Dear Members,
Your Directors are pleased to present the Thirty Ninth Annual Report on the operational
and business performance of the Company together with the Audited Financial Statements for
the Financial Year ended 31st March, 2023.
CORPORATE OVERVIEW:
Your Company is manufacturer of Oxo-Alcohols, that consist of the Products viz., 2
Ethyl Hexanol, Normal Butanol and Iso Butanol. Your Company is an Associate of The Andhra
Sugars Ltd., and has its Regd. Office at Venkatarayapuram, Tanuku.
FINANCIAL RESULTS:
The summary of the financial results, which have been prepared as per the Indian
Accounting Standards (Ind AS), for the Year under review along with the Previous Year's
figures are given below:
(Rs. in lakhs)
|
2022-23 |
2021-22 |
Net Sales (excl. GST) |
68298.16 |
96538.01 |
Profit / (Loss) before Interest & Depreciation |
5329.76 |
32382.93 |
Less: Interest |
863.62 |
860.51 |
Depreciation and Amortization Expense |
1538.73 |
1414.44 |
Profit / (Loss) after Interest and Depreciation before Extra-Ordinary
Items |
2927.41 |
30107.98 |
Exceptional Items |
-- |
-- |
Profit / (Loss) Before Tax |
2927.41 |
30107.98 |
Provision for: |
|
|
Current Tax |
1153.00 |
7810.00 |
Adjustment of Tax Expense for earlier years |
(16.43) |
(4.67) |
Deferred Tax |
(249.96) |
(1232.56) |
Reversal of MAT Credit Entitlement |
|
861.82 |
Profit / (Loss) After Tax |
2040.80 |
22673.39 |
Other Comprehensive Income |
(609.63) |
(129.12) |
Total Comprehensive Income for the period |
1431.17 |
22544.27 |
Balance brought forward from previous year |
37658.51 |
16388.81 |
Profit carried forward to next year |
39089.68 |
38933.08 |
OPERATIONAL AND FINANCIAL PERFORMANCE:
During this Financial Year 2022-23, Plant produced 59,616 MTs (Previous Year 72,405
MTs) of Oxo-Alcohols. Sales during the Year were 58,388 MTs (Previous Year 70,937 MTs).
Company posted Net Profit of Rs.20.40 crores during the Financial Year 2022-23 as compared
to Net Profit of Rs.226.73 crores during the previous Financial Year.
During the Year under review, shut-down of the Plant for 41 days for annual maintenance
and insufficient supply of Propylene from Hindustan Petroleum Corporation Limited (HPCL)
are the main reasons for lower production of 12,789 MTs.
DIVIDEND:
Considering the Company's performance for the Financial Year 2022-23 and the need to
conserve the Funds to meet its Long-Term growth objectives, your Board of Directors at
their Meeting held on 20.5.2023 has declared Dividend of Rs.1.50 (Rupee one and paise
fifty only) per Share (@15% on 8,49,71,600 Equity Shares of face value of Rs.10/- each)
involving a total cash outflow of Rs.12.75 crores. The Dividend, if approved by the
Members at the ensuing Annual General Meeting of the Company, will be paid to all the
eligible Members, involving a total cash outflow of Rs.12.75 crores. The Dividend shall be
subject to deduction of Income Tax at source. Pursuant to the provisions of Regulation 43A
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company
has formulated its Dividend Distribution Policy which is available on the website of the
Company at the link www.theandhrapetrochemicals.com.
The payout of Dividend is in line with the Company's Dividend Distribution Policy.
CONTRIBUTION TO EXCHEQUER:
Over the years, the Company has been significant contributor to the Government
Exchequer in the form of Duties and Taxes. During the Year under review, Rs.28.34 crores
was paid to the Exchequer as against Rs.136.70 crores in the Previous Year, a decrease of
Rs.79.27 crores over the Previous Year.
CAPITAL & RESERVES:
Authorised and Paid-up Capital:
The Authorised Capital of the Company is Rs.125.00 crores and the Paid-up Capital is
Rs.84.97 crores.
Reserves:
The total Reserves position as on 31.3.2023 stood at Rs.420.26 crores as against Rs.
418.69 crores for the Previous Year.
