Assam Petro-Chemicals Ltd 15-16 Cover with Colur Page · Assam etroChemials td. 2 ASSAM...

Annual Report 2015-16

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CONTENTS

Particulars Page No.

Notice of Annual General Meeting................................................................. 02

Directors’ Report for the year ending on 31st March, 2016........................ 07

Annexure to Directors’ Report........................................................................ 16

CEO/CFO Certificate........................................................................................ 48

Comments of Comptroller and Auditor General of India.............................. 49

Independent Auditors’ Report........................................................................ 49

Annexure to the Independent Auditors’ Report............................................. 53

Balance Sheet as at 31st March, 2016......................................................... 57

Statement of Profit and Loss for the year ended 31st March, 2016........... 58

Cash Flow Statement for the year ended 31st March, 2016....................... 60

Notes forming part of financial statement..................................................... 62

Nomination form.............................................................................................. 94

Attendance Slip................................................................................................ 95

Proxy form......................................................................................................... 96

Assam Petro-Chemicals Ltd.

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ASSAM PETRO-CHEMICALS LIMITEDRegd. Office: 4th Floor, Orion Place,

G.S. Road, Bhangagarh, Guwahati, Assam-781005CIN-L24116AS1971SGC001339

Telefax no. 0361-2461470 and 2461471;e-mail: [email protected]; website: www.assampetrochemicals.co.in

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that 45th Annual General Meeting of the members of Assam Petro-Chemicals Limited will be held on Friday, 30th September, 2016 at 11:00 am at the registered office of the company at 4th Floor Orion Place, G.S. Road, Bhangagarh, Guwahati, Assam-781 005 to transact the following businesses:

A. ORDINARY BUSINESS :

1. To receive, consider and adopt the Company’s standalone Financial Statement as at 31st March, 2016 along with the Directors’ Report, Independent Auditors’ Report, Secretarial Audit Report and Comments of the Comptroller and Auditor General of India, etc. thereon.

2. To consider and appoint Director in place of Shri Rameshwar Dhanowar, who retires by rotation in pursuance of Section 152 of the Companies Act, 2013. Shri Dhanowar being eligible, offers himself for reappointment.

3. To consider and appoint Director in place of Shri V.B. Pyarelal, IAS, who retires by rotation in pursuance of Section 152 of the Companies Act, 2013. Shri V.B. Pyarelal, being eligible, offers himself for reappointment.

4. To fix remuneration of the Independent Auditors at `1,70,000/-(Rupees One Lacs Seventy thousand) only.

B. SPECIAL BUSINESS :

5. To increase in the borrowing limits from ` 850 Crore to ` 1050 Crore or the aggregate of paid-up share capital and free reserves of the company whichever is higher.

To consider and if thought fit, to pass the following resolutions as special resolution.

“RESOLVED THAT in supersession of the

resolution passed by the shareholders in 41st Annual General Meeting of the Company held on 30th March, 2013, the consent of the Company be and is hereby accorded to the Board of Directors under Section 180(1)(c) and any other applicable provisions of the Companies Act, 2013 read with the Articles of Association of the Company, to borrow monies for and on behalf of the Company from time to time at their discretion for the purpose of the business of the Company, which together with the funds already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) may exceed at any time, the aggregate of the paid-up capital of the Company and its free reserves (that is to say, reserves, not set apart for any specific purpose) provided that total amount borrowed by the Board shall not exceed ` 1050 Crores (Rupees One Thousand Fifty Crores only), or the aggregate of paid –up share capital and free reserves of the company whichever is higher.

RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorized to do all such acts, deeds and things, to execute all such documents, and writings as may be required to give effect this resolution”

6. To consider and appoint Shri Utpal Borah as an Independent Director :

To consider and if thought fit, to pass the following resolution as ordinary resolution

“RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, Shri Utpal Borah (DIN 02071252) a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as Independent Director of the Company w.e.f. 30th September, 2016 for a term of


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5 (five) years.”

7. To consider and appoint Shri S. K. Choubey as an Independent Director:

To consider and if thought fit, to pass the following resolution as ordinary resolution:

“RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, Shri Sanjeev Kumar Choubey (DIN 01616405) a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as Independent Director of the Company w.e.f. 30th September, 2016 for a term of 5 (five) years.”

8. To fix the remuneration of the Cost Auditors of the company at ` 18,000/- (Rupees Eighteen Thousand only) for the Financial Year 2016-17.

To consider and if thought fit, to pass the following resolution as a ordinary resolution:

“RESOLVED THAT pursuant to provisions of Section 148(3) of the Companies Act, 2013 (“the Act”) read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014 (“the Rules”) the consent of the Company be and is hereby accorded for approval of the payment of the remuneration of ` 18,000/- (Rupees Eighteen Thousand Only) excluding out of pocket expenses to M/S K.K. Das & Associates., Cost Accountants as the Cost Auditors of the Company for the Financial Year 2016-17”

By order of the Board of Directors

Sd/-Date: 12th August, 2016 (Uttam Bailung)Place: 4th Floor, Orion Place Company Secretary G.S. Road, Bhangagarh, Guwahati-781005

Notes:

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 5, 6,7 and 8 of the notice is annexed hereto:

3. The business set out in the Notice will be transacted through electronic voting system. The company is providing facility for voting electronically. Electronic Voting instructions and other relevant information are given hereunder.

4. ISIN of the shares of the company has been obtained and tripartite agreements have also been entered with both NSDL and CDSL. Members are requested to dematerialize their shares. The ISIN of shares of the company is INE277D01010.

5. 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.

6. Register of members and Share transfer books of the company will remain closed from 24th September, 2016 to 30th September, 2016 (both days inclusive) for the purpose of the Annual General Meeting.

