Your Directors have pleasure in presenting the Thirty First Annual Report of theCompany together with the Audited Accounts for the year ended 31stMarch 2015.
Your Company is the sole manufacturer of Oxo-Alcohols in India. The Oxo-Alcoholsconsist of the following products viz. 2 Ethyl Hexanol Normal Butanol and Iso Butanol.Your Company is an associate of The Andhra Sugars Ltd. and has its Regd. Office atTanuku.
Performance of the Company for the Financial Year ended 31st March2015 is summarised below: (Rs. in Lakhs)
| ||2014-15 ||2013-14 |
|Net Sales (excl. Excise Duty) ||14026.17 ||25929.25 |
|Profit / (Loss) before Interest & Depreciation ||(2879.45) ||(1039.30) |
|Less : Interest ||969.65 ||650.16 |
|Depreciation ||899.95 ||1334.53 |
|Profit / (Loss) after Interest and Depreciation ||(4749.05) ||(3023.99) |
|Provision for Deferred Tax ||(297.14) ||(457.14) |
|Profit / (Loss) after Taxation ||(4451.91) ||(2566.85) |
|Balance brought forward from previous year ||7582.76 ||10149.61 |
|Adjustment of carrying amount of the assets whose remaining useful life is nil as per Schedule II to the Companies Act 2013 (net of deferred tax of Rs.101.53 lakhs) ||(211.39) || |
|Profit carried forward to next year ||2919.46 ||7582.76 |
OPERATIONAL AND FINANCIAL PERFORMANCE:
During the Financial Year 2014-15 the Plant produced 18765 MTs (previous year 26460MTs) which works out to 26% (approx.) capacity utilisation. Sales during the year were19101 MTs (previous year 29157 MTs). Lower production was due to lower Propyleneavailability with HPCL as a consequence of fire accident on 23rd August2013 in HPCL's Cooling Tower non-remunerative selling prices of the products and Hudhudcyclone on 12th October 2014. Company had incurred a Net Loss ofRs.44.52 crores during the current Financial Year 2014-15 against Rs.25.67 crores Net Lossincurred during the previous year.
Due to loss incurred during the year under report your Directors are unable torecommend any dividend for the Financial Year 2014-15.
CAPITAL & RESERVES:
Authorised and Paid-up Capital:
The Authorised Capital of the Company is Rs.85 crores and the Paid-up Capital isRs.84.97 crores.
The total Reserves position as on 31.3.2015 stood at Rs.58.55 crores against Rs.105.19crores in the previous year.
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENTS:
Company's operations were affected for the whole year under review on account ofun-remunerative product prices. The product prices were very low for major part of theyear well below the variable cost of production itself. For certain periods Propylenesupplies by HPCL were also somewhat lower due to the outage of one of the productCondensers in the Propylene Recovery Unit of HPCL damaged due to a Fire accident earlier.A new imported Condenser was installed and commissioned during the first week of April2015 which removed the bottleneck in Propylene production by HPCL. The bottleneck hasarisen on a Force Maejure condition. HPCL have since demonstrated higher Propyleneproduction meeting full scale requirement of our Company. Poor product prices andconsequently unit shutdown for prolonged period during the year resulted in poor financialperformance.
The Company has negotiated with HPCL for revision in the basis of Propylene pricingrelated to crude prices on a short-term basis in order to avoid wide variation betweenPropy-lene and product prices.
The Company has taken up with the Government of India for levy of Anti-dumping Duty onboth the main products 2-Ethyl Hexanol and Normal Butanol in view of the injury to theCompany caused by dumping of these products into India by exporting countries. At thisstage the Company feels that it is likely that certain Anti-dumping Duties will be leviedon both the products that may result in improved performance of the Company. HPCL hassince established full scale operations of their Propylene Recovery Unit which will assistyour Company in operating the unit at full capacity that can also contribute to betterperformance of the Company.
OPPORTUNITIES AND THREATS:
The Company is expected to realise full capacity in view of HPCL's capability tooperate their Propylene Recovery Unit at full capacity which can contribute for favourableperformance of the Company. Expected levying of Anti-dumping Duties also contributetowards improved performance of the Company. However international product pricesstrengthening of Rupee against Dollar may impact the Company's performance to some extent.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has internal control systems commensurate with the size of the businessoperations. A Chartered Accountants' firm is engaged to carry internal audit covering theentire operations. The Audit firm submits internal audit report periodically with theirsuggestions and / or corrections. Audit Committee critically deliberates and reviews suchinternal audit reports and ensures effectiveness of the internal control systems.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS:
As far as the Human Resources is concerned the employees are being trained to meet thePlant requirements from time to time by motivating them in a positive way and theindustrial relations continue to be cordial throughout the year. The total number ofemployees employed as on 31.3.2015 is 268.
