Assam Petrochemicals Ltd.
|BSE: 506267||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE277D01010|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 506267||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE277D01010|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have pleasure in presenting their 44th Annual Report of the companytogether with the Audited Financial Statement for the financial year ended on 31st March2015.
Financial Highlights (Standalone)
The Companys summarized financial performance (Standalone) for the financial yearending on 31st March 2015 is as under:
(Rs. in Lakhs)
During the year 2014-15 the turnover of the company was '92.63 crore as compared to'107.58 crore in the previous financial year. The turnover of the company declined by13.90% from that of previous financial year due to decline of price of Methanol in theinternational market which has direct impact in the domestic market of Methanol andFormaldehyde. The company incurred loss of '6.48 crore during the year 2014-15 against theprofit of '9.38 crore earned in the previous year. The loss incurred mainly because ofincrease of prices of domestic Natural Gas by the Central Government from 4.2 USD to5.61USD with effect from 1st November 2014 and low realization of product prices. Theannual cost of Natural Gas was increased by 37% over the cost of the previous year.
The other income earned by the company mainly by way of interest on fixed deposits ofthe company's surplus fund.
The company has a subsidiary named Pragjyotish Fertilizers and Chemicals Ltd.incorporated in 2004. This subsidiary company has been defunct since its year ofincorporation as the company couldn't implement the project successfully for which it wasincorporated. Although the company is required to consolidate the financial statements ofits subsidiary company with company in accordance with the Section 129(3) of the CompaniesAct 2013 but same was not possible as the financial statements of that companyhasnt been updated for last several years. It is therefore only the standalonefinancial statement of the company are placed before the members for adoption in theensuing Annual General Meeting. The company has already written off entire investment madein the subsidiary in the successive financial statement over the years.
State of Company's Affairs and Future Outlook
The company has been in the petrochemical business for last four decades. The companyis presently producing and marketing of Methanol and Formaldehyde. The company is havingannual 33000 MT installed production capacity for Methanol and 41250 MT installedproduction capacity for formaldehyde. The company has also engaged a conversion agent toproduce formaldehyde from Methanol having capacity of 25 MT per day at Raninagar WestBengal. Indian petrochemical demand has been increasing by 10% per annum but the domesticannual production is increasing at the rate of 2.4% only. The deficit of the demand hasbeen catered by import. Considering the increasing demand of the petrochemicals in thedomestic market and to exploit the advantage of the Central Governments "ActEast Policy" the company is implementing a new integrated 500 TPD Methanol 200 TPDAcetic Acid project along with a 5 MW Captive Power Plant at an estimated capitalinvestment of '1028 crores. This will not only help bridge the gap of demand and supply ofMethanol and Acetic Acid in the country but also export to South East Asian countriesNepal Bhutan and Bangladesh.
The Company also has the plan to produce more value added downstream products of AceticAcid like Vinyl Acetate Monomer (VAM) Poly Vinyl Acetate Poly Vinyl Alcohol PurifiedTerephthalic Acid etc. in future.
The existing Methanol plant of the company has completed twenty seven years against itsnormal life of 15 years. This plant requires frequent maintenance of its equipments forproduction. Routine shut down for maintenance and frequent power cut by Assam State PowerDistribution Company Limited affected optimum utilization of the Methanol plant during thefinancial year 2014-15.
The company remained its same business of manufacturing and marketing of Methanol andFormaldehyde during the financial year 2014-15.
Sales & Marketing:
The company is marketing its products in North Indian States Bihar West Bengal andNorth Eastern States and also exporting to our neighbouring countries viz Nepal Bhutanand Bangladesh. The Company is giving importance to export its products for earningforeign exchange and better product price realization.
The Company sold 12645.82 MT Methanol during the FY 2014-15 against 8028.124 MTMethanol of the previous financial year. The total quantity of Methanol sold has increasedby 57.52% in the year compared to previous year sales quantity. Besides the increase intotal sales quantity from that of the last financial year the total turnover of theCompany was less in the current financial year than that of the previous financial year.The reason of this reduced turnover in the current financial year is due to decrease inprice of both the products in the domestic as well as the international market.
The area wise sales quantity of the companys products in the year 2014-15vis-a-vis in the previous year 2013-14 are as follows:
The members of the company are aware that the company is presently implementing theintegrated 500 TPD Methanol-200 TPD Acetic Acid project at an estimated project cost of'1028 crore. The project capital will be arranged through by issue of fresh equity sharesand loan from the commercial banks. The company obtained almost all the necessaryclearances from various statutory and administrative authorities for setting up theproject and some other allied activities.
