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time.

DETAILS OF ADOPTION OF NON-MANDATORY (DISCRETIONARY) REQUIREMENTS

Non-mandatory (discretionary) requirements under Regulation 27 of the Listing Regulations The status of compliance with the non-mandatory requirements of the Listing Regulations is provided below :

  • ✦ The Board

The requirement relating to maintenance of office and reimbursement of expenses of Non-Executive Chairman is not applicable to the Company since the Chairman of the Company is an Executive Director.

  • ✦ Shareholders rights

The quarterly financial results are published in the newspapers of wide circulation but not sent to individual shareholders on a half-yearly basis. Quarterly Financial Results as approved by the Board are disseminated to Stock Exchanges and updated on the website of the Company.

  • ✦ Modified opinion(s) in audit report

During the year under review, the Auditors have expressed an unmodified opinion on the Financial Statements. The Company continues to adopt best practices to ensure regime of financial statement with un-modified opinion.

  • ✦ Reporting of Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed an Internal Auditor who reports to the Audit Committee.

Mandatory / Non Mandatory compliances :

The Company has been complying with all mandatory legislations including but not restricted to Indian Accounting Standards, Secretarial Standards, Internal Financial Controls, Code of Conduct, Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information, Corporate Social Responsibility etc.

The Company does not have any material subsidiary.

The Company does not have any shares lying in the demat suspense account/ unclaimed suspense account.

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

The disclosures of the Compliance with Corporate Governance requirements specified in regulation 17 to 27 and regulation 46(2) of SEBI (Listing Obligations Disclosure Requirements) 2015.

Sr.
No
Particulars Regulations Brief Descriptions of the
Regulations
Compliance
Status
(Yes/No/N.A.)
1. Independent director(s) 16(1)(b) & 25(6) Independent director(s) have been
appointed in terms of specified criteria
of‘independence’and/or‘eligibility’
Yes
2
.
Board of Directors & 17(1A)
17(1)
Composition of Board Yes
&
A
17(2)
17(2 )
17(3)
17(4)
17(5)
17(6)
17(7)
17(8)
17(9)
17(10)
17(11)
Meeting of Board of Directors
Review of Compliance Reports
Plans for orderly succession for
appointments
Code of Conduct
Fees / Compensation
Minimum Information to be placed before
the Board
Compliance Certificate
Risk Assessment and Management
Performance Evaluation
Recommendation of the Board
Yes
Yes
Yes,as and when
applicable
Yes
Yes
Yes
Yes
Yes
Yes
Yes
3. Maximum number
of Directorship
17A Directorship in listed entities Yes
4. Audit Committee 18(1) Composition of Audit Committee &
Presence of the Chairman of the Committee
at the Annual General Meeting
Yes
18(2) Meetingof Audit Committee Yes
18(3) Role of the Committee and Review of
information bythe Committee
Yes
5. Nomination and
Remuneration Committee
19(1) & (2)
19 (2A)
19(3)
19 (3A)
19(4)
Composition of Nomination and
Remuneration Committee
Quorum of Nomination and
Remuneration Committee
Presence of the Chairman of the Committee
at the Annual General Meeting
Meeting of Nomination and
Remuneration Committee
Role of the Committee
Yes
Yes
Yes
Yes
Yes
6. Stakeholders Relationship
Committee
20(1) & (2) Composition of Stakeholder Relationship
Committee
Yes
20 (2A) Quorum of Stakeholders Relationship
Committee
Yes
20 (3) & (3A) Meeting of Stakeholders Relationship
Committee
Yes
20(4) Role of the Committee Yes
7. Risk Management Committee 21(1),(2) & (3) Composition of Risk Management
Committee
NA (Since not in top
1000
listed Companies)
21(3A) Meeting of Risk Management Committee NA (Since not in top
1000 listed Companies)
21(4) Role of the Committee NA (Since not in top
1000 listed Companies)
8. Vigil Mechanism 22 Formulation of Vigil Mechanism for
Directors and Employees.
Yes

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

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Particulars Regulations Brief Descriptions of the
Regulations
Compliance
Status
(Yes/No/N.A.)
Related Party Transactions.
Subsidiaries of the Company
Secretarial Compliance Report
A
23(1) (1 ),
(5),(6),(7)&(8)
Policy for Related Party Transactions. Yes
23(2)&(3)
23(4)
23(9)
24(1)
24(2),(3),(4),(5)
& (6)

24A
Approval including prior or omnibus
approval of Audit Committee for all Related
Party Transactions and review of
transactions by the Committee
Approval for Material Related Party
Transactions.
Disclosure of Related Party Transactions
on consolidated basis
Composition of Board of Directors of
Unlisted Material Subsidiary
Other Corporate Governance requirements
with respect to Subsidiary including
Material Subsidiary of listed entity
Secretarial Compliance Report
Yes
NA (since none)
Yes
NA (since none)
Yes
Yes
Obligations with respect to
Independent Directors
25(1)&(2) Maximum Directorship& Tenure Yes
25(3) Meetingof Independent Directors Yes
25(4) Review of Performance by the
Independent Directors
Yes
25(7) Familiarization of Independent Directors Yes
25(8)&(9) Declarations from Independent Directors Yes
25 (10) D & O Insurance for Independent Directors NA (since not in top
1000 listed Companies)
Obligations with respect
to Directors and Senior
Management
26(1)&(2)
26(3)
26(4)
26(5)
Memberships & Chairmanship in Committees
Affirmation with compliance to code of
conduct from members of Board of
Directors and Senior Management Personnel
Disclosure of Shareholding by
Non- Executive Directors
Disclosures by Senior Management
aboutpotential conflicts of Interest
Yes
Yes
Yes
Yes
Other Corporate Governance
Requirements
27(1)
27(2)
Compliance of Discretionary Requirements
Filing of Quarterly Compliance
Report on Corporate Governance
Yes
Yes
Disclosures on Website of
the Company
46(2)(b) Terms and conditions of appointment
of Independent Directors
Yes
46(2)(c) Composition of various committees of
Board of Directors
Yes
46(2)(d) Code of Conduct of Board of Directors and
Senior Management Personnel
Yes
46(2)(e) Details of establishment of Vigil Mechanism
/ Whistle Blowerpolicy
Yes
46(2)(f) Criteria of making payments to
Non-Executive Directors
Yes
46(2)(g) Policy on dealing with Related
PartyTransactions
Yes
46(2)(h) Policyfor determiningMaterial Subsidiaries Yes
46(2)(i) Details of familiarisation programmes
imparted to Independent Directors
Yes

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

DECLARATION OF CODE OF CONDUCT

To

The Members of Amines & Plasticizers Limited

This is to confirm that Board has laid down a code of conduct for all Board members and senior management of the Company. It is further confirmed that all directors and senior management personnel of the Company have affirmed compliance with the Code of Conduct of the Company as at 31st March 2022,as envisaged in Regulation 26(3)oftheSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015.

For Amines & Plasticizers Ltd

Place: Mumbai Date : 12/08/2022

Sd/- Hemant Kumar Ruia Chairman & Managing Director DIN : 00029410

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

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Certificate of Non- Disqualification of Directors

[Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015]

To,

The Members of Amines & Plasticizers Limited

Regd. Office: Poal Enclave, Principal J B Road, Chenikuthi, Guwahati -781003, Assam. Corp. Office : D/6 Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra.

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Amines and Plasticizers Limited (CIN: L24229AS1973PLC001446) having registered office at Poal Enclave, Principal J B Road, Chenikuthi, Guwahati -781003, Assam and Corporate / Head Office at D/6 Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its Officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2022 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Name of Director DIN Date of Appointment
Mr.Hemant Kumar Ruia 00029410 30/05/1992
Mr.Yashvardhan Ruia 00364888 10/05/2017
Mr.Brijmohan Jindel 00071417 30/01/2007
Mr.Arun Shanker Nagar 00523905 24/01/2003
Dr.PandurangH Vaidya 00939149 18/09/1998
Ms.Nimisha M Dutia 06956876 27/08/2014

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place : Vapi Date : 23/05/2022 UDIN : A031886D000364086

For GS Bhide & Associates Company Secretaries

Sd/-

Gayatri Vaibhav Phatak Proprietor ACS : 31886, COP : 11816 PRC : 2016/2022

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

CERTIFICATE ON CORPORATE GOVERNANCE

To, The Members of

Amines & Plasticizers Limited

I have examined the compliance of conditions of Corporate Governance by Amines & Plasticizers Limited,for the year ended March 31,2022,as stipulated in Regulations 17 to 27,46(2) (b) to (i) and para C,D and E of ScheduleV of Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),Regulations,2015 (“ListingRegulations”).

I state that the compliance of conditions of Corporate Governance is the responsibility of the management. My examinationhasbeenlimitedtoareviewoftheproceduresandimplementationthereof,adoptedbytheCompanyfor ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opiniononthefinancialstatementsoftheCompany.

In my opinion and to the best of my information and according to our examination of relevant records and the explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulation 17 to 27,clauses (b) to (i) of Regulation 46(2) and paragraphs C,D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 as applicable.

I further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiencyoreffectivenesswithwhichthemanagementhasconductedtheaffairsoftheCompany.

This certificate is issued solely for the purposes of complying with the aforesaid Regulations and may not be suitable foranyotherpurpose.

Place : Vapi Date : 12/08/2022 UDIN : A031886D000750912

For GS Bhide & Associates Company Secretaries

Sd/- Gayatri Vaibhav Phatak Proprietor ACS : 31886, COP : 11816 PRC : 2016/2022

CORPORATE GOVERNANCE

ANNUAL REPORT 2021 - 2022

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Certificate by Chief Executive Officer (CEO) and Chief Financial Officer (CFO) (Pursuant to Regulation 17(8) of the SEBI (LODR) Regulations, 2015

st

  • (A) We have reviewed the attached financial statements and the cash flow statement for the year ended 31 March, 2022 andtothebestofourknowledgeandbelief:

  • i. these statements do not contain any materially untrue statement or omit any material fact or contain statementsthatmightbemisleading;

  • ii. these statements together present a true and fair view of the Company's affairs and are in compliance with existingaccountingstandards,applicablelawsandregulations.

  • (B) There are,to the best of our knowledge and belief,no transactions entered into by the Company during the year, whicharefraudulent,illegalorviolativeoftheCompany'scodeofconduct.

  • (C) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we haveevaluatedtheeffectivenessoftheinternalcontrolsystemsoftheCompanypertainingtofinancialreporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

  • (D) WehaveindicatedtotheAuditorsandtheAuditCommittee:

  • i. significantchangesininternalcontroloverfinancialreportingduringtheyear;

  • ii. significantchangesinaccountingpoliciesduringtheyearandthatthesamehavebeendisclosedinthenotes tothefinancialstatements;and

  • iii. that there were no instances of significant fraud of which we have become aware and the involvement therein,if any,of the management or an employee having a significant role in the Company's internal control systemoverfinancialreporting.

ForAmines&PlasticizersLtd

ForAmines&PlasticizersLtd

Sd/-

HemantKumarRuia Chairman&ManagingDirector DIN:00029410

Sd/- PramodSharma Chief Financial Officer

Place: Mumbai Date: 23/05/2022

CORPORATE GOVERNANCE

AMINES & PLASTICIZERS LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS

Incorporated in 1973, Amines and Plasticizers Limited is a pioneer in Chemical Segment and one of the largest producers of Alkyl Alkanolamines having major manufacturing facility in Navi Mumbai. The Company which started with a small production unit, manufacturing couple of products have now at its disposal a state-of-the-art multi-product plant which is equipped to produce many chemical products which include Alkyl Alkonolamines, Morpholine Derivatives, Speciality Ethoxylates, Propoxylates, Block Polymers and Copolymers of EO and PO products.

ECONOMIC OVERVIEW :

GLOBAL ECONOMY AND OUTLOOK

A tentative recovery in 2021 has been followed by increasingly gloomy developments in 2022 as risks began to materialize. Global output contracted in the second half of this year, owing to downturns in China and Russia, while US consumer spending undershot expectations. Several shocks have hit the world economy which was already weakened by the pandemic; higher-than expected inflation worldwide; especially in the United States and major European economies triggering tighter financial conditions. A worse-than-anticipated slowdown in China, intermittent COVID- 19 outbreaks with new mutants, consequent lockdowns; and further negative spillovers from the war in Ukraine have slowdown the economy worldwide.

The year 2021-22, witnessed economic recovery in certain segment aided by supportive fiscal policy globally. However, the momentum slowed due to various factors, including subsequent Covid-19 waves (Delta and Omicron variant in Q2 and Q4, respectively), lower vaccine access in developing economies (leading to divergence in rate of recovery) and inflation with the increase in demand, supply disruptions and increase in prices (energy, freight and food).

Global GDP grew by 5.8% and the economic growth resumed on the back of a sustained consumer demand across the board leading to a significant spike in inflation. While the initial pick-up in inflation was led by demand recovery on the previous year’s low base, persistent disruptions in the global supply chain network have caused inflationary pressures to be more broad-based, running at multi-decade highs in almost all the major economies. Almost all the central banks are now taking policy measures to taper down the extraordinary liquidity that was pumped in to support the economy during the pandemic and tightening the monetary policy to rein in their runaway inflation. The escalation of the Russia-Ukraine crisis also had a detrimental effect on the prices of crude oil, gas and other commodities leading to further pressure on the fragile economies.

In its April 2022 outlook, the IMF estimates global economic growth to moderate to 3.6% in 2022 – marginally higher than the historical average of around 3.4% (2015-19). The recovery is expected to be supported by a consumption boost from pentup household savings, an increase in vaccinations, and inventory restocking partly offset by headwinds of broad-based inflation continuing to impact near-term growth. We will also see the tightening of monetary policies by various central banks to stabilise inflation, with the US Federal Reserve announcing its intentions to further raise rates and taper asset purchases at a faster pace in 2022. Geopolitical tensions as a result of the Ukraine- Russia war and economic sanctions imposed on Russia are expected to dampen the above outlook (Russia supplies ~10% of the world’s energy). These developments have further elevated inflation and are likely to result in aggressive tightening policies by banks and a decline in private demand and there is a higher risk to growth with prolonged conflict.

INDIAN ECONOMY AND OUTLOOK

As per report of Bloomberg Survey of Economists, India has zero probability of slipping into recession whereas other major economies of the World have 20% chances of recession. India’s economic growth is estimated at 7.2% in 2022-23 by Asian Development Bank which is the highest among large economies, reflecting a strong recovery led by favourable monetary and fiscal policy, mass vaccinations and significant progress on structural reforms. The Financial year 2021-22 witnessed strong growth momentum in exports and improvement in credit uptake driven by agricultural and industrial sectors. Banks and Non-Banking Financial Companies have healthier balance sheet positions compared to pre-Covid levels. However, India has also been witnessing significant inflationary pressures similar to the global economy.

MANAGEMENT DISCUSSION AND ANALYSIS

ANNUAL REPORT 2021 - 2022

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Indian economy is expected to benefit from the recovery in consumption supported by increasing normalisation of activity, higher rural income, and the boost from pent-up household savings in addition to continued emphasis on infrastructure spending by the Central Government. The Government’s CAPEX is budgeted to grow to 2.9% of GDP in FY 2022-23 the highest in nearly two decades. Private corporate investment is also expected to pick up in the second half of the year with improvement in demand leading to increased manufacturing sector capacity utilisation and rollout of the Production-Linked Incentive Scheme. The outlook stands to be impacted given sustained inflation pressures in the next few quarters including the impact of Russia - Ukraine conflict, quicker tightening of financial conditions with RBI’s rate hikes, high oil prices impacting current account balance and fiscal deficit.

BUSINESS OVERVIEW

The Chemical industry plays a pivotal role in sustainence and growth of other industries and thus in economic revival. Your Company provides a variety of products required as base in the production of many pharma, medical supplies, textiles, petro-chemicals and other chemical industries. As reported earlier, manufacturing of MDEA, Speciality Chemicals, Oilfield Chemicals, Demulsifiers, Acid corrosion inhibitors have picked up momentum during the year under review. In the field of EA and Alkyl Alkonolamines, the Company continues to cater upto 70% of the total demand of the Indian market and has been regularly exporting its products to many Countries. As reported earlier, the Company continues to cater to a wide range of industries which include Textile auxiliary Chemicals and Pharmaceutical Companies.

The Company has partially expanded its capacity of NMMO and commissioned the same during the year under review. The envisaged expansion of its Ethoxylation/Propoxylation capacity has been completed to manufacture certain specialty chemicals.

The Company in order to reduce power cost and to ensure smooth flow of energy requirement had invested in a Company - Radiance MH Sunrise Six Private Limited, which is engaged in the business of development, construction, operation and maintenance of solar power plants in India and developing, constructing ground mounted, grid connected solar (photovoltaic) electric generating facility. The power producer has commissioned its Solar Power Plant which is expected to be fully operational by the end of Second Quarter of FY 2022-23. We are confident that the Company’s power requirement to a substantial portion will be met with seamless supply of power through Alternate Source of energy at a concessional rate.

Our Customers : -

The Company has a clientele that includes all Public Sector Oil Companies / Refineries and Petrochemical Industries. Also, Company’s products continue to be used in Textile and Electronic segment. The Company has ventured into other activities like manufacture of Amine Reclamation Units. These Amine Reclamation Units are used for revamping the amines by removing the heat stable salts formed in the amine during use giving the amine a longer life for reuse on the refinery.

SUBSIDIARY COMPANIES PROGRESS :

AMINES AND PLASTICIZERS FZ LLC :

The Company’s wholly owned subsidiary ‘Amines and Plasticizers FZ LLC’ in Ras Al Khaimah, Free Trade Zone has now started to deal in chemicals produced by the Company for various overseas clients. The Company has commenced its operations during the current year.

International Organization for Standardization (ISO) Compliance :

The Company has ISO quality management system certification since last two decades. Over a period of time, it has achieved and upgraded to Quality ISO 9001: 2015 which is valid till 11th January 2024, Environment ISO 14001: 2015 is valid up to 08th April, 2025 and Occupational Safety Management System ISO 45001: 2018 which is valid up to 06th June, 2025.

Details of the above mentioned certifications are elaborated in the Board's Report.

MANAGEMENT DISCUSSION AND ANALYSI ~~S~~

AMINES & PLASTICIZERS LIMITED

TfS (Together for Sustainability) : As reported earlier, APL had joined TfS (Together for Sustainability) forces by successfully going through TfS Assessment and Audit conducted by TfS approved Auditing Agency. This helps to increase transparency with regard to sustainability standards in supply chains. The mission is to support in managing complexity and risks in increasingly global operations and improving the economic, social and ecological conditions in global supply chains by engaging in dialogue with the suppliers.

Further, the Company’s registration under REX (Registered Exporter) continues for obtaining concessional duty for imports from India to European Union, Norway, Switzerland and Turkey. EFfCI GMP (European Federation of Cosmetic Ingredients - Good Manufacturing Practices): APL has successfully gone through verification of compliance to EFfCI GMP, 2017 standard for some of its products which is the essential requirement of few global Cosmetic manufacturing customers.

In addition to above, the Company has now obtained HALAL & KOSHER Certifications for few of its products.

GREEN INITIATIVE :

Pursuant to MCA circulars in the wake of spread of pandemic COVID 19, the Annual Report 2021-22 will only be sent through electronic modes to those shareholders whose email IDs are registered. The Shareholders are requested to register their email ID with the Registrar and Share Transfer Agent of the Company if the shares are held in physical form and with their Depository Participants where the shares are held in demat form. As a part of Green Initiative and larger reach, the Annual Report of the Company and all major corporate communication would be uploaded on the Company’s website: www.amines.com for information and perusal. A physical copy of Annual Report will be given free of cost to members on request.

E-voting :

Pursuant to the provisions of the Companies Act, 2013 read with rules made there under and the Listing Obligations, the Company has been with the assistance of LinkIntime provided the facility of Evoting through InstaVote and AGM through Video Conferencing (VC) / Other Audio Visual Means (OAVM) with the help of InstaMeet. Detailed procedure for the same is mentioned in the Notes to the Notice of the 47th Annual General Meeting of the Company.

INDUSTRY STRUCTURE AND DEVELOPMENT :

The last two year's have been very challenging for everyone globally and industries across the world suffered a lot. The chemical industry is poised to become a major ingredient in fuelling India's economic growth and has roots spread across a wide range of end-user industries - Personal Care, Home Care, Automobile, Consumer Electronics, Food & Beverages, Paint & Coating, Garment, and others thereby playing a major role in achieving the country's ambitious US $5 trillion economy goal by 2025.

To reach US $300 billion, the Indian chemicals industry needs to tap attractive business opportunities in petrochemical intermediates, downstream petrochemicals, specialty chemicals, and others. The coming decade is expected to bring in investments worth more than US $87 billion, particularly in petrochemicals and speciality chemicals. India’s strategic location advantage, skilled and competent manpower, good governance, high-quality infrastructure, robust investment policies, strong regulatory framework, promising labour reforms and trade agreements, and lucrative tax incentives have further propelled it into the league of preferred manufacturing destinations. Back to pre-COVID levels, the industry is expected to grow at a CAGR of about 9.2% by FY25. The government has implemented schemes such as Make in India, Aatmanirbhar Bharat, and Production-Linked Incentive (PLI) with the objective of improving the competitiveness of domestic manufacturing, attracting investments, and increasing exports. These initiatives are expected to boost domestic production and also increase demand for chemicals and petrochemicals within India.

Covering more than 80,000 commercial products, India’s chemical industry is extremely diversified and can be broadly classified into bulk chemicals, specialty chemicals, agrochemicals, petrochemicals, polymers and fertilisers. The ability to innovate and explore new avenues is a key to business success in virtually every industry, but nowhere it is more true than in the chemical industry. The Indian chemical industry is highly diversified and poised to take advantage in coming years.

MANAGEMENT DISCUSSION AND ANALYSIS

ANNUAL REPORT 2021 - 2022

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Globally, India is the fourth-largest producer of agrochemicals after the United States, Japan and China. The Indian chemical industry – the 6th largest in the World and the 3rd largest in Asia – is one of the oldest industries in our Country. India accounts for approximately 16% of the world production of dyestuffs and dye intermediates. Indian colorants industry has emerged as a key player with a global market share of approximately 15%. The Country’s chemicals industry is de-licensed, except for few hazardous chemicals. India holds a strong position in exports and imports of chemicals at a global level and ranks 14th in exports and 8th in imports at global level (excluding pharmaceuticals).

The domestic chemical sector's small and medium enterprises are expected to showcase 18-23% revenue growth in FY22, owing to an improvement in domestic demand and higher realisation due to high prices of chemicals. The petrochemicals demand is expected to record a 7.5% CAGR between 2019 and 2023, with polymer demand increasing at 8%. The Indian agrochemicals market is expected to register an 8% Compound Annual Growth Rate (CAGR) to reach US$ 3.7 billion by FY22 and US$ 4.7 billion by FY25. India’s proximity to the Middle East, the world’s source of petrochemicals feedstock, enables it to benefit on economies of scale.

COMPANY’S OPERATIONAL PERFORMANCE :

During the year under review, the Total Revenue of the Company was 56808.31 Lakhs as compared to 44676.12 Lakhs. The Company’s Profit after Tax stood at 2371.69 Lakhs as compared to 3270.59 Lakhs. The Chart depicts the export sale as compared to total sales of the Company over last 3 years.

SALES & EXPORT PERFORMANCE ( ` in Lakhs)

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PRODUCTWISE PERFORMANCE :

The Company continues its efforts on expanding sale of Ethanolamine /Alkanolamines & Derivative products which had contributed around 65% of total sales.Another major contributor remained Morpholines & Derivative products which contribute over 17% in revenue as against Ethylene Oxide / Propylene Oxide Derivative products which add a shareofapprox.14%.Boththeseproductshavedifferentvariantsbasedontheirutilityandcomposition.

During the year under review, your Company ventured into trading of molecular sieves which is used in Industrial Gases, Fuel Ethanol Production, miscellaneous petrochemicals, liquid used in oxygen concentrator, drying agent, packaging industries, polymer processing and many such industries.Your Company represents one of the biggest GlobalproducersofMolecularSievesand isalso itsmajordistributorinIndia.

MANAGEMENT DISCUSSION AND ANALYSI ~~S~~

AMINES & PLASTICIZERS LIMITED

During the year under review,the Quantitative sales of Alkyl Alkolnamines once again reported an increase and the realization was also better as compared to previous year and quantitative and value increase of NMMO in the exports salesalsoreportedbetterrealization.

RESEARCHANDDEVELOPMENT:

The Company has state of the art in-house Research and Development Division consisting of highly experienced professionals which are responsible for innovation of various new products simulations, process and variants of chemicals useful in different industrial segments / sectors.Also,R&D Division is continuing its efforts to mitigate the impact on environment and climate change by focusing on carbon capture & utilization and Green Chemistry.The R&Dhasfocusedonthreemajorchallengesduringtheyearunderreview:

  • i. Meetingtheenvironmentalchallenges,

  • ii. GreenChemistryrouteofsynthesisand

iii. ChangingenergyscenariotoHydrogenfromfossilfuels,suchasNaturalGas,OilandCoal.

The two environmental challenges are Global Warming in atmosphere and Pollution to Water.In both the cases,our main products MDEA and NMMO plays big part.We are proud to say that our R&D developed NMMO product have revolutionized the textile industry which was labelled as the polluting industry specially in the manufacturing of Viscose fiber. Our new environment friendly solvent can make this possible without any harm to the Environment. Many industries have now started to shift to this FibreTechnology from age old technology which caused increase in pollution.After preparation of this product,the Company is now focusing on making raw materials for this product by GreenChemistry.

In case of changing energy scenario of “Green Hydrogen”, our well- established Generic MDEA (Methyl Diethanolamine) and Formulated MDEA ( Aminosols) plays no part in this. These products are now being used to developspecialtysolventsforCCU,FlueGastreatment,CementIndustryetc.

In other coloured Hydrogen ,such as Brown Hydrogen( from coal or Lignite) ,Grey Hydrogen ( from Natural Gas),Blue Hydrogen(fromanynon-renewableenergysourcebyGasReformationorGasificationandCarboncapture),Turquoise Hydrogen ( from Methane or by Pyrolysis), it plays vital part in the absorption of carbon dioxide. Green Hydrogen is from Electrolysis of water, using renewable energy of Solar and Wind and hence, no evolution of carbon dioxide whereasinallothercolouredhydrogen,itisliberatedanditscaptureisamust.ByourR&DeffortsinSimulationstudies andsuitableformulationsuggestions,theemissionsofcarbondioxidearecurtailedtoalargeextent.

In case of Green Chemistry route,efforts are in progress to synthesize our new products as well as existing ones.The break-throughisexpectedinfewcases.

The demand for high quality, high purity, Cosmetic ingredients, metal working fluids, Drug intermediates, Textile auxiliaries,electronic chemicals (all EO/PO- based), has gone up in domestic as well as in foreign markets and we are able to fulfill the stringent requirements of our clients, with our concentrated R&D efforts. Few of your Company’s Emulsifier field products developed inhouse, based on Ethylene Oxide contributes to Green Chemistry as they are usedinneembasedAgrochemicals.

OtherR&DproductsofyourCompanycontinuetocontributeimmenselytovariousindustriesincludingConstruction, Automobile,Paints&CoatingindustriesinIndiaaswellasacrosstheWorld.

REACH COMPLIANCE:

During the year,three of your Company’s products were registered under EU Reach Regulations and Eight substances havereceivedpre-registeredrecognitionunderK-ReachRegulations(Korea).Inadditiontothis,theCompanyhasalso received Inventory notified recognition under Eurasia Reach Regulations forTwo of its substances and Pre-registered recognition for Five of its substances under Turkey KKDIK Regulations.The Company has applied for China Reach for oneoftheproductsmanufacturedbytheCompany.

MANAGEMENT DISCUSSION AND ANALYSIS

ANNUAL REPORT 2021 - 2022

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OPPORTUNITIES,THREATS,RISKSMANAGEMENT :

Your Company has been in the manufacturing business for last 4 decades and has built an image for itself by taking calculated risks and materializing opportunities.Risks are an integral part of business and so is risk management.The industry in which your Company operates is one of the most diversified industries as stated above.Diversification in itself is an opportunity and also poses threat.As reported above,the Company has an in-house R&D Team to combat therisksassociatedwitheverchangingneedsofthechemicalindustry.

The Company has developed various products to meet the dynamic demands from different sectors which has been put to various different uses. In house Research and Development facility and adoption of latest technological changes have helped in introducing new speciality custom made products having better margins. Diversification beingamajorfactorforopportunitiesitalsogivesmountingpressuretosatisfytheeverchangingneedsofcustomers. Also, Chemical sector has its inherent element of risks ranging from Raw Material procurement, storage of raw materialstoplantoperationsafety.

The Chemical sector has now moved from commodity based (sourcing of raw/refined chemicals) to need based manufactured as per needs and high emphasis is placed on product development, acquiring new technology and improvingproductionfacilities.

For credit risk the management is careful in its credit policy towards its customers in domestic market and for exports its either advance payment or letter of credit. Your Company has a Brand Name in chemical industry and has the advantage of deeper penetration in market and recognition amongst its peers. Also, due to timely expansion of product facilities and capacities,upgradation of its Multi-product plant resulted in seizing more opportunities which hasreflectedinoverallbetterperformanceoftheCompanyevenduringuncertaineconomicsituation.TheCompany’s adaptabilitytonewproductdevelopmenthasresultedinachievinghighersalesduringtheyearunderreview.

As reported earlier, the Company faces competition from domestic and international Chemical manufacturers.The Company’s another Multi-product Plant helps to produce variety of products to cater to the needs of different customers.Diversified product portfolio and large customer base continue to be the main strengths of the Company. Your Company being in the manufacturing segment requires certain raw material which are susceptible to fluctuations in prices and they are sensitive in nature and therefore the same cannot be imported. Also, in house production of the same is not financially viable since it will have huge capital expenses. The Company is thus vulnerable to Ethylene Oxide price volatility which in turn is affected by the crude oil prices Another risk factor which the Company currently facing is the ever increasing energy prices and shipping freight costs thereby reducing the company’sprofitmarginsubstantially.

The Company has been taking every possible step in order to mitigate the effects of unstable global conditions through reaching out to new customers, exploring new chemical markets and constant efforts by its R&D Team in developing unique and innovative Specialty products to suit its customer needs.Your Company has,also invested in solar power producing Company to ensure smooth flow of electricity at concessional rates.As regards fluctuations in Forex,theCompanyhasnaturalhedgingbetweenexportsandimports.

Typesofrisksandmitigatingfactors :

  • A) EconomicRisk–

Globaluncertainty,unrestduetowar andslowdownineconomy.

Mitigation measure :The petrochemical industries and refineries all over the world started to function normally. The Company has established track record with many buyers and has strong presence in domestic and global markets.TheCompanyhasdiversifiedproductbasetocatertovariouscustomer’sneedsworldwide.

  • B) OperationalRisk–

ProcurementofRawmaterial,increasedenergycost&competitionrisk.

Mitigationmeasure-TheCompanyhasalwaystriedtomaintainsufficientstockofrawmaterialsinanticipationof

MANAGEMENT DISCUSSION AND ANALYSI ~~S~~

AMINES & PLASTICIZERS LIMITED

the orders and have strong business relations with its Suppliers.It ensures required flow of raw material at any given time.The Company has now invested in Solar Power company to meet its energy requirements.It will not only ensure continuous flow of energy but reduction in cost too. Your Company has a professional R&D Team with optimum composition of experience and young talent. The company has developed many products through innovation and research having its utility in many fields.Also,the Company has been providing a tailor made solutions to its clients thereby enhancing client satisfaction and retention.The management is constantly tryingtotapnewmarkets,tiedupwithAgenciesformarketingpurpose.Oneofthemajorconstrainthasbeenthe everincreasingpricesofPNGresultinginincreaseinoperational cost.

C) EcologicalRisk–

WithincreasingawarenessabouttheClimatechangeandGlobalwarming;impactontheenvironment.

Mitigation measure :R&D Division has been focusing on carbon capture & utilization and Green Chemistry.The R&D team developed NMMO product, have revolutionized the textile industry which was labelled as the polluting industry specially in the manufacturing of Viscose fiber. Our new environment friendly solvent can make this possible without any harm to the Environment.After preparation of this product,the Company is now focusing on making raw materials for this product by Green Chemistry.All energy requirements are met by PNG insteadoftraditionalmodesalbeitcostlytherebyreducingAirPollution.

D) FinanceRisk–

AvailabilityofFinanceforworkingcapitalrequirements.

Mitigation Measure -The Company has consortium of Bankers and SBI is the lead Banker which have sanctioned Working Capital facilities that ensures smooth flow of finance whenever needed.The Company has also raised money by inviting and accepting unsecured deposits at lesser rate of interest for meeting general corporate requirements.

INTERNALCONTROLSYSTEM :

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of operations. M/s N. J. Mahtani & Co., a Firm of Chartered Accountants are the internal auditors of the Company.The main focus of internal audit is to review business risks,test and review controls, assess business processes besides benchmarking controls with best practices in the industry. During the year under review,there were no elements of risk which in the opinion of the Board of Directors threaten theexistenceoftheCompany.RisksdoariseinthebusinessesoftheCompanywhicharemitigatedinaccordancewith the Risk Management framework.With the ever changing conditions on economic and global front,your Company’s internal control system is reviewed from time to time keeping in check the internal financial controls, compliances withapplicableprovisionsoflaws,policies,statutorycompliances.

TheAuditCommitteeoftheBoardofDirectorsactivelyreviewstheadequacyandeffectivenessof theinternalcontrol systems. The Audit Committee suggests improvements and utilizes the reports generated from a Management InformationSystemintegraltothecontrolmechanism.

The Management has laid down adequate procedures and policies to guide the operations of our business. Unit/Functional Heads are responsible for ensuring compliance with the policies and procedures laid down by the Management. Our internal control systems are periodically reviewed by the Management, Statutory Auditors and InternalAuditors.

HUMANRESOURCEMANAGEMENT:

The Human Resources is an essential component of any business.The Industry in which your Company operates not onlydemandsqualitybutalsoin-depthtechnicalknowledge.YourCompanyhasbyfocusingonitscorevaluesofTrust,

MANAGEMENT DISCUSSION AND ANALYSIS

ANNUAL REPORT 2021 - 2022

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Quality,andExcellencebuiltanagile,enthusiastic,andenergizedworkforcewhichdefinestheorganizationculture.

