To
The Members,
Your Directors are pleased to present 38" Annual Report and the company's audited
financial statement for the financial year ended March 31, 2023. FINANCIAL RESULTS:
The company's financial performance for the year ended March 31, 2023 is summarized
below:
(Amount in Lakhs Rs.)
The Break-up of Profit is given as follows |
31? March, 2022 |
31" March, 2023 |
Total Revenue |
3718.08 |
2802.46 |
Total Expenditure |
3586.51 |
2758.91 |
Net Profit Before Taxation |
131.58 |
43.54 |
Current Tax |
36.00 |
11.50 |
Short / (Excess) Provision of Income Tax of |
0 |
0 |
earlier years. |
|
|
Deferred Tax |
1.15 |
2.50 |
Net Profit After Taxation |
94.43 |
29.55 |
SHARE CAPITAL:
During the year under review, there was no change in the Company's issued, subscribed
and paid-up equity share capital. on 31% March, 2023 it stood at Rs. 90,00,000/- divided
into 9,00,000 equity Shares of Rs. 10/- each. The Company has neither issued shares with
differential rights as to dividend, voting or otherwise nor issued shares (including sweat
equity shares) to the employees or Directors of the Company, under any Scheme. No
disclosure is required under Section 67(3)(c) of Companies Act, 2013 in respect of voting
rights not exercised directly by the employees of the Company as the provisions of the
said Section are not applicable.
TRASNFER TO RESERVE:
The Company propose to carry forward Rs. 94.43 Lakhs Profit to reserves of the company.
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:
During the year under review, your company managed to achieve consolidated revenue of
Rs.37.18 Crores as against Rs. 28.02 Crores which is Increased by 24.64 % as compared to
last year. Net profit after tax increased by 68.71 % to Rs. 94.43 Lacs as compared to
Rs.29.55 Lacs during the last year.
The entire net profit after tax of Rs. 94.43 lacs is proposed to be transferred to 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, paints, refineries and has evergreen demand. The
Company has continued its effort to tap the export market beside 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.
Further during the year there are no material changes and commitments, which have an
impact on the going concern status of the Company.
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.
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 ate 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 ate 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 significant or material 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. Related party transactions, if any, are entered in ordinary course of business at
arm's length. Your Directors draw attention of the members to see Note 44 to the financial
statement which sets out related party disclosures. There is no bad debts of related
party.
CORPORATE GOVERNANCE:
Corporate Governance provisions as stipulated in Chapter IV of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 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 Boatd 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.
INSIDER TRADING POLICY:
The Policy provides the framework in dealing with securities of the Company. The Policy
was revised and adopted effective April 01, 2019. The Insider trading policy was amended
in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Key
changes include, inter alia, change in definition of Designated Persons, Maintenance of
digital database, internal controls and policy and procedure for inquiry in case of leak
of UPSI.
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. Arvind Goenka (DIN 00093200) will retire by rotation at the ensuing Annual
General Meeting and being eligible have offered herself for re-appointment.
During the year there is no changes took place amongst directors and key managerial
personnel
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 31% March, 2023 is as under:
Sl. No. Name |
Designation |
Executive/ . Non-Executive |
1. Mz. Arvind Goenka |
Non-Independent |
Non-Executive |
2. Mz. Pulkit Goenka |
Managing Director Chairman |
Executive |
3. Mrs. Aanchal Goenka |
Non-Independent |
Non-Executive |
4. Mr. Nirish Parikh |
Independent Director |
Non-Executive |
5. Mz. Akshat Shukla |
Independent Director |
Non-Executive |
6. Mrs. Palak Tapas Relia |
Non Independent |
Non-Executive |
08(Fight) Board meetings were held during the year in accordance with the provisions of
the Act where due quorum were present in each meeting. The Agenda of the board meeting and
notes of the agenda are circulated to the directors well in advance. The members of the
board discussed each and every item of the agendas freely in detail. Dates of Board
Meeting and No. of directors attending meeting are:
Sr. No. |
Date of meeting |
No. of Directors present |
1 |
20/05/2022 |
6 |
2 |
12/08/2022 |
6 |
3 |
04/10/2022 |
6 |
4 |
08/11/2022 |
6 |
5 |
14/11/2022 |
6 |
6 |
16/12/2022 |
6 |
7 |
17/01/2023 |
6 |
8 |
14/02/2023 |
6 |
AUDIT COMMITTEE:
The company has an Audit Committee. The Composition of Committee is as under:
SI. No. Name of Members |
Member / Chairman |
No. of Meeting entitled |
Number of meeting Attended |
01 Mz. Nirish Parikh |
Chairman |
5 |
5 |
02 Mz. Akshat Arunbhai Shukla |
Member |
5 |
5 |
03 Mz. Arvind Goenka |
Member |
5 |
5 |
The composition of committee inter alia meets with the requirement of Section 177 of
the Companies Act, 2013. During the year under review, the audit committee met on
20.05.2022, 12.08.2022, 04.10.2022, 14.11.2022 and 14.02.2023. Requisite quorum was
present during the meetings.