General Reserve:
During the Year under review, no amount has been transferred to the General Reserve.
MANAGEMENT DISCUSSION AND ANALYSIS: INDUSTRY STRUCTURE AND DEVELOPMENTS:
Continued Russia-Ukraine conflict, depressed Chinese economy and recessionary
conditions prevailing in most parts of the world effected global economy including Indian
economy.
Due to the poor global economy, International product prices got effected, which has
effected Profitability of your Company. The disturbed International economies has led to
increased Dumping of the Product.
The health and well-being of our employees are a top priority for the company.
OPPORTUNITIES AND THREATS:
Estimated demand of Oxo-Alcohols is at about 3,30,000 MTs per annum, which is growing
at a healthy growth rate of 8% to 10% per annum. The Company with its existing capacity of
80,000 MTs per annum is well placed though competition exists from indigenous
manufacturers and Imports. As such, there are no constraints in the Company's production
capability subject to HPCL's ability to meet the full Propylene requirement of the
Company. Sales realization is also expected to improve in view of the policies of the
Govt. of India and forecast of better Indian GDP growth.
However, commencement and stabilization of production by M/s BPCL, Kochi, a public
sector enterprise, and availability of its Oxo-Alcohols at competitive prices, dumping of
the products and currency fluctuations may impact the Company's performance to some
extent.
Ongoing Russia-Ukraine war and geopolitical tensions may effect on the business
environment which is going to be a big challenge.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
As required by the provisions of Companies Act, 2013, Internal Control Systems Report
has been appended to Independent Auditor's Report given by Statutory Auditors regarding
Financial Year 2022-23. The Company has internal control systems commensurate with the
size of the business operations. A Chartered Accountants firm is engaged to carry out
internal audit covering the entire operations. The audit firm submits internal audit
report periodically with their suggestions and/or corrections. Audit Committee critically
deliberates and reviews such internal audit reports and ensures effectiveness of the
control systems through necessary recommendations.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS:
In the area of Human Resources, the employees are being trained to meet the Plant
requirements from time to time by motivating them in a positive way and the Industrial
Relations continued to be cordial throughout the Year.
The total number of employees employed as on 31.3.2023 is 303.
FUTURE OUTLOOK:
Your Company Performance is expected to be reasonably good in view of the forecast of
better GDP growth for India. However, the disrupted business environment due to Russia
-Ukraine War & geopolitical tensions may impact the performance to some extent. Though
Company signed Natural Gas (NG) Term Sheet Agreement with GAIL in the year 2019, the
progress in the GAIL/APGDCL Natural Gas pipeline laying work got held up since more than
one year due to internal/finance issues.
The Company's performance to a large extent is dependent on international supply and
demand for these products and their prices which are influenced by crude prices, exchange
fluctuations and dumping by sources other than that covered by Anti-Dumping Duty.
RISKS AND CONCERNS:
Your Company is depending for its major raw material i.e., Propylene from a single
source, HPCL Refinery. However, the risk is built in the project evaluation. Risk is
slightly diluted to some extent by sourcing Propylene from GAIL-PATA .
Crude prices, Exchange rate fluctuations are also a matter of concern.
CAUTIONARY STATEMENT:
The statements describing the Company's outlook, objectives, projections, expectations,
estimations or predictions may be forward-looking statements based on certain assumptions
of future events. Actual results may differ materially from those expressed or implied,
since the Company's operations are influenced by external or internal factors. Your
Company closely monitors all major developments likely to affect the Operations and will
respond to meet the potential threats and to gain from any possible opportunities.
DEPOSITS:
During the Year under review, your Company did not accept any deposits within the
meaning of provisions of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
SAFETY, HEALTH AND ENVIRONMENT:
Your Company has evolved Safety, Health and Environment Policy.
Company has been completed 17.93 million accident free Man hours in last 14 years.
Total 4180 man-hours used for conducting Safety PEP talks, Safety induction training
and refresher trainings for employees including Contract / Contractor workmen and truck
drivers.
Safety of human and plant assets are of top priority of the Company. Continuous
training of personnel at various levels on safety and strict compliance of regulations is
ensured which resulted in another accident-free year.