Your Company has overcome the raw material supply constraints faced due to fireaccident in supplier's premises during August 2013. However the Company's performance toa large extent is influenced by International demand and supply position and prices crudeprices exchange fluctuations etc. Overall operations are expected to improve in thecoming years.
RISKS AND CONCERNS:
The Company is depending for its major raw material i.e. Propylene from a singlesource i.e. HPCL Visakha Refinery. However the risk is built in the project evaluation.The crude prices exchange fluctuations and middle-east political stability is a majorconcern to the Company's performance.
The statements describing the Company's outlook estimates or predictions may beforward-looking statements based on certain assumptions of future events. Actual resultsmay differ materially from those expressed or implied since the Company's operations areinfluenced by external or internal factors. Your Company closely monitors all majordevelopments likely to affect the operations and will respond to meet the potentialthreats and to gain from any possible opportunities.
During the year under review your Company did not accept any deposits within themeaning of provisions of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
SAFETY HEALTH AND ENVIRONMENT:
Your company has been awarded the following:-
Silver Trophy in National Safety Awards (NSA) -2012 for Lowest AverageFrequency Rate (2010 2011 2012) awarded by Directorate General Factory Advice Servicesand Labour Institutes (DGFASLI) Mumbai / Faridabad.
Silver Trophy in National Safety Awards (NSA) - 2012 for Accident Free Yearawarded by Directorate General Factory Advice Services and Labour Institutes (DGFASLI)Mumbai / Faridabad.
Suraksha Puraskar (Bronze Trophy) in NSCI Awards -2014 for the assessmentyear 2011 2012 2013 by National Safety Council India (NSCI) Mumbai.
Safety of human and Plant assets is of top priority of the Company. Continuous trainingof personnel at various levels on safety and strict compliance of regulations is ensuredwhich resulted in another accident-free year. Your Company has established several processmeasures and a number of environmental control systems to contain environmental impact andensures their close monitoring. It may be noted that your Company is always in theforefront and proactive in implementing environment protection measures.
All the insurable assets of the Company including Plant and Machinery Buildings andInventories are insured on reinstatement value basis.
The Equity Shares of your Company are listed on the Bombay Stock Exchange. Listing feeshas been paid.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure -"A" and forms an integral part of this report.
During the year under report Sri Justice G Ramanujam (Retd.) retired as Director ofthe Company from 10.9.2014. IDBI Bank Ltd. withdrew Sri Anirudha Behera as its NomineeDirector from the Board of the Company from 31.10.2014 and in his place Sri A Mallikarjunwas nominated from 1.11.2014 who was also withdrawn from the Board of the Company from10.2.2015.
Dr.(Smt.) D Manjulatha was co-opted as Additional Director on the Board of the Companyw.e.f. 27.3.2015 on the recommendation of the Nomination and Remuneration Committee atits Meeting held on 27.3.2015.
APIDC withdrew the nomination of Smt. Anita Rajendra I.A.S. and Sri K Rajendra Prasadas its Nominee Directors from the Board of the Company w.e.f. 19.10.2014 and 29.5.2015respectly. Further it has nominated Smt. Y V Anuradha I.A.S. and Sri Shamsher SinghRawat I.A.S. on the Board of the Company and they have been co-opted as AdditionalDirectors on the Board of the Company w.e.f. 23.7.2015 on the recommendation ofNomination and Remuneration Committee at its meeting held on 23.7.2015.
Your Directors place on record their warm appreciation for the valuable guidancerendered by Sri Justice G Ramanujam (Retd.) Smt. Anita Rajendra I.A.S. Sri K RajendraPrasad Sri Anirudha Behera and Sri A Mallikarjun during their tenure as Directors of theCompany.
As per the provisions of the Companies Act 2013 during the year under review Sri M RB Punja Sri A A Krishnan and Sri Surinder Kumar Kapoor were appointed as IndependentDirectors on the Board of the Company for a period of 5 consecutive years from 12.9.2014.