Leadership development focuses on identifying potential and grooming critical talent through various programs. Employees are encouraged to upgrade their skills by regularly attending seminars, webinars, courses, programmes. Yourcompanyensuresthatemployeesarealignedwiththeorganizationalcultureandvalueswhilstneverlosingsight of our business objectives.Technical and safety training programmes are given periodically to workers.The Company valuesitshumanresourceandtheirinvaluablecontributiontotheCompanyaswellastotheNation.Thetotalnumber ofemployeesonconsolidatedbasisason31March,2022stoodat 399.

Duringtheyearunderreview,theIndustrialrelationsatalllevelsremainedgenerallycordial.

Your Company also continues to endeavor to create a work environment which is collaborative,learning and growth oriented to enable employees to perform at their full potential and Human Resource (HR) strategy adopts a multipronged approach covering all the key facets of employee development. Learning as a stated value of the Company also sets the tone of your Company’s aim to develop competencies to rise to new challenges. Employee contribution to the Company has enabled us to maintain its leadership position in chemical segment. Nurturing peopleisakeyorganizationalgoalandleadershipmandate.

FINANCIALPERFORMANCE :

During the year under review,the Company registered around 27.16% growth inTurnover and Net profit declined by 27.39 % on a Standalone basis.The Company witnessed a slight fall of 4% in Revenue from Export as compared to previousyear.ThecontributionofExportwasapprox.40%inthetotalturnoverduringtheyearunderreview.

( ` in Lakhs)

(
in Lakhs)
`
INANCIAL RESULTS 202 -2
1
2
20
20-21
otal Income 56808.31 44,676.12
otal Expenditure 52284.57 38900.00
rofit before
Depreciation and Tax
Finance Cost,
4,523.74 5,776.12
ess:
epreciation
inance Cost
878.35
439.37
410.94
959.53
rofit Before Tax & Exceptional Item 3206.02 4,405.65
ess Exceptional Item - -
rofit
Tax
Before
Expense
ax
rofit After Tax
3206.02
831.33
2374.69
4405.65
1,135.06
3,270.59

During the year,the total income of the Company stood at 56808.31 Lakhs as compared to 44,676.12 Lakhs in the previous year.The total expenditure increased by 48.84 % and stood at 52284.57 Lakhs as compared to 38900.00 LakhsinthepreviousyearandNetProfitwas 2374.69Lakhsascomparedto 3,270.59Lakhs.

The gross revenue from sales includes export revenue of 22701.35 Lakhs being 40% of the total sales whereas domesticsalesamountsto 34106.96Lakhscontributing60%tothetotalsalesduringtheyearunderreport.

MANAGEMENT DISCUSSION AND ANALYSI ~~S~~

AMINES & PLASTICIZERS LIMITED

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS (Standalone):

Key Financial Ratios FY 2021-22 FY 2020-21 Change% Reasons for change
EBIDTA Margin % 8.04 13.07 (38.52) Reduction is due to increase
in material cost and gas Prices.
Operating Profit Margin % 7.23 12.16 (40.54) Reduction is due to huge
increase in operational cost.
Profit before Tax Margin % (PBT) 5.70 9.97 (42.87) Reduction is due to lower
operating margin.
Profit after Tax Margin % (PAT) 4.2
2
7.40 (43.00) Reduction is due to lower
.
operating margin
Return on Net Worth% 14.59 18.94 (22.97) Reduction is due to fall in Profit
Debt Equity Ratio 0.44 0.52 (15.38) Reduction is due to repayment
of long term borrowings.
Return on Investment 15.63 26.19 (40.34) Due to reduction in profit
Return on Equity Ratio 15.63 26.19 (40.34) Due to reduction in profit

AdditionalRatioscanbereferredinnoteNo.42ofStandaloneFinancialStatementsatPageno.132ofthisreport.

RESULTS OF OPERATIONS :

( ` in Lakhs)

RESULTS OF OPERATIONS : (
in Lakhs)
`
Income Year ending 31.03.2022 Year ending31.03.2021
Income from sale of products (Gross)
Sale of Services - Engineering
Export Incentives
Other Income
Total Income
56,159.98
130.79
(1.86)
519.40
56,808.31
43823.6
65.44
300.57
486.51
44676.12

FORWARDLOOKINGSTATEMENTS :

Certain statements in the Report regarding our business operations may constitute forward-looking statements. Theseincludeallstatementsotherthanstatementsofhistoricalfacts,includingthoseregardingthefinancialposition, businessstrategy,managementplansandobjectivesforfutureoperations.

Forward-looking statements can be identified by words such as ‘believes’,‘estimates’,‘anticipates’,‘expects’,‘intends’, ‘may’,‘will’,‘plans’,‘outlook’and other words of similar meaning in connection with a discussion of future operational or financial performance.Forward-looking statements are necessarily dependent on assumptions,data or methods that may be incorrect or imprecise and that may be incapable of being realised, and as such, are not intended to be a guarantee of future results,but constitute our current expectations based on reasonable assumptions.Actual results could differ materially from those projected in any forward-looking statements due to various events, risks, uncertainties and other factors.We neither assume any obligation nor intend to update or revise any forward looking statements,whetherasaresultofnewinformation,futureeventsorotherwise.

MANAGEMENT DISCUSSION AND ANALYSIS

ANNUAL REPORT 2021 - 2022

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Financial Statements

AMINES & PLASTICIZERS LIMITED

INDEPENDENT AUDITORS' REPORT

TOTHEMEMBERSOFAMINES&PLASTICIZERSLIMITED

Reportonthe Auditof StandaloneFinancialStatements

Opinion

  1. We have audited the accompanying standalone financial statements of Amines & Plasticizers Limited ( “the Company”),whichcomprisetheStandaloneBalanceSheetasatMarch31,2022,theStandaloneStatementofProfit and Loss (including other comprehensive income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financials statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ‘StandaloneFinancialStatements’).

  2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalonefinancialstatementsgivetheinformationrequiredbytheCompaniesAct,2013(the‘Act’)inthemanner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2022, and its profit (financial performance including other comprehensiveincome),changesinequityanditscashflowsfortheyearendedonthatdate.

BasisforOpinion

  1. WeconductedourauditinaccordancewiththeStandardsonAuditing(SAs)specifiedundersection143(10)ofthe CompaniesAct,2013.OurresponsibilitiesunderthoseSAsarefurtherdescribedintheAuditor’sResponsibilitiesfor the Audit of the Standalone Financial Statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions oftheActandtheRulesthereunder,andwehavefulfilledourotherethicalresponsibilitiesinaccordancewiththese requirementsandtheCodeofEthics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opiniononthestandalonefinancialstatements.

KeyAuditMatters

  1. Key audit matters are those matters that,in our professional judgment,were of most significance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as a whole,and in forming our opinion thereon,and we do not provide a separate opinion onthesematters.

  2. We have determined the matter described below to be the key audit matters determined to be communicated in ourreportonstandalonefinancialstatements.

5.
We have determined the matter described below to
ourreportonstandalonefinancialstatements.
be the key audit matters determined to be communicated in
Key Audit Matters How our audit addressed the key audit matter
a. Capitalization of property,plant and equipment
During the year ended March 31, 2022, the Company has
incurred significant capital expenditure.Further,out of the
total additions to Property, Plant & Equipment of Rs. 1,091
Lakhs in the current year, significant part of the capital
expenditurepertainstotheNMMOPlant.
TheNMMOPlantiscapitalizedduringtheyear.
Significantlevelofjudgementisinvolvedtoensurethatthe
aforesaid capital expenditure / additions meet the
recognition criteria of Ind AS 16 - Property, Plant and
Equipment.
As a result,the aforesaid matter was determined to be a key
auditmatter
Our audit procedures included and were not limited to the
following:

Performed walk-through of the capitalization process
and tested the design and operating effectiveness of
thecontrolsintheprocess.

Assessed the nature of the additions made to property,
plant and equipment and capital work-in-progress on a
test check basis to test that they meet the recognition
criteria as set out in para 16 to 22 of Ind AS 16,including
anysuchcostsincurredspecificallyfortrialrun.

Assessed that the borrowing cost capitalized is in
accordancewiththeaccountingpolicyoftheCompany.

INDEPENDENT AUDITORS' REPORT

ANNUAL REPORT 2021 - 2022

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InformationOtherthantheStandaloneFinancialStatementsandAuditor’sReportThereon

  1. The Company’s Board of Directors is responsible for the preparation of other information.The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to the Board Report, Business Responsibility Report, Corporate Governance report and Shareholder’s information,butdoesnotincludethestandalonefinancialstatementsandourauditor’sreportthereon.

  2. Our opinion on the standalone financial statements does not cover the other information and we do not express anyformofassuranceconclusionthereon.

  3. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.If,based on the work we have performed,we conclude that there is a material misstatement of this other information;wearerequiredtoreportthatfact.Wehavenothingtoreportinthisregard.

ResponsibilityofManagementfortheStandaloneFinancialStatements

  • ` 9. The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financialperformanceincludingothercomprehensiveincome,changesinequityandcashflowsoftheCompanyin accordance with the accounting principles generally accepted in India, including the Ind AS specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rule 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selectionandapplicationofappropriateaccountingpolicies;makingjudgmentsandestimatesthatarereasonable and prudent;and the design,implementation and maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparationandpresentationofthestandalonefinancialstatementsthatgiveatrueandfairviewandarefreefrom materialmisstatement,whetherduetofraudorerror.

  • In preparing the standalone financial statements,management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concernbasisofaccountingunlessmanagementeitherintendstoliquidatetheCompanyortoceaseoperations,or hasnorealisticalternativebuttodoso.

  • TheBoardofDirectorsarealsoresponsibleforoverseeingtheCompany’sfinancialreportingprocess.

Auditor’sResponsibilitiesfortheAuditoftheStandaloneFinancialStatements

  1. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole arefreefrommaterialmisstatement,whetherduetofraudorerror,andtoissueanauditor’sreportthatincludesour opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influencetheeconomicdecisionsofuserstakenonthebasisofthesestandalonefinancialstatements.

  2. As part of an audit in accordance with SAs, we have exercised professional judgment and maintain professional skepticismthroughouttheaudit.Wealso:

  3. ➥ Identify and assess the risks of material misstatement of the standalone financial statements,whether due to fraud or error, design and perform audit procedures responsive to those risks, and have obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,forgery,intentionalomissions,misrepresentations,ortheoverrideofinternalcontrol.

  4. ➥ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.Under section 143(3)(i) of the Companies Act,2013,we are also responsible

INDEPENDENT AUDITORS' REPORT

AMINES & PLASTICIZERS LIMITED

for expressing our opinion on whether the Company has adequate internal financial controls system in place andtheoperatingeffectivenessofsuchcontrols.

  • ➥ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelateddisclosuresmadebymanagement.

  • ➥ Conclude on the appropriateness of management’s use of the going concern basis of accounting and,based on the audit evidence obtained,whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.However,future events or conditions may causetheCompanytoceasetocontinueasagoingconcern.

  • ➥ Evaluate the overall presentation,structure and content of the standalone financial statements,including the disclosures, and whether the standalone financial statements represent the underlying transactions and eventsinamannerthatachievesfairpresentation.

  • We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings,including any significant deficiencies in internal control that we identifyduringouraudit.

  • We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that mayreasonablybethoughttobearonourindependence,andwhereapplicable,relatedsafeguards.

  • From the matters communicated with those charged with governance,we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweighthepublicinterestbenefitsofsuchcommunication.

ReportonOtherLegalandRegulatoryRequirements

  1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act,we give in the “Annexure A”, a statement on the matters specifiedinparagraphs3and4oftheOrder,totheextentapplicable.

  2. AsrequiredbySection143(3)oftheAct,wereportthat:

  3. i. We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwerenecessaryforthepurposesofouraudit;

  4. ii. In our opinion,proper books of account as required by law have been kept by the Company so far as it appears fromourexaminationofthosebooksandrecords;

  5. iii. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

  6. iv. Inouropinion,theaforesaidstandalonefinancialstatementscomplywiththeAccountingStandardsspecified underSection133oftheAct,readwithRule7oftheCompanies(Accounts)Rules2014;

  7. v. On the basis of the written representations received from the directors as on 31st March,2022 taken on record bytheBoardofDirectors,noneofthedirectorsaredisqualifiedason31stMarch,2022frombeingappointedas aDirectorintermsofSection164(2)oftheAct;

  8. vi. WithrespecttotheadequacyoftheinternalfinancialcontrolsoverfinancialreportingoftheCompanyandthe operatingeffectivenessofsuchcontrols,refertoourseparateReportin “AnnexureB” tothisreport;

  9. vii. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16) of the Act,as amended,In our opinion,and to the best of our information and according to

INDEPENDENT AUDITORS' REPORT

ANNUAL REPORT 2021 - 2022

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the explanations given to us, remuneration paid by the Company to its Directors during the year is in accordancewiththeprovisionsofsection197readwithScheduleVtotheAct;

  • viii. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(AuditandAuditors)Rules,2014,asamendedinouropinionandtothebestofourinformationand accordingtotheexplanationsgiventous:

  • a. The Company has disclosed the impact of pending litigations on its financial position in its Standalone FinancialStatements–[ReferNote30totheStandaloneFinancialStatements];

  • b. TheCompanydidnotanylong-termcontractsincludingderivativecontractsforwhichtherewereanymaterial foreseeablelosses;

  • c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and ProtectionFundbytheCompany.

  • d.

  • i. The management has represented that,to the best of its knowledge and belief,no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

  • ii. Themanagementhasrepresentedthat,tothebestofitsknowledgeandbelief,nofundshavebeenreceivedby the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly,lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the FundingParty (“UltimateBeneficiaries”) orprovideany guarantee,security orthe likeonbehalfofthe Ultimate Beneficiaries;and

  • iii. Based on such audit procedures that the auditor has considered reasonable and appropriate in the circumstances, nothing has come to our notice that has causes us to believe that the representations under sub-clause(a)and(b)above,containanymaterialmisstatement.

  • e. AsstatedinNote43tothestandalonefinancialstatements

  • i. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordancewithSection123oftheAct,asapplicable.

  • ii. The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend declared is in accordancewithsection123oftheActtotheextentitappliestodeclarationofdividend.

For B D G & Associates

Chartered Accountants Firm Registration Number:119739W

Vikas Agarwal

Partner Membership Number : 148465 Place : Mumbai Date :23rd May,2022 UDIN : 22148465AKQAIY2512

INDEPENDENT AUDITORS' REPORT

AMINES & PLASTICIZERS LIMITED

INDEPENDENT AUDITORS' REPORT

Annexure ‘A’ referred to in Report on Other Legal and Regulatory Requirements section of our Report to the membersofAmines&PlasticizersLimitedfortheyearendedMarch31,2022

  1. InrespectoftheCompany’sProperty,PlantandEquipment(PPE)andIntangibleAssets:

  2. (a) (A) The Company has maintained proper records, showing full particulars, including quantitative details and situationofProperty,PlantandEquipmentandrightofuseassets.

  3. (B) TheCompanyhasmaintainedproperrecordsshowingfullparticularsofintangibleassets.

  4. (b) Accordingtotheinformationandexplanationsgiventousandonthebasisofourexaminationoftherecordsofthe Company,the Company has a phased program of physical verification of Property,Plant and Equipment (PPE) so to cover all the assets, in our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its PPE.Pursuant to the program of physical verification of PPE,physical verification of theassetshasbeencarriedoutnomaterialdiscrepancieswerenoticedonsuchverification.

  5. (c) The title deeds of all the immovable properties (which are included under the Note 3 ‘Property, plant and equipment’)areheldinthenameoftheCompany.

  6. (d) The Company has not revalued its Property, Plant and Equipment (including Right of-Use assets) or Intangible assets or both during the year and hence reporting under clause 3(i)(d) of the Order is not applicable to the Company.

  7. (e) No proceedings have been initiated or are pending against the Company as at March 31, 2022 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder hencereportingunderclause3(i)(e)oftheOrderisnotapplicabletotheCompany

  8. (a) The management has conducted physical verification of inventory at reasonable intervals during the year.In our opinion the coverage and the procedure of such verification by the management is appropriate.No discrepancies of 10% or more in aggregate for each class of inventory were noticed on physical verification of inventories as comparedtobookrecords.

  9. (b) As disclosed in Note 18.1 to the standalone financial statements, the Company has been sanctioned working capital limits in excess of ` five crores in aggregate from banks during the year on the basis of security of current assets.Thequarterlyreturns/statementsfiledbytheCompanywithsuchbanksaregenerallyinagreementwiththe booksofaccountsoftheCompany.

  10. (a) Accordingtotheinformationandexplanationsgiventousandonthebasisofourexaminationoftherecordsofthe Company during the year, the Company has not made any investments, or provided any security or granted any loansoradvancesinthenatureofloans,securedorunsecured,tocompanies,firms,LimitedLiabilityPartnershipsor anyotherpartiesortopromotersorrelatedparties,exceptasstatedhereunder.

  11. (b) The Company had in earlier year granted loans of Rs. 48.81 Lakhs to its wholly owned subsidiary. The Balance outstandingoftheloanissame.

  12. (c) Inouropinion,thetermsandconditionsoftheloansareprimafacie,notprejudicialtotheCompany’sinterest.

  13. (d) In respect of loans granted by the Company,the schedule of repayment of principal and payment of interest has been stipulatedand the repaymentsofprincipalamounts and receiptsofinterest are generallybeen regularas per stipulation.

  14. e() In respect of loans granted by the Company,there is no overdue amount remaining outstanding as at the balance sheetdatetootherentities.

  15. f( ) NoloangrantedbytheCompanywhichhasfallendueduringtheyear,hasbeenrenewedorextendedorfreshloans grantedtosettletheoverduesofexistingloansgiventothesameparties,

  16. (g) Based on our verification of records of the Company and information and explanations given to us,the Company hasnotgrantedanyloansoradvancesinthenatureofloanseitherrepayableondemandorwithoutspecifyingany termsorperiodofrepayment,toPromotersorrelatedpartiesasdefinedinclause(76)ofsection2oftheCompanies Act,2013.

  17. The Company has not granted any loans or provide any guarantees or securities to parties covered under Section 185 of the Act. Further, provisions of sections 186 of the Companies Act, 2013 in respect of loans, investments, guaranteesandsecurityhavebeencompliedwithbytheCompany.

  18. The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act and the rules made thereunder,to the

INDEPENDENT AUDITORS' REPORT

ANNUAL REPORT 2021 - 2022

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  • extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.

  • We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, in respect of its products and are of the opinion that prima facie,the specified accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whethertheseareaccurateandcomplete.

  • Inrespectofstatutorydues:

  • a) According to the information and explanations given to us and on the basis of our examination of the records,the Company is generally regular in depositing undisputed statutory dues including Provident Fund,Employees’State Insurance,Income Tax,Sales Tax,Service Tax,Custom Duty,Excise Duty,Value Added Tax,Cess,Goods and Services Tax and any other statutory dues to the appropriate authorities.No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a year of more than six months fromthedatetheybecamepayable.

  • b) According to the information and explanations given to us,there are no dues as referred in clause 7(a) above which havenotbeendepositedonaccountofanydisputeexceptthefollowing:

|Name of
the Statute|Nature of
Dues|Period to which
it relates|Amount
( in Lacs)
|**Amount Paid/**<br> **adjusted ( in Lacs)**<br>|Forum where dispute
is pending|
|---|---|---|---|---|---|
|Central Excise
& Customs|Cenvat Input
-
Credit Commission|2010 to 2015|385.60|28.92|CESTAT|
|The Central
Sales Tax Act,
1956 and Value
Added Tax|Sales Tax
and VAT|2013-2014|9.86|1.24|Joint
Commissioner
(Appeals)|

  1. Accordingtotheinformationandexplanationsgiventousandonthebasisofourexaminationoftherecordsofthe Company, there were no transaction relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the IncomeTax Act,1961 (43 of 1961) and hence reportingunderclause3(viii)oftheOrderisnotapplicabletotheCompany.

  2. (a) TheCompanyhasnotdefaultedinrepaymentofloansorotherborrowingsorinthepaymentofinterestthereonto thelendersandhencereportingunderclause3(ix)(a)oftheOrderisnotapplicabletotheCompany.

  3. (b) TheCompanyhasnotbeendeclaredwilfuldefaulterbyanybankorfinancialinstitutionorotherlender.

  4. (c) DuringtheyeartheCompanyhasnotavailedoforhasbeendisbursedanyTermloans.

  5. (d) On an overall examination of the standalone financial statements of the Company,no funds raised on short-term basishavebeenusedforlong-termpurposesbytheCompany.

  6. (e) On an overall examination of the standalone financial statements of the Company,the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries and hence reporting underclause3(ix)(e)oftheOrderisnotapplicabletotheCompany.

  7. (f) DuringtheyeartheCompanyhasnotraisedanyfundsonthepledgeofsecuritiesheldinitssubsidiariesandhence reportingunderclause3(ix)(f)oftheOrderisnotapplicabletotheCompany.

  8. 10.(a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable to the Company.

  9. (b) Duringtheyear,theCompanyhasnotmadeanypreferentialallotment,privateplacementofsharesorfullyorpartly convertibledebenturesandhencereportingunderclause3(x)(b)oftheOrderisnotapplicabletotheCompany.

  10. 11.(a) During our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud by or on the Company,noticed or reported during the year,nor have we beeninformedofsuchcasebythemanagement.

INDEPENDENT AUDITORS' REPORT

AMINES & PLASTICIZERS LIMITED

  • (b) During the year,no report under sub-section (12) of section 143 of the Companies Act,2013 has been filed in Form ADT–4asprescribedunderRule13ofCompanies(AuditandAuditors)Rules,2014withtheCentralGovernment.

  • (c) Based on our audit procedures performed and according to the information and explanations given to us, no whistle blower complaints have been received during the year by the Company and hence reporting under clause 3(xi)(c)oftheOrderisnotapplicabletotheCompany.

  • Inouropinionandaccordingtotheinformationandexplanationsgiventous,theCompanyisnotaNidhiCompany andhencereportingunderclause3(xii)oftheOrderisnotapplicabletotheCompany.

  • All the transactions with the related parties are in compliance with sections 177 and 188 of Companies Act,2013 where applicable and the details have been disclosed in the standalone financial statements, as required by the applicableaccountingstandards.

  • 14.(a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of itsbusiness.

  • (b) We have considered the internal audit reports for the year under audit issued to the Company during the year and tilldate,indeterminingnature,timingandextentofourauditprocedure.

  • The Company has not entered into any non-cash transactions prescribed under Section 192 of the Act with its directorsorpersonsconnectedwiththemduringtheyear.

  • (a)The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and reportingunderclause3(xvi)(a),(b)and(c)oftheOrderisnotapplicabletotheCompany.

  • (b)In our opinion,there is no core investment company within the“Companies in the Group”as defined in the Core Investment Companies (Reserve Bank) Directions,2016 and hence reporting under clause 3(xvi)(d) of the Order is notapplicabletotheCompany.

  • The Company has not incurred cash losses during the financial year covered by our audit and the immediately precedingfinancialyear.

  • TherehasbeennoresignationofthestatutoryauditorsoftheCompanyduringtheyearandhencereportingunder Clause3(xviii)oftheOrderisnotapplicabletotheCompany.

  • According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions,nothing has come to our attention,which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company isnotcapableofmeetingitsliabilitiesexistingatthedateofbalancesheetasandwhentheyfallduewithinaperiod of one year from the balance sheet date.We,however,state that this is not an assurance as to the future viability of the Company.We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balancesheetdate,willgetdischargedbytheCompanyasandwhentheyfalldue.

  • 20.a) According to the information and explanations given to us, the Company does not have any unspent amount in respect of any ongoing or other than ongoing project as at the expiry of the financial year and hence reporting underClause3(xx)oftheOrderisnotapplicabletotheCompany.

For B D G & Associates

Chartered Accountants Firm Registration Number:119739W

Vikas Agarwal

Partner Membership Number : 148465 Place : Mumbai Date :23rd May,2022 UDIN : 22148465AKQAIY2512

INDEPENDENT AUDITORS' REPORT

ANNUAL REPORT 2021 - 2022

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INDEPENDENT AUDITORS' REPORT

Annexure B toIndependentAuditors’Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,2013(“theAct”)

1. Reportoninternalfinancialcontrolsoverfinancialreporting

We have audited the internal financial controls over financial reporting of Amines & Plasticizers Limited (“the Company”) as of March 31, 2022 in conjunction with our audit of the standalone financial statements of the Companyfortheyearendedonthatdate.

2. Management’sResponsibilityforInternalFinancialControls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’).These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectivelyforensuringtheorderlyandefficientconductofitsbusiness,includingadherencetocompany’spolicies, the safeguarding of its assets,the prevention and detection of frauds and errors,the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the CompaniesAct,2013.

3. Auditors’Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit.We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial ControlsoverFinancialReporting(the“GuidanceNote”)andtheStandardsonAuditing,issuedbyICAIanddeemed to be prescribed under section 143(10) of the Companies Act,2013,to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financialcontrolsoverfinancialreportingwasestablishedandmaintainedandifsuchcontrolsoperatedeffectively inallmaterialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.Our audit of internal financial controls overfinancialreportingincludedobtaininganunderstandingofinternalfinancialcontrolsoverfinancialreporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the standalone financial statements, whetherduetofraudorerror.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinionontheCompany’sinternalfinancialcontrolssystemoverfinancialreporting.

4. MeaningofInternalFinancialControlsoverFinancialReporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesinaccordancewithgenerallyacceptedaccountingprinciples.ACompany'sinternalfinancialcontrolover financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)

INDEPENDENT AUDITORS' REPORT

AMINES & PLASTICIZERS LIMITED

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statementsinaccordancewithgenerallyacceptedaccountingprinciples,andthatreceiptsandexpendituresofthe Company are being made only in accordance with authorisations of management and directors of the Company; and(iii)providereasonableassuranceregardingpreventionortimelydetectionofunauthorisedacquisition,use,or disposition of the Company's assets that could have a material effect on the financial statements and (iv) also provide us reasonable assurance by the internal auditors through their internal audit reports given to the organizationfromtimetotime.

5. InherentLimitationsofInternalFinancialControlsOverFinancialReporting

Becauseoftheinherentlimitationsofinternalfinancialcontrolsoverfinancialreporting,includingthepossibilityof collusion or improper management override of controls,material misstatements due to error or fraud may occur and not be detected.Also,projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequatebecauseofchangesinconditions,orthatthedegreeofcompliancewiththepoliciesorproceduresmay deteriorate.

6. Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2022, based on the internal control over financial reporting criteria established by the Company consideringtheessentialcomponentsofinternalcontrolstatedintheGuidanceNoteonAuditofInternalFinancial ControlsOverFinancialReportingissuedbytheInstituteofCharteredAccountantsofIndia.

For B D G & Associates

Chartered Accountants Firm Registration Number:119739W

Vikas Agarwal

Partner Membership Number : 148465 Place : Mumbai Date :23rd May,2022 UDIN : 22148465AKQAIY2512

INDEPENDENT AUDITORS' REPORT

ANNUAL REPORT 2021 - 2022

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|BALANCE SHEET AS AT 31ST MARCH 2022
( **in lakhs)**|BALANCE SHEET AS AT 31ST MARCH 2022<br>( in lakhs)|
|---|---|
|Particulars
Note
No.|As at 31st
As at 31st
22
21
March, 20
March, 20|
|ASSETS
Non-Current Assets
a) Property,Plant and Equipment
3
A
b) Capital Work-in-Progress
3B
c) Other Intangible Assets
3C
d) Right of use - Lease
3D
e) Financial Assets
i) Investments
4
ii) Loans
5
iii) Other Non-Current Financial Assets
5A
f) Other Non-Current Assets
6
Total Non-Current Assets
Current Assets
a) Inventories
7
b) Financial Assets
i) Trade Receivables
8
ii) Cash and cash equivalents
9
iii) Bank Balances other than (ii) mentioned above
10
iv) Other Current Financial Assets
11
c) Other Current Assets
12
Total Current Assets
TAL ASSETS
EQUITY AND LIABILITIES
Equity
a) Equity Share Capital
13
b) Other Equity
14
Total Equity
Liabilities
Non-Current Liabilities
a) Financial Liabilities
i) Borrowings
15
b) Provisions
16
c) Deferred Tax Liabilities (Net)
17 B
otal Non-Current Liabilities
Current Liabilities
a) Financial Liabilities
i) Borrowings
18
ii) Trade Payables
19
(a) Total outstanding dues to micro enterprises and small enterprises
(b)Total outstanding dues to creditors other than micro enterprises
and small enterprises
iii) Other Financial Liabilities
20
b) Provisions
21 A
c) Current Tax Liabilities (net)
21 B
d) Other Current Liabilities
22
otal Current Liabilities
TOTAL EQUITY AND LIABILITIES
Significant accounting polices and accompanying Notes form
6
an Integral Part of the Standalone Financial Statements.
1 to 4|7,188.56
8,295.40
1,132.46
315.11
2.73
2.73
111.23
108.58
19.10
19.10
57.27
57.27
58.98
58.74
231.16
281.78|
||9,088.09
8,852.11|
||5,383.34
8,652.30
8,895.06
10,217.78
4,583.83
188.87
221.55
232.04
71.38
71.65
2,557.38
2,568.04|
||21,930.68
21,712.54|
|||
||31,018.77
30,564.65|
||1,100.40
1,100.40
13,027.16
15,167.97|
||16,268.37
14,127.56|
||2,747.45
2,552.02
53.67
53.57
600.96
672.80|
||3,278.39
3,402.08|
||4,614.79
4,656.06
136.73
33.45
7,234.20
5,930.96
144.99
119.12
57.22
51.43
114.15
82.67
732.93
598.32|
||11,472.01
13,035.01|
|||
||31,018.77
30,564.65|
|||

In terms of our report of even date attached

For B D G & Associates Chartered Accountants Firm Registration No.:119739W

For and on behalf of the Board of Directors Hemant Kumar Ruia Yashvardhan Ruia Chairman & Managing Director Executive Director DIN :00029410 DIN :00364888

Vikas Agarwal

Partner Membership No- 148465

Ajay Puranik

President Legal & Company Secretary

Date : 23rd May,2022 Place : Mumbai

Pramod Sharma Chief Financial Officer

BALANCE SHEET

AMINES & PLASTICIZERS LIMITED

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2022

( ` in lakhs)

Particulars
Note
No.
For the year ended
For the year ended
31st March,20
31st March,20
22
21
Revenue from Operations
23
Other Income
24
Total Income
Expenses :
Cost of Materials Consumed
25
Purchases of Stock-in-Trade
Changes in Inventories of Finished Goods,
6
Stock-in-Process and Stock-in-Trade
2
s
7
Employees Benefit Expense
2
8
Finance Costs
2
Depreciation and Amortisation Expenses
3
2022
Less :
Depreciation on Self Constructed Assets
29
Other Expenses
Total Expenses
Profit before tax
Tax Expense
Current tax
Deferred tax
7
Total Tax Expenses :
1 A
Profit for the year
Other Comprehensive Income :
Items that will not be reclassified to Profit or Loss
Remeasurement gain / (loss) on defined benefit plans
Income Tax effect
Total Other Comprehensive Income (Net of Income Tax)
Total Comprehensive Income for the Year
Earning per Equity Share:(Face value of
2 each)
`
Basic & Diluted
3
5
Significant accounting polices and accompanying Notes form
6
an Integral Part of the Standalone Financial Statements.
1 to 4
44,189.61
56,288.91
86.51
519.40
4
56,808.31
4.676.12
4
27,208.54
41,545.71
450.06
548.32
698.01
(1,750.02)
530.17
1,
1,710.41
59.53
878.35
9
431.71
460.14
(
)
(20.77)
2 .0 77
410.94
439.37
9,013.22
10,230.15
53,602.29
40,270.47
3,206.02
4,405.65
1,075.90
759.50
59.16
71.83
831.33
1,135.06
2,374.69
3,270.59
12.79
(13.50)
3.22
-
13.5
(
0)
9.57
2,361.19
3,280.16
5.94
4.32
In terms of our report of even date attached
For B D G & Associates
Chartered Accountants
Firm Registration No.:119739W
For and on behalf of the Board of Directors
Hemant Kumar Ruia
Yashvardhan Ruia
Chairman & Managing Director
Executive Director
DIN :00029410
DIN :00364888

Vikas Agarwal Partner Membership No- 148465

Ajay Puranik President Legal & Company Secretary

Date : 23rd May,2022 Place : Mumbai

Pramod Sharma Chief Financial Officer

PROFIT & LOSS STATEMENT

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH 2022

A.Equity Share Capital

( ` in lakhs)

articulars No of Shares Amount
alance as at
31 March 2020
hanges in equity share capital during the year
alance as at 31 March 2021
hanges in equity share capital during the year
alance as at
31 March 2022
5,50,20,000
-
1,100.40
5,50,20,000
-
1,100.40
5,50,20,000 1,100.40

B.Other Equity

( ` in lakhs)

Particula
rs
Reserves and Surplus Reserves and Surplus Reserves and Surplus Other
Comprehensive
Income
Total
Capital
Reserve
Debenture
Redemption
Reserve
tained
Re
Earnings
urrent Reporting Period
alance as at 1st April, 2021
ro�t for the Year
ther Comprehensive Income for the year*
ividends
ransfer to / (from) retained earnings
hort Provision of Income Tax for earlier years
0.05
-
-
-
-
200.40
-
-
-
33.40
-
12,894.54
2,374.69
-
(220.08)
(33.40)
(0.30)
(67.83)
(13.50)
-
-
-
13,027.16
2,374.69
(13.50)
(220.08)
-
(0.30)
Balance at the end of the reporting
eriod i.e. 31st March, 2022"
0.05 233.80 15,015.45 (81.33) 15,167.97
revious Reporting Period
Balance at the beginning of the reporting
eriod i.e. 1st April, 2020"
ro�t for the Year
ther Comprehensive Income for the year*
ransfer to / (from) retained earnings
Provision of Income Tax for earlier years
hort
0.05
-
-
-
-
167.00
-
-
33.40
-
9,658.72
3,270.59
-
(33.40)
(1.37)
(77.40)
9.57
-
-
9,748.37
3,270.59
9.57
-
(1.37)
Balance at the end of the reporting
eriod i.e.31st March, 2021"
0.05 200.40 12,894.54 (67.83) 13,027.16
Movement in Other comprehensive income relates to remeasurements of the net de�ned bene�t plans
Signi�cant accounting policies and accompanying notes 1 to 46 form an Integral Part of the Standalone Financial Statements.
  • Movement in Other comprehensive income relates to remeasurements of the net de�ned bene�t plans Signi�cant accounting policies and accompanying notes 1 to 46 form an Integral Part of the Standalone Financial Statements.

