Advance Petrochemicals Ltd.
|BSE: 506947||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE334N01018|
|BSE 14:05 | 08 Dec||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 506947||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE334N01018|
|BSE 14:05 | 08 Dec||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors are pleased to present 30th Annual Report and thecompanys audited financial statement for the financial year ended March 31 2015.
The companys financial performance for the year ended March 31 2015 issummarized below:
In order to conserve the resources your Directors do not recommend any dividend onequity shares of the Company.
Brief description of the Companys working during the year/State of Companysaffairs: Due to high volatility in the international market and weakening of crude oilprices consolidated revenue for the year is decreased by 11.57% to Rs. 112.47 Lacs ascompared to Rs.127.19 Lacs during the last year and as a result Net profit after taxdropped by 46.58% to Rs.5.65 Lacs as compared to Rs.12.14 Lacs during the last year.
The entire net profit after tax of Rs.5.65 is proposed to be retained in the Statementof Profit & Loss in the form of Surplus of the Company.
The final product of the Company is used as raw material in many manufacturingindustries like automobile industries building material industries and has evergreendemand. The Company has continued its effort on improving the market for its productdomestically also and popularizing its use.
Considering all the factors into consideration your directors are hopeful to achievebetter performance and achieve target turn over in the current year.
There is no change in the nature of business of the Company during the year.
Material Changes and Commitments:
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this report. There are no significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and companys operations in future.
Subsidiaries/ Joint Venture/ Associate Companies:
Company has no subsidiary/joint ventures/associate companies. As there are nosubsidiaries associates and joint ventures companies no consolidated financialstatements required to be given.
ISO 9001 CERTIFICATION:
Your Directors have pleasure informing you that the company has ISO-9001 certificationfrom the world renowned institution for its Chemical Division. Your Company is enjoyingcoveted and prestigious ISO 9001 Status. Company has successfully met all the stringentand rigorous revaluation and surveillance measures of UKAS Quality Management.
Necessary steps are being taken to renew the same in the current year.
Directors Responsibility Statement:
Your Directors Statement and confirm that:
i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from the same;
ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of financial year and of theprofit and loss of the company for the year ended on that date.
iii) the directors had taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv) the directors had prepared the annual accounts on a going concern basis.
v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
vi) the directors had devised proper systems to ensures compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Related Parties Transactions
There is no contract or arrangement entered into by the Company with related partiesreferred to in sub-section (1) of Section 188 of the Companies Act 2013. Your Directorsdraw attention of the members to Note F to the financial statement which sets out relatedparty disclosures.
The amended Clause 49 of listing requirements on Corporate Governance is not applicableto the Company and hence nothing to report thereon.
Corporate Social Responsibilities:
As the Companys net worth turnover or net profits are below the limit prescribedunder section 135 of the Companies Act 2013 and hence CSR is not applicable to yourCompany.
Your company has Risk Management Framework as approved by the Board of Directors whichprovides mechanism to identify evaluate business risk and opportunities. The riskassociated with the business of the Company its root causes are reviewed and steps aretaken to mitigate the same. The Audit Committee and Board of Directors also reviews thekey risk associated with the business of the Company the procedure adopted to assess therisk efficacy and mitigation measures.
Internal Financial Control:
The Company has a good system of internal controls in all spheres of its activity. Theinternal control system is supplemented by effective internal audit being carried out byan external firm of Chartered Accountants. The Audit committee regularly reviews thefindings of the internal auditors and effective steps to implement the suggestion /observation of the Auditors are taken and monitored regularly. In the opinion of theBoard an effective internal control system adequate to the size of the Company exists.
Directors and Key Managerial Personnel:
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Shaileshsingh Rajput (DIN 00176962) and Mr. Ashok Goenka (DIN 00086925) andretire by rotation at the ensuing Annual General Meeting and being eligible have offeredthemselves for re-appointment.
