Your Directors have pleasure in presenting the Thirty Sixth Annual Report of theCompany together with the Audited Accounts for the year ended 31st March 2020.
Your Company is the sole manufacturer of Oxo-Alcohols in India. The Oxo-Alcoholsconsist of the products viz. 2 Ethyl Hexanol Normal Butanol and Iso Butanol. YourCompany is an associate of The Andhra Sugars Ltd. and has its Regd. Office atVenkatarayapuram Tanuku.
Performance of the Company for the Financial Year ended 31 st March 2020 issummarised below:
(Rs. in lakhs)
| ||2019-20 ||2018-19 |
|Net Sales (excl. GST) ||45593.27 ||66586.22 |
|Profit / (Loss) before Interest & Depreciation ||3535.61 ||11140.39 |
|Less: Interest ||152.13 ||591.81 |
|Depreciation ||1281.17 ||1049.48 |
|Profit / (Loss) after Interest and Depreciation before Extra-ordinary item ||2102.31 ||9499.10 |
|Exceptional items ||- ||- |
|Profit / (Loss) before Tax ||2102.31 ||9499.10 |
|Provision for: || || |
|Current Tax ||760.00 ||2071.12 |
|Adjustment of Tax Expense for earlier years ||(0.61) ||27.18 |
|Deferred Tax ||(15.90) ||417.44 |
|Profit / (Loss) after Taxation ||1358.82 ||6983.36 |
|Other Comprehensive Income ||(122.56) ||(101.27) |
|Total Comprehensive Income for the period ||1236.26 ||6882.09 |
|Balance brought forward from previous year ||9677.96 ||4332.83 |
|Profit carried forward to next year ||10914.22 ||11214.92 |
OPERATIONAL AND FINANCIAL PERFORMANCE:
During the Financial Year 2019-20 the Plant produced 66850 MTs (previous year 82791MTs) of Oxo-Alcohols which works out to 91.58% (approx.) capacity utilisation. Salesduring the year were 65760 MTs (previous year 82818 MTs). Company posted a Net Profit ofRs.12.36 crores during the Financial Year 2019-20 as compared to Net Profit of Rs. 68.82crores during the previous year.
As the Directors are of the view that there was a need for the Company to conserve itsresources and build Reserves they could not recommend payment of Dividend for theFinancial Year 2019-20.
CAPITAL & RESERVES:
Authorised and Paid-up Capital:
The Authorised Capital of the Company is Rs.125.00 crores and the Paid-up Capital isRs.84.97 crores.
The total Reserves position as on 31.3.2020 stood at Rs.138.50 crores against Rs.141.51 crores in the previous year.
MANAGEMENT DISCUSSION AND ANALYSIS:
INDUSTRY STRUCTURE AND DEVELOPMENTS:
The year 2019-20 was reasonably a good year. Plant operated at 91.5% capacity. Capacityutilisation of the Plant was low due to short supply of Propylene from Hindustan PetroleumCorporation Ltd. (HPCL) and shutdown of the Plant from 26.03.2020 in view of the lockdownimposed by Government authorities due to COVID-19.
For the year Company posted a Net Profit of Rs.13.59 crores (After Tax).
OPPORTUNITIES AND THREATS:
Estimated demand of Oxo-Alcohols at 250000 MTPA with healthy growth rate of 8% to10% per annum in general is a good opportunity for the Company with existing capacity of80000 MTPA considering the huge demand-supply gap in the country. As such there are noconstraints in the Company's production capability with HPCL able to meet full Propylenerequirement. Sales realisation is also expected to improve on account of Anti-DumpingDuties imposed by Govt. of India on imports from certain countries.
Over and above the imports from existing destinations imports from newer destinationslike Taiwan Brazil USA and Japan has become a challenge to the Company.
However commissioning of BPCL Oxo-Alcohols plant at Cochin in 2020/21 downturn inproduct price scenario internationally and dumping of the products and currencyfluctuations may impact the Company's performance and recovery process to some extent.
Moreover COVID -19 effect on the business environment is going to be a challenge.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
As required by the provisions of the Companies Act 2013 Internal Control SystemsReport has been appended to Independent Auditor's Report given by Statutory Auditorsregarding Financial Year 2019-20. The Company has internal control systems commensuratewith the size and nature of the business operations. A Chartered Accountants firm isengaged to carry out internal audit covering the entire operations. The audit firm submitsinternal audit report periodically with their suggestions and /or corrections. AuditCommittee critically deliberates and reviews such internal audit reports and ensureseffectiveness of the control systems through necessary recommendations.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS:
In the area of Human Resources the employees are being trained to meet the Plantrequirements from time to time by motivating them in a positive way and the industrialrelations continue to be cordial throughout the year.
