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Advance Petrochemicals Ltd.

BSE: 506947 Sector: Consumer
NSE: N.A. ISIN Code: INE334N01018
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NSE 05:30 | 01 Jan Advance Petrochemicals Ltd
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VOLUME 50
52-Week high 38.95
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P/E 35.19
Mkt Cap.(Rs cr) 3
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OPEN 38.00
CLOSE 38.00
VOLUME 50
52-Week high 38.95
52-Week low 35.65
P/E 35.19
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Advance Petrochemicals Ltd. (ADVANCEPETROCH) - Director Report

Company director report

To

The Members

Your Directors are pleased to present 34th Annual Report and the company'saudited financial statement for the financial year ended March 31 2019.

FINANCIAL RESULTS:

The company's financial performance for the year ended March 31 2019 is summarizedbelow:

The Break-up of Profit is given as follows 31st March 2019 31st March 2018
Total Revenue 213850772 131026670
Total Expenditure 212725938 130072256
Net Profit Before Taxation 1124834 954414
Current T ax 250000 (303788)
Short / (Excess) Provision of Income T ax of earlier years (122037) (188212)
Deferred T ax (65719) (7446)
Net Profit After Taxation 1062590 846284

Dividend

In order to conserve the resources your Directors do not recommend any dividend onequity shares of the Company.

Brief description of the Company's working during the year/State of Company's affairs:

During the year under review your company managed to achieve consolidated revenue ofRs.21.38 Crores as against Rs. 13.10 Crores which is increased by 63.21% as compared tolast year. Net profit after tax increased by 25.5 to Rs. 10.62 Lacs as compared to Rs.8.46Lacs during the last year.

The entire net profit after tax of Rs. 10.62 lacs is proposed to be transferred to theStatement of 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 paints refineries and has evergreen demand. TheCompany has continued its effort to tap the export market beside improving the market forits product domestically 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.

Further during the year there are no material changes and commitments which have animpact on the going concern status of the Company.

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's 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.

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 significant or material contract or arrangement entered into by the Companywith related parties referred to in sub-section (1) of Section 188 of the Companies Act2013. Related party transactions if any are entered in ordinary course of business atarms length. Your Directors draw attention of the members to Note to the financialstatement which sets out related party disclosures. There is no bad debts of relatedparty.

Corporate Governance:

Corporate Governance provisions as stipulated in Chapter IV of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations is notapplicable to the Company and hence nothing to report thereon.

Corporate Social Responsibilities:

As the Company's 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.

Risk Management

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. Arvind Goenka (DIN 00093200) and Mr. Shaileshsing Rajput (DIN 00176962) willretire by rotation at the ensuing Annual General Meeting and being eligible have offeredthemselves for re-appointment.

During the year following changes took place amongst directors and key managerialpersonnel

Mr. Ashok Goenka ceased to be a director with effect from 6.1.2019.

Mrs. Sanjoly Jalan was appointed as a Company Secretary on the Board with effect from28th March 2019.

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 2019 isas under:

Sl. No. Name Designation Executive/ Non Executive
1. Mr. Arvind Goenka Chairman and Non Independent Non Executive
2. Mr. Shaileshsingh Rajput Whole time Director Executive
3. Ms. Aanchal Goenka Non Independent Non Executive
4. Mr. Omprakash Jalan Independent Director Non Executive
5. Mr. Nirish Parikh Independent Director Non Executive

08 Board meetings were held during the year in accordance with the provisions of theAct where due quorum were present in each meeting. The Agenda of the board meeting andnotes of the agenda are circulated to the directors well in advance. The members of theboard discussed each and every item of the agendas freely in detail. Dates of BoardMeeting and No. of directors attending meeting are:

Date of meeting No. of directors present
30/05/2018 5
13/08/2018 4
30/08/2018 4
01/10/2018 4
06/11/2018 4
11/01/2019 5
14/02/2019 5
28/03/2019 4

Audit Committee:

The company has an Audit Committee. The Composition of Committee is as under:

Sl. No. Name Designation Position in Committee
01 Mr. Nirish Parikh Director Chairman
02 Mr. Omprakash Jalan Director Member
03 Mr. Arvind Goenka Director Member

The composition of committee inter alia meets with the requirement of Section 177 ofthe Companies Act 2013. During the year under review the audit committee met on29/05/2018 10/08/2018 01/11/2018 and 05/02/2019.