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 tome 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:
The Company has Nomination and Remuneration Committee: The Composition of Committee is
in accordance with the Companies Act, 2013. Members of the Committee are as under:
SI. No. Name of Members |
Member/ Chairman |
No. of Meeting entitled |
Number of meeting Attended |
01 Mz. Nirish Parikh |
Chairman |
1 |
1 |
02 Mz. Akshat Arunbhai Shukla |
Member |
1 |
1 |
03 Mz. Arvind Goenka |
Member |
1 |
1 |
During the year, 1 (One) meeting of the Nomination and Remuneration Committee was held
ie. on 12.08.2022 during the Financial year 2022-23. Requisite quorum was present during
the meeting.
The Committee shall have at least the following basic responsibilities:
e 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. e
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 patt
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 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:
SI. No. Name of Members |
Member/ Chairman |
No. of Meeting entitled |
Number of meeting Attended |
01 Mz. Arvind Goenka |
Chairman |
1 |
1 |
02 Mz. Akshat Arunbhai Shukla |
Member |
1 |
1 |
03 Mz. Nirish Parikh |
Member |
1 |
1 |
During the Financial year, 1 (One) meeting of the Stakeholder Relationship Committee
was held ie. on 14.02.2023 during the financial year 2022-23. Requisite quorum was present
during the meeting.
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 repott 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:
|
Board Meeting |
Audit Committee |
Nomination & Remuneration Committee |
Stakeholders Relationship Committee |
No. of Meetings held |
8 |
5 |
1 |
1 |
Attendance |
|
|
|
|
Mz. NirishJ. Parikh |
8 |
5 |
1 |
1 |
Mer. Pulkit Goenka |
8 |
- |
- |
- |
Mr. ArvindGoenka |
8 |
5 |
1 |
1 |
Ms. AanchalGoenka |
8 |
- |
- |
- |
Mr. Akshat Arunbhai Shukla |
8 |
5 |
1 |
1 |
Ms. Palak Relia |
8 |
- |
- |
- |
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 Boards 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 petformance 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 cartied out by the entite 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 following Directors are independent in terms of Section 149(6) of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:
(a) Mz. Nirish Jagabhai Parikh
(b) Mr. Akshat Arunbhai Shukla
The Company has received requisite declarations/ confirmations from all the above
Directors confirming their independence.
Your Board confirms that in their opinion the independent directors fulfill the
conditions of the independence as prescribed under the SEBI (LODR), 2015 and they are
independent of the management. Further, in the opinion of the Board the independent
directors possess requisite expertise, experience and integrity.
Note: All Independent Directors of the company are registered with the Indian Institute
of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section
150(1) of the Companies Act, 2013 But ID's ate yet to undergo online proficiency self-
assessment test within the time prescribed by the IICA.
DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:
The Company has received the disclosure in Form DIR - 8 from its Directors being
appointed or re-appointed and has noted that none of the Directors are disqualified under
Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment
and Qualification of Directors) Rules, 2014.
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.
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 Sourabh Patawari, Practicing Company Secretary to conduct
Secretarial Audit for the financial year 2022-2023. The secretarial Audit Report for the
financial year March 31, 2023 is annexed herewith as Annexure B to the Report. With
respect to the observation of the Secretarial Auditor, the Board replies hereunder:-
1. Towards the SEBI circular on 100% of promoters holding in demat form, the company
has only 6.70% of promoter's holding in demat form.
