Annual Report 2016-17 - ASSAM PETRO-CHEMICALSAssam Petro-Chemicals Limited Annual Report 2016-17 2...

Assam Petro-Chemicals LimitedAnnual Report 2016-17

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4


ii

Financial Years

Financial Years

Financial Years

Financial Years

Prod

uctio

n in

(MT)

` in

lakh

s

` in

lakh

s

MT


5


iii

Sale of Formalin

Area Qty (MT)

BHUTAN 1,505.10

N.E.R. 9,038.51

NEPAL 1,642.41

NORTH BENGAL 8,329.76

BIHAR 17,243.90

SOUTH BENGAL 6,121.49

Grand Total 43,881.17

Sale of Methanol QTY (MT)

NEPAL & BENGLADESH 1755.62

N.E.R 824.49

NORTH INDIA 4940.34

W.B./BIHAR 3502.29

Grand Total 11022.74

Share Holding Pattern as on 24.08.2017

Name of sharholders Number of shares held % of holding

AIDC Ltd. 8944980 98.08

ICICI Bank Ltd. 90700 0.99

Individuals & bodies corporate 84267 0.93

Earning Per Share

Year 2016-17 2015-16 2014-15 2013-14 2012-13 2011-12

Earning Per Share (in `.) 3.14 -24.33 -7.10 10.29 4.43 -1.16


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iv

Areawise sale of Formalin

Areawise sale of Methanol

Shareholding Pattern as on31-03-2017

Earning Per Share (in `)

`

FY

EPS (in `)


1

Contents

Notice of Annual General Meeting 21.

Directors’ Report for the year ending on 312. st March, 2017 5

Annexure to the Directors’ Report 143.

Comments of Comptroller and Auditor General of India 424.

Independent Auditors’ Report 445.

Annexure to the Independent Auditors Report 486.

Balance Sheet as at 317. st March, 2017 54

Statement of Profit and Loss for the year ended 318. st March, 2017 56

Cash Flow Statement for the year ended 319. st March, 2017 58

Notes forming part of Financial Statements 6010.

Attendance Slip 9511.

Proxy form 9612.

Particulars Page No.


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NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that 46th Annual General Meeting of the shareholders of Assam Petro-Chemicals Limited will be held on Tuesday, 26th September, 2017 at 11:00am at the registered office of the company at 4th Floor Orion Place, Mahapurush Srimanta Sankardev Path, Bhangagarh, Guwahati, Assam-781 005 to transact the following businesses:

ORDINARY BUSINESS A. :To receive, consider and adopt the Company’s 1. standalone Financial Statements as at 31st March, 2017 along with the Directors’ Report, Independent Auditors’ Report and Comments of the Comptroller and Auditor General of India, etc. thereon. SPECIAL BUSINESSB.

APPOINTMENT OF SHRI BIKUL CHANDRA DEKA 2. AS A DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modifications the following resolution as an Ordinary Resolution:

“RESOLVED THAT Shri Bikul Chandra Deka (DIN: 07774812) who was appointed as an Additional Director pursuant to Section 161 of the Companies Act, 2013 and who holds office up to the date of next Annual General Meeting and for the appointment of whom, the Company has received a notice under Section 160 of the Companies Act, 2013 from Assam Industrial Development Corporation Ltd., proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company.”TO FIX THE REMUNERATION OF THE COST 3. AUDITORS OF THE COMPANY FOR THE

FINANCIAL YEAR 2017-18. To consider and if thought fit, to pass the

following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to provisions of Section 148(3) of the Companies Act, 2013 (“the Act”) read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014 (“the Rules”) the consent of the Company be and is hereby accorded for approval of the payment of remuneration of ` 24,450/- (Rupees Twenty Four Thousand Four Hundred Fifty Only) inclusive of TA, DA and other out of pocket expenses excluding the applicable GST, if any to M/s Subhadra Dutta & Associates , Cost Accountants as the Cost Auditors of the Company for the Financial Year 2017-18”

By order of the Board of Directors Sd/-Date: 24.08.2017 (Uttam Bailung)Place: 4th Floor, Orion Place Company SecretaryMahapurush Srimanta Sankardev Path,Bhangagarh, Guwahati-781005Notes:

A MEMBER ENTITLED TO ATTEND AND 1. VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

Assam Petro-Chemicals LimitedCIN-U24116AS1971SGC001339

Registered Office: 4th Floor, Orion Place, Mahapurush Srimanta Sankardev Path, Bhangagarh, Guwahati-781 005, Assam; Telefax no. 0361-2461470 and 2461471;

e-mail: [email protected]; website: www.assampetrochemicals.co.in


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A statement pursuant to Section 102 (1) of 2. the Companies Act, 2013 concerning the special business mentioned under item numbers 2 and 3 of the notice is annexed hereto:ISIN of the shares of the company is 3. INE277D01010. Members are requested to dematerialize their shares.Corporate members intending to send their 4. authorized representatives to attend in the meeting are requested to send to the company a certified true copy of the resolution of the Board of Directors authorizing their representative to attend and cast votes on their behalf in the meeting. Register of members and share transfer 5. books of the company will remain closed from 20th September, 2017 to 26th

September, 2017 (both days inclusive) for the purpose of the Annual General Meeting.Members are requested to bring their copy of 6. Annual Report to the meeting.Members are requested to inform their 7. respective e-mail id to the company so that corporate information can be disseminated promptly.

By order of the Board of Directors Sd/-Date: 24.08.2017 (Uttam Bailung)Place: 4th Floor, Orion Place Company SecretaryMahapurush Srimanta Sankardev Path,Bhangagarh, Guwahati-781005

Explanatory Statement under Section 102(1) of the Companies Act, 2013

Item No. 2:

The Government of Assam vide its notification no. MI.11/90/Pt-I/458-B dated 7th March, 2017 appointed Shri Bikul Ch. Deka (DIN-07774812) as a Director on the Board of Directors of the

Company. Pursuant to said notification Assam Industrial Development Corporation Ltd. vide their letter no. AIDC/SECY/APL/AD/10588-89 dated 18th March, 2017 nominated Shri Deka as director on the Board. The Board of Directors of the Company appointed Shri Bikul Ch. Deka as an Additional Director on the Board with effect from 7th March, 2017 as per Section 161 of the Companies Act, 2013. Subsequently, the Board appointed him as the Vice –Chairman on the Board of Directors in terms of the above stated Government of Assam notification. As the term of Shri Deka is upto the 46th Annual General Meeting of the company, the company received a notice from Assam Industrial Development Corporation Ltd. proposing his name as director.

Shri Bikul Ch. Deka is a commerce graduate from the Dibrugarh University. He has been very active in social and political life of the state for more than two decades. The Board considers that appointment of Shri Bikul Ch. Deka will be benefitted to the Company immensely and recommends his appointment as director. None of the Directors and Key Managerial Personnel of the company is interested or concerned in the said resolution.

Item no. 3

According to section 148(3) of the Companies Act, 2013 read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014 ("the Act"), the Board of Directors requires to appoint a cost accountant or firm of Cost Accountants in practice as cost auditor on the recommendations of the Audit committee, which shall also recommend remuneration for such cost auditor and such remuneration shall be considered and approved by the Board of Directors and ratified subsequently by the shareholders.

Accordingly, the Board of Directors, at its meeting held on 15th July, 2017 on recommendation of the Audit Committee, appointed M/s Subhadra Dutta &


4

Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2017-18 at fees of ` 24,450/-(Rupees Twenty Four Thousand Four Hundred Fifty Only) inclusive of TA, DA and other out of pocket expenses excluding the applicable GST, if any for conducting the audit of the cost records of the company.

In compliance with the said provisions the Ordinary Resolution for fixation of remuneration of the Cost Auditors is now placed before the Members for their ratification/approval. Your directors

recommend for passing the above resolution by the members.

None of the Directors of the Company is in anyway concerned or interested in the proposed resolution. By order of the Board of Directors Sd/-Date: 24.08.2017 (Uttam BailungPlace: 4th Floor, Orion Place Company SecretaryMahapurush Srimanta Sankardev Path,Bhangagarh, Guwahati-781005


5

DIRECTORS’ REPORTDear Shareholders,

Your Directors have the pleasure in presenting their 46th Annual Report of the company together with the audited standalone Financial Statements for the Financial Year ended on 31st March, 2017.Financial Highlights (Standalone)

The Company’s summarized financial performance (standalone) for the financial year ending on 31st March, 2017 is as under:

(` in Lakhs)

Particulars As at March 31, 2017

As at March 31, 2016

Revenue from Operations 9172.52 8080.81

Less: Excise Duty 940.84 850.03Revenue from Operations (NET) 8231.68 7230.78Other Income 345.47 445.74Total Income 8577.15 7676.52Gross Profit/Loss 476.40 (2017.16)Less : Depreciation and amortization 136.33 129.06Finance Cost 0.66 2.22Profit/Loss for the year before prior period adjustment, exceptional and extraordinary items

339.41 (2148.44)

Less: (a) Exceptional Item - (0.43)

(b) Adjustment of prior period items 32.35 9.06

Profit Before Tax 307.06 (2157.07)

Less: Tax Expenses 21.14 -

Profit /Loss for the year After Taxation 285.92 (2218.97)

Balance brought forward from previous year (2927.31) (708.34)

Proposed Dividend NIL NIL

Tax on Dividend NA NA

Transferred to General Reserve NA NA

Earnings Per Share (EPS) (in `) 3.14 (24.33)

The Financial Year 2016-17 was a year of recovery as the company turned it around by earning net profit i.e. PAT of `285.92 lakhs after incurring loss in tune of `2,866.72 lacs in previous two consecutive financial years. During the year 2016-17, the turnover of the company increased by ` 1091.70 lakhs over the previous year’s turnover of ` 8080.81 lakhs. The company recorded growth in turnover by 13.5% mainly because of Methanol price recovery in the international market in the later part of the Financial Year 2016-17. During the Financial Year 2016-17, the company could reduce the manufacturing expenses by 30.38% over the previous year on account of reduction of Natural Gas price in the domestic market. Your Directors had taken all possible effective steps to contain the expenditure during the year under reference.


6

The company has a subsidiary named Pragjyotish Fertilizers and Chemicals Ltd. (PFCL) incorporated in 2004. This subsidiary has been a defunct company since its year of incorporation as the company could not implement the project successfully for which it was incorporated. Although the company is required to consolidate the financial statements of its subsidiary company in accordance with the Section 129(3) of the Companies Act, 2013 but same was not possible as the financial statements of that company have not been updated for last few years. It is therefore only the standalone financial statements of the company are placed before the shareholders for adoption in the 46th Annual General Meeting. The company has already written off entire investment made in Pragjyotish Fertilizers and Chemicals Ltd. in the successive financial statements over the years.State of Company’s Affairs and Future Outlook

The company has been in petrochemical business for last four decades. The company is presently producing and marketing Methanol and Formalin in globally competitive price. The company is having annual 33000 MT installed production capacity for Methanol and 41250 MT installed production capacity for Formalin in the plants located in Namrup. Indian petrochemical demand has been increasing by 10% per annum but the domestic annual production hasn’t been increased in same pace. The deficit of the domestic demand has been catered by import from middle East Assam countries. Considering the increasing demand of the petrochemicals in the domestic market and to exploit the advantage of the Central Government’s “Act East Policy” the company is implementing a new 500 TPD Methanol 200 TPD Formalin project on standalone basis along with a 7 MW Captive Power Plant at an estimated revised capital investment of ` 133700 lakhs. The Methanol plant is being set up at Namrup and Formain plant will be set up in western Assam. This will not only help to bridge the gap of demand and supply of Methanol in the country but also export to South East Asian countries, Nepal, Bhutan and Bangladesh.There has been a proposal of Govt. of India for blending upto 15% Methanol in gasoline in India in the short

run. In this regard the Niti Aayog of the Central Government has constituted an Expert Committee to examine and recommend to the Central Government on the matter. The Expert Committee after detailed deliberations proposed to the Govt. of India to consider blending upto 15% Methanol in gasoline and locomotive fuel. If the Central Government accepts the recommendation of the Expert Committee of Niti Aayog then the demand of Methanol in the country will increase many fold and all the Methanol to be produce by the company will be absorbed by the oil refineries located in the state itself. Operating Results:

The existing Methanol plant of the company has completed twenty eight years against its normal life of fifteen years. Frequent maintenance of its equipments, erratic Natural Gas supply due to drop of pressure and power supply interruptions by Assam Power Distribution Corporation Ltd. (APDCL) affected optimum utilization of the Methanol Plant during the Financial Year 2016-17.

Plant

Production in MT

Installed Annual

CapacityFY 2016-17 FY 2015-16

Methanol 33,000 31892 30,172Formalin 41,250 43743 42,304Capacity Utilisation of Plants:

Methanol 100% 97% 91.43%Formalin 100% 106% 102.55%

The company remained in its same business of manufacturing and marketing of Methanol and Formalin during the Financial Year 2016-17.Sales & Marketing:

The company is marketing its products in North Eastern States, West Bengal, Bihar, Odisha and North India and also exporting to neighbouring countries viz., Nepal, Bhutan and Bangladesh. The Company is giving importance to export its products for earning foreign exchange and better product price realization.The Company sold 11,022.74 MT Methanol during the FY 2016-17 against 9,410.94 MT of the previous Financial Year. The total quantity of Methanol sold has increased by 17.13% in the current year compared


7

to previous year sales quantity due to better capacity utilization of the Methanol plant and lesser conversion to Formalin. The company sold 43,881.17 MT of Formalin during the FY 2016-17 as compared to 43,354.50 MT in the previous financial year. The area wise sales quantity of the company’s products in the year 2016-17 vis-a-vis in the previous year are as follows;

AreaFormalin (in MT)

FY 2016-17 FY 2015-16

North East Region 9,038.51 8,820.25

North Bengal 8,329.76 7,881.95

South Bengal 6,121.49 4,763.49

Purnea / Adjacent Area 12,426.02 6,725.84

Patna 4,817.88 11,974.39

South Bihar / Others Nil 39.66

Bhutan 1,505.10 1,441.28

Nepal 1,642.41 1,707.64

Total 43,881.17 43,354.50

AreaMethanol (in MT)

FY 2016-17 FY 2015-16

North East Region 824.49 1,167.07

West Bengal 3318.60 3,094.25

North India 4940.34 4,055.24

Nepal & Bangladesh 1755.62 1094.38

Odisha 183.69 Nil

Total 11022.74 9,410.94

Project Activities:

In our previous report to the shareholders we informed that the company was implementing a 500 TPD Methanol and 200 TPD Acetic Acid project with a capital cost of `1,02,800 lakhs. There have been some changes in project implementation as the project proponents i.e. Govt. of Assam, Oil India Ltd. and Assam Gas Co. Ltd. decided to drop the implementation of 200 TPD Acetic Acid project and substitute it by installing a 200 TPD Formalin plant in western Assam. The total estimated project cost

is `1,33,700 lakhs. The capital requirement to meet the project cost will be raised at debt equity ratio of 2:1. The Govt. of Assam alongwith Assam Industrial Development Corporation Ltd. and Assam Gas Company Limited will hold 51 % of share capial in the company and the remaining 49% will be held by Oil India Ltd.Engineers India Ltd. (EIL) has been executing the 500 TPD Methanol plant with LEPCM responsibility with technology supply from Halder Topsoe, Denmark. Till this date EIL has completed 100% basic engineering and 43% of the detailed engineering works of the Methanol Plant. Regarding the setting up of Formalin plant in western Assam the company has identified the proposed project site and waiting for allocation of the land to the company by the State Government. Your directors have decided to implement the formalin project on “Lump Sum Trunkey” (LSTK) basis. The Company is proposed to issue NIT for engagement of a LSTK contractor shortly. The estimated project cost of the formalin plant is `5,200 lakhs.All the project proponents have made their firm commitments for equity contributions for the revised project cost. The company has been in discussion with a consortium of schedule commercial banks led by State Bank of India for debt capital of `89000 lakhs. The company has already received in-principle sanction from the banks against the earlier sanction mount of `63,500 lakhs for the debt capital and will enter into loan agreements shortly. Human Resource Management and Industrial Relations:

In order to optimize the human resource of the Company, the Human Resource Management Department has been continuously playing a very pivotal role in terms of sourcing competent personnel through manpower planning, recruitment of appropriate and competent human resource, train and develop the workforce and to align the work force with the objectives of the organization. In this regard the company signed a Memorandum of Understanding with the Government of Assam. Focus has been given on providing various technical and behavioral in house training or outside training for enhanment the


8

existing level of skills and competencies of employees working across all levels. The company provided 20 nos. of Technical & Non Technical Training program in-house or externally during the year 2016-17.The manpower strength of the Company as on 31st March, 2017 was 341 out of which 196 were Unionised cadre and remaining 145 nos. were Executive cadre employees. The total nos. of woman employees were 37 nos. on rolls of the Company as on 31st March, 2017.The industrial relations scenario of the Company during Financial Year 2016-2017 was harmonious and cordial. Most of the issues raised by the APL Workers’ Union and the APL Officers’ Association were resolved amicably through mutual discussions. However, in spite of putting best effort by the Management for maintaining cordial industrial relation, there was an industrial dispute raised by APL Worker’s Union before the labour authorities of the Government of Assam demanding release of pay revision arrear for the FY 2009-10 & 2010-11 and outstanding Dearness Allowance arrear amount. This matter was addressed and resolved subsequently. Dividend and transfer to Reserves:

Although the company earned a net profit of ̀ 285.92 lakhs during the Financial Year 2016-17 but your directors couldn’t recommend for any dividend as there was unabsorbed depreciation and carry forward loss of the preceding financial years. Unpaid and unclaimed dividend for the previous Financial Years:

Unpaid and unclaimed dividend for the Financial Year 2009-10, 2012-13 and 2013-14 are laying unclaimed by few members of the Company. The details are given as under:

Dividend Year

Amount unclaimed as on 31st March,

2017 (`)

Due date for transfer to

IEPF2009-10 41,932/- 28/02/2018

2012-13 53,657/- 28/02/2021

2013-14 69,321/- 28/11/2021

According to Section 124(5) of the Companies Act,

2013 the company is required to transfer the above amount to the Investors Education and Protection Fund (IEPF) set up by the Central Government after expiry of 7 (seven) years from its transfer to Unpaid and Unclaimed account. Accordingly, the company transferred unpaid and unclaimed dividend amount of ̀ 38,706/- belonging FY 2008-09 to the IEPF on 18th February, 2017. We therefore appeal to members who haven’t yet claim dividend for those years to claim their dividend to the company.Changes in Share Capital:

There was no change in the share capital of the company during the Financial Year 2016-17. The company didn’t issue any fresh share capital during the financial year under review. Disclosure regarding Issue of Equity Shares with Differential Rights/ Employee Stock Options/ Sweat Equity Shares:

The Company didn’t issue any shares with differential rights or Employee Stock Options or Sweat Equity Shares during the Financial Year 2016-17.Extract of Annual Return:

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management & Administration) Rules, 2014 an extract of Annual Return, in form MGT -9, for the Financial Year ended on 31st March, 2017 is enclosed with this report as ‘Annexure A’.Board of Directors and the Number of Board Meetings:

The Board of Directors of the Company is constituted as per the requirement of Section 149 of the Companies Act, 2013. Although, the company is not required to appoint any woman director as per the above mentioned provisions, the company appointed Mrs. Shehla Rahman (DIN- 06786580) as woman director during the year. There were several changes in the Board of Directors of the company. The Members are aware that being a State Government PSU, the holding company changes the composition of the members of the Board of Directors with the instruction of the Governor of Assam from time to time. There were several changes


9

in the Board of Directors of the company since 1st April, 2016. Late Rameswar Dhanowar (DIN-02357978) former Chairman relinquished the office of Director and Chairman of the company w.e.f. 30th September, 2016 and Shri Ravi Capoor, IAS (DIN-00744987) took over the charge of the Chairman of the company w.e.f. 1st October, 2016. Shri Capoor continued as the Chairman of the company till 7th March, 2017. The Governor of Assam by notification relived Shri Ravi Capoor as Chairman and appointed Shri Jagadish Bhuyan (DIN-01308520) as the Chairman of the company effective from 7th March, 2017. Pursuant to the notifications of the Governor of Assam, the holding company appointed Dr. Ravi Kota, IAS (DIN- 07090704) w.e.f. 3rd June, 2017 and Shri Sanat Kalita (DIN-07845004) as directors of the company in places of Shri V B Pyarelal, IAS (DIN- 07125837) and Shri P K Das (DIN-01667150) respectively. The members may be aware that the Ministry of Corporate Affair (MCA), Government of India vide Gazette Notification no. G.S.R. 582(E) dated 13th June, 2017 exempted the applicability of Section 152(6) and (7) of the Companies Act, 2013 to the Government Companies which are not listed company in which not less than 51% of paid-up share capital of the company held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Government or a subsidiary company of a Government Company. Since, the Central Government has exempted the applicability of the above provisions to a subsidiary company of a Government Company, the compulsory retirement of one third of the retireable directors in every Annual General Meeting is not applicable to the company. Hence, no members of the Board of Directors are retireable in the 46th Annual General Meeting of the company. Number of Meetings of the Board of Directors:

During the Financial Year 2016-17, the company convened total 4 (four) meetings of the Board of Directors and the gap between two consecutive meetings of the Board of Directors never exceeded 120 days.The details of the meetings of the Board of Directors

held during the Financial Year 2016-17 are given under para Board of Directors in the Corporate Governance Disclosure enclosed as ‘Annexure B’.

Particulars of Loan, Guarantees and Investments under Section 186:

The Company has not given any loan or guarantee covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year 2016-17.Particulars of Contracts or Arrangements with Related Parties:

The company didn’t enter any related party transaction with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company.Material Changes Affecting the Financial Position of the Company:

There was no such material changes and commitments in the company which could affect the financial position from the date of the financial statements of the company for the Financial Year 2016-17 till the date of signing this report.Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo:

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

Conservation Of Energy-I.