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

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

9. Remote E-voting:

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting


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(AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM) (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on 27th September, 2016 (9:00 am) and ends on 29th September, 2016 (5:00 pm). During this period members’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 23rd September, 2016, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

The procedure to login to e-Voting website is given below:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participants(s)] :

(i) Open email and open PDF file viz; “remote e-voting.pdf ” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login

(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

(v) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with

any other person and take utmost care to keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

(vii) Select “EVEN” of Assam Petro-Chemicals Limited.

(viii) Now you are ready for remote e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]

B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/Depository Participants(s) or requesting physical copy] :

(i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM:

EVEN (Remote e-voting Event

Number)

USER ID PASSWORD

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

V. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

VI. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

VII. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 23rd


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September, 2016.

VIII. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 23rd September, 2016, may obtain the login ID and password by sending a request at [email protected] or [email protected].

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

IX. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

X. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

XI. Shri Biman Debnath, Company Secretary in Whole time Practice (Membership No. FCS 6717) and Proprietor of M/s Biman Debnath & Associates has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.


Date: 12th August, 2016 Sd/-Place: 4th Floor, Orion Place (Uttam Bailung) G.S. Road, Bhangagarh, Company Secretary Guwahati-781005

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

Item no. 5

The members are aware that your company has been implementing an integrated 500TPD Methanol and 200TPD Acetic Acid project at the adjacent site of the existing plant at Namrup, Assam for last few years. The original project cost estimate was ` 1028 Crores as per the TEFR prepared

for the project. The Company has got the Detailed Project Report (DPR) prepared through a Consultant. According to the DPR cost estimates, the cost of the project has increased substantially. The Board of Directors of the company found that the project has become economically non-viable with the increase project cost estimates. As an alternative to the above project, the Board decided to change the project scheme by deferring the Acetic Acid plant for the time being and set-up the 500 TPD Methanol plant with another standalone 200TPD formalin plant in western Assam areas. The standalone Methanol and standalone Formalin project would cost approximately ` 1340 Crore. The Board of Director of the company is proposing to raise the requisite fund partly by equity and partly by borrowed fund from banks at a debt equity ratio of 2:1. Accordingly, the loan amount will be approximately ` 890/- Crore for these two projects.

It may be worthwhile to mention that in 41st Annual General Meeting held on 30th March,2013, the shareholders of the company passed a resolution authorizing the Board of Directors of the company to borrow fund not exceeding ` 850 Crore over and above the aggregate of the paid-up share capital of the Company and its free reserves.

Since, the borrowing limit that was approved by the members has fall short for the project and the company may require to borrow further fund for other operational purposes, it is therefore propose to increase the borrowing limit under Section 180(1) (c) of the Companies Act, 2013 to ` 1050 Crore.

Your directors recommend for passing the above resolution by the members. None of the directors of the company are directly or indirectly interested or concerned in the passing of the resolution.

Item no. 6 & 7

Pursuant to the provisions of clause 49 of the Listing Agreements {now regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015} entered with the Stock Exchanges, the company had appointed Shri Utpal Borah and Shri S.K. Choubey as Independent Directors of the company in compliance with the requirements of that clause. Pursuant to the provisions of section 149 of the Act, which came in to effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as independent directors, who are not liable to retire by rotation.

Both Shri Utpal Borah and Shri S.K. Choubey are directors of the company and have given a declaration to the Board that they meet the criteria of independence as provided


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under section 149(6) of the Act for being appointed as Independent Director of the company. In the opinion of the Board, each of these directors fulfills the conditions specified in the Act and the Rules framed there under for appointment as Independent Director and they are independent of the management. The Board of Directors of the company have considered their appointment and recommended for their appointment w.e.f. 30th September, 2016 for a term of 5 years.

The terms and conditions of appointment of the above Directors shall be open for inspection by the Members at the Registered Office of the Company all the working days between 11:00 AM to 02:00 PM upto the date of declaration of results. The model appointment letter of Independent Directors is also available in the website of the company.

In compliance with the provisions of section 149 read with schedule IV of the Act, the appointment of the Directors as Independent Directors is now placed before the Members for approval.

Brief profile of the Directors:

a) Shri Utpal Borah (DIN-02071252):

Shri Utpal Borah completed Bachelors Degree in Mechanical Engineering from Assam Engineering College, Guwahati in 1972 and joined Oil India Limited (OIL) in 1973. He retired from OIL in May, 2010 as Resident Chief Executive, which is the highest position at OIL’s Field Head Quarters in Duliajan, responsible for exploration and production (E&P) operation of OIL in the North East.

Shri Borah has long experience in the E&P business especially in the area of Crude Oil and Natural Gas production and its utilization and distribution. Besides, his experience also encompasses Project Execution, Business Development, Strategic Planning and Corporate Management. He travelled widely and represented OIL and Ministry of Petroleum and Natural Gas, Govt. of India, in many international forums.

Shri Utpal Borah joined the Board of Assam Petro-Chemicals Limited as Independent Director on 29th December, 2010.

b) Shri Sanjeev Kr Choubey (DIN-01616405):

Shri Sanjeev Kr Choubey is a Commerce Graduate and a Member of Institute of Chartered Accountants of India (ICAI). He qualified as a Chartered Accountant in 1991 and joined in Senior Executive position in Kitply Industries Ltd. He worked in

Kitply Industries Ltd in various positions and became General Manager of the Company in 1997. Shri Choubey left Kitply Industries Ltd in 2007 and started his own business. He is presently the Managing Director of Natural Panel Industries Pvt. Ltd which manufactures all kind of plywood products. Shri Choubey is also successfully doing the business of tea production.

Shri Sanjeev Kr. Choubey joined the Board of Assam Petro-Chemicals Limited as Independent Director on 19th December, 2012.

Your directors recommend for passing the above resolution by the members. Shri Utpal Borah and Shri S.K. Choubey are concerned or interested in the proposed resolutions relating to their own appointment. None of the other Directors of the Company is in anyway concerned or interested in the proposed resolutions.

