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Assam Petrochemicals Ltd.

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Assam Petrochemicals Ltd. (ASSAMPETROCHEM) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 45th Annual Report of the companytogether with the Audited Financial Statement for the financial year ended on 31st March2016.

Financial Highlights (Standalone)

The Company’s summarized financial performance (Standalone) for the financial yearending on 31st March 2016 is as under :

(Rs. in Lakhs)

Particulars As at March 31 2016 As at March 31 2015
Revenue from Operations 8080.81 9262.77
Less: Excise Duty 850.03 941.13
Revenue from Operations (NET) 7230.78 8321.64
Other Income 445.74 740.66
Total Income 7676.52 9062.29
Gross Profit/Loss (2017.16) (416.19)
Less : Depreciation and amortization 129.06 150.35
Finance Cost 2.22 0.09
Profit/Loss for the year before prior period
(2148.44) (566.64)
adjustment exceptional and extraordinary items
Less: (a) Exceptional Item (0.43) (0.87)
(b) Adjustment of prior period items 9.06 25.13
Profit Before Tax (2157.07) (590.90)
Less: Tax Expenses - -
(a) Deferred Tax 61.90 56.85
(b) Excess Provision for income tax written back - -
(c) Current tax - -
Profit /Loss for the year after Taxation (2218.97) (647.75)
Balance brought forward from previous year (708.34) (60.60)
Amount available for appropriations -- -
Appropriations -
Proposed Dividend - -
Tax on Dividend - -
Transferred to General Reserve - -
Balance Carried to Balance Sheet - -
Earnings Per Share (EPS) (in Rs.) (24.33) (7.10)

During the year 2015-16 the turnover of the company was Rs. 80.80 Crore as compared toRs. 92.63 Crore in the previous financial year. The turnover of the company declined by12.76% from that of the previous financial year due to decline Methanol price in theinternational market which has direct impact in the domestic market of Methanol andit’s downstream products Formalin etc. The company incurred a loss of Rs. 22.19 Croreduring the year 2015-16 against the loss of Rs. 6.48 Crore in the previous year due to lowrealization of price of Methanol and Formalin. The other income earned by the company wasmainly by way of interest on fixed deposits of the company’s surplus fund. The otherincome has also declined due to liquidation of the fixed deposits during the year.

The company has a subsidiary named Pragjyotish Fertilizers and Chemicals Ltd.incorporated in 2004. This subsidiary has been a defunct company since its year ofincorporation as the company could not 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 company has notbeen updated for last few years. It is therefore only the standalone financial statementsof the company are placed before the members for adoption in the ensuing Annual GeneralMeeting. The company has already written off entire investment made in the subsidiary inthe successive financial statements 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 Formalin. The company is havingannual 33000 MT installed production capacity for Methanol and 41250 MT installedproduction capacity for Formalin. Indian petrochemical demand has been increasing by 10%per annum but the domestic annual production hasn’t been increased. The deficit ofthe demand has been catered by import from Iran and other gulf countries. Considering theincreasing demand of the petrochemicals in the domestic market and to exploit theadvantage of the Central Government’s "Act East Policy" the company isimplementing a new integrated 500 TPD Methanol 200 TPD Acetic Acid project along with a 5MW Captive Power Plant at an estimated capital investment of Rs. 1028 Crores. This willnot only help the bridge the gap of demand and supply of Methanol and Acetic Acid in thecountry but also export to South East Asian countries Nepal 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.

Operating Results:

The existing Methanol plant of the company has completed twenty seven years against itsnormal life of fiffteen years. Frequent maintenance of its equipments and power supplyinterruptions by Assam Power Generation Corporation Ltd. (APGCL) affected optimumutilization of the Methanol Plant during the financial year 2015-16.

Production in MT
Plant Installed Annual Capacity FY 2015-16 FY 2014-15
Methanol 33000 30172 32168
Formalin 41250 42304 39100
Capacity Utilisation of Plants:
Methanol 100% 91.43% 97.48%
Formalin 100% 102.55% 94.78%

The company remained in its same business of manufacturing and marketing of Methanoland Formalin during the financial year 2015-16.

Sales & Marketing:

The company is marketing its products in North Eastern States West Bengal Bihar andNorthern India states and also exporting to neighbouring countries viz. Nepal Bhutan andBangladesh. The Company is giving importance to export its products for earning foreignexchange and better product price realization.