Company has won PRASHANSA PATRA in Manufacturing Sector at National level from National
Safety Council for the year 2022.
Health:
Health monitoring of all employees including contract labour & canteen workers is
done on regular basis.
Environment:
Online Emission, Ambient Air & Effluent Monitoring are in place. Data is being
transmitted online to Central Pollution Control Board (CPCB) and Andhra Pradesh Pollution
Control Board (APPCB) for monitoring.
Insurance:
All the insurable assets of the Company including Plant and Machinery, Buildings and
Inventories are insured on reinstatement value basis.
Land taken on Lease from Visakhapatnam Port Trust
Your Company has taken on lease 75.00 Acres of land from Visakhapatnam Port Trust (VPT)
on which the Oxo-Alcohol Plant has been established. The land is located adjacent to HPCL,
Visakha Refinery which supplies major Raw Materials. In this connection, a Lease Agreement
was entered into on 27.6.1989 with VPT for a period of 30 years which expired on
26.6.2019. During the Financial Year 2019-20, the Company (APL) has initiated the process
of renewal of the Land Lease on which the Plant is located with VPT for a further period
of 30 years with effect from 27.6.2019. Company has submitted its Technical &
Financial Bid against the Tender floated by VPT. As Company was the sole bidder for the
Tender, VPT accepted both Technical Bid & Financial Bid. Later on, VPT has cancelled
the tender and issued re-tender. Aggrieved by the action of VPT, Company has filed a Writ
Petition under Article 226 before the Hon'ble High Court of Andhra Pradesh.
The Hon'ble High Court of Andhra Pradesh has allowed the Writ Petition filed by the
Company seeking the cancellation of the VPT's order dated 18.8.2020, cancelling the Tender
Notification dated 7.8.2019 and fresh Tender Notification dated 24.8.2020 issued by VPT
towards the Lease of the Land and directed VPT to execute the Lease Deed, vide its Order
dated 25.2.2022. Further, on 19.3.2022, Company has written a letter to the Chief
Engineer, VPT requesting him to finalise the Land Lease Deed and fix-up the date for
execution of the said Lease Deed. VPT has preferred an Appeal against the Hon'ble High
Court of Andhra Pradesh Order dated 25.2.2022 before division bench of the Hon'ble High
Court of Andhra Pradesh and the same is pending.
Pending execution of the Lease Deed, Company has considered provisionally its bid
amount for accounting of "Leases" in accordance with Ind AS 116, till the Lease
Deed is executed.
LISTING:
The Equity Shares of your Company are listed on the BSE Limited, Mumbai. The Annual
Listing Fees for the Year 2022-23 has been paid.
ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013,
read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, copy of
the Annual Return of the Company as at 31st March, 2023 is available on the Company's
website www.theandhrapetrochemicals.com.
DIRECTORS:
M/s Andhra Pradesh Industrial Development Corporation Ltd., (APIDC) has withdrawn its
Nominee Director, Sri R Karikal Valaven, I.A.S., Chairman & Managing Director of
APIDC, with effect from 22.11.2022 and nominated Sri C Rami Reddy, Joint Director,
Industries Department, Govt. of Andhra Pradesh, in his place. The Board of Directors, on
the recommendation of the Nomination and Remuneration Committee (NRC), co-opted him as
Additional Director with effect from 20.2.2023. As Additional Director he holds office
till the date of the ensuing 39th Annual General Meeting.
In accordance with the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Directors Sri Mullapudi Thimmaraja and Sri Y S S Suresh retire
by rotation at the ensuing 39th AGM.
As Sri Mullapudi Thimmaraja has not offered himself for reappointment as Director owing
to his pre-occupation, he is not to be reappointed as Director. As Joint Managing Director
of The Andhra Sugars Ltd., Promoter of the Company, he has been associated with the
Company right from the project stage. The Board wishes to place on record its deep
appreciation for the advice, guidance and valuable contribution provided by Sri Mullapudi
Thimmaraja to the growth and development of the Company during his tenure with the
Company.
Sri Y S S Suresh, being eligible, has offered himself for reappointment as Director.
His reappointment is being placed for the approval of the Shareholders at the ensuing 39th
AGM.
