| The Directors are pleased to present 30th Annual Report and the
company's audited financial statement for the financial year ended
March 31, 2015.
FINANCIAL RESULTS:
The company's financial performance for the year ended March 31, 2015
is summarized below:
The Break-up of Profit is given as follows
31st March, 2015 31st March, 2014
Total Revenue 112479887 127195431
Total Expenditure 111046125 125273862
Net Profit Before Taxation 1433762 1921569
Current Tax (297271) (395275)
Deferred Tax (570897) (312115)
Net Profit After Taxation 565594 1214179
Excess/(Short)Provision
for Income Tax. 29120 Nil
Profit for the Period
for Appropriation 594714 1214179
Earning Per
Shares
Basic 0.66 1.35
Diluted 0.66 1.35
DIVIDEND
In order to conserve the resources, your Directors do not recommend any
dividend on equity shares of the Company.
Brief description of the Company's working during the year/State of
Company's affairs:
Due to high volatility in the international market and weakening of
crude oil prices, consolidated revenue for the year is decreased by
11.57% to Rs. 112.47 Lacs as compared to Rs.127.19 Lacs during the last
year and as a result Net profit after tax dropped by 46.58% to Rs.5.65
Lacs as compared to Rs.12.14 Lacs during the last year.
The entire net profit after tax of Rs.5.65 is proposed to be retained
in the Statement of Profit & Loss in the form of Surplus of the
Company.
The final product of the Company is used as raw material in many
manufacturing industries like automobile industries, building material
industries and has evergreen demand. The Company has continued its
effort on improving the market for its product domestically also and
popularizing its use.
Considering all the factors into consideration, your directors are
hopeful to achieve better 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 the Company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of this report.
There are no significant and material orders passed by the regulators
or courts or tribunals 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 no subsidiaries, associates and joint ventures companies, no
consolidated financial statements required to be given.
ISO 9001 CERTIFICATION:
Your Directors have pleasure informing you that the company has
ISO-9001 certification from the world renowned institution for its
Chemical Division. Your Company is enjoying coveted and prestigious ISO
9001 Status. Company has successfully met all the stringent and
rigorous revaluation and surveillance measures of UKAS Quality
Management.
Necessary steps are being taken to renew the same in the current year.
Directors' Responsibility Statement:
Your Directors Statement and confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed and there are no material departures from
the same;
ii) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of financial year and of the profit 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 adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are
adequate and are operating effectively.
vi) the directors had devised proper systems to ensures compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Related Parties Transactions
There is no contract or arrangement entered into by the Company with
related parties referred to in sub-section (1) of Section 188 of the
Companies Act, 2013. Your Directors draw attention of the members to
Note F to the financial statement which sets out related party
disclosures.
Corporate Governance:
The amended Clause 49 of listing requirements on Corporate Governance
is not applicable 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
prescribed under section 135 of the Companies Act 2013 and hence CSR is
not applicable to your Company.
Risk Management
Your company has Risk Management Framework as approved by the Board of
Directors which provides mechanism to identify, evaluate business risk
and opportunities. The risk associated with the business of the
Company, its root causes are reviewed and steps are taken to mitigate
the same. The Audit Committee and Board of Directors also reviews the
key risk associated with the business of the Company, the procedure
adopted to assess the risk, efficacy and mitigation measures.
Internal Financial Control:
The Company has a good system of internal controls in all spheres of
its activity. The internal control system is supplemented by effective
internal audit being carried out by an external firm of Chartered
Accountants. The Audit committee regularly reviews the findings of the
internal auditors and effective steps to implement the suggestion /
observation of the Auditors are taken and monitored regularly. In the
opinion of the Board, 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 the Company, Mr. Shaileshsingh Rajput (DIN 00176962) and
Mr. Ashok Goenka (DIN 00086925) and retire by rotation at the ensuing
Annual General Meeting and being eligible have offered themselves for
re-appointment.
Mr. J. K. Trivedi (DIN 00176500) has resigned as director w.e.f.
30/07/2014.
Pursuant to the provisions of Section 149, 152 read with Schedule IV of
the Companies Act, 2013, Mr. Nirish J. Parikh (DIN 03506494) and Mr.
Omprakash Jalan (DIN:00176876), have been appointed as Independent
directors by the shareholders at 29th Annual General meeting held on
September 30, 2014 for a period of five years.
Pursuant to the provisions of Section 161 (1) of the Companies Act,
2013 Ms. Aanchal Goenka (DIN 07145448) appointed as additional
director designated as woman director of the Company with effect from
March 31, 2015 and She shall hold office up to the date of ensuing
annual general meeting. The company has received requisite notices in
writing from members proposing Ms. Aanchal Goenka as Director of the
Company.
Mr. Natraj Arli, has been designated as Chief Financial Officer of the
Company with effect from March 31, 2015.
COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:
Composition of Board
The Board of Directors has an optimum combination of Executive and
Non-Executive Directors and Independent directors in accordance with
the provisions of the Act. The composition of the Board of Directors
of the company as on 31st March, 2015 is as under:
Sl. Name Designation Executive/
No. Non Executive
1. Mr. Ashok Goenka Chairman & Managing
Director Executive
2. Mr. Shaileshsingh
Rajput Non Independent Executive
3. Mr. Arvind Goenka Non Independent Non Executive
4. Ms. Aanchal Goenka Non Independent Non Executive
5. Mr. Omprakash
Jalan Independent Director Non Executive
6. Mr. Nirish Parikh Independent Director Non Executive
11 Board meetings were held during the year. The details of Board
Meetings are given below:_
Date of meeting No. of directors present
18/04/2014 4
30/05/2014 5
02/07/2014 3
30/07/2014 5
29/08/2014 4
30/09/2014 3
30/10/2014 4
05/01/2015 3
09/02/2015 3
10/02/2015 4
31/03/2015 4
Audit Committee:
During the year the company has reconstituted its 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 of the Companies Act, 2013
Functions and Powers of Audit Committee:
The Committee shall have discussions with the auditors periodically
about internal control systems, the scope of audit including
observation of the auditors and review of financial statement before
their submission to the Board and discuss any related issue with
internal and statutory auditors and the management of the company.
In discharging the function of the Audit Committee, the committee shall
have the authority to investigate into any matter in relating to any
terms specified in Section 177 or referred to it by the Board.
Responsibility of the Committee :
The Committee may assign any matter of importance nature relating to
the accounts, finance, taxation, inspection and investigation from time
to time and may require submitting a report to the Board on such
matters within the stipulated time.
The committee on any matter relating to financial management including
audit report shall 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:
During the year the Company has renamed and reconstituted its
Remuneration Committee as the Nomination and Remuneration Committee:
The Composition of Committee is 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 has been reconstituted in terms of Section 178 of the
Companies Act, 2013. The Committee shall have at least the following
basic responsibilities:
- To identify persons who are qualified to become directors and who may
be appointed in senior management in accordance with the criteria laid
down, recommend to the Board their appointment and removal and shall
carry out evaluation of every director's performance.
- To formulate and review criteria that must be followed for
determining qualification for determining qualifications, positive
attributes and independence of director.
- To recommend the Board a policy relating to the remuneration for the
directors, key managerial personnel and other employees and to ensure
compliance with the remuneration policy 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 and senior management.
Stakeholders Relationship Committee
The Committee has reconstituted and renamed Investor Grievance
Committee as Stakeholders Relationship Committee. The composition of
the Committee is in accordance with the Companies Act, 2013. The
Composition of the Committee is as under:
Sl.
No. Name Designation Position in
Committee
01 Arvind Goenka Director Member
02 Mr. Shaileshsingh Rajput Director Member
03 Ashok Goenka Director Member
Basic Responsibilities of the Committee:
- Considering and resolving the grievance of shareholders of the
Company with respect to transfer of shares, non receipt of annual
report etc.
- Ensuring expeditious share transfer process in line with the
proceedings of the Share Transfer Committee.
- Evaluating performance and service standards of the Registrar & Share
Transfer 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:
Audit Nomination & Stakeholders
Committee Remuneration Relationship
Committee Committee
No. of Meetings
held Attendance
Mr. Omprakash Jalan 4 1 -
Mr. Nirish J. Parikh 4 1 -
Mr. Shaileshsingh
Rajput - - 2
Mr. Ashok Goenka - - 3
Mr. Arvind Goenka 3 1 3
The Committee was reconstituted in October, 2014.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration and Stakeholders Relationship
Committee.
Various aspects of the Board's functioning were evaluated such as
adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and
governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.
Declaration by Independent Directors:
The Independent directors have submitted their disclosure to the Board
that they fulfill all the requirements as to qualify for their
appointment as an Independent Director under the provisions of the
Companies Act, 2013 and under the Listing Agreement with the Stock
Exchanges.
Remuneration to Directors:
The remuneration paid to Directors, Non Executive Directors and
Independent Directors are disclosed in the Extract to the Annual Return
i.e. MGT - 9 as Annexure A to the Board Report.
Vigil Mechanism
Company has vigil mechanism in force to deal with instances of fraud
and mismanagement if any. The mechanism ensures that strict
confidentiality is maintained whilst dealing with the concern and also
that no discrimination will be meted to any person for a genuinely
raised concern. The Chairman of the Audit Committee may also be
contacted by employees 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 issue of sweat equity shares, no issue of employee stock
options and no provision of money by company for purchase of its own
shares by employees or by trustees for the benefit of the employees,
the details required to be given under various rules issued under the
Companies Act 2013 is NIL.
