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ANNUAL REPORT 2018 - 2019

resolutions passed in the meeting of the members of the Company. The Remuneration to the Executive
Directors includes Salary, perquisites, allowance, 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 Company’s overall performance, employee
contribution towards the same, contribution in key areas, 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
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 & 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
Details of remuneration paid to the Directors for the year 2018-19:

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:

Name of Director Sitting Fees Paid ( )`
Board Meeting Audit Committee Meeting

Mr. K. K. Seksaria 50,000 –
Dr. M. K. Sinha 50,000 12,500
Dr. P. H. Vaidya 40,000 10,000
Mr. A. S. Nagar 40,000 7,500

Mr. B. M. Jindel 50,000 12,500
Ms. Nimisha Dutia 20,000 —

d) Remuneration to Chairman & Managing Director and Executive Director :
The remuneration paid to the Chairman & Managing Director is by way of approval of the
members through the Special Resolution passed at the 41st Annual General Meeting of the
Company held on 27th September, 2016. The term of appointment of the Chairman & Managing
Director is for a period of Three years effective from 1st April 2016. The remuneration paid to the
Executive Director is by way of approval of the members through the Ordinary Resolution passed at
the 42nd Annual General Meeting of the Company held on 27th September, 2017. The term of
appointment of the Executive Director is for a period of Three years effective from 1st June, 2017.
The appointment of the Chairman & Managing Director and Executive Director can be terminated by

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CORPORATE GOVERNANCE