Item no. 8

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 an individual, who is a cost accountant in practice or a 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 12th August, 2016, on recommendation of the Audit Committee, appointed M/S K.K Das & Associates., Cost Accountants as the Cost Auditors of the Company for the financial year 2016-17 at fees of ` 18,000/-(Rupees Eighteen Thousand Only) excluding out of pocket expenses 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.


Date: 12th August, 2016 Sd/- Place: 4th Floor, Orion Place (Uttam Bailung) G.S. Road, Bhangagarh, Company SecretaryGuwahati-781005


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DIRECTORS’ REPORTDear Members,Your Directors have pleasure in presenting their 45th Annual Report of the company together with the Audited Financial Statement for the financial year ended on 31st March, 2016.

Financial Highlights (Standalone) The Company’s summarized financial performance (Standalone) for the financial year ending on 31st March, 2016 is as under :

(` in Lakhs)

Particulars As at March 31, 2016 As at March 31, 2015

Revenue from Operations 8080.81 9262.77

Less: Excise Duty 850.03 941.13

Revenue from Operations (NET) 7230.78 8321.64

Other Income 445.74 740.66

Total Income 7676.52 9062.29

Gross Profit/Loss (2017.16) (416.19)

Less : Depreciation and amortization 129.06 150.35

Finance Cost 2.22 0.09

Profit/Loss for the year before prior period adjustment, exceptional and extraordinary items (2148.44) (566.64)

Less: (a) Exceptional Item (0.43) (0.87)(b) Adjustment of prior period items 9.06 25.13Profit Before Tax (2157.07) (590.90)

Less: Tax Expenses - -

(a) Deferred Tax 61.90 56.85

(b) Excess Provision for income tax written back - -

(c) Current tax - -Profit /Loss for the year after Taxation (2218.97) (647.75)

Balance brought forward from previous year (708.34) (60.60)

Amount available for appropriations -- -Appropriations -Proposed Dividend - -

Tax on Dividend - -

Transferred to General Reserve - -

Balance Carried to Balance Sheet - -Earnings Per Share (EPS) (in `) (24.33) (7.10)


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During the year 2015-16, the turnover of the company was ` 80.80 Crore as compared to ` 92.63 Crore in the previous financial year. The turnover of the company declined by 12.76% from that of the previous financial year due to decline Methanol price in the international market which has direct impact in the domestic market of Methanol and it’s downstream products Formalin etc. The company incurred a loss of ` 22.19 Crore during the year 2015-16 against the loss of ` 6.48 Crore in the previous year due to low realization of price of Methanol and Formalin. The other income earned by the company was mainly by way of interest on fixed deposits of the company’s surplus fund. The other income has also declined due to liquidation of the fixed deposits during the year.

The company has a subsidiary named Pragjyotish Fertilizers and Chemicals Ltd. incorporated in 2004. This subsidiary has been a defunct company since its year of incorporation as the company could not implement the project successfully for which it was incorporated. Although the company is required to consolidate the financial statements of its subsidiary company with 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 has not been updated for last few years. It is therefore only the standalone financial statements of the company are placed before the members for adoption in the ensuing Annual General Meeting. The company has already written off entire investment made in the subsidiary in the successive financial statements over the years.

State of Company’s Affairs and Future Outlook

The company has been in the petrochemical business for last four decades. The company is presently producing and marketing of Methanol and Formalin. The company is having annual 33000 MT installed production capacity for Methanol and 41250 MT installed production capacity for Formalin. Indian petrochemical demand has been increasing by 10% per annum but the domestic annual production hasn’t been increased. The deficit of the demand has been catered by import from Iran and other gulf countries. Considering the increasing demand of the petrochemicals in the domestic market and to exploit the advantage of the Central Government’s “Act East Policy” the company is implementing a new integrated 500 TPD Methanol 200 TPD Acetic Acid project along with a 5 MW Captive Power Plant at an estimated capital investment of ` 1028 Crores. This will

not only help the bridge the gap of demand and supply of Methanol and Acetic Acid in the country but also export to South East Asian countries, Nepal, Bhutan and Bangladesh.

The Company also has the plan to produce more value added downstream products of Acetic Acid like Vinyl Acetate Monomer (VAM), Poly Vinyl Acetate, Poly Vinyl Alcohol, Purified Terephthalic Acid, etc. in future.

Operating Results:

The existing Methanol plant of the company has completed twenty seven years against its normal life of fifteen years. Frequent maintenance of its equipments and power supply interruptions by Assam Power Generation Corporation Ltd. (APGCL) affected optimum utilization of the Methanol Plant during the financial year 2015-16.

PlantProduction in MT

Installed Annual Capacity FY 2015-16 FY 2014-15

Methanol 33,000 30,172 32,168Formalin 41,250 42,304 39,100Capacity Utilisation of Plants:Methanol 100% 91.43% 97.48%Formalin 100% 102.55% 94.78%

The company remained in its same business of manufacturing and marketing of Methanol and Formalin during the financial year 2015-16.

Sales & Marketing:

The company is marketing its products in North Eastern States, West Bengal, Bihar and Northern India states and also exporting to neighbouring countries viz., Nepal, Bhutan and Bangladesh. The Company is giving importance to export its products for earning foreign exchange and better product price realization.

The Company sold 9,410.94 MT Methanol during the FY 2015-16 against 12,645.82 MT of the previous financial year. The total quantity of Methanol sold has decreased by 25.58% in the current year compared to previous year sales quantity due to higher conversion of Methanol to Formalin. Due to the decrease in total sales quantity from that of the last financial year and decrease in prices of both the products in the domestic as well as the international market the total turnover of the Company was lower in the current financial year than that of the previous financial year.