The first term of Dr. Pamidi Kotaiah, who was appointed as Independent Director for a
period of 5 years with effect from the conclusion of the 34th AGM, is valid upto the
conclusion of the 39th AGM. To avail his experience and expertise, Board of Directors at
their Meeting held on 20.5.2023 have reappointed him, on the recommendation of the NRC,
for a further period of 5 years. His reappointment is being placed for the approval of the
Shareholders at the ensuing 39th AGM.
None of the Directors is disqualified for appointment / re-appointment under Section
164 of the Companies Act, 2013. Certificate issued by the Practising Company Secretary
regarding non-disqualification of Directors is enclosed (Annexure - A). As required
by law, this position is also reflected in the Auditors' Report. Details with regard to
the composition of the Board, Meetings of the Board held during the Year and the
attendance of the Directors have been mentioned in the Corporate Governance Report which
forms part of this Report.
KEY MANAGERIAL PERSONNEL:
Details of Key Managerial Personnel (KMP) of the Company are as under:
Sl No. |
Name of the person |
Designation |
1. |
Sri K Narasappa |
President |
2. |
Sri G Adinarayana |
Chief Financial Officer & Company Secretary |
CODE OF CONDUCT:
The Board of Directors enunciated a Code of conduct for the Directors and Senior
Management Personnel which was circulated to all concerned and was also hosted on the
Company's website www.theandhrapetrochemicals.com. The Directors and Senior Management
Personnel have affirmed compliance with the Code of Conduct for the Financial Year
2022-23.
AUDIT COMMITTEE:
Audit Committee comprises Non-Executive Independent Directors, Sri P Venkateswara Rao,
Dr. Pamidi Kotaiah, and Dr. (Smt.) D Manjulata, Dr. V N Rao, Sri G S V Prasad and Sri Ravi
Pendyala, Non-Executive Non-Independent Director, as its Members. Sri P Venkateswara Rao
is the Chairman of the Committee. The details of the number of meetings of the Audit
Committee held during the Financial Year 2022-23 are given in the Corporate Governance
Report which forms part of this Report.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
thereunder, the Board of Directors have appointed M/s Nekkanti S R V V S Narayana &
Co., Company Secretaries (CP No.7839), Hyderabad, to undertake the Secretarial Audit of
the Company. The Secretarial Audit Report for the Financial Year 2022-23 is included as Annexure
- 'B' and forms an integral part of this Report. The Secretarial Audit Report does not
contain any qualification or reservations or adverse remarks.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Securities & Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your
Board has carried out annual evaluation of its own performance, working of its Committees
and the individual Directors during the Year 2022-23.
The performance was evaluated based on the parameters such as structure, meetings,
functions, risk evaluation process adopted, stakeholder value and responsibility corporate
culture, ethics, effectiveness of Board / Committee process and functioning, contribution
of Board / Committee Members to overall effectiveness of the Board / Committee, avoiding
conflict with the Company's interests, bonafide discharge of responsibilities in the
interest of the Company and upholding ethical standards, integrity etc.
In terms of Regulation 25 of the SEBI Listing Regulations, 2015, Board took on record
the declarations and confirmations received from Independent Directors.
Independent Directors met on 19.5.2023 for annual evaluation of their own performance
and the performance of the Non-Independent Directors, the Chairman, the Committees, the
Board as a whole and the adequacy of flow of information to the Board and its Committees.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The details of Familiarization Programme for the Independent Directors are furnished in
the Corporate Governance Report which forms part of this Report.
NUMBER OF MEETINGS OF THE BOARD:
The details of the number of Meetings of the Board held during the Financial Year
2022-23 are given in the Corporate Governance Report which forms part of this Report.
CREDIT RATING:
ICRA Ltd., has retained the Company's long-term rating as '[ICRA]A-' and short- term
rating reaffirmed at '[ICRA]A2+', Outlook on the long-term Rating is 'Stable', assigned
earlier to the Rs.94.18 crores Line of Credit of our Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:
During the Year under review, your Company has not given any loans or guarantees
covered under the provisions of Section 186 of the Companies Act, 2013 and details of the
Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the Notes to the Financial Statements.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provisions of the Companies Act, 2013 and Securities & Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company
has established a Vigil Mechanism / Whistle Blower Policy for Directors and employees to
report genuine concerns on unethical behaviour, actual or suspected fraud or violation of
the Company's Code of Conduct in prescribed manner.
