Annual Report 2017-18 - ASSAM PETRO-CHEMICALSassampetrochemicals.co.in/pdf/an_rep_17_18.pdfAnnual...

Assam Petro-Chemicals LimitedAnnual Report 2017-18

1


2


3

10 Y

EARS

FIN

ANCI

ALS

AT A

GLA

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` In

Lac

s

Part

icul

ars

2017

-18

2016

-17

2015

-16

2014

-15

2013

-14

2012

-13

2011

-12

2010

-11

2009

-10

2008

-09

Ope

rati

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ts

Gros

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al In

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7,6

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- -

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EPS

in `

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Capa

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i


4

Financial Years

` in

lakh

sAssam Petro-Chemicals Limited

Annual Report 2017-18

ii

Financial Years

` in

lakh

s

Financial Years

MT


5


iii

Financial Years

Prod

uctio

n in

(MT)


6


iv

200 TOD Formalin project site at Boitamari, Bongaigaon

Contribution to CM relief fund

Construction work in progress of 500 TPD Methanol plant at Namrup

Customer Meet at Thimpu, Bhutan

Piling works of 500 TPD Methanol Plant

Exchage of term loan documents for availing `890 Crore with PNB


1

Contents1. Notice of Annual General Meeting 2

2. Directors’ Report for the year ending on 31st March, 2018 4

3. Annexure to the Directors’ Report 15

4. Comments of Comptroller and Auditor General of India 40

5. Independent Auditors’ Report 41

6. Annexure to the Independent Auditors Report 45

7. Balance Sheet as at 31st March, 2018 50

8. Statement of Profit and Loss for the year ended 31st March, 2018 52

9. Cash Flow Statement for the year ended 31st March, 2018 54

10. Notes forming part of Financial Statements 56

11. Attendance Slip 91

12. Proxy form 92

Particulars Page No.


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NOTICE is hereby given that 47th Annual General Meeting of the shareholders of Assam Petro-Chemicals Limited will be held on Friday, 28th

September, 2018 at 11:00 AM 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:A. ORDINARY BUSINESS :1. To receive, consider and adopt the Company’s

standalone Financial Statements as at 31st March, 2018 along with the Directors’ Report, Independent Auditors’ Report and Comments of the Comptroller and Auditor General of India, etc. thereon.

2. To fix the remuneration of the Independent Auditors at `2,00,000.00 (Rupees two lacs) only for the Financial Year 2018-19.

B. SPECIAL BUSINESS3. TO FIX THE REMUNERATION OF THE COST

AUDITORS OF THE COMPANY FOR THE FINANCIAL YEAR 2018-19.

To consider and if thought fit, to pass with or without modification 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 approval of the Company be and is hereby accorded for payment of remuneration of `24,450/-(Rupees Twenty Four Thousand Four Hundred Fifty Only) inclusive of travelling and other out of pocket expenses excluding the applicable GST to M/s Subhadra Dutta & Associates, Cost Accountants for the Financial Year 2018-19”

By order of the Board of Directors Sd/-Date: 28th August, 2018 (Uttam Bailung)Place: 4th Floor, Orion Place Company SecretaryMahapurush SrimantaSankardev Path,Bhangagarh, Guwahati-781005Notes:

1. A MEMBER ENTITLED TO ATTEND AND 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.

2. A statement pursuant to Section 102 (1) of the Companies Act, 2013 concerning the special business mentioned under item numbers 2 of the notice is annexed hereto:

3. ISIN of the shares of the company is INE277D01010. Members are requested to dematerialize their shares.

4. Corporate members intending to send their 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.

5. Register of members and share transfer books of the company will remain closed from 24th September, 2018 to 28th September, 2018


3

(both days inclusive) for the purpose of the Annual General Meeting.

6. Members are requested to bring their copy of Annual Report to the meeting.

7. Members are requested to inform their respective e-mail id to the company so that corporate information can be disseminated promptly.

By order of the Board of Directors Sd/-Date: 28th August, 2018 (Uttam Bailung)Place: 4th Floor, Orion Place Company SecretaryMahapurush SrimantaSankardev Path,Bhangagarh, Guwahati-781005

Explanatory Statement under Section 102(1) of the Companies Act, 2013Item No. 2:

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 28th August, 2018 appointed M/s Subhadra Dutta & Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2018-19 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: 28th August, 2018 (Uttam Bailung)Place: 4th Floor, Orion Place Company SecretaryMahapurush SrimantaSankardev Path,Bhangagarh, Guwahati-781005


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DIRECTORS’ REPORTDear Shareholders,Your Directors have the pleasure in presenting their 47th Annual Report of the company together with the audited standalone Financial Statements for the Financial Year ending on 31st March, 2018.Financial Highlights (Standalone) The Company’s summarized financial performance (standalone) for the financial year ending on 31st March, 2018 is as under:

(` in Lakhs)

Particulars As at March 31, 2018

As at March 31, 2017

Revenue from Operations 9738.66 9338.15

Less: Excise Duty 209.63 940.84Revenue from Operations (NET) 9529.02 8397.32Other Income 448.01 345.47Total Income 9977.03 8742.79Gross Profit 1376.17 476.40Less : Depreciation and amortization 146.61 136.33Finance Cost - 0.66Profit/Loss for the year before prior period adjustment, exceptional and extraordinary items

1229.56 339.41

Less: (a) Exceptional Item 683.36 -

(b) Adjustment of prior period items 10.09 32.35

Profit Before Tax 536.10 307.06

Less: Tax Expenses (8.1) 21.14

Profit /Loss for the year after Taxation 544.20 285.92

Balance brought forward from previous year (2641.38) (2927.31)

Proposed Dividend NIL NIL

Tax on Dividend NA NA

Earnings Per Share (EPS) (in `) 5.97 3.14

The Financial Year ending on 31st March, 2018 was one of the best performed year of the company in its history. The turnover of the company was higher by `400 lacs during the year ending on 31st March, 2018 than the previous financial year, however the gross profit of the company was higher by `899.77 lacs during the year. The company earned a net profit of `544. 20 lacs during the year which was 90.33% higher than the previous year. The Company booked `683.36 lacs as exceptional items from the profit of the company during the Financial Year ending on 31st March, 2018 mainly for release of arrear salary to the employees for the year 2009-10 and 2010-11. Had the company not booked these exceptional items your company would have earned a profit of ̀ 1229.56 lacs during the year. The Board of Directors of the company took steps for reduction of cost and it resulted in realizing better profit during the year. The Board also engaged outside agencies to analyse


5

the financial performance of the company during the years 2014-15 and 2015-16 in which the company suffered losses. Corrective measures taken by the company will result better financial performance in the years to come.The manufacturing expenses of the company reduced by `241.07 lacs during the FY 2017-18 mainly due to reduction of Natural Gas price by the Central Government and lower utilization of Methanol plant. The employees benefit expenses and other expenses were increased during the FY 2017-18 by `619.89 lacs over the previous year. The company has a subsidiary named Pragjyotish Fertilizers and Chemicals Ltd. (PFCL) incorporated in 2004. This subsidiary company has been a defunct company since its year of incorporation as the company couldn’t 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 47th Annual General Meeting. The entire investment made in Pragjyotish Fertilizers and Chemicals Ltd. has already been written off in the successive financial statements over the years. The Company don’t have any liability towards the subsidiary. The company has moved to Government of Assam to allow it to start the winding up procedure in accordance with the Companies Act, 2013.

State of Company’s Affairs and Future OutlookThe company has been in petrochemical business for more than four decades. The company is presently producing Methanol and Formalin in its plants located in Namrup. The company marketing its products at globally competitive price in India and its neighbouring countries Bhutan, Nepal and Bangladesh. The company is having annual 33000 MT installed production capacity for Methanol and 41250 MT installed production capacity for Formalin. The company is also expanding its production capacity

by setting up a 500 TPD Methanol plant and a 200 TPD Formalin Plants. The methanol expansion plant is targeted to commission in September, 2019. On commissioning of the new plant the annual methanol production capacity of the company will increase from 33,000 MT to 1,98,000 MT. With the increased production the company will cater the increasing demand of the country. The 200 TPD Formalin project which is being set up in Boitamari, Bongaigaon will give the company competitive advantage over the rival producers. Methanol demand in India has been increasing very rapidly but the domestic production of methanol is rather declining over the years. As per the report published by NITI Aayog the domestic production of Methanol in India has fallen by 57% in 2015-16 from 2010-11 at the same time domestic consumption has risen by 61%. India meets the domestic demand by importing from middle east countries. The Ministry of Road, Transport and Highways, Govt. of India has allowed the use of M-15, M-85, MD-95 and M-100 as fuel in the country. As per the media report NITI Aayog, the thinktank of the Central Government has moved a cabinet note for approval of the Central Government to make 15% methanol blending compulsory with petrol. The Central Government has also decided to introduce methanol run 10 buses each in Mumbai and Guwahati shortly. Assam Petro-Chemicals Limited will supply required quantity of Methanol for running these buses in Guwahati. The company is about to launch a pilot project to use methanol as cooking fuel. The pilot project will be launched at Namrup initially and on success of the project same will be launched on commercial basis. Methanol can also be used as fuel in power generation set and run power tiller in agriculture sector. Generator sets with 4 KW and 15 KW are already available in Indian market. With the introduction of Methanol blending with gasoline and other alternative uses will lead to increase the domestic demand of Methanol manifold. Assam Petro-Chemicals Limited is being one of the main producer of Methanol in the country and with the increased production capacity the future of the company looks very bright.


6

Di-Methyle Ether (DME) is another efficient fuel and burns with lesser NOx, Particulate Matter (PM), no SOx. It is clean fuel can be used diesel alternative and blend with LPG. It is non-toxic compound and is safe to handle. Assam Petro-Chemicals Ltd is preparing a DPR for setting up a DME plant at Namrup.

Operating Results:The existing Methanol plant of the company has completed twenty nine years against its normal life of fifteen years. The performance of the methanol plant has been very good and same is possible only due to timely and preventive maintenance of the plant. Your Board always stress for optimum utilization of the plant but couldn’t achieve 100% plant utilization during the Financial Year 2017-18 due to erratic Natural Gas supply by the supplier and power supply interruptions.Frequent maintenance of its equipments, erratic Natural Gas supply and drop of gas pressure, power supply interruptions by Assam Power Generation Company Ltd. (APGCL) and routine maintenance works of aging plant had been the stumbling blocks for achieving higher plant utilization during the FY 2017-18.The capacity utilization of Formalin project depends entirely on market dynamics. The company produces Formalin from Methanol depending on demand of the market and realization of higher return on marketing of it. Disruption of power supply from the grid affects the optimum utliisation of Formalin plant.

Plant

Production in MT

Installed Annual

CapacityFY 2017-18 FY 2016-17

Methanol 33,000 31487 31892Formalin 41,250 38273 43743Capacity Utilisation of Plants:Methanol 100% 95% 97%Formalin 100% 93% 106%

The company remained in its same business of manufacturing and marketing of Methanol and Formalin during the Financial Year 2017-18.

Sales & Marketing:The company is marketing its products in North Eastern States, West Bengal, Bihar, Jharkhand, Odisha, Uttar Pradesh and other North Indian states and also exporting to neighbouring countries viz., Nepal and Bhutan. The Company is giving importance to export its products for earning foreign exchange and better product price realization.The Company sold 10963.81 MT Methanol during the FY 2017-18 against 11022.74 MT of the previous Financial Year. The total quantity of Methanol sold was declined in the FY 2017-18 as because the company produced lesser quantity due lower capacity utilization of the Methanol plant. The company sold 42541.88 MT of Formalin during the FY 2017-18 as compared to 43881.17 MT in the previous financial year. The company sold lesser quantity of formalin compared to the previous year as because the capacity utilization of Methanol plant during the year was lower than the FY 2017-18. The area wise sales quantity of the company’s products in the year 2017-18 vis-a-vis in the previous year are as follows;

AreaFormalin (in MT)

FY 2017-18 FY 2016-17

North East Region 8223.93 9038.51

North Bengal 9041.94 8329.76

South Bengal 4857.10 6121.49

Purnea / Adjacent Area 15659.44 12426.02

Patna 1981.81 4817.88

Nepal 1697.49 1642.41

Bhutan 1080.17 1505.10

Total 42,541.88 43,881.17

AreaMethanol (in MT)

FY 2017-18 FY 2016-17

North East Region 726.93 824.49

West Bengal 1069.32 3318.60

North India 7123.92 4940.34

Nepal 2043.64 1708.02


7

Odisha Nil 183.69

Bangladesh Nil 47.60

Total 10963.81 11022.74The company has been taking various steps to increase sales in areas where the realization is better. The company opened a new marketing office in Puenea, Bihar to do aggressive marketing of formalin in the adjoining areas and Nepal. The company could sell 3233.42 MT formalin more than the previous year in that area. The company also held a consumer meet at Thimphu, Bhutan in March, 2018. The Board is also taking steps to expend its business in the neighbouring countries Bangladesh and Myanmar. Assam Petro-Chemicals Ltd. is seeing an exponential rise of Methanol demand in the wake of Govt. of India Gazetted Notification of Ministry of Road and Highways, New Delhi, dated 24th May, 2018. The said notification introduces flex-fuel Methanol M15 or M100 that allows the newly manufactured gasoline vehicle fitted with spark ignition engine compatible to run on gasoline blended with 15% methanol (M15) or 100% Methanol (M100) meeting the emission standard. While infrastructure build-up for blending or dispensing methanol as automotive fuel still not very clear, whether it will be at a grass root refinery or at the retailer’s level, the demand and supply gap of methanol in the Indian market continues to rise.