In terms of our report of even date attached For B D G & Associates Chartered Accountants Firm Registration No.:119739W

For and on behalf of the Board of Directors Hemant Kumar Ruia Chairman & Managing Director DIN :00029410

Yashvardhan Ruia Executive Director DIN :00364888

Vikas Agarwal Partner Membership No- 148465

Ajay Puranik President Legal & Company Secretary

Date : 23rd May,2022 Place : Mumbai

Pramod Sharma Chief Financial Officer

CHANGES IN EQUITY

AMINES & PLASTICIZERS LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2022

(
in lakhs)
`
Particulars For the year ended
For the year ended
31st March, 20
31st March, 20
2
21
2
A
Cash Flow from Operating Activities
Net Profit before Tax
Adjustements for :
Depreciation and Amortisation Expenses
Loss on Sale of Fixed assets
Net
Interest and Other Income
Finance Costs
Operating Profit before Working Capital Changes
Adjusted for :
Non-Current/Current Financial and Other Assets
Inventories
Non-Current/Current Financial and Other Liabilities/Provisions
Cash Generated from Operations
Direct taxes (paid) /Refund (net of tax paid)
Net Cash Flow from Operating Activities
(A)
B
Cash Flow from Investing Activities
Purchase of Fixed Assets
Interest and Other Income
Sale of Fixed Assets
Net Cash Flow from/ (Used in) Investing Activities
(B)
C
Cash Flow from Financing Activities
Proceeds/(Repayment) from Long Term Borrowings (Net)
Proceeds/(Repayment) from Short Term Borrowings
Dividend and Distribution Tax Paid
Interest Paid
Net cash flow from / (Used in) Financing activities
(c)
Net increase/(decrease) in Cash and Cash equivalents
(Total A+B+C)
Cash and Cash equivalents - Opening Balance
- Closing Balance (refer note no.9)*
4,405.65
3,206.02
439.37
410.94
9.96
95.77
(
)
(468.80)
483.72
9
. 3
878.35
59 5
4,150.71
5,302.36
(1,293.28)
(2,899.52)
(3,268.96)
555.85
2,
(1,586.38)
476.25
(6,148.62)
132.57
(1,997.91)
5,434.93
(791.28)
(1,072.81)
,
(2,789.19)
4 362.12
(
)
(
)
833.98
1,090.08
468.80
483.72
12.00
19.38
(
)
(
)
353.18
586.98
(195.43)
(146.26)
1,7
.
41.27
12 94
(220.08)
-
(
)
(
)
878.35
959.53
(1,252.59)
607.15
(4,394.96)
4,382.30
4,583.83
201.53
188.87
4,583.83
  • Includes Margin Money in the form of Term Deposits with the Bank for LC /BG and Unclaimed Dividend.

Significant accounting policies and accompanying notes 1 to 46 form an Integral Part of the Standalone Financial Statements.

In terms of our report of even date attached

For B D G & Associates Chartered Accountants Firm Registration No.:119739W

For and on behalf of the Board of Directors Hemant Kumar Ruia Yashvardhan Ruia Chairman & Managing Director Executive Director DIN :00029410 DIN :00364888

Vikas Agarwal

Partner Membership No- 148465

Ajay Puranik President Legal & Company Secretary

Date : 23rd May,2022 Place : Mumbai

Pramod Sharma Chief Financial Officer

CASH FLOW STATEMENT

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

Note:1 COMPANYINFORMATION

Amines&PlasticizersLimited (the‘Company’)isapubliclimitedCompanyincorporatedinIndiaintheyear 1973 having its registered office located at Poal & Enclave c/o Pranati Builders Private Ltd,Principal J.B.Road, Chenikuthi Guwahati-781003 and corporate office located at 6th Floor, 'D' Building, Shiv Sagar Estate, Dr.AnnieBesantRoad,Worli,Mumbai-400018.TheCompanyislistedontheBombayStockExchange(BSE).

The Company manufactures over 60 different varieties of organic chemicals / amines/ solvents / fertilizers. The main products manufactured are Methyl Diethonalamine (MDEA) and N Methyl Morpholine Oxide (NMMO) which are used in Petrochemicals and Oil refineries, Gas plants and Textiles. The Company has manufacturing facilities at Navi Mumbai and sells its products in Indian Market and is regularly exporting to variouscountries.

Note:2 SIGNIFICANTACCOUNTINGPOLICIES

a. BasisofPreparationofFinancialStatements

CompliancewithIndAs

These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act 2013 (‘Act’) read with of the Companies (Indian Accounting Standards) Rules, 2015 as amendedandotherrelevantprovisionsoftheAct.

Theaccountingpoliciesareappliedconsistentlytoalltheperiodspresentedinthefinancialstatements.

HistoricalCostConvention

The financial statements have been prepared under the historical cost convention except for the followings assetsandliabilitieswhichhavebeenmeasuredattheirfairvalue: -

  • Certain financial assets and liabilities that are measured at fair value (refer-Accounting policy regarding financialsinstruments)

  • Definedbenefitplans–presentvalueofdefinedbenefitobligationunlessotherwiseindicated.

b. Useofestimatesandjudgements

The preparation of financial statements in conformity with Ind AS requires the management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Although these estimates are based on the management’s best knowledge of current events and actions,uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities prospectively. Information about critical judgments in applying accountingpolicies,aswellasestimatesandassumptionsthathavethemostsignificanteffecttothecarrying amountsofassetsandliabilitieswithinthenextfinancialyear,areincludedinthefollowingnotes:

  • i. Measurementofdefinedbenefitobligations-NoteNo. 36

  • ii. Measurementandlikelihoodofoccurrenceofprovisionsandcontingencies-NoteNo.16, 21A&30

  • iii. Recognitionofdeferredtaxassets/liabilities–NoteNo.17B

  • c. Property,Plant&Equipment&IntangibleAssets:

  • i. Property,Plant&Equipment

The Company had applied for the one-time transition exemption of considering the carrying cost on the transition date i.e., 1st April, 2016 as the deemed cost under Ind AS. Hence regarded thereafter as historicalcost.

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

AnitemofProperty,plantandequipmentisrecognizedasanassetifitisprobablethatfutureeconomic benefits associated with the item will flow to the Company and its cost can be measured reliably. property, plant and equipment are initially recognized at cost after deducting refundable purchase taxes and including the cost directly attributable to bring the asset to the location and conditions necessaryforittobecapableofoperatinginthemannerintendedbythemanagement,borrowingcost in accordance with the established accounting policy,cost of restoring and dismantling,if any,initially estimatedbythemanagement.

Freehold Land is carried at historical cost.All Other items of Property,Plant & Equipment are stated at historical cost less depreciation.Historical Cost includes expenditure that is directly attributable to the acquisition of the items. After the initial recognition the property, plant and equipment are carried at costlessaccumulateddepreciationandimpairmentlosses.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate,onlywhenitisprobablethatfutureeconomicbenefitsassociatedwiththeitemwillflowto theCompanyanditscostcanbemeasuredreliably.

All other repairs and maintenance costs, including regular servicing are charged to the Statement of ProfitandLossduringthereportingperiodinwhichtheyareincurred.

In case of self-constructed assets, cost includes the costs of all materials used in construction, direct labour,allocation of overheads,directly attributable borrowing costs.Cost of Self-constructed assets is determined using the same principles as for acquired assets after eliminating the component of internalprofits.

Any gain or loss arising on retirement or disposal of property,plant and equipment is recognized in the StatementofProfitandLoss.

Capital work-in-progress assets in the course of construction for production or/and supply of goods or services or administrative purposes,or for purposes not yet determined,are carried at cost,less any recognisedimpairmentloss.Atthepointwhenanassetisoperatingatmanagement’sintendeduse,the cost of construction is transferred to the appropriate category of property,plant and equipment.Costs associated with the commissioning of an asset are capitalised where the asset is available for use but incapableofoperatingatnormallevelsuntilaperiodofcommissioninghasbeencompleted.

ii. IntangibleAssets

Intangible Assets are stated at cost of acquisition net of recoverable taxes,trade discount and rebates less accumulated amortization / depletion and impairment loss, if any. Such cost includes purchase price,borrowing costs,and any cost directly attributable to bringing the asset to its working condition for the intended use, net charges on foreign exchange contracts and adjustments arising from exchangeratevariationsattributabletotheintangibleassets.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,onlywhenitisprobablethatfutureeconomicbenefitsassociatedwiththeitemwillflowto theentityandthecostcanbemeasuredreliably.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the StatementofProfitandLosswhentheassetisderecognised.

iii. Depreciation/Amortization

Depreciation on all property, plant and equipment are provided for, from the date of put to use for commercial production on a pro-rata basis on the straight-line method based on at the useful life prescribedunderScheduleIItotheCompaniesAct,2013.Freeholdlandisnotdepreciated.

Depreciation commences when the assets are ready for their intended use. Depreciated assets in property and accumulated depreciation accounts are retained fully until they are removed from service.

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022 The residual values, useful lives and method of depreciation of property, plant and equipment is reviewedateachfinancialyearendandadjustedprospectively,ifappropriate.

Intangibleassets witha finite usefullifeare amortisedin a straight-linebasisover their estimated useful life.

d. DisposalofAssets

An item of property,plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between net disposal proceeds and the carrying amount of the asset and is recognised in the StatementofProfitandLoss.

e. Leases

The Company, as a lessee, recognises a right-of-use asset and a lease liability for its leasing arrangements,ifthecontractconveystherighttocontroltheuseofanidentifiedasset.

The contract conveys the right to control the use of an identified asset if it involves the use of an identifiedassetandtheCompanyhassubstantiallyalloftheeconomicbenefitfromtheuseofassetand hasrighttodirecttheuseoftheidentifiedasset.

The cost of right-of-use asset shall comprise of amount of the initial measurement of the lease liability adjustedforanyleasepaymentsmadeatorbeforethecommencementdateplusanyinitialdirectcosts incurred.

Right-of-use assets is subsequently measured at cost,less any accumulated depreciation,accumulated impairmentlosses,ifanyandadjustedforanyremeasurementofleaseliabilities.

Right-of-use assets is depreciated using the straight-line method from the commencement date over theshorterofleasetermorusefullifeoftheRight-of-useasset.

TheCompanymeasurestheleaseliabilityatthepresentvalueoftheleasepaymentsthatarenotpaidat the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease,if that rate can be readily determind.If that rate cannot be readily determined,the Companyusesincreamentalborrowingrate.

For short term and low value leases, the Company recognises the lease payments as an operating expenseonastraight-linebasisovertheleaseterm.

The Company's lease arrangements do not contain an obligation to dismantleand remove the underlying asset, restore the site on which it is located ore restore the underlying asset to a specified condition.

f. Impairment

The Company assesses at each reporting date as to whether there is any indication that any property, plant and equipment and intangible assets or group of assets,called cash generating units (CGU) may be impaired. If any such indication exists the recoverable amount of an asset or CGU is estimated to determine the extent of impairment,if any.When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the CGU to which the asset belongs.

An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset’s carrying amount exceeds its recoverable amount.The recoverable amount is higher of an asset’s fair value less cost of disposal and value in use.Value in use is based on the estimated future cash flows,discounted to their present value using pre-tax discount rate that reflects current market assessments of the time valueofmoneyandriskspecifictotheassets.

The impairment loss recognised in prior accounting period is reversed if there has been a change in the

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

estimateofrecoverableamount.

g.

Researchanddevelopmentexpenditure

Revenue expenditure pertaining to research is charged to the Statement of Profit and Loss. Development costs of products are charged to the Statement of Profit and Loss unless a product’s technological and commercial feasibility has been established, in which case such expenditure is capitalised.

h.

BorrowingCosts

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets,which are assets that necessarily takes substantial period of time to get ready for their its intended use or sale,are capitalised as part of the cost of such assets,until such time as the assets are substantiallyreadyfortheintendeduseorsale.

Investment income earned on the temporary investment of specific borrowings pending their expenditureonqualifyingassetsisrecognizedintheStatementofProfitandLoss.

All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they areincurred.

i. Inventories

Inventories are stated at the lower of cost and net realizable value.The cost of finished goods and work inprogressincludesrawmaterials,directlabour,otherdirectcostsandrelatedproductionoverheads.

Raw Materials and other materials including packaging, stores and fuels are valued at lower of cost, based on first-in-first- out method arrived at after including freight inward and other expenditure directlyattributabletoacquisitionornetrealizablevalue. CostofStores,Sparesandfuelsarecomputed onMovingWeightedAverage.

Net realizable value is the estimated selling price in the ordinary course of business,less the estimated costsofcompletionandsellingexpenses.

j. FinancialInstruments

I. Financialassets

a. InitialRecognitionandMeasurement

TheCompanyrecognizesfinancialassetsandfinancialliabilitieswhentheCompanybecomesapartyto the contractual provisions of the instrument.Financial assets and liabilities are recognised at fair value initial recognition except for Trade receivables / payables and where cost of generation or fair value exceedsbenefits,whichareinitiallymeasuredatthetransactionprice.Transactioncostsdirectlyrelated to the acquisition or issue of the financial assets and financial liabilities (other than financial assets and financial liabilities through profit and loss account) are added to or deducted from the cost of financial assets and financial liabilities.Transaction costs directly attributable to the acquisition or issue of the financial assets and financial liabilities at fair value through profit and loss account are recognized immediatelyinthestatementofprofitandloss.

b. ClassificationandSubsequentMeasurement

i. Amortisedcost:

A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principalamountoutstanding.

ii. Fairvaluethroughothercomprehensiveincome(FVOCI):

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interestontheprincipalamountoutstanding.

iii. Fairvaluethroughprofitandloss(FVTPL):

AfinancialassetwhichisnotclassifiedinanyoftheabovecategoriesaremeasuredatFVTPL.

Financial assets are not reclassified subsequent to their recognition, except if and in the period the Companychangesitsbusinessmodelformanagingfinancialassets.

iv. InvestmentsinSubsidiaries

Investments in subsidiaries are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries, the difference betweennetdisposalproceedsandthecarryingamountsarerecognizedintheStatementofProfitand Loss.

v. EquityInstruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of directissuecosts.

All equity investments are measured at fair value,with value changes recognised in Statement of Profit and Loss,except for those equity investments for which the Company has elected to present the value changesin‘OtherComprehensiveIncome .’

vi. CashandBankBalances

Cash and cash equivalents – which includes cash in hand,deposits at call with banks and other shortterm deposits which are readily convertible into cash and which are subject to an insignificant risk of changesinvalueandhavematuritiesoflessthanoneyearfromthedateofsuchdeposits.

Other Bank Balances – which includes balances and deposits with banks that are restricted for withdrawalandusage.

vii. TradeReceivablesandLoans

Trade receivables are initially recognised at fair value.Subsequently,these assets are held at amortised cost,using the effective interest rate (EIR) method net of any expected credit losses.The EIR is the rate thatdiscountsestimatedfuturecashincomethroughtheexpectedlifeoffinancialinstrument.

viii. DebtInstruments

Debt instruments are initially measured at amortised cost, fair value through other comprehensive income (‘FVOCI’) or fair value through profit or loss (‘FVTPL’) till derecognition on the basis of (i) the entity’s business model for managing the financial assets and (ii) the contractual cash flow characteristicsofthefinancialasset.

C. ImpairmentofFinancialAsset

In accordance with Ind AS 109, the Company uses ‘Expected Credit Loss’ (ECL) model, for evaluating impairmentoffinancialassetsotherthanthosemeasuredatfairvaluethroughprofitandloss(FVTPL).

For financial assets other than trade receivables,as per Ind AS 109,the Company recognizes 12 month expectedcreditlossesforalloriginatedoracquiredfinancialassetsifatthereportingdatethecreditrisk of the financial asset has not increased significantly since its initial recognition. The expected credit losses are measured as lifetime expected credit losses if the credit risk on financial asset increases

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

significantly since its initial recognition. The Company’s trade receivables do not contain significant financing component and loss allowance on trade receivables is measured at an amount equal to life timeexpectedlossesi.e.expectedcashshortfall.

TheimpairmentlossesandreversalsarerecognisedinStatementofProfitandLoss.

II. FinancialLiabilities

a. InitialRecognitionandMeasurement

Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.Trade and other payable are initially recognized at the fair value of the considerationreceivedlessdirectlyattributabletransactioncost.

Financial liabilities are initially measured at the amortised cost unless at initial recognition, they are classified as fair value through profit and loss.In case of trade payables,they are initially recognised at fair value and subsequently, these liabilities are held at amortised cost, using the effective interest method.

b. ClassificationandSubsequentMeasurement

Financial liabilities are subsequently measured at amortised cost using the EIR method. Financial liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair valuerecognisedintheStatementofProfitandLoss.

III. DerecognitionofFinancialInstruments

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the Company's BalanceSheetwhentheobligationspecifiedinthecontractisdischargedorcancelledorexpires.

k. Provision,ContingentLiabilities&ContingentAssets

ProvisionsarerecognizedwhentheCompanyhasapresentobligation(legalorconstructive),asaresult ofpastevents,forwhichitisprobablethatanoutflowofeconomicbenefitswillberequiredtosettlethe obligationandareliableestimatecanbemadefortheamountoftheobligation.

If the effect of the time value of money is material, provisions are measured on a discounted basis to reflect its present value using a current pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the obligation.When discounting is used,the increase in theprovisionduetothepassageoftimeisrecognisedasafinancecost.

A contingent liability is a possible obligation that arise from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognised because it is probable that an outflowofresourceswillnotberequiredtosettletheobligation.However,ifthepossibilityofoutflowof resources,arising out of present obligation,is remote,it is not even disclosed as contingent liability.The companydoesnotrecognizeacontingentliabilitybutdisclosesitsexistenceinthefinancialassets.

Contingentassetsareneitherrecognizednordisclosedinthefinancialstatements.

l.

RevenueRecognition

TheCompanymanufacturesandsellsarangeofchemicalsandotherproducts.

Revenue from sale of goods is recognized when significant risks and rewards of ownership are transferred to the buyer, there is no continuing managerial involvement with the goods and the amount of revenue can be measured reliably,which coincides with the date of dispatch/bill of lading. The Company retains no effective control of the goods transferred to a degree usually associated with ownership and no significant uncertainty exists regarding the amount of the consideration that will be

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

derivedfromthesaleofgoods.

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence,itdoesnotadjustanyofthetransactionpricesforthetimevalueofmoney.

Revenue is measured at fair value of the consideration received or receivable includes freight,wherever applicableandisnetoftradediscounts,volumerebatesandGST.

Exportincentivesundervariousschemesareaccountedintheyearofexport.

Revenue from technical services recognized on the basis of milestones for rendering services as per the agreement.

Interest income is recognized on time apportionment basis.Effective interest rate (EIR) method is used tocomputetheinterestincomeonlongtermloansandadvances.Interestincomefromafinancialasset is recognised when it is probable that the economic benefits will flow to the Company and the amount ofincomecanbemeasuredreliably.

Dividendincomeoninvestmentsisrecognisedwhentherighttoreceivedividendisestablished.

m. EmployeeBenefits

i. DefinedContributionPlans

Contributionstodefinedcontributionschemessuchasemployees’stateinsurance,labourwelfarefund, superannuation scheme, employee pension scheme etc. are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees. Eligible employees receive benefits from a provident fund,which is a defined contribution plan to the Trust/Government administeredTrust. Both the employee and the company make contribution to the AminesPlasticizersLimitedEmployees’providentFundTrust/GovernmentadministeredTrustequalto the specified percentage of the covered employee’s salary.Company also contributes to a Government administeredpensionfundonbehalfofitsemployees.

ii. DefinedContributionPlans

The Company also provides for retirement benefits in the form of gratuity and compensated absences totheemployeesCompany.

For defined benefit plans, the amount recognised as‘Employee benefit expenses’in the Statement of Profit and Loss is the cost of accruing employee benefits promised to employees over the year and the costsofindividualeventssuchaspast/futureservicebenefitchangesandsettlements(sucheventsare recognised immediately in the Statement of Profit and Loss).Any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised immediately in ‘Other comprehensive income’ and subsequently not reclassified to the Statement of ProfitandLoss.

The defined benefit plan surplus or deficit on the Balance Sheet comprises the total for each plan of the fair value of plan assets less the present value of the defined benefit liabilities (using a discount rate by referencetomarketyieldsongovernmentbondsattheendofthereportingperiod)

All defined benefit plans obligations are determined based on valuations,as at the Balance Sheet date, made by independent actuary using the projected unit credit method. The classification of the Company’snetobligationintocurrentandnon-currentisaspertheactuarialvaluationreport.

Liabilityforbalanceleaveencashment/entitlementisprovidedonthebasisofactuarialvaluationatthe yearend.

n. Taxation

Income tax expense for the year comprises of current tax and deferred tax. It is recognised in the

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

StatementofProfitandLossexcepttotheextentitrelatestoabusinesscombinationortoanitemwhich isrecognizeddirectlyinequityorinothercomprehensiveincome.

CurrentTax

Current tax is tax expected tax payable on the taxable income for the year,using the tax rate enacted at thereportingdate,andanyadjustmenttothetaxpayableinrespectoftheearlierperiods.Taxableprofit differs from the net profit as reported in the statement of profit and loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are nevertaxableordeductible.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off therecognisedamountsandthereisanintentiontosettletheassetandtheliabilityonanetbasis.

DeferredTax

Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes.

A deferred tax liability is recognised based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities,using tax rates enacted,or substantively enacted,by the end of thereportingperiod.Deferredtaxassetsarerecognisedonlytotheextentthatitisprobablethatfuture taxable profits will be available against which the asset can be utilised.Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefitwillberealised.

Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities; and the deferred tax assets and the deferred tax liabilitiesrelatetoincometaxesleviedbythesametaxationauthority.

MAT credit entitlement is recognized and carried forward only if there is a reasonable certainty of it beingsetoffagainstregulartaxpayablewithinthestipulatedstatutoryperiod.

o.

EarningsPerShare

Basic earnings per share is computed by dividing the net profit for the year attributable to equity shareholders of the Company by the weighted-average number of equity shares outstanding during the year.The weighted-average number of equity shares outstanding during the year and for all years presented is adjusted for events such as bonus issue; bonus element in a rights issue to existing shareholders; share split; and reverse share split (consolidation of shares) that have changed the numberofequitysharesoutstanding,withoutacorrespondingchangeinresources.

For the purpose of calculating diluted earnings per share,the net profit or loss for the year attributable to equity shareholders and the weighted-average number of shares outstanding during the year are adjustedfortheeffectsofalldilutivepotentialequityshares.

p. ForeignCurrencyTransactionsandTranslation

The financial statements are presented in Indian Rupees (INR), which is the functional currency of the Companyandthepresentationcurrencyforthefinancialstatements.

Transactions in foreign currencies are recognized at the prevailing exchange rates on the transaction dates. Realized gains and losses on settlement of foreign currency transactions are recognized in the StatementofProfitandLoss.

Foreign currency monetary items (assets and liabilities) at the year- end are translated at the year-end

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

exchange rates and the resultant exchange differences are recognized in the Statement of Profit and Loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction.Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line withtherecognitionofthegainorlossonthechangeinfairvalueoftheitem(i.e.,translationdifferences on items whose fair value gain or loss is recognised in OCI or Statement of Profit and Loss are also recognisedinOCIorStatementofProfitandLoss,respectively).

q. Recentpronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time.On March 23,2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable fromApril1,2022,asbelow:

Ind AS 16 – Property,Plant & Equipment- Proceeds before intended use: The amendment clarifies that excessnetsalesproceedsofitemsproducedoverthecostoftesting,ifany,shallnotberecognizedinthe profit or loss but deducted from the directly attributable costs considered as part of cost of an item of property, plant and equipment.The effective date for adoption of this amendment is annual periods beginningonorafter1stApril,2022.

Ind AS 37 – Provisions, contingent liabilities and contingent assets- Onerous Contracts - Costs of Fulfilling a Contract The amendment specifies that the‘cost of fulfilling’a contract comprises the‘costs thatrelatedirectlytothecontract’.Coststhatrelatedirectlytoacontractcaneitherbeincrementalcosts offulfillingthatcontract(exampleswouldbedirectlabour,materials)oranallocationofothercoststhat relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property,plant and equipment used in fulfilling that contract.The effective date for adoption of this amendment is annual periods beginning on or after 1st April, 2022, although early adoption is permitted.

Ind AS 103 – Business Combinations-Reference to Conceptual FrameworkThe amendment adds a new exceptionininIndAs103forLiabilitiesandContingentLiabilities.

Ind AS 109 – Financial Instruments -Annual Improvements to Ind AS (2021) The amendment clarifies which fees an entity includes when it applies the‘10 percent’test in assessing whether to derecognise a financial liability. An entity includes only fees paid or received between the entity (the borrower) and thelender,includingfeespaidorreceivedbyeithertheentityorthelenderontheother’sbehalf.

TheCompanyisintheprocessofevaluatingtheimpactoftheseamendments.

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

|3A
as
st
2
. Property,Plant & Equipment
on 31
March,202
(
)
**in lakhs**|**Gross Carrying Block**<br>**Depreciation**<br>**Net Carrying Value**|**As at 31st**<br>**March,**<br>**21**<br>**20**|14.38<br>1,764.41<br>127.06<br>5,109.72<br>7.50<br>28.19<br>137.30|**7,188.56**|**3A**<br>**as**<br>**st**<br>**1**<br>**. Property,Plant & Equipment**<br>**on 31**<br>**March,202**<br>**(**<br>**)**<br>in lakhs|Gross Carrying Block
Depreciation
Net Carrying Value|As at 31st
March,
20
20|14.38
1,702.95
138.75
5,277.33
8.88
20.25
184.86|7,347.40|
|---|---|---|---|---|---|---|---|---|---|
|||As at 1st
21
April,20
Additions
Deduction
on
Disposals
As at 31st
March,
2
202
Depreciation
charge for
the Period
Adjustment
As at 31st
March,
21
20
As at 31st
March,
2
202
As at 31st
March,
2
202
Deduction
on
Disposals|14.38
14.38
-
-
-
14.38
1,886.92
1,886.92
122.51
36.73
159.24
1,727.68
182.60
15.75
198.35
55.54
11.35
66.89
131.46
6,185.53
1,604.70
153.33
7,636.90
1,075.81
375.90
45.56
1,406.15
6,230.75
16.21
2.68
18.89
8.71
0.62
9.33
9.56
67.46
20.59
88.05
39.27
10.08
49.35
38.70
284.28
28.38
312.66
146.98
22.81
169.79
142.87|8,637.38
1,672.10
153.33
10,156.15
1,448.82
457.49
-
45.56
1,860.75
8,295.40|||As at 1st
20
April,20
Additions
Deduction
on
Disposals
As at 31st
March,
1
202
Depreciation
charge for
the Period
Adjustment
As at 31st
March,
20
20
As at 31st
March,
1
202
As at 31st
March,
1
202
Deduction
on
Disposals|14.38
14.38
-
-
14.38
-
-
-
1,790.59
96.33
-
1,886.92
87.64
34.87
-
122.51
1,764.41
182.60
-
-
182.60
43.85
11.69
-
55.54
127.06
6,016.70
178.13
9.30
6,185.53
739.37
338.47
2.03
1,075.81
5,109.72
15.83
0.38
-
16.21
6.95
1.76
-
8.71
7.50
51.99
15.47
-
67.46
31.74
7.53
-
39.27
28.19
327.79
9.16
52.67
284.28
142.93
34.65
30.60
146.98
137.30|8,399.88
299.47
61.97
8,637.38
1,052.48
428.97
-
32.63
1,448.82
7,188.56|
|||Particulars|Freehold Land
Buildings
Plant & Equipments
Research & Development
Others
Furniture & Fixturres
Office Equipment
Vehicles|Total|||Particulars|Freehold Land
Buildings
Plant & Equipments
Research & Development
Others
Furniture & Fixturres
Office Equipment
Vehicles|Total|
|||||||||||

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF FINANCIAL
MARCH 20
STATEMENTS AS AT 31ST
2
2
3B Capital Work In Progress as on 31st March,2022
(
)
`in lakhs
As at 31st
1
March, 202
1,132.46 1,132.46 3B Capital Work In Progress as on 31st March,2021 As at 31st
0
March, 202
295.12
25.96
321.08 3B.1 Capital Work in Progress (CWIP) ageing schedule as on 31st March,2022
As on 31st March 2022
Particulars
<1 Year
1 - 2 Years
> 3 Years
Total
- Projects in Progress
315.11
-
-
315.11
- Projects temporarily suspended
-
-
-
-
Total
315.11
-
-
315.11
As on 31st March 2021
Particulars
<1 Year
1 - 2 Years
> 3 Years
Total
- Projects in Progress
315.11
-
-
315.11
- Projects temporarily suspended
-
-
-
-
Total
315.11
-
-
315.11
As on 31st March 2021
Particulars
<1 Year
1 - 2 Years
> 3 Years
Total
- Projects in Progress
315.11
-
-
315.11
- Projects temporarily suspended
-
-
-
-
Total
315.11
-
-
315.11
As on 31st March 2021
Particulars
<1 Year
1 - 2 Years
> 3 Years
Total
- Projects in Progress
315.11
-
-
315.11
- Projects temporarily suspended
-
-
-
-
Total
315.11
-
-
315.11
As on 31st March 2021
As at 31st
March, 2022
-
-
-
-
-
-
-
-
-
315.11
-
-
-
-
-
-
-
-
-
315.11
As at 31st
1
March, 202
-
-
-
-
-
-
-
-
-
1,132.46
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,132.46
<1 Year
1 - 2 Years
> 3 Years
Total
315.11
-
-
315.11
-
-
-
-
315.11
-
-
315.11
990.39
142.07
-
1,132.46
-
-
-
-
990.39
142.07
-
1,132.46
Plant & Equipment under Installation Total Plant & Equipment under Installation
Buildings
Total Particulars - Projects in Progress - Projects temporarily suspended Total - Projects in Progress - Projects temporarily suspended Total

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

|Gross Carrying Block
Amortisation
Net Carrying Value|As at 31st
March,
21
20|2.73|2.73|3C Intangible Assets as on 31st March 2021|Gross Carrying Block
Amortisation
Net Carrying Value|As at 31st
March,
20
20|2.
82|82
2.|3D Right to use - Lease as on 31st March,2022
(
)
**in lakhs**|**Gross Carrying Block**<br>**Amortisation**<br>**Net Carrying Value**|**As at 31st**<br>**March,**<br>**21**<br>**20**|111.23|111.23|**3D Right to use - Lease as on 31st March,2021**<br>**(**<br>**)**<br>in lakhs|Gross Carrying Block
Amortisation
Net Carrying Value|As at 31st
March,
20
20|113.88|113.88|3D.1 Leasehold land is for the period of 95 years commencing from 1st August ,1968 and renewable for a further period of 95 years at the option of the Company.
Notes :
The above property,plant and equipment are subject to first pari passu charge on the non current loans from banks and second pari passu charge on the working capital
loans,both present and future (refer note 15.1).|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
||As at 1st
21
April,20
Additions
Deduction
on
Disposals
As at 31st
March,
2
202
Amortisation
charge for
the Year
As at 31st
March,
21
20
As at 31st
March,
2
202
As at 31st
March,
2
202
Deduction
on
Disposals|11.28
-
-
11.28
8.55
-
-
8.55
2.73|11.28
-
-
11.28
8.55
-
-
8.55
2.73|||As at 1st
20
April,20
Additions
Deduction
on
Disposals
As at 31st
March,
1
202
Amortisation
charge for
the Year
As at 31st
March,
20
20
As at 31st
March,
1
202
As at 31st
March,
1
202
Deduction
on
Disposals|11.28
-
-
11.28
8.
-
8.55
2.73
46
0.09|46
0.09
11.28
-
-
11.28
8.
-
8.55
2.73|||As at 1st
21
April,20
Additions
Deduction
on
Disposals
As at 31st
March,
2
202
Amortisation
charge for
the Year
As at 31st
March,
21
20
As at 31st
March,
2
202
As at 31st
March,
2
202
Deduction
on
Disposals|124.48
-
-
124.48
13.25
-
2.65
15.90
108.58|1
2.65
15.90
108.58
24.48
-
-
124.48
13.25
-|||As at 1st
20
April,20
Additions
Deduction
on
Disposals
As at 31st
March,
1
202
Amortisation
charge for
the Year
As at 31st
March,
20
20
As at 31st
March,
1
202
As at 31st
March,
1
202
Deduction
on
Disposals|124.48
-
-
124.48
10.60
2.65
13.25
111.23
-|124.48
-
-
124.48
10.60
2.65
-
13.25
111.23||
||Particulars|Software|Total (c)|||Particulars|Software|Total (c)|||Particulars|Leasehold Land (Refer Note 3
below)
d.1|Total ( )
D|||Particulars|Leasehold Land (Refer Note 3
below)
d.1|Total ( )
D||

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

|Non Current Investments
(
)
**in lakhs**|**Non Current Investments**<br>(<br>)<br> in lakhs|Non Current Investments
(
)
` in lakhs|
|---|---|---|
|No.of Shares
Face
Value
(fully
paid
up)
Amount
Particulars
Sr.
No.
Extent
of
Holding
(%)|||
|March,
20 2
2
March,
2021
March,
2021
March,
20 2
2|March,
20 2
2|March,
2021|
|(1)
(2)
(3)
(4)
(5)
(6)
(7)||(8)|
|(a) Investments measured at Cost
In Unquoted Equity Shares of Subsidiaries
Z LLC
i
Amines & Plasticizers F
AED 1000
100
100
100
100|19.08|19.08|
|Total (a)|19.08|19.08|
|Investments measured at Fair Value
(b) Through amortized cost
Other Investment
Government Securities (NSC)|0.02|0.02|
|Total (b)
-
-|0.02|0.02|
||||
|Total (a+b )|19.10|19.10|
|Aggregate amount of unquoted investments
19.10||19.10|

articulars
Loans to Subsidiaries

i)
Loans Receivables considered good - Secured
ii) Loans Receivables considered good - Unsecured
iii) Advances Receivables considered good - Unsecured
tal
Loans
Non Current
As at 31st
As at 31st
2
March,
21
March,202
20
-
-
48.81
48.81
8.46
8.46
57.27
57.27

5.1 Non current loans to wholly owned subsidiry in UAE pertain to funds advanced for business purpose.The said loansarerepaybleaspertherepaymentschedule.Theseloanscarryaninterestattherate9%perannum.