The Policy provides adequate safeguards against victimisation of the complainant and
direct access to the Chairman of the Audit Committee. The protected disclosures, if any,
reported under this Policy will be appropriately and expeditiously investigated.
The Whistle Blower Policy may be accessed on the Company's website at the link:
http://www.theandhrapetrochemicals.com/wp-content/uploads/Whistle-Blower-Policy-1.pdf
RISK MANAGEMENT:
The Risk Management framework of the Company defines the Risk Management approach of
the Company, includes periodic review of such risks, Risk Mitigation measures and
reporting mechanism of such Risks. Risk Management Policy of your Company can be viewed by
entering the URL
http://www.theandhrapetrochemicals.com/wp-content/uploads/POLICY-ON-CORPORATE-RISK-MANAGEMENT.pdf
in the web browser.
Risk Management Committee constituted by the Board of Directors on 24.6.2021 comprises
Sri P Narendranath Chowdary, Managing Director, as Chairman of the Committee and Sri
Mullapudi Thimmaraja and Sri Ravi Pendyala, Non-Executive and Non-Independent Directors,
and Dr. V N Rao and Sri P Venkateswara Rao, Independent Directors, as its Members.
The details of the number of meetings of the Risk Management Committee held during the
Financial Year 2022-23 are given in the Corporate Governance Report which forms part of
this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
Details of composition of CSR Committee are given in the Corporate Governance Report
which forms part of this Report.
As per the provisions of Section 135 and Schedule VII of the Companies Act, 2013 and
the Company's CSR Policy, Company had spent an amount of Rs.2,45,10,349.93 towards CSR
expenditure for the Financial Year 2022-23 and transferred an amount of Rs.41,66,000.07 to
"Unspent Corporate Social Responsibility Account for the Financial Year 2022-23"
opened with the Union Bank of India, Venkatarayapuram on 28.4.2023. The Report on CSR
activities as required under the Companies (CSR Policy) Rules, 2014 is set out as Annexure
- "C" to this Report.
NOMINATION & REMUNERATION COMMITTEE:
Nomination & Remuneration Committee comprises Dr. (Smt.) D Manjulata, Independent
Director, as Chairperson, Sri Mullapudi Thimmaraja, Non-Independent and Non-Executive
Director and Dr. V N Rao and Sri G S V Prasad, Independent Directors, as its Members.
NOMINATION & REMUNERATION POLICY:
The Board of Directors of your Company has, on recommendation of the Nomination &
Remuneration Committee, adopted a Nomination & Remuneration Policy which lays down the
framework in relation to the criteria for selection and appointment of Board Members and
remuneration of Directors / Key Managerial Personnel and Senior Management of the Company.
This Policy can be accessed on the Company's website at the link:
http://www.theandhrapetrochemicals.com/wp-content/uploads/NOMINATION
-REMUNERATION-POLICY.pdf
AUDITORS:
M/s C V Ramana Rao & Co., Chartered Accountants, Visakhapatnam, were appointed as
Statutory Auditors of the Company for a second term of five consecutive Financial Years
from 2022-23 to 2026-27 by the Shareholders at the 38th Annual General Meeting. Fixation
of their remuneration for the Year 2023-24 is being placed at the ensuing 39th AGM for the
approval of Members. The total fees paid by the Company for the Year 2022-23 to the
Statutory Auditors for all services rendered by them is Rs. 7.75 lakhs.
COST RECORDS:
Company has complied with the requirement with regard to maintenance of Cost Records as
specified by the Central Government under Section 148(1) of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Rules, 2014.