Project Activities:The shareholders are aware that the company is implementing a 500 TPD Methanol and 200 TPD Formalin project at an estimated cost of `133700 lakhs with the equity contribution of Government of Assam, Oil India Ltd. and Assam Gas Co. Ltd. The capital for the project cost will be raised at debt equity ratio of 2:1. The Government of Assam, Assam Gas Company Ltd. and Oil India Limited will contribute `17700 lacs, `2800 lacs and `24200 lacs respectively as equity capital for the project. The Govt. of Assam alongwith Assam Industrial Development Corporation Ltd. and Assam Gas Company Limited will hold 51% of share capital in the company and the remaining 49% will be held by Oil India Ltd. The

shares held by other than the above entities will be very negligible. Till the date of this report the company received an amount of `8846.31 lacs from Government of Assam and an amount of ̀ 6853.69 lacs is expected to receive shortly as the later amount has been provided in the budget for the FY 2018-19. Oil India Ltd. and Assam Gas Co. Ltd are expected to infuse their capital during the current Financial Year. The Financial Closure of the project has been achieved as the company executed loan agreement with Punjab National Bank, the country’s second largest public sector bank on 27th February, 2018 for availing an amount of `89067 lacs. The company has started drawing of loan amount from the said bank for the implementation of the project. As informed you in our earlier report that Engineers India Ltd. (EIL) has been executing the 500 TPD Methanol plant with LEPCM responsibility with technology suppled by Halder Topsoe, Denmark. The Company entered an agreement with Halder Topsoe, Denmark for supply of technology and key equipment for the 500 TPD Methanol Project. The design engineering works of the 500 TPD Methanol Project is in the final stage of completion. The company has already placed the purchase orders of all the long lead items for the 500 TPD Methanol project. Piling works of the 500 TPD Methanol project has almost completed. The major civil contract jobs and reformer packages of the 500 TPD Methanol plant has already been issued and the works are in progress at full speed. The company is targeting to achieve the commercial production of the 500 TPD Methanol Plant in September, 2019. The progress of project implementation has been closely monitored by the Government of Assam as its is one of the largest project implemented by any state Government PSU in the state. Your Board is also taking all the necessary steps to start commercial production of the plant as per the schedule.The Company is also implementing a 200 TPD Formalin project at Dhaknapara in the revenue circle of Boitamari, Bongaigaon at an estimated project cost of `5200 lacs on “Lump Sum Trun Key” (LSTK) basis.


8

The Company took the possession of 110 bighas of land allotted by the Government of Assam for setting up of the Formalin project and Marketing Terminal of Company’s products. Bids are invited from LSTK contractors for this 200 TPD Project. Once this 200 TPD Formalin project commissions the company will have competitive advantage over its rival formalin producers.

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 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. Focus has been given on providing various technical and behavioral inhouse training or outside training for enhancement the 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 2017-18. The Company also imparted academic short term training programme to 26 nos. of students during the year. The manpower strength of the Company as on 31st March, 2018 was 326 out of which 169 were unionised cadre and remaining 157 nos. were executive cadre employees. The total nos. of woman employees were 35 nos. on rolls of the Company as on 31st March, 2018.The industrial relations scenario of the Company during Financial Year 2017-18 was harmonious and cordial. Most of the issues raised by the APL Workers’ Union and the APL Officers’ Association were resolved amicably through discussions.

Logo of the company:Your Board has adopted a new logo of the company. The company has applied for registration of the new logo/trade mark with the registration authority. The company has been provisionally using the new logo/

trademark adopted by the Board till the registration process is completed.

Dividend and transfer to Reserves:During the Financial Year 2017-18 the company earned a net profit of `544.20 lacs but your directors couldn’t recommend for payment of dividend for the year due to 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 2012-13 and 2013-14 are laying as unclaimed in bank accounts. A good number of our valued shareholders haven’t claimed their dividend for those two years. The details are given as under:

Dividend Year

Amount unclaimed as on 31st March,

2018 (`)

Due date for transfer to

IEPF2012-13 53,307/- 28/02/2021

2013-14 68,884/- 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 `41,932/- belonging FY 2009-10 to the IEPF on 5th March, 2018. We therefore appeal to members who haven’t yet claimed dividend for those years to claimed their dividend to the company. The shareholders may write to the Company Secretary of the company for claiming their unpaid dividend.The shareholders of the company are aware that according to Section 124(6) of the Companies Act, 2013 and the IEPF (Accounting, Audit, Transfer and Refund) Rules 2016 as amended, the company is required to transfer the corresponding shares of dividend unpaid amount to the Demat account of Investors Education and Protection Fund Authority. In compliance with the above provisions, the company transferred 1,91,431 nos. of equity shares


9

of 436 nos. shareholders on 26th July, 2018 for the FY 2009-10.

We would like to inform the shareholders that the shares and the dividend amount transferred to the Demat account of the IEPF Authority as per law. The shareholders whose shares have been transferred to IEPF authority can be claimed by filing the online Form IEPF 5. The e-form IEPF -5 is available at www.iepf.gov.in. For any clarification, the shareholders may write to the company Secretary of the company or company’s Registrar or- Share Transfer Agent C B Management Services (P) Ltd., P-22, Bondel Road, Kolkata-700 019.

Changes in Share Capital and Issue of Bonus Shares:

There was no change in the share capital of the company during the Financial Year 2017-18. The company didn’t issue any fresh share capital during the financial year under review.

The Board of Directors of the company decided to issue 9 (nine) bonus equity shares against 2 (two) existing shares of the company by capitalizing the available reserves of the company. The Share Allotment Committee of the Board fixed 25th May, 2018 as the record date for determination of eligible shareholders for issue of bonus shares. The Share Allotment Committee issued bonus shares on 2nd June, 2018. After the issue of Bonus Shares the paid-up share capital of the company has increased from `9,11,99,470 to `50,15,97,080.

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 2017-18.

Extract of Annual Return:Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (3) of the Companies (Management and Administration) Rules, 2014 an extracts of Annual

Return in Form MGT-9 for the Financial Year ending on 31st March, 2018 is enclosed 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. There were nominee Directors from the holding company, woman Director, Independent Directors and Whole Time Director on the Board of the company. The members of the Board of Directors of the company was having required skills and knowledge to run the company. Technocrats, finance professionals, seasoned politicians and senior bureaucrats forms the Board of Directors of the company throughout the FY 2017-18. There were several changes in the Board of Directors of the company during the year 2017-18. As the company is a Government of Assam Company, the State Government and Assam Industrial Development Corporation Ltd. keep changing the members of the Board from time to time. During the year Dr. Ravi Kota, IAS (DIN- 07090704) was appointed as director on the Board in place of Shri V B Pyarelal, IAS w.e.f. 3rd June, 2017 and Shri Sanat Kalita (DIN-07845004) as directors of the company in places of Shri P K Das (DIN-01667150) by the state government. Shri Ashutosh Agnihotri, IAS (DIN-07574677) was appointed as director on the Board in place of Shri H K Sharma, IAS w.e.f. 7th April, 2017 and subsequently Shri Agnihotri was also replaced by Shri Vinod Seshan, IAS (DIN-07985959) w.e.f. 20th Nov., 2017 by holding company Assam Industrial Development Corporation Ltd. 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 certain Government Companies. 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


10

retiring in ensuing 47th Annual General Meeting of the company.

Number of Meetings of the Board of Directors:During the Financial Year 2017-18, the company convened total 9 (nine) 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 2017-18 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 2017-18.

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 2017-18 till the date of signing this report. However, the company capitalized `41,03,97,610.00 for issue of 4,10,39,761 nos fully paid-up bonus shares on 2nd June, 2018.

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

A. Energy conservation measures taken: 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 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 the consumption of energy:

There was no such proposal in the year under review.

C. 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.

D. Total energy consumption and energy consumption per unit of production power and Fuel consumption

a. Electricity 2017-2018 2016-2017i) Purchased Unit (MWH) 15064 15558 Total amount (`/ Crores) 12.41 11.92 Rate per Unit (`/KWH) 9.00 8.30ii) Own generation (MWH) 1721 3131b. Consumption per Unit of productioni) Electricity (KWH) Unit-II 461 507Natural Gas (NM3) (Ref) Unit-II 994 1055 II. Technology Absorption: Research and Development (R & D)

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


11

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.

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

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

4. Expenditure of R & D:

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 Adaptationi) The efforts made towards technology

absorption, adaptation and innovation: APL has been operating the plant supplied by foreign supplier.

ii) The benefits derived like product 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.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

(a) The details of technology imported :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-a) a) Activities relating to exports: Initiative taken

to increase export, development of new export market for products and services and export plans.

Export Sales 2017-18 (MT) 2016-17 (MT)

Methanol 2,043.64 1755.00Formalin 2,777.66 3147.51

b) Total Foreign exchange used and earned:

Particulars 2017-18 (`) 2016-17 (`)

i. Earnings in Foreign Exchange (sales) NIL 12,59,733/-

ii. Foreign Exchange Outgo 53,50,718 1,32,190/-

**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 2017-18 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 Companies Act, 2013 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 deliberates on threats, risks and concerns which 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


12

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 2018-19 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, 2018.

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) shall appoint Independent Auditor for the FY 2018-19. Till this date the company hasn’t receive any communication from the office of C&AG of India. However, SPRK & Co. has informed the company that the Office of C&AG of India has reappointed them as Independent Auditors of the company for the FY 2018-19.

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 2017-18. 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. The Board of Directors also reappointed them as cost auditor of the company for the FY 2018-19 in the same terms and conditions and remunerations.

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 2017-18. However, being a responsible public sector organization, the company continues to discharge its social responsibilities. The


13

shareholders are aware that the company is providing free education to the students of the neighbouring areas of the plants in the schools of the Company’s at 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. Although the company was not required to constitute an Audit Committee, the company constituted the same for better governance. During the Financial Year 2017-18 the company convened one meeting of Audit Committee of the company. The details of the meeting of the Audit Committee held during the financial year 2017-18 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 2017-18.

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:The Shares of the company were delisted from BSE Ltd. w.e.f. 20th February, 2017 as per the SEBI (Delisting of Equity Shares) Regulations, 2009.

Pursuant to Regulation 21 of the SEBI delisting regulations, AIDC had given an exit offer to all the residue shareholders of the company who couldn’t or didn’t participate in the reverse book building process of delisting. The exit offer was closed on 19th February, 2018 and several shareholders were accepted the exit offer and transferred their shares to Assam Industrial development Corporation Ltd.

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:(i) In the preparation of the annual accounts for

the Financial Year ended 31st March, 2018, all applicable accounting standards had been followed, along with proper explanations relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31st March 2018 and of the profit and losses of the Company for that period;

(iii) The Directors had taken proper and sufficient 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;

(iv) The Directors had prepared the accounts for the Financial Year ended 31st March, 2018 on a ‘going concern’ basis.