5A Other Non-Current Financial Assets

articulars
nsecured,Considered Good:

Capital Advances

Other receivables from related parties.
Prepaid Expenses
tal
Other Non-Current Assets
articulars
curity Deposits
tal
As at 31st
As at 31st
2
March,
21
March,202
20
58.98
58.74
58.74
58.98
As at 31st
As at 31st
2
21
March,20
March,20
2
51.59
55.99
225.00
150.00
5.19
25.17
231.16
281.78

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

|7 Inventories : (Valued & Certified by the Management)|As at 31st
As at 31st
2
21
March,20
March,20
2
As at 31st March,20
As at 31st March, 20
2
21
2
820.48
1,356.91
807.59
158.22
2,164.50
978.70
790.73
1,162.81
933.60
985.18
2,096.41
1,775.91
541.41
587.02
587.02
541.41
19.93
37.43
35.09
95.47
55.02
132.90
1,765.72
3,392.25
3,392.25
1,765.72
266.58
279.22
266.58
279.22
5,383.34
8,652.30
(
)
**in lakhs**|**As at 31st**<br>**As at 31st**<br>**2**<br>**21**<br>**March,20**<br>**March,20**<br>**2**<br>**As at 31st March,20**<br>**As at 31st March, 20**<br>**2**<br>**21**<br>**2**<br>820.48<br>**1,356.91**<br>**807.59**<br>158.22<br>**2,164.50**<br>978.70<br>790.73<br>**1,162.81**<br>**933.60**<br>985.18<br>**2,096.41**<br>1,775.91<br>541.41<br>**587.02**<br>**587.02**<br>541.41<br>19.93<br>**37.43**<br>35.09<br>**95.47**<br>55.02<br>**132.90**<br>1,765.72<br>**3,392.25**<br>**3,392.25**<br>1,765.72<br>266.58<br>**279.22**<br>266.58<br>**279.22**<br>**5,383.34**<br>**8,652.30**<br>(<br>)<br> in lakhs|As at 31st
As at 31st
2
21
March,20
March,20
2
As at 31st March,20
As at 31st March, 20
2
21
2
820.48
1,356.91
807.59
158.22
2,164.50
978.70
790.73
1,162.81
933.60
985.18
2,096.41
1,775.91
541.41
587.02
587.02
541.41
19.93
37.43
35.09
95.47
55.02
132.90
1,765.72
3,392.25
3,392.25
1,765.72
266.58
279.22
266.58
279.22
5,383.34
8,652.30
(
)
` in lakhs|
|---|---|---|---|
|Particulars||||
|Particulars
8 Trade Receivables
a. Raw Materials
Goods-in-transit
b. Materials for Repacking
Goods-in-transit
c. Work-in-progress
d. Finished goods - for Trade
Goods-in-transit
e. Finished goods
f.
Stores and spares,Packing Material and Fuel
Total|1,356.91
807.59
1,162.81
933.60
587.02
37.43
95.47
3,392.25
279.22|820.48
158.22
2,164.50
790.73
985.18
2,096.41
541.41
587.02
19.93
35.09
132.90
1,765.72
3,392.25
266.58
279.22||
|||8,652.30||
|||||
|Current - Unsecured
Trade Receivables considered good - Secured
Trade Receivables considered good - Unsecured
Trade Receivables which have significant increase in Credit Risk
Trade Receivables - credit Impaired
Less:
Allowance for bad and doubtful debts
Total
8.1 Ageing Schedule of Trade Receivable|||-
-
8,895.06
10,217.78
-
-
1.61
1.61|
||||10,219.39
8,896.67
1.61
1.61|
||||10,217.78
8,895.06|
|||||

Particulars Outstanding for the current period from due date of Payment

Less than 6 6 Months to 6 Months to 1 to 2 1 to 2 2 to 3 More than
Months 1 Year Year s Years 3 Years Total
( )
i
Undisputed Trade receivable - Considered Good 10,125.50 80.69 5.62 0.31 5.66 10,217.78
(ii) Undisputed Trade receivable - Which have
significant increase in credit risk - - - - - -
(iii) Undisputed Trade receivable - Credit impaired - - - - - -
(iv) Disputed Trade receivable - Considered Good - - - - - -
(v) Disputed Trade receivable - Which have significant
increase in credit risk - - - - 1.61 1.61
(vi) Disputed Trade receivable - Credit impaired - - - - - -
Total 10,125.50 80.69 5.62 0.31 7.27 10,219.39

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

( ` in lakhs )

(
)
` in lakhs
Particulars Outstanding for the previous period from due date of Payment
Less than 6 6 Months to 1 to 2 2 to 3 More than
Months 1 Year Year s Years 3 Years Total
(I
)
Undisputed Trade receivable - Considered Good 8,757.63 95.01 29.59 4.29 8.54 8,895.06
(ii) Undisputed Trade receivable - Which have
significant increase in credit risk - - - - - -
(iii) Undisputed Trade receivable - Credit impaired - - - - - -
(iv) Disputed Trade receivable - Considered Good - - - - - -
(v) Disputed Trade receivable - Which have
significant increase in credit risk - - - - 1.61 1.61
(vi) Disputed Trade receivable - Credit impaired - - - - - -
Total 8,757.63 95.01 29.59 4.29 10.15 8,896.67

9 Cash and Cash Equivalents

Cash and Cash Equivalents
articulars As at 31st March,20 2
2
As at 31st March,2021
ash and Cash Equivalents
) Balances with Banks
In Current Accounts
In cash credit Accounts
)
Cash on hand
otal
175.83
9.52
3.52
188.87
3070.30
1509.01
4.52
4,583.83
188.87 4,583.83

10 Other Balances with Bank

Particulars
) Earmarked Balances with Banks
) Balance in Unclaimed Dividend Accounts
) Fixed Deposits with banks (to the extent held
as margin money for Letters of Credits,
Guarantees and other commitments)
otal
Other Balances with Bank
As at 31st March,20
As at 31st March, 20
2
21
2
18.31
16.17
205.38
221.55
213.73
232.04
(
)
` in lakhs
232.04
221.55

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

Particulars
Export Incentive Receivables
Balances with Excise/GST Authorities
VAT Refund Receivables
Prepaid Expenses
Advance to Suppliers
Advance to Subsidiary for Goods
Other Advances
Total
12 Other Financial Assets
Particulars
Unsecured and Considered Good
Interest receivable on Fixed Deposits
O
ther Receivables
Claims and other Receivables
Security Deposits
Total
11 Other Financial Assets
As at 31st
As at 31st
2
21
March,20
March,20
2
5.38
5.72
42.97
27.33
2.74
9.06
19.95
29.88
(
)
` in lakhs
71.65
71.38
As at 31st
As at 31st
2
21
March,20
March,20
2
410.85
207.71
1,449.22
1327.11
104.36
104.34
66.37
125.22
519.19
129.96
-
666.99
7.39
6.71
2,557.38
2,568.04

13 Equity Share Capital

Equity Share Capital
3
Authorised
Equity Shares of
2 each
<br>**Total Equity Shares**<br>Preference Shares of<br>100 each<br>
Total Preference Shares
Total Autorised share Capital
Issued,Subscribed & Paid up
Equity Shares of
2 each fully paid up
`
Total
Particulars
As at 31st March, 20 2
2
As at 1st
, 20
3
March
21
Number
Amount
Number
Amount
6,75,00,000
1,350.00
6,75,00,000
1,350.00
6,75,00,000
1,350.00
6,75,00,000
1,350.00
2,51,000
251.00
2,51,000
251.00
2,51,000
251.00
2,51,000
251.00
6,77,51,000
1,601.00
6,77,51,000
1,601.00
5,50,20,000
1,100.40
5,50,20,000
1,100.40
5,50,20,000
1,100.40
5,50,20,000
1,100.40

Note:

The Authorized Share Capital of the Company stands increased after adding the Authorized Share Capital of APL Engineering Services Pvt Ltd (wholly owned subsidiary Company, which now stands amalgamated) with the CompanypursuanttotheOrderofAmalgamationdated22ndMarch2017passedbytheHon.NationalCompanyLaw Tribunal,GuwahatiBench,Assam.

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

13.1 Right,PreferenceandRestrictionsattachedtoEquityShares

The Company has only one class of equity shares having par value of ` 2 per share.Each Shareholder is entitled to one vote per share.In the event of liquidation of the Company the holder of equity shares will be entitled to receive any of the remaining assets of the Company after distribution of all preferential payments. However, no such preferential amountexistscurrently.Thedistributionwillbeinproportiontothenumberofequitysharesheldbytheshareholders.

ThedividendproposedbytheBoardofDirectorsissubjecttotheapprovaloftheshareholdersintheensuringAnnual General Meeting,The Board of Directors at their Meeting held on May 23,2022 has recommended a final Dividend of 20% (40paisepershareofFaceValue ` 2/-each)fortheyearendedMarch31,2022.

13.2 Reconciliation of numbers of Equity Shares

.2 Reconciliation of numbers of Equity Shares
articulars
ares outstanding at the beginning of the year
ued during the year
ares outstanding at the end of the year
As at 31st March,20
As at 1st
,20
2
3
March
21
2
(
in lakhs)
`
Number
Amount
Number
Amount
5,50,20,000
1,100.40
5,50,20,000
1,100.40
-
-
-
-
5,50,20,000
1,100.40
5,50,20,000
1,100.40

13.3 Details of members holding Equity Shares more than 5%

Name of Shareholder
emant Kumar Ruia
ultiwyn Investments &
oldings Pvt.Ltd.
ndia Carbon Limited
hefair Investment Pvt.Ltd.
2
3
March
21
As at 31st March,20
As at 1st
,20
2
% Changed
No.of Shares
% of
No.of Shares
% of
during the
held
Holding
held
Holding
Period
2,19,98,930
%
-
2,19,98,930
39.98%
39.98
-
1,20,64,770
21.93%
1,20,64,770
21.93%
-
69,90,000
12.70%
69,90,000
12.70%
-
50,80,000
9.23%
50,80,000
9.23%

13.4 Details of the Shares held by Promoters at the end of the year

ame of Shareholder
mant Kumar Ruia
ltiwyn Investments &
ldings Pvt.Ltd.
efair Investment Pvt.Ltd.
alini Ruia
shvardhan Ruia
2
3
March
21
As at 31st March,20
As at 1st
,20
2
% Changed
% Changed
No.of Shares
% of
No.of Shares
% of
during the
during the
held
Holding
held
Holding
Period
Period
2,19,98,930
39.98%
-
2,19,98,930
39.98%
-
1,20,64,770
21.93%
-
1,20,64,770
21.93%
-
50,80,000
9.23%
-
50,80,000
9.23%
-
11,11,050
2.02%
-
11,11,050
2.02%
-
2,000
0.004%
-
2,000
0.004%
-

13 5. Aggregate number of shares allotted as fully paid up by way of bonus shares (during 5 years immediately preceding 31 March 2022) : NIL

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

a. Capital Reserve
Opening Balance
Closing Balance
b. Debenture Redemption Reserve
Opening Balance
Add :Transfer from Statement of Profit & Loss
Closing Balance
c. Retained Earnings
Opening balance
Add:Profit for the year
Less : Appropriations
Transfer to Debenture Redemption Reserve
Short Provision of Income Tax for earlier years
Dividend paid
Closing Balance
d. Other Comprehensive Income (OCI)
Opening balance
Add:Movement in OCI (Net) during the year
Total
Particulars
1
Other Equity
4
1
Non Current Borrowings
5
Secured-At amortised cost
(i)
Debentures :
Redeemable Non Convertible
(ii)
Term loans :
From a bank
(iii) Vehicle Loans :
From Banks & Other Financial Institutions
Total
Unsecured-At amortised cost
(i)
Deposits :
From Members
Total
Particulars*
0.05
0.05
As at 31st
As at 1st
3
2
21
March, 20
March, 20
2
(
in lakhs)
`
0.05
0.05
1
200.40
67.00
33.40
33.40
2
.
. 0
33 80
200 4
12,894.54
9,658.72
2,374.69
3,270.59
33.40
33.40
0.30
1.37
-
220.08
12,894.54
15,015.45
67.83
(
)
(
)
77.40
9.57
(13.50)
81.33
67.83
(
)
(
)
15,167.97
13.027.16
1,327.88
1,327.88
559.61
283.51
15.46
30.63
3
As at 31st
As at 1st
2
March
21
March, 20
, 20
2
1,642.02
1,902.95
844.50
910.00
2,552.02
2,747.45

*Note:

(I) 1335 13% Non Convertible Debentures of 1 Lac each have been issued which are redeemable at par at the end of 10 years from date of allotment, viz 24-03-2025 for 740.00 lakhs & 31-03-2025 for ` 595.00 lakhs. The company has an option to redeemthesedebentureearlier; however,noredemtionwilltakeplacebeforetheendof1styear.

  • (ii) The above debentures holders shall get pari passu charge on assets allocated at Land & Building of the company at Survey No49, VillageVadval,TalukaKhaopli,Dist.Raigad,Maharastra.

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

|cured Loans :
rm Loan from Bank
cured by First Charge on specific assets created
10.75% p.a.
835.61
276.00
559.61
t of this loan and first pari passu charge on entire
ed assets (land,building,plant & machinery)
esent and future excluding specific assets
eated out of this loan and is also personally
aranteed by Managing Director of the Company.
nctioned Term Loan of
1400 Lakhs,repayable in
<br>quarterly installments starting from June 2019 and<br>t installment due in September 2023.<br>**hicle Loans**<br>cured against hypothecation of Vehicles purchased.<br>10% to 12%<br>33.11<br>17.65<br>15.46<br>**tal**<br>**868.72**<br>**293.65**<br>**575.07**<br> **.2 Repayment & other terms of the Borrowings as at 31st March,20**<br>**are as follows :**<br><br>**21**<br>**Repayment terms as at 31st March,2021**<br>**ture of Security**<br>**Rate of Interest**<br>**Total**<br>**Within 1 Year**<br>**Above 1 Year**<br>**Non current Provisions**<br><br>**rticulars**<br>**As at 31st**<br>**As at 1st**<br>**3**<br>**2**<br>**March**<br>**21**<br>**March, 20**<br>**, 20**<br>**2**<br>ave Encashment (Non Funded)<br>**53.57**<br>53.67<br>**tal**<br>**53.57**<br>**53.67**<br>**cured Loans :**<br>rm Loan from Bank<br>cured by First Charge on specific assets created<br>**9.95% p.a.**<br>**559.51**<br>**276.00**<br>**283.51**<br>t of this loan and first pari passu charge on entire<br>ed assets (land,building,plant & machinery)<br>esent and future excluding specific assets<br>eated out of this loan and is also personally<br>aranteed by Managing Director of the Company.<br>nctioned Term Loan of<br>1400 Lakhs,repayable in<br>
ed
quarterly installments start
from June 2019 and
t installment due in September 2023.
hicle Loans
cured against hypothecation of Vehicles purchased.
8% to 9%
42.22
11.59
30.63
tal
601.73
287.65
314.14
.1 Repayment & other terms of the Borrowings as at 31st March,20
are
follows :

2
as
2
Repayment terms as at 31st March,2022
ture of Security
Rate of Interest
Total
Within 1 Year
Above 1 Year
(
in lakhs)
|**cured Loans :**<br>**rm Loan from Bank**<br>cured by First Charge on specific assets created<br>10.75% p.a.<br>835.61<br>276.00<br>559.61<br>t of this loan and first pari passu charge on entire<br>ed assets (land,building,plant & machinery)<br>esent and future excluding specific assets<br>eated out of this loan and is also personally<br>aranteed by Managing Director of the Company.<br>nctioned Term Loan of<br>1400 Lakhs,repayable in<br>
quarterly installments starting from June 2019 and
t installment due in September 2023.
hicle Loans
cured against hypothecation of Vehicles purchased.
10% to 12%
33.11
17.65
15.46
tal
868.72
293.65
575.07
.2 Repayment & other terms of the Borrowings as at 31st March,20
are as follows :

21
Repayment terms as at 31st March,2021
ture of Security
Rate of Interest
Total
Within 1 Year
Above 1 Year
Non current Provisions

rticulars
As at 31st
As at 1st
3
2
March
21
March, 20
, 20
2
ave Encashment (Non Funded)
53.57
53.67
tal
53.57
53.67
cured Loans :
rm Loan from Bank
cured by First Charge on specific assets created
9.95% p.a.
559.51
276.00
283.51
t of this loan and first pari passu charge on entire
ed assets (land,building,plant & machinery)
esent and future excluding specific assets
eated out of this loan and is also personally
aranteed by Managing Director of the Company.
nctioned Term Loan of
1400 Lakhs,repayable in
<br>ed<br>quarterly installments start<br>from June 2019 and<br>t installment due in September 2023.<br>**hicle Loans**<br>cured against hypothecation of Vehicles purchased.<br>**8% to 9%**<br>**42.22**<br>**11.59**<br>**30.63**<br>**tal**<br>**601.73**<br>**287.65**<br>**314.14**<br> **.1 Repayment & other terms of the Borrowings as at 31st March,20**<br>**are**<br>**follows :**<br><br>**2**<br>**as**<br>**2**<br>**Repayment terms as at 31st March,2022**<br>**ture of Security**<br>**Rate of Interest**<br>**Total**<br>**Within 1 Year**<br>**Above 1 Year**<br>(<br>in lakhs)<br>|cured Loans :
rm Loan from Bank
cured by First Charge on specific assets created
10.75% p.a.
835.61
276.00
559.61
t of this loan and first pari passu charge on entire
ed assets (land,building,plant & machinery)
esent and future excluding specific assets
eated out of this loan and is also personally
aranteed by Managing Director of the Company.
nctioned Term Loan of
1400 Lakhs,repayable in
<br>quarterly installments starting from June 2019 and<br>t installment due in September 2023.<br>**hicle Loans**<br>cured against hypothecation of Vehicles purchased.<br>10% to 12%<br>33.11<br>17.65<br>15.46<br>**tal**<br>**868.72**<br>**293.65**<br>**575.07**<br> **.2 Repayment & other terms of the Borrowings as at 31st March,20**<br>**are as follows :**<br><br>**21**<br>**Repayment terms as at 31st March,2021**<br>**ture of Security**<br>**Rate of Interest**<br>**Total**<br>**Within 1 Year**<br>**Above 1 Year**<br>**Non current Provisions**<br><br>**rticulars**<br>**As at 31st**<br>**As at 1st**<br>**3**<br>**2**<br>**March**<br>**21**<br>**March, 20**<br>**, 20**<br>**2**<br>ave Encashment (Non Funded)<br>**53.57**<br>53.67<br>**tal**<br>**53.57**<br>**53.67**<br>**cured Loans :**<br>rm Loan from Bank<br>cured by First Charge on specific assets created<br>**9.95% p.a.**<br>**559.51**<br>**276.00**<br>**283.51**<br>t of this loan and first pari passu charge on entire<br>ed assets (land,building,plant & machinery)<br>esent and future excluding specific assets<br>eated out of this loan and is also personally<br>aranteed by Managing Director of the Company.<br>nctioned Term Loan of<br>1400 Lakhs,repayable in<br>
ed
quarterly installments start
from June 2019 and
t installment due in September 2023.
hicle Loans
cured against hypothecation of Vehicles purchased.
8% to 9%
42.22
11.59
30.63
tal
601.73
287.65
314.14
.1 Repayment & other terms of the Borrowings as at 31st March,20
are
follows :

2
as
2
Repayment terms as at 31st March,2022
ture of Security
Rate of Interest
Total
Within 1 Year
Above 1 Year
(
in lakhs)
|**cured Loans :**<br>**rm Loan from Bank**<br>cured by First Charge on specific assets created<br>10.75% p.a.<br>835.61<br>276.00<br>559.61<br>t of this loan and first pari passu charge on entire<br>ed assets (land,building,plant & machinery)<br>esent and future excluding specific assets<br>eated out of this loan and is also personally<br>aranteed by Managing Director of the Company.<br>nctioned Term Loan of<br>1400 Lakhs,repayable in<br>
quarterly installments starting from June 2019 and
t installment due in September 2023.
hicle Loans
cured against hypothecation of Vehicles purchased.
10% to 12%
33.11
17.65
15.46
tal
868.72
293.65
575.07
.2 Repayment & other terms of the Borrowings as at 31st March,20
are as follows :

21
Repayment terms as at 31st March,2021
ture of Security
Rate of Interest
Total
Within 1 Year
Above 1 Year
Non current Provisions

rticulars
As at 31st
As at 1st
3
2
March
21
March, 20
, 20
2
ave Encashment (Non Funded)
53.57
53.67
tal
53.57
53.67
cured Loans :
rm Loan from Bank
cured by First Charge on specific assets created
9.95% p.a.
559.51
276.00
283.51
t of this loan and first pari passu charge on entire
ed assets (land,building,plant & machinery)
esent and future excluding specific assets
eated out of this loan and is also personally
aranteed by Managing Director of the Company.
nctioned Term Loan of
1400 Lakhs,repayable in
<br>ed<br>quarterly installments start<br>from June 2019 and<br>t installment due in September 2023.<br>**hicle Loans**<br>cured against hypothecation of Vehicles purchased.<br>**8% to 9%**<br>**42.22**<br>**11.59**<br>**30.63**<br>**tal**<br>**601.73**<br>**287.65**<br>**314.14**<br> **.1 Repayment & other terms of the Borrowings as at 31st March,20**<br>**are**<br>**follows :**<br><br>**2**<br>**as**<br>**2**<br>**Repayment terms as at 31st March,2022**<br>**ture of Security**<br>**Rate of Interest**<br>**Total**<br>**Within 1 Year**<br>**Above 1 Year**<br>(<br>in lakhs)<br>|
|---|---|---|---|
|||835.61
276.00
559.61
33.11
17.65
15.46||
|||868.72
293.65
575.07||
||||As at 31st
As at 1st
3
2
March
21
March, 20
, 20
2
53.57
53.67|
||||53.57
53.67|

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

17 Income Tax

( ` in lakhs)

A) IncomeTaxExpenses

A reconciliation of the income tax provision to the amount computed by applying the statutory income tax rate totheincomebeforeincometaxesisasbelow:

Particulars As at 31st As at 31st
2
March,20
2
21
March,20
Profit before tax 3,206.02 4,405.65
Indian statutory income tax rate 25.17% 25.17%
Expected income tax expense 806.95 1,108.91
Income exempt from tax/Items not deductible 24.38 26.16
Tax expense as reported 831.33 1,135.06
B) Deferred Tax Assets / Liabilities (net)
Particulars As at 31st As at 1st
3
2
March,20
2
21
March,20
Deferred Tax Liabilities : 709.33 634.39
Deferred Tax Assets : (
)
3 .
6 53
(
)
33.43
Total Deferred Tax Liabilities (Net) 672.80 600.96
Movement in Deferred Tax Assets and Liabilities as at March 31,20
22
is as below :
Particulars Balance as at Recognised/ Balance as at
21
April 1,20
**(reversed) ** 2
March 31, 202
statement of
profit and loss
Deferred tax liabilities :
Depericiation 632.88 75.18 708.06
Other 1.51 (
4)
0.2
27
1.
634.39 74.94 709.33
Deferred tax assets :
Expenses allowed in the year of payment 33.43 3.10 36.53
33.43 3.10 36.53
Net Deferred Tax Liabilities 600.96 71.84 672.80

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

Borrowings-Current
(
in lakhs)
`
Particulars As at 31st
As at 1st
3
2
March
21
March,20
, 20
2
cured -At Amortised Cost
orking Capital Facilities From Banks :
State Bank of India
Bank
Canara
HDFC Bank
orking Capital Loans, granted under Consortium Lending Arrangement,
e Secured by a First pari passu charge on all the Current Assets of the
mpany namely Stocks of Raw Materials, Packing Material, Stocks in
ocess, Semi-Finished and Finished Goods, Stores and Spares, not relating
PlantandMachinery(consumablestoresandspares),billsreceivablesand
ok debts and other movables,present and future.First pari passu charge
way of mortgage of Leasehold Land and building and other fixed assets
the Company,situated at Plot No.D-21 and D-21A at MIDC,Turbhe and
ctory Land and building and other fixed assets of the Company,situated
Vadval, District Raigad as continuing /collateral security and
is
also
rsonallyguaranteed byManagingDirectoroftheCompany.
rrent maturities of Long-Term Borrowings (Refer Note 15.1)
tal
3438.30
3644.51
-
-
930.17
676.63
293.65
287.59
4,656.06
4,614.79
  • 18.1 Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreementwiththebooksofaccounts.

  • 18.2 TheCompanyhassatisfiedallthecovenantsprescribedintermsofborrowings.

19 Trade Payables

rticulars
icro,Small and Medium Enterprises
hers
tal*
As at 31st
As at 1st
3
2
21
March,20
March,20
2
33.45
136.73
5,930.97
7,234.20
5,964.42
7,370.93

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

19.1 Disclosure in accordance with section 22 of the Micro,Small and Medium Enterprises Development Act,2006. 19.1 Disclosure in accordance with section 22 of the Micro,Small and Medium Enterprises Development Act,2006. 19.1 Disclosure in accordance with section 22 of the Micro,Small and Medium Enterprises Development Act,2006. 19.1 Disclosure in accordance with section 22 of the Micro,Small and Medium Enterprises Development Act,2006. ( ` in lakhs) in lakhs)
Particulars
As at 31st
As at 31st
March,20 2 2 March,20 21
Principal amount due to suppliers registered under the MSMED Act and
remaining unpaid as at year end
33.45
136.73
Interest dueto suppliers registered under the MSMED Act and remaining unpaid
as at year end - -
Principal amounts paid to suppliers registered under the MSMED Act,beyond the
appointed day during the year - -
Interest paid,other than under Section 16 of MSMED Act,to suppliers registered
under the MSMED Act,beyond the appointed day during the year - -
Interest paid,under Section 16 of MSMED Act,to suppliers registered under
the MSMED Act,beyond the appointed day during the year - -
Interest due and payabletowards suppliers registered under MSMED Act,for
payments already made - -
Further
for earlier years
interest remaining due and payable
- -

*** Note :-**

The above information regarding dues to Micro & Small Enterprises has been determined to the extent such parties havebeenidentifiedonbasisofinformationcollectedwiththeCompany.Thishasbeenrelieduponbytheauditor.

  • 19.2 Trade Payable include **15 lakhs** (Previous Year 15 lakhs) being the amount of acceptances of Bills of ExchangebytheCompany,drawnbytheSuppliers.

19 3. Ageing Schedule of Trade Payables

Particulars Outstanding for the current period from due date of Payment
Less than 1 to 2 2 to 3 More than Total
1
Year
s
Year
Years 3 Years
( )
i
MSME 33.45 - - - 33.45
(ii) Others 5,926.52 0.42 - 4.03 5,930.97
(iii) Disputed dues - MSME - - - - -
(iv) Disputed dues - Others - - - - -
Total 5,959.97 0.42 - 4.03 5,964.42

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

|rticulars
As at 31st
As at 31st
2
21
March,20
March,20
2
nclaimed Dividends (Refer Note Below)
16.17
18.31
terest Accrued but not due on borrowings
7.16
5.31
eferred Debenture Issue Expenses
3.08
4.02
eposits from Dealers and Agents
11.51
11.38
atutory Dues
92.25
63.73
mployees Related
14.82
16.37
tal
119.12
144.99
Other Financial Liabilities

(
)
**in lakhs**<br>**previous**<br>**Particulars Outstanding for the**<br>**period from due date of Payment**<br>**Less than**<br>**1 to 2**<br>**to 3**<br>**More than**<br>**Total**<br>**2**<br>**1**<br>**s**<br>**Year**<br>**Year**<br>**Years**<br>**3 Years**<br>MSME<br>136.73<br>-<br>-<br>-<br>**136.73**<br>Others<br>7,223.16<br>3.72<br>-<br>7.32<br>**7,234.20**<br>Disputed dues - MSME<br>-<br>-<br>-<br>-<br>-<br>Disputed dues - Others<br>-<br>-<br>-<br>-<br>-<br>**tal**<br>**7,359.89**<br>**3.72**<br>**-**<br>**7.32**<br>**7,370.93**|**rticulars**<br>**As at 31st**<br>**As at 31st**<br>**2**<br>**21**<br>**March,20**<br>**March,20**<br>**2**<br>nclaimed Dividends (Refer Note Below)<br>16.17<br>**18.31**<br>terest Accrued but not due on borrowings<br>7.16<br>**5.31**<br>eferred Debenture Issue Expenses<br>3.08<br>**4.02**<br>eposits from Dealers and Agents<br>11.51<br>**11.38**<br>atutory Dues<br>92.25<br>**63.73**<br>mployees Related<br>14.82<br>**16.37**<br>**tal**<br>**119.12**<br>**144.99**<br> **Other Financial Liabilities**<br><br>(<br>)<br> in lakhs
previous
Particulars Outstanding for the
period from due date of Payment
Less than
1 to 2
to 3
More than
Total
2
1
s
Year
Year
Years
3 Years
MSME
136.73
-
-
-
136.73
Others
7,223.16
3.72
-
7.32
7,234.20
Disputed dues - MSME
-
-
-
-
-
Disputed dues - Others
-
-
-
-
-
tal
7,359.89
3.72
-
7.32
7,370.93|
|---|---|
|MSME
136.73
-
-
Others
7,223.16
3.72
-
Disputed dues - MSME
-
-
-
Disputed dues - Others
-
-
-||
|tal
7,359.89
3.72
-||
|rticulars
nclaimed Dividends (Refer Note Below)
terest Accrued but not due on borrowings
eferred Debenture Issue Expenses
eposits from Dealers and Agents
atutory Dues
mployees Related
tal
Other Financial Liabilities
||
||119.12
144.99|

Note : There are no amounts due for payment to the Investor Education and Protection Fund u/s 125 of The CompaniesAct, 2013 asattheyearend.

rticulars
) Provision for employee benefits
Leave Encashment ( Non- Funded)
tal
A Current Provisions

rticulars
rrent Income Tax Liabilities (Net)
tal
B Current Tax Liabilities
As at 31st
As at 31st
2
21
March,20
March,20
2
51.43
57.22
51.43
57.22
As at 31st
As at 31st
22
21
March,20
March,20
114.15
82.67
82.67
114.15

22 Other Current Liabilities Particulars Advance from Customers Total

As at 31st As at 31st
2
March,20
2
21
March,20
598.32 732.94
598.32 732.94

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

Particulars
Sale of Products Gross
Sale of Services
Export Incentives
Total
2 Revenue from Operations
3
2 Cost of Materials Consumed
5
Opening Stock
+ Purchase
- Closing Stock
Consumption of Raw Materials including repacked
Packing Material
Total
Purchases of Stock-in-Trade
I
nterest Income
Other Income
Other non-operating income
Total
2 Other Income
4
For the year
For the year
ended
ended
31st
31st
2
21
March,20
March,20
2
56.159.98
43.823.60
65.44
130.79
(1,86)
300.57
(
in lakhs)
`
56.288.91
44.189.61
11.91
13.28
455.52
471.81
2.
46.15
34
519.40
486.51
2,754.61
2,654.79
25,977.95
41,619.78
(2,754.61)
(4,260.91)
40,113.48
25,878.13
1,330.41
1,432.23
41,545.71
27,208.54
548.32
450.06
2 Changes in Inventories of Finished Goods & Stock-in-Process and Stock-in-Trade
6
2 Changes in Inventories of Finished Goods & Stock-in-Process and Stock-in-Trade
6
Opening Stock :
Finished Goods 1,765.72 2,069.15
Stock-in-Process 541.41 929.70
Traded Goods 55.02 61.31
Total 2,362.15 3,060.16
Closing Stock
Finished Goods 3,392.25 1,765.72
Stock- in-Process 587.02 541.41
Traded Goods 132.90 55.02
Total 4,112.17 2,362.15
Change in Inventories (1,750.02) 698.01

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

Employee Benefits Expenses

rticulars
aries, Wages,Bonus,Benefits & Amenities
ector Remuneration
ntributions to Provident Fund and Other Funds
ployee Welfare Expenses
b -Total
measurement of post employment benefit obligations
ough Other Comprehensive Income (OCI)
tal
Finance Costs
terest
n Working Capital (Net)
n Term Loan
n Others
n Debentures
ther Finance Costs
tal
Other Expenses
Other Manufacturing Expenses
wer and fuel
search & Development Expenses
boratory Expenses
pairs to Machinery
pairs to Buildings
tal (A)
Administrative,Selling & Other Expenses
nt
tes and Taxes
pairs & Maintenance Others
urance
nveyance & Vehicle Expenses
mmission on Sales
ight Outward
ditors' Remuneration
dit fees
x Audit Fees
rtification work
ector's sitting Fees
R Expenses
scellaneous Expenses
tal (B)
tal (A+B)
(
)
` in lakhs
For the year
For the year
ended
ended
31st
31st
2
21
March,20
March,20
2
1,359.01
1,510.94
67.52
72.53
103.64
126.94
1,710.41
1,530.17
(12.79)
13.50
1,723.91
1,517.38
419.55
416.51
104.01
77.06
88.85
95.48
174.38
174.49
172.74
114.81
878.35
959.53
2,860.33
5,018.81
113.01
126.62
55.79
75.78
417.19
469.16
32.41
20.69
5,711.07
3,478.73
24.97
20.72
1
3.41
20.72
50.42
71.74
110.73
120.55
81.79
74.98
2,934.16
1,122.52
1,450.36
2,142.29
2.85
2.85
0.50
0.50
1.17
3.45
6.80
4.52
1.58
1.58
54.75
68.73
807.80
868.46
4,519.08
5,534.49
10,230.15
9,013.22

Particulars

Salaries, Wages,Bonus,Benefits & Amenities Director Remuneration Contributions to Provident Fund and Other Funds Employee Welfare Expenses Sub -Total Remeasurement of post employment benefit obligations through Other Comprehensive Income (OCI) Total

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

3
0
Contingent Liabilities and commitments (to the extenet not provided for) ( ( ` in lakhs) in lakhs)
Particulars As at 31st As 3
at 1st
March,20 2
2
March
21
, 20
Contingent Liabilities
Claims against the Company/disputed liabilities not acknowledged as debts.
i) Disputed Customer Claims 5.14 5.14
Where Company is in Appeal
ii) Disputed Sales Tax / VAT Matters 39.63 39.63
iii) Disputed Excise & Service Tax Matters 385.60 385.60
iii) Disputed Income Tax Matters 571.21 -
iv) Guarantees Issued by Banks 610.91 453.62
v) Letter of Credit Unexpired 546.90 1,316.77
3
1
Capital Commitments :
The estimated amount of contracts remaining to be executed on capital
account (Net of Advances) and not provided for 160.00 608.11
3
2
Research & Development Expenses :
Particulars 20 21
- 20
2
2 20 20 21
- 20
**a) ** The following are included under Research &
Development Expenses in the Statement of Profit and Loss :
i) Salaries,Wages and Bonus 103.40 91.23
ii) Contribution to Provident and other funds 4.82 4.
31
iii) Conveyance & Vehicle Expenses 2.47 2.
28
iv) Legal and Professional Fees 8.42 7.65

33 Leases

TheCompanyhasincurredrentalexpensestowardsshort-termleasesandleasesoflow-valueassets.