Energy conservation measures takenA. :- The process technology adopted in our plants

is energy efficient. The Company selected the most developed I.C.I., Low Pressure Methanol Technology and Humphreys and Glasgow Reformation process for manufacture of Methanol & Derivados Forestales, Nederland’s technology for manufacture of Formaldehyde. The waste heat has been recovered to produce steam required for the process. Hence heat is not radiated to atmosphere. Heat exchangers are well insulated to prevent any heat loss. Cooling waters used is heat exchangers are totally recycled to prevent Pollution and loss. Steam condensate are recovered and recycled back


10

from Turbo Generator. The plants are being operated to the full satisfaction of Pollution Control Board, Assam.

B. Additional investments and proposals if any being implemented for reduction of consumption of energy:-

There is no such proposal in the year under review.

C. Additional investments and proposals if any being implemented for reduction of the consumption of energy:

There was no such proposal in the year under review

D. Impact of the measures (A) & (B) above :

The specific consumption of electricity and fuel natural gas is well within the tolerance limit. We could have pollution free environment.Total energy consumption and energy E. consumption per unit of production power and Fuel consumption

a. Electricity 2016-2017 2015-2016 i) Purchased Unit (MWH) 15558 15567 Total amount (`/ Crores) 11.92 11.52 Rate per Unit (`/KWH) 8.30 7.47ii) Own generation (MWH) 3131 2827b. Consumption per Unit of production

i) Electricity (KWH) Unit-II 507 528Natural Gas (NM3) (Ref) Unit-II 1055 1096 II. Technology Absorption: Research and Development (R & D)-

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

The company so far has not started full time R & D activities except in plant improvement of process and debottlenecking. The company will start R & D activities shortly to identify future diversification.

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

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

Expenditure of R & D:4.

a) Capital : Not applicableb) Recurring : Not applicable

c) Total : Not applicabled) Total R & D expenditure as

per % of total turnover : Not applicableIII. Technology Absorption and Adaptation-

The efforts made towards technology i) absorption, adaptation and innovation: APL has been operating the plant supplied by foreign supplier.The benefits derived like product ii) improvement, cost reduction, product development or import substitution etc.: Product quality improved & no pollution related issues faced. Cost of production increased due to higher price of raw material.In case of imported technology (imported iii) during the last three years reckoned from the beginning of the financial year)

(a) The details of technology im-ported :Does not arise

(b) The year of import :Does not arise

(c) Whether the technology beenfully absorbed :Does not arise

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

:Does not arise

IV. Foreign Exchange Earnings and Outgo-

Activities relating to exports: Initiative taken a) to increase export, development of new export market for products and services and export plans.


11

Export Sales 2016-17 (MT) 2015-16 (MT)

Methanol 1755.00 1094.38Formalin 3147.51 3148.92

Total Foreign exchange used and earned:b)

Particulars 2016-17 (`) 2015-16 (`)

Earnings in Foreign i. Exchange (sales) 12,49,238/- 47,21,104/-

Foreign Exchange ii. Outgo 1,32,190/- 8,35,351/-

**the company earns foreign exchange on the export sale to Bangladesh only. The export to Nepal and Bhutan were done in Indian Currency only. Details of Subsidiary:

Your company has a subsidiary company viz., Pragjyotish Fertilizers & Chemicals Ltd. (PFCL). This company was incorporated in 2004 jointly with another State Government undertaking Assam State Fertilizer Corporation Ltd. PFCL has not been carrying out any business since its incorporation. This company is under winding-up process. The financial statements for the Financial Year 2016-17 haven’t been prepared and therefore the financial statements of the company could not be consolidated with the financial statements of the company as prescribed in Section 129(3) & 134(1) of the Act and Companies (Accounts) Rules, 2014.Business Risk Management:

Although the company doesn’t have any specific risk management policy as on this date, the Board of Directors of the company deliberate on threats, risks and concerns which in opinion of the Board may threaten the continuation of its business or pose threat its existence in its meetings.The Board reviews the means adopted by the company to mitigate the risk from time to time. The details of risk and concerns of the company are discussed in the Management Discussion and Analysis Report and enclosed as Annexure-C.

Details of Directors and Key Managerial Personnel:

During the financial year there were no changes in Key Managerial Personnel of the company. Details of the Directors of the company along with the

Directors who were appointed or have ceased as Director during the year have already been discussed elsewhere in this report in details and also stated in the Corporate Governance Disclosure.Deposits:

The company does not have any outstanding deposit at beginning of the financial year nor did it accept any deposits from the public during the year.Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements:

Your directors believe that the Company has adequate internal financial control system in place and same is commensurate with the nature and size of the business of the company. The company also appoints Chartered Accountant firm as internal auditor of the company to carry out audit. This enhances the effectiveness of the internal control system further.Receipt of any commission by Managing Director from Company or for receipt of commission / remuneration from it holding or subsidiary:

The company didn’t pay any commission to its Managing Director nor did the Managing Director receive any commission from its holding or subsidiary company.Declaration by Independent Director:

All the Independent Directors have given declarations in the beginning of the Financial Year 2017-18 that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.As per the declaration given and noted by the Board of Directors, none of the Independent Director was disqualified to be appointed or continue as Independent Director of the company as on 31st March, 2017.Independent Auditor:

The present term of the Independent Auditors SPRK & Co., Chartered Accountants is up to conclusion of the ensuing Annual General Meeting of the company. The company being a Government Company, as per section 139(5) of the Companies Act, 2013 the Comptroller and Auditor General of India (C&AG) appointed SPRK & Co. Chartered Accountants as Independent


12

Auditors for the FY 2017-18 vide letter no. (A.V/COY/Assam, APETRO (1)/80 dt. 13/07/2017.Secretarial Auditors:

Appointment of Secretarial Auditor is not necessary for the company as the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are no longer applicable for the company after being delisted from stock exchange. Hence, your Board of Director didn’t appointed any Secretarial Auditor for the FY 2016-17. Cost Auditors:

Pursuant to the Companies (Cost Records and Audit) Rules, 2014, the Company has appointed M/s Subhadra Dutta and Associates, Cost Accountants to undertake the Audit of the Cost Records of the Company for the Financial Year 2017-18.Corporate Social Responsibility (CSR) Policy:

The Corporate Social Responsibility Committee of the Board of Directors has been constituted as per requirements of the Companies Act, 2013. The shareholders are aware that the company didn’t earned average net profit not exceeding `5 crore in last three financial years therefore the Section 135 of the Companies Act, 2013 is not applicable for the company for the FY 2016-17. However, being a public sector organization, the company continues to discharge its social responsibilities. The shareholders are aware that the company is imparting free education to the students of the neighbouring areas of the Company’s plant in Namrup. Audit Committee:

The Audit Committee of the Company is constituted under the Chairmanship of an Independent Director in terms of the Section 177 of the Companies Act, 2013.During the Financial Year 2016-17 the company convened 4 (four) meetings of Audit Committee of the company. The details of the meetings of the Audit Committee held during the financial year 2016-17 and the roles and power of the Audit Committee are given in the Corporate Governance Disclosure .

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

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 is a comprehensive piece of legislature covering all the aspects to provide protection against sexual harassment of women at workplace, prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. In order to ensure compliance of the provisions of the said Act, the Management has constituted an Internal Complaint Committee on 29.05.2015. The Internal Complaint Committee didn’t receive any complaint and/or incidence of sexual harassment received during the financial year 2016-17. Corporate Governance Disclosure and Management Discussion and Analysis Report:

The Corporate Governance Disclosure and Management Discussion & Analysis Report are enclosed as annexure with this Report.Delisting of Equity Shares:

In accordance with the Regulation 10 (1) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 [referred as SEBI delisting regulations] as amended from time to time, Assam Industrial Development Corporation Limited (AIDC) had given a delisting offer through a Public Announcement on 30th December, 2016 that delisting bid will be opened from 10th January, 2017 to 16th January, 2017. During the bid period four shareholders participated in bid by offering 8, 98,400 shares of the company at exit price of `76/-per share. The Board of Directors of AIDC accepted the shares tendered by the shareholders and paid the considerations to them through the stock exchange mechanism as per the SEBI delisting regulations.On the basis of receipt of requisite numbers of shares from the shareholders during the delisting bidding period, the company applied to BSE Ltd. for final approval of delisting of shares. BSE Ltd. approved the delisting application of the company and finally delisted the shares from their exchange w.e.f. 20th February, 2017.


13

The Board of Directors of the company would like to remind the members of the company that pursuant to Regulation 21 of the SEBI delisting regulations, AIDC has given an exit offer to all the residue shareholders of the company who couldn’t or didn’t participate in the bid during the bidding period to tender their shares to AIDC at ̀ 76/-per share before 19th February, 2018. Directors Responsibility Statement:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to the Directors’ Responsibility Statement, it is hereby confirmed that:

In the preparation of the annual accounts for (i) the Financial Year ended 31st March, 2017, all applicable accounting standards had been followed, along with proper explanations relating to material departures;The Directors have selected such accounting (ii) 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 as on 31st March 2017 and of the profit and losses of the Company for that perod;The Directors had taken proper and sufficient (iii) care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;The Directors had prepared the accounts for (iv) the Financial Year ended 31st March, 2017 on a ‘going concern’ basis.The Directors, have laid down internal financial (v) controls to be followed by the company and that such internal financial controls are adequate and

were operating effectively.The Directors have devised proper systems to (vi) ensure compliance with the provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Reply to the comments of the Auditors

The Auditors of the company including the Comptroller and Auditor General of India have made certain adverse comments or remarks on the financial statements of the Company. According to the Section 134(3)(f) of the Companies Act, 2013, it is duty of the Board to give its reply on the same to the members. Accordingly, the reply of the Board is given as ‘Annexure D’.Acknowledgment:

Your Directors place on record their appreciation of the unstinted support and encouragement extended by the Government of Assam, Assam Industrial Development Corporation Ltd., banks, the valued shareholders, customers and the employees of the company.Your Directors also place on record their sincere appreciation to Oil India Limited for continous supply of Natural Gas as main feedstock for production of Methanol and Assam Gas Company Ltd. for transporting natural gas to the plant.Your directors also like to express sincere thanks and gratitude to the dealers, transporters, customers and all other stakeholders for their continuous fait and support on the company.

For and on behalf of the Board of Directors Sd/-Date: 24.08.2017 (Jagadish Bhuyan)Place: Guwahati Chairman


14

I. REGISTRATION AND OTHER DETAILS:

i) CIN U24116AS1971SGC001339

ii) Registration Date 22nd April 1971

iii) Name of the Company Assam Petro-Chemicals Limited

iv) Category/Sub-category of the Company Company Limited by Shares/ Government Company

v) Address of the Registered office & contact details

4th Floor, Orion Place, Bhangagarh, Mahapurush Srimanta Shankardev Path,Guwahati, Assam, India, PIN--781005 Phone No.: 0361-2461594, 2461470 Fax No. 0361-2461471, e-mail: [email protected]; website: www.assampetrochemicals.co.in

vi) Whether listed company Unlisted

vii)Name , Address & contact details of the Registrar & Transfer Agent, if any.

C B Management Service (P) Limited, P-22, Bondel Road, Kolkata-700019, West Bengal, India Telephone No: 033-22806692-93-94, 66922486, 66922937 Fax no. 033-22870263, e-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company.

SL No

Name & Description of main products/services

NIC Code of the Product /service*

% to total turnover of the company**

i) Methanol 201 29.40

ii) Formaldehyde 201 70.60

* On the basis National Industrial Classification - Ministry of Statistics and Programme Implementation

** On the basis of Net Turnover

III.PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl No

Name & Address of the Company

CINHOLDING/ SUBSIDIARY/ ASSOCIATE

% OF SHARES HELD

APPLICABLE SECTION

i) Assam Industrial Development Corporation Ltd U75112AS1965SGC001246 Holding 98.03 2(46)

ii) Pragjyotish Fertilizers & Chemicals Limited U24124AS2004SGC007344 Subsidiary 55.56 2(87)

Annexure-AForm MGT 9

EXTRACT OF ANNUAL RETURNas on Financial Year ended on 31st March, 2017

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014.]


15

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

(i) Category-wise Share Holding

Number of shares held at the beginning of the

year (01-Apr-2016)

Number of shares held at the end of the year (31-Mar-2017)

Category of Shareholder Demat Physical Total % of total shares Demat Physical Total % of total

shares

% change during

the year

A. Promoters

(1) Indian (a) Individual/ HUF 0 2,507 2,507 0.03 0 2,507 2,507 0.03 0.00

(b) Central Government 0 0 0 0.00 0 0 0 0.00 0.00(c ) State Government(s) 0 0 0 0.00 0 0 0 0.00 0.00(d) Bodies Corporate 80,41,540 0 80,41,540 88.18 89,39,690 250 89,39,940 98.03 9.85(e) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00(f) Any Other 0 0 0 0.00 0 0 0 0.00 0.00

Sub Total(A)(1) 80,41,540 2,507 80,44,047 88.20 89,39,690 2,757 89,42,447 98.05 9.85

(2) Foreign (a) NRIs-Individuals 0 0 0 0.00 0 0 0 0.00 0.00(b) Other - Individuals 0 0 0 0.00 0 0 0 0.00 0.00(c )Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00(d) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00(e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00 0 0 0 0.00 0 0 0 0.00 0.00Sub Total(A)(2) 0 0 0 0.00 0 0 0 0.00 0.00

Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

80,41,540 2,507 80,44,047 88.20 89,39,690 2,757 89,42,447 98.05 9.85

B. Public shareholding 1. Institutions (a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00(b) Banks/FI 9,43,200 0 9,43,200 10.34 90,700 0 90,700 0.99 9.35(c ) Central Government 0 0 0 0.00 0 0 0 0.00 0.00(d) State Government(s) 0 0 0 0.00 0 0 0 0.00 0.00(e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00(f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00(g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00(h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00

(i) Other (specify) 0 0 0 0.00 0 0 0 0.00 0.00Sub-Total (B)(1) 9,43,200 - 9,43,200 10.34 90,700 0 90,700 0.99 -9.35

2. Non-institutions (a) Bodies Corporate


16

(i) Indian 0 1,500 1,500 0.02 1400 1500 2900 0.03 0.02 (ii) Overseas 0 0 0 0.00 0 0 0 0 0.00(b) Individuals

(i) Individual shareholders holding nominal share capital up to ` 1 lakh

2150 82,850 85,000 0.93 1150 82,200 83,350 0.91 -0.02

(ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh.

0 45,650

45,650 0.50 0 0 0 0 0.00

(c )Others (specify) (i)Society 0 550 550 0 550 550 0.01 0Sub-Total (B)(2) 2,150 1,30,550 1,32,700 1.46 2,550 84,250 86,800 0.95 -0.50

Total Public Shareholding (B)= (B)(1)+(B)(2)

9,45,350 1,30,550 10,75,900 11.80 93,250 84,250 1,77,500 1.95 -9.85

C. Shares held by Custodians for GDRs & ADRs

0 0 0 0.00 0 0 0 0 0.00

GRAND TOTAL (A)+(B)+(C) 89,86,890 1,33,057 91,19,947 100.00 90,32,940 87,007 91,19,947 100.00

(ii) SHARE HOLDING OF PROMOTERS

Sl No. Shareholder’s Name Shareholding at the begginning of the year (1st April, 2016)

Shareholding at the end of the year (31st March, 2017)

% change in share holding

during the year

No of shares % of total shares of the

company

% of shares pledged

encumbered to total shares


company

% of shares pledged

encumbered to total shares

1 Assam Industrial Development Corporation Limited

80,41,540 88.18 Nil 89,39,940 98.03 Nil 9.85

2 Shri Hemendra Prasad Barooah

1,001 0.01 Nil 1,001 0.01 Nil 0.00

3 Shri Prafulla Chandra Borooah

501 0.01 Nil 501 > 0.01 Nil 0.00

4 Shri R K Borooah 500 0.01 Nil 500 > 0.01 Nil 0.00

5 Shri Alok Mookherjee 500 0.01 Nil 500 > 0.01 Nil 0.00

6 Shri Krishna Prasad Barooah

1 0.00 Nil 1 0.00 Nil 0.00

7 Shri Radha Govinda Baruah

1 0.00 Nil 1 0.00 Nil 0.00

8 Shri Guru Prasad Das 1 0.00 Nil 1 0.00 Nil 0.00

9 Shri Ganesh Ch Phukan 1 0.00 Nil 1 0.00 Nil 0.00

10 Shri Mahan Singh 1 0.00 Nil 1 0.00 Nil 0.00

Total 80,44,047 88.20 89,42,447 98.04 9.87


17

(iii) CHANGE IN PROMOTERS’ SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Sl. No

Name the Directors & KMP

Shareholdings Date Increase/Decrease in

share holding

Details of Changes in

Shareholding

Cumulative Shareholding during the year (01.04.2016 to

31.03.2017)

No.of shares at the

beginning (01.04.2016)

and at the end

(31.03.2017) of the year

% of total

shares of the

company


company

1 Assam Industrial Development Corporation Limited (AIDC Ltd.)

80,41,540 88.18 01.04.16 8,98,150 Shares acquired through Delisting

Offer

89,39,690

89,39,690 98.03 31.03.17 89,39,690 98.03

2 Shri Hemendra Prasad Barooah

1,001 0.01 01.04.15 0 No changes during the

year

1,001 0.01 31.03.16 1,001 0.01

3 Shri Prafulla Chandra Borooah

501 0.01 01.04.15 0 No changes during the

year

501 0.01 31.03.16 501 0.01

4 Shri R K Borooah 500 0.01 01.04.15 0 No changes during the

year

500 0.01 31.03.16 500 0.01

5 Shri Alok Mookherjee 500 0.01 01.04.15 0 No changes

during the year

500 0.01 31.03.16 500 0.01

6 Shri Krishna Prasad Barooah


year

1 0.00 31.03.16 1 0.00

7 Shri Radha Govinda Baruah


year

1 0.00 31.03.16 1 0.00

8 Shri Guru Prasad Das 1 0.00 01.04.15 0 No changes

during the year

1 0.00 31.03.16 1 0.00

9 Shri Ganesh Ch Phukan 1 0.00 01.04.15 0 No changes

during the year

1 0.00 31.03.16 1 0.00

10 Shri Mahan Singh 1 0.00 01.04.15 0 No changes

during the year

1 0.00 31.03.16 1 0.00


18

(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS,PROMOTERS AND HOLDERS OF GDRs AND ADRs)

Sl. No


Shareholdings Date Increase/Decrease in

share holding


Shareholding

Cumulative Shareholding during the year (01-04-

2016 to 31-03-2017)

No.of shares at the

beginning (01.04.2016) and at the end (31.03.2017)

of the year

% of total

shares of the

company


company

1 IDBI Bank Ltd 8,52,500 9.35 01.04.16 0 Transferred the shares to

AIDC Ltd.

0 0.00 31.03.17 852500

(Decrease) 0 0.00

2 ICICI Bank Limited 90,700 0.99 01.04.15 0 No changes during the

year

90,700 0.99 31.03.16 90,700 0.99

3 Shri Rajendra Dhirajlal Gandhi

45,650 0.50 01.04.16 Transfer

0 0.00 31.03.17 45650 (Decease) 0 0.00

4 Shri Kailash Bagaria 2,000 0.02 01.04.15 0 No changes during the

year

2,000 0.02 31.03.16 2,000 0.02

5 Shri Keshalata Bymra 1,000 0.01 01.04.15 0 No changes

during the year

1,000 0.01 31.03.16 1,000 0.016 Shri Somnath

Mookherjea 1,000 0.01 01.04.15 0 No changes during the

year

1,000 0.01 31.03.16 1,000 0.017 Shri Suman Malu 1,000 0.01 01.04.15 0 No changes

during the year

1,000 0.01 31.03.16 1,000 0.01

8 Shri Rajni Kantilal Sanghvi

750 0.008 01.04.15Transferred

0 0.000 31.03.16 750 (Decease) 0 0.009 AOD Oil-Co-

Operative Society, IOC


year

500 0.005 31.03.16

500 > 0.01

10 Assam Carbon Products Ltd 500 0.005 01.04.15 0

Transferred

0 0.000 31.03.16 500

(Decrease) 0 0.00


19

(v) Shareholding of Directors & KMP

Sl. No


Shareholdings Date Increase/Decrease in share holding


Shareholding

Cumulative Shareholding during the year (01.04.2016 to

31.03.2017)

No.of shares at the beginning (01.04.2016)

and at the end(31.03.2017)

of the year

% of total

shares of the

company


company

1 Shri Rameshwar Dhanowar (ceased to be director w.e.f 27.09.16)

0 0.00 01.04.2016 0

No changes

0 0.00

0 0.00 27.09.2016

2 Shri Jagadish Bhuyan

0 0.00 07.03.2017 No changes

0 0.00

31.03.2017

3 Shri Bikul Deka 0 0.00 07.03.2017

31.03.2017

4 Shri V.B.Pyarelal,, IAS(Appointed as a irector wef 21.03.2016)

0 0.00 21.03.2016 0

No changes

0 0.00 31.03.2017 0 0.00

5 Shri Ravi Capoor, IAS (Appointed as a director w.e.f. 27.09.2016

0 0.00 27.09.2016 0

No changes

07.03.2017 0 0.00

6 Mrs Shehla Rahman

0 0.00 19.04.2016 0No changes

0 0.00 31.03.2017 0 0.00

7 Shri Hemanga Kishore Sharma, IAS (Retd.) (Appointed as a director wef 01.03.2016)

0 0.00 01.03.2016 0

No changes

0 0.00 19.04.2016 0 0.00

8 Shri Pradeep Kumar Das (Appointed as a director wef 21-Mar-2016)

0 0.00 21.03.2016 0

No changes

0 0.00 31.03.2017 0 0.00

9 Shri D.N.Barua 0 0.00 01.04.2016 0No changes

0 0.00 31.03.2017 0 0.00


20

10 Shri A.N Das 0 0.00 01.04.2016 0No changes

0 0.00 31.03.2017 0 0.00

11 Shri Birinchi Kr. Sarma 0 0.00 01.04.2016 0

No changes

0 0.00 31.03.2017 0 0.00

12 Shri Utpal Borah 0 0.00 01.04.2016 0No changes

0 0.00 31.03.2017 0 0.00

13 Shri Sanjeev Kr. ChoubeyChoubey

0 0.00 01.04.2016 0No changes

0 0.00 31.03.2017 0 0.00

14 Shri Ratul Bordoloi 0 0.00 1/Apr/15 0

No changes

0 0.00 31/Mar/16 0 0.00

15 Shri Uttam Bailung 100 0.00 01.04.2016 0

No changes

100 0.00 31.03.2017 100 0.001

(VI) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

DepositsTotal

Indebtedness

Indebtness at the beginning of the financial year (01-Apr-2016)

i) Principal Amount NIL NIL NIL NIL

ii) Interest due but not paid NIL NIL NIL NIL

iii) Interest accrued but not due NIL NIL NIL NIL

Total (i+ii+iii) NIL NIL NIL NIL

Change in Indebtedness during the financial year

Additions NIL NIL NIL NIL

Reduction NIL NIL NIL NIL

Net Change N.A N.A N.A N.A


21

Indebtedness at the end of the financial year (31-Mar-2017)

i) Principal Amount NIL NIL NIL NIL

ii) Interest due but not paid NIL NIL NIL NIL

iii) Interest accrued but not due NIL NIL NIL NIL

Total (i+ii+iii) NIL NIL NIL NIL

VII REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole Time Director or Manager:

Sl.No Particulars of Remuneration Name of the MD/WTD/Manager Total amount

1

Gross salary Shri Ratul Bordoloi, Managing Director

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961.(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

`15,85,495.00 [ Rupees fifteen lacs eighty five thousand four hundred ninety five only]

`15,85,495.00 [ Rupees fifteen lacs eighty five thousand four hundred ninety five only]

2 Stock option NIL NIL

3 Stock option NIL NIL

4 Commission as % of profit NIL NIL

5Others (Providend Fund, Medical Exenses and incentive

`2,32,098.00 [Rupees two lacs thirty two thousand ninety eight only]

`2,32,098.00 [Rupees two lacs thirty two thousand ninety eight only]

Total (A)

`18,17,593.00[ Rupees eighteen lacs

seventeen thousand five hundred

ninety eight only]

`18,17,593.00[ Rupees

eighteen lacs seventeen

thousand five hundred

ninety eight only]

Ceiling as per the Companies Act, 2013 `42,00,000.00


22

B. Remuneration to other directors: Figures in `

Sl.No Particulars of Remuneration Name of the Directors Total Amount

1

Independent Directors Shri D N Barua

Shri B.K Sarma

Shri Utpal Borah

Shri S.K Choubey

Shri A N Das

(a) Fee for attending board / committee meetings 18,000.00 27,000.00 27,000.00 13,500.00 19,500.00 1,05,000.00

(b) Commission Nil Nil Nil Nil Nil Nil

(c ) Others, please specify Nil Nil Nil Nil Nil Nil

Total (1)

2

Other Non Executive Directors

(a) Fee for attending board committee meeting

Nil Nil Nil Nil Nil Nil

(b) Commission Nil Nil Nil Nil Nil Nil

(c ) Others, please specify. Nil Nil Nil Nil Nil Nil

Total (2) Nil Nil Nil Nil Nil Nil

Total (B)=(1+2)18,000.00 27,000.00 27,000.00 13,500.00 19,500.00 1,05,000.00

Total Managerial Remuneration

` 19,22,593.00 /- (Rupees nineteen lacs twenty two thousand five hundred ninety three Only)

Overall Ceiling for sitting fees as per the Act. ` 1,00,000/-each director per meeting of the Board of Directors.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Figures in `

Sl. No. Particulars of Remuneration Key Managerial Personnel

1Gross Salary

Shri Uttam Bailung, Company Secretary

Total

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.