Mr. J. K. Trivedi (DIN 00176500) has resigned as director w.e.f. 30/07/2014. Pursuantto the provisions of Section 149 152 read with Schedule IV of the Companies Act 2013Mr. Nirish J. Parikh (DIN 03506494) and Mr. Omprakash Jalan (DIN:00176876) have beenappointed as Independent directors by the shareholders at 29th Annual Generalmeeting held on September 30 2014 for a period of five years. Pursuant to the provisionsof Section 161 (1) of the Companies Act 2013 Ms. Aanchal Goenka (DIN 07145448) appointedas additional director designated as woman director of the Company with effect from March31 2015 and She shall hold office upto the date of ensuing annual general meeting. Thecompany has received requisite notices in writing from members proposing Ms. AanchalGoenka as Director of the Company.
Mr. Natraj Arli has been designated as Chief Financial Officer of the Company witheffect from March 31 2015.
COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:
Composition of Board
The Board of Directors has an optimum combination of Executive and Non-ExecutiveDirectors and Independent directors in accordance with the provisions of the Act. Thecomposition of the Board of Directors of the company as on 31st March 2015 isas under:
11 Board meetings were held during the year. The details of Board Meetings are givenbelow:
During the year the company has reconstituted its Audit Committee. The Composition ofCommittee is as under:
The composition of committee inter alia meets with the requirement of Section 177 ofthe Companies Act 2013
Functions and Powers of Audit Committee:
The Committee shall have discussions with the auditors periodically about internalcontrol systems the scope of audit including observation of the auditors and review offinancial statement before their submission to the Board and discuss any related issuewith internal and statutory auditors and the management of the company. In discharging thefunction of the Audit Committee the committee shall have the authority to investigateinto any matter in relating to any terms specified in Section 177 or referred to it by theBoard.
Responsibility of the Committee :
The Committee may assign any matter of importance nature relating to the accountsfinance taxation inspection and investigation from time to time and may requiresubmitting a report to the Board on such matters within the stipulated time. The committeeon any matter relating to financial management including audit report shall submit areport to the Board from time to time.
The Board has accepted all the recommendation made by the Audit Committee.
Nomination and Remuneration Committee:
During the year the Company has renamed and reconstituted its Remuneration Committee asthe Nomination and Remuneration Committee: The Composition of Committee is as under:
The Committee has been reconstituted in terms of Section 178 of the Companies Act2013. The Committee shall have at least the following basic responsibilities:
To identify persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down recommend to theBoard their appointment and removal and shall carry out evaluation of everydirectors performance.
To formulate and review criteria that must be followed for determiningqualification for determining qualifications positive attributes and independence ofdirector.
To recommend the Board a policy relating to the remuneration for the directorskey managerial personnel and other employees and to ensure compliance with theremuneration policy set forth by the Company.
To propose to the Board the members that must form part of the Committee.
To report on the systems and on the amount of the annual remuneration ofdirectors and senior management.
Stakeholders Relationship Committee
The Committee has reconstituted and renamed Investor Grievance Committee asStakeholders Relationship Committee. The composition of the Committee is inaccordancewiththeCompaniesAct2013.TheCompositionoftheCommitteeisasunder:
Basic Responsibilities of the Committee:
Considering and resolving the grievance of shareholders of the Company withrespect to transfer of shares non receipt of annual report etc.
Ensuring expeditious share transfer process in line with the proceedings of theShare Transfer Committee.
Evaluating performance and service standards of the Registrar & ShareTransfer Agent of the Company.
Providing guidance and making recommendation to improve service levels forinvestors.
Details of the Meeting and its attendance are given as under:
The Committee was reconstituted in October 2014.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committee.
Various aspects of the Boards functioning were evaluated such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.
Declaration by Independent Directors:
The Independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the Companies Act 2013 and under the Listing Agreementwith the Stock Exchanges.
Remuneration to Directors:
The remuneration paid to Directors Non Executive Directors and Independent Directorsare disclosed in the Extract to the Annual Return i.e. MGT 9 as Annexure A to theBoard Report.