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

34 Disclosure in Respect of Related Parties pursuant to INDAS-24

"Related Party Disclosures", are given below :

  • A List of Related Parties

  • i) Party where control exists: Subsidiaries Amines & Plasticizers FZ LLC (WOS UAE)

  • ii) Other Related parties with whom the company has entered into transactions during the year

  • a) Member having significant influence over the Company Multiwyn Investments & Holdings Private Limited

  • b) Key Management Personnel (including non Executive Directors)

Mr.Hemant Kumar Ruia - Chairman & Managing Director

Mr.Yashvardhan Ruia -Executive Director

Dr.P.H.Vaidya - Non Executive & Independent Director

Mr.A.S.Nagar - Non Executive & Independent Director

Mr.B.M.Jindel - Non Executive & Independent Director

Ms.Nimisha Dutia - Non Executive Director & Non Independent Director

Mr.Ajay Puranik - President Legal & Company Secretary

Mr.Pramod Sharma - Chief Financial Officer

  • c) Employee' benfitis plan where there is significant influence

Amines & Plasticizers Limited Employee's Gratuity Fund

Amines & Plasticizers Limited Employee's Providend Fund

  • d) Entities over which any person described in (b) above is able to exercise significant influence Chefair Investment Pvt.Ltd.

Ruia Gases Private Limited

SMT.Bhagirathibai Manmal Gochar Trust APL Infotech Limited (from 04.03.2020)

|Details of Related Party Transactions for Current Year / (Previous Year) :
(
in lakhs)
|**Details of Related Party Transactions for Current Year / (Previous Year) :**<br>(<br>in lakhs)<br>|Details of Related Party Transactions for Current Year / (Previous Year) :
(
in lakhs)
`|
|---|---|---|
|Particulars
Nature Of Transaction|2021-22|2020-21|
|Managerial Remuneration
Mr.Hemant Kumar Ruia
Remuneration
Mr.Yashvardhan Ruia
Remuneration
Directors Sitting Fees (Independent Directors)
Dr.P.H.Vaidya
Directors Sitting Fees
Mr.A.S.Nagar
Directors Sitting Fees
Mr.B.M.Jindel
Directors Sitting Fees
Ms.Nimisha Dutia
Directors Sitting Fees
Mr.Ajay Puranik
Remuneration
Mr.Pramod Sharma
Remuneration
Contributions Paid during the year
Amines & Plasticizers Limited Employee's Gratuity Fund
Amines & Plasticizers Limited Employee's Providend Fund
Contributions Paid for the CSR
Smt.Bhagirathibai Manmal Ruia Gochar Trust CSR Contribution
Installment of OTS Received
APL Infotech Limited
Amines & Plasticizers FZ LLC
Raw Material Purchases
Purchase|187.35
61.51
0.50
0.50
0.38
0.20
42.54
25.51
47.51
132.03
-
75.00
1,203.03|157.75
64.53
0.63
0.25
0.50
0.20
40.57
20.00
34.50
107.14
24.00
75.00
-|

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

|C Outstanding balance in respect of Related parties as at 31st March,2022
(
in lakhs)
|**C Outstanding balance in respect of Related parties as at 31st March,2022**<br>(<br>in lakhs)<br>|C Outstanding balance in respect of Related parties as at 31st March,2022
(
in lakhs)
|**C Outstanding balance in respect of Related parties as at 31st March,2022**<br>(<br>in lakhs)<br>|
|---|---|---|---|
|Particulars
Nature Of Transaction||2021-22|2020-21|
|APL Infotech Limited
Recoverable
Amines & Plasticizers FZ LLC
Loan Receivable
Amines & Plasticizers FZ LLC
Avance for Expnses
Amines & Plasticizers FZ LLC
Avance for Goods
Amines & Plasticizers Limited
Employee's Gratuity Fund
Payable
Amines & Plasticizers Limited
Employee's Providend Fund
Payable||150.00
48.80
8.57
666.99
35.50
-|225.00
48.80
8.57
-
47.50
19.39|

D Executive Directors compensation 20 -20
21
22
20 -20
20
21
Short- term employee benefits 248.86 222.28
Post- employment benefits 0.85 1.69

*Note:

  • i) Noamountsinrespectofrelatedpartieshavebeenprovidedfor/writtenoff/writtenbackduringtheyear.

  • ii) RelatedpartyrelationshipisasidentifiedbytheCompanyandrelieduponbytheAuditors.

35 Earnings Per Share :

Net Profit available to Equity Shareholders for computation
of Basic Earning & Diluted Earning Per Share ( in Lacs);
<br>Weighted Average Number of Equity Shares<br>(denominator in lakhs) for Basic Earning Per Share<br>Weighted Average Number of Equity Shares<br>(denominator in lakhs) for Diluted Earning Per Share<br>Nominal Value Per Share ( )<br>
Basic and Diluted Earnings Per Share ( )
`
2,374.69
3,270.59
550.20
550.20
550.20
550.20
2.00
2.00
21 -
2
20 - 2021
20
20
20
2
4.32
5.94

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

36 Disclosure as required by Indian Accounting Standard 19“Employee Benefits”: - In respect of Gratuity,defined benefit Plan (based on Actuarial Valuation)

( ` in lakhs)

In respect of Gratuity,defined benefit Plan (based on Actuarial Valuati on) (
in lakhs)
`
Description As at 31st As at 31st
March 2022 March 2021
**A. ** Expense recognised in the statement of Profit and Loss
In Income Statement
- Current Service Cost 18.78 57.73
- Interest Cost 20.00 15.75
- Expected return on plan assets (20.00) (15.75)
Net Cost 18.78 57.73
In Other Comprehensive Income
- Actuarial (Gain) / Loss 14.35 3.01
- Return On Plan Assets (0.64) (15.80)
Net (Income)/ Expense For the period Recognised in OCI 13.71 (12.79)
B. Actual return on plan assets
- Expected return of plan assets (20.00) (15.75)
- Actuarial (gain) / loss on plan assets 0.64 15.80
- Actual return of plan assets (19.36) 0.04
c. Net Asset / (Liability) recognised in the Balance Sheet
- Present value of the defined benefit obligations at the end of the period 152.73 145.45
- Fair value of plan assets at the end of the period (168.82) (103.61)
- Funded status (surplus / (deficit) (321.55) (249.06)
- Net Asset / (Liability) recognised in the Balance Sheet (321.55) (249.06)
**D. ** Change in Present value of Obligation during the year
- Present value of obligation at the beginning of the year 145.45 82.44
- Current Service Cost 18.78 13.63
- Past Service Cost - 44.11
- Interest Cost 20.00 15.75
- Benefits paid 45.85 13.48
- actuarial (gain) / loss on obligation (14.35) (3.01)
- Present value of obligation at the end of the year 152.73 145.45
E. Change in Assets during the year
- Fair value of plan assets as at beginning of the year (103.60) (90.17)
- Expected return on plan assets (20.00) (15.75)
- Contributions made - -
- Benefits paid 45.85 13.48
- actuarial (gains) / loss on plan assets (0.64) (15.80)
- Fair value of plan assets at the end of the year (168.82) (103.61)
F. Major categories of plan assets as a percentage of total plan
- Mutual Fund 90% 90%
- Goverrnment Bonds 10% 10%
**G. ** Actuarial Assumptions
- Discount rate 6.8 %
2
6.84%
- Expected rate of return on assets 6.8 %
2
6.84%
- Mortality Rate
Indian Indian
Assured Lives Assured Lives
(2006-08) (2006-08)
Ultimate Ultimate
- Future salary increases consider inflation,seniority, 3% 3
%
promotion and other relevant factors

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

The definebenefitplansexposetotheCompany toanumberofactuarialrisk

  • a) InvestmentRisk: Thepresentvalueofthedefinedbenefitplanliabilityiscalculatedusingadiscountratedetermined by reference to government/high quality bond yields ; if the return on plan asset is below this rate,it will create a plan deficit.

  • b) Interest Risk : A decrease in the bond interest rate will increase the plan liability;however,this will be partially offset byanincreaseinthereturnontheplan’sdebtinvestments.

  • c) Salary Risk : The present value of the defined benefit plan liability is calculated by reference to the future salaries of planparticipants.Assuch,anincreaseinthesalaryoftheplanparticipantswillincreasetheplan’sliability.

  • d) LongevityRisk : Thepresentvalueofthedefinedbenefitplanliabilityiscalculatedbyreferencetothebestestimate of the mortality of plan participants both during and after their employment.An increase in the life expectancy of the planparticipantswillincreasetheplan’sliability.

Sensitivityanalysisof1%changeinassumptionused

Significant Actuarial Assumptions for the determination of the defined benefit obligation are discount rate,expected salary increase and employee turnover.The sensitivity analysis below, have been determined based on reasonable possible changes of the assumptions occurring at end of the reporting period ,while holding all other assumptions constant. TheresultofSensitivityanalysisisgivenbelow:

( ` in lakhs)
Description As at 31st As at 31st
2
March,20
2
21
March,20
Projected Benefit Obligation on Current Assumptions 300.37 2
93.29
Delta Effect of +1% Change in Rate of Discounting (13.02) 13.40
(
)
Delta Effect of -1% Change in Rate of Discounting 14.73 15.13
Delta Effect of +1% Change in Rate of Salary Increase 13.96 14.02
Delta Effect of -1% Change in Rate of Salary Increase (12.52) 12.51
(
)
Delta Effect of +1% Change in Rate of Employee Turnover 4.67 4.09
Delta Effect of -1% Change in Rate of Employee Turnover (5.21) 4.57
(
)
  • 37 The NCLT Guwahati Bench vide its Order dated March 22, 2017 has sanctioned the Scheme of Amalgamation of APL EngineeringServicesPvt.Ltd.whollyownedSubsidiaryoftheCompanywiththeAppointeddateApril01,2016.

38 Corporate Social Responsibilities (CSR) Activities Particulars

3
8
Corporate Social Responsibilities (CSR) Activities ( ` in lakhs)
Particulars For the year ended For the year ended
31st March,20 2 2 31st March,20
21
The details of CSR expenditure are mentioned as under
a) Gross Amount required to be spent by the Company
during the year 67.42 54.00
b) : -
Amount Spent during the year on
i) Construction / Acquisition of any assets - -
i
ii) On purpose other than ( ) above
68.73 54.75
c) Amount Payable as at Year End -

39 Segment Information

The Company is engaged in the business of Chemical manufacturing,considering its business activities and reviewed bytheChairmanandManagingDirectortomakedecisionsaboutresourcestobeallocatedtothesegmentandassess itsPerformance.Accordingly,theCompanyhasonlyonebusinesssegment.

TheInformationrelatingtorevenuefromexternalcustomersofitssinglereportablesegmenthasbeendisclosedasbelow Revenue from Operations

Particulars
Within India
Outside India
Total
2021-22
2020-21
20,838.81
33,587.56
23,350.80
22,701.35
56,288.91
44,189.61

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

40 CapitalManagement

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders through the optimisation of the debt and equity balance.The capital structure of the Company consists of net debt (borrowings less cash and cash equivalents,other bank balances (including noncurrent earmarked balances)).The management and the Board of Directors monitors the return on capital to shareholders.The Company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

The table below summarises the capital,net debt and net debt to equity ratio of the Company.

|e table below summarises the capital,net debt and net debt to equity ratio of
uity share capital
her equity
tal Equity (A)
n-current borrowings
ort term borrowings
rrent maturities of long term borrowing
oss Debt (B)
tal Capital (A+B)
oss Debt as above
ss:Cash and cash equivalents
ss:Other balances with bank (including non-current earmarked balances)
t Debt
(c)
t debt to equity
articulars|(
in lakhs)
<br>the Company.|(<br>in lakhs)<br>
the Company.|
|---|---|---|
||1,100.40
15,167.97
31.03.20
22|1,100.40
13,027.15
31.03.20
21|
||16.,268.37|14,127.55|
||2,552.02
4,368.47
287.59|2,747.45
4,321.14
293.65|
||7,
208.08|7,362.24|
||2
3,476.45|21,489.80|
||7,208.08
188.87
232.04|7,362.24
4,583.83
221.55|
||6.787.17|2,556.86|
||0.42|0.18|

41 FinancialInstrumentsandRiskReview

FinancialRisksManagementFramework

The Company’s business activities are exposed to a variety of financial risks, namely Liquidity Risk, Currency Exchange Risk, Interest Rate Risk, Credit Risk and Commodity Price Risk. The Company’s management and the Board of Directors has the overall responsibility for establishing and governing the Company’s risk management framework.The risk management framework works at various levels in the enterprise.The organization structure of the Company helps in identifying,preventing and mitigating risks by the concerned operational Heads under thesupervisionoftheChairman&ManagingDirector.Theriskmanagementframeworkisreviewedperiodicallyby the Board and the Audit Committee keeping a check on overall effectiveness of the risk management of the Company.

CreditRisk

Credit Risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. Financial instruments that are subject to credit risk principally consist of trade receivables, investments, loans, cash and cash equivalents, other balances with banks and other financial assets.None of the financialinstrumentsoftheCompanyresultinmaterialcreditrisk.

Creditriskwithrespecttotradereceivablesarelimited,duetotheCompanyhasapolicyofdealingonlywithcredit worthycounterparties,whereappropriateasameansofmitigatingtheriskoffinanciallossfromdefaults.Alltrade receivables are reviewed and assessed for default on a quarterly basis. Our historical experience of collecting receivablesisthatcreditriskislow.Hence,tradereceivablesareconsideredtobeasingleclassoffinancialassets.

Creditriskoncashandcashequivalents,otherbankbalanceswithbankareinsignificantastheCompanygenerally investindepositswithbanks.Investmentsprimarilyinvestmentsingovernmentsecurities.

The Company’s maximum exposure to credit risk as at 31st March,2022 and 2021 is the carrying value of each class offinancialassets.

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

ForeignCurrencyRisk

TheCompanyissubjecttotheriskthatchangesinforeigncurrencyvaluesimpacttheCompany’sexportsrevenueand imports of raw material and property,plant and equipment.As at 31stMarch,2022,the net unhedged exposure to the Company on holding assets (trade receivables and capital advances) and liabilities (trade payables and capital creditors)otherthanintheirfunctionalcurrency isasunder.

The Company is exposed to foreign exchange risk arising from US Dollar,AED and EUR.

( ` in lakhs)

|The Company is exposed to foreign exchange r|isk arising|from US Dollar,AED and EUR.
(
in lakhs)
|**from US Dollar,AED and EUR.**<br>(<br>in lakhs)<br>|from US Dollar,AED and EUR.
(
in lakhs)
`|
|---|---|---|---|---|
|Particulars|Foreign
Currency|2
3
March
21
As at 31st March,20
As at 1st
,20
2|||
|||Amount in
Foreign
Currency|Indian rupee Amount in
equivalent
Foreign
Currency|Indian rupee
equivalent|
|Assets :
Trade Receivables Export
Bank Balance|USD
EUR
USD
EUR|39.58
0.74
1.89|32.18
3,000.51
15.96
62.65
25.23
143.16
13.89|2,365.10
1,374.14
1,854.44
1,195.93|
|Total|||3,206.32|6,789.61|
|Liabilities :
Import Trade Payable|USD
AED|14.63
-|1,108.82
15.76
-
47.52|1,158.22
946.83|
|Total|||1,108.82|2,105.05|

Sensitivity analysis of 1% change in exchange rate at the end of reporting period net unhedged exposure

Description As at 31st As at 31st
2
March, 20
2
21
March, 20
1% Depreciation in INR
I
mpact on P&L (Profit increased / (decreased) by)
(20.98) (46.85)
1% Appreciation in INR
Impact on P&L (Pro�t increased / (decreased) by) 20.98 46.85

InterestRateRisk

Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates.Any movement in the reference rates could have an impact on the Company’s cash flows as well as costs.The Company is subject to variable interest rates on some of its interest bearing liabilities.The Company’s interest rate exposure is mainly related toborrowingobligations.

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

The exposure of the company’s borrowing to interest rate changes at the end of the reporting period are as follows

|ng term fixed borrowing
ort term fixed borrowing
ort term floating borrowing
e exposure of the company’s borrowing to interest rate changes at the end of the re
articulars
pact on Interest Expenses for the year on 1% change in Interest rate
articulars
% Increase in interest rates
mpact on P&L (Profit increased / (decreased) by)
% Decrease in interest rates
mpact on P&L (Profit increased / (decreased) by)|(
in lakhs)
<br>porting period are as follows|(<br>in lakhs)<br>
porting period are as follows|
|---|---|---|
||2,552.02
-
4,656.06
As at 31st
2
March,20
2|2,747.45
4,614.79
As at 31st
21
March,20|
||7,208.08|7,362.24|
||As at 31st
As at 31st
2
21
March,20
March,20
2
46.15
(
)
(
)
46.56
46.15
46.56||
||As at 31st
2
March,20
2
(
)
46.56
46.56||

CommodityPriceRisk

The main raw materials which the Company procures are to a great extent linked to the movement of crude prices directly or indirectly.The pricing policy of the Company final product is structured in such a way that any change in price of raw materials is passed on to the customers in the final product however,with a time lag which mitigates the rawmaterialpricerisk.

Liquidityrisk

LiquidityRiskariseswhenthecompanyisunabletomeetitsshorttermfinancialobligationsasandwhentheyfalldue. The company maintains adequate liquidity in the system so as to meet its all financial liabilities timely.In addition to this,thecompany’soverallfinancialpositionisverystrongsoastomeetanyeventualityofliquiditytightness.

Maturity patterns of financial liabilities

aturity patterns of financial liabilities
rrowings
ade Payables
her financial liabilities
tal
Particulars
rrowings
ade Payables
her financial liabilities
tal
Particulars
4,656.06
2552.02
7208.08
-
5,964.41
5964.41
-
-
119.12
119.12
-
-
As at 31st March,20 2
2
Less than 1
1-5 year
More than
Total
year /on
Demand
10,739.59
2,552.02
13291.61
-
As at 31st March,2021
4,614.79
2747.45
7362.24
-
-
-
7,370.93
7370.93
-
-
144.99
144.99
12,130.71
2747.45
14878.16
-

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

Financial Instruments

Fair value measurement hierarchy

The fair value of financial instruments as below have been classified into three categories depending on the inputs usedinthevaluationtechnique.Thehierarchygivesthehighestprioritytoquotedpricesinactivemarketsforidentical assetsorliabilities(Level1measurements)andlowestprioritytounobservableinputs(Level3measurements).

Thecategoriesusedareasfollows

Level1: Quotedprices(unadjusted)inactivemarketsforidenticalassetsorliabilities;

  • Level 2 : Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability,either directlyorindirectly.

Level3: Inputswhicharenotbasedonobservablemarketdata

The following tables presents the carrying value and Fair value measurement hierarchy of each category of financial assets and liabilities

of each category of financial assets and liabilities (
in lakhs)
`
Particulars As at 31st March,20
2
2
As at 31st March,20
21
Financial Assets
Financial assets measured at amortised cost
Investments
Financial assets measured at amortised cost
Investments

Trade receivables
Cash and cash equivalents
Bank balances other than cash and cash equivalents above
Other financial assets
Total
Financial Liabilities
Financial liabilities measured at amortised cost
Borrowings
Trade payables
Other financial liabilities
Total
Carrying
Level 1
Amount
-
-
0.02
-
10217.78
-
188.87
-
232.04
-
71.65
-
Carrying
Level 1
Amount
-
-
0.02
-
-
8,895.06
-
4,583.83
-
221.55
-
71.38
10710.36
-
13771.84
-
4656.06
-
5964.41
-
119.12
-
4,614.79
-
7,370.93
-
144.99
-
10,739.59
-
12,130.71
-

*** Excludes financial assets measured at Cost**

Valuation

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.Methods andassumptionsusedtoestimatethefairvaluesareconsistent.

Financial assets and liabilities measured at fair value as at Balance Sheet date :

The fair value of investment in quoted Equity Shares is measured at quoted price.

The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

Reason for variance Due to increase in prices
of Input Costs resulted in
reduction in profit
Due to reduction in profit Due to reduction in profit Due to reduction in profit Increase in Scale of
operations and lower
credit purchase
31.03.2021 % Change 1.67
14.77
0.52
(15.38)
3.68
(12.46)
7.40
(43.00)
17.56
(24.99)
2
(
)
6.19
40.34
26.19
(40.34)
5.01
14.77
5.62
4.86
4.94
38.48
5.09
5.69
**31.03.2022 ** 1.91 0.44 3.23 4.22 13.17 15.63 15.63 5.75 5.89 6.84 5.38
Denominator Current Liabilities Shareholder's Equity Finance Cost +
Repayment of Loans
Sales Capital Employed Shareholder's
Average
Equity
Average Shareholder's
Equity
Average Stock Average debtors Average Creditors Average Working
Capital
Numerator Current Assets Total Debt Earnings available
for Debt Service
Net profit after tax EBIT Net profit after tax Net profit for equity
Share Holder
Cost of Goods Sold Revenue from
s
Operation
Cost of Material
Consumed+Changes
in Inventories of FG
and WIP+Purchase
of FG+Power & Fuel
+ Stores Purchase
Revenue from
s
Operation
Particulars a) Current Ratio - Times b) Debt-Equity Ratio - Times c) Debt service coverage
Ratio - Times
d) Net Profit Ratio - Percentage e
Return on Capital Employed
)
- Percentage
f) Return on Investment g) Return on Equity Ratio h) Inventory Turnover Ratio i
)
Trade Receivables
Turnover Ratio"
j)
Trade Payables
Turnover Ratio
k) Net Capital
Turnover Ratio

NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

43 EventsaftertheReportingPeriod

The Board of Directors have recommended dividend of 0.40 per fully paid up equity share of 2/- each, aggregating ` 220.08 Lacs for the financial year 2021-22, subject to approval of shareholders at the Annual GeneralMeeting.

44 COVID19Impact

The outbreak of CORONA virus (COVID-19) pandemic globally and in India has caused significance disturbance and slowdown of economic activity. During the year ended 31st March, 2022, there in no significant impact on the operations of the Company. The Company has taken into account the possible impact of COVID-19 in preparation of financial statements including its assessment of recoverable value of its assets bansed on internal and external information upto the date of approval of these financial statements and current indicators of future economicconditions.

45 OtherStatutoryInformation:

  • (i) The company does not have any Benami property, where any proceeding has been initiated or pending againsttheCompanyforholdinganyBenamiproperty.

  • (ii) Thecompanydoesnothaveanytransactionswithcompaniesstruckoff.

  • (iii) The company does not have any changes or satisfaction which is yet to be registered with ROC beyond the statutoryperiod.

  • (iv) ThecompanyhavenottradedorinvestedinCryptocurrencyorVirtualcurrencyduringthefinancialyear.

  • 46 Figures of previous year have been regrouped/rearranged, wherever considered necessary to conform to the currentyear'spresentation.

In terms of our report of even date attached For B D G & Associates Chartered Accountants Firm Registration No.:119739W

Vikas Agarwal Partner Membership No- 148465

For and on behalf of the Board of Directors Hemant Kumar Ruia Yashvardhan Ruia Chairman & Managing Director Executive Director DIN :00029410 DIN :00364888 Ajay Puranik President Legal & Company Secretary

Date : 23rd May,2022 Place : Mumbai

Pramod Sharma Chief Financial Officer

NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

INDEPENDENT AUDITORS' REPORT

TOTHEMEMBERSOFAMINES&PLASTICIZERSLIMITED

ReportontheAuditofConsolidatedFinancialStatements

Opinion

  1. We have audited the accompanying consolidated financial statements of Amines & Plasticizers Limited (herein after referred to as “the Holding Company”), its subsidiary (the Holding Company and its subsidiary together referred to as“the Group”) which comprise the Consolidated Balance Sheet as at March 31,2022,the Consolidated Statement of Profit and Loss (including other comprehensive income), Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows for the year then ended,and notes to the consolidated financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafterreferredtoas‘ConsolidatedFinancialStatements’).

  2. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (the ‘Act’) in the manner so required and give a true and fair view in conformity with the accountingprinciplesgenerallyacceptedinIndiaincludingIndianAccountingStandards(‘IndAS’)specifiedunder Section 133 of the Act, of the consolidated state of affairs (consolidated financial position) of the Group as at 31 March 2022, their consolidated profit (consolidated financial performance including other comprehensive income),their consolidated cash flows and the consolidated statement of changes in equity for the year ended on thatdate.

BasisforOpinion

  1. We conducted our audit of the Consolidated Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143 (10) of the Companies Act,2013.Our responsibilities under those Standards are furtherdescribedintheAuditor’sResponsibilitiesfortheAuditoftheConsolidatedFinancialStatementssectionof our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules thereunder,and we have fulfilled ourotherethicalresponsibilitiesinaccordancewiththeserequirementsandtheCodeofEthics.Webelievethatthe auditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforouropinion.

KeyAuditMatters

  1. Key audit matters are those matters that,in our professional judgment,were of most significance in our audit of the consolidatedfinancialstatementsofthecurrentperiod.Thesematterswereaddressedinthecontextofourauditof the financial statements as a whole,and in forming our opinion thereon,and we do not provide a separate opinion onthesematters.

  2. There were no key audit matters determined to be communicated in our report on consolidated financial statements.

InformationOtherthantheConsolidatedFinancialStatementsandAuditor’sReportThereon

  1. The Holding Company’s management and Board of Directors are responsible for the other information.The other informationcomprisestheinformationincludedintheHoldingCompany’sannualreport,butdoesnotincludethe StandaloneandConsolidatedFinancialStatementsandourauditor’sreportthereon.

  2. Our opinion on the consolidated financial statements does not cover the other information and we do not express anyformofassuranceconclusionthereon.

CONSOLIDATED INDEPENDENT AUDITOR'S REPORT

AMINES & PLASTICIZERS LIMITED

  1. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.If,based on the work we have performed,we conclude that there is a material misstatement of this other information;wearerequiredtoreportthatfact.Wehavenothingtoreportinthisregard.

ResponsibilityofManagementandThoseChargedwithGovernancefortheConsolidatedFinancialStatements

  1. The Holding Company’s Board of Directors are responsible for the matters stated in Section 134 (5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Ind AS specified under Section 133 of the Act read with the Companies(IndianAccountingStandards)Rule2015,asamended.Thisresponsibilityalsoincludesmaintenanceof adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error,which have been used for the purpose of preparation of the Consolidated Financial StatementsbytheDirectorsoftheHoldingCompany,asaforesaid.

  2. In preparing the consolidated financial statements,the respective Board of Directors of the companies included in the Group management is responsible for assessing the ability of the group to continue as a going concern, disclosing,as applicable,matters related to going concern and using the going concern basis of accounting unless managementeitherintendstoliquidatethegrouportoceaseoperations,orhasnorealisticalternativebuttodoso.

  3. The respective Board of Directors of the companies included in the group are also responsible for overseeing the group’sfinancialreportingprocess.

Auditor’sResponsibilitiesfortheAuditoftheConsolidatedFinancialStatements

  1. Ourobjectivesaretoobtainreasonableassuranceaboutwhethertheconsolidatedfinancialstatementsasawhole arefreefrommaterialmisstatement,whetherduetofraudorerror,andtoissueanauditor’sreportthatincludesour opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influencetheeconomicdecisionsofuserstakenonthebasisoftheseconsolidatedfinancialstatements.

  2. AspartofanauditinaccordancewithSAs,weexerciseprofessionaljudgmentandmaintainprofessionalskepticism throughouttheaudit.Wealso:

  3. ✦ Identifyandassesstherisksofmaterialmisstatementoftheconsolidatedfinancialstatements,whetherdueto fraud or error, design and perform audit procedures responsive to those risks, and have obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,forgery,intentionalomissions,misrepresentations,ortheoverrideofinternalcontrol.

  4. ✦ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.Under section 143(3)(i) of the Companies Act,2013,we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls system inplaceandtheoperatingeffectivenessofsuchcontrols.

CONSOLIDATED INDEPENDENT AUDITOR'S REPORT

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

  • ✦ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelateddisclosuresmadebymanagement.

  • ✦ Conclude on the appropriateness of management’s use of the going concern basis of accounting and,based on the audit evidence obtained,whether a material uncertainty exists related to events or conditions that may castsignificantdoubtontheabilityofthegrouptocontinueasagoingconcern.Ifweconcludethatamaterial | uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.However,future eventsorconditionsmaycausethegrouptoceasetocontinueasagoingconcern.

  • ✦ Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,and whether the consolidated financial statements represent the underlying transactions and eventsinamannerthatachievesfairpresentation.

  • ✦ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group of which we are the independent auditors, to express an opinion on the Consolidated Financial Statements.We are responsible for the direction,supervision and performance of the audit of the financial statements of such entities included in the Consolidated Financial Statements of which we are the independent auditors. For the other entities included in the Consolidated Financial Statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them.We remain solely responsible for our audit opinion.

  • WecommunicatewiththosechargedwithgovernanceoftheHoldingCompanyandsuchotherentitiesincludedin the consolidated financial statements of which we are the independent auditors regarding,among other matters, the planned scope and timing of the audit and significant audit findings,including any significant deficiencies in internalcontrolthatweidentifyduringouraudit.

  • We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that mayreasonablybethoughttobearonourindependence,andwhereapplicable,relatedsafeguards.

  • From the matters communicated with those charged with governance,we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,in extremely rare circumstances,we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweighthepublicinterestbenefitsofsuchcommunication

OtherMatters

  1. WedidnotauditthefinancialstatementsofonesubsidiaryAmines&PlasticizersFZLLC(WhollyOwnedSubsidiary Company),whose financial statements reflect total assets of 726.48 lakhs and net assets of (26.34) lakhs as at 31st March,2022 and total revenues (before eliminating intercompany transactions) of 1229.11 lakhs for the year ended 31st March, 2022.The consolidated financial results also include the Group's share of net profit (including other comprehensive income) of 6.78 lakhs (before eliminating intercompany transactions) for the year ended 31 March 2022, as considered in the consolidated financial results, whose financial statements have not been audited by us.These financial statements have been audited by other auditors whose reports have been furnished tousbythemanagementandouropinionontheconsolidatedfinancialresults,insofarasitrelatestotheamounts and disclosures included in respect of these subsidiary, and our report opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiary, and our report in terms of sub-section (3) of Section 143 of the Act,in so far as it relates to the aforesaid subsidiary is based solelyonthereportsoftheotherauditor.

CONSOLIDATED INDEPENDENT AUDITOR'S REPORT

AMINES & PLASTICIZERS LIMITED

  1. Further, subsidiary is located outside India whose financial statements and other financial information has been prepared in accordance with accounting principles generally accepted in United Arab Emirates and which have been audited by another auditor under generally accepted auditing standards applicable in United Arab Emirates. The Holding Company's management has converted the financial statements of such subsidiary located outside India from accounting principles generally accepted in United Arab Emirates to accounting principles generally accepted in India.We have audited these conversion adjustments made by the Holding Company's management. Our opinion,in so far as it relates to the financial information of such subsidiary located outside India,is based on thereportofotherauditorandtheconversionadjustmentspreparedbythemanagementoftheHoldingCompany andauditedbyus.

  2. Our opinion on the consolidated financial statements,and our report on other legal and regulatory requirements below,are not modified in respect of the above matter with respect to our reliance on the work done by and the reportsoftheotherauditorsandfinancialinformationcertifiedbythemanagement.

ReportonOtherLegalandRegulatoryRequirements

  1. AsrequiredbySection143(3)oftheAct,wereportthat

  2. i. We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwerenecessaryforthepurposesofourauditoftheaforesaidconsolidatedfinancialstatements;

  3. ii. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept by the Group so far as it appears from our examination of thosebooks;

  4. iii. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purposeofpreparationoftheConsolidatedFinancialStatements;

  5. iv. In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules 2015, as amended;

  6. v. OnthebasisofthewrittenrepresentationsreceivedfromthedirectorsoftheHoldingCompanyason31March 2022 taken on record by the Board of Directors of the Holding Company,none of the directors of the Holding Company,is disqualified as on 31 March 2022 from being appointed as a director in terms of Section 164(2) of theAct.;

  7. vi. With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A” expressedanunmodifiedopinion;

  8. vii. Inouropinion,themanagerialremunerationfortheyearendedMarch31,2022hasbeenpaid/providedbythe Holding Company to its directors in accordance with the provisions of Section 197 of the Act,read with Sche duleVoftheAct;

  9. viii. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(AuditandAuditors)Rules,2014,asamendedinouropinionandtothebestofourinformationand accordingtotheexplanationsgiventous:

    • a. The Consolidated Financial Statements disclose the impact of pending litigations as on 31st March,2022, on the consolidated financial position of the Group- Refer Note 30 to the Consolidated Financial Statements;

CONSOLIDATED INDEPENDENT AUDITOR'S REPORT

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

  • b. The Group did not have any material foreseeable losses, on long-term contracts including derivative contractsasatMarch31,2022;

  • c. There has been no delay in transferring amounts,required to be transferred,to the Investor Education and ProtectionFundbytheHoldingCompanyduringtheyearendedMarch31,2022.

d.