` 10,66,592/- (Rupees ten lacs sixty six thousand five hundred ninety two only)

`10,66,592/- (Rupees ten lacs sixty six thousand five hundred ninety two only)

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

2 Stock Option NIL NIL


23

(VIII) PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type

Section of the

Companies Act

Brief Description

Details of Penalty/

Punishment/Compounding fees imposed

Authority (RD/NCLT/

Court)

Appeal made if any (give

details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

-NIL-

3 Sweat Equity NIL NIL4 Commission

- as % of profit - others, specify

NIL NIL

5Others, please specify (Provident Fund, Medical Expenses and incentive)

` 1,62,458 /- (Rupees one lacs sixty two thousand four

hundred fifty eight only)

` 1,62,458/- (Rupees one lacs sixty two thousand four

hundred fifty eight only)

Total

` 12,29,050 /- (Rupees twelve lacs

twenty nine thousand fifty Only)

` 12,29,050 /- (Rupees twelve lacs

twenty nine thousand fifty only)


24

PHILOSOPHY ON CORPORATE GOVERNANCE1.

The Company’s philosophy on Corporate Governance has been developed with a tradition of fair and transparent governance. The company continues with its efforts to attain the highest level of transparency, professionalism and accountability in every aspect and in all interactions with its stakeholders and the State Government and also with its employees. The company aims at satisfaction of all stakeholders in a balanced manner through sustainable growth and profitability.

BOARD OF DIRECTORS2.

There were 12 (twelve) directors on the Board of Directors of the Company as on 31st March, 2017. The Board of the company is constituted as per Section 149 of the Companies Act, 2013. The composition of the Board and category of Directors as on 31st March, 2017 was as follows:

Category Name of Directors

Nominee Directorsof Promoter/promoter Group

Shri Jagadish Bhuyan, Chairman [DIN-01308520]

Shri Bikul Chandra Deka, Vice-Chairman [DIN-07774812]Shri V B Pyarelal, IAS# [DIN-07125837]

Shri Hemanga Kishore Sharma, IAS (Retd.)## [DIN-01569265]

Mrs. Shehla Rahman, ACS [DIN-06786580]

Shri Pradeep Kumar Das### [DIN-01667150]

Independent Directors

Shri Digendra Nath Barua [DIN-00431146]

Shri Amarendra Nath Das[02818045]

Shri Birinchi Kumar Sarma[DIN-0217985]

Shri Utpal Borah[DIN-02071252]

Shri Sanjeev Kumar Choubey [DIN-01616405]

Whole Time Director

Shri Ratul Bordoloi, Managing Director [ DIN-03315766]

*None of the director is related to any other director on the Board.

# Ceased as director w.e.f. 3rd June, 2017 and Dr. Ravi

Kota, IAS[DIN-07090704] appointed as director in his place;

## Ceased as director w.e.f. 7th April, 2017 and Shri Ashutosh Agnihotri, IAS [DIN-07574677] appointed as director in his place;

### Ceased as director w.e.f. 17th May, 2017 and Shri Sanat Kalita [DIN-07845004] appointed as director in his place;

MEETINGS OF THE BOARD OF DIRECTORS:

The company convene meetings of the Board of Directors as per applicable provisions of the Companies Act, 2013 and the Secretarial Standard -1 (SS-1) issued by the Institute of Company Secretaries of India. During the Financial Year 2016-17, the company convened 4 (four) meetings of the Board of Directors. The gap between two consecutive meetings of the Board of Directors never exceeded 120 (One Hundred Twenty) days.

The details of the meetings of the Board of Directors held during the Financial Year 2016-17 were as follows:

Sl. No

Date of Board Meeting

Board Strength

Numbers of Directors Present

1 14th June, 2016 11 8

2 12th August, 2016 11 10

3 8th November, 2016 11 8

4 3rd March, 2017 11 9

Particulars of Directors including those who ceased to be director in the company during the financial year and their attendance at meetings of Board of Directors and the meetings of Shareholders held during the Financial Year 2016-17.

Annexure- B

CORPORATE GOVERNANCE DISCLOSURE


25

Sl. NoName of Directors and their Category

Date of joining as Director of the Company

Attendance of the meeting of Board held during the year and percentage thereof

Attended in the last Annual General Meeting(Yes/No/NA)

No. of Membership/Chairmanshipof Board Committees in Other Companies

Name of the Companies/firms/ association of individuals in which interested

Nos. of Meetings Attended

Total Meetings held during the tenure of the director.

% of Attendance

1 Shri Jagadish Bhuyan ChairmanCategory : Nominee Director

7th March, 2017 0 0 0 No Nil 1.SCPL;2.XIPL

2 Shri Rameswar Dhanowar, ChairmanCategory: Nominee Director

8th June, 2007 (Ceased as director w.e.f. 30.09.2016)

Nil 2 0 No Nil ATCL

3 Shri Bikul Ch. DekaCategory : Nominee Director

7th March, 2017 0 0 0 NA Nil Nil

4 Shri V.B Pyarelal, IASAdditional Chief Secretary to the Govt. of Assam, Finance Department, Dispur, Guwahati-781006Category: Nominee Director

21st March, 2016 (Ceased as director on 3rd June, 2017)

0 4 0 No Nil AHECL;1. AGCL;2. NLU;3. NIPFP4.

5 Shri Ravi Capoor, IAS Additional Chief Secretary to the Govt. of Assam, Industries and Commerce DepartmentCategory: Nominee Director

1st October, 2016 (Ceased as director w.e.f. 7th Match, 2017)

2 2 100 NA AGCL;1. DNPL;2. AIDC;3. ASIDC;4. APDCL;5. NRL;6. BCPL;7. ATPO8.

6 Shri Hemanga Kishore Sharma, IAS (Retd.)Managing Director, AIDC Ltd. Category: Nominee Director

22nd July, 2015 (ceased as director w.e.f. 7th April, 2017)

4 4 100 No Nil AIDCL;1. BTP;2. PBSL;3. PTPPL;4. CSML;5. IPL;6. AAHCL.7.

7 Mrs. Shehla RahmanSecretary to the Govt. of Assam, Industries and Commerce DepartmentCategory: Nominee Director

19th April, 2016 4 4 100 No Nil AHECL;1. AMDCL;2. AGCL3.


26

8 Shri Pradeep Kumar Das,Director to the Govt. of Assam, Public Enterprise Department, Assam SecretariatDispur-781006Category: Nominee Director

21st March, 2016 (Ceased as director w.e.f. 17th May, 2017)

3 4 75 No 2 Committees (Chairman

in 1)

AGCL;1. APGCL;2. AHSIDCL;3. ASWC;4. AHECL;5. ASCL;6. AIIDC;7. AMDC;L8. ALPCL;9. ASF(FD)CL;10. APM(A)L;11. AEDCL;12. APTDCL;13. ASDCSCL14. ASDCOBCL15. ATCL.16.

9 Shri D.N. BaruaAmbikagiri NagarR G Barua RoadGuwahati-781024Category: Independent Director

4th February, 1987

3 4 75 Yes Nil PFCL;1. GMA2.

10 Shri A.N. Das, Formerly Executive Director, Indian Oil Corporation Ltd.Category: Independent Director

09th November, 2009

4 4 100 Yes Nil OIPL;1. ITPL2.

11 Shri Birinchi Kr. Sarma, Formerly Executive Director, Indian Oil Corporation Ltd.Category: Independent Director

09th November 2009

4 4 100 Yes Nil Nil

12 Shri Utpal Borah, Formerly Executive Director, Oil India LimitedCategory: Independent Director

29th December, 2010

4 4 100 No Nil Nil

13 Shri Sanjeev Kr. ChoubeyCategory: Independent Director

19th December, 2012

3 4 75 No Nil NPIPL;1. TVPPL;2. NTI3. KTE4. BTPPL5.

14 Shri Ratul Bordoloi, Category: Managing Director

10th September, 2010

4 4 100 No Nil PFCL;1. PCB2.

SCPL: Synergy Creation (I) Pvt. Ltd; XIPL: Xenon India Pvt. Ltd. AAHCL: Assam Ashok Hotel Corporation Ltd. AEDCL: Assam Electronics Development Corporation Limited; AEGCL: Assam Electricity Grid Corporation Limited; AGCL: Assam Gas Company Limited; AHECL: Assam Hydrocarbon & Energy Company Ltd; AHSIDCL: Assam Hills Small Industries Development Corporation Ltd; AIDCL: Assam Industrial Development Corporation Ltd; AIIDCL: Assam Industrial Infrastructure Development Corporation Ltd; AMDCL: Assam Mineral Development Corporation Limited; APML: Ashok Paper


27

Mills Ltd.; ALPCL: Assam Livestock & Poultry Corporation Limited; APDCL: Assam Power Distribution Corporation Ltd; APGCL: Assam Power Generation Corporation Ltd. APTDCL: Assam Plains Tribes Development Corporation Limited; ASDCSCL: Assam State Development Corporation for SC Ltd; ASDCOBCL: Assam State Development Corporation for OBC Ltd; ASF(FD)CL: Assam State Film (Finance & Development) Corporation Limited; ASIDCL: Assam Small Industrial Development Corporation Ltd; ASCL: Assam Seed Corporation Limited; ASL: Assam Syntex Limited; ASTC: Assam State Transport Corporation Ltd; ASWC: Assam State Warehousing Corporation; ASWMCL: Assam State Weaving & Manufacturing Co. Ltd.; ATCL: Assam Tea Corporation Ltd; ATPO: Assam Trade Promotion Organisation; BCPL: Brahmaputra Cracker and Polymer Ltd; BTP: Bamboo Technology Park; CSML: Cachar Sugar Mills Ltd; DNPL: DNP Ltd; GMA: Guwahati Management Association; IPL: Industrial Paper (Assam) Ltd; ITPL: Isemantics Technology Private Limited; NPIPL: Natural Penal Industries Pvt. Ltd; NRL: Numaligarh Refinery Ltd; NTI: Nefaa Tea Industries; OIPL: Om Infracon Pvt. Ltd; PCB: Pollution Control Board; PBSL: Prag Bosimi Synthetics Limited; PFCL: Pragjyotish Fertilizers and Chemicals Ltd; PTPPL: Prag Jyoti Textile Park Private Limited; TVPPL: Tohi Veneer Products Pvt. Ltd. ; KTE: Kharsang Tea Estate; BTPPL: Barduria Timber Products Pvt. Ltd.; NLU- National Law University and Judicial Academy; NIPFP-National Institute of Public Finance & Policy; AMDCL-Assam Mineral Development Corporation Ltd.

COMMITTEES OF THE BOARD OF 3. DIRECTORS

AUDIT COMMITTEE:

The Audit Committee is constituted under the Chairmanship of an Independent Director of the company in terms of the Section 177 of the Companies Act, 2013.During the Financial Year 2016-17 the company

convened 4 (four) meetings of the Audit Committee. The attendance records of the members at the meetings were as follows:

Name of the Directors

Status No. of meeting attended

Attended in the last AGM (Yes

/No)

Shri D.N. Barua(Independent Director)

Chairman 3 Yes

Shri B K Sarma(Independent Director)

Member 4 Yes

Shri S.K.Choubey(Independent Director)

Member 2 No

Shri Utpal Borah (Independent Director)

Member 4 No

Terms of Reference: The terms of reference/powers of the Audit Committee are as under:

Powers of the Audit Committee A.

To investigate any activity within its terms of 1. reference.

To seek information from employee.2.

To obtain outside legal or other professional 3. advice.

To secure attendance of outsiders with 4. relevant expertise, if it considers necessary.

The Role of Audit Committee includesB.

Oversight of the company’s financial 1. reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

Recommendation for remuneration and terms 2. of appointment of auditors of the company.

Approval of payment to the statutory 3. auditors for any other services rendered by


28

the Statutory Auditors;

Reviewing with the management, the annual 4. financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:

Matters required to be included in the •Directors’ Responsibility Statement to be included in the Directors’ Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013.

Changes, if any, in accounting policies and •practices and reasons for the same.

Major accounting entries involving •estimate based on the exercise of judgment by the management.

Significant adjustments made in the •financial statements arising out of audit findings.

Compliance with the listing and other •legal requirements relating to financial statement.

Disclosure of related party transactions•

Modified opinion(s) in the draft audit •report.

Reviewing, with the management, the 5. quarterly financial statements before submission with the Board for approval.

Reviewing, with the Management, the 6. statement of uses/application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or right issue, and making appropriate recommendations to the Board to take up steps in this matter.

Review and monitor the auditor’s 7.

independence and performance, and effectiveness of audit process.

Approval or any subsequent notification of 8. transactions of the company with the related parties.

Scrutiny of inter corporate loans and 9. investments.

Valuation of undertakings or assets of the 10. company, wherever it is necessary;

Evaluation of internal financial controls;11.

Reviewing, with the management, 12. performance of statutory and internal auditors adequacy of the internal control systems;

Reviewing the adequacy of internal audit 13. function, if any, including the structure of internal audit department, staffing and seniority of official heading the department, reporting structure coverage and frequency of internal audit.

Discussion with internal auditors of 14. any significant findings and follow-up thereon;

Reviewing the findings of any internal 15. investigations by the internal auditors into the matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board;

Discussion with statutory auditors before the 16. audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.

To look into the reasons for substantial 17. defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

To review the functioning of the whistle 18. Blower Mechanism.


29

Approval of appointment of CFO (i.e., the 19. whole time Finance Director or any other person heading the finance function or discharging the function) after assessing the qualifications, experience & background, etc of the candidate.

Carrying out such other functions as is 20. mentioned in the terms of reference of the audit committee.

To review the following information: 21.

The management Discussion and Analysis •of financial condition and results of operation;

Statement of significant related •party transactions (as defined by the Audit Committee), submitted by management;

Management letters/letters of internal •control weakness issued by the statutory auditors;

Internal audit reports relating to internal •control weakness; and

The appointment, removal and terms •of remuneration of the chief internal auditor(s) shall be subject to review by the audit committee;

Statements of Deviations:•

Quarterly statements of deviation(s) a. including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of regulation 32(1).

Annual statements of funds utilised b. for purpose other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD:

Pursuant to Section 178 (1) of the Companies Act, 2013

and the Companies (Appointment and Qualification of Directors) Rules, 2014 the Nomination and

Remuneration Committee of the Board of Directors of the company is constituted with the following members.

Shri B.K. Sarma (Independent Director) Chairman

Shri D.N. Barua (Independent Director) Member

Shri A.N. Das (Independent Director) Member

The company is a Government of Assam enterprise functioning under the administrative control of Industries and Commerce Department. The Whole Time Director (Managing Director) and all the senior level officials (General Manager and above) are selected by the Public Enterprise Selection Board (PESB) headed by Chief Secretary to the State Government. The remuneration of the Whole Time Director, i.e. Managing Director and all the employees are paid as per the pay scales and other perks approved by the State Government from time to time. The Nomination and Remuneration Committee doesn’t have any role in selection and determination of managerial remuneration of the Whole Time Directors and pays Senior Level officers of the company.

Regarding selection of independent directors, the Government of Assam proposes certain names of eligible persons having experience and knowledge in the field of chemical and petrochemicals sector for appointment of independent directors from time to time.

The Managerial Remuneration paid to the Managing Director during the Financial Year 2016-17 is as under:


30

Name of Director

All elements of

remuneration package of Directors i.e. salary, benefits,

bonus

Other benefits

Service contracts,

notice period, severance fee.

Shri Ratul Bordoloi, Managing Director

` 15,85,495/- (Rupees Fifteen Lakhs Eighty Five Thousand Four Hundred Ninety Five Only)

[`11,64,350.00 paid to Shri Ratul Bordoloi on account his termination earlier service contract as Managing Director on 9th March, 2016]

`2,32,098/- (Rupees Two Lakhs Thirty Two Thousand Ninety Eight Only)

Service Contract: The Govt. of Assam appointed Shri. Bordoloi as Managing Director of the Company vide its notification no. MI.113/98/Pt./566 and MI.113/98/Pt./566-A dated 3rd March, 2016 for an initial period of 3(three) years with a scope of extension of service till his superannuation.Notice Period: Three months. Severance Fee: Payment of three months salary from either side.

The company pays sitting fee of ̀ 5,000/- (Rupees Five Thousand only) to each of the Independent Directors for attending each meeting of Board of Directors and ` 1,500/- (Rupees One thousand five hundred) only for attending Board sub-committee where the particular Independent Director is a member.

The company don’t pay any sitting fee to the nominee directors of Assam Industrial Development Corporation Ltd. (AIDC) as all the nominees except the Chairman were the employees of the Government of Assam or AIDC. The company paid remuneration to

Shri Rameswar Dhanowar, non-executive Chairman as per the Government of Assam Office Memo no. PE. 7/79/157 dated 21st March, 1984.Total sitting fee paid to the Independent Directors during the Financial Year 2016-17 are given as under.

Sl. No.

Names of the Directors

Amount of Sitting Fees (in `)

1 Shri D.N. Barua 18,000/-

2 Shri B. K. Sarma 27,000/-

3 Shri A. N. Das 19,500/-

4 Shri S.K. Choubey 13,500/-

5 Shri Utpal Borah 27,000/-

CORPORATE SOCIAL REPONSIBILITY COMMITTEE:

Pursuant to Section 138 of the Companies Act, 2013, the company constituted a Corporate Social Responsibility Committee of the Board of Directors.

The Composition of the committee was as follows:

Shri Rameshwar •Dhanowar, Director

Chairman

Shri Utpal Borah, •Independent Director

Member

Shri Ratul Bordoloi, •Managing Director

Member

Shri Rameswar Dhanowar, Chairman ceased as Director of the company w.e.f. 30th September, 2016 but the Board of Directors didn’t reconstituted the CSR Committee during FY 2016-17. This may be stated that the company incurred financial losses for the Financial Years 2014-15 and 2015-16 and therefore the company is out of the ambit of mandatory CSR expenditure during the FY 2016-17 as per Section 135 of the Companies Act, 2013. However, the Board of Directors of the company reconstituted the CSR Committee on 15th July, 2017 by replacing Shri Jagadish Bhuyan as the Chairman of theCommittee.


31

STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The company constituted a Stakeholders’ Relationship Committee with the chairmanship of an Independent Director of the Board. There are four members of the Board in the Committee. The Composition of the committee is as follows:

Shri A. N Das, Independent Director• Chairman

Shri D.N Barua, Independent Director• Member

Shri B. K Sarma, Independent Director• Member

Shri Ratul Bordoloi, Managing Director• Member

The Stakeholders’ Relationship Committee, inter alia, consider and resolve the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends. The Committee also meets to consider and approve transfer and transmission of physical shares and issue of Duplicate and Rematerialized Share Certificates.

Shri Uttam Bailung, Company Secretary and Compliance Officer, is the Secretary of all Board Sub-Committees constituted under the Companies Act, 2013 and applicable Rules thereunder. The Contac details of the Company Secretary is as under:

Company Secretary

Assam Petro-Chemicals Ltd.