The company awarded LEPCM contract for Methanol to Engineers India Limited and LicenseEngineering Supply of proprietary items and supervision of Erection Commissioning andGuarantee Test run of Acetic Acid project to Beijing Zehua Chemical Engineering Co. Ltd.China with overall project completion period of 36 months.
Human Resource Management and Industrial Relations:
The HR Department has been continuously playing a very important role in terms ofsourcing competent human resource through recruitment training and developing skills ofthe workforce motivating the employees for achievement of company's goals and objectives.Importance has been given on providing various technical and behavioral training in houseor outside for enhancing the existing level of skills and competencies of employeesworking across all levels in the company. During the
financial year 2014-15 the company organized 15 no. of in-house and 12 no. of externaltraining programmes.
The Company organized sports and cultural activities involving employee's spouse andchildren as a part of its employee engagement initiatives at Namrup which has helped indeveloping sense of belongingness developing positive work culture etc. within theorganization. In order to encourage and motivate employees' children in terms of achievingtheir academic laurels the Company rewarded all such students who had scoreddistinguished marks in their Board Examinations.
The manpower strength of the Company as on 31.03.2015 was 366 out of which 211 wereunionised cadre and remaining 155 nos. were executive cadre employees. The total nos. ofwoman employees as on 31.03.2015 was 40 nos.
The industrial relations scenario of the Company during year 2014-15 was harmonious andcordial. The issues raised by the Workers' Union and the Officers' Association wereresolved amicably through dialogs.
The Board could not recommend dividend to the members for the financial year 2014-15due to the loss suffered by the company.
Amounts Transferred to Reserves:
Since the company incurred loss during the year 2014-15 therefore no amount could betransferred to reserves.
Changes in Share Capital:
There was no change in the Share Capital of the Company during the financial year2014-15. However the authorized share capital of the company enhanced from '350 crore to'500 crore on 23rd April 2015 by creation of 15 crore additional shares ranking paripassu with the existing shares of the company.
Disclosure regarding Issue of Equity Shares with Differential Rights/ Employee StockOptions/ Sweat Equity Shares:
The Company didn't issue any shares with differential rights or Employee Stock Optionsor Sweat Equity Shares during the financial year 2014-15.
Extract of Annual Return:
Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management & Administration) Rules 2014 an extract of Annual Return in form MGT -9for the financial year 2014-15 is enclosed with this report as Annexure A.
Board of Directors and the Number of Board Meetings:
The Board of Directors of the Company is constituted as per the requirement of Section149 of the Companies Act 2013 and Clause 49 of SEBI Listing Agreement. Although thecompany is a listed company required to appoint a woman director as per Section 149 of theAct and the listing agreement but the company hasn't been appointed till this date as thecompany is in the process of delisting. Once the company is delisted the requirement ofappointing woman director will not be applicable.
Shri Ram Tirath Jindal Shri Paban Kumar Borthakur and Shri A. N. Das were reappointedas Directors of the company in accordance with the Section 152 of the Companies Act 2013in last Annual General Meeting.
During the year there were three changes in the Board of Directors of the Company. TheGovernment of Assam and Assam Industrial Development Corporation Limited had appointedShri V.B. Pyarelal Shri Swapnanil Barua and Shri S.K. Khare as Directors in place of ShriN.N. Barkakoty Shri Rajesh Prasad and Shri Paban Kumar Borthakur respectively. Thedetails of newly appointed Directors are given as under:
1) Shri V B Pyarelal IAS
Shri V.B. Pyarelal is an Indian Administrative Service (IAS) officer of 1983 batch ofAssam Meghalaya joint Cadre. He did his Graduation and Post Graduation in Economics fromUniversity of Kerala and also completed M. Phil. degree in Social Sciences from PanjabUniversity. He has been working in different capacities in Government of Assam and CentralGovernment for more than three decades.
Shri Pyarelal is presently serving to the Government of Assam as Additional ChiefSecretary Power and Public Enterprise Department Agriculture and Panchayat & RuralDevelopment Department. Shri Pyarelal is also member of Board of Directors of severalState Govt. enterprises including Assam Industrial Development Corporation Ltd Assam TeaCorporation Ltd. Assam Trade Promotion Organisation Assam Hydrocarbon and Energy CompanyLtd.
