Amines & Plasticizers Ltd has a seven-year record of unqualified audit opinions and clean CARO clauses, with an auditor who rotated on schedule in 2022. But that clean record sits alongside a cluster of live disputes: ₹11.95 crore of fresh income-tax demands, a ₹25.34 crore GST payment stuck in litigation, and a ten-year cash conversion record that covers barely half of reported EBITDA.
Key findings
- Fresh income-tax demands of ₹11.95 crore, with appeals just beginning
Major- The Income Tax Department issued reassessment notices for AY 2013-14 to AY 2015-16 on selling-agent commissions, received 23-24 February 2026, citing disallowances totalling ₹9.57 crore. Assessment orders followed in March 2026 raising demands of ₹3.40 crore, ₹5.40 crore and ₹3.14 crore, including interest. The company filed an appeal on 30 March 2026 against the AY 2013-14 order and was in the process of appealing the other two; penalty show-causes under Section 271(1)(c) remain unquantified. - ₹25.34 crore of GST paid under protest, stuck at pre-admission for three years
Major- The company paid ₹25.34 crore GST under protest for disallowed input tax credit on FY2022-23 procurement and is litigating for refund before the Bombay High Court, with no formal demand from the GST department as at March 31, 2026. The refund was rejected and the writ petition remained at pre-admission stage as of FY2024-25. The auditors flagged litigations and contingencies as a Key Audit Matter in FY2025-26. - Operating cash flow covered only 52% of EBITDA over ten years
Major- Cumulative CFO of ₹226 crore was 0.52x cumulative EBITDA of ₹437 crore over the ten years through FY26. Receivables days climbed from 55.24 in FY2023-24 to 74.18 in FY2024-25 and 89.00 in FY2025-26. In FY2021-22, standalone operating cash flow was negative ₹(2,789.19) lakhs while the company paid dividends of 2.2 crore. - Promoter family controls the board; public votes on promoter pay are thin
Major- Mr. Hemant Kumar Ruia and his son Mr. Yashvardhan Ruia are the only related directors inter-se, both serving as executive directors. At the 48th AGM on September 29, 2023, the resolution re-appointing Mr. Ruia as CMD passed with only 1,117,193 votes polled, 2.03% of outstanding shares. The 51st AGM notice dated 31 Aug 2026 seeks commission of up to 2% of net profits for Mr. Ruia and 1% for his son, on top of monthly salaries of ₹10,00,000 and ₹4,50,000. - UAE subsidiary dominates the non-Indian structure; solar SPV kept off consolidation
Minor- Consolidation covers only the company and its wholly owned UAE subsidiary, Amines and Plasticizers FZ-LLC. The UAE subsidiary's revenue was Nil in FY2019-20 and ₹3.57 crore in FY2025-26. A 26% stake in a solar SPV is held as a "pure investment" with no significant influence; the AOC-1 for FY2025-26 shows a populated subsidiary row, while forms for FY2019-20 through FY2021-22 contain no populated rows. - Small related-party loan repaid; ₹3.02 crore interest write-off disclosed
Minor- A ₹48.81 lakh loan to the UAE subsidiary sat unchanged from FY2021-22 through FY2024-25, carried 9% interest, and was fully repaid in FY2025-26. In FY2019-20, the company wrote off ₹3.02 crore of interest owed by APL Infotech, a former subsidiary sold to a promoter group company at a Registered Valuer's fair price. CARO reports for FY2021-22 through FY2024-25 found the loan terms not prejudicial to the company's interest. - Seven years of clean opinions; audit-trail gap resolved in FY2025-26
Minor- Statutory auditors issued unqualified opinions on standalone and consolidated financials every year from FY2019-20 through FY2025-26. The audit-trail feature was not enabled for direct database changes in FY2023-24 and FY2024-25, with no tampering found; the FY2025-26 report states it operated throughout the year with no exception. A secretarial committee vacancy from September 29 to October 13, 2024 drew fines from BSE and NSE; the FY2025-26 secretarial report is unqualified. - Auditor rotation on schedule; no resignations or fee anomalies
Clean- M/s BDG & Associates served two terms and was replaced by M/s S A R A & Associates at the 47th AGM on 28 September 2022, approved with 99.9989% votes in favour. The secretarial auditor declined reappointment after four years and was replaced by M/s Shreyas Athavale & Co., approved with 100% votes on 25 September 2025. Consolidated audit fees were ₹5.73 lakhs for FY2025-26 and ₹5.82 lakhs for FY2024-25.
What to watch
- Income-tax appeals. Appeal against the AY 2013-14 order was filed 30 March 2026; appeals for AY 2014-15 and AY 2015-16 were stated to be in process as of that date.
- GST refund writ. The Bombay High Court petition on the ₹25.34 crore refund remained at pre-admission stage as of the FY2024-25 report.
- 51st AGM votes. Shareholder votes on promoter commission and revised remuneration, plus renewal of authority for member deposits up to 35% of capital, are scheduled for September 23, 2026.
- Auditor rotation. M/s S A R A & Associates' five-year term ends at the 52nd AGM in 2027.
Bottom line: This is a disclosed and audited record with a clean opinion history and routine auditor rotation. The risk is concentrated in two places: litigation that has already consumed cash, ₹11.95 crore in tax demands and ₹25.34 crore in GST paid under protest, and a cash conversion pattern that has lagged reported profit for a decade. Watch the appeal outcomes and the AGM votes, and read the receivables line against the cash flow statement.