4th Floor, Orion Place, Mahapurush Srimanta

Sankardev Path (formerly G S Road), Bhangagarh,

Guwahati-781 005, Assam, Phone no. 0361-

2461594 Fax no. :0361-2461471;

email- bailung.uttam@assampetrochemicals.

co.in, [email protected]

GENERAL BODY MEETINGS5.

Details of General Body Meetings held in the last three years are given below:

General Body

Meeting

Day and Date Time Venue

43rd AGM Tuesday, 30th September, 2014

11:00 am 4th Floor, Orion Place, G.S. Road, Bhangagarh, Guwahati-781 005

44th AGM Thursday, 24th September, 2015

11.00 am 4th Floor, Orion Place, G.S. Road, Bhangagarh, Guwahati-781 005

45th AGM Friday, 30th September, 2016

11.00 am 4th Floor, Orion Place, G S Road, Bhangagarh, Guwahati-781 005

Special Resolution:

In the 45th Annual General Meetings of the company held on 30th September, 2016 a special resolution was passed by the shareholders to increase the borrowing limit of the Board of Directors from `850 Crore to `1050 Crore or the aggregate of paid-up share capital and free reserves of the company whichever is higher. The resolution was passed by the shareholders through remote e-voting and polling conducted using ballots at the AGM. The remote e-voting facility was open to the shareholders from 9.00 am on 27th September, 2016 to 5.00 pm on 29th September, 2016. Shri Biman Debnath, Practising Company Secretary was appointed as ‘the Scrutinizer’ for conducting the remote e-voting and polling through ballot papers in the AGM in a fair and transparent manner.

Voting pattern of the resolutions passed in the AGM is as under:


32

Resolution No. 5 Special Resolution for increase the borrowing limits of the Board of Directors from `850 Crore to `1050 Crore or the aggregate of paid-up share capital and free reserves of the company whichever is higher.

Promoter/Public Number of Shares

Number of Votes Polled

% of Votes polled on outstanding shares

Number of votes in favour

Number of Votes against

% of votes in favour on Votes polled

% of votes against on votes polled

Mode of Voting: (E-Voting)

Promoter and Promoter Group

80,44,047 0 0 NA NA NA NA

Public Institutional Hold-ers

9,43,200 0 0 NA 0 0 0

Public -Others 1,32,700 100 0.0754 100 0 100 0

Total(A) 91,19,947 100 0.00001 100 0 100 0

Mode of voting: (Ballot)


80,44,047 80,41,540 99.9688 80,41,540 0 100 0

Public Institutional Hold-ers

9,43,200 0 0 NA NA NA NA

Public -Others 1,32,700 450 0.34 400 50 88.89 11.11

Total(B) 91,19,947 80,41,990 88.1802 80,41,890 50 100 0

Results (A+B) 91,19,947 80,42,090 88.1813 80,42,040 50 100 0.0006

Special Resolution passed through Postal Ballot:

During the FY 2016-17 the Company didn’t passed any special resolution through postal ballot as per Section 110 of the Companies Act, 2013 and Rules made there under.

MEANS OF COMMUNICATION6.

Quarterly Results: The shares of the company delisted from BSE Ltd. w.e.f. 20th February, 2017 as per the SEBI (Delisting of Equity Shares) Regulations, 2009 and thereafter the company stopped filing any quarterly financial results and other quarterly reports to the stock exchange. Untill the delisting of shares the company regularly filed the financial results and other information required to be filed as per SEBI (LODR) Regulations, 2015 in the BSE’s website.

Website: The Company’s website www.assampetrochemicals.co.in contains dedicated sections for investor information where details of the Board of Directors, the committees of the Board of Directors and investor’s relation information are available. The Company’s Annual Reports for preceding years are also available in a user-friendly and downloadable form.

GENERAL SHAREHOLDER INFORMATION7.

46a) th Annual General Meeting:

Date: Tuesday, 26th September, 2017 Time: 11:00am

Venue: Registered Office at 4th Floor, Orion Place, Bhangagarh, Mahapursh Srimanta Sankardev Path, Guwahati-781005.


33

Financial Year: b)

1st day of April to 31st day of March of the following year.Dividend Payment Date:c)

Board of Directors did not recommend dividend for the FY 2016-17 due to unabsorbed carry forward deprecation and unadjusted loss of previous years.

Listing: d)

The shares of the company were delisted from BSE Ltd., Mumbai w.e.f 20th February, 2017.

Payment of Listing Fees: Not ApplicableThe shares of the company were delisted at e) exit price of `76/- per share.

Date of Book Closure from 20/09/2017 to f) 26/09/2017 (both days inclusive)

Registrar and Share Transfer Agent: g)

M/s C.B. Management Services (P) Ltd.

P-22, Bondel Road, Kolkata-700 019

E-mail: [email protected].

Share Transfer System: h)

Physical Shares: The company appointed M/s C.B. Management Services (P) Ltd., Kolkata as Registrar and Share Transfer Agent (R & TA) with effect from 1st March, 2010. R & TA scrutinises the Share Transfer and Transmission related documents received from transferee and forward the same to the company for approval of the transfer/transmission by Board sub-committee i.e Stakeholders’ Relationship Committee. The Committee approves the transfer/transmission as and when required.Subject to the documents are in order and complete, share transfer are processed and share certificates returned within the prescribed time. Shareholders grievances/quarries on share transfer may please be directly communicated with our Registrar and Share Transfer agent in their above address.

Shares in Electronic Mode: As on 31st March, 2017, 99.04% of the equity shares of the company are held in electronic mode. The company appeal to the shareholders who have not yet used this facility to dematerialise their shares so that the shares can be held and transferred electronically.Distribution of sharesi)

ShareholdersNumber

of Shares Held

Shares held in Demat

Shares Held in

Physical

% of Shares

held


8942447 8939690 2,757 98.05%

Public Financial Institutional Holders

90700 90700 - 0.996%

Others Public Holders

86800 2550 84250 0.952%

Total 91,19,947 90,32,540 87,407 100.00%

Dematerialisation of Shares and liquidity:j)

The company provides the facility to dematerialise the shares of the company with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd.(CDSL). The ISIN of the company’s Shares is INE277D01010. The Company never issued GDRs/ADRs/k) Warrants or any convertible instruments hence, there are no outstanding of as on 31-03-2017.Plant Locations:l)

Assam Petro-Chemicals LimitedP.O. - Parbatpur, NamrupDistt. : Dibrugarh, Assam-786 623Address for correspondence:m)

Assam Petro-Chemicals Limited4th Floor, Orion Place, Mahapurush Srimanta Sankardev Path,Bhangagarh, Guwahati-781 005, AssamE-Mail: [email protected]


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OTHER DISCLOSURES: 8.

There was no transaction of material nature I. with Directors or Management or their relatives having potential conflict with the interest of the company at large.Details of Non Compliance, Penalties and II. Strictures imposed on the company by the Stock Exchange or the board or the statutory authority: Discussed under the head Compliance with Corporate Governance Requirements in para (IV) hereunder.Shares of the company delisted from BSE Ltd., III. by Assam Industrial Development Corporation Limited (AIDC) on 20th February, 2017 as per the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. According to Regulation 21 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 AIDC has given an exit offer to all the remaining shareholders who couldn’t or didn’t participate during the delisting bid period from 10th January’2017 to 16th January, 2017. This exit offer will be remain open till 19th February, 2018 and under this exit offer the residue shareholders of the company will be able to transfer their shares to AIDC at the delisting exit price i.e. ` 76/- per share. Vigil Mechanism/Whistle Blower Policy: As IV. the shares of the company delisted and the company don’t fulfil other criteria mentioned in Section 177(9) of Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the company hasn’t adopted any Vigil Mechanism or Whistle Blower Policy.

Adoption of Non-Mandatory Requirements V. as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:The Company has appointed separate persons to the post of Chairman and Managing Director, in adoption of the non-mandatory requirement of Schedule-II Part-E read with regulation 27.Compliance with Corporate Governance VI. Requirements:The company delisted from all the stock exchanges w.e.f. 20/02/2017 and therefore it is not required to comply with the corporate governance provisions of the SEBI (LODR) Regulations, 2015. Transfer of unpaid/unclaimed amounts to VII. Investor Education and Protection Fund: During the year under review, the Company has credited ` 38,706/- (Rupees Thirty Eight Thousand Seven Hundred Six only) to the Investor Education and Protection Fund (IEPF) pursuant to Section 124(5) of the Companies Act, 2013 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

I hereby confirm that the Company has obtained from all the Members of the Board and Senior Management Personnel, affirmation that they have complied with the Code of Conduct for the financial year 2016-17.

Sd/-Date: 24.08.2017 (Ratul Bordoloi)Place: Namrup Managing Director


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INDUSTRY STRUCTURE AND DEVELOPMENTS 1.

The growth of chemical and petro-chemical industry is very important for economic development of that particular country. The chemicals industry is one of the fastest growing industries in the India. According to a report of the Planning Commission (presently ‘Niti Aayog’) of Central Government, in the base case scenario, the Indian chemical industry could grow at 11% p.a. till the end of the 12th five year plan (2012-17) period. Report and studies suggests Indian chemical industry is expected to register a growth of 8-9% in the next five years and is expected to double its share in global chemical industry to 5-6% by 2021. The production of Methanol in particular is not growing in the same pace that of the groth rate of Chemical Industry rather declining due to high input cost and availability of cheaper imported Methanol from Iran and other Gulf countries.

The company is in this business of manufacturing and marketing of two very versatile chemicals products viz. Methanol and Formalin for last four decades. Assam Petro-Chemicals Ltd. is producing Methanol from natural gas available locally. Formalin is a downstream product of Methanol produced by the company in its plant located at Namrup, Assam. The company is one of the leading manufacturers of Methanol and Formalin in the country.

OPPORTUNITIES, THREATS, RISKS AND 2. CONCERNS

Opportunities•

The Methanol market is growing very fast in India. Considering the growing demand, the company is currently implementing natural gas based 500 TPD Methanol expansion project alongwith a value added downstream 200TPD Formalin Project in the western Assam area. The Formalin

market is also growing very rapidly in India and our neighboring countries viz. Bhutan and Nepal. In order to tap the growing market demand for Formalin, the company has successfully completed its 25% expansion project in the Financial Year 2012-13 and it is running satisfactorily.

The company has been exporting its products to Nepal, Bhutan and Bangladesh. The Act East policy of Govt. of India and opening up trade and business with South East Asian countries is expected to help the company to market its Products in these countries.

There has been a proposal of blending upto 15% Methanol in gasoline in India in the short run. In this regard the Niti Aayog of the Central Government has constituted an expert committee to examine on the matter. As per the media report the Expert Committee after detailed deliberations proposed to the Govt. of India to consider blending upto 15% Methanol in gasoline and locomotive fuel. It is also learned that the matter is in active consideration of Central Government. If the Central Government accepts the recommendation of the Expert Committee of Niti Aayog then the demand of Methanol in the country will increase many fold and the entire Methanol to be produce by the company will be absorbed by the refineries located in the state itself.

Threats, Risks and Concerns:•

The existing Methanol plant is twenty eight ᇟyears old and needs regular maintenance to keep the plant in healthy operating condition to get better results.

The cost of production is very high due to ᇟlow capacity of the plant with old technology resulting in high energy consumption as well as high fixed cost per ton of production of Methanol.

For limited market in the present economic ᇟ

Annexure- C

MANAGEMENT DISCUSSION AND ANALYSIS REPORT


36

environment in the N.E. region is major concern of the company because of which the products are required to be transported at high freight cost to the distant market situated at Eastern, Northern and Southern parts of the country.

Stiff competition for the products due to ᇟexistence of a large number of small and big manufacturers of Formalin and import of Methanol in large quantity. While the demand of both Methanol and Formalin in the country is constantly on the rise, domestic production is also rising due to setting up of new plants especially in case of Formalin.

The company produces Methanol using ᇟNatural Gas (NG) as raw material. Oil India Ltd. supplies gas to the company from the gas fields available nearby. Depleting of NG availability and no new major discovery of NG in the adjoining area is a concern for the company.

PRODUCT-WISE PERFORMANCE: 3.

Product wise performance is discussed in details in the Directors’ Report under the head Operating Results.

OUTLOOK:4.

The company is implementing a 500 TPD Methanol 200 TPD Formalin project along with a Captive Power Plant at an estimated capital investment of ` 1,33,700 lakhs with equity participation of Oil India Limited (49%) and Assam Gas Company Limited. M/s Oil India Ltd. has since given the commitment for the supply of the requisite quantity of natural gas for the new plants. This new Petrochemical complex in Namrup will be a giant petrochemical complex in the entire North Eastern India.

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an effective internal control

system which is further strengthened by conducting internal audit by Independent Chartered Accountants firm. All the proposals involving expenditure above certain amount are subject to financial concurrence through the Finance Department followed by approval from Competent Authority of the Management or from the Board of Directors (depending upon the value of proposals).

The company is being a Government of Assam undertaking, Comptroller and Auditor General of India performs the ‘Transaction Audit’ and “Performance Audit” from time to time to ensure that the business of the company is carrying on utmost care and no wastage for public wealth.

DISCUSSION ON FINANCIAL PERFORMANCE 5.

WITH RESPECT OF OPERATIONAL

PERFORMANCE:

The financial performance of the company for the Financial Year 2016-17 is discussed in details in the Directors’ Report.

6. MATERIAL DEVELOPMENTS IN HUMAN

RESOURCES/INDUSTRIAL RELATION FRONT,

INCLUDING NUMBER OF PEOPLE EMPLOYED:

The company has been utilizing the available human resources in the most effective manner to improve productivity. The company has been inducting mixture of experienced and young professionals during the last few years such that the strength of the qualified persons in all disciplines does not get depleted. Induction in the intake level is planned to be increased in the future with the implementation of the expansion and diversification scheme undertaken by the company. The manpower strength and Industrial Relation have been deliberated in the Directors’ Report in details.


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Annexure-D

Board’s reply to the qualifications, comments and observations of the Auditors as per Section 134(3)(f) of the Companies Act, 2013

Sl. No. Comments of Auditors Reply of the Board of Directors

A Qualifications and Comments of the Independent Auditors

1 Amortization of ROC fees Expenses: Expenses related to ROC fees for enhancement of authorised share capital total amounting to ` 1,66,50,510 /- had been amortized as per decision of the management from Financial Year 2012-13 @ ` 33,30,102/- per year, has been charged under Depreciation and Amortization expenses. On the basis of Accounting Standard (AS)-10 on Fixed Assets Para 9.2 under, The Companies Accounting Standards Rules, 2006, the whole expenses related to ROC fees for enhancement of authorised share capital of `1,66,50,510/- should have been charged to Capital Work in Progress as the amount is specifically incurred with a view for expansion of new project. As such the company had understated its profit for FY 2016-17, 2013-14, 2012-13 by `33, 30,102/- and overstated its loss for FY 2014-15 & 2015-16 by `33, 30,102/- each year. This matter was also qualified by us on the financial statements for the year ended 31st March’2016.

Expenses related to ROC fees for enhancement of authorised share capital total amounting `1,66,50,510/- is neither an tangible assets nor Intangible Asset and hence the Companies Accounting Standard Rules, 2006, is not applicable in the instant case.The management has decided to amortise the expenses over a period of 5 (five) years and accordingly, 1/5th of the expenditures amounting to `33,30,102/- were charged off in the current year’s account.Hence, there is no overstatement of loss and Other Current Assets.Adequate disclosures have been made in the “Notes of Accounts” in this regard.

2 Provision for Pay revision of arrear salaries for employees for the year 2009-10 & 2010-11 : As mentioned in CAG comments on the accounts for the year 2012-13 and as per qualified opinion of previous auditor ` 6,27,54,977/- being the arrear payable against pay revision of salaries of employees for the years 2009-10 & 2010-11 should have been provided for and shown under “Current Liabilities” instead of disclosing it under “Contingent Liabilities” as the same was approved by the Board of Directors of the Company and Government of Assam.

But no provision has been made by the Company charging to Statement of Profit and Loss ` 6, 27, 54,977/- (Previous year ended 31st March’2016 ` 6, 27, 54,977/-) as “Prior period Items” and shown under “Short term provisions”. This has resulted in understatement of loss by ` 6,27,54,977/- and understatement of short term provisions by ` 6,27,54,977/- (Previous year ended 31st March’2016, `6,27,54,977/-, `6,27,54,977/-, respectively). This matter was also qualified by us on the financial statements for the year ended 31st March’2016.

Pursuant to the Government of Assam Order, the company has made the calculation of arrear salary from 01-04-2009 to 31-03-2013. It is observed that the establishment cost for the FY 2009-10 and FY 2010-11 already exceeded the ceiling 35% of annual turnover as mentioned in the order. Therefore, the company has not made provision for arrear salary for the financial year 2009-10 and 2010-11.


38


3 Inventories of ` 10.26 crore for FY 2015-16 includes ` 32 lakhs being the cost of non moving items, which had been suggested for writing off by the technical Committee and Board of Directors of the Company. Non provisioning against above non moving items has resulted in overstatement of loss for FY 2015-16 by ` 32 lakhs each.

During the FY 2016-17 same has been written off from the books of accounts.

4 Provision for deficit in PF Trust: As per the Employees' Provident Funds & Miscellaneous Provisions Act, 1952, PF Trust is liable to be audited and if there is any deficit in PF Trust Account, it is the responsibility of the Company to compensate for the deficit every year. According to the Audit report for FY 2015-16, balance of accumulated deficit as on 31st March’2016 is ` 2,01,33,149/-, out of which deficit for FY 2015-16 was ` 16,13,613/-. However, no such provision was made by the Company during the previous year FY 2015-16. As a result, the “Profit and Loss Account” & “Short term provisions” had been misstated for the previous year by ` 16,13,613/-.

During the FY 2016-17, the company has recognised the liability for deficit in the Company’s PF Trust Account `2,01,33,149/- upto 31-03-2016.

5 Non availment of Service Tax Credit: Service Tax Credit amounting to ` 283409/- had not been claimed on the following payments:

`1. 868166/- on 17.08.2016 to Engineers India Ltd.

`2. 229493/- on 28.09.2016 to Engineers India Ltd.

`3. 116375/- on 01.02.2017 to Tata Consulting Engineers Ltd.

This had resulted in overstatement of Capital WIP & excess outflow for payment of taxes.

The observation is noted and proper course of action will be taken in future.

6 Treatment of MAT Credit: The Company had MAT Credit Balance in FY 2012-13 of ̀ 49, 19,700/-, which the company failed to recognize in the books of account nor claimed in the income tax return for the said financial year, which it had written back to the balance of Profit & Loss Account in the previous year. This has resulted in understatement of Loss for FY 2015-16 by ` 49,19,700/-

During the assessment proceeding for the FY 2013-2014, the said MAT credit of ` 49,19,700/- was claimed and allowed by the Income Tax Authorities and thereafter necessary entry had been passed in the Financial Statement of 2016-17.

7 Treatment of Income Tax Expense: The Company had made excess Provision for Income Tax for FY 2014-15 by ` 36, 74, 395/-, which it had written back to the balance of Profit & Loss Account in the previous year. This has resulted in understatement of Loss for FY 2015-16 by ` 36,74,395/-.

The provisions for tax expenses and reversal thereof for excess provisions, if any, are made in the Profit & Loss Account, below the line. These adjustments have no impact in the profit or loss as exhibited in the Profit & Loss Account.


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8 Capital Work in Progress :1.

(a) Administrative Building (Project): The Company had debited to Administrative Building Account (FY 2014-15 to Repairs & Maintenance) ` 12,59,195/- & credited to Prior Period Items by same amount during the FY 2015-16.

(b) Administrative & Other Expenses(Project): The Company had debited the related expenses to Capital Work-in Progress during the FY 2015-16 ` 1,50,40,679/- (Depreciation ` 22,15,175/- + Salary & Other Allowances ` 1,16,95,195/- + Project Travelling Expenses ̀ 10,66,203/- + Other Expenses ̀ 63,386/) & whereas The Company had debited the related expenses to Profit & Loss Account during the FY 2014-15 ` 76,76,204/- (Salary & Other Allowances ` 71,49,318/- + Project Travelling Expenses ` 5,26,886/-).

From the above, we are of the view that the Company has changed its Accounting Policies & Practices during FY 2015-16.

These expenditures of ̀ 12,59,195/- were incurred in the renovation of the existing building and hence it was debited to Repair & Maintenance Account during the financial year 2014-15 as no new assets came into existence.

In continuation to the substantial modification carried to the existing buildings during the current years also, resulting in increased value and longer life of the assets, the Management has decided to capitalise the amount to the Capital Work in progress during the financial year 2015-16 and accordingly, the relevant adjustment entries were passed during the financial year 2015-16.

The company has not changed its Accounting Policies & Practice. (Refer Note No 2.9 to the Financial Statement as at 31-03-2017)

9 The CAG for F.Y. 15-16 had stated that the Other Current Liabilities amounting to ` 3.35 crores, does not include penalty of ` 4.40 lakh, payable to the Securities & Exchange Board of India, for failure to appoint a Woman Director in the Board of Directors of the Company, as required under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement (Company listed in Bombay Stock Exchange). This resulted in understatement of current liabilities by ` 4.40 lakh as on 31.03.2017 & ` 4.40 lakh as on 31.03.2016 (previous year).

As per the demand for fine raised by BSE Ltd. ` 6,12,000/- (upto 02-01-2016), the company has deposited the amount with a request for waive as the company had already applied for delisting of shares and once the company delisted Section 149 will not be attracted. Thereafter, BSE Ltd. not raised any further demand for fine till date. Hence, the company has not made provision for fine for the period 03-01-2016 to 31-03-2016. Further, since the company has already been delisted, no provision is required in this regards.

10 Applicability of The Insolvency and Bankruptcy Code, 2016 (IBC): The provisions of the relevant Law are applicable to the Company. As reported by the management, an amount of ` 119716/- is pending to be paid to Zean Lithos Co., which had been claimed, but not yet paid by the Company.

The company is in the process to release the amount to M/s Zean Lithos Co.