Company has vigil mechanism in force to deal with instances of fraud and mismanagementif any. The mechanism ensures that strict confidentiality is maintained whilst dealingwith the concern and also that no discrimination will be meted to any person for agenuinely raised concern. The Chairman of the Audit Committee may also be contacted byemployees to report any suspected or concerned incident of fraud / misconduct.
The detail of the Policy has been posted on the website of the Company.
Employee Stock Option etc:
During the year there are no issue of equity shares with differential rights no issueof sweat equity shares no issue of employee stock options and no provision of money bycompany for purchase of its own shares by employees or by trustees for the benefit of theemployees the details required to be given under various rules issued under the CompaniesAct 2013 is NIL.
The Board has appointed Mr. Bipin L. Makwana Practicing Company Secretary to conductSecretarial Audit for the financial year 2014-2015. The secretarial Audit Report for thefinancial year March 31 2015 is annexed herewith. With respect to the observation of theSecretarial Auditor the Board replies hereunder:-
1. The company has not filed particulars of Charges in favour of BMW India FinancialServices Pvt. Ltd on hypothecation of car on car loan :The Company had executed agreementfor car loan with BMW India Financial Services Pvt. Ltd and was under impression that therequired particulars of charges have been filed by them with the Registrar. Throughobservation of the Secretarial Auditor it came to the notice of the management that thefiling of charge is pending; the company is taking steps towards filing of charge inconsultation with Charge holder.
2. Entire promoters shareholding are not in demat form.
The promoters are in touch with the R & T of the Company for issue of consolidatedduplicate share certificate. The shares of the company are being dematted on the receiptof the consolidated Share Certificate basis. The company has made request to the promotersto get their share dematted at the earliest.
3. The Company has not appointed a whole time qualified Company Secretary in theCompany.
The Companys paid up share capital of the Company is less than Rs.5 Crores.However to ensure the better compliances of the various laws the Company is taking stepsto appoint a qualified company secretary who can accommodate in the organization.
4. The company has not maintained proper records showing full particulars includingquantitative details and situation of fixed Assets.
Your directors submit that Fixed Assets Register has been maintained and physicalverification of fixed assets would be made by the company in due course of time.
Auditors and Auditors Report:
M/s. Pipara & Co. Chartered Accountants Ahmedabad (FRN 107929W) are the statutoryauditors of the Company and there are no changes in the same and they are being eligibleoffers themselves for reappointment and Board recommend their reappointment.
1. The company has not maintained proper records showing full particulars includingquantitative details and situation of fixed Assets & fixed assets have not beenphysically verified by the Management at reasonable intervals.
Your directors submit that Fixed Assets Register has been maintained and updated andphysical verification of fixed assets would be made by the company in due course of time.
Particulars of Loans Investment Guarantee and Securities:
Particulars of Loans investment Guarantee and Securities are given in the financialstatement (Please refer to Note 2.2 2.3 and 2.7 to financial statement).
Conservation of energy technology absorptions and foreign exchange earnings and outgoare as follows: Our industry is not heavy consumer of energy further during the yearunder review the company made efforts to conserve energy through reduction consumptionthe company will continue to endeavor of conserve energy and use it more efficiently.Particulars of Energy conservation and its use is given below:
Company is having its own research & development facilities. The process ofdevelopment is a continuous process resulting in development of new & importsubstitute products. Company is taking all appropriate measures to absolve the technologyin its area of operation.
Particulars of Foreign exchange earnings and outgo is given as under:
Extract of Annual Return:
Extract of the Annual Return of the Company in MGT-9 is enclosed herewith as anannexure A to this Report.
Particulars of Employees and Other Related disclosures:
The Company has no employee drawing the remuneration of Rs.5 Lacs p.m or Rs.60 Lacsp.a.
However the information required pursuant to Section 197 read with Rule 5 (1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company will be provided upon request. In terms of Section 136 of theAct the Report and Accounts are being sent to the Members and others entitled theretoexcluding the information on employees particulars which is available for inspectionby the Members at the Registered Office of the Company during business hours on workingdays of the Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the SecretarialDepartment at the Regd. Office of the Company.
Your Company has not accepted any deposits which fall under Chapter V and Section 73 toSection 76 of the Companies Act 2013.