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The area wise sales quantity of the company’s products in the year 2015-16 vis-a-vis in the previous year are as follows ;

Area Formalin (in MT) FY 2015-16 FY 2014-15

North East Region 8,820.25 8,252.06North Bengal 7,881.95 5,924.89South Bengal 4,763.49 5,227.59Purnea / Adjacent Area 6,725.84 7,714.84Patna 11,974.39 8,064.25South Bihar / Others 39.66 39.49Bhutan 1,441.28 1,434.90Nepal 1,707.64 2,414.40Total 43,354.50 39,072.43

Area Methanol (in MT) FY 2015-16 FY 2014-15

North East Region 1,167.07 1,177.36West Bengal 3,094.25 3,265.98North India 4,055.24 6,145.20Nepal & Bangladesh 1094.38 2,057.28Total 9,410.94 12,645.82

Project Activities :

Members of the company are aware that a 500 TPD Methanol and 200 TPD Acetic Acid Project is being implemented by the company. The Project capital is being arranged through equity and loan from banks in the Debt to equity ratio of 1.62:1. Govt. of Assam with Assam Industrial Development Corporation Ltd and Assam Gas Company Limited is to hold 51 % of shares in the company and the remaining 49% will be held by Oil India Ltd. The contracts for execution of the project viz. Methanol and Acetic Acid plants with technology supply have long since been awarded. Engineers India Ltd. has been executing the Methanol plant with LEPCM responsibility with technology supply from Halder Topsoe, Denmark and Beijing Zehua Chemical Engineering Co. Ltd, China is executing the Acetic Acid plant with LECM responsibility with the use of their own patented technology. Project implementation job is in progress. 98% of basic and 43% of detail engineering job for Methanol plant has been completed. For Acetic Acid plant the consultant has started the initial basic and detail engineering job.

However, due to non-viability of the integrated Methanol and Acetic Acid Project for substantial increase of the project

cost and fall in price of Acetic Acid, your board has deferred the implementation of Acetic Acid project for the time being and decided to install a 200 TPD Formalin plant in western Assam area with a lesser capital cost. The total cost of standalone 500 TPD Methanol and standalone 200 TPD Formalin plant has been estimated at `1340 crore.

Human Resource Management and Industrial Relations:

The Human Resource Department has been continuously playing a very important role in terms of sourcing competent human resource through recruitment, training and developing skills of the workforce, motivating the employees for achievement of company’s goals and objectives. Importance has been given on providing various technical and behavioral training in house or outside for enhancing the existing level of skills and competencies of employees working across all levels in the company. During the financial year 2015-16, the company organized 9 (nine) in-house and 11 (eleven) external training programmes.

The Company organized sports and cultural activities involving employee’s spouse and children as a part of its employee engagement initiatives at Namrup which has helped in developing sense of belongingness, developing positive work culture, etc. within the organization. In order to encourage and motivate employees’ children in terms of achieving their academic laurels, the Company rewarded all such students who had scored distinguished marks in their Board Examinations.

The manpower strength of the Company as on 31st March, 2016 was 360 out of which 207 were unionised cadre and remaining 153 were Executive Cadre employees. There were total 40(forty) women employee as on 31st March, 2016.

The industrial relations of the Company during year 2015-16 was harmonious and cordial. The issues raised by the Workers’ Union and the Officers’ Association of the Company were resolved amicably through discussion.

Dividend and transfer to Reserves:

As explained above, the company has incurred a loss of ̀ 22.19 Crore during the year 2015-16, the Board therefore couldn’t recommend dividend to the shareholders nor transfer any amount to the General Reserve of the company.

Unpaid and unclaimed dividend for the previous financial years:

Unpaid and unclaimed dividend for the financial year 2008-09, 2009-10, 2012-13 and 2013-14 are laying unclaimed by


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few members of the company. The details are given as under:

Dividend Year

Amount unclaimed as on 31st March, 2016 (`)

Due date for transfer to IEPF

2008-09 39,806/- 19/02/20172009-10 43,161/- 28/02/20182012-13 55,107/- 28/02/20212013-14 71,321/- 28/11/2021

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. We therefore appeal to members who haven’t yet claim dividend for those years to claim the company.

Changes in Share Capital:

The authorized share capital of the company enhanced from ` 350 Crore to ` 500 Crore on 23rd April, 2015 by creation of 15 Crore additional shares of ` 10 each ranking pari passu with the existing shares of the company.

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 2015-16.

Extract of Annual Return:

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management & Administration) Rules, 2014 an extract of Annual Return, in form MGT -9, for the financial year ended on 31st March, 2016 is enclosed with this report as ‘Annexure A’.

Board of Directors and the Number of Board Meetings:

The Board of Directors of the Company is constituted as per the requirement of Section 149 of the Companies Act, 2013 and regulation 17(1) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Although, the company as a listed company is required to appoint a woman director as per the above mentioned provisions, the company could not appoint any Woman Director during the year under review. However, Mrs. Shehla Rahman (DIN: 06786580) appointed as a director in the company w.e.f 19th April, 2016. As on this date the company complies with the requirement of appointment of a woman director as per the Section 149 of Companies Act, 2013 and Regulation 17(1) of SEBI (Listing Obligation and Disclosure Requirements)

Regulations, 2015.

Shri Shyam Lal Mewara, IAS (DIN-06857123) and Shri Swapnanil Barua, IAS (DIN-07029992) were reappointed as Directors of the company in accordance with the Section 152 of the Companies Act, 2013 in last Annual General Meeting.

During the year, there were two changes in the Board of Directors of the Company. The Government of Assam and Assam Industrial Development Corporation Limited had appointed Shri V.B. Pyarelal, IAS (DIN-07125837) and Shri P.K Das (DIN-01667150 ) as Directors in place of Shri S.K Khare and Shri Shyam Lal Mewara respectively w.e.f 21st March, 2016. As mentioned earlier Mrs. Shehla Rahman, ACS has also been appointed as a Director in the Company w.e.f 19th April, 2016.