(v) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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


14

Reply to the comments of the AuditorsThe 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 continuous

supply of Natural Gas as main feedstock for production of Methanol and Assam Gas Company Ltd. for transporting Natural Gas to the plant.We also express the sincere and profound gratitude to NITI Aayog, Govt. of India for working on methanol economy and considering Assam Petro-Chemicals Ltd. as an important stakeholder in their Methanol endeavor. 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/-Place: Guwahati (Jagadish Bhuyan)Date: 28th August, 2018 Chairman


15

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 Sankardev Path,Guwahati, Assam, India, PIN--781005Phone 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, IndiaTelephone 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 28.16

ii) Formaldehyde 201 71.84

* 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 CIN

HOLDING/ SUBSIDIARY/ ASSOCIATE

% OF SHARES HELD

APPLICABLE SECTION

i) Assam Industrial Development Corporation Ltd U75112AS1965SGC001246 Holding 98.14 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, 2018

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


16

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 (1st April, 2017)

Number of shares held at the end of the year (31st March, 2018)

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 8,939,690 250 8,939,940 98.02 8,941,180 6,700 8,947,880 98.11 0.09(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) 8,939,690 2,757 8,942,447 98.05 8,941,180 9,207 8,950,387 98.14 0.09

(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)

8,939,690 2,757 8,942,447 98.05 8,941,180 9,207 8,950,387 98.14 0.09

B. Public shareholding 1. Institutions (a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00(b) Banks/FI 90,700 0 90,700 0.99 0 0 0 0.00 -0.99(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) 90,700 0 90,700 0.99 0 0 0 0.00 -0.992. Non-institutions (a) Bodies Corporate


17

(i) Indian 1400 1,500 2,900 0.03 90,700 300 91,000 1.00 0.97 (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

1150 82,200 83,350 0.91 1260 76,750 78,010 0.86 -0.06

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

0 0 0 0.00 0 0 0 0 0.00

(c )Others (specify) (i)Society 0 550 550 0 550 550 0.01 0Sub-Total (B)(2) 2,550 84,250 86,800 0.95 91,960 77,600 169,560 1.86 0.91

Total Public Shareholding (B)= (B)(1)+(B)(2) 93,250 84,250 177,500 1.95 91,960 77,600 169,560 1.86 -0.09

C. Shares held by Custodians for GDRs & ADRs 0 0 0 0.00 0 0 0 0 0.00

GRAND TOTAL (A)+(B)+(C) 9,032,940 87,007 9,119,947 100.00 9,033,140 86,807 9,119,947 100.00 0.00

(ii) SHARE HOLDING OF PROMOTERSSl No. Shareholder’s Name Shareholding at the

begginning of the year (1st April, 2017)Shareholding at the

end of the year (31st March, 2018)% change in share holding during

the yearNo of shares % of total

shares of the

company

% of shares pledged

encumbered to total shares

No of shares

% of total shares of the

company

% of shares pledged

encumbered to total shares

1 Assam Industrial Development Corporation Limited

8,939,940 98.03 Nil 8,947,880 98.14 Nil 0.11

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 8,942,447 98.05 8,950,387 98.15 9.87


18

(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(01.04.2017 to

31.03.2018)No. of

shares at the beginning

(01.04.2017) and at

the end (31.03.2018)

of the year

% of total

shares of the

company

No of shares % of total shares of the

company

1 Assam Industrial Development Corporation Limited (AIDC Ltd.)

8,939,940 98.03 07-04-2017 1,550 8,941,490 05-05-2017 900 8,942,390 02-06-2017 1,490 8,943,880 30-06-2017 1,100 8,944,980

01-09-2017 200 8,945,180 19-09-2017 400 8,945,580 05-01-2018 200 8,945,780 02-02-2018 400 8,946,180 16-02-2018 550 8,946,730 02-03-2018 1150 8,947,880

8,947,880 31-03-2017 98.112 Shri Hemendra

Prasad Barooah1,001 0.01 01-04-2017 0 No changes

during the year

1,001 0.01 31-03-2018 1,001 0.013 Shri Prafulla

Chandra Borooah501 0.01 01-04-2017 0 No changes

during the year

501 0.01 31-03-2018 501 0.014 Shri R K Borooah 500 0.01 01-04-2017 0 No changes

during the year

500 0.01 31-04-2018 500 0.01

5 Shri Alok Mookherjee 500 0.01 01-04-2017 0 No changes

during the year

500 0.01 31-03-2018 500 0.016 Shri Krishna

Prasad Barooah1 0.00 01-04-2017 0 No changes

during the year

1 0.00 31-03-2018 1 0.007 Shri Radha

Govinda Baruah1 0.00 01-04-2017 0 No changes

during the year

1 0.00 31-03-2018 1 0.008 Shri Guru Prasad

Das 1 0.00 01-04-2017 0 No changes during the year

1 0.00 31-03-2018 1 0.009 Shri Ganesh Ch

Phukan 1 0.00 01-04-2017 0 No changes during the year

1 0.00 31-03-2018 1 0.0010 Shri Mahan Singh

1 0.00 01-04-2017 0 No changes during the year

1 0.00 31-03-2018 1 0.00


19

(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(01-04-2017 to

31-03-2018)

No. of shares at the

beginning (01.04.2017)

and at the end

(31.03.2018) of the year

% of total

shares of the

company


company

1

ICICI Bank Limited 90,700 0.99 01-04-2017 0Transferred

90,700 0.99 31-03-2018 90700 0.00

2

SPA Capital Advisors Ltd-Assam Petro-Chemicals Ltd.

1,400 0.02 01-04-2017 1,400 0.02

14-04-2017 90 1,490 0.02

16-02-2018 89210 90,700 0.99

90700 0.99 31-03-2018

3

Shri Kailash Bagaria 2,000 0.02 01-04-2017 0 No changes during the year 2,000 0.02 31-03-2018 2,000 0.02

4

Shri Keshalata Bymra

1,000 0.01 01-04-2017 0 No changes during the year 1,000 0.01 31-03-2018 1,000 0.01

5

Shri Somnath Mookherjea

1,000 0.01 01-04-2017 0 No changes during the year 1,000 0.01 31-03-2018 1,000 0.01

6

Shri Suman Malu 1,000 0.01 01-04-2017 0 No changes during the year 1,000 0.01 31-03-2018 1,000 0.01

7

AOD Oil-Co-Operative Society, IOC

500 0.005 01-04-2017 0 No changes during the year 500 0.005 31-03-2018 500 > 0.01

8

Assam Carbon Products Ltd

500 0.005 01-04-2017 0

Transferred31-03-2018 500

0 0.000 31-03-2018 0 0.00

9

Ms. Sushila Boruah 500 0.005 01-04-2017 0 No changes during the year500 0.000 31-03-2018 500 0.005

10

Ms. Anima Barua 500 0.005 01-04-2017 0 No changes during the year

500

500 0.005 31-03-2018 0.005


20

(v) SHAREHOLDING OF DIRECTORS & KMP

Sl. No


Shareholdings Date Increase/Decrease in share holding


Shareholding

Cumulative Shareholding during the year(01.04.2017 to

31.03.2018)

No. of shares at the beginning (01.04.2017)

and at the end (31.03.2018) of

the year

% of total

shares of the

company


company

1 Shri Jagadish Bhuyan

0 0.00 01-04-2017No changes

0 0.00

31-03-2018

2 Shri Bikul Ch. Deka

0 0.00 01-04-2017No changes

0 0.00

31-03-2018

3 Mrs Shehla Rahman 0 0.00 01-04-2017 0 No changes

0 0.00 31-03-2018 0 0.00

4 Shri Hemanga Kishore Sharma, IAS (Retd.)(Ceased as a director wef 07.04.2017)

0 0.00 01-04-2017 0

No changes

0 0.00 31-03-2018 0 0.00

5 Shri Vinod Seshan, IASAppointed as Director w.e.f. 20th Nov., 2017

0 0.00 01-04-2017

No changes

0 0.00 31-03-2018 0 0.00

6 Shri Ashutosh Agnihotri, IAS (Appointed as a director w.e.f. 7th April, 2017 and ceased on 20th Nov., 2017)

0 0.00 07-04-2017 0

No changes

0 0.00 20-11-2017 0 0.00

7 Shri D.N.Barua 0 0.00 01-04-2017 0No changes

0 0.00 31-03-2018 0 0.00

8 Shri A.N Das 0 0.00 01-04-2017 0No changes

0 0.00 31-03-2018 0 0.00

9 Shri Birinchi Kr. Sarma 0 0.00 01-04-2017 0

No changes 0 0.00 31-03-2018 0 0.00


21

10 Shri Utpal Borah 0 0.00 01-04-2017 0No changes

0 0.00 31-03-2018 0 0.00

11 Shri Sanjeev Kr. Choubey 0 0.00 01-04-2017 0

No changes 0 0.00 31-03-2018 0 0.00

12 Shri Ratul Bordoloi 0 0.00 01-04-2017 0

No changes 0 0.00 31-03-2018 0 0.00

13 Shri Uttam Bailung 100 0.00 01-04-2017 90

10 0.00 31-03-2018 10 0.000

(VI) INDEBTEDNESS

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

Secured Loans excluding deposits

Unsecured Loans Deposits Total

Indebtedness

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

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

Indebtedness at the end of the financial year (31st March, 2018)

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


22

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.

`17,33,320.00 [Rupees Seventeen lacs thirty three thousand three hundred twenty only]

`17,33,320.00 [Rupees Seventeen lacs thirty three thousand three hundredtwenty 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)

`2,49,908 [Rupees two lacs forty nine thousand nine hundred eight only]

`2,49,908 [Rupees two lacs forty nine thousand nine hundred eight only]

Total (A)

`19,83,228.00 [Rupees nineteen lacs eighty three thousand two hundred twenty eight only]

`19,83,228.00 [Rupees nineteen lacs eighty three thousand two hundred twenty eight only]

Ceiling as per the Companies Act, 2013 `59,86,218.00


23

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 36,500.00 54,500.00 44,500.00 19,500.00 50,000.00 205,000.00

(b) Commission Nil Nil Nil Nil Nil Nil

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

Total (1) 36,500.00 54,500.00 44,500.00 19,500.00 50,000.00 205,000.00

2

Other Non Executive Directors

Shri Bikul Ch. Deka

(a) Fee for attending board committee meeting

45,000 Nil Nil Nil Nil 45,000

(b) Commission Nil Nil Nil Nil Nil Nil

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

Total (2) 45,000 Nil Nil Nil Nil Nil

Total (B)=(1+2) 250,000.00

Total Managerial Remuneration

` 22,33,136.00 (Rupees twenty two lacs thirty three thousand one hundred thirty six 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/WTDFigures in `

Sl. No. Particulars of Remuneration Key Managerial Personnel

1 Gross Salary Shri Uttam Bailung, Company Secretary Total

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961. `11,95,286/- (Rupees

eleven lacs ninety five thousand two hundred

eighty six only)

`11,95,286/- (Rupeeseleven lacs ninty fivethosand two hundred

eighty six 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 NIL3 Sweat Equity NIL NIL


24

(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-

4 Commission - as % of profit - others, specify

NIL NIL

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

`1,50303/- (Rupees one lacs fifty thousand three hundred

three only)

`1,50303/- (Rupees one lacs fifty thousand three hundred

three only)

Total

`13,45,589 /-(Rupees thirteen lacs

forty five thousand five hundred eighty nine

only)

`13,45,589 /-(Rupees thirteen lacs

forty five thousand five hundred eighty nine

only)


25

1. PHILOSOPHY ON CORPORATE GOVERNANCE

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.

2. BOARD OF DIRECTORS

There were 12 (twelve) directors on the Board of Directors of the Company as on 31st March, 2018. 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, 2018 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 Samir Kr. Sinha IAS [DIN-07510879]

Shri Vinod Seshan, IAS # [DIN-07985959]

Mrs. Shehla Rahman, ACS [DIN-06786580]

Shri Sanat Kalita [DIN-07845004]

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. 24th April, 2018 and Dr. K K Dwivedi, IAS[DIN-07632374] 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 2017-18, the company convened 9 (meetings) 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 2017-18 are as follows:

Sl. No

Date of Board Meeting

Board Strength

Numbers of Directors Present

1 4th May, 2017 12 8

2 15th July,2017 12 10

3 24th August,2017 12 7

4 16th October,2017 12 9

5 16th November, 2017 11 8

6 4th December, 2017 12 9

7 28th December, 2017 12 7

8 20th January, 2018 12 9

9 27th February, 2018 12 10

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 2017-18.