Reply: Your directors submit that some of the promoters are in active promoter and two
are of death case. For others, 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 demat on the receipt of the consolidated Share Certificate basis and the same is
under process.
AUDITORS AND AUDITORS REPORT:
At the Annual General Meeting of the Company for the year ended on 31% March, 2020 M/s.
Suresh R. Shah & Associates, Chartered Accountants (Firm Registration No.110691W) were
appointed as Statutory Auditors of the Company for a period of Five years. In terms of MCA
notification ratification is not required at each annual general meeting.
There is no qualification or adverse remarks made by the auditors in their report. No
fraud has been reported by the auditors in their report. INTERNAL AUDITORS:
The Board of Directors has re-appointed Tibrewal Bhagat & Associates, Chartered
Accountants, (M.No.: 125173) as Internal Auditors of the Company. The Audit Committee of
the Board of Directors in consultation with the Internal Auditors, formulate the scope,
functioning periodicity and methodology for conducting the internal audit.
COST RECORDS AND COST AUDITORS:
The provisions of Cost Audit and Records as prescribed under Section 148 of the Act,
ate not applicable to the Company.
COMPLIANCE WITH THE SECRETARIAL STANDARD:
The Company has complied with all the provisions of Secretarial Standards on Board
Meetings and General Meetings issued by the Institute of Company Secretaries of India.
REPORTING OF FRAUD:
During the year under review there was no instance of any fraud which has been reported
by any Auditor to the Audit Committee or the Board.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
The Company always endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment. The Company has in place a
robust policy on prevention of sexual harassment at workplace. The policy aims at
prevention of harassment of employees as well as contractors and lays down the guidelines
for identification, reporting and prevention of sexual harassment.
During the Financial Year 2022-2023, the Company has not received any complaint of
sexual harassment.
PARTICULARS OF LOANS, INVESTMENT, GUARANTEE AND SECURITIES:
Particulars of Loans and investment, if any, are stated in the notes to the financial
statements. The Company has not provided any guarantee or security for the loans availed
by others.
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 |
2022 - 2023 |
2021 - 2022 |
Electricity Purchase- Unit |
677502 |
605853 |
Total Amount (Rs.) |
6347563.97 |
5246277.22 |
Rate per unit (Rs.) |
9.37 |
8.66 |
Company is having it's 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 provided in the notes to the
accounts. Members are requested to refer the same.
PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES:
The Company has no employee drawing the remuneration of One Crore and two Lakh rupees
or mote or if employed for the part of the financial year was in receipt of remuneration
of Eight lakh fifty thousand Rupees or more per month.
However the information required pursuant to Section 197read with Rule, 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees 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, 2015
with the Stock Exchange, the Management Discussion and Analysis report form part of the
Annual Report and is annexed herewith as Annexure D.
REMUNERATION POLICY
The company's policy relating to appointment of directors, payment of managerial
remuneration, directors' qualifications, positive attributes, independence of directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013 is
furnished 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 to
Section 76 of the Companies Act, 2013.
DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE 2016:
During the year under review, there were no applications made or proceedings pending
under the Insolvency And Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans from the
Bank or Financial Institutions.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND: During the year under review,
the provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid in last seven years so the Company was not required to transfer
any amount to the Investor Education and Protection Fund (IEPF) established by the Central
Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as
there is no amount unclaimed for a period of 7 years from the date it became due for
repayment.
GENERAL SHAREHOLDER INFORMATION
38" Annual General Meeting |
|
Venue |
36, Kothari Market, Kankaria Road, |
|
Ahmedabad 380 022. |
Date |
September 30, 2023 |
Time |
02:00 P.M. |
Book Closure |
From 24.09.2023 to 30.09.2023 (both days |
|
inclusive) |
LISTING OF SHARES:
Your Company is currently listed with BSE Ltd. The company has paid listing fees for
the year 2022-2023.
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, A-802, Samudra
Complex, off C G Road, Navrangpura, Near Girish Cold Drinks Ahmedabad 380009, Gujarat
India.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. Qur 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 of Directors |
|
ADVANCE PETROCHEMICALS LIMITED |
Date: 14/08/2023 |
PULKIT GOENKA |
Place: Ahmedabad |
Chairman & Managing Director |
|
DIN No. 00177230 |
|