The Company sold 9410.94 MT Methanol during the FY 2015-16 against 12645.82 MT of theprevious financial year. The total quantity of Methanol sold has decreased by 25.58% inthe current year compared to previous year sales quantity due to higher conversion ofMethanol to Formalin. Due to the decrease in total sales quantity from that of the lastfinancial year and decrease in prices of both the products in the domestic as well as theinternational market the total turnover of the Company was lower in the current financialyear than that of the previous financial year.

The area wise sales quantity of the company’s products in the year 2015-16vis-a-vis in the previous year are as follows ;

Area Formalin (in MT)
FY 2015-16 FY 2014-15
North East Region 8820.25 8252.06
North Bengal 7881.95 5924.89
South Bengal 4763.49 5227.59
Purnea / Adjacent Area 6725.84 7714.84
Patna 11974.39 8064.25
South Bihar / Others 39.66 39.49
Bhutan 1441.28 1434.90
Nepal 1707.64 2414.40
Total 43354.50 39072.43

 

Area Methanol (in MT)
FY 2015-16 FY 2014-15
North East Region 1167.07 1177.36
West Bengal 3094.25 3265.98
North India 4055.24 6145.20
Nepal & Bangladesh 1094.38 2057.28
Total 9410.94 12645.82

Project Activities :

Members of the company are aware that a 500 TPD Methanol and 200 TPD Acetic AcidProject is being implemented by the company. The Project capital is being arranged throughequity and loan from banks in the Debt to equity ratio of 1.62:1. Govt. of Assam withAssam Industrial Development Corporation Ltd and Assam Gas Company Limited is to hold 51 %of shares in the company and the remaining 49% will be held by Oil India Ltd. Thecontracts for execution of the project viz. Methanol and Acetic Acid plants withtechnology supply have long since been awarded. Engineers India Ltd. has been executingthe Methanol plant with LEPCM responsibility with technology supply from Halder TopsoeDenmark and Beijing Zehua Chemical Engineering Co. Ltd China is executing the Acetic Acidplant with LECM responsibility with the use of their own patented technology. Projectimplementation job is in progress. 98% of basic and 43% of detail engineering job forMethanol plant has been completed. For Acetic Acid plant the consultant has started theinitial basic and detail engineering job.

However due to non-viability of the integrated Methanol and Acetic Acid Project forsubstantial increase of the project cost and fall in price of Acetic Acid your board hasdeferred the implementation of Acetic Acid project for the time being and decided toinstall a 200 TPD Formalin plant in western Assam area with a lesser capital cost. Thetotal cost of standalone 500 TPD Methanol and standalone 200 TPD Formalin plant has beenestimated at Rs.1340 crore.

Human Resource Management and Industrial Relations:

The Human Resource Department has been continuously playing a very important role interms of sourcing competent human resource through recruitment training and developingskills of the workforce motivating the employees for achievement of company’s goalsand objectives. Importance has been given on providing various technical and behavioraltraining in house or outside for enhancing the existing level of skills and competenciesof employees working across all levels in the company. During the financial year 2015-16the company organized 9 (nine) in-house and 11 (eleven) external training programmes.

The Company organized sports and cultural activities involving employee’s spouseand children as a part of its employee engagement initiatives at Namrup which has helpedin developing sense of belongingness developing positive work culture etc. within theorganization. In order to encourage and motivate employees’ children in terms ofachieving their academic laurels the Company rewarded all such students who had scoreddistinguished marks in their Board Examinations.

The manpower strength of the Company as on 31st March 2016 was 360 out of which 207were unionised cadre and remaining 153 were Executive Cadre employees. There were total40(forty) women employee as on 31st March 2016.

The industrial relations of the Company during year 2015-16 was harmonious and cordial.The issues raised by the Workers’ Union and the Officers’ Association of theCompany were resolved amicably through discussion.

Dividend and transfer to Reserves:

As explained above the company has incurred a loss of Rs.22.19 Crore during the year2015-16 the Board therefore couldn’t recommend dividend to the shareholders nortransfer any amount to the General Reserve of the company.

Unpaid and unclaimed dividend for the previous financial years:

Unpaid and unclaimed dividend for the financial year 2008-09 2009-10 2012-13 and2013-14 are laying unclaimed by few members of the company. The details are given asunder:

Dividend Year Amount unclaimed as on 31st March 2016 (Rs.) Due date for transfer to IEPF
2008-09 39806/- 19/02/2017
2009-10 43161/- 28/02/2018
2012-13 55107/- 28/02/2021
2013-14 71321/- 28/11/2021

The company is required to transfer the above amount to the

Investors Education and Protection Fund (IEPF) set up by the Central Governmentafter expiry of 7 (seven) years from its transfer to Unpaid and Unclaimed account. Wetherefore appeal to members who haven’t yet claim dividend for those years to claimthe company.