Annexure- B

CORPORATE GOVERNANCE DISCLOSURE


26

Sl. No Name 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)

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 BhuyanCategory: Nominee Director

7th March, 2017 8 9 89 Yes 1.SCPL;

2 Shri Bikul Ch. DekaCategory: Nominee Director

7th March, 2017 9 9 100 No Nil

3 Mrs. Shehla RahmanSecretary to the Govt, of AssamIndustries and Commerce DepartmentAssam Secretariat, Dispur, Guwahati-781006Category : Nominee Director

19th April, 2016 5 9 55 No 1. AHECL;2. AMDCL;3. AGCL4. ASIDC5. ATCL

4 Dr. Ravi Kota, IASPrincipal SecretaryGovt. of Assam, Finance Department, Dispur, Guwahati 781 006Category: Nominee Director

3rd June,2017(Ceased to be Director w.e.f.27th February,2018)

1 6 17% No 1. APGCL2. APDCL

5 Shri Sanat KalitaCategory: Nominee Director

8th June, 2017 8 8 100 Yes 1. AGCL2. ATCL

6 Shri Ashutosh Agnihotri, IASManaging DirectorAssam Industrial Development Corpn. Ltd.Category: Nominee Director

7th April,2017(Ceased to be Director w.e.f.20th November,2017)

1 5 No 1. AIDCL

7 Shri Vinod Seshan, IASManaging Director Assam Industrial Development Corpn. Ltd.Category: Nominee Director

20th November,2017

1 4 25 NA 1. AIDCL2. APL3. CSML4. IPAL5. AAHCL6. BTP7. CCIL8. PBSL9. ASIDCL10. ATCL11. ASWMCL12. ASL13. FL


27

8 Shri Samir Sinha, IASPrincipal Secretaryto the Govt. of AssamFinance DepartmentCategory: Nominee Director

27th February,2018

0 1 Nil NA

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

4th February, 1987

7 9 78 Yes 1. PFCL;2. GMA

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

09th November, 2009

9 9 100 Yes 1. OIPL;2. ITPL

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

09th November 2009

9 9 100 Yes Nil

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

29th December, 2010

6 9 66.6 No Nil

13 Shri Sanjeev Kr. ChoubeyCategory: Independent Director

19th December, 2012

3 9 33.3 No 1. NPIPL;2. TVPPL;3. NTI4. BTPPL

14 Shri Ratul Bordoloi, Category: Managing Director

10th September, 2010

9 9 100 Yes 1. PFCL;2. PCB

SCPL: Synergy Creation (I) Pvt. Ltd; AAHCL: Assam Ashok Hotel Corporation Ltd.; AGCL: Assam Gas Company Limited; AHECL: Assam Hydrocarbon & Energy Company Ltd; AIDCL: Assam Industrial Development Corporation Ltd; AMDCL: Assam Mineral Development Corporation Limited; APDCL: Assam Power Distribution Corporation Ltd; APGCL: Assam Power Generation Corporation Ltd.; ASIDCL: Assam Small Industrial Development Corporation Ltd; ASL: Assam Syntex Limited; ASWC: Assam State Warehousing Corporation; ASWMCL: Assam State Weaving & Manufacturing Co. Ltd.; ATCL: Assam Tea Corporation Ltd; BTP: Bamboo Technology Park; CSML: Cachar Sugar Mills Ltd; GMA: Guwahati Management Association; ITPL: Isemantics Technology Private Limited; NPIPL: Natural Penal Industries Pvt. 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.; AMDCL: Assam Mineral Development Corporation Ltd.; CCIL: Calcom Cement India Ltd.; FL: Fertichem Ltd.


28

3. COMMITTEES OF THE BOARD OF DIRECTORSAUDIT 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 2017-18 the company convened only one meeting of the Audit Committee as the Section 177 was not applicable for the company on becoming unlisted company w.e.f. 20th Feb, 2017. 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 1 Yes

Shri B. K. Sarma(Independent Director)

Member 1 Yes

Shri S. K. Choubey(Independent Director)

Member 1 No

Shri Utpal Borah (Independent Director)

Member 1 No

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

A. Powers of the Audit Committee

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

2. To seek information from employee.

3. To obtain outside legal or other professional advice.

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

B. The Role of Audit Committee includes

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

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

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

4. Reviewing with the management, the annual 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.

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

6. Reviewing, with the Management, the statement of uses/application of funds raised


29

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.

7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process.

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

9. Scrutiny of inter corporate loans and investments.

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

11. Evaluation of internal financial controls;

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

13. Reviewing the adequacy of internal audit 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.

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

15. Reviewing the findings of any internal 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;

16. Discussion with statutory auditors before the audit commences, about the nature and

scope of audit as well as post audit discussion to ascertain any area of concern.

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

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

19. Approval of appointment of CFO (i.e., the 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.

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

21. To review the following information:

• 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:

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


30

b. Annual statements of funds utilised 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 FY 2017-18 is as under:

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

` 17,33,320/- (Rupees Seventeen Lakhs thirty three thousand three hundred twenty only)

`2,49, 908/- (Rupees Two Lakhs forty nine thousand nine hundred 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 Vice -Chairman and 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 Director is a member. The company didn’t pay any sitting fee to the nominee directors of Assam Industrial Development Corporation Ltd. (AIDC) as all the nominees except


31

the Vice- Chairman and Chairman employees of the Govt. of Assam or Assam Industrial Development Corporation Ltd. The sitting fee paid to the Vice Chairman and Independent Directors during the Financial Year 2017-18 are given as under.

Sl. No.

Names of the Directors

Amount of Sitting Fees (in `)

1 Shri D.N. Barua 36,500/-

2 Shri B.K. Sarma 54,500/-

3 Shri A.N. Das 50,000/-

4 Shri S.K. Choubey 19,500/-

5 Shri Utpal Borah 44,500/-

6 Shri Bikul Ch. Deka 45,000/-

Total : 2,50,000/-

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 Jagadish Bhuyan Chairman

Shri Utpal Borah Member

Shri Ratul Bordoloi Member

The average net profit of the company was lesser than `5 Crore during the three previous year, nor the company earned turnover of `1000 Crore or net worth of `500 Crore during the preceding financial year therefore the company is out of the ambit of mandatory CSR expenditure during the FY 2017-18 as per Section 135 of the Companies Act, 2013. However, the Board of Directors of the company constituted the CSR Committee of the Board in accordance with the Section 135 of the Act and Rules made there under.

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 shareholders of the company 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 Contact details of the Company Secretary is as under:

Company SecretaryAssam Petro-Chemicals Ltd.4th Floor, Orion Place, Mahapurush Srimanta Sankardev Path (formerly G S Road), Bhangagarh, Guwahati-781 005Assam, Phone no. 0361-2461594 Fax no. :0361-2461471;email- [email protected], [email protected]

5. GENERAL BODY MEETINGS

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

General Body

Meeting

Day and Date Time Venue

44th AGM Thursday, 24th September, 2015

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


32

45th AGM Friday, 30th September, 2016

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

46th AGM Tuesday, 26th September, 2017

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:

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 Holders

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 Holders

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 2017-18 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.

6. MEANS OF COMMUNICATION

The Company ia hiving a functional website www.assampetrochemicals.co.in all the information relating to the company affecting the stakeholders in general are published therein. The website also


33

contains the basic information of the company, composition of Board etc. The Company’s Annual Reports for preceding years are also available in a user-friendly and downloadable form.7. GENERAL SHAREHOLDER INFORMATION

a) 47th Annual General Meeting: Date: 28th September, 2018 Time: 11:00

AM Venue: Registered Office at 4th Floor, Orion

Place, Bhangagarh, Mahapursh Srimanta Sankardev Path, Guwahati-781005.

b) Financial Year: 1st day of April to 31st day of March of the

following year.c) Dividend Payment Date: Board of Directors did not recommend

dividend for the FY 2017-18 due to unabsorbed carry forward deprecation and unadjusted loss of previous years.

d) Listing: The shares of the company were delisted

from BSE Ltd., Mumbai w.e.f. 20th February, 2017.

Payment of Listing Fees: Not Applicable.e) The shares of the company were delisted at

exit price of `76/- per share.f) Date of Book Closure from 24/09/2018 to

29/09/2018 (both days inclusive)g) Registrar and Share Transfer Agent: M/s C.B. Management Services (P) Ltd. P-22, Bondel Road, Kolkata-700 019 E-mail: [email protected]

h) Share Transfer System: 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, 2018, 99.05% 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.

i) Distribution of shares

ShareholdersNumber

of Shares Held

Shares held in Demat

Shares Held in

Physical

% of Shares

held


89,42,447 89,41,180 9,207 98.05%

Public Financial Institutional Holders

Nil Nil Nil 0.0%

Others Public Holders

1,77,500 91960 85540 1.95%

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

j) Dematerialisation of Shares and liquidity: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.

k) The Company never issued GDRs/ADRs/


34

Warrants or any convertible instruments hence, there are no outstanding of as on 31-03-2017.

l) Plant Locations:Assam Petro-Chemicals LimitedP.O. - Parbatpur, NamrupDistt. : Dibrugarh, Assam-786 623

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

8. OTHER DISCLOSURES: I. There was no transaction of material nature

with Directors or Management or their relatives having potential conflict with the interest of the company at large.

II. Details of Non Compliance, Penalties and Strictures imposed on the company by the Stock Exchange or the board or the statutory authority: Not Applicable.

III. Shares of the company delisted from BSE Ltd., 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. Pursuant to Regulation 21 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 AIDC was given an exit offer to all the remaining shareholders who couldn’t or didn’t participate during Reverse Book Building period from 10th January’2017 to 16th January, 2017. The exit offer was ended on 19th February, 2018.

IV. Vigil Mechanism/Whistle Blower Policy: As 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.

V. Adoption of Non-Mandatory Requirements 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.

VI. Compliance with Corporate Governance 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.

VII. Transfer of unpaid/unclaimed amounts to Investor Education and Protection Fund:

During the year under review, the Company has credited `41, 932 /- (Rupees Forty One Thousand nine hundred thirty two 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 2017-18.

Sd/-Date: 28-08-2018 (Ratul Bordoloi)Place: Namrup Managing Director


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1. INDUSTRY STRUCTURE AND DEVELOPMENTS

Methanol (CH3OH) is a single carbon compound which can be produced from Natural Gas, Coal, Biomass. Methanol is an efficient fuel (octane number 100) and emits lesser NOx and Particulate Matter than the Gasoline and produces no SOx and there is no Sulphur in Methanol. China is the largest Methanol producer in the world and they produces almost half of total global production. Globally the Methanol is used for production of Formalin, Acetic Acid, DME, MTO/MTP, as fuel etc.

India is at a nascent stage in methanol production and usage but it has a large potential given its wide applications. There are only five methanol producers in India. In India Methanol is produced from Natural Gas only. In a NITI Aayog report on Methanol Economy stated that the Methanol production has been fallen by 57% from the output in 2010-11 to 2015-16 whereas the Methanol consumption has risen by 61% during the same period. The installed capacity of Methanol in India is largely static and producers are not utilizing their full installed capacity. In order to meet the growing domestic demand India imports 90% Methanol from Iran and Saudi Arabia.

Assam Petro-Chemicals Ltd. is in this business of manufacturing and marketing of 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.

2. OPPORTUNITIES, THREATS, RISKS AND 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 Boitamari, Bongaigon district of Assam. 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.

The Ministry of Road, Transport and Highways, Govt. of India has allowed the use of M-15, M-85, MD-95 and M-100 as fuel in the country. As per the media report NITI Aayog, the thinktank of the Central Government has moved a cabinet note for approval of the Central Government to make 15% methanol blending compulsory with petrol. The Central Government has also decided to 100% methanol run 10 buses each in Mumbai and Guwahati shortly. Assam Petro-Chemicals Limited will supply required quantity Methanol for running these buses in Guwahati. The company is about to launch a pilot project to use methanol as cooking fuel. The pilot project will be launched at Namrup initially and on success of the project same will us launched on commercial basis. Methanol can also be used as fuel in power generation set and run power tiller in agriculture sector. Generator sets with 4 KW and 15 KW are already available in Indian market. With the introduction of Methanol blending with fuel and other alternative uses will lead to increase the domestic demand of Methanol manifold.

Di-Methyle Ether (DME) is another efficient fuel and burns with lesser NOx, Particulate Matter (PM), no SOx. It is clean fuel can be used diesel alternative and blend with LPG. It is non-toxic

Annexure- C

MANAGEMENT DISCUSSION AND ANALYSIS REPORT


36

compound and is safe to handle. Assam Petro-Chemicals Ltd is preparing a DPR for setting up a DME plant at Namrup.

• Threats, Risks and Concerns:

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

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

ᇟ For limited market in the present economic 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 to the distant market situated at Eastern, Northern and Southern parts of the country.

ᇟ Stiff competition for the products due to existence 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 Formalin plants.

ᇟ The company produces Methanol using Natural 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.

3. PRODUCT-WISE PERFORMANCE:

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

4. OUTLOOK:

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. 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 at 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.

5. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT OF OPERATIONAL PERFORMANCE:

The financial performance of the company for the Financial Year 2017-18 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

Reply of the Board of Directors on the qualifications and Comments of the Auditors as per Section 143(3)(f) of the Companies Act, 2013

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

A Comments/Qualifications of Independent Auditors

1 The Company has incurred `60,38,834/- in relation to compensation paid to M/s Beijing Zehua Chemical Engineering Co. Ltd., China for deferment of 200 TDP Acetic Acid Project.

This had resultant in understatement of Profit for FY 2017-18 by `60,38,834/-.