In the ensuing 45th Annual General Meeting of the company Shri Rameswar Dhanowar, Chairman (DIN-02357978) and Shri V. B. Pyarelal, IAS (DIN-07125837) are liable for retirement by rotation as per Section 152 of the Companies Act, 2013 and they being eligible, offers themselves for reappointment. The brief profiles of the retiring directors eleigible for reappointment are given below:

A. Shri Rameswar Dhanowar Shri Rameswar Dhanowar, was a member of the State

Legislative Assembly, Assam. He was elected to Assam Legislative Assembly for the first time in 1978 from Digboi constituency and then onwards he has been continuously elected for 8 (eight) consecutive terms till May 2016. He was minister for Labour and Employment to the Govt. of Assam from 1983 to 1985. He again became State Cabinet Minister for Excise and Labour & Employment from 2001 to 2005. Shri Dhanowar is a highly respected politician of Assam. Prior to becoming a member of the Board and Chairman of the company, he was Chairman of Assam Gas Company Limited in 1992. Shri Rameswar Dhanowar is also the Chairman of Assam Tea Corporation Ltd. Shri Dhanowar is BA and L.Lb.

Shri Dhanowar has been the Chairman of the Board of the Company since October, 2006.

B. Shri V B Pyarelal, IAS, Shri V.B Pyarelal is an Indian Administrative Service (IAS)

officer of 1983 batch of Assam Meghalaya joint Cadre. He did his Graduation and Post Graduation in Economics from University of Kerala and also completed M. Phil. degree in Social Sciences from Panjab University. He has been working in different capacities in Government of Assam and Central Government for more than three decades.


11

Shri Pyarelal is presently serving as the Additional Chief Secretary to the Govt. of Assam, Finance Department, Assam Secretariat, Dispur. Shri Pyarelal is also member of Board of Directors of two State Govt. enterprises viz. Assam Hydrocarbon and Energy Company Ltd and Assam Gas Company Limited. Shri Pyarelal is also a member of National Law University & Judicial Academy Assam and National Institute of Public Finance & Policy.

Govt. of Assam and Assam Industrial Development Corporation Ltd. nominated Shri V B Pyarelal as Director of the company in place of Shri S.K Khare w.e.f. 21st March, 2016.

Number of Meetings of the Board of Directors:

During the financial year 2015-16, the company convened total 8 (eight) 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 2015-16 are given under para Board of Directors in the Corporate Governance Disclosure enclosed as ‘Annexure E’.

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.

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 with interest of 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 2015-16 till the date of signing this report.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo :

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

I. Conservation Of Energy-

A. Energy Conservation Measures taken :

The process technology adopted in our plants is energy efficient even though it has become old now. The company selected the most developed I.C.I (Now Johnson Matthey) Low Pressure Methanol Technology and Humphreys and Glasgow (M/s Jacobs H & G Ltd.) reformation process for manufacture of Methanol and Derivados Forestales, Netherland’s technology for manufacture of Formaldehyde. The waste heat is recovered to produce steam required for the process. Heat exchangers are well insulated to prevent any heat loss hence the heat is not radiated to the atmosphere. Water used for cooling in the plant is 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. The steps taken by the company for utilizing alternate source of energy: There was no such proposal in the year under review.

C. Additional investments and proposals if any being implemented for reduction of the consumption of energy: There was no such proposal in the year under review..

D. Impact of the measures (A) ,(B) & (C) above: The specific consumption electricity and fuel natural gas was well within the tolerance limit. The company has a pollution free environment.

E. Total energy consumption & specific energy consumption :

a. Electricity 2015-16 2014-15

i) Purchase Unit(MWH) 15567 15183

Total amount (` in Crores) 11.62 10.23

Rate per unit (`/KWH) 7.47 8.30

ii) Own Generation (MWH) 2827.00 3104.00

b. Consumption per unit 2015-16 2014-15

of Production

i) Electricity(KWH)

Unit-II 528 502

ii) Natural Gas (NM3) (Ref)

Unit-II 1096 1077

II. Technology Absorption: Research and Development (R & D)-

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


121212

The company so far has not started full time R & D activities except in plant improvement of process and debottlenecking. The company shall 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 applicable

b) Recurring : Not applicable

c) Total : Not applicable

d) Total R & D expenditure as per % of total turnover : Not applicable

III. Technology Absorption and Adaptation-

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

Export Sales 2015-16 (MT)

2014-15 (MT)

Methanol 1094.38 2057.28Formalin 3148.92 3849.30

b) Total Foreign exchange used and earned:

Particulars 2015-16 (`) 2014-15 (`)Earnings in Foreign Ex-change (sales)

47,21,104/- 49,89,869/-

Foreign Exchange Outgo 8,35,351/- 16,84,400/-

Details of Subsidiary:

Your company has a subsidiary company viz., M/s Pragjyotish Fertilizers & Chemicals Ltd. (PFCL). This company was incorporated in 2004 jointly with another State Government undertaking M/s Assam State Fertilizer Corporation Ltd. PFCL has not been carrying out any business since its incorporation. This company is under winding-up process. The Annual Accounts for the Financial Year 2015-16 have not been prepared and therefore the financial statements of the company could not be consolidated with the financial statements of the company as prescribed in Section 129(3) & 134(1) of the Act and Companies (Accounts) Rules, 2014.

Business Risk Management:

Although the company doesn’t have any specific risk management policy as on this date, the Board of Directors of the company do deliberate on threats, risks and concerns which in opinion of the Board may threaten the continuation of its business or pose threat its existence in its meetings.

The Board reviews the means adopted by the company to mitigate the risk from time to time. The details of risk and concerns of the company are discussed in the Management Discussion and Analysis Report.

Details of Directors and Key Managerial Personnel:

During the financial year there were no changes in the Key Managerial Personnel of the company. Details of the Directors of the company along with the Directors who were appointed or have ceased to be Director during the year are given in details in the Corporate Governance Disclosure in ‘Annexure E’.

Pursuant to Section 152 of the Companies Act, 2013, Shri Rameshwar Dhanowar and Shri V B Pyarelal Directors will retire by rotation in the ensuing Annual General Meeting and being eligible, offer themselves for reappointment as Directors at the same meeting.