General Shareholder Information
Listing of Shares:
Your Company is currently listed with BSE Ltd. The company has paid necessary listingfees for the year 2015-2016.
ISIN of the Company : INE334N01018
Registrar and Share Transfer Agents : (R & T) & Share Transfer System
The company has appointed M/s. Bigshare Services Private Limited E-2/3 Ansa IndustrialEstate Sakivihar Road Sakinaka Andheri (E) Mumbai: 400 072 as Registrar and TransferAgents for electronics shares. The average time taken in transfer of shares is 15 daysprovided documents are correct and valid in all respect.. The depositories directlytransfer the dematerialized shares to the beneficiaries.
Your Directors wish to place on record their deep sense of gratitude to Banks for theircontinued support and cooperation. Our sincere thanks are also due to our esteemedcustomers suppliers and finally to employees of the Company for their untiring effortsand commitment to their duties.
SECRETARIAL AUDIT REPORT
[Pursuant to Section 204 (1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
To The Members
Advance Petrochemicals Ltd.
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Advance PetrochemicalsLimited (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon. Based on my verification of theCompanys books papers minute books forms and returns filed and otherrecords maintained by the company and also the information provided by the Company itsofficers agents and authorized representatives during the conduct of secretarial audit Ihereby report that in my opinion the company has during the audit period covering thefinancial year ended on 31st March 2015 (Audit Period) complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter: I have examined the books papers minute books formsand returns filed and other records maintained by the Company for the financialyear ended on 31st March 2015 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rule made thereunder;
(ii) The Securities Contract (Regulation) Act 1956 (SCRA) and the rulesmade hereunder;
(iii) The Depositories Act 1956 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; (not applicable to the company during the Audit Period)
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act);
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeover) Regulations 2011.
(b) The Securities and Exchange Board of India (Prohibition of Insider TradingRegulation 1992.
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirement) Regulation 2009; (Not applicable to the Company during the Audit Period)
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999. (Not applicable to the Company duringthe Audit Period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulation 2008; (Not applicable to the Company during the Audit Period)
(f) The Securities and Exchange Board of India (Registrar to an Issue and ShareTransfer Agent) Regulations 1993 regarding Companies Act and dealing with client.
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulation2009; (Not applicable to the Company during the Audit Period) and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the Audit Period)
I have also examined Compliances with the applicable clauses of the following:
(i) Secretarial Standards issued by the Institute of Companies Secretaries of India. (Notapplicable to the Company during the Audit Period)
(ii) The Listing Agreement entered into by the Company with Stock Exchange (s).
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except to the extent asmentioned below.
1. The company has not filed particulars of Charges in favour of BMW India FinancialServices Pvt. Ltd on hypothecation of car.
2. The Company has not yet met the criteria of having 100% promoters holding indemat form.
3. The company has not maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act except that the Company hasnot appointed a whole time qualified Company Secretary.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a System exists forseeking and obtaining further information and clarification on the agenda items before themeeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during audit period
a) the Company has been authorized pursuant to the provisions of Section 180 (1) (c) bythe members in the Annual General Meeting held on 30/09/2014 to borrow from time to timeas they may think fit any sum or sums of money not exceeding Rs. 500 Crore (Rupees FiveHundred Crore Only) (including the money already borrowed by the company) in Indian Rupeesor equivalent thereof in any foreign currency(ies).
b) the Company has been authorized pursuant to the provisions of Section 180 (1) (a) bythe members in the Annual General Meeting held on 30/09/2014 for mortgaging and / orcharging all or any of the present and / or future one or more movable and / or immovableproperties and assets and the whole or substantially the whole of the undertaking of theCompany in such form and manner as the Directors may determine for the purpose ofsecuring the borrowings of the Company upto a sum of Rs. 500 Crore (Rupees Five HundredCrore Only) from Financial Institutions / Banks or any other persons (hereinafter referredto as "the Lenders") in terms of loan Agreements entered into / to be enteredinto by the Company with the lenders in respect of the said borrowings.