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AMINES & PLASTICIZERS LTD

interested or concerned in the resolution.The terms and conditions detailed in the resolution proposed to be passed
at Item No.8 of the Notice be also considered as an abstract of the appointment of Mr.Hemant Kumar Ruia and details
of the same are available on the website of the Company and at the Registered Office of the Company and open for
inspectionbytheMembersduring11.00amto4.00pmonanybusinessdaytillthedateoftheAGM.
TheBoardrecommendstheSpecialResolutionsetforthinItemno.8forapprovaloftheMembers.

ItemNo 9 :-.
Mr.Yashvardhan Ruia was appointed as an Executive Director of the Company at the 42nd Annual General Meeting of
the Company for a period of Three years with effect from 01st June, 2017 till 31st May, 2020 at a remuneration as
approved in the said AGM.The Board of Directors at their meeting held on 25th March,2019 on the recommendation
of the Nomination and Remuneration Committee (NRC), has proposed revision in the remuneration of Mr.
YashvardhanRuiaconsideringhiscontributionandroleinthegrowthandperformanceoftheCompany.

The statement as required under Section II of Part II of the Schedule V of the Companies Act, 2013 with reference to
SpecialResolutionatItemNo.9isannexedheretoasAnnexure-C.

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,
forthetimebeinginforce)forrevisionintheremunerationofMr.YashvardhanRuia,ExecutiveDirectorwitheffectfrom
01stApril,2019tilltheremainderofhispresenttermendingon31stMay,2020.
No director,key managerial personnel or their relatives,except Mr.Yashvardhan Ruia and Mr.Hemant Kumar Ruia,are
interested or concerned in the resolution.The terms and conditions detailed in the resolution proposed to be passed
at Item No.9 of the Notice be also considered as an abstract of the appointment of Mr.Yashvardhan Ruia and details of
the same are available on the website of the Company and at the Registered Office of the Company and open for
inspectionbytheMembersduring11.00amto4.00pmonanybusinessdaytillthedateoftheAGM.

TheBoardrecommendstheSpecialResolutionsetforthinItemno.9forapprovaloftheMembers.
ItemNo.10:-

Your Company routinely enters into transactions including contracts and/or arrangements,repetitive in nature and in
the ordinary course of business at arms length basis with related parties from time to time with regard to availing or
rendering of services, granting loans / making investments etc.Based on the transactions hitherto undertaken with
related parties in India and its subsidiaries,transactions to be undertaken for FY 2019-2020 are given inTable below,in
respectwhereofAuditCommitteeofBoardofDirectorsofyourCompanyhaveaccordedOmnibusapprovalfollowing
provisionsofSection177oftheCompaniesAct,2013.
( ` in akhs)L
Nature of Transaction Amount
Income
Interest Received on Loans
APL Infotech Limited 100.00
Amines & Plasticizers FZE
Investment 25.00
Loans 100.00

Although in respect of aforesaid related party transactions, not being related parties referred to at fifth proviso of
Section 188(1) of the Act,no express permission is required.Your Directors recommend passing of proposed Ordinary
Resolutionasanabundantprecautionandgoodcorporategovernancepractices.
None of the Directors/Key Managerial Personnel of the Company and their relatives are, in any way, concerned or
interested,financiallyorotherwise,inproposedresolutiontotheextentitisapplicable.

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NOTICE