Govt. of Assam and Assam Industrial Development Corporation Ltd. nominated Shri V BPyarelal as Director of the company in place of Shri N N Barkakoty w.e.f. 26th February2015.
Meanwhile the Govt. of Assam by notification relived Shri V B Pyarelal as Director ofthe company and appointed Shri Shyam Lal Mewara IAS Additional Chief Secretary to theGovt. of Assam as Director in place Shri Pyarelal w.e.f. 21st July 2015.
2) Shri Sameer Kumar Khare IAS
Shri Sameer Kumar Khare is an IAS officer of 1989
batch of Assam Meghalaya joint cadre. Shri Khare graduated in Mechanical Engineeringfrom Indian Institute of Technology (IIT) Bombay and post graduation in EcologyEnvironment Science as well as Business Finance after joining the services. Shri Khareworked in various capacities in Government of Assam Govt. of Madhya Pradesh Govt. ofChhattisgarh and in the Central Government in last 25 years. Shri Khare last served theCentral Govt. as Joint Secretary in the Ministry of Defense and presently holding the postof Principal Secretary to the Government of Assam Finance Department.
Shri Khare is also a member of Board of Directors of Assam Gas Company Ltd. and AssamHydro Carbon and Energy Company Ltd. and Numaligarh Refinery Ltd.
Shri Sameer Kumar Khare was nominated as Director of the company by Govt. of Assam andAssam Industrial Development Corporation Ltd. w.e.f. 5th February 2015 in place of ShriPaban Kumar Borthakur.
3) Shri Swapnanil Barua IAS
Shri Swapnanil Barua is a senior Indian Administrative Service (IAS) officer of1997batch of Assam Meghalaya joint cadre. He is a law graduate. Shri Barua has worked indifferent capacities under Government of Assam. He is presently holding the position ofCommissioner to the Govt. of Assam Industries and Commerce Department. He is also holdingpost of Managing Director of Assam Industrial Development Corporation Limited. Shri Baruais also member of the Board of Directors of Assam Trade Promotion Organisation CalcomCement India Ltd. Assam State Textile Corporation Ltd. Assam Small IndustriesDevelopment Corporation Ltd. Ashok Paper Mills (Assam) Ltd. Cachar Sugar Mills LtdIndustrial Paper (Assam) Ltd Assam Ashok Hotel Corporation Ltd Bamboo Technology Parkand Assam Stare Fertilizer and Chemical Ltd. Assam Tea Corporation Ltd. etc. Shri Baruais also the chairman in Fertichem Ltd. Assam Syntex Ltd. and Assam State Weaving andManufacturing Co. Ltd.
Shri Swapnanil Barua was nominated as Director of the company with effect from 22ndDecember 2014 in place of Shri Rajesh Prasad IAS. He is liable to retire by rotation inthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.
During the financial year 2014-15 the company held 9 (nine) meetings of the Board ofDirectors and the gap between two consecutive meetings of the Board of Directors neverexceeded 120 days.
The details of the meetings of the Board of Directors held during the financial year2014-15 are as follows:
Hence the heat is not radiated to the atmosphere. Water used for cooling in the plantis totally recycled to prevent pollution and loss. Steam condensate are recovered andrecycled back from Turbo Generator. The plants are being operated to the full satisfactionof Pollution Control Board Assam.
B. The steps taken by the company for utilizing alternate source of energy: Therewas no such proposal in the year under review.
C. Additional investments and proposals if any being implemented for reduction ofthe consumption of energy: Replacement of existing lightings inside the factory aswell as township with energy efficient LED lightings is under active consideration of thecompany.
D. Impact of the measures (A) (B) & (C) above: The
specific consumption electricity and fuel natural gas was well within the tolerancelimit. The company has a pollution free environment.
E. Total energy consumption & specific energy consumption :
Particulars of Loan Guarantees and Investments under Section 186
The company has not given any loan or guarantee covered under the provisions of section186 of the Companies Act 2013.
Particulars of Contracts or Arrangements with Related Parties:
The company didnt enter any related party transaction with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company.