13

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 does not 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 that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the declaration given and noted by the Board of Directors, none of the Independent Director was disqualified to be appointed as Independent Director of the company as on 31st March, 2016.

Independent Auditor:

The present term of the Independent Auditors M/s SPRK & Co., Chartered Accountants is up to conclusion in 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) has reappointed M/s SPRK & Co., Chartered Accountants, Guwahati for the FY 2016-17 as the Independent Auditors vide letter no./CA.V/COY/ASSAM,APETRO(1)/106 dated 11/07/2016. The company

paid `1,20,000 (Rupees One Lakh Twenty Thousand only) as audit fee to the independent auditors for the financial year 2015-16.

Secretarial Auditors:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s Amit Pareek and Associates, a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report given by the secretarial auditors is enclosed herewith as ‘Annexure B’.

Cost Auditors:

Pursuant to the Companies (Cost Records and Audit) Rules, 2014, the Company has appointed M/s K.K. Das and Associates, Durgapur, West Bengal, a firm Practicing Cost Accountants, to undertake the Audit of the Cost Records of the Company for the financial year 2015-16.

Corporate Governance

A certificate from a Company Secretary in Whole Time Practice regarding compliance of conditions of the Corporate Governance of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is enclosed to this report as ‘Annexure C’.

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 Annual Report on CSR Activities has been enclosed herewith as ‘Annexure D’.

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 and regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year 2015-16 the company convened 5 (five) meetings of Audit Committee of the company. The details of the meetings of the Audit Committee held during the financial year 2015-16 and the roles and power of the


141414

Audit Committee are given in the Corporate Governance Disclosure in ‘Annexure E’.

Annual Evaluation made by the Board of its own Performance, its Directors, and that of its Committees:

Except the independent Directors of the company, all other members of the Board of Directors were appointed by either the State Government or the holding Company. The Chairman of the Board as on 31st March, 2016 was a member of State Legislative Assembly with the status of a Cabinet Minister of Government of Assam and other non-executive Directors in the Board of Directors are employees of the state Government. These Government appointed Directors hold positions in the company as Director by virtue of their respective positions to the Government of Assam. The Board didn’t do evaluation of performance of these Govt. of Assam appointed Board members because they undergoes performance evaluation at their respective offices or positions held in the State Government.

Regarding the performance evaluation of the Managing Director, the Board evaluates his performance with the performance of the company from time to time. The company is to adopt a formal procedure for performance evaluation of the Independent Directors.

This may also be stated that the Ministry of Corporate Affairs vide notification dated 5th June, 2015 has exempted the Government companies from evaluation of Board’s performance to some extent.

Nomination & Remuneration Committee Policy:

Details pertaining to constitution of the Committee and its terms of reference in brief have been provided in the Corporate Governance Disclosure in ‘Annexure E’.

Disclosure on Establishment of a Vigil Mechanism

The Company doesn’t have any Vigil Mechanism or Whistle Blower Policy.

Managerial remuneration:

The Managerial remuneration has been discussed in the Corporate Governance Disclosure in ‘Annexure E’. Pursuant to Section 197(12) of the Act and the Rule 5 of the Companies (Appointment and Remuneration to Managerial Personnel)

Rules, 2014, compression of Managerial remuneration and median employee’s remuneration and other details are enclosed as ‘Annexure-F’.

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

In compliance to section 4 of the said Act, the Management has constituted an Internal Complaint Committee for monitoring and handling of issues related to the sexual harassment of women at workplace. There was no cases or incidences filed for Sexual Harassment of Women at workplace during the financial year 2015-16.

Corporate Governance Disclosure and Management Discussion and Analysis Report:

The Corporate Governance Disclosure and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate ‘Annexure E’.

Delisting of Equity Shares:

Pursuant to a decision of the main promoter of the company viz. Assam Industrial Development Corporation Limited (AIDC), your directors took a decision to delist the shares of the company from all the stock exchanges (BSE Ltd. and Gauhati Stock Exchange Limited) in June 2014 and informed the stock exchanges accordingly. The public shareholders of the company passed a special resolution through postal ballots on 23rd April, 2015 for delist the shares as per the Chapter – IV of the SEBI (Delisting of Equity Shares) Regulations, 2009. Meanwhile, the Securities and Exchange Board of India (SEBI) amended the SEBI (Delisting of Equity Shares) Regulations, 2009 by a notification on 24th March, 2015.

As per the Delisting Regulations, the company filed application to BSE seeking in-principle approval for delisting of shares on 3rd September, 2015 but BSE expressed its inability to grant in-principle approval under the SEBI (Delisting of Equity Shares) (Amendment) Regulations, 2015 and advised to approach the Securities and Exchange Board of India for exemption of certain provisions of the amended regulations.

Accordingly, AIDC has moved to Securities and Exchange


15

Board of India in March 2016 seeking exemption from adhering the amended delisting regulations and also to extend validity of the Special Resolution passed by the public shareholders beyond one year.

Now the matter is under active consideration of the Securities and Exchange Board of India.

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, 2016, 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 2016 and of the Losses of the Company for the year ended on that date;

(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, 2016 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.

Reply to the comments of the Auditors

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

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 uninterrupted supply of Natural Gas as main feedstock for production of Methanol and Assam Gas Company Ltd. for transporting natural gas to the plant.

For and on behalf of the Board of Directors Sd/- Sd/-Place: Guwahati (Ratul Bordoloi) (D.N. Barua)Date: 12th August, 2016 Managing Director Director


161616

Form MGT 9

EXTRACT OF ANNUAL RETURNas on financial year ended on 31st March, 2016

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

Annexure-A

I REGISTRATION AND OTHER DETAILS :i) CIN L24116AS1971SGC001339ii) Registration Date 22nd April, 1971iii) Name of the Company Assam Petro-Chemicals Limitediv) Category/Sub-category of the Company Company Limited by Shares/ Government Companyv) Address of the Registered office & contact details 4th Floor, Orion Place, Bhangagarh, G.S. Road,

Guwahati, Assam, India, PIN--781005 Phone No.: 0361-2461594, 2461470Fax No. 0361-2461471, e-mail: [email protected]; website: www.assampetrochemicals.co.in

vi) Whether listed company Listedvii) Name , Address & contact details of the Regis-

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

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of the company.

