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ANNUAL REPORT 2018 - 2019

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.
EXTRACT OF ANNUAL RETURN :

The details of the extract of the Annual Return in Form MGT – 9, as required under Section 92 of the
Companies Act, 2013 is included in this Report as Annexure 1 and forms and integral part of this Report and is
also available on the Company’s website viz. www.amines.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

In accordance with the provisions of Section 152 of the Companies Act, 2013(‘the Act’), Company’s Articles of
Association, Ms. Nimisha Dutia retires by rotation and being eligible has offered herself for re-appointment. The
Board recommends her re-appointment for the consideration of the Members of the Company at the ensuing
Annual General Meeting of the Company. Brief profile of Ms. Nimisha Dutia has been given in the Notice
convening the Annual General Meeting.

The Company in the year 2014 had appointed Dr. Pandurang Hari Vaidya, Dr. Mithilesh Kumar Sinha,
Mr. Arun Shanker Nagar and Mr. Brijmohan Jindel as Independent Directors of the Company for a term of
Five years i.e upto 28th September, 2019 at its 39th AGM. The Company has now, on the recommendation
of the NRC and subject to the approval of the members at the ensuing Annual General Meeting
proposed re-appointment of Dr. Pandurang Hari Vaidya, Dr. Mithilesh Kumar Sinha, Mr. Arun Shanker Nagar and
Mr. Brijmohan Jindel as Independent Directors on the Board of Directors of the Company in accordance with
Section 149(4) of the Act, with effect from 29th September, 2019 to hold office for a 2nd term of 5 (Five)
consecutive years upto 28th September, 2024.

During the year under review, with the amendment of Regulation 16 (1) of SEBI (LODR) (Amendment)
Regulations, Mr. Kailashchandra Kesardeo Seksaria, who was appointed as an Independent Director in the year
2014 ceased his criteria of Independence by virtue of insertion of new clause (viii) in the said Regularation .
Further, being pre-occupied with other activities, Mr. Kailashchandra Kesardeo Seksaria expressed his desire to
step down from the Directorship of the Company at the end of his term effective September 28, 2019. The
Company has decided not to fill vacancy caused by his vacation of office.
The Board of Directors on the recommendation of the Nomination and Remuneration Committee (NRC)
re-appointed Mr. Hemant Kumar Ruia as Chairman & Managing Director for a term of 5 years i.e from
01st April, 2019 to 31st March, 2024 with revised remuneration for a period of 3 years i.e 01st April, 2019 to
31st March, 2022 as detailed in the Notice, subject to the approval of the members.

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.

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. The Policy broadly lays down
the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive
Directors (by way of sitting fees and commission), 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

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BOARDS REPORT