  • i. The management of the Holding Company have represented that,to the best of its knowledge and belief, no fundshavebeenadvancedorloanedorinvested(eitherfromborrowedfundsorsharepremiumorany othersourcesorkindoffunds)bytheHoldingCompanytoorinanyotherperson(s)orentity(ies),including foreign entities (“Intermediaries”),with the understanding,whether recorded in writing or otherwise,that the Intermediary shall,whether,directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company (“Ultimate Beneficiaries”) or provide any guarantee,securityorthelikeonbehalfoftheUltimateBeneficiaries;

  • ii. The Management of the Holding Company to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Holding Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company shall, whether, directly or indirectly, lend or investinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalfoftheFundingParty (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;and

  • iii. Based on the audit procedures that have been considered reasonable and appropriate in the circumstances performed by us, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e),as provided under (a) and (b) above,contain any materialmisstatement.

e.

  • i. The final dividend proposed in the previous year,declared and paid by the Holding Company during the yearisinaccordancewithSection123oftheAct,asapplicable.

  • ii. The Board of Directors of the Holding Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting of the Holding Company. The amount of dividend declared is in accordance with section 123 of the Act to the extent it applies to declarationofdividend.

  • According to the information and explanations given to us,and based on the Companies (Auditor’s Report) Order, 2020 (“CARO”) issued by us on the Standalone Financial Statements of the Holding Company included in the consolidated financial statements of the Group to which reporting under CARO is applicable,we report that there arenoqualificationsoradverseremarksintheseCAROreports.

For B D G & Associates Chartered Accountants Firm Registration Number:119739W

Vikas Agarwal

Partner Membership Number : 148465 Place : Mumbai Date :23rd May,2022 UDIN :22148465AKQAXR4773

CONSOLIDATED INDEPENDENT AUDITOR'S REPORT

AMINES & PLASTICIZERS LIMITED

INDEPENDENT AUDITORS' REPORT

AnnexureAtoIndependentAuditors’Report

Referred to in paragraph 20(vi) of the Independent Auditors’Report of even date to the members of Amines & Plasticizers LimitedfortheyearendedMarch31,2022.

ReportontheInternalFinancialControlsunderClause(i)ofSub-section3ofSection143oftheAct

1. Reportoninternalfinancialcontrolsoverfinancialreporting

We have audited the internal financial controls over financial reporting of Amines & Plasticizers Limited (“the HoldingCompany”) as of March 31,2022 in conjunction with our audit of the consolidated financial statements of thegroupfortheyearendedonthatdate.

2. Management’sResponsibilityforInternalFinancialControls

The Board of Directors of the Holding Company are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company consideringtheessentialcomponentsofinternalcontrolstatedintheGuidanceNoteonAuditofInternalFinancial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design,implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies,the safeguarding of its assets,the prevention and detection of frauds and errors,the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as requiredundertheCompaniesAct,2013.

3. Auditors’Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Holding Company based on our audit.We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the“Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls,both applicable to an audit of Internal Financial Controls and,both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectivelyinallmaterialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.Our audit of internal financial controls overfinancialreportingincludedobtaininganunderstandingofinternalfinancialcontrolsoverfinancialreporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the consolidated financial statements, whetherduetofraudorerror.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinionontheinternalfinancialcontrolssystemoverfinancialreportingoftheHoldingCompany.

4. MeaningofInternalFinancialControlsoverFinancialReporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with the generally accepted accounting principles. A Company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that,in reasonable detail,accurately and fairly reflect the transactions and dispositions of

CONSOLIDATED INDEPENDENT AUDITOR'S REPORT

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

the assets of the company;(2) provide reasonable assurance that transactions are recorded as necessary to permit preparationoffinancialstatementsinaccordancewithgenerallyacceptedaccountingprinciples,andthatreceipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's assets that could have a material effect on the consolidatedfinancialstatements.

5. InherentLimitationsofInternalFinancialControlsOverFinancialReporting

Becauseoftheinherentlimitationsofinternalfinancialcontrolsoverfinancialreporting,includingthepossibilityof collusion or improper management override of controls,material misstatements due to error or fraud may occur and not be detected.Also,projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequatebecauseofchangesinconditions,orthatthedegreeofcompliancewiththepoliciesorproceduresmay deteriorate.

6. Opinion

In our opinion, the Holding Company has, in all material respects, an adequate internal financial controls system overfinancialreportingandsuchinternalfinancialcontrolsoverfinancialreportingwereoperatingeffectivelyasat March 31,2022,based on the internal control over financial reporting criteria established by the Holding Company consideringtheessentialcomponentsofinternalcontrolstatedintheGuidanceNoteonAuditofInternalFinancial ControlsOverFinancialReportingissuedbytheInstituteofCharteredAccountantsofIndia.

For B D G & Associates

Chartered Accountants

Firm Registration Number:119739W

Vikas Agarwal

Partner Membership Number : 148465 Place : Mumbai Date :23rd May,2022 UDIN :22148465AKQAXR4773

CONSOLIDATED INDEPENDENT AUDITOR'S REPORT

AMINES & PLASTICIZERS LIMITED

CONSOLIDATED BALANCE SHEET AS AT 3
MARCH 20
1ST
2
2
( ` in lakhs)
Particulars
Note
No.
As at 31st
As at 31st
2
21
March, 20
March, 20
2
ASSETS
1 Non-Current Assets
A
a) Property,Plant and Equipment
3
B
b) Capital Work-in-Progress
3
3C
c) Other Intangible Assets
d) Right of use - Lease
3D
e) Financial Assets
i) Investments
4
Financial
ii) Other Non-Current
Assets
5
f
) Other Non-Current Assets
6
Total Non-Current Assets
2. Current Assets
a) Inventories
7
b) Financial Assets
i) Trade Receivables
8
ii) Cash and cash equivalents
9
iii) Bank Balances other than (ii) mentioned above
10
iv) Loans
11
v) Other Financial Assets
2
c) Other Current Assets
1
Total Current Assets
TOTAL ASSETS
EQUITY AND LIABILITIES
1
Equity
a) Equity Share Capital
1
3
4
b) Other Equity
1
Total Equity
Liabilities
2
Non-Current Liabilities
a) Financial Liabilities
5
i) Borrowings
1
6
b) Provisions
1
7
c) Deferred Tax Liabilities (Net)
1 B
Total Non-Current Liabilities
3
Current Liabilities
a) Financial Liabilities
i
8
) Borrowings
1
19
ii) Trade Payables
- Due to micro,small and medium enterprises
- Due to creditors other than micro,small and medium enterprises
0
iii) Other Financial Liabilities
2
1
b) Provisions
2 A
1
c) Current Tax Liabilities (net)
2 B
2
d) Other Current Liabilities
2
Total Current Liabilities
EQUITY AND
TOTAL
LIABILITIES
Significant accounting policies and accompanying notes form an Integral
Part of the
Financial Statements.
1 to 47
Consolidated
188 56
7,
.
8,295.40
1,132.46
315.11
2.73
2.73
111.23
108.58
0.02
0.02
65
60.
62.12
281.78
231.16
9,015.12
8,777.43
5,383.34
8,652.30
8,895.06
10,229.93
4,594.72
331.18
233.52
232.04
-
-
71.38
71.65
2,558.43
2,469.70
21,986.80
21,736.45
31,001.92
30,513.88
1,100.40
1,100.40
34
12,975.
15,126.14
16,226.54
14,075.74
2,747.45
2,552.02
53.67
53.57
600.96
672.79
3,
3,402.08
278.38
4,614.79
4,656.06
136.73
33.45
7,235.24
5,953.87
144.99
119.12
57.22
51.43
114.15
82.67
732.94
600.40
11,497.00
13,036.06
31,001.92
8
30,513.8

In terms of our report of even date attached For and on behalf of the Board of Directors For B D G & Associates Hemant Kumar Ruia Yashvardhan Ruia Chartered Accountants Chairman & Managing Director Executive Director Firm Registration No.:119739W DIN :00029410 DIN :00364888

Vikas Agarwal

Partner Membership No- 148465

Ajay Puranik

President Legal & Company Secretary

Date : 23rd May,2022 Place : Mumbai

Pramod Sharma Chief Financial Officer

CONSOLIDATED BALANCE SHEET

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

STATEMENT OF CONSOLIDATED PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2022

(
in lakhs)
`

Particulars
Note
No.
For the year ended
For the year ended
31st March,20
31st March,20
22
21
3
Revenue from Operations
2
Other Income
24
Total Income
Expenses :
Cost of Materials Consumed
25
Purchases of Stock-in-Trade
Changes in Inventories of Finished Goods,
6
Stock-in-Process and Stock-in-Trade
2
7
Employees Benefit Expenses
2
8
Finance Costs
2
Depreciation and Amortisation Expenses
3
Less :
Depreciation on Self Constructed Assets
29
Other Expenses
Total Expenses
Profit before tax
Tax Expenses :
Current tax
Deferred tax
7
Total Tax Expenses :
1 A
Profit for the year
Other Comprehensive Income :
Items that will not be reclassified to Profit or Loss
Remeasurement gain / (loss) on defined benefit plans
Items that will not be reclassified to Profit or Loss
Income Tax effect
Other Comprehensive Income (Net of Income Tax)
Total Comprehensive Income for the Year
Earning per Equity Share:(Face value of
2 each)

5
Basic & Diluted
3
Significant accounting policies and accompanying notes
form an Integral Part of the Consolidated Financial Statements. 1 to 47
44,189.61
56,317.41
486.51
519.47
44,676.12
56,836.88
40,342.68
27.208.54
450.06
1,712.73
698.01
(1,750.02)
530.17
1,
1,710.41
61.23
9
880.19
431.71
460.14
(
)
20.77
(
)
20.77
439.37
410.94
9,022.73
10,284.45
40,281.68
53,619.81
3,217.07
4,394.44
1,075.90
759.50
59.16
71.83
1,135.06
831.33
2,385.74
3,259.38
12.79
(
)
13.50
1.28
(
)
(
)
1.06
14.56
(
)
11.51
-
3.22
14.56
8.29
(
)
2,371.18
3,267.67
5.92
4.34

In terms of our report of even date attached For and on behalf of the Board of Directors For B D G & Associates Hemant Kumar Ruia Yashvardhan Ruia Chartered Accountants Chairman & Managing Director Executive Director Firm Registration No.:119739W DIN :00029410 DIN :00364888

Vikas Agarwal Partner Ajay Puranik Membership No- 148465 President Legal & Company Secretary

Pramod Sharma Chief Financial Officer

Date : 23rd May,2022 Place : Mumbai

CONSOLIDATED PROFIT & LOSS ACCOUNT

AMINES & PLASTICIZERS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31ST MARCH 2022

A.Equity Share Capital

( ` in lakhs)

Particulars No of Shares Amount
Balance as at
31 March 2020
Changes in equity share capital during the year
Balance as at 31 March 2021
Changes in equity share capital during the year
Balance as at
31 March 2022
5,50,20,000
-
1,100.40
5,50,20,000
-
1,100.40
5,50,20,000 1,100.40

B.Other Equity

( ` in lakhs)

Particula
rs
Reserves and Surplus Reserves and Surplus Reserves and Surplus Other
Compreh-
ensive
Reserve
Foreign
Currency
Translation
Reserve
Total
Capital
Reserve
Debenture
Redemption
Reserve
Retained
Earnings
Current Reporting Period
Balance as at 1st April,2021
Profit for the Year
Other Comprehensive Income for the year
(Net of Tax)
Translation Reserve
Dividends
Dividend Distribution Tax
Transfer to / (from) retained earnings
Provision of Income Tax for earlieryears
0.05
-
-
-
-
-
-
-
200.40
-
-
-
-
-
33.40
-
12,841.87
2,385.74
-
-
(220.08)
(33.40)
(0.30)
67.83
(
)
-
(13.50)
-
-
-
-
-
0.84
-
-
(1.06)
-
-
-
-
12,975.3
4
2,385.74
(13.50)
(1.06)
220.08
(
)
-
-
0.30
(
)
"Balance at the end of the reporting period i.e.
31st March,2022"
0.05 233.80 3
14,973.8
(81.33) (0.22) 4
15,126.1
Previous Reporting Period
"Balance at the beginning of the reporting
period i.e.1st April,2020"
Profit for the Year
Other Comprehensive Income for the year
(Net of Tax) *
Translation Reserve
Dividend Distribution Tax
Transfer to / (from) retained earnings
Short Provision of Income Tax for earlier years
Provision of Income Tax for earlieryears
0.05
-
-
-
-
-
-
167.00
-
-
-
-
33.40
-
-
9,617.26
3,259.38
-
-
(33.40)
(1.37)
(77.40)
-
9.57
-
-
-
-
-
2.12
-
-
(1.28)
-
-
-
-
9,709.03
3,259.38
9.57
(1.28)
-
-
-
1.37
(
)
"Balance at the end of the reporting period i.e.
31st March,2021"
0.05 200.40 12,841.87 (67.83) 0.84 4
12,975.3
* Movement in Other comprehensive income relates to remeasurements of the net defined benefit plans
Significant accounting policies and accompanying notes 1 to 47 form an Integral Part of the Consolidated Financial Statements.

In terms of our report of even date attached For B D G & Associates Chartered Accountants Firm Registration No.:119739W

For and on behalf of the Board of Directors Hemant Kumar Ruia Chairman & Managing Director DIN :00029410

Yashvardhan Ruia Executive Director DIN :00364888

Vikas Agarwal

Partner Membership No- 148465

Ajay Puranik President Legal & Company Secretary

Date : 23rd May,2022 Place : Mumbai

Pramod Sharma Chief Financial Officer

CONSOLIDATED CHANGE IN EQUITY

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2022

THE YEAR ENDED 31ST 2
ARCH 202
(
in lakhs)
`
Particulars For the year ended
For the year ended
31st March,20
31st March,20
2
21
2
Cash Flow from Operating Activities
Net Profit before Tax and Extraordinary Items
Adjustementsfor :
Depreciation and Amortisation Expenses
Loss on Sale of Fixed assets
Interest & Other Income
Finance Costs
Operating Profit before Working Capital Changes
Adjusted for :
Non-Current/Current Financial and Other Assets
Inventories
Non-Current/Current Financial and Other Liabilities/Provisions
Cash Generated from Operations
Direct taxes (paid) /Refund (net of tax paid)
Net Cash Flow from/ (Used in) Operating Activities
(A)
Cash Flow from Investing Activities
Purchase of Fixed Assets
& Other
e
Interest
Incom
Sale of Fixed Assets
Net Cash Flow from/ (Used in) Investing Activities
(B)
cash Flow from Financing Activities
Proceeds/(Repayment) from Long Term Borrowings (Net)
Proceeds/(Repayment) from Short Term Borrowings
Dividend and Distribution Tax Paid
Interest Paid
Net cash flow from / (Used in) Financing activities
(C)
Net increase/(decrease) in Cash and Cash
equivalents (Total A+B+C)
Cash and Cash equivalents - Opening Balance
- Closing Balance(refer note no.9)*
Significant accounting policies and accompanying notes form
an Integral Part of the Standalone Financial Statements.
1 to 47
4,394.44
3,217.07
410.94
439.37
9.96
95.76
483.72
(
)
(
)
468.87
961.23
880.19
5,292.85
4,163.52
(2,898.86)
(
)
1,195.77
(3,268.96)
555.85
475.25
2,
(1,563.51)
(6,028.24)
132.24
(1,864.72)
5,425.09
791.28
(
)
1,072.81
(
)
(2,656.00)
4,352.28
(833.98)
(1,090.08)
483.72
468.87
19.38
12.00
(
)
(
)
353.11
586.98
95.43
(146.26)
(1
)
2 4
1,71 .9
41.27
-
(220.08)
961.23
(
)
(
)
880.19
(1,254.43)
605.45
(4,263.54)
4,370.75
4,594.72
223.96
331.18
4,594.72

Significant accounting policies and accompanying notes form an Integral Part of the Standalone Financial Statements.

  • Includes Margin Money in the form of Term Deposits with the Bank for LC /BG and Unclaimed Dividend.

In terms of our report of even date attached

For B D G & Associates

Chartered Accountants Firm Registration No.:119739W

For and on behalf of the Board of Directors

Hemant Kumar Ruia Yashvardhan Ruia Chairman & Managing Director Executive Director DIN :00029410 DIN :00364888

Vikas Agarwal

Partner Membership No- 148465

Ajay Puranik President Legal & Company Secretary

Date : 23rd May,2022 Place : Mumbai

Pramod Sharma Chief Financial Officer

CONSOLIDATED CASH FLOW STATEMENT

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

Note: 1CORPORATE INFORMATION

TheThe Consolidated Financial Statements comprise financial statements of Amines&PlasticizersLimited (“the Holding Company”) and its subsidiaries (collectively referred to as“the Group”) for the year ended 31st March2022.

The Holding Company is a Public limited company incorporated and domiciled in India and its shares are listed on BSE Limited.The Registered office of APL is situated in Guwahati,in the State of Maharashtra.APL is engagedinthebusinessofmanufacturesaleofSpecialtyChemicals,AminesandMorpholinederivatives.The Company has manufacturing facilities at Turbhe, Navi Mumbai. APL is having Industrial Gas Plant and Engineering Services Unit at Khopoli.APL has a Wholly Owned Subsidiary in RAK Zone,UAE having general tradinglicense.

Note: 2SIGNIFICANTACCOUNTINGPOLICIES

a. BasisofPreparationofConsolidatedFinancialStatements

CompliancewithIndAs

Consolidated financial statements of the Group have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015,the provisionsofCompaniesAct2013,andguidelinesissuedbytheSecuritiesandExchangeBoardofIndia(SEBI).

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hithertoinuse.

HistoricalCostConvention

The consolidated financial statements of the Group are prepared under the historical cost convention on accrualbasisexceptforthefollowingsassetsandliabilitieswhichhavebeenmeasuredattheirfairvalue:-

  • ➨ Certain financial assets and liabilities that are measured at fair value (refer-Accounting policy regarding financialsinstruments)

  • ➨ Definedbenefitplans–presentvalueofdefinedbenefitobligationunlessotherwiseindicated.

b. Useofestimatesandjudgements

The preparation of consolidated financial statements in conformity with Ind AS requires the management to make judgments, estimates and assumptions that affect the application of accounting policies and the reportedamountsofassetsandliabilitiesandthedisclosuresofcontingentassetsandliabilitiesatthedateof thefinancialstatementsandreportedamountsofrevenuesandexpensesduringtheperiod.Althoughthese estimates are based on the management’s best knowledge of current events and actions,uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities prospectively. Information about critical judgments in applying accountingpolicies,aswellasestimatesandassumptionsthathavethemostsignificanteffecttothecarrying amountsofassetsandliabilitieswithinthenextfinancialyear,areincludedinthefollowingnotes:

  • i. Measurementofdefinedbenefitobligations-NoteNo.36

  • ii. Measurementandlikelihoodofoccurrenceofprovisionsandcontingencies-NoteNo.16,21A&30

  • iii. Recognitionofdeferredtaxassets/liabilities–NoteNo.17B

  • c. PrinciplesofConsolidation

  • i. The financial statements of the Holding Company and its subsidiaries are combined on a line by

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

line basis by adding together like items of assets, liabilities, equity, incomes, expenses and cash flows, afterfullyeliminatingintra-groupbalancesandintra-grouptransactions.

  • ii. Profits or losses resulting from intra-group transactions that are recognized in assets,such as Inventory andProperty,PlantandEquipment,areeliminatedinfull.

  • iii. Goodwill/CapitalReserve,ifany,representsthedifferencebetweentheHoldingCompany’sshareinthe net worth of subsidiaries and the cost of acquisition at each point of time of making the investment in thesubsidiaries.

  • iv. TheConsolidatedFinancia``lStatementshavebeenpreparedusinguniformaccountingpoliciesforlike transactionsandothereventsinsimilarcircumstances.

  • v. The carrying amount of the parent’s investment in subsidiaries are offset (eliminated) against the parent’sportionofequityinsubsidiaries.

  • vi. Non-Controlling Interest’s share of profit / loss of consolidated subsidiaries for the year is identified and adjusted against the income of the Group in order to arrive at the net income attributable to shareholdersoftheHoldingCompany.

  • vii. Non-Controlling Interest’s share of net assets of consolidated subsidiaries are identified and presented intheConsolidatedBalanceSheet.

d. Property,Plant&Equipment&IntangibleAssets:

i. Property,Plant&Equipment

AnitemofProperty,plantandequipmentisrecognizedasanassetifitisprobablethatfutureeconomic benefits associated with the item will flow to the Group and its cost can be measured reliably.property, plant and equipment are initially recognized at cost after deducting refundable purchase taxes and including the cost directly attributable to bring the asset to the location and conditions necessary for it to be capable of operating in the manner intended by the management,borrowing cost in accordance with the established accounting policy, cost of restoring and dismantling, if any, initially estimated by the management. Freehold Land is carried at historical cost. All Other items of Property, Plant & Equipment are stated at historical cost less depreciation. Historical Cost includes expenditure that is directly attributable to the acquisition of the items.After the initial recognition the property,plant and equipmentarecarriedatcostlessaccumulateddepreciationandimpairmentlosses.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate,onlywhenandthecostoftheitem.

All other repairs and maintenance costs,including regular servicing are recognized in the Statement of ProfitandLossasincurred.

In case of self-constructed assets, cost includes the costs of all materials used in construction, direct labour,allocation of overheads,directly attributable borrowing costs.Cost of Self-constructed assets is determined using the same principles as for acquired assets after eliminating the component of internalprofits.

Any gain or loss arising on retirement or disposal of property,plant and equipment is recognized in the StatementofProfitandLoss.

Capital work-in-progress assets in the course of construction for production or/and supply of goods or services or administrative purposes,or for purposes not yet determined,are carried at cost,less any recognisedimpairmentloss.Atthepointwhenanassetisoperatingatmanagement’sintendeduse,the cost of construction is transferred to the appropriate category of property,plant and equipment.Costs associated with the commissioning of an asset are capitalised where the asset is available for use but incapableofoperatingatnormallevelsuntilaperiodofcommissioninghasbeencompleted.

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

ii. IntangibleAssets

Intangible Assets are stated at cost of acquisition net of recoverable taxes,trade discount and rebates less accumulated amortization / depletion and impairment loss, if any. Such cost includes purchase price,borrowing costs,and any cost directly attributable to bringing the asset to its working condition for the intended use, net charges on foreign exchange contracts and adjustments arising from exchangeratevariationsattributabletotheintangibleassets.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,onlywhenitisprobablethatfutureeconomicbenefitsassociatedwiththeitemwillflowto theentityandthecostcanbemeasuredreliably.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the StatementofProfitandLosswhentheassetisderecognised.

iii. Depreciation/Amortization

Depreciation on all property, plant and equipment are provided for, from the date of put to use for commercial production on a pro-rata basis on the straight-line method based on at the useful life prescribedunderScheduleIItotheCompaniesAct,2013.Freeholdlandisnotdepreciated.

Depreciation commences when the assets are ready for their intended use. Depreciated assets in property and accumulated depreciation accounts are retained fully until they are removed from service.

The residual values, useful lives and method of depreciation of property, plant and equipment is reviewedateachfinancialyearendandadjustedprospectively,ifappropriate.

Intangibleassets witha finite usefullifeareamortisedin a straight-linebasisover their estimated useful life

e.

DisposalofAssets

An item of property,plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference betweennetdisposalproceedsandthecarryingamountoftheassetandisrecognisedinthestatement ofprofitandloss.

f. Leases

The Group,as a lessee,recognises a right-of-use asset and a lease liability for its leasing arrangements,if thecontractconveystherighttocontroltheuseofanidentifiedasset.

The contract conveys the right to control the use of an identified asset if it involves the use of an identifiedassetandtheGrouphassubstantiallyalloftheeconomicbenefitfromtheuseofassetandhas righttodirecttheuseoftheidentifiedasset.

The cost of right-of-use asset shall comprise of amount of the initial measurement of the lease liability adjustedforanyleasepaymentsmadeatorbeforethecommencementdateplusanyinitialdirectcosts incurred.

Right-of-use assets is subsequently measured at cost,less any accumulated depreciation,accumulated impairmentlosses,ifanyandadjustedforanyremeasurementofleaseliabilities.

Right-of-use assets is depreciated using the straight-line method from the commencement date over theshorterofleasetermorusefullifeoftheRight-of-useasset.

TheGroupmeasurestheleaseliabilityatthepresentvalueoftheleasepaymentsthatarenotpaidatthe

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

commencement date of the lease.The lease payments are discounted using the interest rate implicit in the lease,if that rate can be readily determind.If that rate cannot be readily determined,the Group uses incrementalborrowingrate.

For short term and low value leases,the Group recognises the lease payments as an operating expense onastraight-linebasisovertheleaseterm.

The Company's lease arrangements do not contain an obligation to dismantleand remove the underlying asset, restore the site on which it is located ore restore the underlying asset to a specified condition.

g. Impairment

The Group assesses at each reporting date as to whether there is any indication that any property,plant and equipment and intangible assets or group of assets, called cash generating units (CGU) may be impaired. If any such indication exists the recoverable amount of an asset or CGU is estimated to determine the extent of impairment,if any.When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the CGU to which the asset belongs.

An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset’s carrying amount exceeds its recoverable amount.The recoverable amount is higher of an asset’s fair value less cost of disposal and value in use.Value in use is based on the estimated future cash flows,discounted to their present value using pre-tax discount rate that reflects current market assessments of the time valueofmoneyandriskspecifictotheassets.

The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimateofrecoverableamount.

h. Researchanddevelopmentexpenditure

Revenue expenditure pertaining to research is charged to the Statement of Profit and Loss. Development costs of products are charged to the Statement of Profit and Loss unless a product’s technological and commercial feasibility has been established, in which case such expenditure is capitalised.

i. BorrowingCosts

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets,which are assets that necessarily takes substantial period of time to get ready for their its intended use or sale,are capitalised as part of the cost of such assets,until such time as the assets are substantiallyreadyfortheintendeduseorsale.

Investment income earned on the temporary investment of specific borrowings pending their expenditureonqualifyingassetsisrecognizedintheStatementofProfitandLoss.

All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they areincurred.

j. Inventories

Inventories are stated at the lower of cost and net realizable value.The cost of finished goods and work inprogressincludesrawmaterials,directlabour,otherdirectcostsandrelatedproductionoverheads.

Raw Materials and other materials including packaging, stores and fuels are valued at lower of cost, based on first-in-first- out method arrived at after including freight inward and other expenditure directlyattributabletoacquisitionornetrealizablevalue. CostofStores,Sparesandfuelsarecomputed

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

onMovingWeightedAverage.

Net realizable value is the estimated selling price in the ordinary course of business,less the estimated costsofcompletionandsellingexpenses.

k. FinancialInstruments

I. Financialassets

a. InitialRecognitionandMeasurement

The Group recognizes financial assets and financial liabilities when the Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are recognised at fair value initial recognition except for Trade receivables / payables and where cost of generation or fair value exceedsbenefits,whichare initiallymeasured at the transactionprice.Transactioncostsdirectly related to the acquisition or issue of the financial assets and financial liabilities (other than financial assets and financial liabilities through profit and loss account) are added to or deducted from the cost of financial assets and financial liabilities.Transaction costs directly attributable to the acquisition or issue of the financial assets and financial liabilities at fair value through profit and loss account are recognized immediatelyinthestatementofprofitandloss.

b. ClassificationandSubsequentMeasurement

i. Amortisedcost:

A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principalamountoutstanding.

ii. Fairvaluethroughothercomprehensiveincome(FVOCI):

A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interestontheprincipalamountoutstanding.

iii. Fairvaluethroughprofitandloss(FVTPL) :

AfinancialassetwhichisnotclassifiedinanyoftheabovecategoriesaremeasuredatFVTPL.

Financial assets are not reclassified subsequent to their recognition, except if and in the period the Groupchangesitsbusinessmodelformanagingfinancialassets.

iv. InvestmentsinSubsidiaries

Investments in subsidiaries are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries, the difference betweennetdisposalproceedsandthecarryingamountsarerecognizedintheStatementofProfitand Loss.

v. EquityInstruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issuecosts.

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

All equity investments are measured at fair value,with value changes recognised in Statement of Profit and Loss, except for those equity investments for which the Group has elected to present the value changesin‘OtherComprehensiveIncome’.

vi. CashandBankBalances

Cash and cash equivalents – which includes cash in hand, deposits at call with banks and other short-termdepositswhicharereadilyconvertibleintocashandwhicharesubjecttoaninsignificantrisk ofchangesinvalueandhavematuritiesoflessthanoneyearfromthedateofsuchdeposits.

Other Bank Balances – which includes balances and deposits with banks that are restricted for withdrawalandusage.

vii. TradeReceivablesandLoans

Trade receivables are initially recognised at fair value.Subsequently,these assets are held at amortised cost,using the effective interest rate (EIR) method net of any expected credit losses.The EIR is the rate thatdiscountsestimatedfuturecashincomethroughtheexpectedlifeoffinancialinstrument.

viii. DebtInstruments

Debt instruments are initially measured at amortised cost, fair value through other comprehensive income (‘FVOCI’) or fair value through profit or loss (‘FVTPL’) till derecognition on the basis of (i) the entity’s business model for managing the financial assets and (ii) the contractual cash flow characteristicsofthefinancialasset.

C. ImpairmentofFinancialAsset

In accordance with Ind AS 109, the Group uses ‘Expected Credit Loss’ (ECL) model, for evaluating impairmentoffinancialassetsotherthanthosemeasuredatfairvaluethroughprofitandloss(FVTPL).

For financial assets other than trade receivables, as per Ind AS 109, the Group recognizes 12 month expectedcreditlossesforalloriginatedoracquiredfinancialassetsifatthereportingdatethecreditrisk of the financial asset has not increased significantly since its initial recognition. The expected credit losses are measured as lifetime expected credit losses if the credit risk on financial asset increases significantly since its initial recognition. The Group’s trade receivables do not contain significant financing component and loss allowance on trade receivables is measured at an amount equal to life timeexpectedlossesi.e.expectedcashshortfall.

TheimpairmentlossesandreversalsarerecognisedinStatementofProfitandLoss.

II. FinancialLiabilities

a. InitialRecognitionandMeasurement

FinancialliabilitiesarerecognisedwhentheGroupbecomesapartytothecontractualprovisionsofthe instrument. Trade and other payable are initially recognized at the fair value of the consideration receivedlessdirectlyattributabletransactioncost.

Financial liabilities are initially measured at the amortised cost unless at initial recognition, they are classified as fair value through profit and loss.In case of trade payables,they are initially recognised at fair value and subsequently, these liabilities are held at amortised cost, using the effective interest method.

b. ClassificationandSubsequentMeasurement

Financial liabilities are subsequently measured at amortised cost using the EIR method. Financial liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair valuerecognisedintheStatementofProfitandLoss.

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

III. DerecognitionofFinancialInstruments

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109.A financial liability (or a part of a financial liability) is derecognized from the Group's Balance Sheetwhentheobligationspecifiedinthecontractisdischargedorcancelledorexpires.

i. Provision,ContingentLiabilities&ContingentAssets

Provisions are recognized when the Group has a present obligation (legal or constructive),as a result of past events,for which it is probable that an outflow of economic benefits will be required to settle the obligationandareliableestimatecanbemadefortheamountoftheobligation.

If the effect of the time value of money is material, provisions are measured on a discounted basis to reflect its present value using a current pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the obligation.When discounting is used,the increase in theprovisionduetothepassageoftimeisrecognisedasafinancecost.

A contingent liability is a possible obligation that arise from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the controloftheGrouporapresentobligationthatisnotrecognisedbecauseitisprobablethatanoutflow of resources will not be required to settle the obligation. However, if the possibility of outflow of resources,arising out of present obligation,is remote,it is not even disclosed as contingent liability.The Groupdoesnotrecognizeacontingentliabilitybutdisclosesitsexistenceinthefinancialassets.

Contingentassetsareneitherrecognizednordisclosedinthefinancialstatements

.

m. RevenueRecognition

TheGroupmanufacturesandsellsarangeofchemicalsandotherproducts.

Revenue from sale of goods is recognized when significant risks and rewards of ownership are transferredtothebuyer,thereisnocontinuingmanagerialinvolvementwiththegoodsandtheamount of revenue can be measured reliably,which coincides with the date of dispatch/bill of lading.The Group retains no effective control of the goods transferred to a degree usually associated with ownership and no significant uncertainty exists regarding the amount of the consideration that will be derived from thesaleofgoods.

Revenue is measured at fair value of the consideration received or receivable includes freight,wherever applicableandisnetoftradediscounts,volumerebatesandGST.

Exportincentivesundervariousschemesareaccountedintheyearofexport.

Revenue from technical services recognized on the basis of milestones for rendering services as per the agreement.

Interest income is recognized on time apportionment basis.Effective interest rate (EIR) method is used tocomputetheinterestincomeonlongtermloansandadvances.Interestincomefromafinancialasset is recognised when it is probable that the economic benefits will flow to the Group and the amount of incomecanbemeasuredreliably.

Dividendincomeoninvestmentsisrecognisedwhentherighttoreceivedividendisestablished.

n. EmployeeBenefits

i. DefinedContributionPlans

Contributionstodefinedcontributionschemessuchasemployees’stateinsurance,labourwelfarefund, superannuation scheme, employee pension scheme etc. are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees.

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

Eligible employees receive benefits from a provident fund,which is a defined contribution plan to the Trust/Government administered Trust. Both the employee and the Group make contribution to the AminesPlasticizersLimitedEmployees’providentFundTrust/GovernmentadministeredTrustequalto the specified percentage of the covered employee’s salary. Group also contributes to a Government administeredpensionfundonbehalfofitsemployees.

ii. DefinedContributionPlans

The Group also provides for retirement benefits in the form of gratuity and compensated absences to theemployees.

For defined benefit plans, the amount recognised as‘Employee benefit expenses’in the Statement of Profit and Loss is the cost of accruing employee benefits promised to employees over the year and the costsofindividualeventssuchaspast/futureservicebenefitchangesandsettlements(sucheventsare recognised immediately in the Statement of Profit and Loss).Any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised immediately in ‘Other comprehensive income’ and subsequently not reclassified to the Statement of ProfitandLoss.

The defined benefit plan surplus or deficit on the Balance Sheet comprises the total for each plan of the fair value of plan assets less the present value of the defined benefit liabilities (using a discount rate by referencetomarketyieldsongovernmentbondsattheendofthereportingperiod)

All defined benefit plans obligations are determined based on valuations,as at the Balance Sheet date, made by independent actuary using the projected unit credit method.The classification of the Group’s netobligationintocurrentandnon-currentisaspertheactuarialvaluationreport.