Due to non viability of the 200 TPD Acetic Acid Project as per the market condition the management of the company had rightly dropped the project to be executed in future.Further, the observation is noted for future course of action

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. During the financial year 2017-18 the Company had paid Arrear Salary to the tune of `5,85,65,841/-. This led to understatement of Profit for FY 2017-18 by `5,85,65,841.

As per the specific approval of Government of Assam, the payment of arrear salary was crystallized during the financial year 2017-18 and paid accordingly. Hence, there is no understatement of Profit for the financial year 2017-2018.

3 Non availment of Service Tax Credit: Service Tax Credit amounting to `35,336.24 had not been claimed on the following payment-

i) `2,89,000/- on 03.06.2017 to Prism Logistics Pvt. Ltd.

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

As the contractor had included value for the works not completed till the Invoice date which is not payable as per the Work Order, hence the Project Department had not certified the bill. The bill was certified after completion of the work. Result of which the bill was paid after 12 months of its Invoice date.

4 Reversal of Cenvat Credit: - It has been observed that the Company has reversed Cenvat Credit amounting to `9,03,825/- in FY 2017-18. The Input for the above had been taken in the month of Feb’2015 & March’2015.

As the contractor had included value for the works not completed till the Invoice date which is not payable as per the Work Order, hence the Project Department had not certified the bill. The bill was certified after completion of the work. Result of which the bill was paid after 12 months of its Invoice date.


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

5 Assets/Liabilities written off during the year:

During the FY 2017-18, the Company had Credited to P/L the unclaimed credit balance of Sundry Debtors/Security Deposit of amount ̀ 11,12,643.36 & debited/written off the old balance of Sundry Debtors/Security Deposit of amount `9,45,772.17. This leads to overstatement of Profit by `166871.19 (net).

The balances were outstanding for last few years with no transaction. Further, as per the opinion of the Internal Auditor of the company the matter was discussed in the 343rd meeting of the Board of Director. As the Sundry Debtors/Security Deposit balances of various parties is of smaller amount and recovery cost will be higher than the amount receivable, the BOD has approved for write off the accounts

6 Applicability of The Insolvency and Bankruptcy 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.

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

B Comments of Comptroller and Auditor General of India1 Balance Sheet

Non-current Assets Capital Work in Progress (Note 9D): `76.24 crore

The above includes `0.74 crore being upfront fees paid for availing loan for 500 TPD Methanol Project. The Company, however, did not draw any loans against the upfront fee and hence, the expenditure should have been written off. Non writing off of the same has resulted in overstatement of “Capital Work in Progress” and “Reserve and Surplus” by `0.74 crore.

The observation is noted and assured that proper entry will be made in the next financial year i.e. 2018-19.

2 Balance SheetCurrent AssetsInventories (Note 12): `8.52 crore

The closing inventory of Methanol was 251.407 MT as against which the company booked 372.540 MT in the annual accounts. This resulted in overstatement of above head profit for the year by `0.22 crore each.

The observation has been noted for future reference.

3 Balance SheetCurrent AssetsTrade Receivables (Note 13): `5.13 crore

The above includes `0.10 crore being trade receivables, which are under litigation and pending in court. The Company has not made any provision on these receivables which resulted in overstatement Current asset and profit for the year by `0.10 crore each.

As the matter is under litigation, the amount was not provided in the books of accounts for the FY 2017-2018.Further, the observation is noted and assured to make provision for the same in the next Financial year i.e. 2018-19.


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4 General

The Central Government, vide notification dated 29th March, 2018, enhanced the specified maximum limit of gratuity payable to employees as `20 Lakh. The Company, however, made provision for gratuity on the basis of demand received from LIC of India, which was generated on the basis of pre-revised maximum limit of ̀ 10 lakh. The fact merits suitable disclosure.

The observation has been noted for future reference.


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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, 2018The preparation of financial statements of Assam Petrochemicals Limited for the year ended 31st March, 2018 in accordance with the financial reporting framework prescribed under the Companies Act, 2013 is the responsibility of the management of the company. The statutory auditors appointed by the Comptroller and Auditor General of India under section 139(5) of the Act are 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 30 July, 2018.

I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit of the financial statements of Assam Petrochemicals Limited for the year ended 31 March 2018 under section 143(6)(a) of the Act. 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)(b) of the Act 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:

A. COMMENTS ON FINANCIAL POSITION1. Balance Sheet Non Current Assets Capital Work in Progress (Note 9D) ̀ 76.24 crore

The above includes `0.74 crore being unfront fees paid for availing loan for 500 TPD Methanol Project. The Company, however, did not draw any loans against the upfront fees and hence, the expenditure should have been written off. Non writing off of the

same has resulted in overstatement of “Capital Work in Progress” and “Reserve and Surplus” by `0.74 crore each.

2. Balance Sheet Current Assets Inventories(Note 12) `8.52 crore

The closing Inventory of Methanol was 251.407 MT as against which the Company booked 372.540 MT in the annual accounts. This resulted in overstatement of above head and profit for the year by `0.22 crore each.

3. Balance Sheet Current Assets Trade Receivables (Note 13) `5.13 crore

The above includes `0.10 crore being trade receivables, which are under litigation and pending in court. The Company has not made any provision on these receivables which resulted in overstatement Current assets and profit for the year by `0.10 crore each.

B. GENERAL

The Central Government, vide notification dated 29th March 2018, enhanced the specified maximum limit of gratuity payable to employees as `20 Lakh. The Company, however, made provision for gratuity on the basis of demand received from LIC of India, which was generated on the basis of pre-revised maximum limit of `10 Lakh. The fact merits suitable disclosure.

For and on the behalf of the

Comptroller and Auditor General of India

Sd/-Place: Guwahati Rashmi AggarwalDate: 18/09/2018 Accountant General (Audit), Assam


41

Independent Auditor’s ReportTo

The Memebrs of

ASSAM PETROCHEMICALS LIMITED

Report on the Financial Statements

We have audited the accompanying standalone financial statements of ASSAM PETRO CHEMICALS LIMITED, (“The Company”) which comprise the Balance Sheet as at March 31, 2018 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 31.03.2018 as per our appointment vide letter No. CA. V/COY/ASSAM, APETRO (1)/80 dated 13.07.2017 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.


42

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

1. The Company has incurred `6038834/- in relation to compensation paid to M/s Beijing Zehua Chemical Engineering Co. Ltd., China for deferment of 200 TPD Acetic Acid Project.

This had resultant in understatement of Profit for FY 2017-18 by `6038834/-.

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.

During the financial year 2017-18 the Company had paid Arrear Salary to the tune of `58565841/-. This led to understatement of Profit for FY 2017-18 by `58565841.

3. Non availment of Service Tax Credit : Service Tax Credit amounting to `35336.24 had not been claimed on the following payment-

i) `289000/- on 03.06.2017 to Prism Logistics Pvt. Ltd.


4. Reversal of Cenvat Credit: It has been observed that the Company has reserved Cenvat Credit amounting to `903825/- in FY 2017-18. The Input for the above had been taken in the month of Feb’2015 & March’2015.


5. Assets/Liabilities written off during the year: During the FY 2017-18, the Company had Credited to P/L, the unclaimed credit balance of Sundry Debtors/Security Deposit of amount `1112643.36 & debited/written off the old balance of Sundry Debtors/Security Deposit of amount `945772.17. This leads to overstatement of Profit by `166871.19(net).

6. Applicability of The Insolvency and Bankruptcy Code, 2016(IBC): The provisions of the relevant Law is 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.

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:

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

b. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018;

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

Emphasis of Matter

1. We draw attention to Note 5(b)(ii) and Note 24.1 to the financial statements related to Equity capital money received from Government of Assam amounting ̀ 8846.31 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.

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


43

3. 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.

4. We draw attention to Note 25.11 to the 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.

5. Unable to Obtain C Forms: The Company has been unable to obtain “C” Forms from some of the Debtors to whom sales were made more than 3 months ago. This creates a contingent liability over the Company for payment of additional tax to the Sales Tax Department in case of assessment for failure to produce C Form. Also Interest & Penalty amount can be incurred by the Company.

6. Demand for Non-Compliance of TDS Ragulations: We have observed the deficiencies from Traces Site towards interest on delayed payment of TDS, Short Deduction & Late Filing of TDS Return for various years `179580/-. This has lead for Contingent Liability to the Company.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) 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.

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

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

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

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

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

(e) On the basis of the written representations received from the Directors as on 31st March,2018 and taken on record by the Board of Directors, none of the Directors are disqualified as on 31st March, 2018 from being appointed as a Director in terms of sub section 2 of section 164 of the Act.

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

(g) With respect to the other matters to 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 :

i) The Company has disclosed the impact of pending litigations on its financial


44

position in its financial statements Refer Note No. 24.2 to the financial statements;

ii) Provision has been made in the financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contacts –ReferNote No. 8 to the financial statements;

iii) There has been no delay in transferring 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: 30th July’2018 (NIRAJ AGARWALLA)Place: Guwahati Partner

Membership. No. 310895


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ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT -31ST MARCH, 2018Referred 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 immovable 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 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 `60,05,052/- 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.

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, goods & services tax, 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, goods & service tax and cess were in arrears, as at 31-March-2018 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, goods & services tax and cess which have not been deposited with the appropriate authorities


46

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 to Au-gust’2015

CESTAT Kolkata

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.

9. The company has not raised money by way 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.

10. Based upon the audit procedures performed and 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 been noticed or reported during the course of our audit, that causes the financial statements to be materially misstated except as instance mentioned below:-

It has been noticed in the Company Board Meeting No.342 held on 16.07.2018 vide Agenda No.16, Shri D. Kakoti, GM(HRM) received an increment

illegally at the time of implementation of AS(ROP) Rules, 2010. It was found that GM(HRM) took advantage of official positions and mislead the Competent Authority for availing undue benefits.

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

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

13. According to the information and explanations 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.

14. According to the information and explanations 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.

15. According to the information and explanations 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.

16. The company is not required to be registered 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. Chartered Accountants FRN : 321080E Sd/-

Date: 30th July’2018 (NIRAJ AGARWALLA)Place: Guwahati Partner Membership. No. 310895


47

Annexure “B” to the Independent Auditor’s Report -31st March, 2018 of Even Date on the Standalone Financial Statements of Assam

Petrochemicals Limited

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 31st March, 2018 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 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 purpose in accordance with generally accepted accounting principles. A company’s internal


48

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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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.

Basic for Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weakness have been identified as at March 31, 2018 :

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

i) Lack of proper management of Creditors/Trade 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.

ii) Fringe Benefit Tax refundable: Long Term Loans & 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.

iii) The Company had overstated the Other Short Terms Loans of Loans & Advances as well as duties & taxes of Current Liabilities by `1,04,277/- as on 31.03.2017.

iv) Forest Royalty: It has been observed that Forest 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.

v) Labour Cess: It has been observed that Labour Cess of 1% has not been deducted while making payment to contractors for various works undertaken during the year. This has led to loss to the State Government exchequer.

vi) As per provisions of Companies Act’2013, a 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.

vii) Weakness in Debtors/Trade Receivables management like lack of practice of timely reconciliation of account statements, long credit balance outstanding, unsystematic realization and credit period allowed to the parties and non adherence to the credit policy of the company, non release/adjustment of CST Security Deposit collected from customers beyond reasonable period.

viii) The Management had not taken/claimed


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Input Credit on CST of total amount `40421/- during the FY 2017-18. This had resultant in overstatement of Expense/Asset & excess outflow for payment of taxes.

ix) The Company had not paid a net total of ̀ 1410/- GST on Reserve Charge Mechanism on payment made to unregistered dealer & for legal services obtained. This has lead for Contingent Liability to the Company.

x) The Company had not charged GST of `252/- against charges collected for Tanker Testing. This will lead to penalty charges to the Company by the GST Authority.

xi) The Company had not taken/claimed Input of `8109/- in Excise Return in the month of June’17. This had lead to understatement of Profit by `8109/- & excess outflow for payment of taxes.

xii) As per Finance Act’2017, expenses exceeding `10000/- should be paid by account payee cheque drawn on a bank or account payee bank draft but the Company has made cash payment of `13620/- against Salary for Leave Encashment violating the Provisions of Income Tax Act’1961.

xiii) Penalty charges of ̀ 174470/- has been deducted by various tax authorities in FY 2017-18for non-compliance of Statutory Provisions effectively.

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 weakness 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, 2018, 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 weakness identified and reported above in determining the nature, timing and extent of audit tests applied in our audit of the March 31, 2018 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.

Chartered Accountants

FRN : 321080E

Sd/-

Date: 30th July’2018 (NIRAJ AGARWALLA)

Place: Guwahati Partner

Membership. No. 310895


50

Balance Sheet as at 31st March, 2018

Particulars Note No.