The total number of employees employed as on 31.03.2020 is 297.
Company Performance is expected to be low due to the disrupted business environment dueto the COVID-19 Pandemic. Though Company signed Natural Gas (NG) Term Sheet Agreement withGAIL last year the NG project got delayed due to some reasons.
As per GAIL's revised project schedule NG project is expected to be completed by Q3 of2020-21 and NG is expected to be available from Q4 of 2020-21 which may likely to bringdown cost of production. However the cost benefit will be based on the NG prices whichare going to be fixed once in every six months. Mainly the Company's performance to alarge extent is dependent on international supply and demand for these products and theirprices which are influenced by crude prices exchange fluctuations and dumping by sourcesother than that covered by Anti-Dumping Duty.
RISKS AND CONCERNS:
Due to the COVID-19 Pandemic the business is not going to be smooth due to thedisrupted business environment which is a real concern /challenge.
The Company is depending for its major raw material i.e. Propylene from a singlesource i.e. HPCL Refinery. However the risk is built in the project evaluation. Crudeprices Exchange rate fluctuations and trade war between China & USA and COVID-19effect on the global business are also of concern.
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:
Company has evolved Safety Health and Environment Policy.
Company has completed 14.75 million accident free man-hours in the last 11years.
Total 22184 man-hours used for conducting Safety PEP talks Safety inductiontraining and refresher trainings for employees including Contract / Contractor workmen andtruck drivers.
Safety of Human and Plant assets are of top priority to the Company. Continuoustraining of personnel at various levels on safety and strict compliance of regulations isensured which resulted in another accident-free year.
Company has been awarded with Winner (Golden Trophies) for lowest AverageFrequency Rate (2015 2016 and 2017) in National Safety Awards (NSA) presented by theDirectorate General Factory Advice Services and Labour Institute (DGFASLI) Govt. ofIndia on 17.09.2019 at New Delhi.
Health monitoring of all employees including contract labour and canteen workers isdone on regular basis.
On line emission Ambient air and effluent monitoring systems are in place. Data isbeing transmitted to CPCB and APPCB for monitoring.
All the insurable assets of the Company including Plant and Machinery Buildings andInventories are insured on reinstatement value basis.
Land taken on Lease from Visakhapatnam Port Trust
Company has taken on lease 75.00 Acres of land from Visakhapatnam Port Trust (VPT) onwhich Oxo-Alcohol Plant has been established. The land is located adjacent to HPCLVisakha Refinery which supplies major Raw Materials. In this connection a LeaseAgreement was entered into on June 27 1989 with Visakhapatnam Port Trust for a period of30 years which expired on June 26 2019.
Company submitted Technical Bid on VPT website and Financial Bid in the year 2019.Also on the advice of VPT Company participated in E-Auction. VPT further advised theCompany to submit the Manufacturing Process of the Company and the same was submitted tothem. Company is awaiting approval letter from VPT. On receipt of approval from VPTnecessary steps will be taken to enter into a fresh Lease Agreement for a further periodof 30 years in continuation of the Lease.
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.
Sri Animesh Kumar Sinha Nominee of IDBI Bank Ltd. ceased to be Director consequentupon his withdrawal with effect from 19.9.2019. Your Directors placed on record theircommendable appreciation of the valuable guidance rendered by him during his tenure asDirector of the Company.
Sri Solomon Arokiaraj I.A.S. Nominee of APIDC Ltd. ceased to be Director consequentupon his withdrawal with effect from 5.10.2019. Your Directors placed on record theircommendable appreciation of the valuable guidance rendered by him during his tenure asDirector of the Company.
Dr. Rajat Bhargava I.A.S. Chairman & Managing Director of APIDC and Sri Y S SSuresh Deputy Manager of APIDC Nominee Directors of APIDC Ltd. were co-opted by theBoard at its Meeting held on 2.11.2019 as Additional Directors. Their appointment is beingplaced for the approval of shareholders at the ensuing 36th AGM. Theappointment of Dr. (Smt.) D. Manjulata as Independent Director for Second Term andappointment of Dr. V. N. Rao as Independent Director are being placed for the approval ofShareholders at the ensuing 36th AGM. In accordance with the provisions of theCompanies Act 2013 and Articles of Association of the Company Directors Sri RaviPendyala and Dr. V N Rao retire by rotation at the ensuing 36th AGM and beingeligible offer themselves for reappointment. Their reappointment is being placed for theapproval of shareholders at the ensuing 36th AGM.