Secretarial Auditor:
The Board has appointed Mr. Bipin L. Makwana, Practicing Company
Secretary to conduct Secretarial Audit for the financial year
2014-2015. The secretarial Audit Report for the financial year March
31, 2015 is annexed herewith. With respect to the observation of the
Secretarial Auditor, the Board replies hereunder:- 1. The company has
not filed particulars of Charges in favour of BMW India Financial
Services Pvt. Ltd on hypothecation of car on car loan :- The Company
had executed agreement for car loan with BMW India Financial Services
Pvt. Ltd and was under impression that the required particulars of
charges have been filed by them with the Registrar. Through observation
of the Secretarial Auditor, it came to the notice of the management
that the filing of charge is pending; the company is taking steps
towards filing of charge in consultation with Charge holder.
2. Entire promoter's shareholding are not in demat form.
The promoters are in touch with the R & T of the Company for issue of
consolidated duplicate share certificate. The shares of the company are
being dematted on the receipt of the consolidated Share Certificate
basis. The company has made request to the promoters to get their share
dematted at the earliest.
3. The Company has not appointed a whole time qualified Company
Secretary in the Company.
The Company's paid up share capital of the Company is less than Rs.5
Crores. However to ensure the better compliances of the various laws,
the Company is taking steps to appoint a qualified company secretary
who can accommodate in the organization.
4. The company has not maintained proper records showing full
particulars including quantitative details and situation of fixed
Assets.
Your directors submit that Fixed Assets Register has been maintained
and physical verification of fixed assets would be made by the company
in due course of time.
Auditors and Auditors Report:
M/s. Pipara & Co., Chartered Accountants, Ahmadabad (FRN 107929W) are
the statutory auditors of the Company and there are no changes in the
same and they are being eligible offers themselves for reappointment
and Board recommend their reappointment.
1. The company has not maintained proper records showing full
particulars including quantitative details and situation of fixed
Assets & fixed assets have not been physically verified by the
Management at reasonable intervals.
Your directors submit that Fixed Assets Register has been maintained
and updated and physical verification of fixed assets would be made by
the company in due course of time.
Particulars of Loans, Investment, Guarantee and Securities:
Particulars of Loans, investment, Guarantee and Securities are given in
the financial statement (Please refer to Note 2.2, 2.3 and 2.7 to
financial statement).
Conservation of energy, technology absorptions and foreign exchange
earnings and outgo are as follows:
Our industry is not heavy consumer of energy, further during the year
under review the company made efforts to conserve energy through
reduction consumption, the company will continue to endeavor of
conserve energy and use it more efficiently. Particulars of Energy
conservation and its use is given below:
Particulars 2014-2015 2013-2014
Electricity Purchase 354466 383722
Total Amount (Rs.) 3109557 2713629
Rate per unit (Rs.) 8.77 7.07
Company is having its own research & development facilities. The
process of development is a continuous process resulting in development
of new & import substitute products. Company is taking all appropriate
measures to absolve the technology in its area of operation.
Particulars of Foreign exchange earnings and outgo is given as under:
Particulars 2014-2015
Foreign Exchange Earnings (Rs.) 15114352/-
Foreign Exchange Outgo (Rs.) 348382/-
Extract of Annual Return:
Extract of the Annual Return of the Company in MGT-9 is enclosed
herewith as an annexure 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 Lacs p.a.
However the information required pursuant to Section 197 read with
Rule, 5 (1) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the
Company, will be provided upon request.
In terms of Section 136 of the Act, the Report and Accounts are being
sent to the Members and others entitled thereto, excluding the
information on employees' particulars which is available for inspection
by the Members at the Registered Office of the Company during business
hours on working days of the Company up to the date of the ensuing
Annual General Meeting. If any Member is interested in obtaining a copy
thereof, such Member may write to the Secretarial Department at the
Regd. Office of the Company.
Deposits:
Your Company has not accepted any deposits which fall under Chapter V
and Section 73 to Section 76 of the Companies Act, 2013.
General Shareholder Information
30th Annual General Meeting
Venue Plot No,167, Pirana Approach Village Piplej,
Ahmedabad: 382405
Date September 30, 2015
Time 12.30 p.m
Book Closure From 23/09/2015 to 30/09/2015 (both days inclusive)
Listing of Shares:
Your Company is currently listed with BSE Ltd. The company has paid
necessary listing fees for the year 2015-2016.
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 E-2/3,
Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (E), Mumbai:
400 072 as Registrar and Transfer Agents for electronics shares. The
average time taken in 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 their continued support and cooperation. Our sincere thanks
are also due to our esteemed customers, suppliers and finally to
employees of the Company for their untiring efforts and commitment to
their duties.
By Order of the Board
For, Advance Petrochemicals Ltd
Ashok Goenka
Chairman & Managing Director
DIN 00086925
Registered Office : 36, Kothari Market, Ahmedabad - 380 022
Place: Ahmedabad
Date: 29/05/2015
|