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ANNUAL REPORT 2018 - 2019

listed entity, organizational structure and economic features of the market and competitive environment.
The programme 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, strategy and other relevant
matters to discharge their duties to the best of their abilities. 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 me for Independent Directors are disclosed on Company website and can be accessed at
http://www.amines.com/pdf/policies/Familiriazation-of-Independent-Director-programmee.pdf
d) Meetings :
During the Financial Year 1st April, 2018 to 31st March, 2019, Seven Board Meetings were held on;
following dates – 03rd April, 2018; 30th May, 2018; 13th August, 2018; 13th November, 2018; 18th
December, 2018, 11th February, 2019 and 25th March, 2019. The Board thus met at least once in every
Calendar Quarter and the gap between two meetings did not exceed one hundred and twenty days. All
these meetings had requisite quorum. 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 Board of Directors meet frequently depending upon urgency and importance of matters. Once in a
quarter they meet to review and take on record the quarterly financial results and status of the action
taken on points arising from the earlier meetings. The agenda for the Board Meetings is comprehensive
and prepared in consultation with the Chairman & Managing Director and the Executive Director of the
Company. The Notice of the meeting is sent to all the directors well in advance with the agenda of the
meeting and other relevant papers. 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 of the overall performance of the Company and its subsidiaries. As
required under Secretarial Standards, the draft minutes of the meeting are circulated to all the Directors
for their perusal and approval. The minutes of Board Meeting are signed by the Chairman of the Board
Meeting at its next Meeting. At the Board meetings / Committee meetings senior management personnel
are invited to provide additional inputs for the items 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 2018-19 which forms part of a para on Nomination and Remuneration
Committee. The Board of Directors of the Company has Four Mandatory Committees as on 31 03 2019./ /
As required under Listing Regulations, none of the Non-Executive Directors hold any share and/or
convertible instruments in the Company.
2. Audit Committee :
a) Terms of Reference :

Audit Committee of the Board of Directors (“the Audit Committee”) is entrusted with the
responsibility to 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 are financially literate and bring in expertise in the fields of Finance, Taxation, Economics,
Risk 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 :

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CORPORATE GOVERNANCE