40

B Comments of Comptroller and Auditor General of India

A. 1 Balance SheetB. Assets1. Non Current Assets(a) Fixed Assets (ii) Capital Work-in-progress: ` 28. 50 crore (Note-9D)2. Current Assets(e) Short-terms loans and advances (Note 15) - ` 1.80 croreThe Capital Work-in Progress and Short-terms Loans and Advances are understated by ` 5.50 crore (Value of work done) and ` 0.77 crore (Cenvat credit) respectively due to non-accountal of cost of work done during 2016-17. The bill for the work done submitted (April, 2016) by the contractor was certified by the Project Consultant and Board of Director in its meeting dated 3rd March, 2017 and payment was released in April, 2017 before approval of Annual Accounts by BoD (July, 2017). As such, the bills for the works done should have been booked in the books of account for 2016-17.Non-accounting of the same resulted in understatement of Fixed Assets (` 5.50 crore), short terms loans and advances (` 0.77 crore CENVAT credit) with corresponding understatement of Current Liabilities to the extent of ` 6.27 crore.

The observation has been noted for future reference.

A.2 Balance SheetB. Assets2. Current Assets(c) Trade Receivable (Note 13) - ` 6.68 crore.The above account is erroneously netted off by ̀ 0.65 crore, being the advances received from the customers instead of crediting the same to Trade Receivable account under ‘current liabilities’. This resulted in understatement of current assets and current liabilities by ` 0.65 crore each.

This has no impact on accounts, and the same is assured to be rectified in the next Financial year i.e. 2017-18.

A.3 Balance SheetB. Assets1. Non Current Assets(a) Fixed Assets(ii) Capital Work-in-progress: ` 28.50 crore (Note-9D)The above is credited by ` 0.19 crore (` 0.11 crore upto 2015-16 and 0.08 crore during 2016-17), being the amount of Liquidated damages levied and recovered from the contractor against poor performance of work. As the work is yet to be completed and cost escalation is anticipated by the Company, the amount recovered from the contractor should have been accounted for under the head Current liabilities instead of crediting the same to Capital Works in Progress. This resulted in understatement of Capital Work in Progress and current liabilities by ` 0.19 crore each.

As per the opinion of the Expert Committee of the Institute of Chartered Accountants of India, the company has made the policy to adjust the Liquidated Damages in the respective Project. In the present case, it is the initial stage of work of the 500 TPD Methanol Project and in anticipation of cost escalation of the Project, the Liquidated Damages recovered from the Contractors is adjusted with the respective assets


41

A.4 Balance SheetB. Assets2. Current Assets(c) Trade Receivable (Note 13) - ` 6.68 crore.The above amount includes ̀ 0.13 crore, shown as receivable from the M/s Narottum Plywood Industries since 2012-13 against the sales of Formaldehyde. As the amount has not been recovered for more than 4 years and the matter is under litigation, provisions for doubtful debt should have been created against the same. However, the Company has not made any such provisions. Non provisioning against the said receivables has resulted in overstatement of Sundry Debtors and profit for the year by ` 0.13 crore each.

As the matter is under litigation, the amount was not provided in the books of accounts for the FY 2016-2017.Further, it assured to make provision for the same in the next Financial year i.e. 2017-18.

B.1 Statement of Profit and Loss 4. Expenses(d) Employee Benefit and Expenses: ` 32.87 croreThe above includes ` 2.01 crore being provision for the deficit amount in PF trust account for the period upto 31.03.2016. As the provision is made for meeting the deficit amount in the trust account for prior periods, the same should have been separately disclosed under ‘Notes to Accounts’ as per the requirements of the Companies Act, 2013 (refer item 5(m) of General instructions for preparation of profit and loss account under Schedule-III).

The company while adopting the Financial Statement for the period ended 31-03-2017, had recognised the liability. As the liability is crystallised during the FY 2016-17, same has been correctly accounted as expense and liability in the FY 2016-2017.Further, there is no impact in the Profit / (Loss) before tax for the year of the company.

B.2 Statement of Profit and Loss A. Continuing Operations12. Tax Expenses (e) Deferred Tax : ` 0.15 crore (Note-25.6)The above is overstated by ` 0.09 crore, due to inclusion of Land cost in the Written down Value of Depreciable Assets for creation of provision for deferred tax liabilities. As Land is a non depreciable assets no deferred tax liabilities will arise on account of difference in rate of depreciation under Income Tax Act and Companies Act. Thus inclusion of Land cost in the Written down Value of Depreciable Assets for calculating deferred tax liabilities resulted in understatement of profit for the year as well as understatement of ‘Deferred tax liabilities (net)- Non-current liabilities’ by ` 0.09 crore each.

The observation is noted and assured that proper action will be taken in the next financial year i.e. 2017-18.

C.1 Auditor’s Report on the Annual Accounts of Assam Petrochemicals Ltd for the year 2016-17 dated 17 July 2017.Sl No 2 of Basis for Qualified Opinion.Inviting reference to the above, it was pointed out that an amount of ` 6.27 crore on account of pay revision arrear salaries for the employees for the year 2009-10 & 2010-11 was not provided in the books of account. On scrutiny of records it was found that the Company has already paid an amount of ` 1 crore out of the total amount of ` 6.27 crore in the financial year 2015-16 and accordingly provided in the books of accounts. Hence, the above comment in the auditor’s report was incorrect to that extent.

The Board don’t have any comment on the matter.


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COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143(6)(b) OF THE COMPANIES ACT, 2013 ON THE FINANCIAL STATEMENTS OF ASSAM PETROCHEMICALS

LIMITED FOR THE YEAR ENDED 31 MARCH 2017

The preparation of financial statements of ASSAM PETROCHEMICALS LIMITED, for the year ended 31 March, 2017, in accordance with the financial reporting framework prescribed under the Companies Act, 2013, is the responsibility of the management of the company. The statutory auditor/ auditors, appointed by the Comptroller and Auditor General of India, under section 139(5) of the Act, 2013, is responsible for expressing opinion on the financial statements under section 143 of the Act, based on independent audit, in accordance with the standards on auditing prescribed under section 143(10) of the Act. This is stated to have been done by them, vide their Audit Report dated 17 July, 2017.I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit, under section 143(6)(a) of the financial statements of ASSAM PETROCHEMICALS LIMITED, for the year ended 31 March, 2017. This supplementary audit has been carried out independently, without access to the working papers of the statutory auditors and is limited primarily to inquiries of the statutory auditors and company personnel and a selective examination of some of the accounting records. Based on my supplementary audit, I would like to highlight the following significant matters under section 143(6)(a) of the Act, 2013, which have come to my attention and which, in my view, are necessary for enabling a better understanding of the financial statements and the related audit report:

COMMENTS ON FINANCIAL POSITIONA. 1. Balance Sheet

B. Assets1. Non Current Assets(a) Fixed Assets (ii) Capital Work-in-progress: ` 28. 50 crore

(Note-9D)2. Current Assets(e) Short-terms loans and advances (Note 15)

- ` 1.80 croreThe Capital Work-in Progress and Short-terms

Loans and Advances are understated by ` 5.50 crore (Value of work done) and ` 0.77 crore (Cenvat credit) respectively due to non-accountal of cost of work done during 2016-17. The bill for the work done submitted (April, 2016) by the contractor was certified by the Project Consultant and Board of Director in its meeting dated 3rd March, 2017 and payment was released in April, 2017 before approval of Annual Accounts by BoD (July, 2017). As such, the bills for the works done should have been booked in the books of account for 2016-17.Non-accounting of the same resulted in understatement of Fixed Assets (` 5.50 crore), short terms loans and advances (` 0.77 crore CENVAT credit) with corresponding understatement of Current Liabilities to the extent of ` 6.27 crore.2. Balance Sheet

B. Assets2. Current Assets(c) Trade Receivable (Note 13) - ` 6.68 crore.

The above account is erroneously netted off by ` 0.65 crore, being the advances received from the customers instead of crediting the same to Trade Receivable account under ‘current liabilities’. This resulted in understatement of current assets and current liabilities by ` 0.65 crore each.3. Balance Sheet

B. Assets1. Non Current Assets(a) Fixed Assets(ii) Capital Work-in-progress: ` 28.50 crore

(Note-9D)The above is credited by ` 0.19 crore (` 0.11 crore upto 2015-16 and 0.08 crore during 2016-17), being the amount of Liquidated damages levied and recovered from the contractor against poor performance of work. As the work is yet to be completed and cost escalation is anticipated by the Company, the amount recovered from the contractor should have been accounted for under the


43

head Current liabilities instead of crediting the same to Capital Works in Progress. This resulted in understatement of Capital Work in Progress and current liabilities by ` 0.19 crore each.

4. Balance SheetB. Assets2. Current Assets(c) Trade Receivable (Note 13) - ` 6.68 crore.

The above amount includes ` 0.13 crore, shown as receivable from the M/s Narottum Plywood Industries since 2012-13 against the sales of Formaldehyde. As the amount has not been recovered for more than 4 years and the matter is under litigation, provisions for doubtful debt should have been created against the same. However, the Company has not made any such provisions. Non provisioning against the said receivables has resulted in overstatement of Sundry Debtors and profit for the year by ` 0.13 crore each.

B. COMMENT ON PROFITABILITY1. Statement of Profit and Loss

4. Expenses(d) Employee Benefit and Expenses: ` 32.87 crore

The above includes ` 2.01 crore being provision for the deficit amount in PF trust account for the period upto 31.03.2016. As the provision is made for meeting the deficit amount in the trust account for prior periods, the same should have been separately disclosed under ‘Notes to Accounts’ as per the requirements of the Companies Act, 2013 (refer item 5(m) of General instructions for preparation of profit and loss account under Schedule-III).2. Statement of Profit and Loss

A. Continuing Operations12. Tax Expenses (e) Deferred Tax : ` 0.15 crore (Note-25.6)

The above is overstated by ` 0.09 crore, due to inclusion of Land cost in the Written down Value of Depreciable Assets for creation of provision for deferred tax liabilities. As Land is a non depreciable assets no deferred tax liabilities will arise on account of difference in rate of depreciation under Income Tax Act and Companies Act. Thus inclusion of Land cost in the Written down Value of Depreciable Assets for calculating deferred tax liabilities resulted in understatement of profit for the year as well as understatement of ‘Deferred tax liabilities (net)- Non-current liabilities’ by ` 0.09 crore each.

AUDITORS’ REPORTC. Auditor’s Report on the Annual Accounts of 1. Assam Petrochemicals Ltd for the year 2016-17 dated 17 July 2017.

Sl No 2 of Basis for Qualified Opinion.Inviting reference to the above, it was pointed out that an amount of ` 6.27 crore on account of pay revision arrear salaries for the employees for the year 2009-10 & 2010-11 was not provided in the books of account. On scrutiny of records it was found that the Company has already paid an amount of ` 1 crore out of the total amount of ` 6.27 crore in the financial year 2015-16 and accordingly provided in the books of accounts. Hence, the above comment in the auditor’s report was incorrect to that extent.

For and on the behalf of the Comptroller and Auditor General of India

Sd/-Place: Guwahati (RASHMI AGGARWAL)Date: 05 /09/2017 Accountant General (Audit), Assam


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Independent Auditor’s Report

To

The Members of

ASSAM PETROCHEMICALS LIMITED

Report on the Financial Statements

We have audited the accompanying standalone financial statements of ASSSAM PETROCHEMICALS LIMITED, (“The Company”) which comprise the Balance Sheet as at March 31, 2017 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended on that date, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles Generally Accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014 (“the Rules”). This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free

from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have conducted the audit for the year ending on 31.03.2017 as per our appointment vide Letter No./CA.V/COY/ASSAM, APETRO (1)/106 dated 11.07.2016 by the C&AG of India.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.


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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Basis for Qualified Opinion

Amortization of ROC fees Expenses:1. Expenses related to ROC fees for enhancement of authorised share capital total amounting to ` 1,66,50,510/- had been amortized as per decision of the management from Financial Year 2012-13 @ ` 33,30,102/- per year, has been charged under Depreciation and Amortization expenses. On the basis of Accounting Standard (AS)-10 on Fixed Assets Para 9.2 under, The Companies Accounting Standards Rules, 2006, the whole expenses related to ROC fees for enhancement of authorised share capital of ` 1,66,50,510/- should have been charged to Capital Work in Progress as the amount is specifically incurred with a view for expansion of new project. As such the company had understated its profit for FY 2016-17, 2013-14, 2012-13 by ̀ 33, 30,102/- and overstated its loss for FY 2014-15 & 2015-16 by ` 33, 30,102/- each year. This matter was also qualified by us on the financial statements for the year ended 31st March’2016.

Provision for Pay revision of arrear salaries for 2. employees for the year 2009-10 & 2010-11 : As mentioned in CAG comments on the accounts for the year 2012-13 and as per qualified opinion of previous auditor `6,27,54,977/- being the arrear payable against pay revision of salaries of employees for the years 2009-10 & 2010-11 should have been provided for and shown under “Current Liabilities” instead of disclosing it under “Contingent Liabilities” as the same was approved by the Board of Directors of the Company and Government of Assam.

But no provision has been made by the Company charging to Statement of Profit and Loss ` 6, 27, 54,977/- (Previous year ended 31st March’2016

` 6, 27, 54,977/-) as “Prior period Items” and shown under “Short term provisions”. This has resulted in understatement of loss by ` 6,27,54,977/- and understatement of short term provisions by ` 6,27,54,977/- (Previous year ended 31st March’2016, ` 6,27,54,977/-, ` 6,27,54,977/-, respectively). This matter was also qualified by us on the financial statements for the year ended 31st March’2016.

Inventories of 3. ` 10.26 crore for FY 2015-16 includes 32 lakhs being the cost of non moving items, which had been suggested for writing off by the technical Committee and Board of Directors of the Company. Non provisioning against above non moving items has resulted in overstatement of loss for FY 2015-16 by ` 32 lakhs each.

Provision for deficit in PF Trust: As per the 4. Employees’ Provident Funds & Miscellaneous Provisions Act, 1952, PF Trust is liable to be audited and if there is any deficit in PF Trust Account, it is the responsibility of the Company to compensate for the deficit every year. According to the Audit report for FY 2015-16, balance of accumulated deficit as on 31st March’2016 is ` 2,01,33,149/-, out of which deficit for FY 2015-16 was ` 16,13,613/-. However, no such provision was made by the Company during the previous year FY 2015-16. As a result, the “Profit and Loss Account” & “Short term provisions” had been misstated for the previous year by ` 16,13,613/-.

Non availment of Service Tax Credit: Service Tax 5. Credit amounting to ` 283409/- had not been claimed on the following payments:

ì) 8,68,166/- on 17.08.2016 to Engineers India Ltd.

ìi) 2,29,493/- on 28.09.2016 to Engineers India Ltd.

ìii) 11,16,375/- on 01.02.2017 to Tata Consulting Engineers Ltd.


46

This had resulted in overstatement of Capital WIP & excess outflow for payment of taxes.

Treatment of MAT Credit: The Company had 6. MAT Credit Balance in FY 2012-13 of `49, 19,700/-, which the company failed to recognize in the books of account nor claimed in the income tax return for the said financial year, which it had written back to the balance of Profit & Loss Account in the previous year. This has resulted in understatement of Loss for FY 2015-16 by `49,19,700/-

Treatment of Income Tax Expense: The Company 7. had made excess Provision for Income Tax for FY 2014-15 by ` 36, 74, 395/-, which it had written back to the balance of Profit & Loss Account in the previous year. This has resulted in understatement of Loss for FY 2015-16 by ` 36,74,395/-.

Capital Work in Progress :8.

Administrative Building (Project): The a) Company had debited to Administrative Building Account (FY 2014-15 to Repairs & Maintenance) ` 12,59,195/- & credited to Prior Period Items by same amount during the FY 2015-16.

Administrative & Other Expenses(Project) b) :The Company had debited the related expenses to Capital Work-in Progress during the FY 2015-16 ` 1,50,40,679/- (Depreciation ` 22,15,175/- + Salary & Other Allowances ` 1,16,95,195/- + Project Travelling Expenses ` 10,66,203/- + Other Expenses ` 63,386/-) & whereas The Company had debited the related expenses to Profit & Loss Account during the FY 2014-15 ` 76,76,204/- (Salary & Other Allowances ` 71,49,318/- + Project Travelling Expenses ̀ 5,26,886/-). From the above, we are of the view that the Company has changed its Accounting Policies & Practices during FY 2015-16.

The CAG for F.Y. 15-16 had stated that the 9. Other Current Liabilities amounting to ` 3.35 crores, does not include penalty of ` 4.40 lakh, payable to the Securities & Exchange Board of India, for failure to appoint a Woman Director in the Board of Directors of the Company, as required under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement (Company listed in Bombay Stock Exchange). This resulted in understatement of current liabilities by ̀ 4.40 lakh as on 31.03.2017 & ` 4.40 lakh as on 31.03.2016 (previous year).

Applicability of The Insolvency and Bankruptcy 10. Code, 2016 (IBC): The provisions of the relevant Law is applicable to the Company. As reported by the management, an amount of ` 1,19,716/- is pending to be paid to Zean Lithos Co., which had been claimed, but not yet paid by the Company.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

the case of the Statement of Profit and Loss, of the a. loss for the year ended on that date.

in the case of the Balance Sheet, of the state of b. affairs of the Company as at March 31, 2017;

in the case of the Statement of Cash Flow, of the c. cash flow for the year ended on that date.

Emphasis of Matter

We draw attention to Note 5(b)(ii) and 1. Note 24.1 to the financial statements related to Equity capital money received from Government of Assam amounting


47

` 3,702 lakhs shown under other long term liabilities for which legal formalities relating to issue of share capital will be taken by the Board in due course as mentioned in above notes. Our opinion is not qualified in respect of this matter.

We draw attention to Note 25.10 to the 2. financial statements :

The Consolidated Financial Statements under section 129(3) of the Companies Act’2013, of the company and its subsidiary M/s. Pragjyotish Fertilizer and Chemicals Limited has not been prepared due to absence of Audited Financial Statements of the subsidiary company. Our opinion is not qualified in respect of this matter.

We draw attention to Note 25.11 to the 3. financial statements related to basis for calculation of depreciation:

In absence of proper fixed assets register, rate of depreciation under straight line method and written down value method on remaining useful life of respective assets is calculated on the basis of audited financial statements of previous years and other financial records. Our opinion is not qualified in respect of this matter.

4. Under utilisation of resources: It has been observed that Natural Gas transmission charges of ` 2,41,73,668/- has been incurred during the month of August’2017, whereas payment of ` 1,00,00,000/- had only been made against the same. The management had reported that this had occurred due to lack of consistent supply of Natural Gas by Oil India Ltd., which led to under production of Methanol in August by 339 MT & September by 248 MT based on average production for the months of July & October’ 2017. This had also resulted in loss of revenue to the Company by ` 1,14,34,760/- based on

average basic Selling Price per MT for the months of August & September’ 2016.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) 1. Order,2016, issued by the Central Government of India in exercise of powers conferred by sub-section 11 of section 143 of the Act, we enclose in Annexure “A” a statement on the matters specified in paragraphs 3 & 4 of the Order.

As required by sub-section 3 of section 143 of 2. the Act, we report that :

We have sought and obtained all the (a) information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

In our opinion, proper books of account (b) as required by law have been kept by the Company so far as it appears from our examination of those books.

The Balance Sheet, (c) Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

In our opinion, the aforesaid standalone (d) financial statements comply with the accounting standards specified under section 133 of the Act, read with Rule 7 of the Rules.

On the basis of the written representations (e) received from the Directors as on 31st March,2017 and taken on record by the Board of Directors, none of the Directors are disqualified as on 31st March,2017 from being appointed as a Director in terms of sub section 2 of section 164 of the Act.

With respect to the adequacy of the internal (f) financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report


48

in Annexure “B” and.

With respect to the other matters to (g) be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :

The Company has disclosed the impact i) of pending litigations on its financial position in its financial statements-Refer Note No. 24.2 to the financial statements;

Provision has been made in the financial ii) statements, as required under the

applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts-Refer Note No. 8 to the financial statements;

There has been no delay in transferring iii) amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For S P R K & CO.

Chartered Accountants

FRN : 321080E

Sd/-

Date: 17th July’2017 (JUBEE BHAGERIA)

Place: Guwahati Partner

Membership. No. 309103

Annexure“A” to the Independent Auditor’s Report-31st March, 2017

Referred to in our report of even date

1. (a) The company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) According to the information given to us, physical verification of fixed assets has not been done by the management during the year and as such material discrepancies with financial records, if any, could not be noticed and have not been dealt with in the books of account.

(c) According to the information and explanations given to us, the title deeds of the immoveable properties, as disclosed in note 9 to the financial statements are held in the name of the company.

2. The inventories of Stores, except goods-in-transit, has been physically verified at reasonable intervals during the year by the management. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on verification between the physical stocks and the

book records were not material.

3. The company had granted loan to two body corporate listed in the register maintained under section 189 of the Act.

(a) The Company has granted loan to its subsidiary M/s. Pragjyotish Fertilizers & Chemicals Limited which is `41,84,185/- and advance for Share Application Money to the Subsidiary Company is `4,80,000/- as on 31st March, 2016. The Company has made provision for the full amount i.e. `41,84,185/- and `4,80,000/- respectively considering them doubtful.

(b) The balance amount of principal for the loan given to Assam Tea Corporation Ltd. of `25,00,000/- is still overdue and total interest accrued and due ` 51,62,209 /- has not been received so far. Though the Company is pursuing through Govt. of Assam for the recovery of the balance amount of principal and the amount of interest overdue, however the steps are not reasonable in view of long overdue.


49

4. The company had not granted any loans or provided any guarantees or security to the parties covered under section 185 of the Act. The Company has complied with the provisions of Section 185 &186 of the Act in respect of investments made or loans or guarantee or security provided to the parties covered under section 185 & 186.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits in contravention of Directives issued by Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Act and the rules framed there under, where applicable . No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

6. We have broadly reviewed the records maintained by the company pursuant to the rules prescribed by the Central Government for maintenance of cost records under sub-section (1) of section 148 of the Act and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

7. (a) According to the information and explanations given to us and records of the company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education protection fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, Cess and other material statutory dues applicable to it, with appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service Tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31-March-2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of sales tax, value added tax, income tax, service tax, custom duty, wealth tax, excise duty and cess which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned below to this report.