Material Changes Affecting the Financial Position of the Company:
There was no such material changes and commitments in the company which could affectthe financial position from the date of the financial statements of the company for thefinancial year 2014-15 till the date of signing this report.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:
I) Conservation of Energy-
A. Energy Conservation Measures taken:
The process technology adopted in our plants is energy efficient even though it hasbecome old now. The company selected the most developed ICI (Now Johnson Matthey) LowPressure Methanol Technology and Humphreys and Glasgow (M/s Jacobs H & G Ltd.)Reformation Process for manufacture of Methanol & Derivados Forestales Netherlandstechnology for manufacture of Formaldehyde. The waste heat is recovered to produce steamrequired for the process.
Per unit consumption of both Electricity as well as Natural Gas was achieved on lowerside as compared with previous year.
II) Technology Absorption: Research and
Development (R & D)
1. Specific area in which R & D carried out by the company: The company sofar has not started full time R & D activities except in plant improvement of processand debottlenecking. The company shall start R & D activities shortly to identifyfuture diversification.
2. Benefit derived as a result of above R & D: Does not arise
3. Future Plan of Action: The company dont have the plan to establish anyin house research and development facilities as on this date.
III) TECNOLOGY ABSORPTION AND ADAPTATION
i) The efforts made towards technology absorption adaptation and innovation: APLhas been operating the plant supplied by foreign supplier.
ii) The benefits derived like product improvement cost reduction productdevelopment or import substitution etc.: Product quality improved & no pollutionrelated issues faced. Cost of production increased due to higher price of raw material.
iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year -)
Foreign Exchange Earnings and Outgo: a) Activities relating to exports: Initiativetaken to increase export development of new export market for products and services andexport Plans:
b) Total Foreign exchange used and earned:
Details of Subsidiary:
Your company has a subsidiary company viz. Pragjyotish Fertilizers & ChemicalsLtd. (PFCL). This company was incorporated in 2004 jointly with another State Governmentundertaking Assam State Fertilizer Corporation Ltd. PFCL has not been carrying out anybusiness since its incorporation. This company is under winding-up process. The AnnualAccounts for the financial year 2014-15 have not been prepared and therefore the financialstatements of the company could not be consolidated with the financial statements of thecompany as prescribed in Section 129(3) & 134(1) of the Act and Companies (Accounts)Rules 2014.
Business Risk Management:
Although the company doesnt have any specific risk management policy as on thisdate the Board of Directors of the company do deliberate on threats risks and concernswhich in opinion of the Board may threaten the continuation of its business or pose threatits existence in its meetings. The Board reviews the means adopted by the company tomitigate the risk from time to time. The details of risk and concerns of the company arediscussed in the Management Discussion and Analysis Report.
Details of Directors and Key Managerial Personnel:
Details of the Directors and KMP of the company along with the Directors who wereappointed or has resigned during the year are given in details in the Corporate GovernanceReport.
Pursuant to Section 152 of the Companies Act 2013 Shri Shyam Lal Mewara and ShriSwapnanil Barua Directors will retire by rotation in the ensuing Annual General Meetingand being eligible offer themselves for reappointment as Directors at the same meeting.
Statement in Respect of Adequacy of Internal Financial Control with Reference to theFinancial
The Company has adequate internal financial control system in place. The company hasalso appointed a Chartered Accountant firm as internal auditor of the company for carryout audit. This enhances the effectiveness of the internal control system further.
The company doesnt have any outstanding deposit beginning of the Financial Yearnor it accepted any deposits from the public during the year.
Receipt of any commission by Managing Director from Company or for receipt ofcommission / remuneration from it holding or subsidiary:
The company didnt pay any commission to its Managing
Director during the financial year nor did the Managing Director receive any commissionfrom its holding or subsidiary company.
Declaration by Independent Director:
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.
As per the declaration given and noted by the Board of Directors none of theIndependent Director was disqualified to be appointed as Independent Director of thecompany as on 31st March 2015.
The present term of the Independent Auditors M/s L K Kejriwal & Co. CharteredAccountants is up to conclusion of the ensuing Annual General Meeting of the company Thecompany being a Government company Comptroller and Auditor General of India vide letterno. /CA.V/COY/ASSAMAPETRO(l)/69 appointed M/s SPRK & Co. Chartered Accountants asindependent auditor of the company for the FY 2015-16 as per Section 139(5) of theCompanies Act 2013. The company pays '120000/- (Rupees One Lakh Twenty Thousand Only)as audit fee to the independent auditors.