All Independent Directors have given declarations at the first meeting of the Board ofDirectors held during the Financial Year 2015-16 (i.e. on 22.5.2015) that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andClause 49 of the Listing Agreement.
Dr.(Smt.) D Manjulatha Smt. Y V Anuradha I.A.S. and Sri Shamsher Singh RawatI.A.S. hold office upto the date of the ensuing 31st Annual GeneralMeeting (AGM). Resolutions seeking their appointment as Directors are being placed for theapproval of the shareholders at the ensuing 31st AGM. In accordance withthe provisions of the Companies Act 2013 and Articles of Association of the CompanyDirectors Sri Mullapudi Thimmaraja and Sri P Narendranath Chowdary retire by rotation atthe ensuing 31st AGM and being eligible offer themselves forreappointment.
KEY MANAGERIAL PERSONNEL:
During the year under review the Company appointed following persons as Key ManagerialPersonnel:
|Sl No. ||Name of the person ||Designation |
|1. ||Dr. V N Rao ||Chief Executive & Chief Operating Officer |
|2. ||Sri P Ratna Rao ||General Manager (Finance) |
|3. ||Sri K Raghu Ram ||Manager (Finance) & Asst. Secretary |
Audit Committee consists of three Non-Executive Independent Directors Sri A A Krishnan(Chairman) with Sri M R B Punja and Sri Surinder Kumar Kapoor as its members.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed D Hanumanta Raju & Co. Practising CompanySecretaries (CP No.1709) Hyderabad to undertake the Secretarial Audit of the Company.The Secretarial Audit Report is included as Annexure - "B" and forms anintegral part of this report.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement your Board has carried out a formal process of evaluation of the Board itsCommittees and the individual Directors.
The performance was evaluated based on the parameters such as effectiveness of Board /Committee process and functioning contribution of Board / Committee members to overalleffectiveness of the Board / Committee avoiding conflict with Company's interestbonafide discharge of responsibilities in the interest of the Company and upholdingethical standards integrity and probity etc.
The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The evaluation process reflected valuablecontribution of members of the Board / Committee thereof.
NUMBER OF MEETINGS OF THE BOARD:
The details of the number of Meetings of the Board held during the Financial Year2014-15 are given in the Corporate Governance Report which forms part of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:
Your Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013. Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to financial statements.
WHISTLE BLOWER POLICY:
As per the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement your Company has established a Vigil Mechanism / Whistle Blower Policy forDirectors and employees to report genuine concerns (unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct) in prescribed manner.
The Policy provides adequate safeguards against victimisation of the complainant anddirect access to the Chairman of the Audit Committee. The protected disclosures if anyreported under this Policy will be appropriately and expeditiously investigated.
The Whistle Blower Policy may be accessed on the Company's website at the link: http://www.andhrapetrochemicals.com/Whistle Blower Policy.pdf.
Your Board of Directors at its Meeting held on 27.3.2015 framed and adopted a RiskManagement Policy of the Company to identify and mitigate the risks. The risk managementframework defines the risk management approach of the Company and includes periodic reviewof such risks and also risk mitigation measures and reporting mechanism of such risks.Risk Management Policy of your Company can be viewed by entering the urlhttp://www.andhrapetrochemicals.com/ POLICY ON CORPORATE RISK MANAGEMENT.pdf in the webbrowser.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
For details of CSR Committee composition please refer Corporate Governance section ofthis report.
As a part of its initiative under the Corporate Social Responsibility (CSR) drive theCompany has undertaken a project in the area of plantation of trees. This project is inaccordance with Schedule VII of the Companies Act 2013 and Company's CSR Policy. TheReport on CSR activities as required under Companies (CSR Policy) Rules 2014 is set outas Annexure - "C" forming part of this report.
NOMINATION AND REMUNERATION COMMITTEE:
As required by the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement your Board of Directors at its Meeting held on 24.5.2014 constituted Nominationand Remuneration Committee comprising Directors viz. Sri Surinder Kumar Kapoor asChairman and Sri M R B Punja and Sri P Narendranath Chowdary as its members.
NOMINATION AND REMUNERATION POLICY:
The Board of Directors of your Company has on recommendation of the Nomination &Remuneration Committee adopted a Nomination & Remuneration Policy which lays down theframework in relation to the criteria for selection and appointment of Board members andremuneration of Directors / Key Managerial Personnel and Senior Management of the Company.This Policy can be accessed on the Company's website at the link:http://www.andhrapetrochemicals.com/NOMINATION REMUNERATION POLICY.pdf.