Liabilityforbalanceleaveencashment/entitlementisprovidedonthebasisofactuarialvaluationatthe yearend.

o.

Taxation

Income tax expense for the year comprises of current tax and deferred tax. It is recognised in the StatementofProfitandLossexcepttotheextentitrelatestoabusinesscombinationortoanitemwhich isrecognizeddirectlyinequityorinothercomprehensiveincome.

CurrentTax

Current tax is tax expected tax payable on the taxable income for the year,using the tax rate enacted at thereportingdate,andanyadjustmenttothetaxpayableinrespectoftheearlierperiods.Taxableprofit differs from the net profit as reported in the statement of profit and loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are nevertaxableordeductible.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off therecognisedamountsandthereisanintentiontosettletheassetandtheliabilityonanetbasis.

DeferredTax

Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes.

A deferred tax liability is recognised based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities,using tax rates enacted,or substantively enacted,by the end of thereportingperiod.Deferredtaxassetsarerecognisedonlytotheextentthatitisprobablethatfuture

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

taxable profits will be available against which the asset can be utilised.Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefitwillberealised.

Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities; and the deferred tax assets and the deferred tax liabilitiesrelatetoincometaxesleviedbythesametaxationauthority.

MAT credit entitlement is recognized and carried forward only if there is a reasonable certainty of it beingsetoffagainstregulartaxpayablewithinthestipulatedstatutoryperiod.

p.

EarningsPerShare

Basic earnings per share is computed by dividing the consolidated net profit or loss for the year attributable to equity shareholders by the weighted-average number of equity shares outstanding during the year.The weighted-average number of equity shares outstanding during the year and for all years presented is adjusted for events such as bonus issue; bonus element in a rights issue to existing shareholders; share split; and reverse share split (consolidation of shares) that have changed the numberofequitysharesoutstanding,withoutacorrespondingchangeinresources.

For the purpose of calculating diluted earnings per share,the profit or loss for the year attributable to equity shareholders and the weighted-average number of shares outstanding during the year are adjustedfortheeffectsofalldilutivepotentialequityshares.

q.

ForeignCurrencyTransactionsandTranslation

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies ) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date.Realized gains and lossesonsettlementofforeigncurrencytransactionsarerecognizedintheStatementofProfitandLoss.

For the purpose of presenting these consolidated financial statements,the assets and liabilities of the Group’sforeignoperationsaretranslatedintoIndianRupeesusingexchangeratesprevailingattheend ofeachreportingperiod.Incomeandexpenseitemsaretranslatedattheaverageexchangeratesforthe period. Exchange differences arising, if any. Are recognized in other comprehensive income and accumulatedinequity(andattributedtonon-controllinginterestsasappropriate).

Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction.Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line withtherecognitionofthegainorlossonthechangeinfairvalueoftheitem(i.e.,translationdifferences on items whose fair value gain or loss is recognised in OCI or Statement of Profit and Loss are also recognisedinOCIorStatementofProfitandLoss,respectively).

r.

Recentpronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time.On March 23,2022, MCAamendedtheCompanies(IndianAccountingStandards)AmendmentRules,2022,applicablefrom April1,2022,asbelow:

Ind AS 16 – Property,Plant & Equipment- Proceeds before intended use : The amendment clarifies that excess net sales proceeds of items produced over the cost of testing,if any,shall not be recognized in the profit or loss but deducted from the directly attributable costs considered as part of cost of an item of property, plant and equipment.The effective date for adoption of this amendment is annual

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

periodsbeginningonorafter1stApril,2022.

Ind AS 37 – Provisions,contingent liabilities and contingent assets- Onerous Contracts - Costs of FulfillingaContract Theamendmentspecifiesthatthe‘costoffulfilling’acontractcomprisesthe‘costs thatrelatedirectlytothecontract’.Coststhatrelatedirectlytoacontractcaneitherbeincrementalcosts offulfillingthatcontract(exampleswouldbedirectlabour,materials)oranallocationofothercoststhat relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property,plant and equipment used in fulfilling that contract.The effective date for adoption of this amendment is annual periods beginning on or after 1st April, 2022, although early adoption is permitted.

IndAS103–BusinessCombinations-ReferencetoConceptualFramework Theamendmentaddsa newexceptionininIndAs103forLiabilitiesandContingentLiabilities.

Ind AS 109 – Financial Instruments -Annual Improvements to Ind AS (2021) The amendment clarifies which fees an entity includes when it applies the ‘10 percent’ test in assessing whether to derecognise a financial liability. An entity includes only fees paid or received between the entity (the borrower)andthelender,includingfeespaidorreceivedbyeithertheentityorthelenderontheother’s behalf.

TheGroupisintheprocessofevaluatingtheimpactoftheseamendments.

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

|3A
as
st
2
. Property,Plant & Equipment
on 31
March,202
(
)
**in lakhs**|**Gross Carrying Block**<br>**Depreciation**<br>**Net Carrying Value**|**As at 31st**<br>**March,**<br>**21**<br>**20**|14.38<br>1,764.41<br>127.06<br>5,109.72<br>7.50<br>28.19<br>137.30|**7,188.56**|**3A**<br>**as**<br>**st**<br>**1**<br>**. Property,Plant & Equipment**<br>**on 31**<br>**March,202**<br>**(**<br>**)**<br>in lakhs|Gross Carrying Block
Depreciation
Net Carrying Value|As at 31st
March,
20
20|14.38
1,702.95
138.75
5,277.33
8.88
20.25
184.86|7,347.40|
|---|---|---|---|---|---|---|---|---|---|
|||As at 1st
21
April,20
Additions
Deduction
on
Disposals
As at 31st
March,
2
202
Depreciation
charge for
the Period
Adjustment
As at 31st
March,
21
20
As at 31st
March,
2
202
As at 31st
March,
2
202
Deduction
on
Disposals|14.38
14.38
-
-
-
14.38
1,886.92
1,886.92
122.51
36.73
159.24
1,727.68
182.60
15.75
198.35
55.54
11.35
66.89
131.46
6,185.53
1,604.70
153.33
7,636.90
1,075.81
375.90
45.56
1,406.15
6,230.75
16.21
2.68
18.89
8.71
0.62
9.33
9.56
67.46
20.59
88.05
39.27
10.08
49.35
38.70
284.28
28.38
312.66
146.98
22.81
169.79
142.87|8,637.38
1,672.10
153.33
10,156.15
1,448.82
457.49
-
45.56
1,860.75
8,295.40|||As at 1st
20
April,20
Additions
Deduction
on
Disposals
As at 31st
March,
1
202
Depreciation
charge for
the Period
Adjustment
As at 31st
March,
20
20
As at 31st
March,
1
202
As at 31st
March,
1
202
Deduction
on
Disposals|14.38
14.38
-
-
14.38
-
-
-
1,790.59
96.33
-
1,886.92
87.64
34.87
-
122.51
1,764.41
182.60
-
-
182.60
43.85
11.69
-
55.54
127.06
6,016.70
178.13
9.30
6,185.53
739.37
338.47
2.03
1,075.81
5,109.72
15.83
0.38
-
16.21
6.95
1.76
-
8.71
7.50
51.99
15.47
-
67.46
31.74
7.53
-
39.27
28.19
327.79
9.16
52.67
284.28
142.93
34.65
30.60
146.98
137.30|8,399.88
299.47
61.97
8,637.38
1,052.48
428.97
-
32.63
1,448.82
7,188.56|
|||Particulars|Freehold Land
Buildings
Plant & Equipments
Research & Development
Others
Furniture & Fixturres
Office Equipment
Vehicles|Total|||Particulars|Freehold Land
Buildings
Plant & Equipments
Research & Development
Others
Furniture & Fixturres
Office Equipment
Vehicles|Total|
|||||||||||

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

3B Capital Work In Progress as on 31st March,2022
(
)
`in lakhs
As at 31st
1
March, 202
1,132.46 1,132.46 3B Capital Work In Progress as on 31st March,2021 As at 31st
0
March, 202
295.12
25.96
321.08 3B.1 Capital Work in Progress (CWIP) ageing schedule as on 31st March,2022
As on 31st March 2022
Particulars
<1 Year
1 - 2 Years
> 3 Years
Total
- Projects in Progress
315.11
-
-
315.11
- Projects temporarily suspended
-
-
-
-
Total
315.11
-
-
315.11
As on 31st March 2021
Particulars
<1 Year
1 - 2 Years
> 3 Years
Total
- Projects in Progress
315.11
-
-
315.11
- Projects temporarily suspended
-
-
-
-
Total
315.11
-
-
315.11
As on 31st March 2021
Particulars
<1 Year
1 - 2 Years
> 3 Years
Total
- Projects in Progress
315.11
-
-
315.11
- Projects temporarily suspended
-
-
-
-
Total
315.11
-
-
315.11
As on 31st March 2021
Particulars
<1 Year
1 - 2 Years
> 3 Years
Total
- Projects in Progress
315.11
-
-
315.11
- Projects temporarily suspended
-
-
-
-
Total
315.11
-
-
315.11
As on 31st March 2021
As at 31st
March, 2022
-
-
-
-
-
-
-
-
-
315.11
-
-
-
-
-
-
-
-
-
315.11
As at 31st
1
March, 202
-
-
-
-
-
-
-
-
-
1,132.46
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,132.46
<1 Year
1 - 2 Years
> 3 Years
Total
315.11
-
-
315.11
-
-
-
-
315.11
-
-
315.11
990.39
142.07
-
1,132.46
-
-
-
-
990.39
142.07
-
1,132.46
Plant & Equipment under Installation Total Plant & Equipment under Installation
Buildings
Total Particulars - Projects in Progress - Projects temporarily suspended Total - Projects in Progress - Projects temporarily suspended Total

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

|Gross Carrying Block
Amortisation
Net Carrying Value|As at 31st
March,
21
20|2.73|2.73||3C Intangible Assets as on 31st March 2021|Gross Carrying Block
Amortisation
Net Carrying Value|As at 31st
March,
20
20|2.
82|82
2.|3D Right to use - Lease as on 31st March,2022
(
)
**in lakhs**|**Gross Carrying Block**<br>**Amortisation**<br>**Net Carrying Value**|**As at 31st**<br>**March,**<br>**21**<br>**20**|111.23|111.23|**3D Right to use - Lease as on 31st March,2021**<br>**(**<br>**)**<br>in lakhs|Gross Carrying Block
Amortisation
Net Carrying Value|As at 31st
March,
20
20|113.88|113.88|3D.1 Leasehold land is for the period of 95 years commencing from 1st August ,1968 and renewable for a further period of 95 years at the option of the Company.
Notes :
The above property,plant and equipment are subject to first pari passu charge on the non current loans from banks and second pari passu charge on the working capital
loans,both present and future (refer note 15.1).|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
||As at 1st
21
April,20
Additions
Deduction
on
Disposals
As at 31st
March,
2
202
Amortisation
charge for
the Year
As at 31st
March,
21
20
As at 31st
March,
2
202
As at 31st
March,
2
202
Deduction
on
Disposals|11.28
-
-
11.28
8.55
-
-
8.55
2.73|11.28
-
-
11.28
8.55
-
-
8.55
2.73||||As at 1st
20
April,20
Additions
Deduction
on
Disposals
As at 31st
March,
1
202
Amortisation
charge for
the Year
As at 31st
March,
20
20
As at 31st
March,
1
202
As at 31st
March,
1
202
Deduction
on
Disposals|11.28
-
-
11.28
8.
-
8.55
2.73
46
0.09|46
11.28
-
-
11.28
8.
-
8.55
2.73
0.09|||As at 1st
21
April,20
Additions
Deduction
on
Disposals
As at 31st
March,
2
202
Amortisation
charge for
the Year
As at 31st
March,
21
20
As at 31st
March,
2
202
As at 31st
March,
2
202
Deduction
on
Disposals|124.48
-
-
124.48
13.25
-
2.65
15.90
108.58|1
2.65
15.90
108.58
24.48
-
-
124.48
13.25
-|||As at 1st
20
April,20
Additions
Deduction
on
Disposals
As at 31st
March,
1
202
Amortisation
charge for
the Year
As at 31st
March,
20
20
As at 31st
March,
1
202
As at 31st
March,
1
202
Deduction
on
Disposals|124.48
-
-
124.48
10.60
2.65
13.25
111.23
-|124.48
-
-
124.48
10.60
2.65
-
13.25
111.23||
||Particulars|Software|Total (c)||||Particulars|Software|Total (c)|||Particulars|Leasehold Land (Refer Note 3 . below)
D 1|Total (c)|||Particulars|Leasehold Land (Refer Note 3 . below)
D 1|Total (c)||

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

|Non Current Investments
(
)
**in lakhs**|**Non Current Investments**<br>(<br>)<br> in lakhs|Non Current Investments
(
)
` in lakhs|
|---|---|---|
|No.of Shares
Face Value
(fully paid
up)
Amount
Particular
Sr.
No.
Extent of
Holding
(%)|||
|March,
20 2
2
March,
2021
March,
2021
March,
20 2
2|March,
20 2
2|March,
2021|
|(1)
(2)
(3)
(4)
(5)
(6)
(7)||(8)|
|(a) Investments measured at Fair Value
Through amortized cost
Other Investment
Government Securities(NSC)|0.02|0.02|
|Total|0.02|0.02|
|Aggregate amount of unquoted investments|0.02|0.02|

5 Other Non-Current Financial Assets

Other Non-Current
Assets
Financial
Particulars
nsecured,considered good :
a)
Capital Advances
)
Other receivables from related parties.
b
)
Prepaid Expenses
c
Total
Other Non-Current Assets
Particulars
Security Deposits
Total
As at 31st
As at 31st
2
March,
21
March,20
20
2
62.12
60.65
62.12
60.65
As at 31st
As at 31st
2
21
March,20
March,20
2
51.59
55.99
225.00
150.00
5.19
25.17
231.16
281.78

7 Inventories : (Valued & Certified by the Management) Particulars As at 31st March,20


Inventories : (Valued & Certified by the Management)
Particulars

Raw Materials
Goods-in-transit

Materials for Repacking
Goods-in-transit
Work-in-progress

Finished goods - for Trade
Goods-in-transit

Finished goods
Stores and spares,Packing Material and Fuel
otal
As at 31st March,20
As at 31st March, 20
2
21
2
820.48
1,356.91
158.22
807.59
978.70
2,164.50
790.73
1,162.81
985.18
933.60
2,096.41
1,775.91
541.41
587.02
587.02
541.41
19.93
37.43
35.09
95.47
132.90
55.02
1,765.72
3,392.25
1,765.72
3,392.25
266.58
279.22
266.58
279.22
978.70
1,775.91
541.41
55.02
1,765.72
266.58
8,652.30 5,383.34

Total

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

8 Trade Receivables
Particulars
Current - Unsecured
Trade Receivables considered good - Secured
Trade Receivables considered good - Unsecured
Trade Receivables which have significant increase in Credit Risk
Trade Receivables - credit Impaired
Less :
for bad and doubtful debts
Allowance
Total
(
)
` in lakhs
As at 31st
As at 31st
2
21
March,20
March,20
2
-
-
10,229.93
8,895.06
-
-
1.61
1.61
10,231.54
8,896.67
1.61
1.61
10,229.93
8,895.06

8.1 Ageing Schedule of Trade Receivable

Particulars Outstanding Outstanding for the current current current period from due date of period from due date of period from due date of period from due date of Payment Payment
Less than 6 6 Months to 1 to 2 2 to 3 More than
Months 1 Year Year s Years 3 Years Total
( )
i
Undisputed Trade receivable - Considered Good 10,137.65 80.69 5.62 0.31 5.66 10, 229.93
(ii) Undisputed Trade receivable - Which have
significant increase in credit risk - - - - - -
(iii) Undisputed Trade receivable - Credit impaired - - - - - -
(iv) Disputed Trade receivable - Considered Good - - - - - -
(v) Disputed Trade receivable - Which have significant
increase in credit risk - - - - 1.61 1.61
(vi) Disputed Trade receivable - Credit impaired - - - - - -
Total 10,137.65 80.69 5.62 0.31 7.27 10,231.54
Particulars Outstanding Outstanding for the Previous Previous Previous period from due date period from due date period from due date of Payment
Less than 6 6 Months to 1 to 2 2 to 3 More than
Months 1 Year Year s Years 3 Years Total
(
i)
Undisputed Trade receivable - Considered Good 8,757.63 95.01 29.59 4.29 8.54 8,895.06
(ii) Undisputed Trade receivable - Which have
significant increase in credit risk - - - - - -
(iii) Undisputed Trade receivable - Credit impaired - - - - - -
(iv) Disputed Trade receivable - Considered Good - - - - - -
(v) Disputed Trade receivable - Which have
significant increase in credit risk - - - - 1.61 1.61
(vi) Disputed Trade receivable - Credit impaired - - - - - -
Total 8,757.63 95.01 29.59 4.29 10.15 8,896.67

9 Cash and Cash Equivalents

Particulars
Cash and Cash Equivalents
(i) Balances with Banks
In Current Accounts
In cash credit Accounts
iii) Cash on hand
Total
As at 31st March,20
As at 31st March, 20
2
21
2
305.66
3081.19
1509.01
9.52
16.00
331.18
4,52
4,594.72
331.18
4,594.72

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

10 Other Balances with Bank

articulars
Earmarked Balances with Banks
Balance in Unclaimed Dividend Accounts
Fixed Deposits with banks (to the extent held as margin money
for Letters of Credits,Guarantees and other commitments)
otal
As at 31st March,20
As at 31st March, 20
2
21
2
18.31
16.17
213.73
232.04
217.35
233.52
232.04
233.52
articulars
nsecured and Considered Good
nterest receivable on Fixed Deposits
laims and other Receivables
ecurity Deposits
otal
Other Financial Assets
As at 31st
As at 31st
2
March,20 2
March,20 1
2
48.69
32.71
2.74
9.06
19.95
29.88
71.65
71.38
articulars
xport Incentive Receivables
alances with Excise/GST Authorities
AT Refund Receivables
repaid Expenses
dvance to Suppliers
ther Advances
otal
Other
Assets
Current
As at 31st
As at 31st
2
21
March,20
March,20
2
410.85
207.71
1,449.22
1327.11
104.36
104.34
67.42
126.45
519.19
697.33
7.39
6.75
2,469.69
2,558.43

13 Equity Share Capital

Particulars

Authorised

Equity Shares of ` 2 each Total Equity Shares

Preference Shares of ` 100 each

Total Preference Shares Total Autorised share Capital

Issued,Subscribed & Paid up Equity Shares of ` 2 each fully paid up

Total

As at 31st March, 20 2
2
As at 1st
3
, 20
March
21
Number Amount Number Amount
6,75,00,000 1,350.00 6,75,00,000 1,350.00
6,75,00,000 1,350.00 6,75,00,000 1,350.00
2,51,000 251.00 2,51,000 251.00
2,51,000 251.00 2,51,000 251.00
6,77,51,000 1,601.00 6,77,51,000 1,601.00
5,50,20,000 1,100.40 5,50,20,000 1,100.40
5,50,20,000 1,100.40 5,50,20,000 1,100.40

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

Note:

The Authorized Share Capital of the Company stands increased after adding the Authorized Share Capital of APL Engineering Services Pvt Ltd (wholly owned subsidiary Company, which now stands amalgamated) with the CompanypursuanttotheOrderofAmalgamationdated22ndMarch2017passedbytheHon.NationalCompanyLaw Tribunal,GuwahatiBench,Assam.

13.1 Right,PreferenceandRestrictionsattachedtoEquityShares

The Company has only one class of equity shares having par value of � 2 per share.Each Shareholder is entitled to one vote per share.In the event of liquidation of the Company the holder of equity shares will be entitled to receive any of the remaining assets of the Company after distribution of all preferential payments. However, no such preferential amountexistscurrently.Thedistributionwillbeinproportiontothenumberofequitysharesheldbytheshareholders. The dividendproposedbytheBoardofDirectorsissubjecttotheapprovaloftheshareholdersintheensuringAnnual General Meeting,The Board of Directors at their Meeting held on May 23,2022 has recommended a final Dividend of 20%(40paisepershareofFaceValue ` 2/-each)fortheyearendedMarch31,2022.

13.2 Reconciliation of numbers of Equity Shares

1 .2 Reconciliation of numbers of Equity Shares
3
Particulars
Shares outstanding at the beginning of the year
Issued during the year
Shares outstanding at the end of the year
As at 31st March,20
As at 1st
,20
2
3
March
21
2
Number
Amount
Number
Amount
5,50,20,000
1,100.40
5,50,20,000
1,100.40
-
-
-
-
5,50,20,000
1,100.40
5,50,20,000
1,100.40

13.3 Details of members holding Equity Shares more than 5%

Name of Shareholder
Hemant Kumar Ruia
Multiwyn Investments & Holdings Pvt.Ltd.
India Carbon Limited
Chefair Investment Pvt.Ltd.
2
21
As at 31st March,20
As at 31st March,20
2
No.of Shares
% of
No.of Shares
% of
held
Holding
held
Holding
2,19,98,930
39.98%
2,19,98,930
39.98%
1,20,64,770
21.93%
1,20,64,770
21.93%
69,90,000
12.70%
69,90,000
12.70%
50,80,000
9.23%
50,80,000
9.23%

13.4 Details of the Shares held by Promoters at the end of the year

Name of Shareholder
Hemant Kumar Ruia
Multiwyn Investments &
Holdings Pvt.Ltd.
Chefair Investment Pvt.Ltd.
Shalini Ruia
Yashvardhan Ruia
2
3
March
21
As at 31st March,20
As at 1st
,20
2
% Changed
% Changed
No.of Shares
% of
No.of Shares
% of
during the
during the
held
Holding
held
Holding
Period
Period
2,19,98,930
39.98%
-
2,19,98,930
39.98%
-
1,20,64,770
21.93%
-
1,20,64,770
21.93%
-
50,80,000
9.23%
-
50,80,000
9.23%
-
11,11,050
2.02%
-
11,11,050
2.02%
-
2,000
0.004%
-
2,000
0.004%
-

13 5. Aggregate number of shares allotted as fully paid up by way of bonus shares (during 5 years immediately preceding 31 March 2022) : NIL

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

Other Equity

. Capital Reserve
Opening Balance
Closing Balance
. Debenture Redemption Reserve
Opening Balance
Add :Transfer from Statement of Profit & Loss
Closing Balance
Retained Earnings
Opening balance
Add:Profit for the year
Less : Appropriations
Transfer to Debenture Redemption Reserve
Income Tax for earlier years
Dividend
Closing Balance
Other Comprehensive Income (OCI)
Opening balance
Add:Movement in OCI (Net) during the year
Foreign Currency Translation Reserve
Opening balance
Add:Movement in OCI (Net) during the year
Total
articulars
ecured-At amortised cost
(i)
Debentures :
Redeemable Non Convertible
(ii)
Term loans :
From a bank
(iii) Vehicle Loans :
From Banks & Other Financial Institutions
otal
nsecured -At amortised cost
(i)
Deposits :
From Members
Total
Non Current Borrowings

Particulars*
0.05
0.05
3
As at 31st
As at 1st
2
21
March, 20
March, 20
2
(
in lakhs)
`
0.05
0.05
167.00
200.40
33.40
33.40
233.80
200.40
9,617.26
12,841.87
3,259.38
2,385.74
33.40
33.40
0.30
1.37
220.08
-
14,973.83
12,841.87
(77.40)
(67.83)
(13.50)
9.57
(
)
(
)
81.33
67.83
2.12
0.84
(1.28)
(1.
)
06
(0.22)
0.84
15,126.14
12,975.34
1,327.88
1,327.88
283.51
559.61
30.63
15.46
As at 31st
As at 31st
2
21
March, 20
March, 20
2
1,642.02
1,902.95
910.00
844.50
2,552.02
2,747.45

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

*** Note:**

  • (i) 133513%NonConvertibleDebenturesof 1Laceachhavebeenissuedwhichareredeemableatparattheendof 10yearsfromdateofallotment,viz24-03-2025for 740.00 lakhs & 31-03-2025 for ` 595.00 lakhs. The company has anoptiontoredeemthesedebentureearlier;however,noredemtionwilltakeplacebeforetheendof1styear.

  • (ii) TheabovedebenturesholdersshallgetparipassuchargeonassetsallocatedatLand&Buildingofthecompanyat SurveyNo49, VillageVadval,TalukaKhaopli,Dist.Raigad,Maharastra.

1 .1 Repayment & other terms of the Borrowings
at 31st March,20
are as follows :
5
as
2
2
Repayment terms as at 31st March,20 2
2
Nature of Security
Rate of Interest
Total
Within 1 Year
Above 1 Year
Secured Loans :
Term Loan from Bank
Secured by First Charge on specific assets created
9.95% p.a.
559.51
276.00
283.51
out of this loan and first pari passu charge on entire
fixed assets (land,building,plant & machinery)
present and future excluding specific assets
created out of this loan and is also personally
guaranteed by Managing Director of the Company.
Sanctioned Term Loan of
1400 Lakhs,repayable in
<br>ed<br>18 quarterly installments start<br>from June 2019 and<br>last installment due in September 2023.<br>**Vehicle Loans**<br>Secured against hypothecation of Vehicles purchased.<br>**8% to 9%**<br>**42.22**<br>**11.59**<br>**30.63**<br>**Total**<br>**601.73**<br>**287.59**<br>**314.14**<br>**1 .**<br>**Repayment & other terms of the Borrowings as at 31st March,20**<br>**are as follows :**<br>**5 2**<br>**21**<br>**Repayment terms as at 31st March,2021**<br>**Nature of Security**<br>**Rate of Interest**<br>**Total**<br>**Within 1 Year**<br>**Above 1 Year**<br>**Secured Loans :**<br>**Term Loan from Bank**<br>Secured by First Charge on specific assets created<br>10.75%<br>276.00<br>835.61<br>559.61<br>p.a.<br>out of this loan and first pari passu charge on entire<br>fixed assets (land,building,plant & machinery)<br>present and future excluding specific assets<br>created out of this loan and is also personally<br>guaranteed by Managing Director of the Company.<br>Sanctioned Term Loan of<br>1400 Lakhs,repayable in<br>
18 quarterly installments starting from June 2019 and
last installment due in September 2023.
Vehicle Loans
Secured against hypothecation of Vehicles purchased.
10% to 12%
33.11
17.65
15.46
1 .1 Repayment & other terms of the Borrowings
at 31st March,20
are as follows :
5
as
2
2
Repayment terms as at 31st March,20 2
2
Nature of Security
Rate of Interest
Total
Within 1 Year
Above 1 Year
Secured Loans :
Term Loan from Bank
Secured by First Charge on specific assets created
9.95% p.a.
559.51
276.00
283.51
out of this loan and first pari passu charge on entire
fixed assets (land,building,plant & machinery)
present and future excluding specific assets
created out of this loan and is also personally
guaranteed by Managing Director of the Company.
Sanctioned Term Loan of
1400 Lakhs,repayable in
<br>ed<br>18 quarterly installments start<br>from June 2019 and<br>last installment due in September 2023.<br>**Vehicle Loans**<br>Secured against hypothecation of Vehicles purchased.<br>**8% to 9%**<br>**42.22**<br>**11.59**<br>**30.63**<br>**Total**<br>**601.73**<br>**287.59**<br>**314.14**<br>**1 .**<br>**Repayment & other terms of the Borrowings as at 31st March,20**<br>**are as follows :**<br>**5 2**<br>**21**<br>**Repayment terms as at 31st March,2021**<br>**Nature of Security**<br>**Rate of Interest**<br>**Total**<br>**Within 1 Year**<br>**Above 1 Year**<br>**Secured Loans :**<br>**Term Loan from Bank**<br>Secured by First Charge on specific assets created<br>10.75%<br>276.00<br>835.61<br>559.61<br>p.a.<br>out of this loan and first pari passu charge on entire<br>fixed assets (land,building,plant & machinery)<br>present and future excluding specific assets<br>created out of this loan and is also personally<br>guaranteed by Managing Director of the Company.<br>Sanctioned Term Loan of<br>1400 Lakhs,repayable in<br>
18 quarterly installments starting from June 2019 and
last installment due in September 2023.
Vehicle Loans
Secured against hypothecation of Vehicles purchased.
10% to 12%
33.11
17.65
15.46
276.00
835.61
559.61
33.11
17.65
15.46
Total 868.72
293.65
575.07

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

1
Non current Provisions
6
( ` in lakhs)
Particulars As at 31st As at 31st
2
March, 20
2
21
March, 20
Leave Encashment (Non Funded) 53.57 53.67
Total 53.57 53.67
1
Income Tax
7
A) Income Tax Expenses
A reconciliation of the income tax provision to the amount computed by applying the statutory income tax
rate to the income before income taxes is as below :
Particulars As at 31st As at 31st
2
March,20
2
21
March,20
Profit before tax 3,217.07 4,394.44
Indian statutory income tax rate 25.17% 25.17%
Expected income tax expense 809.74 1,106.08
Income exempt from tax/Items not deductible 21.59 28.98
Deferred Tax Reversal - -
- -
Tax expense as reported 831.33 1,135.06
B) Deferred Tax Assets / Liabilities (net)
Particulars As at 31st As 3
at 1st
2
March,20
2
21
March,20
Deferred Tax Liabilities : 709.33 634.39
Deferred Tax Assets : (
)
3 .
6 53
43
(33.
)
Total Deferred Tax Liabilities (Net) 672.80 600.96
Movement in Deferred Tax Assets and Liabilities as at March 31,20
22
is as below :
Particulars Balance as at Recognised/ Balance as at
21
April 1,20
(reversed) March 31,
statement of 2
202
profit and loss
Deferred tax liabilities :
Depericiation 632.88 75.18 708.06
Other 1.51 (0.24) 1.27
634.39 74.94 709.33
Deferred tax assets :
Expenses allowed in the year of payment 33.43 3.10 36.53
33.43 3.10 36.53
Net Deferred Tax Liabilities 600.96 71.84 672.80

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

18 Borrowings-Current

1
Borrowings-Current
8
Particulars
Secured -At Amortised Cost
Working Capital Facilities From Banks :
a)
State Bank of India
b)
Bank
Canara
c)
HDFC Bank
Working Capital Loans, granted under Consortium Lending Arrangement,
are Secured by a First pari passu charge on all the Current Assets of the
Company namely Stocks of Raw Materials, Packing Material, Stocks in
Process, Semi-Finished and Finished Goods, Stores and Spares, not relating
toPlantandMachinery(consumablestoresandspares),billsreceivablesand
book debts and other movables,present and future.First pari passu charge
by way of mortgage of Leasehold Land and building and other fixed
assets of the Company, situated at Plot No.D-21 and D-21A at MIDC,Turbhe
and Factory Land and building and other fixed assets of the Company,
situated at Vadval, District Raigad as continuing /collateral security and is
alsopersonallyguaranteed byManagingDirectoroftheCompany.
d)
Current maturities of Long-Term Borrowings (Refer Note 1 .1)
5
Total
As at 31st
As at 1st
3
2
21
March,20
March, 20
2
3438.30
3644.51
-
-
930.17
676.63
287.59
293.65
(
in lakhs)
`
4,656.06
4,614.79
18.1
Quarterly returns or statements of current assets filed by the Company with banks or financial institutions
18.1
Quarterly returns or statements of current assets filed by the Company with banks or financial institutions
18.1
Quarterly returns or statements of current assets filed by the Company with banks or financial institutions
areinagreementwiththebooksofaccounts.
18.2
TheCompanyhassatisfiedallthecovenantsprescribedintermsofborrowings.
19 Trade Payables
Particulars As at 31st As at 1st
3
2
March,20
2
021
March, 2
Micro,Small and Medium Enterprises * 33.45 136.73
Others 5,953.87 7,235.24
Total 5,987.32 7,371.97
19.1 Disclosure in accordance with section 22 of the Micro,Small and Medium Enterprises Development Act,2006.
Particulars As at 31st As at 31st
2
March,20
2
21
March,20
Principal amount due to suppliers registered under the MSMED Act and
remaining unpaid as at year end 33.45 136.73
Interest dueto suppliers registered under the MSMED Act and remaining unpaid
as at year end - -
Principal amounts paid to suppliers registered under the MSMED Act,beyond the
appointed day during the year - -
Interest paid,other than under Section 16 of MSMED Act,to suppliers registered
under the MSMED Act,beyond the appointed day during the year - -
Interest paid,under Section 16 of MSMED Act,to suppliers registered under
the MSMED Act,beyond the appointed day during the year - -
Interest due and payabletowards suppliers registered under MSMED Act,for
payments already made - -
Further
for earlier years
interest remaining due and payable
- -

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

*** Note :-**

The above information regarding dues to Micro & Small Enterprises has been determined to the extent such parties havebeenidentifiedonbasisofinformationcollectedwiththeCompany.Thishasbeenrelieduponbytheauditor.

19.2 TradePayable include **15lakhs** (PreviousYear 15 lakhs)beingtheamountofacceptancesofBillsofExchange bytheCompany,drawnbytheSuppliers.

19 3. Ageing Schedule of Trade Payables

( ` in lakhs )

19
.
3
Payables
Ageing Schedule of Trade
)
` in lakhs
Particulars Outstanding for the current period from due date of Payment
Less than 1 to 2 2 to 3 More than Total
1
Year
s
Year
Years 3 Years
( )
i
MSME 33.45 - - - 33.45
(ii) Others 5,949.42 0.42 - 4.03 5,953.87
(iii) Disputed dues - MSME - - - - -
(iv) Disputed dues - Others - - - - -
Total 5,982.87 0.42 - 4.03 5,987.32
Particulars Outstanding for the previous previous previous period from due date of Payment
Less than 1 to 2 2 to 3 More than Total
1
Year
s
Year
Years 3 Years
( )
i
MSME 136.73 - - - 136.73
(ii) Others 7,22 .
4 20
3.72 - 7.32 7,23 .2
5
4
(iii) Disputed dues - MSME - - - - -
(iv) Disputed dues - Others - - - - -
Total 7,3
60.93
3.72 - 7.32 7,3
71.97

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2022

Particulars
Unclaimed Dividends (Refer Note Below)
Interest Accrued but not due on borrowings
Deferred Debenture Issue Expenses
Deposits from Dealers and Agents
Statutory Dues
Employees Related
Total
2 Other Financial Liabilities
0
As at 31st
As at 31st
2
21
March,20
March,20
2
18.31
16.17
7.16
5.31
3.08
4.02
11.51
11.38
92.25
63.73
14.82
16.37
119.12
144.99
(
)
` in lakhs

Note : There are no amounts due for payment to the Investor Education and Protection Fund u/s 125 of TheCompaniesAct, 2013asattheyearend.