COST AUDITORS:
M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad, were appointed by the
Board, on the recommendation of the Audit Committee, as Cost Auditors of the Company for
conducting the audit of cost records for the Financial Year 2023-24 on a remuneration of
Rs.2.00 lakhs and appropriate Resolution in this connection has been included in the
Notice calling the ensuing 39th Annual General Meeting of the Company for the purpose of
your ratification of the said remuneration. Cost Auditors' Report for the Financial Year
ended 31st March, 2022 has been filed with the Ministry of Corporate Affairs on 3.6.2022
i.e., within the stipulated time.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with
the Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given below:
I) CONSERVATION OF ENERGY
1. Steps taken or impact on conservation of energy:
(a) INTERCHANGER (Kaizen Project ): Butyraldehyde & tempered water Interchanger -
02 E137 C (New) erected & taken on line on 14.10.2022. Expected savings in steam with
this interchanger is around Rs.50.00 lakhs per year. Savings achieved till 31.3.2023 is
Rs.23.00 lakhs.
(b) AIR PRE-HEATERS FOR REFORMERS: To improve the performance of Reformers (01 & 06
Areas) & to save energy, we have installed Air pre-heaters in the month of September.
The expected energy savings in this project is around Rs.1.00 crore per annum. Savings
achieved till 31.3.2023 is around Rs.34.00 lakhs (for six months operation).
(c) Recycle of Heavy Purge from Refining column bottom to Vapouriser: We have installed
new energy efficient pump & recycled heavies to Vapouriser which has helped us to
improve the productivity & energy savings. We expect savings around Rs.1.00 crore with
this project. We have achieved energy savings up to Rs.56.00 lakhs during this year (for
six months operation in this year).
(d) Improvement (Energy) in DM pump operation: We used to run 2 DM pumps for meeting
the Plant requirement. We modified Pump impeller & which has given more flow
sufficient to feed the Plant. Due to this modification, we could operate only one pump
& saved the energy to the extent of Rs.50,000/- per year.
2. Steps taken by the Company for utilising Alternate Sources of Energy. Company could
not initiate any steps in this regard in view of the non-viability.
3. Capital investment on Energy Conservation Equipments: Rs.86.65 lakhs.
II) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
a) Efforts made & Benefits derived:
Technology has been fully absorbed and various innovative ideas enable the Company to
operate the Plant even above 105% load.
b) Imported Technology: NIL
c) Expenditure incurred on Research & Development: NIL
III) Foreign Exchange Earnings and Outgo: (On cash basis)
(Rs. in lakhs)
|
For the year ended 31.3.2023 |
For the year ended 31.3.2022 |
i. Earnings |
|
NIL |
ii. Outgo |
533.35 |
337.55 |
PARTICULARS OF EMPLOYEES:
There is no employee of your Company drawing a remuneration requiring disclosure under
Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time. None
of the employees holds (by himself or along with his spouse and dependent children) more
than 2% of the Equity Shares of the Company.
DEMATERIALISATION OF SHARES:
As on 31st March, 2023, out of the total number of 8,49,71,600 Equity Shares of the
Company, 8,11,63,230 Equity Shares constituting 95.52% stand dematerialised.
RELATED PARTY TRANSACTIONS:
As per the provisions of Regulation 23 of the Securities & Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has
established a Policy on Materiality of Related Party Transactions and on dealing with the
Related Party Transactions and do not attract the provisions of Section 188 of the
Companies Act, 2013.
The Policy on Related Party Transactions as approved by the Board of Directors is
available on the website of the Company. The weblink of the same is
http://www.theandhrapetrochemicals.com/wp-content/uploads/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf
There were no materially significant Related Party Transactions entered by the Company
with the Promoters, Directors and Key Managerial Personnel which may have a potential
conflict with the interests of Company at large.
All other Related Party Transactions are placed before the Audit Committee and the
Board for approval. Omnibus approval is granted by the Audit Committee on yearly basis for
the said transactions. A statement giving details of all Related Party Transactions is
placed before the Audit Committee and the Board for review and ratification on a quarterly
basis. All transactions entered with the Related Parties during the Year under review were
in the ordinary course of business and on Arm's Length basis.
Since there were no materially significant Related Party Transactions during the Year
under review, the requirement with regard to the details required in AOC-2 is not
applicable to the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
Your Company has in place a Prevention of Sexual Harassment Policy in line with the
requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. In compliance with the provisions of the said Act, an Internal
Complaints Committee (ICC) was set up to redress complaints received regarding sexual
harassment. During the Year 2022-23, there were no complaints received by the ICC.