Changes in Share Capital:

The authorized share capital of the company enhanced from

Rs. 350 Crore to Rs. 500 Crore on 23rd April 2015 by creation of 15 Crore additionalshares of Rs. 10 each ranking pari passu 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 StockOptions or Sweat Equity Shares during the financial year 2015-16.

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 ended on 31st March 2016 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 regulation 17(1) of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015. Although the company as a listed company isrequired to appoint a woman director as per the above mentioned provisions the companycould not appoint any Woman Director during the year under review. However Mrs. ShehlaRahman (DIN: 06786580) appointed as a director in the company w.e.f 19th April 2016. Ason this date the company complies with the requirement of appointment of a woman directoras per the Section 149 of Companies Act 2013 and Regulation 17(1) of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.

Shri Shyam Lal Mewara IAS (DIN-06857123) and Shri Swapnanil Barua IAS (DIN-07029992)were reappointed as Directors of the company in accordance with the Section 152 of theCompanies Act 2013 in last Annual General Meeting.

During the year there were two changes in the Board of Directors of the Company. TheGovernment of Assam and Assam Industrial Development Corporation Limited had appointedShri V.B. Pyarelal IAS (DIN-07125837) and Shri P.K Das (DIN-01667150 ) as Directors inplace of Shri S.K Khare and Shri Shyam Lal Mewara respectively w.e.f 21st March 2016. Asmentioned earlier Mrs. Shehla Rahman ACS has also been appointed as a Director in theCompany w.e.f 19th April 2016.

In the ensuing 45th Annual General Meeting of the company Shri Rameswar DhanowarChairman (DIN-02357978) and Shri V. B. Pyarelal IAS (DIN-07125837) are liable forretirement by rotation as per Section 152 of the Companies Act 2013 and they beingeligible offers themselves for reappointment. The brief profiles of the retiringdirectors eleigible for reappointment are given below:

A. Shri Rameswar Dhanowar

Shri Rameswar Dhanowar was a member of the State Legislative Assembly Assam. He waselected to Assam Legislative Assembly for the first time in 1978 from Digboi constituencyand then onwards he has been continuously elected for 8 (eight) consecutive terms till May2016. He was minister for Labour and Employment to the Govt. of Assam from 1983 to 1985.He again became State Cabinet Minister for Excise and Labour & Employment from 2001 to2005. Shri Dhanowar is a highly respected politician of Assam. Prior to becoming a memberof the Board and Chairman of the company he was Chairman of Assam Gas Company Limited in1992. Shri Rameswar Dhanowar is also the Chairman of Assam Tea Corporation Ltd. ShriDhanowar is BA and L.Lb.

Shri Dhanowar has been the Chairman of the Board of the Company since October 2006.

B. 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 as the Additional Secretary to the Govt. of AssamFinance Department Assam Secretariat Dispur. Shri Pyarelal is also member of Board ofDirectors of two State Govt. enterprises viz. Assam Hydrocarbon and Energy Company Ltd andAssam Gas Company Limited. Shri Pyarelal is also a member of National Law University &Judicial Academy Assam and National Institute of Public Finance & Policy.

Govt. of Assam and Assam Industrial Development Corporation Ltd. nominated Shri V BPyarelal as Director of the company in place of Shri S.K Khare w.e.f. 21st March 2016.

Number of Meetings of the Board of Directors:

During the financial year 2015-16 the company convened total 8 (eight) meetings of theBoard of Directors and the gap between two consecutive meetings of the Board of Directorsnever exceeded 120 days.

The details of the meetings of the Board of Directors held during the financial year2015-16 are given under para Board of Directors in the Corporate GovernanceDisclosure enclosed as ‘Annexure E’.