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 the function of the Audit Committee the committee shall have theauthority to investigate into any matter in relating to any terms specified in Section 177or referred to it by the Board.

Responsibility of the Committee :

The Committee may assign any matter of importance nature relating to the accountsfinance taxation inspection and investigation from time to tome and may requiresubmitting a report to the Board on such matters within the stipulated time.

The committee on any matter relating to financial management including audit reportshall submit a report to the Board from time to time.

The Board has accepted all the recommendation made by the Audit Committee.

Nomination and Remuneration Committee:

The Company has Nomination and Remuneration Committee: The Composition of Committee isin accordance with the Companies Act 2013. Members of the Committee are as under:

Sl. No. Name Designation Position in Committee
01 Mr. Omprakash Jalan Director Chairman
02 Mr. Nirish Parikh Director Member
03 Mr. Arvind Goenka Director Member

The Committee met on 25th September 2018.

The Committee shall have at least the following basic responsibilities:

To identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director's performance.

To formulate and review criteria that must be followed for determining qualificationfor determining qualifications positive attributes and independence of director.

To recommend the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees and to ensure compliance with the remunerationpolicy 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 of directors andsenior management.

Stakeholders Relationship Committee

The Committee has Investor Grievance Committee as Stakeholders Relationship Committee.The composition of the Committee is in accordance with the Companies Act 2013. TheComposition of the Committee is as under:

Sl. No. Name Designation Position in Committee
01 Arvind Goenka Director Member
02 Mr. Shaileshsingh Rajput Director Member
04 Ashok Goenka (upto 6.1.2019) Director Member

12/04/2018 14/07/2018 07/10/2018 and 10/1/2019.

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 the ShareTransfer Committee.

• Evaluating performance and service standards of the Registrar & ShareTransfer Agent of the Company.

Providing guidance and making recommendation to improve service levels for investors.

Details of the Meeting and its attendance are given as under:

Board Meeting Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee
No. of Meetings held 8 4 1 4
Attendance
Mr. Omprakash Jalan 7 4 1 -
Mr. Nirish J. Parikh 8 4 1 -
Mr. Shaileshsingh Rajput 8 - - 4
Mr. Ashok Goenka 0 - - 3
Mr. Arvind Goenka 8 4 1 4
Ms. Aanchal Goenka 4 - - -

BOARD EVALUATION:

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 Board's 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 the BoardReport.

Vigil Mechanism

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.

Secretarial Auditor:

The Board has appointed Nisha Munka Practicing Company Secretary to conductSecretarial Audit for the financial year 2018-2019. The secretarial Audit Report for thefinancial year March 31 2019 is annexed herewith as Annexure B to the Report. Withrespect to the observation of the Secretarial Auditor the Board replies hereunder:-

1. The Company has not appointed a Member of the Institute of Company Secretaries ofIndia as Company Secretary and Compliance officer of the Company for full year as requiredunder listing agreement with stock exchange.

Reply : The Company has appointed Sanjoly Jalan as a Company Secretary and ComplianceOfficer at the end of the year.

2. Towards the SEBI circular on 100% ofpromoters holding in demat form the company hasonly 6.70% ofpromoter's holding in demat form.

Reply : Your directors submit that some of the promoters are in active promoterand one or two are death case. For others promoters are in touch with the R & T ofthe Company for issue of consolidated /duplicate share certificate. The shares of thecompany are being dematted on the receipt of the consolidated Share Certificate basis andthe same is under process.