Sl No.

Name & Description of main products/ser-vices

NIC Code of the Product /service*

% to total turnover of the company**

i Methanol 201 24.93

ii Formalin 201 75.07

* On the basis National Industrial Classification - Ministry of Statistics and Programme Implementation** On the basis of Gross 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 88.18 2(46)

ii) Pragjyotish Fertilizers & Chemicals Limited

U24124AS2004SGC007344 Subsidiary 55.56 2(87)


17

IV PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

(i) CATEGORY-WISE SHARE HOLDING

Number of shares held at the beginning of the year (01-Apr-2015)

Number of shares held at the end of the year (31-Mar-2016)

Category of Shareholder

Demat Physical Total % of total

shares


shares

% change during

the yearA. Promoters

(1) Indian

(a) Individual/ HUF - 2,507 2,507 0.03 - 2,507 2,507 0.03 0.00

(b) Central Government

- - - 0.00 - - - 0.00 0.00

(c ) State Government(s)

- - - 0.00 - - - 0.00 0.00

(d) Bodies Corporate

- 8,041,540 8,041,540 88.18 8,041,540 - 8,041,540 88.18 0.00

(e) Banks/FI - - - 0.00 - - - 0.00 0.00

(f) Any Other - - - 0.00 - - - 0.00 0.00

Sub Total(A)(1) - 8,044,047 8,044,047 88.20 8,041,540 2,507 8,044,047 88.20 0.00(2) Foreign

(a) NRIs-Individuals - - - 0.00 - - - 0.00 0.00

(b) Other - Individuals

- - - 0.00 - - - 0.00 0.00

(c )Bodies Corporate

- - - 0.00 - - - 0.00 0.00

(d) Banks/FI - - - 0.00 - - - 0.00 0.00

(e) Any Other - - - 0.00 - - - 0.00 0.00

Sub Total(A)(2) - - - 0.00 - - - 0.00 0.00Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

- 8,044,047 8,044,047 88.20 8,041,540 2,507 8,044,047 88.20 0.00


181818

Number of shares held at the beginning of the year (01-Apr-2015)

Number of shares held at the end of the year (31-Mar-2016)

Category of Shareholder


shares


shares

% change during

the yearB. Public shareholding1. Institutions(a) Mutual Funds - - - 0.00 - - - 0.00 0.00(b) Banks/FI - 943,200 943,200 10.34 943,200 - 943,200 10.34 0.00(c ) Central Government - - - 0.00 - - - 0.00 0.00(d) State Government(s) - - - 0.00 - - - 0.00 0.00(e) Venture Capital Funds - - - 0.00 - - - 0.00 0.00(f) Insurance Companies

- - - 0.00 - - - 0.00 0.00

(g) FIIs - - - 0.00 - - - 0.00 0.00(h) Foreign Venture Capital Funds

- - - 0.00 - - - 0.00 0.00

(i) Other (specify) - - - 0.00 - - - 0.00 0.00

Sub-Total (B)(1) - 943,200 943,200 10.34 943,200 - 943,200 10.34 0.002. Non-institutions(a) Bodies Corporate (i) Indian - 1,500 1,500 0.02 - 1,500 1,500 0.02 0.00 (ii) Overseas - - - 0.00 - - - 0.00 0.00(b) Individuals(i) Individual shareholders holding nominal share capital up to ` 1 lakh

- 85,000 85,000 0.93 2,150 82,850 85,000 0.93 0.00

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

- 45,650 45,650 0.50 45,650 - 45,650 0.50 0.00

(c ) Others (specify) (i)Society - 550 550 0.01 - 550 550 0.01 0.00

Sub-Total (B)(2) - 132,700 132,700 1.46 47,800 84,900 132,700 1.46 0.00Total Public Shareholding (B)= (B)(1)+(B)(2)

- 1,075,900 1,075,900 11.80 991,000 84,900 1,075,900 11.80 0.00

C. Shares held by Custodians for GDRs & ADRs

- - - 0.00 - - 0.00 0.00

GRAND TOTAL (A)+(B)+(C)

- 9,119,947 9,119,947 100.00 9,032,540 87,407 9,119,947 100.00 0.00


19

ii SHARE HOLDING OF PROMOTERS

Sl No. Shareholder’s Name

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

2015)

Shareholding at the end of the year (31st March, 2016) %

change in share holding during

the year

No of shares

% of total shares of the

company

% of shares pledged

encumbered to total shares

No of shares


company

% of shares pledged

encumbered to total shares

1Assam Industrial Development Corporation Limited

8,041,540 88.18 Nil 8,041,540 88.18 Nil 0.00

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 8,044,047 88.20 8,044,047 88.20


202020

(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 (01-04-2015

to31-03-2016)

No.of shares at the beginning

(01.04.2015)and at the

end(31.03.2016)of the year


company

No of shares

% of total

shares of the

company

1 Assam Industrial Development Corporation Limited

8,041,540 88.18 01-04-2015 0No changes

8,041,540 88.18 31-03-2016 8,041,540 88.18

2 Shri Hemendra Prasad Barooah

1,001 0.01 01-04-2015 0No changes

1,001 0.01 31-03-2016 1,001 0.013 Shri Prafulla Chandra

Borooah 501 0.01 01-04-2015 0

No changes 501 0.01 31-03-2016 501 0.01

4 Shri R K Borooah 500 0.01 01-04-2015 0No changes

500 0.01 31-03-2016 500 0.015 Shri Alok Mookherjee 500 0.01 01-04-2015 0

No changes 500 0.01 31-03-2016 500 0.01

6 Shri Krishna Prasad Barooah

1 0.00 01-04-2015 0No changes

1 0.00 31-03-2016 1 0.00

7 Shri Radha Govinda Baruah

1 0.00 01-04-2015 0No changes

1 0.00 31-03-2016 1 0.008 Shri Guru Prasad Das 1 0.00 01-04-2015 0

No changes 1 0.00 31-03-2016 1 0.00

9 Shri Ganesh Ch Phukan

1 0.00 01-04-2015 0No changes

1 0.00 31-03-2016 1 0.00

10 Shri Mahan Singh 1 0.00 01-04-2015 0No changes

1 0.00 31-03-2016 1 0.00


21

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

Sl. No


Shareholdings

DateIncrease/Decrease in share holding


Shareholding

Cumulative Shareholding during the year (01-04-2015

to 31-03-2016)

