Amines & Plasticizers Limited (APL), a listed entity on both the BSE and NSE, has been served with notices from the stock exchanges citing non-compliance with specific provisions under the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. The notice, received on March 17, 2025, points out that APL did not meet the required committee composition criteria during the quarter ended December 31, 2024, resulting in a fine of ₹92,040/- (inclusive of GST) each from BSE and NSE.

Nature of Non-Compliance and Details

The non-compliance pertains to violations of Regulation 18(1), 19, and 20 of the SEBI Listing Regulations, which specifically govern:

• Audit Committee Composition
• Nomination and Remuneration Committee Composition
• Stakeholders Relationship Committee Composition

The non-compliance was noted due to a temporary vacancy that occurred as a result of the retirement of three Independent Directors from the Board on September 28, 2024. The outgoing directors were:

• Mr. Arun Shanker Nagar (DIN: 00523905)
• Mr. Brijmohan Jindel (DIN: 00071417)
• Mr. Pandurang Hari Vaidya (DIN: 00939149)

In their place, the Company appointed the following individuals as Non-Executive Independent Directors during the 49th Annual General Meeting held on September 27, 2024:

• Mr. Nikunj Seksaria (DIN: 07014263)
• Mr. Pragyan Pittie (DIN: 10735025)
• Ms. Dhanyashree Jadeja (DIN: 10732864)

Reason for Delay and Intermittent Vacancy

Although the appointments were confirmed on September 27, 2024, the reconstitution of the Audit, Nomination, and Stakeholders Relationship Committees was formalized only on October 14, 2024, during a subsequent Board meeting. This created an intermittent vacancy of 13 days during the quarter ending December 31, 2024 and a 2-day vacancy in the preceding quarter ending September 30, 2024.

Despite filling the vacancies by October 14, 2024, the delay in reconstituting the committees led to the imposition of the fines by both BSE and NSE, as per the provisions under Chapter-VII(A)-Penal Actions for Non-Compliance outlined in SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.

Financial Implication and Waiver Request

The financial impact of this penalty is ₹92,040/- each, payable to BSE and NSE, amounting to a total of ₹1,84,080/-.

However, APL has already applied for a waiver of the fine imposed by the stock exchanges, citing the temporary and unavoidable nature of the vacancy due to the natural transition in the company’s independent directorship. The Company also pointed out that the reconstitution of the committees was undertaken at the earliest available opportunity.

Company’s Response and Way Forward

Amines & Plasticizers Limited has responded to the notices by providing detailed justifications and explanations to BSE and NSE. The response highlights:

• The unavoidable delay caused by the completion of the second term of outgoing directors.
• The prompt appointment of new Independent Directors on September 27, 2024, with formalization of committee reconstitution by October 14, 2024.
• The company’s commitment to compliance and adherence to SEBI norms moving forward.

The waiver application submitted by the Company is currently under review by BSE and NSE. The Company expects that a positive outcome may lead to the waiving of the imposed fines, considering that the vacancy was not prolonged and corrective actions were undertaken swiftly.

Impact on Company Operations

The notices and fines levied by BSE and NSE are not expected to have any significant financial or operational impact on the Company. The fine amount, though notable, does not substantially affect the Company’s overall financial standing.

Conclusion

Amines & Plasticizers Limited remains committed to upholding the highest standards of corporate governance and compliance. Despite the current penalties imposed by BSE and NSE, the Company has taken all necessary steps to ensure future compliance with the SEBI Listing Regulations and is hopeful for a favorable outcome regarding the waiver application.

Stakeholders and investors can expect continued transparency and compliance from APL as the Company moves forward.

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