21 A Current Provisions Particulars

(a) Provision for employee benefits Leave Encashment ( Non- Funded)

Total

As at 31st As at 31st
2
March,2
02
21
March,20
51.43 57.22
51.43 57.22

21 B Current Tax Liabilities Particulars Current Income Tax Liabilities (Net) Total

As at 31st As at 31st
2
March,20
2
21
March,20
82.67 114.15
82.67 114.15

22 Other Current Liabilities Particulars

Particulars
Advance from Customers
Others
Total
As at 31st
As at 31st
2
21
March,20
March,20
2
598.33
732.94
-
2.07
600.40
732.94

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

23 Revenue from Operations

Particulars

Sale of Products Gross Sale of Services Export Incentives Total

For the year ended For the year ended For the year ended For the year ended For the year ended
31st March,20 2 2 31st March,20 21
56,159.98 43,823.60
159.29 65.44
(1.86) 300.57
56,317.41 44,189.61

24 Other Income

Other Income
Cost of Materials Consumed

ening Stock
urchase
osing Stock
nsumption of Raw Materials including repacked
cking Material
tal
rchases of Stock-in-Trade
rticulars
erest Income
her Income
her non-operating income
tal
For the year ended
For the year ended
2
21
31st March,20
31st March,20
2
11.91
13.35
471.81
455.52
2.34
46.15
519.47
486.51
2,654.79
2,754.61
25,977.95
40,416.75
(2,754.61)
(4,260.91)
38,910.45
25,878.13
1,330.41
1,432.23
40,342.68
27,208.54
1,712.73
450.06

Particulars

Interest Income Other Income Other non-operating income Total

26 Changes in Inventories of Finished Goods & Stock-in-Process and Stock-in-Trade

pening Stock :
nished Goods
ock-in-Process
aded Goods
tal
osing Stock
nished Goods
ock- in-Process
aded Goods
tal
ange in Inventroies
2,069.15
1,765.72
929.70
541.41
61.31
55.02
2,362.15
3,060.16
1,765.72
3,392.25
541.41
587.02
55.02
132.90
4,112.17
2,362.15
(1,750.02)
698.01

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

27 Employee Benefits Expenses Particulars

Salaries,Wages,Bonus,Benefits & Amenities Contributions to Provident Fund and Other Funds Employee Welfare Expenses

Sub -Total

Remeasurement of post employment benefit obligations through Other Comprehensive Income (OCI)

Total

||||(
in lakhs)
|(<br>in lakhs)<br>|
|---|---|---|---|---|
|For the year ended|||For the year ended||
|31st March,20|2|2|31st March,20|21|
|1,510.94|||1,359.01||
|72.53|||67.52||
|126.94|||103.64||
|1,710.41|||1,530.17||
|13.50|||(12.79)||
|1,723.91|||1,517.38||

28 Finance Costs

Interest

On Working Capital (Net) On Term Loan On Others On Debentures Other Finance Costs Total

416.51 419.55
77.06 104.01
95.48 88.85
174.49 174.38
116.65 174.44
880.19 961.23

29 Other Expenses

29 Other Expenses
A Other Manufacturing Expenses
Power and fuel
Research & Development Expenses
Laboratory Expenses
Repairs to Machinery
Repairs to Buildings
Total (A)
B Administrative,Selling & Other Expenses
Rent
Rates and Taxes
Repairs & Maintenance Others
Insurance
Conveyance & Vehicle Expenses
Commission on Sales
Freight Outward
Auditors' Remuneration
Audit fees
Tax Audit Fees
Certification work
Director's sitting Fees
CSR Expenses
Miscellaneous Expenses
Total (B)
Total (A+B)
5,018.81
2,860.33
113.01
126.62
55.79
75.78
417.19
469.16
32.41
20.69
5,711.07
3,478.73
29.93
26.51
13.41
20.72
50.42
71.74
110.82
121.41
81.79
74.98
2,934.16
1,122.52
1,450.36
2,184.04
3.15
3.36
0.50
0.50
1.17
3.45
7.31
4.82
1.58
1.58
54.75
68.73
811.96
873.85
4,573.38
5,544.00
10,284.45
9,022.73

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022 v

3
Contingent Liabilities and commitments (to the extenet not provided for)
0
( ` in lakhs)
Particulars As at 31st As at 1st
3
March,20 2
2
March
21
, 20
Contingent Liabilities
Claims against the Company/disputed liabilities not acknowledged as debt.
i) Disputed Customer Claims 5.14 5.14
Where Company is in Appeal
ii)
Disputed Sales Tax / VAT Matters
39.63 39.63
iii) Disputed Excise & Service Tax Matters 385.60 385.60
iii) Disputed Income Tax Matters 571.21
iv) Guarantees Issued by Banks 610.91 453.62
v) Letter of Credit Unexpired 546.90 1,316.77

31 Capital Commitments :

The estimated amount of contracts remaining to be executed on capital account (Net of Advances) and not provided for 160.00 608.11

32 Research & Development Expenses :

2 Research & Development Expenses :
Particulars 20 21 - 20
2
2 20 20
- 20
21
**a) ** The following are included under Research & Development Expenses
in the Statement of Profit and Loss :
i) Salaries,Wages and Bonus 103.40 91.23
ii) Contribution to Provident and other funds 4.82 4.
31
iii) Conveyance & Vehicle Expenses 2.47 2.
28
iv) Legal and Professional Fees 8.42 7.65

TheCompanyhasincurredrentalexpensestowardsshort-termleasesandleasesoflow-valueassets.

33 Leases

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

34 Disclosure in Respect of Related Parties pursuant to INDAS-24 "Related Party Disclosures", are given below :

  • A List of Related Parties

  • a) Member having significant influence over the Company Multiwyn Investments & Holdings Private Limited

  • b) Key Management Personnel (including non Executive Directors) Mr.Hemant Kumar Ruia - Chairman & Managing Director

Mr.Yashvardhan Ruia -Executive Director

Dr.P.H.Vaidya - Non Executive & Independent Director

  • Mr.A.S.Nagar - Non Executive & Independent Director

Mr.B.M.Jindel - Non Executive & Independent Director Ms.Nimisha Dutia - Non Executive Director & Non Independent Director Mr.Ajay Puranik - President Legal & Company Secretary Mr.Pramod Sharma - Chief Financial Officer

  • c) Employee' benfitis plan where there is significant influence Amines & Plasticizers Limited Employee's Gratuity Fund

  • Amines & Plasticizers Limited Employee's Providend Fund

  • d) Entities over which any person described in (b) above is able to exercise significant influence Chefair Investment Pvt.Ltd.

Ruia Gases Private Limited

SMT.Bhagirathibai Manmal Gochar Trust

APL Infotech Limited (from 04.03.2020)

|B Details of Related Party Transactions for Current Year / (Previous Year) :
(
in lakhs)
|**B Details of Related Party Transactions for Current Year / (Previous Year) :**<br>(<br>in lakhs)<br>|B Details of Related Party Transactions for Current Year / (Previous Year) :
(
in lakhs)
`|
|---|---|---|
|Particulars
Nature Of Transaction|2021-22|2020-21|
|Managerial Remuneration
Mr.Hemant Kumar Ruia
Remuneration
Mr.Yashvardhan Ruia
Remuneration
Directors Sitting Fees (Independent Directors)
Dr.P.H.Vaidya
Directors Sitting Fees
Mr.A.S.Nagar
Directors Sitting Fees
Mr.B.M.Jindel
Directors Sitting Fees
Ms.Nimisha Dutia
Directors Sitting Fees
Mr.Ajay Puranik
Remuneration
Mr.Pramod Sharma
Remuneration
Contributions Paid during the year
Amines & Plasticizers Limited Employee's Gratuity Fund
Amines & Plasticizers Limited Employee's Providend Fund
Contributions Paid for the CSR
Smt.Bhagirathibai Manmal Ruia Gochar Trust
CSR Contribution
Installment of OTS Received
APL Infotech Limited|187.35
61.51
0.50
0.50
0.38
0.20
42.54
25.51
47.51
132.03
-
75.00|157.75
64.53
0.63
0.25
0.50
0.20
40.57
20.00
34.50
107.14
24.00
75.00|

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

|Outstanding balance in respect of Related parties as at 31st March,2022
(
in lakhs)
|**Outstanding balance in respect of Related parties as at 31st March,2022**<br>(<br>in lakhs)<br>|Outstanding balance in respect of Related parties as at 31st March,2022
(
in lakhs)
`|
|---|---|---|
|Particulars
Nature Of Transaction|2021-22|2020-21|
|APL Infotech Limited
Recoverable
Amines & Plasticizers Limited
Employee's Gratuity Fund
Payable
Amines & Plasticizers Limited
Employee's Providend Fund
Payable|150.00
35.50
-|225.00
47.50
19.39|

D Executive Directors compensation 20 -20
21
22
20 -20
20
21
Short- term employee benefits 248.86 222.28
Post- employment benefits 0.85 1.69

*Note:

i) Noamountsinrespectofrelatedpartieshavebeenprovidedfor/writtenoff/writtenbackduringtheyear.

ii) RelatedpartyrelationshipisasidentifiedbytheCompanyandrelieduponbytheAuditors.

t Profit available to Equity Shareholders for computation
Basic Earning & Diluted Earning Per Share ( in Lacs);
<br>eighted Average Number of Equity Shares<br>enominator in lakhs) for Basic Earning Per Share<br>eighted Average Number of Equity Shares<br>enominator in lakhs) for Diluted Earning Per Share<br>minal Value Per Share ( )<br>
sic and Diluted Earnings Per Share ( )
`
Earnings Per Share :
2,3
3,259
85.74
.38
550.20
550.20
550.20
550.20
2.00
2.00
21 -
2
20 - 2021
20
20
20
2
4.3
5.9
4
2

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

36 Disclosure as required by Indian Accounting Standard 19“Employee Benefits”: - In respect of Gratuity,defined benefit Plan (based on Actuarial Valuation)

( ` in lakhs)

In respect of Gratuity,defined benefit Plan (based on Actuarial Valuati on) (
in lakhs)
`
Description As at 31st As at 31st
March 2022 March 2021
**A. ** Expense recognised in the statement of Profit and Loss
In Income Statement
- Current Service Cost 18.78 57.73
- Interest Cost 20.00 15.75
- Expected return on plan assets (20.00) (15.75)
Net Cost 18.78 57.73
In Other Comprehensive Income
- Actuarial (Gain) / Loss 14.35 3.01
- Return On Plan Assets (0.64) (15.80)
Net (Income)/ Expense For the period Recognised in OCI 13.71 (12.79)
B. Actual return on plan assets
- Expected return of plan assets (20.00) (15.75)
- Actuarial (gain) / loss on plan assets 0.64 15.80
- Actual return of plan assets (19.36) 0.04
c. Net Asset / (Liability) recognised in the Balance Sheet
- Present value of the defined benefit obligations at the end of the period 152.73 145.45
- Fair value of plan assets at the end of the period (168.82) (103.61)
- Funded status (surplus / (deficit) (321.55) (249.06)
- Net Asset / (Liability) recognised in the Balance Sheet (321.55) (249.06)
**D. ** Change in Present value of Obligation during the year
- Present value of obligation at the beginning of the year 145.45 82.44
- Current Service Cost 18.78 13.63
- Past Service Cost - 44.11
- Interest Cost 20.00 15.75
- Benefits paid 45.85 13.48
- actuarial (gain) / loss on obligation (14.35) (3.01)
- Present value of obligation at the end of the year 152.73 145.45
E. Change in Assets during the year
- Fair value of plan assets as at beginning of the year (103.60) (90.17)
- Expected return on plan assets (20.00) (15.75)
- Contributions made - -
- Benefits paid 45.85 13.48
- actuarial (gains) / loss on plan assets (0.64) (15.80)
- Fair value of plan assets at the end of the year (168.82) (103.61)
F. Major categories of plan assets as a percentage of total plan
- Mutual Fund 90% 90%
- Goverrnment Bonds 10% 10%
**G. ** Actuarial Assumptions
- Discount rate 6.8 %
2
6.84%
- Expected rate of return on assets 6.8 %
2
6.84%
- Mortality Rate
Indian Indian
Assured Lives Assured Lives
(2006-08) (2006-08)
Ultimate Ultimate
- Future salary increases consider inflation,seniority, 3% 3
%
promotion and other relevant factors

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

The definebenefitplansexposetotheCompany toanumberofactuarialrisk

  • a) InvestmentRisk: Thepresentvalueofthedefinedbenefitplanliabilityiscalculatedusingadiscountratedetermined by reference to government/high quality bond yields;if the return on plan asset is below this rate,it will create a plan deficit.

  • b) Interest Risk : A decrease in the bond interest rate will increase the plan liability;however,this will be partially offset byanincreaseinthereturnontheplan’sdebtinvestments.

  • c) Salary Risk : The present value of the defined benefit plan liability is calculated by reference to the future salaries of planparticipants.Assuch,anincreaseinthesalaryoftheplanparticipantswillincreasetheplan’sliability.

  • d) Longevity Risk : The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment.An increase in the life expectancy of the planparticipantswillincreasetheplan’sliability.

Sensitivityanalysisof1%changeinassumptionused

Significant Actuarial Assumptions for the determination of the defined benefit obligation are discount rate,expected salary increase and employee turnover.The sensitivity analysis below, have been determined based on reasonable possible changes of the assumptions occurring at end of the reporting period ,while holding all other assumptions constant.TheresultofSensitivityanalysisisgivenbelow:

( ` in lakhs)
Description As at 31st As at 31st
2
March,20
2
21
March,20
Projected Benefit Obligation on Current Assumptions 300.37 293.29
Delta Effect of +1% Change in Rate of Discounting (
)
13.02
13.40
(
)
Delta Effect of -1% Change in Rate of Discounting 14.73 15.13
Delta Effect of +1% Change in Rate of Salary Increase 13.96 14.02
Delta Effect of -1% Change in Rate of Salary Increase (
)
12.52
12.51
(
)
Delta Effect of +1% Change in Rate of Employee Turnover 4.67 4.09
Delta Effect of -1% Change in Rate of Employee Turnover (
)
5.21
4.57
(
)
  • 37 The NCLT Guwahati Bench vide its Order dated March 22, 2017 has sanctioned the Scheme of Amalgamation of APL Engineering Services Pvt. Ltd. wholly owned Subsidiary of the Company with the Appointed dateApril01,2016.

38 Corporate Social Responsibilities (CSR) Activities Particulars

3
Corporate Social Responsibilities (CSR) Activities
8
Particulars For the year ended For the year ended
31st March,20
2
2 31st March,20 21
The details of CSR expenditure are mentioned as under
a) Gross Amount required to be spent by the Company
during the year 67.42 54.00
:-
b) Amount Spent during the year on
i) Construction / Acquisition of any assets - -
i
ii) On purpose other than ( ) above
68.73 54.75
c) Amount Payable as at Year End - -

39. The Company's main business is Chemical manufacturing falls within a single business segment and therefore, segmentreportingintermsIndAS-108"OperatingSegments"isnotapplicable.

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

40 Capital Risk Management

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders through the optimisation of the debt and equity balance.The capital structure of the Company consists of net debt (borrowings less cash and cash equivalents,other bank balances (including noncurrent earmarked balances)).The management and the Board of Directors monitors the return on capital to shareholders.The Company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

The table below summarises the capital,net debt and net debt to equity ratio of the Company.

|he table below summarises the capital,net debt and net debt to equity ratio of
Equity share capital
Other equity
Total Equity (A)
Non-current borrowings
Short term borrowings
Current maturities of long term borrowing
Gross Debt (B)
Total Capital (A+B)
Gross Debt as above
Less:Cash and cash equivalents
Less:Other balances with bank (including non-current earmarked balances)
Net Debt (C)
Net debt to equity
Particulars|(
in lakhs)
<br>the Company.|(<br>in lakhs)<br>
the Company.|
|---|---|---|
||1,100.40
15,126.14
31.03.20
22|1,100.40
12,975.3
4
31.03.20
21|
||16,226.5
4|14,075.7
4|
||2,552.02
4,368.47
287.59|2,747.45
4,321.14
293.65|
||7,208.08|7,362.24|
||23,434.6
2|21,437.9
8|
||7,208.08
331.18
232.04|7,362.24
4,594.72
233.52|
||6,644.86|2,534.00|
||0.41|0.18|

41 FinancialInstrumentsandRiskReview

FinancialRisksManagementFramework

The Company’s business activities are exposed to a variety of financial risks, namely Liquidity Risk, Currency Exchange Risk, Interest Rate Risk, Credit Risk and Commodity Price Risk. The Company’s management and the Board of Directors has the overall responsibility for establishing and governing the Company’s risk management framework.The risk management framework works at various levels in the enterprise.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.

CreditRisk

Credit Risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. Financial instruments that are subject to credit risk principally consist of trade receivables, investments,loans,cash and cash equivalents,other balances with banks and other financial assets.None of the financialinstrumentsoftheCompanyresultinmaterialcreditrisk.

Creditriskwithrespecttotradereceivablesarelimited,duetotheCompanyhasapolicyofdealingonlywithcredit worthycounterparties,whereappropriateasameansofmitigatingtheriskoffinanciallossfromdefaults.Alltrade receivables are reviewed and assessed for default on a quarterly basis. Our historical experience of collecting receivablesisthatcreditriskislow.Hence,tradereceivablesareconsideredtobeasingleclassoffinancialassets.

Credit risk on cash and cash equivalents, other bank balances with bank are insignificant as the Company generallyinvestindepositswithbanks.Investmentsprimarilyinvestmentsingovernmentsecurities.

TheCompany’smaximumexposuretocreditriskasat31stMarch,2022and2021isthecarryingvalueofeachclass offinancialassets.

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

==> picture [33 x 40] intentionally omitted <==

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

ForeignCurrencyRisk

TheCompanyissubjecttotheriskthatchangesinforeigncurrencyvaluesimpacttheCompany’sexportsrevenueand imports of raw material and property,plant and equipment.As at 31st March,2022,the net unhedged exposure to the Company on holding assets (trade receivables and capital advances) and liabilities (trade payables and capital creditors)otherthanintheirfunctionalcurrency isasunder.

The Company is exposed to foreign exchange risk arising from US Dollar,AED and EUR.

( ` in lakhs)

|e Company is exposed to foreign exchange r|isk arising|from US Dollar,AED and EUR.
(
in lakhs)
|**from US Dollar,AED and EUR.**<br>(<br>in lakhs)<br>|from US Dollar,AED and EUR.
(
in lakhs)
`|
|---|---|---|---|---|
|Particulars|Foreign
Currency|2
21
As at 31st March,20
As at 31st March,20
2|||
|||Amount in
Foreign
Currency|Indian rupee
Amount in
equivalent
Foreign
Currency|Indian rupee
equivalent|
|ssets :
Trade Receivables Export
Bank Balance|USD
EUR
USD
EUR|39.58
0.74
1.89|32.18
3,000.51
15.96
62.65
25.23
143.16
13.89|2,365.10
1,374.14
1,854.44
1,195.93|
|otal|||3,206.32|6,789.61|
|iabilities :
Import Trade Payable|USD
AED|14.63
-|15.76
1,108.82
-
47.52|1,158.22
946.83|
|otal|||1,108.82|2,105.05|

Sensitivity analysis of 1% change in exchange rate at the end of reporting period net unhedged exposure Sensitivity analysis of 1% change in exchange rate at the end of reporting period net unhedged exposure Sensitivity analysis of 1% change in exchange rate at the end of reporting period net unhedged exposure ( ` in lakhs)
Description As at 31st As at 31st
2
March, 20
2
21
March, 20
1% Depreciation in INR
Impact on P&L (Pro�t increased / (decreased) by) (20.98) ( )
46.85
1% Appreciation in INR
Impact on P&L (Pro�t increased / (decreased) by) 20.98 46.85

InterestRateRisk

Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates.Any movement in the reference rates could have an impact on the Company’s cash flows as well as costs.The Company is subject to variable interest rates on some of its interest bearing liabilities.The Company’s interest rate exposure is mainly related toborrowingobligations.

The exposure of the company’s borrowing to interest rate changes at the end of the reporting period are as follows

|ong term fixed borrowing
hort term fixed borrowing
hort term floating borrowing
e exposure of the company’s borrowing to interest rate changes at the end of the re
Particulars|(
in lakhs)
<br>porting period are as follows|(<br>in lakhs)<br>
porting period are as follows|
|---|---|---|
||2,552.02
-
4,656.06
As at 31st
2
March,20
2|2,747.45
-
4,614.79
As at 31st
21
March,20|
||7,208.08|7,362.24|

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

Impact on Interest Expenses for the year on 1% change in Interest rate

Particulars
1% Increase in interest rates
Impact on P&L (Profit increased / (decreased) by)
1% Decrease in interest rates
Impact on P&L (Profit increased / (decreased) by)
As at 31st
2
March,20
2
(
)
46.56
46.56
As at 31st
2
March,20
1
46.15
(
)
46.15

CommodityPriceRisk

The main raw materials which the Company procures are to a great extent linked to the movement of crude prices directly or indirectly.The pricing policy of the Company final product is structured in such a way that any change in price of raw materials is passed on to the customers in the final product however,with a time lag which mitigates the rawmaterialpricerisk.

Liquidityrisk

LiquidityRiskariseswhenthecompanyisunabletomeetitsshorttermfinancialobligationsasandwhentheyfalldue. The company maintains adequate liquidity in the system so as to meet its all financial liabilities timely.In addition to this,thecompany’soverallfinancialpositionisverystrongsoastomeetanyeventualityofliquiditytightness.

Maturity patterns of financial liabilities

Borrowings
Trade Payables
Other financial liabilities
Total
Particulars
Borrowings
Trade Payables
Other financial liabilities
Total
Particulars
4,656.06
2552.02
7208.08
-
5,9
.
87 32
-
-
5,987.32
119.12
119.12
-
-
As at 31st March,20 2
2
Less than 1
1-5 year
More than
Total
year /on
5 Year
Demand
10,
2,552.02
762.50
-
13,314.52
As at 31st March,2021
4,614.79
2747.45
7362.24
-
1 7
-
-
1 7
7,37 .9
737 .9
-
-
144.99
144.99
12,
2747.45
0.00
14 87 .
131.75
,
9 20

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

Financial Instruments

Fair value measurement hierarchy

The fair value of financial instruments as below have been classified into three categories depending on the inputs usedinthevaluationtechnique.Thehierarchygivesthehighestprioritytoquotedpricesinactivemarketsforidentical assetsorliabilities(Level1measurements)andlowestprioritytounobservableinputs(Level3measurements).

Thecategoriesusedareasfollows

  • Level1: Quotedprices(unadjusted)inactivemarketsforidenticalassetsorliabilities;

  • Level 2 : Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability,either directlyorindirectly.

  • Level3: Inputswhicharenotbasedonobservablemarketdata

The following tables presents the carrying value and Fair value measurement hierarchy of each category of financial assets and liabilities

( ` in lakhs)

each category of financial assets and liabilities (
in lakhs)
`
Particulars 31.03.20 2
2
Carrying
Level 1
Amount
31.03.2021
Carrying
Level 1
Amount
nancial Assets
nancial assets measured at amortised cost
vestments
nancial assets measured at amortised cost
vestments

ade receivables
ash and cash equivalents
ank balances other than cash and cash equivalents above
oans
ther financial assets
nancial Liabilities
nancial liabilities measured at amortised cost
orrowings
ade payables
ther financial liabilities
-
-
0.02
-
10229.93
-
331.18
-
232.04
-
-
-
71.65
-
-
-
0.02
-
8895.06
-
4594.72
-
233.52
-
-
-
-
71.38
10,864.82
-
13,794.70
-
4656.06
-
5987.32
-
119.12
-
-
4,614.79
-
7,371.97
-
144.99
10,762.50
-
-
12,131.75

*** Excludes financial assets measured at Cost**

Valuation

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent.

Financial assets and liabilities measured at fair value as at Balance Sheet date :

The fair value of investment in quoted Equity Shares is measured at quoted price.

The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

Reason for variance Due to increase in prices
of Input Costs resulted in
reduction in profit
Due to reduction in profit Due to reduction in profit Due to reduction in profit Increase in Scale of
operations and lower
credit purchase
31.03.2021 % Change 1.67
14.69
0.52
(
)
15.07
3.6
(12.
)
7
00
7.
38
(4
)
2.57
17.
(24.
)
55
70
26.
20
(
)
39.89
26.
20
(
)
39.89
5.01
14.66
4
5.62
4.8
4.94
38.
13
5.0
5.
8
70
**31.03.2022 ** 1.91 0.44 3.23 4.2
4
13.22 15.
75
15.
75
5.74 5.89 6.8
2
5.37
Denominator Current Liabilities Equity Interest Sales Capital Employed Shareholder's
Average
Equity
Shareholder
No.of
Average Stock Average debtors Average Creditors Average Working
Capital
Numerator Current Assets Debt EBIT Net profit after tax EBIT Net profit
after tax
Net profit for equity
Share Holder
Cost of Goods Sold Revenue from
s
Operation
Cost of Material
Consumed+Changes
in Inventories of FG
and WIP+Purchase
of FG+Power & Fuel
+ Stores Purchase
Revenue from
s
Operation
Particulars a) Current Ratio - Times b) Debt-Equity Ratio - Times c) Debt service coverage
Ratio - Times
d) Net Profit Ratio - Percentage e
Return on Capital Employed
)
- Percentage
f) Return on Investment g) Return on Equity Ratio h) Inventory Turnover Ratio i
)
Trade Receivables
Turnover Ratio"
j)
Trade Payables
Turnover Ratio
k) Net Capital
Turnover Ratio

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

43 EventsaftertheReportingPeriod

The Board of Directors have recommended dividend of 0.40 per fully paid up equity share of 2/- each, aggregating ` 220.08 Lacs for the financial year 2021-22, subject to approval of shareholders at the Annual GeneralMeeting.

44 COVID19Impact

The outbreak of CORONA virus (COVID-19) pandemic globally and in India has caused significance disturbance andslowdownofeconomicactivity.Duringtheyearended31stMarch,2022,thereinnosignificantimpactonthe operationsoftheCompany.TheCompanyhastakenintoaccountthepossibleimpactofCOVID-19inpreparation offinancialstatements.includingitsassessmentofrecoverablevalueofitsassetsbansedoninternalandexternal information upto the the date of approval of these financial statements and current indicators of future economicconditions.

45 otherStatutoryInformation:

  • (i) The company does not have any Benami property,where any proceeding has been initiated or pending against theCompanyforholdinganyBenamiproperty.

  • (ii) Thecompanydoesnothaveanytransactionswithcompaniesstruckoff.

  • (iii) The company does not have any changes or satisfaction which is yet to be registred with ROC beyond the statutoryperiod.

  • (iv) ThecompanyhavenottradedorinvestedinCryptocurrencyorVirtualcurrencyduringthefinancialyear.

CONSOLIDATED NOTES TO THE ACCOUNTS

AMINES & PLASTICIZERS LIMITED

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2022

|(
in lakhs)
<br>**46 Disclosures as per Schedule III to the Companies Act,2013,by way of additional information,related to**<br>**consolidated Financial Statements Statement of net assets and profit or loss attributable to owners and minority interest**|(<br>in lakhs)<br>
46 Disclosures as per Schedule III to the Companies Act,2013,by way of additional information,related to
consolidated Financial Statements Statement of net assets and profit or loss attributable to owners and minority interest|(
in lakhs)
<br>**46 Disclosures as per Schedule III to the Companies Act,2013,by way of additional information,related to**<br>**consolidated Financial Statements Statement of net assets and profit or loss attributable to owners and minority interest**|(<br>in lakhs)<br>
46 Disclosures as per Schedule III to the Companies Act,2013,by way of additional information,related to
consolidated Financial Statements Statement of net assets and profit or loss attributable to owners and minority interest|(
in lakhs)
<br>**46 Disclosures as per Schedule III to the Companies Act,2013,by way of additional information,related to**<br>**consolidated Financial Statements Statement of net assets and profit or loss attributable to owners and minority interest**|(<br>in lakhs)<br>
46 Disclosures as per Schedule III to the Companies Act,2013,by way of additional information,related to
consolidated Financial Statements Statement of net assets and profit or loss attributable to owners and minority interest|(
in lakhs)
<br>**46 Disclosures as per Schedule III to the Companies Act,2013,by way of additional information,related to**<br>**consolidated Financial Statements Statement of net assets and profit or loss attributable to owners and minority interest**|(<br>in lakhs)<br>
46 Disclosures as per Schedule III to the Companies Act,2013,by way of additional information,related to
consolidated Financial Statements Statement of net assets and profit or loss attributable to owners and minority interest|(
in lakhs)
<br>**46 Disclosures as per Schedule III to the Companies Act,2013,by way of additional information,related to**<br>**consolidated Financial Statements Statement of net assets and profit or loss attributable to owners and minority interest**| |---|---|---|---|---|---|---|---|---| |**Name of the Enterprise**|**Net Assets,i.e.**<br>**total assets**<br>**minus**<br>**total Liabilities**||**Share in Profit**<br>**or (loss)**||**Share in other**<br>**comprehensive**<br>**income**||**Share in total**<br>**comprehensive**<br>**income**|| ||**As % of**<br>**consolidated**<br>**net assets**|**Lakhs**<br>|As % of
consolidated
Profit or Loss|Lakhs
|**As % of**<br>**consolidated**<br>**other**<br>**comprehensive**<br>**income**|**Lakhs**<br>|As % of
consolidated
total
comprehensive
income|Lakhs
`|
|Parent
Amines & Plasticizers Limited
Subsidiary
Indian
Foreign
Amines & Plasticizers FZ LLC
Total
Inter Company Elimination &
Consolidation Adjustments
Consolidated|100.26
(0.16)|16268.37
(26.34)|99.54
0.36|2374.69
8.58|92.72
7.28|(13.50)
(1.06)|99.58
0.32|2361.19
7.52|
||100.10 |16242.03|99.90 |2383.27|100.00 |(14.56)|99.90 |2368.71|
||(0.10)|(15.49)|0.10|2.47|-|-|-|2.47|
||100.00 |16226.54|100.00 |2385.74|100.00 |(14.56)|100.00 |2371.18|

47 Figures of previous year have been regrouped/rearranged,wherever considered necessary to conform to the current year's presentation.

Signatories to Notes 1 to 47

In terms of our report of even date attached For B D G & Associates Chartered Accountants Firm Registration No.:119739W

For and on behalf of the Board of Directors Hemant Kumar Ruia Yashvardhan Ruia Chairman & Managing Director Executive Director DIN :00029410 DIN :00364888

Vikas Agarwal Partner Membership No- 148465

Ajay Puranik President Legal & Company Secretary

Date : 23rd May,2022 Place : Mumbai

Pramod Sharma Chief Financial Officer

CONSOLIDATED NOTES TO THE ACCOUNTS

ANNUAL REPORT 2021 - 2022

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FORM AOC -1

(Pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014) Statement containing Salient Features of Financial Statement of Subsidiaries/Associate Companies/ Joint Ventures as on 31st March 2022

Statement containing Salient Features of Financial Statement of Subsidiaries/Associate Companies/ Joint Ventures
as on 31st March 2022
(Pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013
read with rule 5 of the Companies (Accounts) Rules, 2014)
Statement containing Salient Features of Financial Statement of Subsidiaries/Associate Companies/ Joint Ventures
as on 31st March 2022
(Pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013
read with rule 5 of the Companies (Accounts) Rules, 2014)
art "A": Subsidiaries
(
in Lakhs)
`
SI.
Particulars
No.
Details
1
S . No.
L
1
2
Name of the subsidiary
3
The date since when the subsidiary was acquired
4
Reporting period for the subsidiary concerned, if different from
the holding Company's reporting
5
Reporting Currency and Exchange rate as on the last date of the
relevant Financial Year in the case of foreign subsidiaries
6
Share Capital
7
Reserves & Surplus
8
Total Assets
9
Total Liabilities
10
Investments
11
Turnover
12
Pro�t before Taxation
13
Provision for Taxation
14
Pro�t after Taxation
15
Proposed Dividend
16
Extent of Shareholding (in percentage)
AMINES AND PLASTICIZERS FZ LLC
17/01/2019
Same as Holding Company
AED 1 = INR 20.68
20.68
(47.02)
726.48
752.82
-
1,229.11
8.58
-
8.58
-
100%

Part "B ": Subsidiaries Associate Companies / Joint Ventures - Not Applicable

For and on behalf of the Board of Directors

Hemant Kumar Ruia Chairman & Managing Director DIN : 00029410

Yashvardhan Ruia Executive Director DIN : 00364888

Ajay Puranik President Legal & Company Secretary

Pramod Sharma Chief Financial Officer

Date : 23rd May,2022 Place : Mumbai

CONSOLIDATED NOTES TO THE ACCOUNTS

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AMINES & PLASTICIZERS LTD.

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----- Start of picture text -----

GUWAHATI
MUMBAI
(Registered Office) :
Poal Enclave C/O
Pranati Builders Pvt. Ltd.
(Corporate - Head Office)
Principal J. B. Road, Chenikuthi,
‘D’ Building, Shivsagar Estate, Guwahati -781003, Assam.
Dr. Annie Besant Road,
Worli, Mumbai - 400 018. DELHI
H-10-B, 2nd Floor, Kalkaji,
New Delhi - 110 019
----- End of picture text -----

UAE

AMINES & PLASTICIZERS FZ LLC B04-207, Business Centre 03, RAKEZ Business Zone - FZ, RAK, United Arab Emirates.

CHEMICAL PLANT Thane Belapur Road,Turbhe, Navi Mumbai - 400 705.

APL INDUSTRIAL GASES PLANT APL ENGINEERING SERVICES Survey No.49, Village Vadval, Taluka-Khalapur, Dist Raigad - 410 203.

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AMINES & PLASTICIZERS LIMITED

CIN :L24229AS1973PLC001446 ‘D’Building,Shivsagar Estate, Dr.Annie Besant Road, Worli,Mumbai - 400 018.

REGISTERED OFFICE :

Poal Enclave, C/o Pranati Builders Pvt.Ltd., Principal J.B.Road,Chenikuthi, Guwahati -781003,Assam.

Phone :+91-22-62211000 Fax :+91-22-24938162 Website :www.amines.com