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 didn’t 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 2015-16 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 eficient even though it hasbecome old now. The company selected the most developed I.C.I (Now Johnson Matthey) LowPressure Methanol Technology and Humphreys and Glasgow (M/s Jacobs H & G Ltd.)reformation process for manufacture of Methanol and Derivados ForestalesNetherland’s technology for manufacture of Formaldehyde. The waste heat is recoveredto produce steam required for the process. Heat exchangers are well insulated to preventany heat loss hence the heat is not radiated to the atmosphere. Water used for cooling inthe plant is totally recycled to prevent pollution and loss. Steam condensate arerecovered and recycled back from Turbo Generator. The plants are being operated to thefull satisfaction of 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 of theconsumption of energy: There was no such proposal in the year under review..

D. Impact of the measures (A) (B) & (C) above:The specifc consumptionelectricity and fuel natural gas was well within the tolerance limit. The company has apollution free environment.

E. Total energy consumption & specific energy consumption :

a. Electricity 2015-16 2014-15
i) Purchase Unit(MWH) 15567 15183
Total amount (Rs. in Crores) 11.62 10.23
Rate per unit (Rs./KWH) 7.47 8.30
ii) Own Generation (MWH) 2827.00 3104.00

 

b. Consumption per unit of Production 2015-16 2014-15
i) Electricity(KWH)
Unit-II 528 502
ii) Natural Gas (NM3) (Ref)
Unit-II 1096 1077

II. Technology Absorption: Research and Development (R & D)-

1. Specific area in which R & D carried out by the company:

The company so far has not started full time R & D activities except in plantimprovement of process and debottlenecking. The company shall start R & D activitiesshortly to identify future diversification.

2. Benefit derived as a result of above R & D: Does not arise

3. Future Plan of Action:The company don’t have the plan to establish any in houseresearch and development facilities as on this date.

4. Expenditure of R & D:

a) Capital : Not applicable
b) Recurring : Not applicable
c) Total : Not applicable
d) Total R & D expenditure as per % of total turnover : Not applicable

III. Technology Absorption and Adaptation-

i) The efforts made towards technology absorption adaptation and innovation:APL has 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)

(a) The details of technology imported :Does not arise
(b) The year of import :Does not arise
(c) Whether the technology been fully absorbed :Does not arise
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof :Does not arise

IV. Foreign Exchange Earnings and Outgo-a) Activities relating to exports:Initiative taken to increase export development of new export market for products andservices and export plans.

Export Sales 2015-16 2014-15
(MT) (MT)
Methanol 1094.38 2057.28
Formalin 3148.92 3849.30

b) T otal Foreign exchange used and earned:

Particulars 2015-16 (Rs.) 2014-15 (Rs.)
Earnings in Foreign Ex- change (sales) 4721104/- 4989869/-
Foreign Exchange Outgo 835351/- 1684400/-

Details of Subsidiary:

Your company has a subsidiary company viz. M/s Pragjyotish Fertilizers & ChemicalsLtd. (PFCL). This company was incorporated in 2004 jointly with another State Governmentundertaking M/s 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 2015-16 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 doesn’t 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 to mitigate the risk from time totime. The details of risk and concerns of the company are discussed in the ManagementDiscussion and Analysis Report.

Details of Directors and Key Managerial Personnel:

During the financial year there were no changes in the Key Managerial Personnel of thecompany. Details of the Directors of the company along with the Directors who wereappointed or have ceased to be Director during the year are given in details in the CorporateGovernance Disclosure in ‘Annexure E’ .

Pursuant to Section 152 of the Companies Act 2013 Shri Rameshwar Dhanowar and Shri VB Pyarelal Directors will retire by rotation in the ensuing Annual General Meeting andbeing eligible offer themselves for reappointment as Directors at the same meeting.

Deposits:

The company does not have any outstanding deposit at beginning of the financial yearnor did it accept any deposits from the public during the year.

Statement in Respect of Adequacy of Internal Financial Control with Reference to theFinancial Statements:

Your directors believe that the Company has adequate internal financial control systemin place and same is commensurate with the nature and size of the business of the company.The company also appoints Chartered Accountant firm as internal auditor of the company tocarry out audit. This enhances the effectiveness of the internal control system further.

Receipt of any commission by Managing Director from Company or for receipt ofcommission / remuneration from it holding or subsidiary:

The company does not pay any commission to its Managing Director nor did the ManagingDirector receive any commission from 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 regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

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 2016.

Independent Auditor:

The present term of the Independent Auditors M/s SPRK & Co. Chartered Accountantsis up to conclusion in the ensuing Annual General Meeting of the company. The companybeing a Government Company as per section 139(5) of the Companies Act 2013 theComptroller and Auditor General of India (C&AG) has reappointed M/s SPRK & Co.Chartered Accountants Guwahati for the FY 2016-17 as the Independent Auditors vide letterno./CA.V/COY/ ASSAMAPETRO(1)/106 dated 11/07/2016. The company paid Rs.120000 (RupeesOne Lakh Twenty Thousand only) as audit fee to the independent auditors for the financialyear 2015-16.