As at 31st March, 2018 As at 31st March, 2017

` `

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 3 91,259,720 91,259,720

(b) Reserves and surplus 4 542,632,804 488,212,641

(c) Money received against share warrants

633,892,524 579,472,361

2 Share application money pending allotment - -

3 Non-current liabilities

(a) Long-term borrowings - -

(b) Deferred tax liabilities (net) 25.6 17,718,099 17,679,843

(c) Other long-term liabilities 5 897,513,296 380,070,837

(d) Long-term provisions - -

915,231,395 397,750,680

4 Current liabilities

(a) Short-term borrowings - -

(b) Trade payables 6 50,583,128 52,846,300

(c) Other current liabilities 7 109,367,401 55,728,122

(d) Short-term provisions 8 16,154,403 7,946,605

176,104,932 116,521,027

TOTAL 1,725,228,851 1,093,744,068

B ASSETS

1 Non-current assets

(a) Fixed assets

(i) Tangible assets 9.A 132,642,743 137,847,259

(ii) Intangible assets 9.B 352,086 326,449

(iii) Capital work-in-progress 9.D 762,441,233 284,985,200

(iv) Intangible Assets under Development - -

895,436,062 423,158,908

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

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

(d) Long-term loans and advances 10.B 46,678,466 48,031,651


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` `

(e) Other non-current assets 11 16,162,352 2,696,691

62,840,818 50,728,342

2 Current assets

(a) Current investments - -

(b) Inventories 12 85,181,054 100,690,904

(c) Trade receivables 13 51,254,791 66,770,097

(d) Cash and cash equivalents 14 576,058,814 432,282,804

(e) Short-term loans and advances 15 50,774,112 18,016,005

(f) Other current assets 16 3,683,201 2,097,006

766,951,971 619,856,817

TOTAL 1,725,228,851 1,093,744,068

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. Niraj Agarwalla) (Uttam Bailung) (Ratul Bordoloi) (Jagadish Bhuyan)Partner Company Secretary Managing Director ChairmanM.No. 310895 (M.No.:FCS-7254) (DIN:03315766) (DIN:01308520)Place : GuwahatiDate : 28th July, 2018


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Statement of Profit and Loss for the year ended 31st March, 2018


For the year ended 31st March, 2018


` ` A CONTINUING OPERATIONS 1 Revenue from operations (gross) 17 973,866,083 933,815,997 Less: Excise duty 17 20,963,845 94,083,965 Revenue from operations (net) 952,902,238 839,732,032 2 Other income 18 44,801,723 34,547,155 3 Total revenue (1+2) 997,703,961 874,279,187 4 Expenses : (a) Cost of materials consumed 19.A 278,156,397 302,263,477 (b) Purchases of stock-in-trade - -

(c) Changes in inventories of finished goods,WIP and stock-in-trade 19.B (1,247,918) 3,187,518

(d) Employee benefits expense 20 343,079,414 328,718,149 (e) Finance costs 21 - 66,206 (f) Depreciation and amortisation expense 9E 14,661,408 13,633,245

(g) Other expenses 22 240,097,699 192,469,420 Total expenses 874,747,000 840,338,015

5 Profit / (Loss) before prior period,exceptional and extraordinary items and tax (3 - 4) 122,956,961 33,941,172

6 Prior Period Items 23.A 1,009,928 3,234,585

7 Profit / (Loss) before exceptional and extraordinary items and tax (5 - 6) 121,947,033 30,706,587

8 Exceptional items 23.B 68,336,888 -

9 Profit / (Loss) before extraordinary items and tax (7 + 8) 53,610,145 30,706,587

10 Extraordinary items 11 Profit / (Loss) before tax (9 + 10) 53,610,145 30,706,587 12 Tax expense: (a) Current tax expense for current year 5,816,368 2,678,528 (b) MAT credit entitlement (5,816,368) (2,678,528) (c) Tax expense relating to prior years (848,274) 572,077 (d) Net current tax expense - - (e) Deferred tax 25.6 38,256 1,542,039

13 Profit / (Loss) from continuing operations (11 +12) 54,420,163 28,592,471

B DISCONTINUING OPERATIONS

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

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

- -

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


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` `

(a) on ordinary activities attributable to the discontinuing operations - -

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

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

C TOTAL OPERATIONS 16 Profit / (Loss) for the year (11 + 13) 54,420,163 28,592,471

17.i Earnings per equity share (of ` 10/- each): (a) Basic (i) Continuing operations 25.5.a 5.97 3.14 (ii) Total operations 25.5.b 5.97 3.14 (b) Diluted (i) Continuing operations 25.5.e 5.97 3.14 (ii) Total operations 25.5.f 5.97 3.14

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

(a) Basic (i) Continuing operations 25.5.c 5.97 3.14 (ii) Total operations 25.5.d 5.97 3.14 (b) Diluted (i) Continuing operations 25.5.g 5.97 3.14 (ii) Total operations 25.5.h 5.97 3.14

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

Statement of Profit and Loss for the year ended 31st March, 2018 (contd.)



54

Cash Flow Statement for the year ended 31st March, 2018

Particulars For the year ended

31st March, 2018 For the year ended

31st March, 2017 ` ` ` `

A. Cash flow from operating activities Net Profit / (Loss) before extraordinary items and tax 53,610,145 30,706,587 Adjustments for:

Depreciation and amortisation 14,661,408 13,633,245 Finance costs - - Interest income (37,995,044) (25,191,289)Liabilities / provisions no longer required written

backOther Non Operative Items 6,038,834 Other Non Cash Items (5,757,344) 2,167,725 Capital Subsidy Written Back (23,052,146) - (9,390,319)

Operating profit / (loss) before working capital changes 30,558,000 21,316,268 Changes in working capital: Adjustments for (increase) / decrease in operating assets:

Inventories 15,509,850 1,895,268 Trade receivables 15,515,307 (34,580,523) Short-term loans and advances (32,758,106) 2,013,618 Long-term loans and advances (4,273,090) 4,114,358 Other current assets (1,586,195) 8,784,192 Other non-current assets (13,465,661) -

Adjustments for increase / (decrease) in operating liabilities:

Trade payables (2,263,172) (2,250,776)Other current liabilities 53,639,279 22,195,670 Other long-term liabilities 2,705,356 (725,282)Short-term provisions 8,207,798 4,615,053 Long-term provisions - 41,231,366 - 6,061,578

71,789,366 27,377,846 Cash flow from extraordinary items - - Cash generated from operations 71,789,366 27,377,846 Net income tax (paid) / refunds 8,764,115 13,834,713 Net cash flow from / (used in) operating activities (A) 80,553,481 41,212,559 B. Cash flow from investing activities Capital expenditure on fixed assets, including capital advances (483,164,681) (128,327,859)

Interest received - Subsidiaries - Associates


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31st March, 2017 ` ` ` `

- Joint ventures - Others 37,995,044 25,191,289 Sale of Discarded Assets Cash flow from extraordinary items (6,038,834) Net income tax (paid) / refunds Net cash flow from / (used in) investing activities (B) (451,208,471) (103,136,570)C. Cash flow from financing activities Advance against equity participation received / (refunded) 514,431,000 -

Dividend (including dividend distribution tax) - - Interest Paid - - Cash flow from extraordinary items - - Net cash flow from / (used in) financing activities (C) 514,431,000 - Net increase / (decrease) in Cash and cash equivalents (A+B+C) 143,776,010 (61,924,011)

Cash and cash equivalents at the beginning of the year 432,282,804 494,159,815 Effect of exchange differences on restatement of foreign currency Cash and cash equivalents - -

Cash and cash equivalents at the end of the year 576,058,814 432,235,804 Reconciliation of Cash and cash equivalents with the Balance Sheet:

Cash and cash equivalents as per Balance Sheet (Refer Note 14) 576,058,814 432,282,804

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) 576,058,814 432,282,804

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 * 576,058,814 432,282,804 * Comprises: (a) Cash on hand 143,447 31,206 (b) Cheques, drafts on hand (c) Balances with banks (i) In current accounts 52,507,066 12,117,563 (ii) In EEFC accounts (iii) In deposit accounts with original maturity of less than 12 months 235,568,178 207,249,900

(iv) In earmarked accounts (Advance against Equity Paticipation) 287,717,932 212,719,225


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31st March, 2017 ` ` ` `

(d) Others (Unpaid Dividend) 122,192 164,911 (e) Current investments considered as part of Cash and cash equivalents - -

576,058,814 432,282,804

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 )


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.


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Note Particulars2.3 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.


58

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.


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Note Particulars2.13 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.


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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 incomeCurrent 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.


61

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.

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 / GST input credit is accounted for in the books in the period in which the underlying service/ Goods 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 / GST:

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. GST is accounted on the basis of payment made in respect of goods / service supplied.


62

Notes forming part of the financial statementsNote 3 Share Capital

Particulars As at 31st March, 2018 As at 31st March, 2017

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 9,135,047 91,350,470 9,135,047 91,350,470

(c) Subscribed and fully paid up

Equity shares of ` 10/- each with voting rights 9,119,947 91,199,470 9,119,947 91,199,470

(89,47,880 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 9,135,047 91,259,720 9,135,047 91,259,720

Particulars

Notes:

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

Particulars Opening Balance

Fresh issue Bonus ESOP Conversion Buy back Other

changesClosing Balance

Equity shares with voting rights

Year ended 31 March, 2018

- Number of shares 9,119,947 - - - - - - 9,119,947

- Amount (`) 91,199,470 - - - - - - 91,199,470

Year ended 31 March, 2017

- Number of shares 9,119,947 - - - - - - 9,119,947

- Amount (`) 91,199,470 - - - - - - 91,199,470


63

Notes forming part of the financial statementsNote 4 Reserves and Surplus


` `

(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 11,029,100 11,029,100 Add: Additions during the year - - Less: Utilised during the year - - Closing balance 11,029,100 11,029,100

(c) General reserve Opening balance 741,308,603 741,308,603

(ii) Shareholders holding more than 5% of Shares

Name of the Shareholders As at 31st March, 2018 As at 31st March, 2017

Number of shares

Amount originally paid up

`

Number of shares

Amount origi-nally

paid up `

Assam Industrial Development Corporation Ltd. 8,947,880 98.14% 8,894,040 88.18%

Particulars

(iii) Details of forfeited shares

Class of shares As at 31st March, 2018 As at 31st March, 2017

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


64

Note 5 Other long-term liabilities

Particulars As at 31st March, 2018 As at 31st March, 2017 ` `

(a) Trade Payables: (b) Others:

(i) Trade / Security deposits received 12,882,296 9,870,837 (ii) Advance for Equity Participation* 884,631,000 370,200,000

Total 897,513,296 380,070,837 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 by partly issuing additional equity. On the basis of proposal made by the company, Govt. of Assam had sanctioned `88.46 crores. The Public Investment Board has approved same.Since the money received against the equity perticipation of Govt. of Assam in 500 TPD Methanol and 200 TPD Formalin Project, the fund received from Govt of Assam 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 pro-cess and decision will be taken by the Board in due course after completion of the formalities. Note 6 Trade Payables


Trade payables: Acceptances 50,583,128 52,846,300 Other than Acceptances - -

Total 50,583,128 52,846,300


` `

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

Act 2013Closing balance 741,308,603 741,308,603

(d) Deffered Capital Subsidy Opening balance - - Add: Additions / transfers during the year - - Less: Utilisations / transfers during the year - - Closing balance - -

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

Opening balance (264,138,687) (292,731,158)Add: Profit / (Loss) for the year 54,420,163 28,592,471 Less: Dividends proposed to be distributed to equity

shareholders - -

Tax on dividend - - Transferred to General Reserve - -

Closing balance (209,718,524) (264,138,687)Total 542,632,804 488,212,641


65

Note 7 Other current liabilities :


` `

(a) Unpaid dividends 122,192 164,874

(b) Earnest Money 13,307,615 1,979,235

(c) Other payables

(i) Statutory remittances (Contributions to PF and ESIC,Excise Duty, VAT, Service Tax, etc.) 13,734,424 31,361,263

(ii) Contractually reimbursable expenses 26,350 -

(iii) Salaries & Wages payables 16,533,255 13,015,889

(iv) Advances from customers - 375,681

(v) Others (Work Bill Payable) 56,546,982 1,544,115

(v) Others (Misc.) 9,096,583 7,287,066

Total 109,367,401 55,728,122

Note 8 Short-term provisions


` `

(a) Provision for employee benefits:

(i) Provision for bonus & ex-gratia 6,407,707 3,308,749

(ii) Provision for other defined contribution plans (net) 3,578,378 1,610,198

(iii) Provision for Arrear Salary - -

9,986,085 4,918,947

(b) Provision - Others:

(i) Provision for tax 5,816,368 2,678,528

(ii) Provision - others (Audit Fee) 351,950 349,130

(iii) Provision for proposed equity dividend - -

(iv) Provision for tax on proposed dividends - -

6,168,318 3,027,658

Total 16,154,403 7,946,605


66

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68

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at

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18

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1

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inat

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and

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Bala

nce

as

at

31st

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ch,

2018

Bala

nce

as

at

31st

Mar

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2018

Bala

nce

as

at

31st

Mar

ch,

2017

`

`

`

`

`

`

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`

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TER

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1

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3

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61


69

Unamortised Catalyst

PARTICULARS (Value in `)

As at 31st March, 2018 As at 31st March, 2017 Value of Catalyst issued 2,696,691 4,405,402

Add.: Addition during the year 18,766,082 -

Amortised during the year on the basis of technical certificate of 100000 MT of Methanol production 5,300,421 1,708,711 Balance Unamortised amount 16,162,352 2,696,691

9C. AMORTISATION EXPENSES

PARTICULARS(Value in `)


Value of catalyst consumed 5,300,421 952,404

Fee for increase of authorised capital - 3,330,102

Total amortised amount for the year 5,300,421 4,282,506

9D. CAPITAL WORK IN PROGRESS

PARTICULARS (Value in `)


METHANOL PLANT 500TPD & 200TPD FORMALIN PLANT 761,044,833 165,260,182

OTHER PROJECT 1,396,400 896,000

TOTAL 762,441,233 166,156,182

9E. Depreciation and amortisation relating to continuing operations:

Particulars



` `

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

10,757,504 11,239,599

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

130,024 139,629

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

5,300,421 5,038,813

Less: Utilised in CWIP (1,513,284) (2,784,796)

Depreciation and amortisation relating to discontinuing operations

- -

Depreciation and amortisation relating to continuing operations 14,674,665 13,633,245


70

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 26,536,604 20,413,861 Doubtful

26,536,604 20,413,861 Less: Provision for doubtful deposits - -

26,536,604 20,413,861 (b) Loans and advances to related parties (Refer Note 25.4)

Secured, considered good Unsecured, considered good - Doubtful 4,664,185 4,664,185 4,664,185 4,664,185 Less: Provision for doubtful loans and advances 4,664,185 4,664,185

- - (c) Loans and advances to employees

Secured, considered good - Unsecured, considered good 2,244,160 3,712,976 Doubtful - - 2,244,160 3,712,976 Less: Provision for doubtful loans and advances - -

2,244,160 3,712,976 (d) Advance income tax - Unsecured, considered good 9,581,334 18,345,449 (e) MAT credit entitlement - Unsecured, considered good 5,816,368 2,678,528 (f) Other loans and advances

Secured, considered good Unsecured, considered good 2,500,000 2,880,837 Doubtful 750,000 750,000 18,647,702 24,654,814 Less: Provision for other doubtful loans and advances 750,000 750,000

17,897,702 23,904,814 Total 46,678,466 48,031,651


71

Note 11 Other non-current assets


` `

(a) Unamortised expenses (i) Others (Stock of Unamortised Catlyst) 16,162,352 2,696,691

Total 16,162,352 2,696,691

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


` `

(a) Finished goods (other than those acquired for trading) 7,480,155 7,808,147 Goods-in-transit - -

7,480,155 7,808,147 (b) Stores and spares 76,979,822 92,074,559

Goods-in-transit - - 76,979,822 92,074,559 (c) Loose tools 721,077 808,199

Goods-in-transit - - 721,077 808,199

Total 85,181,054 100,690,904 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 4,839,093 4,030,951 Doubtful - - 4,839,093 4,030,951 Less: Provision for doubtful trade receivables - -

4,839,093 4,030,951 Other Trade receivables

Secured, considered good 29,585,756 26,038,417 Unsecured, considered good 16,829,941 36,700,730 Doubtful 46,415,697 62,739,147 Less: Provision for doubtful trade receivables -

46,415,697 62,739,147

Total 51,254,791 66,770,097


72

Note 14 Cash and cash equivalents


` `

(a) Cash on hand 143,447 31,206

(b) Cheques, drafts on hand

(c) Balances with banks

(i) In current accounts 52,507,066 12,117,563

(ii) In EEFC accounts

(iii) In deposit accounts upto 3 months maturity 96,881,288

(iv) In earmarked accounts

- Unpaid dividend accounts 122,192 164,911

- Other earmarked accounts(Refer Note (i) ) 287,717,932 212,719,225

(d) Fixed Deposits with Banks:

(i) With more than 3 months and upto 1 year maturity 235,568,178 110,368,612

(ii) With more than 1 year maturity

Total 576,058,814 432,282,804


73

Note 15 Short-term loans and advances


(a) Loans and advances to employees Secured, considered good - - Unsecured, considered good 2,163,175 13,251,313 Doubtful - -

2,163,175 13,251,313 Less: Provision for doubtful loans and advances - -

2,163,175 13,251,313 (b) Prepaid expenses - Unsecured, considered good 2,587,447 2,077,154 (c) Balances with government authorities

Unsecured, considered good (i) CENVAT credit receivable 45,399,161 773,201 (ii) VAT credit receivable /GST ITC 104,277 104,277 (iii) Service Tax credit receivable - 650,586 (iv) Revenue Stamp 7,665 4,712

(d) Others (Advance to Suppliers & Contractors, etc) Secured, considered good Unsecured, considered good 512,387 1,154,762 Doubtful - -

512,387 1,154,762 Less: Provision for other doubtful loans and advances - -

512,387 1,154,762 Total 50,774,112 18,016,005

Note 16 Other current assets


(a) Accruals (i) Interest accrued on deposits 3,683,201 2,097,006 (ii) Interest accrued on investments - - (iii) Interest accrued on trade receivables - -

Total 3,683,201 2,097,006

Note 17 Revenue from operations



31st March, 2017 ` `

(a) Sale of products (Refer Note (i)) 973,866,083 933,815,997 973,866,083 933,815,997 Less:

(b) Excise duty 20,963,845 94,083,965 Total 952,902,238 839,732,032


74

Note Particulars For the year ended


31st March, 2017 ` `

(i) Sale of products comprises: Manufactured goods

Methanol (Gross) 274,315,757 271,790,726 Less: Sales Tax (i.e. VAT & CST) 1,257,645 6,091,181 Less: Quantity Discount - 273,058,112 265,699,545 Formalin (Gross) 705,149,401 684,895,009 Less: Sales Tax (i.e. VAT & CST) 4,341,429 16,778,557 Less: Quantity Discount - 700,807,972 668,116,452

(ii) Others Total - Sale of products 973,866,083 933,815,997

Note 18 Other Income

Particulars



` `

(a) Interest income (Refer Note (i)) 41,234,428 31,638,322

(b) Net gain on foreign currency transactions and translation - 505

(c) Other non-operating income (net of expenses directly attributable to such income) (Refer Note (ii)) 3,567,295 2,908,328

Total 44,801,723 34,547,155



31st March, 2017

` `

(i) Interest income comprises: Interest from banks on: deposits 37,995,044 25,191,289 other balances Interest on loans and advances 2,265,597 3,386,029 Other interest 973,788 3,061,004 Total - Interest income 41,234,428 31,638,322

(ii) Other non-operating income comprises: Power Subsidy received from AIDC - -

Miscellaneous income [net of expenses directly attributable] 3,567,295 2,908,328

Total - Other non-operating income 3,567,295 2,908,328


75

Note 20 Employee benefits expense



31st March, 2017

` ` Salaries and wages 291,974,691 269,837,055 Contributions to provident and other funds 39,699,243 50,821,526 Staff welfare expenses 11,405,480 8,059,568

Total 343,079,414 328,718,149

Note 21 Finance costs



31st March, 2017 ` `

(a) Interest expense on: (i) Borrowings - - (ii) Trade payables - - (iii) Interest on Income Tax - 66,206 (iv) Exchange Flucation Loss - -

Total - 66,206

Note 19.a Cost of materials consumed



31st March, 2017 ` `

Opening stock - - Add: Purchases 278,156,397 302,263,477 278,156,397 302,263,477 Less: Closing stock - -

Cost of material consumed 278,156,397 302,263,477 Material consumed comprises: Natural Gas 253,646,858 279,008,619 Raw Material Chemicals 3,984,674 3,353,538 Gas Transmission Charges 20,524,865 19,901,320

Total 278,156,397 302,263,477

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



31st March, 2017 ` `

Inventories at the end of the year: Finished goods 7,480,155 7,808,147 Finished goods-in transit - - 7,480,155 7,808,147 Inventories at the beginning of the year: Finished goods 7,808,147 10,995,665 Finished goods-in transit - - Less: Excise duty on Finished Goods -1,575,910

6,232,237 10,995,665 Net (increase) / decrease -1,247,918 3,187,518


76

Note 22 Other Expenses



31st March, 2017

` `

Consumption of stores and spare parts 16,230,557 8,148,156 Consumption of loose tools 115,275 181,498 Consumption of Other spares & materials 1,808,506 1,570,755 Increase / (decrease) of excise duty on inventory - 354,169 Power and fuel 123,098,690 118,801,198 Water 2,051,759 1,390,281 Formalin Conversion Expenses 13,731,327 - Repairs and maintenance - Buildings 11,524,406 5,842,852 Repairs and maintenance - Machinery 7,131,379 4,986,089 Repairs and maintenance - Others 1,701,483 935,229 Insurance 1,574,841 1,683,297 Rates and taxes 1,104,157 743,298 Corporate Social Responsibility Expenses 12,419,321 11,030,058 Travelling and conveyance 5,587,166 3,962,790 Printing and stationery 982,771 718,363 Freight and forwarding 9,223 221,413 Sales commission & discount 25,079,121 22,349,707 Business promotion 1,864,923 77,070 Legal and professional 2,191,716 2,091,255 Payments to auditors (Refer Note (i)) 282,170 282,820 Bad trade and other receivables, loans and advances written off - - Provision for doubtful trade and other receivables, loans and ad-vances (net)

- -

Miscellaneous expenses * 11,608,908 7,099,122 Total 240,097,699 192,469,420

Notes:



31st March, 2017

` `

(i) Payments to the auditors comprises (net of service tax input credit): As auditors - statutory audit 170,000 170,000 For taxation matters 85,000 75,000 For Certifications - - For Others 12,170 37,820

Total 267,170 282,820


77

Note 23.A Prior Period Items :



31st March, 2017 ` `

Selling Expenses

Payment of Gratuity - 331,237

Interest on Load Security with APDCL (FY 2016-2017) (1,604,819) (34,294)

Depreciation - 2,007

Provisions / Liabilities / Advances Wriiten Off/Back Liability for Land Revenue - 598,369

Liability for Service Tax - 4,179

Liability for Bonus Ex Gratia - (47,805)

Liability for Inward Freight Charges - (856)

Liability for Misc. Expenses - (30,275)

Liability for Staff Dues - (160,254)

Tax Deducted at Source - (3,985)

Cenvat Credit 147,267.00 207,533

Short /(Excess) provision of Expenses 11,453.00 -

Stock of Stores & Spares 1,817,124.65 2,429,252

Short /(Excess) provision of Interest on Term Deposits (120,990.66) -

Short /(Excess) provision of Land Revenue 759,577.00 (63,298)

Misc. Expenses related to earlier years 316.00 2,775

-

1,009,928 3,234,585

Note 23.B Exceptional items:

Particulars For the year ended 31st March, 2018


` `

Arrear Salary 58,565,841 - Arrear Contribution to PF 3,732,213 -

Compensation 6,038,834 -

Capital Subsidy Written Back - (43,387)Total 68,336,888 (43,387)


78

Note 24 Additional information to the financial statements Note Particulars24.1 Other Long Term Liabilities

As at 31st March 2018, the Company has received an amount of `88,46,31,000/- towards advance against eq-uity 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) 50,454,714 50,454,714

(ii) Central Excise Duty (CESTAT, Kolkata, period Feb.2011 to Feb.2012) 20,956,450 20,956,450

(iii) Central Excise Duty (CESTAT, Kolkata, period Mar.2012 to Jan.2013) 4,049,747 4,049,747

(iv) Central Excise Duty (CESTAT, Kolkata, period Feb.2013 to Oct.2013) 15,578,715 15,578,715

(v) Central Excise Duty (Com(A),Guwahati, period Nov.2013 to Aug.2015) 19,815,696 19,815,696

(vi) Oil India Limited (Debit Note for Vat on NG, period 2006-2007) 17,286,990 17,286,990

(b) Guarantees - - (c) Other money for which the Company is contingently liable - - (d) Commitments not provided for : (i) Estimated amount of contract remaining to be executed in Capital Account and not provided for : Tata Consulting Engineers Limited 74,625,000 74,625,000 Engineers India Limited 610,865,698 619,302,123 Nitul Nahardeka 2,694,224 - Badri Rai & Co. 7,521,695 11,363,265 India Ratings & Research Pvt. Ltd. - 5,350,000 Ramesh Gohain - 3,163,787 A. C. Gogoi - 218,600 SKM Geo Survey - 997,240 Gouri Dirial - 310,228 Nitu Sonwal - 2,371,205 Keller Ground Engineering India Pvt. Ltd. 14,142,742 418,723,388 Prism Logistic Private Ltd. - 289,000 Bharat Heavy Electricals Limited 751,868,000 - Bridge & Roof 688,451,671 - Deepak Construction 215,000,000 -


79

Sontosh Sahewalla 2,451,087 - Prabhakar Buildcon Private Limited 544,000 - Total 2,368,164,117 1,136,713,836 Less: Advance to Consultants - - Balance 2,368,164,117 1,136,713,836

24.3 Value of imports calculated on CIF basis For the year ended 31st March, 2018


` `

Raw materials - - Components - - Spare parts - - Total Components and spare parts - - Capital goods - -

24.4 Expenditure in foreign currency: For the year ended 31st March, 2018


` `

Royalty - - Know-how - - Professional and consultation fees - - Interest - - Other matters (Current Year $ 82,200, Previous Year $ 1950) 5,350,718 132,190

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 31st March, 2018

` %

Raw materials 274,171,723 100% (298,909,939) 100% Chemicals 3,984,674 100% (3,353,538) 100%


80

Stores & Spare Parts 18,154,338 100% (9,900,409) 100% Catalyst 5,300,421 100% 1,708,711 100%

Total 301,611,156 100% (310,455,175) 100% Note: Figures / percentages in brackets relates to the previous year

24.6 Earnings in foreign exchange: For the year ended 31st March, 2018


` `

Export of goods calculated on FOB basis - 1,259,733 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.)