Central Excise Act

Nature of Dues

Amount(`) Period to which the amount relates

Forum where dispute is pending

Central Excise Act’1944

Excise Duty & Penalty

5,04,54,714/- Febru-ary’2009 to Janu-ary’2011

CESTAT, Kolkata



2,09,56,450/- Febru-ary’2011 to Febru-ary’2012

CESTAT, Kolkata



40,49,747/- March’2012 to Janu-ary’2013

CESTAT, Kolkata



1,55,78,715/- Febru-ary’2013 to Octo-ber’2013

CESTAT, Kolkata



1,98,15,696/- Novem-ber’2013 Au-gust’2015

Com(A), Guwa-hati

8. As the Company does not have any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures, as at balance sheet date, the provisions of clause 3(viii) of the Order are not applicable to the Company.

The company has not raised money by way 1. of initial public offer or further public offer (including debt instrument) and term loans during the year. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

Based upon the audit procedures performed and 2. according to the information and explanations given to us, no fraud by the company or any fraud on the company by its officers or employees has


50

been noticed or reported during the course of our audit, that causes the financial statements to be materially misstated.

The Managerial remuneration has been paid 3. or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

In our Opinion and according to the information 4. and explanations given to us, the company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

According to the information and explanations 5. given to us and based on our examinations of the records of the Company, transactions with related parties are in compliance with sections 177 and 188 of the Act, where applicable. The details of such related party transactions have been disclosed in note no. 25.4.b of the financial statements as required under AS-18, Related Party Disclosures specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

According to the information and explanations 6.

given to us and based on our examinations of the records, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

According to the information and explanations 7. given to us and based on our examinations of the records, the Company has not entered into non cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

The company is not required to be registered 8. under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of clause 3(xvi) of the Order is not applicable to the Company.

For S P R K & CO.


FRN : 321080E

Sd/-





51

Annexure “B” to the Independent Auditor’s Report-31st March’ 2017 of Even Date on the Standalone Financial Statements of

Assam Petrochemicals Limted

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Assam Petrochemicals Limited as of 31stMarch, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by ICAI. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable standalone financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under

section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal


52

financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31, 2017:

The Company did not have an appropriate internal financial control system as explicated in the following material instances:

Lack of proper management of Creditors/Trade i) Payables like lagging of liability recognition for more than reasonable period even after

receipt of materials due to inefficient internal accounting cycle, non-payment/adjustment of security deduction of the creditors beyond reasonable period.

Fringe Benefit Tax refundable: Long Term Loans ii) & Advances contains FBT Refundable for A.Y. 07-08, 08-09 & 09-10 of ` 9986/-, 314080/- & 183205/- respectively. These advances are long pending. The steps taken by the management for recovery are not sufficient & satisfactory.

The Company had overstated the Other Short iii) Terms Loans of Loans & Advances as well as duties & taxes of Current Liabilities by ` 1,04,277/- as on 31.03.2017 & ` 1,32,627/- as on 31.03.2016 by not claiming the VAT TDS.

Quantity Discount & Turnover Discount: iv) The Company has been following the policy of debiting quantity & turnover discount to Turnover Account. During the year the Company had charged quantity & turnover discounts to the Turnover Account, resulting in understatement of Sales by ` 1,65,63,648/- (Previous year ` 1,96,03,592/-).

Forest Royalty: It has been observed that Forest v) Royalty had not been deducted while making payment to the Contractors for various kinds of civil construction undertaken during the year. This had led to loss to the State Government exchequer.

As per provisions of Companies Act’2013, a vi) separate register of Fixed Deposits should be kept for all investments made by company in fixed deposits with bank. Similarly, Account wise ledger should be maintained in tally for every fixed deposit with bank instead of one single ledger for all fixed deposits.

Weakness in Debtors/ Trade Receivables vii) management like lack of practice of timely reconciliation of account statements, long credit balance outstanding, unsystematic realisation and credit period allowed to the parties and non


53

adherence to the credit policy of the company, non release/ adjustment of CST Security Deposit collected from customers beyond reasonable period.

A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Qualified Opinion

In our opinion, except for the effects/possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2017, based on the internal control over financial reporting criteria established by the

Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2017 financial statements of the Company, and these material weaknesses do not affect our opinion on the financial statements of the Company.

For S P R K & CO.


FRN : 321080E

Sd/-





54

Balance Sheet as at 31 March, 2017

Particulars Note No.

As at 31 March, 2017 As at 31 March, 2016

` `

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 3 9,12,59,720 9,12,59,720

(b) Reserves and surplus 4 48,82,12,641 45,96,20,170

(c) Money received against share warrants

57,94,72,361 55,08,79,890

2 Share application money pending allotment - -

3 Non-current liabilities

(a) Long-term borrowings - -

(b) Deferred tax liabilities (net) 25.6 1,76,79,843 1,61,37,804

(c) Other long-term liabilities 5 38,00,70,837 38,07,96,119

(d) Long-term provisions - -

39,77,50,680 39,69,33,923

4 Current liabilities

(a) Short-term borrowings - -

(b) Trade payables 6 5,28,46,300 5,50,97,076

(c) Other current liabilities 7 5,57,28,122 3,35,32,452

(d) Short-term provisions 8 79,46,605 33,31,552

11,65,21,027 9,19,61,080

TOTAL 1,09,37,44,068 1,03,97,74,893

B ASSETS

1 Non-current assets

(a) Fixed assets

(i) Tangible assets 9.A 13,78,47,259 13,97,52,141

(ii) Intangible assets 9.B 3,26,449 3,03,961

(iii) Capital work-in-progress 9.D 28,49,85,200 16,61,56,182

(iv) Intangible Assets under Development - -

42,31,58,908 30,62,12,284

(b) Non-current investments 10.A - -

(c) Deferred tax assets (net) 25.6 - -

(d) Long-term loans and advances 10.B 4,80,31,651 6,59,80,722


55

Particulars Note No.


` `

(e) Other non-current assets 11 26,96,691 77,35,504

5,07,28,342 7,37,16,226

2 Current assets

(a) Current investments - -

(b) Inventories 12 10,06,90,904 10,25,86,172

(c) Trade receivables 13 6,67,70,097 3,21,89,575

(d) Cash and cash equivalents 14 43,22,82,804 49,41,59,815

(e) Short-term loans and advances 15 1,80,16,005 2,00,29,623

(f) Other current assets 16 20,97,006 1,08,81,198

61,98,56,817 65,98,46,383

TOTAL 1,09,37,44,068 1,03,97,74,893

See accompanying notes forming part of the financial statements ( 1 to 26

As per our report of even date attached. For and on behalf of the Board of Directors For SPRK & CO.Chartered Accountants FRN : 321080E Sd/- Sd/- Sd/- Sd/-(CA. Jubee Bhageria) (Uttam Bailung) (Ratul Bordoloi) (Jagadish Bhuyan) Partner Company Secretary Managing Director ChairmanM.No. 309103 (M.No.:FCS-7254) (DIN:03315766) (DIN:01308520)Place : Guwahati Date : 17th July, 2017


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Statement of Profit and Loss for the year ended 31 March, 2017

ParticularsNote No.

For the year ended 31 March, 2017


` ` A CONTINUING OPERATIONS 1 Revenue from operations (gross) 17 91,72,52,349 80,80,81,813 Less: Excise duty 17 9,40,83,965 8,50,03,375 Revenue from operations (net) 82,31,68,384 72,30,78,438 2 Other income 18 3,45,47,155 4,45,73,760 3 Total revenue (1+2) 85,77,15,539 76,76,52,198 4 Expenses : (a) Cost of materials consumed 19.A 30,22,63,477 43,41,85,174 (b) Purchases of stock-in-trade - -

(c) Changes in inventories of finished goods,WIP and stock-in-trade 19.B 31,87,518 54,73,618

(d) Employee benefits expense 20 32,87,18,149 33,22,29,730 (e) Finance costs 21 66,206 2,21,592 (f) Depreciation and amortisation expense 9E 1,36,33,245 1,29,06,395

(g) Other expenses 22 17,59,05,772 19,74,80,156 Total expenses 82,37,74,367 98,24,96,665

5Profit / (Loss) before prior period,exceptional and extraordinary items and tax (3 - 4) 3,39,41,172 (21,48,44,467)

6 Prior Period Items 23.A 32,34,585 9,05,937

7Profit / (Loss) before exceptional and extraordinary items and tax (5 - 6) 3,07,06,587 (21,57,50,404)

8 Exceptional items 23.B - (43,387)

9Profit / (Loss) before extraordinary items and tax (7 + 8)

3,07,06,587 (21,57,07,017)

10 Extraordinary items 11 Profit / (Loss) before tax (9 + 10) 3,07,06,587 (21,57,07,017)12 Tax expense: (a) Current tax expense for current year 26,78,528 - (b) MAT credit entitlement (26,78,528) (49,19,700) (c) Tax expense relating to prior years 5,72,077 (36,74,395) (d) Net current tax expense - - (e) Deferred tax 25.6 15,42,039 1,47,83,910

13Profit / (Loss) from continuing operations (11 +12)

2,85,92,471 (22,18,96,832)

B DISCONTINUING OPERATIONS

14.iProfit / (Loss) from discontinuing operations (before tax) - -

14.iiGain / (Loss) on disposal of assets / settlement of liabilities attributable to the discontinuing operations

- -

14.iiiAdd / (Less): Tax expense of discontinuing operations -


57

ParticularsNote No.



` `

(a) on ordinary activities attributable to the

discontinuing operations - -

(b) on gain / (loss) on disposal of assets / settlement

of liabilities - -

15Profit / (Loss) from discontinuing operations (14.i + 14.ii + 14.iii)

-

C TOTAL OPERATIONS 16 Profit / (Loss) for the year (11 + 13) 2,85,92,471 (22,18,96,832)

17.i Earnings per equity share (of ` 10/- each): (a) Basic (i) Continuing operations 25.5.a 3.14 (24.33) (ii) Total operations 25.5.b 3.14 (24.33) (b) Diluted (i) Continuing operations 25.5.e 3.14 (24.33) (ii) Total operations 25.5.f 3.14 (24.33)

17.ii Earnings per equity share (excluding extraordinary items) (of ` 10/- each):

(a) Basic (i) Continuing operations 25.5.c 3.14 (24.33) (ii) Total operations 25.5.d 3.14 (24.33) (b) Diluted (i) Continuing operations 25.5.g 3.14 (24.33) (ii) Total operations 25.5.h 3.14 (24.33)

See accompanying notes forming part of the financial statements ( 1 to 26 )

Statement of Profit and Loss for the year ended 31 March, 2016 (contd.)

As per our report of even date attached. For and on behalf of the Board of Directors For SPRK & CO.Chartered Accountants FRN : 321080E Sd/- Sd/- Sd/- Sd/-(CA. Jubee Bhageria) (Uttam Bailung) (Ratul Bordoloi) (Jagadish Bhuyan) Partner Company Secretary Managing Director ChairmanM.No. 309103 (M.No.:FCS-7254) (DIN:03315766) (DIN:01308520)Place : Guwahati Date : 17th July, 2017


58

Cash Flow Statement for the year ended 31 March, 2017

Particulars For the year ended

31 March, 2017 For the year ended

31 March, 2016

` ` ` `

A. Cash flow from operating activities Net Profit / (Loss) before extraordinary items and tax 3,07,06,587 (21,57,07,017)Adjustments for:

Depreciation and amortisation 1,36,33,245 1,29,06,395 Finance costs - - Interest income (2,51,91,289) (4,07,00,705) Liabilities / provisions no longer required written

back -

Other Non Operative Items - Other Non Cash Items 21,67,725 (6,50,007) Capital Subsidy Written Back - (93,90,319) (43,387) (2,84,87,704)

Operating profit / (loss) before working capital changes 2,13,16,268 (24,41,94,721)Changes in working capital: Adjustments for (increase) / decrease in operating assets:

Inventories 18,95,268 84,33,024 Trade receivables (3,45,80,523) 26,88,678 Short-term loans and advances 20,13,618 16,31,116 Long-term loans and advances 41,14,358 9,76,044 Other current assets 87,84,192 1,27,60,059 Other non-current assets - -

Adjustments for increase / (decrease) in operating liabilities:

Trade payables (22,50,776) (54,00,419) Other current liabilities 2,21,95,670 (16,19,941) Other long-term liabilities (7,25,282) 37,80,866 Short-term provisions 46,15,053 (4,74,448) Long-term provisions - 60,61,578 - 2,27,74,979

2,73,77,846 (22,14,19,742)Cash flow from extraordinary items - - Cash generated from operations 2,73,77,846 (22,14,19,742)Net income tax (paid) / refunds 1,38,34,713 (87,24,693)Net cash flow from / (used in) operating activities (A) 4,12,12,559 (23,01,44,435)

B. Cash flow from investing activities

Capital expenditure on fixed assets, including capital advances (12,82,80,859) (11,80,28,266)

Interest received - Subsidiaries - Associates


59



31 March, 2016

` ` ` `

- Joint ventures - Others 2,51,91,289 4,07,00,705 Sale of Discarded Assets Cash flow from extraordinary items Net income tax (paid) / refunds Net cash flow from / (used in) investing activities (B) (10,30,89,570) (7,73,27,561)

C. Cash flow from financing activities

Advance against equity participation received / (refunded) 20,00,00,000

Dividend (including dividend distribution tax) - -

Interest Paid - -

Cash flow from extraordinary items

Net cash flow from / (used in) financing activities (C) - 20,00,00,000 Net increase / (decrease) in Cash and cash equivalents (A+B+C)

(61,877,011) (107,471,996)

Cash and cash equivalents at the beginning of the year 49,41,59,815 60,16,31,811

Effect of exchange differences on restatement of foreign currency Cash and cash equivalents - -

Cash and cash equivalents at the end of the year 43,22,82,804 49,41,59,815

Reconciliation of Cash and cash equivalents with the Balance Sheet:

Cash and cash equivalents as per Balance Sheet (Refer Note 14) 43,22,82,804 49,41,59,815

Less: Bank balances not considered as Cash and cash equivalents as defined in AS 3 Cash Flow Statements (give details)

- -

Net Cash and cash equivalents (as defined in AS 3 Cash Flow Statements) 432,282,804 49,41,59,815

Add: Current investments considered as part of Cash and cash equivalents (as defined in AS 3 Cash Flow Statements)

- -

Cash and cash equivalents at the end of the year * 43,22,82,804 49,41,59,815

* Comprises:

(a) Cash on hand 31,206 62,810

(b) Cheques, drafts on hand

(c) Balances with banks

(i) In current accounts 1,21,17,563 3,57,54,343

(ii) In EEFC accounts

(iii) In deposit accounts with original maturity of less than 12 months 20,72,49,900 13,86,18,174

(iv) In earmarked accounts (Advance against Equity Paticipation) 21,27,19,225 31,95,15,339


60



31 March, 2016

` ` ` `

(d) Others (Unpaid Dividend) 1,64,911 2,09,149

(e) Current investments considered as part of Cash and cash equivalents - -

432,282,804 494,159,815

Notes: (i) The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discounting

operations. (ii) These earmarked account balances with banks can be utilised only for the specific identified purposes.See accompanying notes forming part of the financial statements ( 1 to 26 )As per our report of even date attached. For and on behalf of the Board of Directors For SPRK & CO.Chartered Accountants FRN : 321080E Sd/- Sd/- Sd/- Sd/-(CA. Jubee Bhageria) (Uttam Bailung) (Ratul Bordoloi) (Jagadish Bhuyan) Partner Company Secretary Managing Director ChairmanM.No. 309103 (M.No.:FCS-7254) (DIN:03315766) (DIN:01308520)Place : Guwahati Date : 17th July, 2017

Notes forming part of the financial statementsNote Particulars

1 Corporate information

The company was incorported on 22.04.1971 with a view to use Natural Gas as feedstock to produce Methanol. Currently the company is engaged in manufacture and marketing of two versatile industrial petrochemical products i.e. methanol and formaldehyde. The profitability of the company is largely dependent on the price of methanol in the international market which has direct impact on domestic price of methanol.

2 Significant accounting policies:

2.1 Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

2.2 Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.


61

Note Particulars

2.3 Inventories

Items of inventories are measured at lower of cost or net realizable value, after providing for obsolescence, if any. Cost of inventories comprises of all cost of purchase, cost of conversion and other cost incurred in bringing them to their respective present location and condition. Cost of raw-materials, process chemicals, stores and spares, packing materials, and other products are determined on weighted average basis. Cost of production of finished stocks is determined on by absorption costing method. In calculating the valuation of unsold finished stock, overhead expenses have been absorbed up to the stage of Production only.

2.4 Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

2.5 Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

2.6

Depreciation and amortisationDepreciation on tangible assets except plant & machinery and electrical equipement is provided on written down value method over the useful life as prescribed in Schedule II of the Companies Act. 2013. Depreciation on plant & machinery and electrical equipement is provided on straight line method over the useful life as prescribed in Schedule II of the Companies Act 2013.Depreciation for assets purchased/sold during the period is proportionately charged.

Intangible assets are amortised over their estimated useful life. ‘The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year and the amortisation method is revised to reflect the changed pattern.

2.7 Revenue recognition

Sale of goods Sales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of

ownership to the buyer, which generally coincides with the delivery of goods to customers. Sales include excise duty but exclude sales tax and value added tax.

2.8 Other income

Interest income is accounted on accrual basis. Dividend income is accounted for when the right to receive it is established.2.9 Tangible fixed assets

Fixed assets are carried at cost less accumulated depreciation and impairment losses, if any. The cost of fixed assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use and other incidental expenses incurred up to that date. Exchange differences arising on restatement / settlement of long-term foreign currency borrowings relating to acquisition of depreciable fixed assets are adjusted to the cost of the respective assets and depreciated over the remaining useful life of such assets. Machinery spares which can be used only in connection with an item of fixed asset and whose use is expected to be irregular are capitalised and depreciated over the useful life of the principal item of the relevant assets. Subsequent expenditure relating to fixed assets is capitalised only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance.

Fixed assets acquired and put to use for project purpose are capitalised and depreciation thereon is included in the project cost till commissioning of the project.

Fixed assets retired from active use and held for sale are stated at the lower of their net book value and net realisable value and are disclosed separately in the Balance Sheet.


62

Note Particulars

Capital work-in-progress: Projects under which assets are not ready for their intended use and other capital work-in-progress are carried

at cost, comprising direct cost, related incidental expenses and attributable interest.2.10 Intangible assets

Intangible assets are carried at cost less accumulated amortisation and impairment losses, if any. The cost of an intangible asset comprises its purchase price, including any import duties and other taxes (other than those subsequently recoverable from the taxing authorities), and any directly attributable expenditure on making the asset ready for its intended use and net of any trade discounts and rebates. Subsequent expenditure on an intangible asset after its purchase / completion is recognised as an expense when incurred unless it is probable that such expenditure will enable the asset to generate future economic benefits in excess of its originally assessed standards of performance and such expenditure can be measured and attributed to the asset reliably, in which case such expenditure is added to the cost of the asset.

2.11 Foreign currency transactions and translations Initial recognition Transactions in foreign currencies entered into by the Company and its integral foreign operations are

accounted at the exchange rates prevailing on the date of the transaction or at rates that closely approximate the rate at the date of the transaction.

Measurement of foreign currency monetary items at the Balance Sheet date Foreign currency monetary items (other than derivative contracts) of the Company and its net investment in

non-integral foreign operations outstanding at the Balance Sheet date are restated at the year-end rates.In the case of integral operations, assets and liabilities (other than non-monetary items), are translated at the exchange rate prevailing on the Balance Sheet date. Non-monetary items are carried at historical cost. Revenue and expenses are translated at the average exchange rates prevailing during the year. Exchange differences arising out of these translations are charged to the Statement of Profit and Loss.

Treatment of exchange differences Exchange differences arising on settlement / restatement of short-term foreign currency monetary assets

and liabilities of the Company and its integral foreign operations are recognised as income or expense in the Statement of Profit and Loss. The exchange differences on restatement / settlement of loans to non-integral foreign operations that are considered as net investment in such operations are accumulated in a “Foreign currency translation reserve” until disposal / recovery of the net investment.The exchange differences arising on restatement / settlement of long-term foreign currency monetary items are capitalised as part of the depreciable fixed assets to which the monetary item relates and depreciated over the remaining useful life of such assets or amortised on settlement / over the maturity period of such items if such items do not relate to acquisition of depreciable fixed assets. The unamortised balance is carried in the Balance Sheet as “Foreign currency monetary item translation difference account” net of the tax effect thereon.

2.12 Government grants, subsidies and export incentives Government grants and subsidies are recognised when there is reasonable assurance that the Company will

comply with the conditions attached to them and the grants / subsidy will be received. Government grants whose primary condition is that the Company should purchase, construct or otherwise acquire capital assets are presented by deducting them from the carrying value of the assets. The grant is recognised as income over the life of a depreciable asset by way of a reduced depreciation charge.

Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same.

Government grants in the nature of promoters’ contribution like investment subsidy, where no repayment is ordinarily expected in respect thereof, are treated as capital reserve. Government grants in the form of non-monetary assets, given at a concessional rate, are recorded on the basis of their acquisition cost. In case the non-monetary asset is given free of cost, the grant is recorded at a nominal value.Other government grants and subsidies are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis.


63

Note Particulars

2.13 Investments

Long-term investments (excluding investment properties), are carried individually at cost less provision for diminution, other than temporary, in the value of such investments. Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees and duties. Investment properties are carried individually at cost less accumulated depreciation and impairment, if any. Investment properties are capitalised and depreciated (where applicable) in accordance with the policy stated for Tangible Fixed Assets. Impairment of investment property is determined in accordance with the policy stated for Impairment of Assets.

2.14 Employee benefits

Employee benefits include provident fund, superannuation fund, gratuity fund, compensated absences, long service awards and post-employment medical benefits.

Defined contribution plans The Company’s contribution to provident fund and superannuation fund are considered as defined contribution

plans. Provident fund is recognised based on the undiscounted obligations of the company to contribute to the plan. Defined benefit plans

For defined benefit plans in the form of gratuity fund and post-employment medical benefits, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the schemes.

Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. The cost of such compensated absences is accounted as under :(a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and(b) in case of non-accumulating compensated absences, when the absences occur.

Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date less the fair value of the plan assets out of which the obligations are expected to be settled. Long Service Awards are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date.