Secretarial 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 2015-16. TheSecretarial Audit Report given by the secretarial auditors is enclosed herewith as‘Annexure B’.

Cost Auditors:

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 2015-16.

Corporate Governance

A certificate from a Company Secretary in Whole Time Practice regarding compliance ofconditions of the Corporate Governance of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 is enclosed to this report as ‘Annexure C’.

Corporate Social Responsibility (CSR) Policy:

The Corporate Social Responsibility Committee of the Board of Directors has beenconstituted as per requirements of the Companies Act 2013. The Annual Report on CSRActivities has been enclosed herewith as ‘Annexure D’.

Audit Committee:

The Audit Committee of the Company is constituted under the Chairmanship of anIndependent Director in terms of the Section 177 of the Companies Act 2013 and regulation18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

During the financial year 2015-16 the company convened 5 (five) meetings of AuditCommittee of the company. The details of the meetings of the Audit Committee held duringthe financial year 2015-16 and the roles and power of the Audit Committee are given in theCorporate Governance Disclosure in ‘Annexure E’.

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 as on 31st March 2016 was a member of State Legislative Assemblywith the status of a Cabinet Minister of Government of Assam and other non-executiveDirectors in the Board of Directors are employees of the state Government. TheseGovernment appointed Directors hold positions in the company as Director by virtue oftheir respective positions to the Government of Assam. The Board didn’t do evaluationof performance of these Govt. of Assam appointed Board members because they undergoesperformance evaluation at their respective offices or positions held in the StateGovernment.

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.

is may also be stated that the Ministry of Corporate Affairs vide notification dated5th June 2015 has exempted the Government companies from evaluation of Board’sperformance 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 in ‘AnnexureE’. Disclosure on Establishment of a Vigil Mechanism

The Company doesn’t have any Vigil Mechanism or Whistle Blower Policy.

Managerial remuneration:

The Managerial remuneration has been discussed in the Corporate GovernanceDisclosure in ‘Annexure E’. Pursuant to Section 197(12) of the Actand the Rule 5 of the Companies (Appointment and Remuneration to Managerial Personnel)

Rules 2014 compression of Managerial remuneration and median employee’sremuneration and other details are enclosed as ‘Annexure-F’.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013:

In compliance to section 4 of the said Act the Management has constituted an InternalComplaint Committee for monitoring and handling of issues related to the sexual harassmentof women at workplace. There was no cases or incidences filed for Sexual Harassment ofWomen at workplace during the financial year 2015-16.

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 ‘AnnexureE’.

Delisting of Equity Shares:

Pursuant to a decision of the main promoter of the company viz. Assam IndustrialDevelopment Corporation Limited (AIDC) your directors took a decision to delist theshares of the company from all the stock exchanges (BSE Ltd. and Gauhati Stock ExchangeLimited) in June 2014 and informed the stock exchanges accordingly. The publicshareholders of the company passed a special resolution through postal ballots on 23rdApril 2015 for delist the shares as per the Chapter – IV of the SEBI (Delisting ofEquity Shares) Regulations 2009. Meanwhile the Securities and Exchange Board of India(SEBI) amended the SEBI (Delisting of Equity Shares) Regulations 2009 by a notificationon 24th March 2015.

As per the Delisting Regulations the company filed application to BSE seekingin-principle approval for delisting of shares on 3rd September 2015 but BSE expressed itsinability to grant in-principle approval under the SEBI (Delisting of Equity Shares)(Amendment) Regulations 2015 and advised to approach the Securities and Exchange Board ofIndia for exemption of certain provisions of the amended regulations.

Accordingly AIDC has moved to Securities and Exchange Board of India in March 2016seeking exemption from adhering the amended delisting regulations and also to extendvalidity of the Special Resolution passed by the public shareholders beyond one year.

Now the matter is under active consideration of the Securities and Exchange Board ofIndia.

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 March2016 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 2016 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 March2016 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 as‘Annexure G’.

Acknowledgment:

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

Sd/- Sd/-
Place: Guwahati (Ratul Bordoloi) (D.N. Barua)
Date: 12th August 2016 Managing Director Director