KEY MANAGERIAL PERSONNEL:
Details of Key Managerial Personnel of the Company are as under:
|Name of the person ||Designation |
|1. Sri K Narasappa ||President |
|2. Sri P Ratna Rao ||Senior General Manager (Finance) [CFO] |
|3. Sri M V V S V Prasadu ||Deputy Secretary & Assistant Manager |
|(w.e.f. 25.5.2019) ||(Finance) |
Audit Committee comprises of Non-Executive Independent Directors Sri A A Krishnan Dr.P Kotaiah and Dr. (Smt.) D Manjulata and Sri Ravi Pendyala Non-Executive Non-IndependentDirector as its members. Sri A A Krishnan is the Chairman of the Committee. To broad baseand further strengthen the Audit Committee Dr. V N Rao Non-Executive Non-IndependentDirector and Sri P Venkateswara Rao Non-Executive Independent Director were inducted asMembers into Audit Committee with effect from 3.8.2019 and 2.11.2019 respectively.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Nekkanti S R V V S Narayana & Co. CompanySecretaries (CP No.7839) Hyderabad to undertake the Secretarial Audit of the Company.The Secretarial Audit Report is included as Annexure - 'B' and forms an integral part ofthis report.
Pursuant to the provisions of the Companies Act 2013 and Securities & ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 yourBoard has carried out a formal process of evaluation of the Board its Committees and theindividual 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.
Independent Directors met 20.6.2020 wherein as per the report of lead IndependentDirector the performance evaluating 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 Year2019-20 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 Securities & Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 your Companyhas established a Vigil Mechanism / Whistle Blower Policy for Directors and employees toreport genuine concerns on unethical behaviour actual or suspected fraud or violation ofthe Company's Code of Conduct in prescribed manner. The Policy provides adequatesafeguards against victimisation of the complainant and direct access to the Chairman ofthe Audit Committee. The protected disclosures if any reported under this Policy will beappropriately 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 review
of 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:
As per the provisions of Section 135 and Schedule VII of the Companies Act 2013 andCompany's CSR Policy Company had spent an amount of Rs.7353700/- CSR expenditure forthe Financial Year 2019-20. The report on CSR activities as required under Companies (CSRPolicy) Rules 2014 is set out as Annexure - "C" forming part of this report.
Contribution to COVID-19
Your Directors are glad to report that as a part of Corporate Social Responsibilityactivity your Company contributed Rs.50.00 lakhs during the current Financial Year toChief Minister's Relief Fund with a view to support the efforts of Govt. of Andhra Pradeshin tackling the unprecedented crisis arising from Covid-19.
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee comprises of Dr. (Smt.) D Manjulata IndependentDirector as Chairperson and Sri A A Krishnan Independent Director Sri MullapudiThimmaraja and Dr. V N Rao Non-Independent Directors 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 POLICYpdf.
M/s C V Ramana Rao & Co. Chartered Accountants Visakhapatnam were appointed asStatutory Auditors of the Company for the five Financial Years from 2017-18 to 2021-22.Fixation of their remuneration payable for the Year 2020-21 is being placed at the ensuing36th AGM for the approval of Members. The total fees paid by the Company forthe year 2019-20 to the Statutory Auditors for all services rendered by them is Rs. 6.26lakhs.
M/s Narasimha Murthy & Co. Cost Accountants Hyderabad were appointed by theBoard as Cost Auditors of the Company for the year ended 31st March 2020. CostAuditors' Report in respect of Financial Year 2018-19 has been filed with the Ministry ofCorporate Affairs on 14th June 2019 i.e. within the stipulated time.
Company has complied with the requirement with regard to maintenance of cost records asspecified by the Central Government under Section 148(1) of the Companies Act 2013.
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:
(a) In sea water lines of E142 E168 E172 and E193 heat exchangers control valveshave been provided to control (Auto Mode) the sea water temperature (to avoid sub-cooling)to reduce the steam consumption in the columns. Expected steam savings per year due toabove changes is around Rs.1.2 crores.