PARTICULARS OF REMUNERATION:
The information required under Section 197 of the Act and the Rules made thereunder in
respect of employees of the Company, is as follows:-
(a) the ratio of the remuneration of each director to the median remuneration of the
employees of the company for the Financial Year:
Our Directors draw remuneration only by way of Sitting Fees. The details of the same
are provided in Corporate Governance Report which forms an Annexure to this Report. No
other remuneration is drawn by them. Managing Director does not draw any remuneration.
Hence, the ratio of remuneration of each Director to the median remuneration is not
required to be given.
(b) the percentage increase in remuneration of each Director, Chief Executive Officer,
Chief Financial Officer, Company Secretary or Manager, if any, in the Financial Year:
Company was paying Sitting Fees of Rs. 30,000/- for attending each Meeting of the Board
and Rs. 25,000/- for attending each Meeting of Committee of the Board (as approved by the
Board of Directors at its Meeting held on 5.11.2020). Other details are as follows:
Name of the Person |
% increase in remuneration |
Sri K Narasappa, President |
20% |
Sri G Adinarayana |
10% |
Chief Financial Officer & Company Secretary |
|
(c) the percentage increase in the median remuneration of employees in the Financial
Year: 18.15%
(d) the number of permanent employees on the rolls of Company: 303
(e) average percentile increase already made in the salaries of employees other than
the managerial personnel in the last Financial Year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration.
The average increase in salaries of employees other than managerial personnel in
2022-23 was 18.15%*. Percentage increase in the managerial remuneration for the Year was
Nil.
The Andhra Petrochemicals Limited
* the increased percentage in the median remuneration compared to previous year due
to pay revision.
(f) affirmation that the remuneration is as per the Remuneration Policy of the Company:
The Company's Remuneration Policy is driven by the success and performance of the
individual employees and the Company. Through its compensation package, the Company
endeavours to attract, retain, develop and motivate a high performance staff. The Company
follows a compensation mix of fixed pay, benefits and performance based variable pay.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators / Courts that
would impact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY THAT OCCURRED AFTER 31ST MARCH, 2023:
There were no material changes and commitments affecting the financial position of the
Company, which have occurred between the end of the Financial Year 2022-23 to which the
Financial Statements relate and on the date of this Report.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE STATUTORY AUDITORS, COST AUDITORS AND PRACTISING COMPANY SECRETARY
IN THEIR REPORTS:
For the Year under review, there are no qualifications, reservations or adverse remarks
made either by the Statutory Auditors, Cost Auditors or Practising Company Secretary in
their respective Reports. The Report of the Statutory Auditors forms part of the Financial
Statements.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section
134(3)(c) of the Companies Act, 2013:
i) that in the preparation of the Annual Accounts for the year ended 31st March, 2023,
the applicable Accounting Standards have been followed along with proper explanation
relating to material departures, if any;
ii) that Accounting Policies have been selected and applied consistently and that
judgements and estimates made are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2023 and of the Profit of
the Company for the year ended on that date;
iii) that the Directors have 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 annual accounts have been prepared on a going concern basis;
v) that the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and vi) that the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Company has complied with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and approved by the Central Government.
REPORT ON CORPORATE GOVERNANCE:
As required under Regulation 34(3) of Securities & Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate
Governance and the Auditors' Certificate on the compliance of Corporate Governance are
annexed (Annexure-"D") and form part of the Directors' Report.
ACKNOWLEDGEMENTS:
Your Directors acknowledge the co-operation and continued valuable support received
from Central and State Government authorities, the Promoters - The Andhra Sugars Limited
and Andhra Pradesh Industrial Development Corporation Ltd., (APIDC), Banks, Shareholders,
Customers, Hindustan Petroleum Corporation Ltd., (HPCL), Gas Authority of India Ltd.,
(GAIL), Bharat Petroleum Corporation Ltd., (BPCL) and other Suppliers. Your Directors
place on record their deep sense of appreciation of the valuable contribution made by the
employees at all levels.
Place : |
Venkatarayapuram |
On behalf of the Board |
Date : |
20.5.2023 |
Dr. Pamidi Kotaiah |
|
|
Chairman |