3. The Company has not updated its website.

Reply : The Company is taking steps to update its website and it will becompleted soon.

4. Delay in timely compliance of submission offinancial results for the year ended on31st March 2018 and scrutinizer report for the annual general meeting for theyear ended on 31st March 2018.

Reply : The Company has taken necessary steps to ensure timely compliance of theprovision of the listing agreement.

Auditors and Auditors Report:

M/s. Devpura Navlakha & Co. Chartered Accountants (Firm Registration Number121975W) are Statutory Auditors of the Company. M/s. Devpura Navlakha & Co wereappointed for a period of 5 (five) consecutive years to hold office till the conclusion of37th Annual General Meeting to held in the year 2022. Said auditors willcontinue for the rest of their term and there is no change in the same.

The Auditors in their report have made following Qualified Opinion

The Company has not provided for the employees bonus and post employment and other longterm employee benefit in the Ind AS Financial Statement as the company recognizes thepost employment and other long term employee benefits as an expense in the Profit &Loss account in the year of payment which is in line with the companies policy mentionedin Note- 36 to the Ind AS Financial Statement. However company is required to provide forthe post employment and other long term employee benefits on actuarial valuation basis asper the requirement of Indian Accounting Standard 19- "Employee Benefit". Inabsence of the provision for the post employment and other long term employee benefit inthe Ind AS financial Statement we are unable to quantify the impact of such provision onfinancial position and result of the Company.

The Directors reply to the above qualification is as under :

The Company has made a policy of providing bonus and post employee benefits at the timeof retirement of the Company.

No fraud has been reported by the auditors in their report pursuant to Section 143 (12)of the Companies Act 2013.

Particulars of Loans Investment Guarantee and Securities:

Particulars of Loans and investment if any are stated in the notes to the financialstatements. The Company has not provided any guarantee or security for the loans availedby others.

Conservation of energy technology absorptions and foreign exchange earnings and outgoare as follows:

Our industry is not heavy consumer of energy further during the year under review thecompany made efforts to conserve energy through reduction consumption the company willcontinue to endeavor of conserve energy and use it more efficiently. Particulars of Energyconservation and its use is given below:

Particulars 2018 -2019 2017-2018
Electricity Purchase- Unit 371932 324440
Total Amount (Rs.) 3271672 2735506
Rate per unit (Rs.) 8.80 8.43

Company is having it's 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 provided in the notes to theaccounts. Members are requested to refer the same.

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 is provided in Annexure C to the report.

Management Discussion and Analysis Report:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015with the Stock Exchange the Management Discussion and Analysis report form part of theAnnual Report and is annexed herewith as Annexure D.

Remuneration Policy

The company's policy relating to appointment of directors payment of managerialremuneration directors' qualifications positive attributes independence of directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure - E and is attached to this report.

Deposits:

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

34th Annual General Meeting

Venue Plot No167 Pirana Approach Village Piplej Ahmedabad: 382405
Date September 30 2019
Time 04.00 p.m
Book Closure From 23/09/2019 to 30/09/2019 (both days inclusive)

Listing of Shares:

Your Company is currently listed with BSE Ltd. The company is in process of payinglisting fees for the year 2018-2019.

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 1st FloorBharat Tin Works Building Opp. Vasant Oasis Makwana Road Marol Andheri East Mumbai:-400059. as Registrar and Transfer Agents for electronics shares. The average time takenin transfer of shares is 15 days provided documents are correct and valid in all respect..The depositories directly transfer the dematerialized shares to the beneficiaries.

Acknowledgment:

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.

By Order of the Board
For Advance Petrochemicals Ltd
Arvind Goenka
Chairman
DIN 00093200
Registered Office :
36 Kothari Market
Ahmedabad - 380 022
Place: Ahmedabad
Date: 22/08/2019

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