31st March, 2017 ` `

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 `2,80,34,453/- (Year ended 31st March, 2017 `4,35,68,190/-) for Provident Fund contributions and `61,07,050/- (Year ended 31st March, 2017 `62,32,489/-) 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.


81

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 31st March, 2018 Year ended 31st March, 2017

Gratuity Group Leave Encashment Gratuity Group 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



c) Discount Rate 7.5% p.a. 7.5% p.a. 8% p.a. 8% p.a.

d) Salary Escalation 5% p.a. 5% p.a. 5% p.a. 5% p.a.


82

Particulars

Year ended 31st March, 2018 Year ended 31st March, 2017

Gratuity Group Leave Encashment Gratuity Group Leave

Encashment

` ` ` `

Result of Valuation

PV of Past Service Benefit 167,564,989 93,809,072 161,928,015 89,382,737

Current Service Cost 2,523,511 17,073,767 2,459,640 17,406,740

Total Service Gratuity 277,344,320 - 290,614,034 -

Accrued Gratuity 218,782,267 - 224,368,182 -

LCSA 58,562,053 20,111,080 66,245,852 19,823,271

LC Premium 226,488 174,755 239,747 161,602

Service Tax 40,768 31,456 35,963 24,240

Recommended Contribution Rate

Fund as on Renewal Date 164,867,278 108,865,012 165,355,360 106,208,406

Additional Contribution for Existing Fund 2,697,711 - - -

Current Service Cost 2,523,511 2,017,827 - 581,071

Total Amount Payable 5,488,478 2,224,038 275,710 766,913

Expense recognised in the Statement of Profit and Loss

Current service cost 2,523,511 2,017,827 - 581,071

Additional Contribution 2,697,711 - - -

LC Premium 267,256 206,211 275,710 185,842

Total expense 5,488,478 2,224,038 275,710 766,913


83

Not

e 25

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84

Not

e 25

Dis

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ures

und

er A

ccou

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(con

td.)

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e

Part

icul

ars

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year

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arch

, 201

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e ye

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ch, 2

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ly:

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ent.


85

Note 25 Disclosures under Accounting Standards (contd.)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, 2018 and balances outstanding as at 31 March, 2018:

Particulars Holding Company Subsidiaries KMP

Investment in Equity Shares - 10,000,000 - - (10,000,000) - Advance for Share Application - 480,000 - - (480,000) - Loans - 4,184,185 - - (4,184,185) - Salary & Other Benefits - Ratul Bordoloi 1,983,228

(2,981,943)

Uttam Bailung - 1,345,589

(1,229,050)

Amount Receivable as on 31.03.2018 - 14,664,185 -

(Equity shares, Loans & Share Application) - (14,664,185) -

Amount Payable as on 31.03.2018 89,478,800 - - (Equity Shares) (80,415,400) - -

Note: Figures in bracket relates to the previous year. Salary & Other benefit paid to the Managing Director during previous year includes `8,33,113/- for Leave Encashment and `3,31,237/- for Gratuity.


86


Note Particulars For the year ended 31st March, 2018


` `

25.5 Earnings per share Basic:

25.5.a Continuing operations Net profit / (loss) for the year from continuing operations 54,420,163 28,592,471 Less: Preference dividend and tax thereon - - Net profit / (loss) for the year from continuing operations attributable

to the equity shareholders 54,420,163 28,592,471

Weighted average number of equity shares 9,119,947 9,119,947 Par value per share 10.00 10.00 Earnings per share from continuing operations - Basic 5.97 3.14

25.5.b Total operations: Net profit / (loss) for the year 54,420,163 28,592,471 Less: Preference dividend and tax thereon - - Net profit / (loss) for the year attributable to the equity shareholders 54,420,163 28,592,471 Weighted average number of equity shares 9,119,947 9,119,947 Par value per share 10.00 10.00 Earnings per share - Basic 5.97 3.14 Basic (excluding extraordinary items)

25.5.c Continuing operations: Net profit / (loss) for the year from continuing operations 54,420,163 28,592,471 (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 54,420,163 28,592,471

Weighted average number of equity shares 9,119,947 9,119,947 Par value per share 10.00 10.00 Earnings per share from continuing operations, excluding

extraordinary items - Basic 5.97 3.14

25.5.d Total operations: Net profit / (loss) for the year 54,420,163 28,592,471 (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 54,420,163 28,592,471

Weighted average number of equity shares 9,119,947 9,119,947 Par value per share 10.00 10.00 Earnings per share, excluding extraordinary items - Basic 5.97 3.14 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.


87



` `

25.5.e Continuing operations: Net profit / (loss) for the year from continuing operations 54,420,163 28,592,471 Less: Preference dividend and tax thereon - - Net profit / (loss) for the year attributable to the equity shareholders

from continuing operations 54,420,163 28,592,471

Add: Interest expense and exchange fluctuation on convertible bonds (net)

Profit / (loss) attributable to equity shareholders from continuing operations (on dilution)

54,420,163 28,592,471

Weighted average number of equity shares for Basic EPS 9,119,947 9,119,947 Add: Effect of warrants, ESOPs and Convertible bonds which are

dilutive - -

Weighted average number of equity shares - for diluted EPS 9,119,947 9,119,947 Par value per share 10.00 10.00 Earnings per share, from continuing operations - Diluted 5.97 3.14

25.5.f

Total operations:

Net profit / (loss) for the year 54,420,163 28,592,471

Less: Preference dividend and tax thereon - -

Net profit / (loss) for the year attributable to the equity shareholders 54,420,163 28,592,471


- -

Profit / (loss) attributable to equity shareholders (on dilution) 54,420,163 28,592,471

Weighted average number of equity shares for Basic EPS 9,119,947 9,119,947

Add: Effect of Warrants, ESOPs and Convertible bonds which are dilutive

- -

Weighted average number of equity shares - for diluted EPS 9,119,947 9,119,947

Par value per share 10.00 10.00

Earnings per share - Diluted 5.97 3.14

Diluted (excluding extraordinary items) 25.5.g Continuing operations:

Net profit / (loss) for the year from continuing operations 54,420,163 28,592,471

(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

54,420,163 28,592,471




88



` `

Profit / (loss) from continuing operations attributable to equity shareholders (on dilution)

54,420,163 28,592,471

Weighted average number of equity shares for Basic EPS 9,119,947 9,119,947

Add: Effect of Warrants, ESOPs and Convertible bonds which are dilutive

- -

Weighted average number of equity shares - for diluted EPS 9,119,947 9,119,947

Par value per share 10.00 10.00

Earnings per share, from continuing operations, excluding extraordinary items - Diluted

5.97 3.14

25.5.h Total operations Net profit / (loss) for the year 54,420,163 28,592,471 (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 54,420,163 28,592,471


- -

Profit / (loss) attributable to equity shareholders (on dilution) 54,420,163 28,592,471 Weighted average number of equity shares for Basic EPS 9,119,947 9,119,947 Add: Effect of Warrants, ESOPs and Convertible bonds which are

dilutive - -

Weighted average number of equity shares - for diluted EPS 9,119,947 9,119,947 Par value per share 10.00 10.00 Earnings per share, excluding extraordinary items - Diluted 5.97 3.14

25.6 Deferred tax (liability) / asset: (17,679,843) (16,137,804) Tax effect of items constituting deferred tax liability On difference between book balance and tax balance of fixed

assets (57,092,513) (57,216,320)

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 38,256 (1,542,039) Tax effect of items constituting deferred tax assets: Provision for compensated absences, gratuity and other

employee benefits

Provision for doubtful debts / advances Disallowances under Section 40(a)(i), 43B of the Income Tax

Act, 1961 - -

On difference between book balance and tax balance of fixed assets



89


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:

Particulars As at 1st April, 2017 Additions Utilisation

Reversal (withdrawn as no longer

required)

As at 31st March, 2018

` ` ` ` `

Investment, Secutity, Loans & Advances 15,567,935 - - - 15,567,935

(15,567,935) - - - (15,567,935)

Debtors - - - - -

Bonus & Ex-gratia 3,308,749 9,127,667 6,028,709 - 6,407,707

(2,930,052) (3,308,749) (2,930,052) - (3,308,749)

Arrear Salary & Other Defined Contribution Plan

1,610,198 3,507,618 1,538,804 - 3,579,012

- (1,610,198) - - (1,610,198)

Provision for Tax & Audit Fee 3,027,658 3,656,950 3,027,658 - 3,656,950

(401,500) (3,015,158) (389,000) - (3,027,658)

Note: - Figures in brackets relate to the previous year.



` `

Unabsorbed depreciation carried forward

Brought forward business losses

On items included in Reserves and surplus pending amortisa-tion into the Statement of Profit and Loss

Others

Tax effect of items constituting deferred tax assets - -

Net deferred tax (liability) / asset (17,641,587) (17,679,843)



90

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 3,500,000 08.05.2007 11.00% 07.08.2007 17.03.2011 1,000,000 5,358,831

Loan- II 1,500,000 11.10.2007 11.00% 10.04.2009 22.10.2009 1,500,000 646,221

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.

25.10 Documents 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 `1,24,19,321/- (Previous year `1,10,30,058/-) 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 31.03.2018. Amount outstanding to these enterprise for the year ended 31st March 2018 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.



91

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 47th Annual General Meeting of the company held on Friday, 28th September, 2018 at 11:00 AM 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 2017-18 including Notice of 47th 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 2017-18 including Notice of 47th 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.

Assam Petro-Chemicals LimitedCIN-U24116AS1971SGC001339

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


92

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 1. Name : ..................................................................................... E-mail id: ………………………………………………………………

Address :…………………………………………………………………………………………………………………………………………..Signature:…………………………………………………………………………………………On failing him/her

2. Name : ..................................................................................... E-mail id: ……………………………………………………………… Address :…………………………………………………………………………………………………………………………………………..Signature:…………………………………………………………………………………………On failing him/her

3. Name : ..................................................................................... E-mail id: ……………………………………………………………… Address :…………………………………………………………………………………………………………………………………………..Signature:…………………………………………………………………………………………

as my/our proxy to attend and vote (on poll) for me/us and on my/our behalf at the 47th Annual General Meeting of Assam Petro-Chemicals Limited, to be held on Friday, 28th September, 2018 at 11:00 AM 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, 2018 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.

2 To fix the remuneration of the Independent Auditors at `2,00,000 (Rupees Two Lacs) only for the Financial Year 2018-19.

Special Business

3 TO FIX THE REMUNERATION OF THE COST AUDITORS OF THE COMPANY FOR THE FINANCIAL YEAR 2018-19

Signed this …………..day of 2018 Signature of the Shareholder

Note: 1. This form of proxy in order to be effective should be duly completed and deposited at the registered

office of the company, not less than 48 hours before the commencement of the meeting.

Assam Petro-Chemicals LimitedCIN-U24116AS1971SGC001339

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


93


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