2.15 Employee share based payments

The Company has no Employee Stock Option Schemes (ESOS) in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.


64

Note Particulars

2.16 Borrowing costs

Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset upto the date of capitalisation of such asset is added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.

2.17 Segment reporting

The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance. Management has identified two reportable business segments namely Methanol & Formalin and Siliguri has been identified as a geographical segment.

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment. Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors. Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”.

2.18 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

2.19 Taxes on income

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.


65

Note Particulars

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised only if there is virtual certainty that there will be sufficient future taxable income available to realise such assets. Deferred tax assets are recognised for timing differences of other items only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each Balance Sheet date for their realisability. Current and deferred tax relating to items directly recognised in equity are recognised in equity and not in the Statement of Profit and Loss.

2.20 Impairment of assets

The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment. If any indication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, except in case of revalued assets.

2.21 Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.

2.22 Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that there is no uncertainty in receiving the claims.

2.23 Service tax input credit

Service tax input credit is accounted for in the books in the period in which the underlying service received is accounted and when there is no uncertainty in availing / utilising the credits.

2.24 Employee Separation Cost :

Compensation to employees who have opted for retirement under voluntary retirement scheme of the company is debited to the Profit and Loss Account in the year of payment.

2.25 Dearness Allowance :

Dearneess Allowance accrues after being approved by the Board of Directors and accordingly is charged to the Statement of Profit and Loss in the year of approval.

2.26 Other Non Current Assets :

The value of Non Current Assets includes value of unamortised catalyst which are amortised on the basis of the utilisation certificates of the Engineering Department.

2.27 Excise Duty :

Excise duty is accounted on the basis of, both, payment made in respect of goods cleared as also provision made for goods lying in excise bonded tank.


66

Notes forming part of the financial statementsNote 3 Share Capital

Particulars


Number of shares

` Number of

shares `

(a) Authorised

Equity shares of ` 10/- each with voting rights 50,00,00,000 5,00,00,00,000 50,00,00,000 5,00,00,00,000

Redeemable Cumm. preference shares of ` 100/- each

- -

50,00,00,000 5,00,00,00,000 50,00,00,000 5,00,00,00,000

(b) Issued

Equity shares of ` 10/- each with voting rights 91,35,047 9,13,50,470 91,35,047 9,13,50,470

(c) Subscribed and fully paid up

Equity shares of ` 10/- each with voting rights 91,19,947 9,11,99,470 91,19,947 9,11,99,470

(8939940 Shares held by AIDCL (Holding Company))

(d) Subscribed but not fully paid up

Amount received and Forfeited 15,100 60,250 15,100 60,250

Total 91,35,047 9,12,59,720 91,35,047 9,12,59,720

Particulars

Notes:

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

ParticularsOpening Balance

Fresh issue

Bonus ESOP Conversion Buy back Other

changesClosing Balance

Equity shares with voting rights

Year ended 31 March, 2017

- Number of shares 91,19,947 - - - - - - 91,19,947

- Amount (`) 9,11,99,470 - - - - - - 9,11,99,470

Year ended 31 March, 2016

- Number of shares 91,19,947 - - - - - - 91,19,947

- Amount (`) 9,11,99,470 - - - - - - 9,11,99,470


67

Notes forming part of the financial statementsNote 4 Reserves and Surplus

Particulars As at 31 March, 2017 As at 31 March, 2016

` `

(a) Capital reserve Opening balance 13,625 13,625 Add: Additions during the year - - Less: Utilised / transferred during the year - - Closing balance 13,625 13,625

(b) Capital redemption reserve Opening balance 1,10,29,100 1,10,29,100 Add: Additions during the year - - Less: Utilised during the year - - Closing balance 1,10,29,100 1,10,29,100

(g) General reserve Opening balance 74,13,08,603 74,13,08,603

(ii) Shareholders holding more than 5% of Shares

Name of the Shareholders As at 31 March, 2017 As at 31 March, 2016

Number of shares

Amount originally paid up

`

Number of shares

Amount origi-nally

paid up `

Assam Industrial Development Corporation Ltd. 89,39,940 98.03% 80,41,540 88.18%

IDBI Bank Ltd. - - 8,52,500 9.35%

Particulars

(iii) Details of forfeited shares

Class of shares As at 31 March, 2017 As at 31 March, 2016

Number of shares

Amount originally paid up

`

Number of shares

Amount origi-nally

paid up `

Equity shares with voting rights 15,100 60,250 15,100 60,250

(iv) Rights, preference and restrictions attached :

Particulars Equity Shares

Distribution of Dividend As approved by the shareholders in AGMRepayment of Capital Not Fixed


68

Note 5 Other long-term liabilities

ParticularsAs at 31 March, 2017 As at 31 March, 2016

` ` (a) Trade Payables: (b) Others:

(i) Trade / Security deposits received 98,70,837 1,05,96,119 (ii) Advance for Equity Participation* 37,02,00,000 37,02,00,000

Total 38,00,70,837 38,07,96,119 5(I) The company is setting up a 500TPD Methanol and 200 TPD Formalin Project. To mobilize the requisite capital for the project, the company has decided to raise the fund partly by issuing additional equity. On the basis of proposal made by the company, Govt. of Assam had sanctioned ` 37.02 crores till 31st March, 2017. Since the money received against the equity perticipation of Govt. of Assam in 500 TPD Methanol and 200 TPD Formalin Project, the fund will be utilised for the implementation of the project. It is therefore shown under the head “Advance against Equity Participation”. All formalities for issue of additional share capital are under process and decision will be taken in due course after comple-tion of the formalities. Note 6 Trade Payables


` ` Trade payables:

Acceptances 5,28,46,300 5,50,97,076 Other than Acceptances - -

Total 5,28,46,300 5,50,97,076


` `

Add: Transferred from surplus in Statement of Profit and Loss - - Less: Utilised / transferred during the year for Sch. II of Companies

Act 2013

Closing balance 74,13,08,603 74,13,08,603 (j) Deffered Capital Subsidy

Opening balance - 43,387 Add: Additions / transfers during the year - - Less: Utilisations / transfers during the year - 43,387 Closing balance - -

(k) Surplus / (Deficit) in Statement of Profit and Loss

Opening balance (29,27,31,158) (7,08,34,326)Add: Profit / (Loss) for the year 2,85,92,471 (22,18,96,832)Less: Dividends proposed to be distributed to equity

shareholders - -

Tax on dividend - - Transferred to General Reserve - -

Closing balance (26,41,38,687) (29,27,31,158)Total 48,82,12,641 45,96,20,170


69

Note 7 Other current liabilities :


` `

(a) Unpaid dividends 1,64,874 2,09,257

(b) Earnest Money 19,79,235 21,37,144

(c) Other payables

(i) Statutory remittances (Contributions to PF and ESIC,Excise Duty, VAT, Service Tax, etc.) 3,13,61,263 85,04,423

(ii) Contractually reimbursable expenses - -

(iii) Salaries & Wages payables 1,30,15,889 1,43,78,464

(iv) Advances from customers 3,75,681 -

(v) Others (Work Bill Payable) 15,44,115 40,36,588

(v) Others (Misc.) 72,87,066 42,66,576

Total 5,57,28,122 3,35,32,452

Note 8 Short-term provisions


` `

(a) Provision for employee benefits:

(i) Provision for bonus & ex-gratia 33,08,749 29,30,052

(ii) Provision for other defined contribution plans (net) 16,10,198 -

49,18,947 29,30,052

(b) Provision - Others:

(i) Provision for tax 26,78,528 -

(ii) Provision - others (Audit Fee) 3,49,130 4,01,500

30,27,658 4,01,500

Total 79,46,605 33,31,552


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73

Unamortised Catalyst

PARTICULARS (Value in `)

As at 31-03-17 As at 31-03-16

Value of Catalyst issued 44,05,402 53,57,806

Amortised during the year on the basis of technical

certificate of 100000 MT of Methanol production 17,08,711 9,52,404

Balance Unamortised amount 26,96,691 44,05,402

9C. AMORTISATION EXPENSES

PARTICULARS(Value in `)

As at 31-03-17 As at 31-03-16

Value of catalyst consumed 17,08,711 9,52,404

Fee for increase of authorised capital 33,30,102 33,30,102

Total amortised amount for the year 50,38,813 42,82,506

9D. CAPITAL WORK IN PROGRESS

PARTICULARS (Value in `)

As at 31-03-17 As at 31-03-16

METHANOL PLANT 500TPD 28,49,85,200 16,61,56,182

TOTAL 28,49,85,200 16,61,56,182

9E.Depreciation and amortisation relating to continuing operations:

Particulars



` `

Depreciation and amortisation for the year on tangible assets as per Note 9 A

1,12,39,599 1,08,10,021

Depreciation and amortisation for the year on intangible assets as per Note 9 B

1,39,629 29,043

Amortisation of Pre-operative expenses for the year on intangible assets as per Note 9 C

50,38,813 42,82,506

Less: Utilised in CWIP (27,84,796) (22,15,175)

Depreciation and amortisation relating to discontinuing operations

- -

Depreciation and amortisation relating to continuing operations 1,36,33,245 1,29,06,395


74

Notes forming part of the financial statementsNote 10 A Non Current Investment


` ` Other than Trade Investment Invest in Pragjyotish Fertilizers & Chemicals Ltd. (PFCL) (A subsidiary company) 100000 Equity Shares of `100/-each (55.55% of total Shares) 1,00,00,000 1,00,00,000 Less: Provision for Dimunition in the value of Investment 1,00,00,000 1,00,00,000 Net Value of Investment in Shares - - Note 10 B Long-term loans and advances


` ` (a) Security deposits

Secured, considered good Unsecured, considered good 2,04,13,861 1,76,31,044 Doubtful

2,04,13,861 1,76,31,044 Less: Provision for doubtful deposits - -

2,04,13,861 1,76,31,044 (b) Loans and advances to related parties (Refer Note 25.4)

Secured, considered good Unsecured, considered good - Doubtful 46,64,185 46,64,185 46,64,185 46,64,185 Less: Provision for doubtful loans and advances 46,64,185 46,64,185

- - (c) Loans and advances to employees

Secured, considered good - Unsecured, considered good 37,12,976 56,90,451 Doubtful - - 37,12,976 56,90,451 Less: Provision for doubtful loans and advances - -

37,12,976 56,90,451 (d) Advance income tax - Unsecured, considered good 2,10,23,977 3,48,58,690 (e) MAT credit entitlement - Unsecured, considered good - 49,19,700 (f) Other loans and advances

Secured, considered good Unsecured, considered good 28,80,837 28,80,837 Doubtful 7,50,000 7,50,000 2,46,54,814 4,34,09,227 Less: Provision for other doubtful loans and advances 7,50,000 7,50,000

2,39,04,814 4,26,59,227 Total 4,80,31,651 6,59,80,722


75

Note 11 Other non-current assets


` `

(a) Unamortised expenses (i) ROC Fee for Increase of Authorised Capital - 33,30,102

(d) Others: (i) Others (Stock of Unamortised Catlyst) 26,96,691 44,05,402

Total 26,96,691 77,35,504

Note 12 Inventories(At lower of cost and net realisable value)


` `

(a) Finished goods (other than those acquired for trading) 78,08,147 1,09,95,665 Goods-in-transit -

78,08,147 1,09,95,665 (b) Stores and spares 9,20,74,559 9,06,22,035

Goods-in-transit - - 9,20,74,559 9,06,22,035 (c) Loose tools 8,08,199 9,68,472

Goods-in-transit - - 8,08,199 9,68,472

Total 10,06,90,904 10,25,86,172 Note 13 Trade Receivables


` `

Trade receivables outstanding for a period exceeding six months from the date they were due for payment

Secured, considered good - Unsecured, considered good 40,30,951 28,34,949 Doubtful - - 40,30,951 28,34,949 Less: Provision for doubtful trade receivables - -

40,30,951 28,34,949 Other Trade receivables

Secured, considered good 2,60,38,417 79,72,555 Unsecured, considered good 3,67,00,730 2,13,82,071 Doubtful - 6,27,39,147 2,93,54,626 Less: Provision for doubtful trade receivables -

6,27,39,147 2,93,54,626

Total 6,67,70,097 3,21,89,575


76

Note 14 Cash and cash equivalents


` `

(a) Cash on hand 31,206 62,810

(b) Cheques, drafts on hand

(c) Balances with banks

(i) In current accounts 1,21,17,563 3,57,54,343

(ii) In EEFC accounts

(iii) In deposit accounts upto 3 months maturity 9,68,81,288 5,69,00,000

(iv) In earmarked accounts

- Unpaid dividend accounts 1,64,911 2,09,149

- Other earmarked accounts(Refer Note (i) ) 21,27,19,225 31,95,15,339

(d) Fixed Deposits with Banks:

(i) With more than 3 months and upto 1 year maturity 11,03,68,612 8,17,18,174

(ii) With more than 1 year maturity

Total 43,22,82,804 49,41,59,815

Details of Specified Bank Notes (SBN) held and transacted during the period 08-11-2016 to 30-12-2016:

Particulars Other

Denomination Notes

Total

Closing cash in hand as on 08-11-2016 46,090 2,89,090

Add: Permitted receipts 4,19,620 4,19,620

4,65,710 7,08,710

Less: Permitted payments 3,61,133 3,61,133

1,04,577 3,47,577

Less: Amount deposited in Bank - 2,43,000

Closing cash in hand as on 30-12-2016 1,04,577 1,04,577

Notes:

(i) Balances with banks - Other earmarked accounts represents ` 37,02,00,000/- received against the equity participation of Govt. of Assam.


77

Note 15 Short-term loans and advances


` ` (a) Loans and advances to employees

Secured, considered good - - Unsecured, considered good 1,32,51,313 1,50,12,342 Doubtful - -

1,32,51,313 1,50,12,342 Less: Provision for doubtful loans and advances - -

1,32,51,313 1,50,12,342 (b) Prepaid expenses - Unsecured, considered good 20,77,154 19,34,987 (c) Balances with government authorities

Unsecured, considered good (i) CENVAT credit receivable 7,73,201 13,29,876 (ii) VAT credit receivable 1,04,277 1,32,627 (iii) Service Tax credit receivable 6,50,586 5,82,616 (iv) Revenue Stamp 4,712 406

(d) Others (Advance to Suppliers & Contractors, etc) Secured, considered good Unsecured, considered good 11,54,762 10,36,769 Doubtful - -

11,54,762 10,36,769 Less: Provision for other doubtful loans and advances - -

11,54,762 10,36,769 Total 1,80,16,005 2,00,29,623

Note 16 Other current assets


` ` (a) Accruals

(i) Interest accrued on deposits 20,97,006 1,08,81,198 (ii) Interest accrued on investments - - (iii) Interest accrued on trade receivables - -

Total 20,97,006 1,08,81,198

Note 17 Revenue from operations



31 March, 2016

` ` (a) Sale of products (Refer Note (i)) 91,72,52,349 80,80,81,813 91,72,52,349 80,80,81,813 Less:

(b) Excise duty 9,40,83,965 8,50,03,375 Total 82,31,68,384 72,30,78,438


78

Note Particulars For the year ended


31 March, 2016

` ` (i) Sale of products comprises: Manufactured goods

Methanol (Gross) 27,17,90,726 21,15,94,476 Less: Sales Tax (i.e. VAT & CST) 60,91,181 59,24,934 Less: Quantity Discount 13,03,668 16,15,387 26,43,95,877 20,40,54,155 Formalin (Gross) 68,48,95,009 63,72,08,545 Less: Sales Tax (i.e. VAT & CST) 1,67,78,557 1,51,92,682 Less: Quantity Discount 1,52,59,980 1,79,88,205 65,28,56,472 60,40,27,658

(ii) Others Total - Sale of products 91,72,52,349 80,80,81,813

Note 18 Other Income

Particulars



` `

(a) Interest income (Refer Note (i)) 3,16,38,322 4,07,00,705

(b) Net gain on foreign currency transactions and translation 505 1,23,501

(c) Other non-operating income (net of expenses directly attributable to such income) (Refer Note (ii)) 29,08,328 37,49,554

Total 3,45,47,155 4,45,73,760



31 March, 2016

` `

(i) Interest income comprises: Interest from banks on: deposits 2,51,91,289 4,07,00,705 other balances Interest on loans and advances 33,86,029 - Other interest 30,61,004 Total - Interest income 3,16,38,322 4,07,00,705

(ii) Other non-operating income comprises:

Miscellaneous income [net of expenses directly attributable] 29,08,328 37,49,554

Total - Other non-operating income 29,08,328 37,49,554


79

Note 20 Employee benefits expense



31 March, 2016

` ` Salaries and wages 26,98,37,055 29,10,35,854 Contributions to provident and other funds 5,08,21,526 2,95,47,934 Staff welfare expenses 80,59,568 1,16,45,942

Total 32,87,18,149 33,22,29,730

Note 21 Finance costs



31 March, 2016

` ` (a) Interest expense on:

(i) Borrowings - - (ii) Trade payables - - (iii) Interest on Income Tax 66,206 2,21,592 (iv) Exchange Flucation Loss - -

Total 66,206.00 2,21,592

Note 19.a Cost of materials consumed



31 March, 2016 ` `

Opening stock - - Add: Purchases 30,22,63,477 43,41,85,174 30,22,63,477 43,41,85,174 Less: Closing stock - -

Cost of material consumed 30,22,63,477 43,41,85,174 Material consumed comprises: Natural Gas 27,90,08,619 40,97,68,257 Raw Material Chemicals 33,53,538 44,93,304 Gas Transmission Charges 1,99,01,320 1,99,23,613

Total 30,22,63,477 43,41,85,174

Note 19.b Changes in inventories of finished goods, work-in-progress and stock-in-trade



31 March, 2016 ` `

Inventories at the end of the year: Finished goods 78,08,147 1,09,95,665 Finished goods-in transit - 78,08,147 1,09,95,665 Inventories at the beginning of the year: Finished goods 1,09,95,665 1,64,69,283 Finished goods-in transit - -

1,09,95,665 1,64,69,283 Net (increase) / decrease 31,87,518 54,73,618


80

Note 22 Other Expenses



31 March, 2016

` `

Consumption of stores and spare parts 81,48,156 1,81,12,873 Consumption of loose tools 1,81,498 2,32,163 Consumption of Other spares & materials 15,70,755 18,70,354 Increase / (decrease) of excise duty on inventory 3,54,169 -6,08,179 Power and fuel 11,88,01,198 11,64,88,365 Water 13,90,281 16,56,645 Formalin Conversion Expenses - 27,54,180 Repairs and maintenance - Buildings 58,42,852 56,68,437 Repairs and maintenance - Machinery 49,86,089 76,91,629 Repairs and maintenance - Others 9,35,229 10,52,708 Insurance 16,83,297 22,79,119 Rates and taxes 7,43,298 22,54,837 Corporate Social Responsibility Expenses 1,10,30,058 1,18,55,989 Travelling and conveyance 39,62,790 51,56,586 Printing and stationery 7,18,363 16,79,172 Freight and forwarding 2,21,413 - Sales commission 57,86,059 74,48,325 Business promotion 77,070 2,73,384 Legal and professional 20,91,255 7,64,786 Payments to auditors (Refer Note (i)) 2,82,820 2,10,000 Bad trade and other receivables, loans and advances written off - - Provision for doubtful trade and other receivables, loans and ad-vances (net)

- -

Miscellaneous expenses * 70,99,122 1,06,38,783 Total 17,59,05,772 19,74,80,156

Notes:



31 March, 2016

` `

(i) Payments to the auditors comprises (net of service tax input credit): As auditors - statutory audit 1,70,000 1,20,000 For taxation matters 75,000 75,000 For Certifications - - For Others 37,820 15,000

Total 2,82,820 2,10,000


81

Note 23.A Prior Period Items :



31 March, 2016

` `

Selling Expenses 1,11,986 Payment of Gratuity 3,31,237 - Interest from Legal Suit (34,294) - Depreciation 2,007 Provisions / Liabilities / Advances Wriiten Off/Back - Liability for Written Back - (48,768) Liability for Water Cess - 50,617 Liability for Land Revenue 5,98,369 16,01,858 Liability for Service Tax 4,179 6 Liability for Bonus Ex Gratia (47,805) (77,999) Liability for Inward Freight Charges (856) 1,26,600 Liability for Misc. Expenses (30,275) (1,000) Liability for Staff Dues (1,60,254) - Staff Misc Advance - 1,16,083 Water Charges - 73,440 Sweeping Charges - 97,101 Staff Medical Expenses - 62,549 Tax Deducted at Source (3,985) 586 Cenvat Credit 2,07,533 - Input Tax Credit (VAT) - (20,671) Stock of Stores & Spares 24,29,252 - Expenses related to Guest House Building Repairs - (12,59,195) Excess provision of Land Revenue (63,298) Misc. Expenses related to earlier years 2,775 72,744 32,34,585 9,05,937

Note 23.B Exceptional items:

Particulars For the year ended 31 March, 2017


` `

Arrear Salary - Arrear Contribution to PF - Capital Subsidy Written Back - (43,387)

Total - (43,387)


82

Note 24 Additional information to the financial statements

Note Particulars

24.1 Other Long Term Liabilities As at 31 March 2017, the Company has received an amount of ̀ 37,02,00,000/- towards advance against equity

participation of Govt. of Assam in 500 TPD Methanol Project.The amounts are maintained in a designated bank account.