M/s Brahmayya & Co. Chartered Accountants Vijayawada have been appointed asStatutory Auditors of the Company for the Financial Years 2014-15 2015-16 and 2016-17 bythe shareholders at the 30th Annual General Meeting held on 12thSeptember 2014. Now approval of shareholders is sought for ratification of appointmentand fixation of remuneration for the Financial Year 2015-16.
M/s Narasimha Murthy & Co. Cost Accountants Hyderabad were appointed as CostAuditors of the Company for the year ended 31st March 2015. CostAuditors' Report in respect of Financial Year 2013-14 has been filed with the Ministry ofCorporate Affairs on 23rd June 2014 i.e. within the stipulated date.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars prescribed under Section 134 (3) (m) of the Companies Act 2013 read withthe Rule 8 (3) of Companies (Accounts) Rules 2014 are given below:
I) CONSERVATION OF ENERGY
1. Steps taken or impact on conservation of energy: During the year under reportno new initiatives were taken up. The benefits of previous year's investments have beenvalidated in this Financial Year.
2. Steps taken by the Company for utilisting alternative sources of energy:Company continues to draw cheaper power from APGPCL thereby reducing the average powercost.
3. Capital Investment on energy conservation equipments: Nil
II) TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:
a) Efforts made: Oxo and Butanols Plant technology has been fully absorbed andthe Company is able to operate the Plant at higher loads.
b) Benefits: The Company has realised the benefits afterModernisation-cum-Optimisation by way of improved process efficiencies and also reductionof specific power consumption.
c) Imported Technology: NIL
d) Expenditure incurred on R & D: In view of prolonged Plant shutdown duringthe year due to disruption in supplies of major raw material Propylene and loss incurredby the Company an amount of Rs.20 lakhs expenditure has been incurred on R & Dactivities.
III) Foreign Exchange earning and outgo: (On cash basis) (Rs. in lakhs)
| ||For the year ended 31.3.2015 ||For the year ended 31.3.2014 |
|i. Earnings ||-- ||-- |
|ii. Outgo ||225.85 ||471.33 |
PARTICULARS OF EMPLOYEES:
Statement of particulars of employees of the Company as required under Section 197 (12)of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forming part of this report is annexed hereto (Annexure-"D").
Employee mentioned in the said Annexure is not a relative of any Director of theCompany. None of the employees holds (by himself or along with his spouse and dependentchildren) more than 2% of the Equity Shares of the Company.
DEMATERIALISATION OF SHARES:
As on 31st March 2015 out of the total number of 84971600 EquityShares 76905669 Equity Shares constituting 90.51% stand dematerialised.
RELATED PARTY TRANSACTIONS:
As per the provisions of Clause 49 of the Listing Agreement your Company hasestablished a Policy on materiality of Related Party Transactions and on dealing withRelated Party Transactions.
The Policy on Related Party Transactions as approved by the Board of Directors isavailable on the website of the Company. The weblink of the same is http://www.andhrapetrochemicals.com/POLICY ON RELATED PARTY TRANSACTIONS.pdf .
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business.
All Related Party Transactions are placed before the Audit Committee and the Board forapproval. Omnibus approval was granted by the Audit Committee on yearly basis fortransactions which are repetitive in nature. A statement giving details of all RelatedParty Transactions are placed before the Audit Committee and the Board for review andratification on a quarterly basis.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
Your Company has in place a Prevention of Sexual Harassment Policy in line with therequirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee (ICC) was set up to redresscomplaints received regarding sexual harassment. During the year 2014-15 there were nocomplaints received by the ICC.
PARTICULARS OF REMUNERATION:
The information required under Section 197 of the Companies Act 2013 and the rulesmade thereunder in respect of employees of the Company is as follows:-(a) the ratio ofthe remuneration of each Director to the median remuneration of the employees of theCompany for the Financial Year: Our Directors draw remuneration only by way of sittingfees.
The details of the same are provided in Corporate Governance Report which forms anAnnexure to this report. No other remuneration is drawn by them including the ManagingDirector. Hence the ratio of remuneration of each Director to the median remunerationcould not be given.