(b) MP/LP condensate recovery project done to save steam/condensate and energy.Expected savings from the above project would be around Rs.3 crores/year.
2. Steps taken by the Company for utilising alternate sources of energy.
Company could not take up any steps in this regard in view of the non-viability.
3. Capital investment on Energy conservation equipments: Rs.17 lakhs.
II) TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:
a) Efforts made & Benefits: Technology has been fully absorbed and variousinnovative ideas enable the Company to operate the Plant even above 105% load.
b) Imported Technology: NIL
c) Expenditure incurred on R & D: NIL
III) Foreign Exchange earning and outgo: (On cash basis)
| ||For the year ended 31.3.2020 ||For the year ended 31.3.2019 |
|i. Earnings ||- ||- |
|ii. Outgo ||500.79 ||775.84 |
PARTICULARS OF EMPLOYEES:
There is no employee of your Company drawing a remuneration requiring disclosure underSection 197 (12) of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended from time to time.
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 3151 March 2020 out of the total number of 84971600 EquityShares 80770099 Equity Shares constituting 95.06% stand dematerialised.
RELATED PARTY TRANSACTIONS:
As per the provisions of Regulation 23 of Securities & Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 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 ishttp://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 areplaced before the Audit Committee and the Board for approval. Omnibus approval is grantedby the Audit Committee on yearly basis for transactions which are repetitive in nature. Astatement giving details of all Related Party Transactions are placed before the AuditCommittee and the Board for review and ratification 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. In compliance with the provisions of the said Act an InternalComplaints Committee (ICC) was set up to redress complaints received regarding sexualharassment. During the year 2019-20 there were no complaints received by the ICC.
PARTICULARS OF REMUNERATION:
The information required under Section 197 of the Act and the Rules made thereunder inrespect of employees of the Company is as follows:-
(a) the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the Financial Year:
Our Directors draw remuneration only by way of sitting fees. The details of the sameare provided in Corporate Governance which forms an Annexure to this report. No otherremuneration is drawn by them. Managing Director does not draw any remuneration. Hencethe ratio of remuneration of each Director to the median remuneration is not required tobe 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:
At present Company is paying sitting fees of Rs. 20000/- for attending each meeting ofBoard and Rs. 15000/- for attending each meeting of Committee of the Board (as approvedby the Board of Directors at its meeting held on 5.11.2018). Other details are as follows:
|Name of the Person ||% increase in remuneration |
|Sri K Narasappa President ||10.00% |
|Sri P Ratna Rao Senior General Manager (Finance) (CFO) ||10.00% |
|Sri M V V S V Prasadu Deputy Secretary & Assistant Manager (Finance) ||Not Applicable |
(c) the percentage increase in the median remuneration of employees in the FinancialYear: 1.49%
(d) the number of permanent employees on the rolls of Company: 297
(e) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last Financial Year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration
The average increase in salaries of employees other than managerial personnel in2019-20 was 1.49%. Percentage increase in the managerial remuneration for the year wasNIL.
(f) affirmation that the remuneration is as per the remuneration Policy of the Company:
The 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 affirmsremuneration is as per the Remuneration Policy of the Company.
SIGNIFICANT AND 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.
Bombay Stock Exchange (BSE) imposed a penalty of Rs.214760/- for discrepancy inconstitution of Audit Committee. The Company put forth its contention to the effect thatthere is no violation on the part of Company with regard to Listing Regulations and assuch paid the amount Under Protest.
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 2020 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 2020 and of theprofit 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 the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
REPORT ON CORPORATE GOVERNANCE:
As required under Regulation 34(3) of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the report on CorporateGovernance and the Auditors' Certificate on the compliance of Corporate Governance areannexed and form part of the Directors' Report (Annexure "D").
Your Directors acknowledge the co-operation and continued valuable support receivedfrom Central and State Government authorities the Promoters - The Andhra Sugars Limitedand Andhra Pradesh Industrial Development Corporation Ltd. (APIDC) FinancialInstitutions Banks Shareholders Customers Hindustan Petroleum Corporation Ltd.(HPCL) Gas Authority of India Ltd. (GAIL) and other Suppliers. Your Directors also wishto place on record their deep sense of appreciation of the valuable contribution made bythe employees at all levels.
|Venkatarayapuram ||On behalf of the Board |
|20.6.2020 ||Dr. P Kotaiah |
| ||Chairman |