` `

24.2 Contingent liabilities and commitments (to the extent not provided for)

Contingent liabilities (a) Claims against the Company not acknowledged as debt: (i) Central Excise Duty (CESTAT, Kolkata, period Feb.2009

to Jan.2011) 5,04,54,714 5,04,54,714

(ii) Central Excise Duty (CESTAT, Kolkata, period Feb.2011 to Feb.2012) 2,09,56,450 2,09,56,450

(iii) Central Excise Duty (CESTAT, Kolkata, period Mar.2012 to Jan.2013) 40,49,747 40,49,747

(iv) Central Excise Duty (CESTAT, Kolkata, period Feb.2013 to Oct.2013) 1,55,78,715 1,55,78,715

(v) Central Excise Duty (Com(A),Guwahati, period Nov.2013 to Aug.2015) 1,98,15,696 -

(v) Oil India Limited (Debit Note for Vat on NG, period 2006-2007) 1,72,86,990 1,72,86,990

(b) Guarantees - - (c) Other money for which the Company is contingently liable - - (d) Commitments not provided for : (i) Estimated amount of contract remaing to be executed in Capital Account and not provided for :

Tata Consulting Engineers Limited 7,46,25,000 8,24,87,500 Engineers India Limited 61,93,02,123 71,11,77,885 Beijing Zehua Chemical Engineering Co. Ltd. - 1,60,00,17,408 Badri Rai & Co. 1,13,63,265 1,47,43,191 India Ratings & Research Pvt. Ltd. 53,50,000 53,50,000 Ramesh Gohain 31,63,787 48,31,611 A. C. Gogoi 2,18,600 - SKM Geo Survey 9,97,240 - Gouri Dirial 3,10,228 - Nitu Sonwal 23,71,205 - Keller Ground Engineering India Pvt. Ltd. 41,87,23,388 - Prism Logistic Private Ltd. 2,89,000 2,89,000 Total 1,13,67,13,836 2,41,88,96,595 Less: Advance to Consultants - - Balance 1,13,67,13,836 2,41,88,96,595


83

24.3 Value of imports calculated on CIF basis For the year ended 31 March, 2017


` `

Raw materials - - Components - - Spare parts (Current Year - Nil, Previous Year GBP 4420 & $

4296) - 7,16,641

Total Components and spare parts - 7,16,641 Capital goods - -

24.4 Expenditure in foreign currency: For the year ended 31 March, 2017


` `

Royalty - - Know-how - - Professional and consultation fees - - Interest - - Other matters (Current Year $ 1950, Previous Year GBP 4420 & $

4296) 1,32,190 7,16,641

24.5 Details of consumption of imported and indigenous items *


` %

Imported Raw materials - - Components - - Spare parts - - Total - - Note: Figures / percentages in brackets relates to the previous year

Note 24 Additional information to the financial statements (contd.)

Note Particulars

Indigenous For the year ended 31 March, 2017

` %

Raw materials 29,89,09,939 100% (42,96,91,870) 100% Chemicals 33,53,538 100% (44,93,304) 100% Stores & Spare Parts 99,00,409 100% (2,02,15,389) 100% Catalyst 17,08,711 100%


84

(9,52,404) 100%

Total 31,38,72,597 100% (45,53,52,967) 100% Note: Figures / percentages in brackets relates to the previous

year

24.6 Earnings in foreign exchange: For the year ended 31 March, 2017


` `

Export of goods calculated on FOB basis 12,59,733 46,02,967 Royalty, know-how, professional and consultation fees - - Interest and dividend - - Other income, indicating the nature thereof. - -

24.7 Amounts remitted in foreign currency during the year on account of dividend :



` `

Amount of dividend remitted in foreign currency - - Total number of non-resident shareholders (to whom the

dividends were remitted in foreign currency) - -

Total number of shares held by them on which dividend was due - -

Year to which the dividend relates - -

Note 25 Disclosures under Accounting Standards (contd.)



31 March, 2016 ` `

25.1 Details of government grants

Government grants received by the Company during the year towards

- Other incentives (Grant for ISO Certification) - -


Note Particulars

25.2 Employee benefit plans

25.2.a Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised ` 4,35,68,190/- (Year ended 31 March, 2016 ` 2,04,69,568/-) for Provident Fund contributions and ` 62,32,489/- (Year ended 31 March, 2016 ` 67,35,664/-) for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.


85

25.2.b Defined benefit plans

The Company offers the following employee benefit schemes to its employees:

i. Earned Leave Benefits (EL)

EL per employee accrual is 33 days per year. Two days of EL is earned after 22 days of continuous service by an employee. Accumulation up to 360 days is allowed, out of which one part is encashable and other part can either be encased at the time retirement or avail leave during the service period.

ii. Sick Leave (SL)

SL per employee accrual is 10 days per year and same can’t be encased during the service tenure. Encashment of 50% of accumulated SL is permitted at the time of retirement.

iii. Group Gratuity Scheme

15 days salary for each completed year of service or part thereof in excess of 6 months of continuous service. The eligibility of gratuity falls due on completion of 5 years of continuous service. The company has taken a policy under “Group Gratuity Scheme” of employees with Life Insurance Corporation of India (LICI). The amount payable calculated by LICI based on membership data provided by the company, actuarial assumption & valuation made by LICI & the balance in the Gratuity Fund is charged to the Statement of Profit and loss. The APL Employees Gratuity Fund is maintained by LICI in which interest accrued & payments made by the company are credited and payment of claims made to employees is debited.

iv. Leave Encashment Scheme

For the payment of leave encashment at the time of retirement, a policy under “group leave Encashment scheme” of employees has been taken from LICI. The amount payable, calculated by LICI on the basis of membership data provided by the company, actuarial assumption and valuation made by LICI and the balance in the fund maintained by LICI is charged to the Statement of Profit and Loss.

The following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial statements:

Particulars

Year ended 31 March, 2017 Year ended 31 March, 2016

GratuityGroup Leave Encashment


` ` ` `

Valuation Method Projected Unit Credit

Projected Unit Credit



Acturial Assumptions

a) Mortality Rate LIC(1994-96)Ultimate

LIC(1994-96)Ultimate



b) Withdrawal Rate 1-3% depending on age

1-3% depending on

age

1-3% depending on age

1-3% depending on

age

c) Discount Rate 8% p.a. 8% p.a. 8% p.a. 8% p.a.

d) Salary Escalation 5% p.a. 5% p.a. 7% p.a. 7% p.a.


86

Particulars

Year ended 31 March, 2017 Year ended 31 March, 2016



` ` ` `

Result of Valuation

PV of Past Service Benefit 16,19,28,015 8,93,82,737 16,00,41,240 8,39,42,964

Current Service Cost 24,59,640 1,74,06,740 27,52,946 1,75,25,816

Total Service Gratuity 29,06,14,034 - 29,91,49,463 -

Accrued Gratuity 22,43,68,182 - 22,45,38,752 -

LCSA 6,62,45,852 1,98,23,271 7,46,10,711 1,97,80,791

LC Premium 2,39,747 1,61,602 2,64,150 1,53,878

Service Tax 35,963 24,240 38,302 22,312

Recommended Contribution Rate

Fund as on Renewal Date 16,53,55,360 10,62,08,406 17,00,41,778 10,95,65,647

Additional Contribution for Existing Fund - - - -

Current Service Cost - 5,81,071 - -

Total Amount Payable 2,75,710 7,66,913 3,02,452 1,76,190

Expense recognised in the Statement of Profit and Loss

Current service cost - 5,81,071 - -

Additional Contribution - - - -

LC Premium 2,75,710 1,85,842 3,02,452 1,76,190

Total expense 2,75,710 7,66,913 3,02,452 1,76,190


87

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89


Note Particulars

25.4 Related party transactions

25.4.a Details of related parties:

Description of relationship Names of related parties

Holding Company Assam Industrial Development Corporation Limited

Subsidiaries Pragjyotish Fertilisers and Chemicals Limited

Key Managerial Personnel Shri Ratul Bordoloi (Managing Director) Shri Uttam Bailung (Company Secretary)

25.4.b Details of related party transactions during the year ended 31 March, 2017 and balances outstanding as at 31 March, 2017:

Particulars Holding Company Subsidiaries KMP

Investment in Equity Shares - 1,00,00,000 - - (1,00,00,000) - Advance for Share Application - 4,80,000 - - (4,80,000) - Loans - 41,84,185 - - (41,84,185) - Salary & Other Benefits - Ratul Bordoloi 29,81,943

(18,24,961)

Uttam Bailung - 12,29,050

(12,47,848)

Amount Receivable as on 31.03.2016 - 1,46,64,185 -

(Equity shares, Loans & Share Application) - (1,46,64,185) -

Amount Payable as on 31.03.2016 8,93,99,400 - - (Equity Shares) (8,04,15,400) - -

Note: Figures in bracket relates to the previous year. Salary & Other benefit paid to the Managing Director includes ` 8,33,113/- for Leave Encashment and ` 3,31,237/- for Gratuity.


90




31 March, 2016

` `

25.5 Earnings per share Basic

25.5.a Continuing operations Net profit / (loss) for the year from continuing operations 2,85,92,471 (22,18,96,832) Less: Preference dividend and tax thereon - - Net profit / (loss) for the year from continuing operations attributable

to the equity shareholders 2,85,92,471 (22,18,96,832)

Weighted average number of equity shares 91,19,947 91,19,947 Par value per share 10.00 10.00 Earnings per share from continuing operations - Basic 3.14 (24.33)

25.5.b Total operations Net profit / (loss) for the year 2,85,92,471 (22,18,96,832) Less: Preference dividend and tax thereon - - Net profit / (loss) for the year attributable to the equity shareholders 2,85,92,471 (22,18,96,832) Weighted average number of equity shares 91,19,947 91,19,947 Par value per share 10.00 10.00 Earnings per share - Basic 3.14 (24.33) Basic (excluding extraordinary items)

25.5.c Continuing operations Net profit / (loss) for the year from continuing operations 2,85,92,471 (22,18,96,832) (Add) / Less: Extraordinary items (net of tax) relating to continuing

operations

Less: Preference dividend and tax thereon Net profit / (loss) for the year from continuing operations attributable

to the equity shareholders, excluding extraordinary items 2,85,92,471 (22,18,96,832)

Weighted average number of equity shares 91,19,947 91,19,947 Par value per share 10.00 10.00 Earnings per share from continuing operations, excluding extraordinary

items - Basic 3.14 (24.33)

25.5.d Total operations Net profit / (loss) for the year 2,85,92,471 (22,18,96,832) (Add) / Less: Extraordinary items (net of tax) - - Less: Preference dividend and tax thereon - - Net profit / (loss) for the year attributable to the equity shareholders,

excluding extraordinary items 2,85,92,471 (22,18,96,832)

Weighted average number of equity shares 91,19,947 91,19,947 Par value per share 10.00 10.00 Earnings per share, excluding extraordinary items - Basic 3.14 (24.33) Diluted The diluted earnings per share has been computed by dividing the Net Profit

After Tax available for Equity Shareholders by the weighted average number of equity shares, after giving dilutive effect of the outstanding Warrants, Stock Options and Convertible bonds for the respective periods. Since, the effect of the conversion of Preference shares was anti-dilutive, it has been ignored.


91



31 March, 2016

` `

25.5.e Continuing operations Net profit / (loss) for the year from continuing operations 2,85,92,471 (22,18,96,832) Less: Preference dividend and tax thereon - - Net profit / (loss) for the year attributable to the equity shareholders

from continuing operations 2,85,92,471 (22,18,96,832)

Add: Interest expense and exchange fluctuation on convertible bonds (net)

Profit / (loss) attributable to equity shareholders from continuing operations (on dilution)

2,85,92,471 (22,18,96,832)

Weighted average number of equity shares for Basic EPS 91,19,947 91,19,947 Add: Effect of warrants, ESOPs and Convertible bonds which are

dilutive - -

Weighted average number of equity shares - for diluted EPS 91,19,947 91,19,947 Par value per share 10.00 10.00 Earnings per share, from continuing operations - Diluted 3.14 (24.33)




31 March, 2016

25.5.f Total operations Net profit / (loss) for the year 2,85,92,471 (22,18,96,832) Less: Preference dividend and tax thereon - - Net profit / (loss) for the year attributable to the equity shareholders 2,85,92,471 (22,18,96,832)

25.5.g


- -

Profit / (loss) attributable to equity shareholders (on dilution) 2,85,92,471 (22,18,96,832)

Weighted average number of equity shares for Basic EPS 91,19,947 91,19,947

Add: Effect of Warrants, ESOPs and Convertible bonds which are dilutive

- -

Weighted average number of equity shares - for diluted EPS 91,19,947 91,19,947

Par value per share 10.00 10.00

Earnings per share - Diluted 3.14 (24.33)

Diluted (excluding extraordinary items)

Continuing operations

Net profit / (loss) for the year from continuing operations 2,85,92,471 (22,18,96,832)

(Add) / Less: Extraordinary items (net of tax)

Less: Preference dividend and tax thereon

Net profit / (loss) for the year from continuing operations attributable to the equity shareholders, excluding extraordinary items

2,85,92,471 (22,18,96,832)



92



31 March, 2016

` `

Profit / (loss) from continuing operations attributable to equity shareholders (on dilution)

2,85,92,471 (22,18,96,832)

Weighted average number of equity shares for Basic EPS 91,19,947 91,19,947 Add: Effect of Warrants, ESOPs and Convertible bonds which are

dilutive - -

Weighted average number of equity shares - for diluted EPS 91,19,947 91,19,947 Par value per share 10.00 10.00 Earnings per share, from continuing operations, excluding

extraordinary items - Diluted 3.14 (24.33)

25.5.h Total operations Net profit / (loss) for the year 2,85,92,471 (22,18,96,832) (Add) / Less: Extraordinary items (net of tax) Less: Preference dividend and tax thereon Net profit / (loss) for the year attributable to the equity shareholders,

excluding extraordinary items 2,85,92,471 (22,18,96,832)


- -

Profit / (loss) attributable to equity shareholders (on dilution) 2,85,92,471 (22,18,96,832) Weighted average number of equity shares for Basic EPS 91,19,947 91,19,947 Add: Effect of Warrants, ESOPs and Convertible bonds which are

dilutive - -

Weighted average number of equity shares - for diluted EPS 91,19,947 91,19,947 Par value per share 10 10.00 Earnings per share, excluding extraordinary items - Diluted 3.14 (24.33)


Note ParticularsAs at 31 March, 2017 As at 31 March, 2016

` ` 25.6 Deferred tax (liability) / asset (1,61,37,804) (13,53,894)

Tax effect of items constituting deferred tax liability On difference between book balance and tax balance of

fixed assets (5,72,16,320) (5,22,25,904)

On expenditure deferred in the books but allowable for tax purposes

- -

On items included in Reserves and surplus pending amortisation into the Statement of Profit and Loss

Others Tax effect of items constituting deferred tax liability (15,42,039) (1,47,83,910) Tax effect of items constituting deferred tax assets Provision for compensated absences, gratuity and other

employee benefits

Provision for doubtful debts / advances


93

Disallowances under Section 40(a)(i), 43B of the Income Tax Act, 1961

- -

On difference between book balance and tax balance of fixed assets

Unabsorbed depreciation carried forward

Brought forward business losses

On items included in Reserves and surplus pending am-ortisation into the Statement of Profit and Loss

Others

Tax effect of items constituting deferred tax assets - -

Net deferred tax (liability) / asset (1,76,79,843) (1,61,37,804)


Note Particulars

25.7 Details of provisions

The Company has made provision for various contractual obligations and disputed liabilities based on its assessment of the amount it estimates to incur to meet such obligations, details of which are given below:

ParticularsAs at 1 April,

2016Additions Utilisation

Reversal (withdrawn as no longer

required)

As at 31 March, 2017

` ` ` ` `

Investment, Secutity, Loans & Advances 1,55,67,935 - - - 1,55,67,935

(1,55,67,935) - - - (1,55,67,935)

Debtors - - - - -

Bonus & Ex-gratia 29,30,052 33,08,749 29,30,052 - 33,08,749

(34,00,000) (29,30,052) (34,00,000) - (29,30,052)

Arrear Salary & Other Defined Contribution Plan

- 16,10,198 - - 16,10,198

- - - - -

Provision for Tax & Audit Fee 4,01,500 30,15,158 3,89,000 - 30,27,658

(4,40,59,117) (4,01,500) (4,06,000) (4,36,53,117) (4,01,500)

Note: - Figures in brackets relate to the previous year.


94

Note Particulars

25.8 Capital Work-In-Progress (CWIP)

All expenditure incurred for New 500TPD Methanol have been shown under CWIP, since these expenditure are related to the project only. No expenses which should have been charged to Profit & Loss, has been included in CWIP.

25.9 The company had given loans to Assam Tea Corporation Limited, details of which are as under: ( Figures in ` )

Particulars Principal Date of Loan Rate of Interest

Due Date of Repayment

Date of Repayment of Principal

Amount of Repayment of

Principal

Interest Accrued &

Due 1 2 3 4 5 6 7 8 Loan- I 35,00,000 08.05.2007 11.00% 07.08.2007 17.03.2011 10,00,000 45,80,028

Loan- II 15,00,000 11.10.2007 11.00% 10.04.2009 22.10.2009 15,00,000 5,82,181

The balance of principal of loan -I ` 25,00,000 is overdue. The company is pursuing through Govt. of Assam for repayment of balance amount of principal & the amount of interest over due as shown above. In past also the repayments were received through intervention of Govt. of Assam. The principal outstanding ` 25,00,000 has been considered good but the interest on Loan I & II has not been recognized as income in view of AS 9 issued by the Companies Accounting Standard Rules, 2006 and prudent accounting principles.

25.10Documents in respect of subsidiary company ( M/s Pragjyotish Fertilizer and Chemicals Limited) Under Section 129(3) of Companies Act, 2013.

The Consolidated Financial Statement of the company and its subsidiary M/s Pragjyotish Fertilizer and Chemicals Limited has not been prepared due to absence of Audited Financial Statement of the subsidiary company. However, the management is of the opinion that there will be no financial impact on the results of the company as all the investments, loans & advances to its subsidiary has been provided for in the books of accounts of the company.

25.11 Basis for calulation of Depreciation :

In absence of proper fixed assets register, rate of depreciation under straight line method & written down value method on remaining usefule life of respective assets is calculated on the basis of audited financial statement of previous years and other financial records.

25.12 Corporate Social Responsibilty:

As per section 135 of the Companies Act 2013, a Corporate Social Responsibilty committee has been formed by the company. The committee opined that the company has incurred expenses in promoting education and providing free education to the students of the neighbouring villages and hence complied with the mandetory requirement of section 135 and as laid down under Schedule VII of the Act. During the financial year the company has incurred ` 1,10,30,058/- (Previous year ` 1,18,55,989/-) towards corporate social responsibility activities

25.13 Dues to Micro, Small & Medium Enterprise:

There is no supplier under Micro, Small and Medium Enterprise Development Act, 2006 on the basis of information made available to the company. The company has neither paid any interest in the terms of section16 of the above Act nor any interest remain unpaid and no payments were beyond the “appointed date” to such enterprise during the year ended 31.03.2017. Amount outstanding to these enterprise for the year ended 31st March 2017 is ` Nil (previous year `Nil)

Note 26 Previous year’s figuresNote Particulars

26 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.


95

ATTENDANCE SLIP

Name(s) of Share holder/Joint holder :

(in block letters)

Address of the Shareholder :

DP ID/ Client ID/ Folio Number :

Number of shares held :

Name of the proxy :

(in Block Letters)

I hereby record my/our presence at the 46th Annual General Meeting of the company held on Tuesday, 26th

September, 2017 at 11:00am at the registered office of the company 4th Floor, Orion Place, Mahapurush Srimanta Sankardev Path, Bhangagarh, Guwahati-781 005.

……………………………………………………………

Signature of the shareholder/proxy

Note:

1. Members/Proxy holders are requested to bring this Attendance Slip duly filled in and signed with them when they come to the meeting and hand over it at the Attendance Verification Counter set up at the venue of the meeting.

2. Electronic copy of the Annual Report for the Financial Year 2016-17 including Notice of 46th Annual General Meeting alongwith the attendance slip and proxy form are being sent to the shareholders whose e-mail id is registered with the company.

3. Physical copy of the Annual Report for the Financial Year 2016-17 including Notice of 46th Annual General Meeting alongwith the attendance slip and proxy form are being sent to the shareholders by post to the members whose e-mail id are not registered with the company.

4. Members are requested to carry their copy of the Annual Report to the meeting.

Note: Please read the instructions given in the Notice of AGM carefully before casting your vote through e-voting.


Registered Office: 4th Floor, Orion Place, Bhangagarh, Mahapurush Srimanta Sankardev Path, Guwahati-781005Telefax no. 0361-2461470 and 2461471; e-mail: [email protected]; website: www.assampetrochemicals.co.in


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PROXY FORM[Pursuant to Section 105(6) of theCompanies Act, 2013 and rule 19(3)of the Companies (Management andAdministration) Rules, 2014]Name of the member(s) :Registered Address :E-mail id Folio Number/DP ID/Client ID :I/We, being the member(s) of ……………………………………………… shares of Assam Petro-Chemicals Limited, hereby appoint

Name : ..................................................................................... E-mail id: ……………………………………………………………… 1. Address :…………………………………………………………………………………………………………………………………………..Signature:…………………………………………………………………………………………On failing him/herName : ..................................................................................... E-mail id: ……………………………………………………………… 2. Address :…………………………………………………………………………………………………………………………………………..Signature:…………………………………………………………………………………………On failing him/herName : ..................................................................................... E-mail id: ……………………………………………………………… 3. Address :…………………………………………………………………………………………………………………………………………..Signature:…………………………………………………………………………………………

as my/our proxy to attend and vote (on poll) for me/us and on my/our behalf at the 46th Annual General Meeting of Assam Petro-Chemicals Limited, to be held on Tuesday, 26th September, 2017 at 11:00am at 4th Floor, Orion Place, Mahapurush Srimanta Sankardev Path, Bhangagarh, Guwahati-781005 and at any adjournment thereof in respect of such resolutions as are indicated below:

Sl. No. Resolution For AgainstOrdinary Business:

1

To receive, consider and adopt the Company’s Standalone Financial Statement as at 31st March, 2017 along with the Directors’ Report and Corporate Governance Disclosures and Independent Auditors’ Report, Secretarial Audit Report and comments of the Comptroller and Auditor General of India, etc. thereon.

Special Business

2 APPOINTMENT OF SHRI BIKUL CHANDRA DEKA AS A DIRECTOR OF THE COMPANY

3 TO FIX THE REMUNERATION OF THE COST AUDITORS OF THE COMPANY FOR THE FINANCIAL YEAR 2017-18

Signed this …………..day of 2017 Signature of the Shareholder

Note: This form of proxy in order to be effective should be duly completed and deposited at the registered 1. office of the company, not less than 48 hours before the commencement of the meeting.


Registered Office: 4th Floor, Orion Place, Bhangagarh, Mahapurush Srimanta Sankardev Path, Guwahati-781005Telefax no. 0361-2461470 and 2461471

e-mail: [email protected]; website: www.assampetrochemicals.co.in


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