(b) the percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary or Manager if any in the Financial Year;There is no change in sitting fee during the current Financial Year. Other details are asfollows:
|Name of the Person ||% increase in remuneration |
|Dr. V N Rao || |
|Chief Executive & Chief Operating Officer ||10.22% |
|Sri P Ratna Rao || |
|General Manager (Finance) ||14.67% |
|Sri K Raghu Ram || |
|Manager (Finance) & Asst. Secretary ||8.56% |
(c) the percentage increase in the median remuneration of employees in the FinancialYear: 8.26% (d) the number of permanent employees on the rolls of Company: 268 (e) theexplanation on the relationship between average increase in remuneration and Companyperformance; On an average employees received an increase of 8.26%. The increase inremuneration is in line with the market trends. A direct co-relation of employeeremuneration and Company performance as envisaged in the rules is not feasible consideringthe qualitative factors involved in measuring performance.
(f) comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:
|Particulars ||Rs. in lakhs |
|Remuneration of Key Managerial Personnel || |
|(KMP) during Financial Year 2014-15 (aggregated) ||95.65 |
|Revenue ||14142.36 |
|Remuneration (as % of revenue) ||0.68% |
(g) variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current Financial Year and previous Financial Year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the networth of theCompany as at the close of the current Financial Year and previous Financial Year;
|Particulars ||Unit ||As at 31st March 2015 ||As at 31st March 2014 ||Variation |
|Closing rate of share at BSE ||Rs. ||11.64 ||9.48 ||22.78% |
|EPS (Consolidated) ||Rs. ||(5.24) ||(3.02) ||(73.51%) |
|Market capitalisation ||Rs./lakh ||9890.69 ||8055.31 ||22.78% |
|Price Earnings ratio ||Ratio ||(2.22) ||(3.13) ||29.07% |
Percentage in bracket represents negative percentage. (h) average percentile increasealready made in the salaries of employees other than the managerial personnel in the lastFinancial Year and its comparison with the percentile increase in the managerialremuneration and justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration The average increase in salariesof employees other than managerial personnel in 2014-15 was 8.26%. Percentage increase inthe managerial remuneration for the year was NIL.
(i) Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company:
|Particulars ||Chief Executive Officer ||Chief Financial Officer ||Company Secretary |
| ||Rs. in lakhs ||Rs. in lakhs ||Rs. in lakhs |
|Remuneration ||64.26 ||19.99 ||11.40 |
|Revenue ||14142.36 ||14142.36 ||14142.36 |
|Remuneration (as % of revenue) ||0.45% ||0.14% ||0.08% |
(j) the key parameters for any variable component of remuneration availed by theDirectors: Not applicable as Directors do not draw any remuneration except by way ofsitting fees.
(k) the ratio of the remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year: Not applicable as Directors' remuneration consists of only sitting fees.
(l) affirmation that the remuneration is as per the Remuneration Policy of the CompanyThe Company's Remuneration Policy is driven by the success and performance of theindividual employees and the Company. Through its compensation package the Companyendeavours to attract retain develop and motivate a high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay.Individual performance pay is determined by business performance and the performance ofthe individuals measured through the annual appraisal process. The Company affirms thatthe remuneration is as per the Remuneration Policy of the Company.
SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators / Courts thatwould impact the going concern status of the Company and its future operations.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Companies Act 2013:
i) that in the preparation of the Annual Accounts for the year ended 31stMarch 2015 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any;
ii) that Accounting Policies have been selected and applied consistently and thatjudgements and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2015 andof the loss of the Company for the year ended on that date;
iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv) the annual accounts have been prepared on a going concern basis; v) that theDirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and vi) thatthe Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
REPORT ON CORPORATE GOVERNANCE:
As required under Clause 49 of the Listing Agreement with the Stock Exchange thereport on Corporate Governance and the Auditors' Certificate on the compliance ofCorporate Governance are annexed and form part of the Directors' Report (Annexure -"E").
Your Directors acknowledge the co-operation and continued valuable support receivedfrom Central and State Government authorities the Promoters - The Andhra Sugars Limitedand APIDC Financial Institutions Banks Shareholders Customers HPCL GAIL and otherSuppliers. Your Directors also wish to place on record their deep sense of appreciation ofthe valuable contribution made by the employees at all levels.
| ||On behalf of the Board |
|Hyderabad ||M R B Punja |
|23-7-2015 ||Chairman |