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Directors Report of Amines & Plasticizers Ltd.

Mar 31, 2015

Dear Members,

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

(Rs. in Lakhs)

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

Total Income 30085.69 24364.72

Profit before Interest, 2311.19 1824.87 Depreciation and Taxes

Less : Interest 978.09 919.89

Depreciation 181.78 184.44

Profit before Tax 1151.32 720.54

Provision for taxation 382.61 216.48

Profit after Tax 768.71 504.06

Balance of profit brought forward 2250.72 2111.02 from the previous year

Proposed Dividend on :-

Equity Shares 55.02 55.02

Corporate Dividend Tax 9.35 9.35

Balance of Profit carried to 3223.92 2550.72 Balance Sheet

DIVIDEND:

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

SHARE CAPITAL

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

OPERATIONS AND FUTURE PROSPECTS:

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

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

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

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

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

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

EXPORTS:

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

SUBSIDIARY COMPANIES:

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

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

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

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

EXTRACT OF ANNUAL RETURN

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

BOARD EVALUATION

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

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

NUMBER OF MEETINGS OF THE BOARD

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

CONSOLIDATED FINANCIAL STATEMENTS:

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

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

DEPOSITS:

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

13% SECURED REDEEMABLE NON CONVERTIBLE DEBENTURES

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

RELATED PARTY TRANSACTIONS

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

STATUTORY AUDIT:

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

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

COST AUDIT:

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

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

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

SECRETARIAL AUDIT

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

CREDIT RATING:

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

ISO CERTIFICATION:

As reported earlier, ISO 9001:2008 certification is valid till 13th January, 2016. Periodic Audit has been conducted by Det Norske Veritas (DNV) in continuation of the certification. QMS (Quality Management System) has focused on continual improvement by implementing the strategic tools for business to gain competitive advantage through products and services that are safe, reliable and trustworthy.

Besides QMS (Quality Management System), APL has IMS (Integrated Management System) for ISO 14001:2004 and OHSAS 18001:2007

certifications which are valid up to 9th April 2016.

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

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

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

REACH COMPLIANCE:

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

INSURANCE:

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

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures wherever applicable;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

f) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, prescribed particulars as applicable is annexed hereto as Annexure 'D' and forms part of this Report.

PARTICULARS OF EMPLOYEES:

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

Statement containing information as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and forming part of the Director's Report for the year ended March 31, 2015 is given in a separate Annexure to this report.

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

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is summary of sexual harassment complaints received and disposed off during each Calendar year:

* No. of Complaints received : Nil

* No. of Complaints disposed off : Nil RISK MANAGEMENT

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

1. Financial Risk.

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

2. Commodity related Risks

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

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

3. Regulatory Risks

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

4. Human Resources Risks.

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

ESTABLISHMENT OF VIGIL MECHANISM

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

CORPORATE SOCIAL RESPONSIBILITY

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

NOMINATION AND REMUNERATION POLICY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

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

CORPORATE GOVERNANCE

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

APPRECIATION:

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

For and on behalf of the Board

HEMANT KUMAR RUIA

Place : Mumbai Chairman & Date : 27.08.2015 Managing Director


Mar 31, 2014

The Members,

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

(Rs. in Lakhs)

FINANCIAL RESULTS For the year ended For the year ended

FINANCIAL RESULIS 31.03.2014 31.03.2013

Income from sale of products 25976.26 20803.22

Profit before Interest, Depreciation and Taxes 1824.87 1458.55

Less : Interest 919.89 877.72

Depreciation 184.44 152.90

Profit before Tax 720.54 431.22

Provision for taxation 216.48 120.52

Profit after Tax 504.06 310.70

Balance of profit brought forward from the previous year 2111.02 1832.29

Proposed Dividend on :-

Equity Shares 55.02 27.51

Corporate Dividend Tax 9.35 4.46

Balance of Profit carried to Balance Sheet 2550.72 2111.02

DIVIDEND:

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

OPERATIONS AND FUTURE PROSPECTS:

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

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

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

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

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

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

EXPORTS:

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

ISO CERTIFICATION:

The company has an ISO 9001:2008 certification which is valid till 13th January, 2016. Periodic Audit has been conducted by Det Norske Veritas (DNV) in continuation of the certification and recorded noteworthy efforts in specific focus areas. QMS (Quality Management System) is focusing on continual improvement by implementing the strategic tools for business to gain competitive advantage through products and services that are safe, reliable and trustworthy. Besides QMS (Quality Management System), APL has IMS (Integrated Management System) for ISO 14001:2004 and OHSAS 18001:2007 certifications which are valid up to 9th April 2016.