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 the Companyappointed M/s Amit Pareek and Associates a firm of Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the financial year 2014-15. TheSecretarial Audit Report given by the secretarial auditors in Form MR-3 is annexedherewith as Annexure B.
Pursuant to the Companies (Cost Records and Audit) Rules 2014 the Company hasappointed M/s K.K. Das and Associates Durgapur West Bengal a firm Practicing CostAccountants to undertake the Audit of the Cost Records of the Company for the financialyear 2014-15.
A certificate from a Company Secretary in Whole Time Practice regarding compliance ofconditions of the Corporate Governance as stipulated under Clause 49 of the ListingAgreement is enclosed to this report as Annexure-C.
Corporate Social Responsibility (CSR) Policy:
A Corporate Social Responsibility Committee of the Board of Directors has beenconstituted as per requirements
of the Companies Act 2013. The Annual Report on CSR Activities has been annexedherewith as Annexure D.
The Company constituted an Audit Committee under the Chairmanship of an IndependentDirector of the company in terms of the Section 177 of the Companies Act 2013 and Clause49 of the Listing Agreement.
During the financial year 2014-15 the company hold 4 (four) meetings of Audit Committeeof the company. The details of the meetings of the Audit Committee held during thefinancial year 2014-15 and the roles and power of the Audit Committee are given in theCorporate Governance Disclosure annexed with this report.
Annual Evaluation made by the Board of its own Performance its Directors and that ofits Committees:
Except the Independent Directors of the company all other members of the Board ofDirectors were appointed by either the State Government or the holding company. TheChairman of the Board is a member of State Legislative Assembly with the status of aCabinet Minister of Government of Assam and other non-executive Directors in the Board ofDirectors are very senior Indian Administrative Service officers in the state Government.These Government appointed Directors hold positions in the company as Director by virtueof their respective positions to the Government of Assam. The Board didnt doevaluation of performance of these Govt. of Assam appointed Board members because theyundergoes performance evaluation at their respective offices or positions held in theState Government.
Regarding the performance evaluation of the Managing Director the Board evaluates hisperformance with the performance of the company from time to time. The company is to adopta formal procedure for performance evaluation of the Independent Directors.
This may also be stated that the Ministry of Corporate Affairs vide notification dated5th June 2015 has exempted the Government companies from evaluation of Boardsperformance to some extent.
Nomination & Remuneration Committee Policy:
Details pertaining to constitution of the Committee and its terms of reference in briefhave been provided in the Corporate Governance Disclosure.
Disclosure on Establishment of a Vigil Mechanism
The Company doesnt have any Vigil Mechanism or Whistle Blower Policy.
The managerial remuneration has been discussed in the Corporate Governance Report.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal)
A committee has been constituted for monitoring and handling of issues related to thesexual harassment of women at workplace in line with "The Sexual Harassment of Womanat the Workplace (Prevention Prohibition and Redressal) Act 2013.
There were no cases filed for Sexual Harassment of Women at Workplace during thefinancial year 2014-15.
Corporate Governance Disclosure and Management Discussion and Analysis Report:
The Corporate Governance Disclosure and Management Discussion & Analysis Reportwhich form an integral part of this Report are set out as separate Annexure E.
Directors Responsibility Statement:
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed that:
(i) In the preparation of the annual accounts for the financial year ended 31st March2015 all applicable accounting standards had been followed along with properexplanations relating to material departures;
(ii) The Directors have 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 as on 31st March 2015 and of the lossesof the Company for the year ended on that date;
(iii) The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) The Directors had prepared the accounts for the financial year ended 31st March2015 on a 'going concern' basis.
(v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Reply to the comments of the Auditors
The Auditors of the company including the Comptroller and Auditor General of India havemade certain adverse comments or remarks on the financial statements of the Company.According to the Section 134 (3)(f) of the Companies Act 2013 it is duty of the Board togive its reply on the same to the members. Accordingly the reply of the Board is given asAnnexure- F.
Your Directors place on record their appreciation of the unstinted support andencouragement extended by the Government of Assam Assam Industrial DevelopmentCorporation Ltd. Banks the valued shareholders customers and the employees of thecompany.
Your Directors also place on record their sincere appreciation to Oil India Limited foruninterrupted supply of Natural Gas as main feedstock for production of Methanol and AssamGas Company Ltd. for transporting natural gas to the plant.
For and on behalf of the Board of Directors