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

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

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

CREDIT RATING:

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

REACH COMPLIANCE:

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

DIRECTORS:

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

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

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

AUDITORS:

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

COST AUDITOR:

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

STATUTORY DISCLOSURES:

INSURANCE:

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

SUBSIDIARY COMPANIES:

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

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

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

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

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

FIXED DEPOSITS:

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

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

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

PARTICULARS OF EMPLOYEES:

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

2) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

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

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

CORPORATE GOVERNANCE

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

Corporate Governance is based on two principles

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

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

CONSOLIDATED FINANCIAL STATEMENTS:

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

APPRECIATION:

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

For and on behalf of the Board

HEMANT KUMAR RUIA

Place : Mumbai Chairman &

Date : 27.08.2014 Managing Director


Mar 31, 2012

The Members,

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

(Rs. in Lakhs)

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

Income 18968.71 18979.74

Profit before Interest, Depreciation and Taxes 1360.06 1003.44

Less: Interest 805.36 625.83

Depreciation 125.69 76.41

Profit before Tax 429.01 301.20

Provision for taxation 122.17 88.67

Profit after Tax 306.84 212.53

Balance of profit brought forward from the previous year 1557.42 1365.77

Proposed Dividend on:

Equity Shares 27.51 -

Preference Shares - 1.29

Corporate Dividend Tax 4.46 0.21

Balance of Profit carried to Balance Sheet 1832.29 1557.42

DIVIDEND:

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

OPERATIONS AND FUTURE PROSPECTS:

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

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

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

EXPORTS:

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

ISO CERTIFICATION:

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

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

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

CREDIT RATING :

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

RESEARCH & DEVELOPMENT:

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

REACH COMPLIANCE:

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

DIRECTORS:

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

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

AUDITORS:

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

COST AUDITOR:

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

STATUTORY DISCLOSURES:

INSURANCE:

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

SUBSIDIARY COMPANIES:

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

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

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

FIXED DEPOSITS:

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

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

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

PARTICULARS OF EMPLOYEES:

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

2) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

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

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

CORPORATE GOVERNANCE:

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

CONSOLIDATED FINANCIAL STATEMENTS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

APPRECIATION:

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

For and on behalf of the Board

HEMANT KUMAR RUIA

Chairman & Managing Director

Place : Mumbai

Date : 29.05.2012






Mar 31, 2010

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

(Rupees in Lakhs)

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

Income 17069.74 16151.46

Profit before Interest, Depreciation and Taxes 1089.79 1085.09

Less : Interest 519.70 496.40

Depreciation 68.84 65.51

Profit before Tax 501.25 523.18

Provision for taxation 199.35 180.75

Profit after Tax 301.90 342.43

Balance of profit brought forward from the previous year 1131.40 842.95

Arrears of Preference Dividend - 43.43

Proposed Dividend on:

Preference Shares 2.71 2.71

Equity Shares 55.02 -

Corporate Dividend Tax 9.81 7.84

Balance of Profit carried to Balance Sheet 1365.77 1131.41

DIVIDEND:

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

OPERATIONS AND FUTURE PROSPECTS:

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

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

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

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

The company is also putting up a new

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

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

EXPORTS:

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

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

ISO CERTIFICATION:

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

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

REACH COMPLIANCE:

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

CREDIT RATING:

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

RESEARCH & DEVELOPMENT:

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

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

DIRECTORS:

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

AUDITORS:

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

STATUTORY DISCLOSURES:

REDEMPTION OF PREFERENCE SHARES:

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

INSURANCE:

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

SUBSIDIARY COMPANIES:

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

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

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

FIXED DEPOSITS:

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

BALANCE SHEET ABSTRACT & COMPANYS GENERAL BUSINESS PROFILE:

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

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

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

PARTICULARS OF EMPLOYEES:

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

2) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

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

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

CORPORATE GOVERNANCE:

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

APPRECIATION:

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

For and on behalf of the Board

HEMANT KUMAR RUIA

Place : Mumbai Chairman &

Date : 28/05/2010 Managing Director



 
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