No.of shares at the beginning (01.04.2015)

and at the end(31.03.2016) of

the year


company

No of shares


company

1 IDBI Bank Ltd 852,500 9.35 01-04-2015 0No changes

852,500 9.35 31-03-2016 852,500 9.35

2 ICICI Bank Limited 90,700 0.99 01-04-2015 0No changes

90,700 0.99 31-03-2016 90,700 0.99

3 Shri Vipul Rajendrabhai Gandhi

45,650 0.50 01-04-2015

Transfer15-05-2015 45,650 (Decrease)

0 0.00 31-03-2016 0 0.00

4 Shri Rajendra Dhirajlal Gandhi

0 0.00 01-04-2015

Transfer15-05-2015 45,650 (Increase)

45,650 0.50 31-03-2016 45,650 0.50

5 Shri Kailash Bagaria 2,000 0.02 01-04-2015 0No changes

2,000 0.02 31-03-2016 2,000 0.02

6 Shri Keshalata Bymra 1,000 0.01 01-04-2015 0No changes

1,000 0.01 31-03-2016 1,000 0.01

7 Shri Somnath Mookherjea 1,000 0.01 01-04-2015 0No changes

1,000 0.01 31-03-2016 1,000 0.01

8 Shri Suman Malu 1,000 0.01 01-04-2015 0No changes

1,000 0.01 31-03-2016 1,000 0.019 Shri Rajni Kantilal Sanghvi 750 0.008 01-04-2015 0

No changes 750 0.008 31-03-2016 750 > 0.01

10 AOD Oil-Co-Operative Society, IOC

500 0.005 01-04-2015 0No changes

500 0.005 31-03-2016 500 > 0.01

11 Assam Carbon Products Ltd

500 0.005 01-04-2015 0No changes 500 0.005 31-03-2016 500 > 0.01


222222

(v) SHAREHOLDING OF DIRECTORS & KMP

Sl. No


Shareholdings

Date

Increase/Decrease in share holding


Shareholding

Cumulative Shareholding

during the year (01-04-2015 to

31-03-2016)

No.of shares at the beginning

(01.04.2015) and at

the end (31.03.2016)of the year

% of total

shares of the

company

No of shares

% of total

shares of the

company

1 Shri Rameshwar Dhanowar

0 0.00 01-04-2015 0No changes

0 0.00 31-03-2016 0 0.00

2 Shri R.T Jindal , IAS (Ceased to be director w.e.f. 22-Jul-2015)

0 0.00 01-04-2015 0No changes

0 0.00 22-07-2015 0 0.00

3 Shri V.B.Pyarelal,, IAS (Ceased to be director w.e.f. 21-Jul-2015)

0 0.00 01-04-2015 0No changes

0 0.00 21-07-2015 0 0.00

4 Shri Sameer Kumar Khare, IAS (Ceased to be director w.e.f. 21-Mar-2016)

0 0.00 01-04-2015 0

No changes0 0.00 21-03-2016 0 0.00

5 Shri Swapnanil Barua, IAS

0 0.00 01-04-2015 0No changes

0 0.00 31-03-2016 0 0.00

6 Shri Hemanga Kishore Sharma, IAS (Retd.) (Appointed as a director w.e.f. 22-Jul-2015)

0 0.00 22-07-2015 0

No changes0 0.00 31-03-2016 0 0.00

7 Shri. Shyam Lal Mewara, IAS (Appointed as a director w.e.f. 21-Jul-2015)

0 0.00 21-07-2015 0

No changes0 0.00 31-03-2016 0 0.00

8 Shri V.B.Pyarelal, IAS (Appointed as a director w.e.f. 21-Mar-2016)

0 0.00 21-03-2016 0

No changes0 0.00 31-03-2016 0 0.00


23

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

0 0.00 21-03-2016 0No changes

0 0.00 31-03-2016 0 0.00

10 Shri D.N.Barua 0 0.00 01-04-2015 0No changes

0 0.00 31-03-2016 0 0.00

11 Shri A.N Das 0 0.00 01-04-2015 0No changes

0 0.00 31-03-2016 0 0.00

12 Shri Birinchi Kr. Sarma 0 0.00 01-04-2015 0No changes

0 0.00 31-03-2016 0 0.00

13 Shri Utpal Borah 0 0.00 01-04-2015 0No changes

0 0.00 31-03-2016 0 0.00

14 Shri Sanjeev Kr. Choubey 0 0.00 01-04-2015 0No changes

0 0.00 31-03-2016 0 0.00

15 Shri Ratul Bordoloi 0 0.00 01-04-2015 0No changes

0 0.00 31-03-2016 0 0.00

16 Shri Uttam Bailung 100 0.00 01-04-2015 0No changes

100 0.00 31-03-2016 100 0.001

(vi) INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year (01-Apr-2015)

i) Principal Amount NIL NIL NIL NILii) Interest due but not paid NIL NIL NIL NILiii) 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 NILReduction NIL NIL NIL NILNet Change N.A N.A N.A N.AIndebtedness at the end of the financial year (31-Mar-2016)i) Principal Amount NIL NIL NIL NILii) Interest due but not paid NIL NIL NIL NILiii) Interest accrued but not due NIL NIL NIL NILTotal (i+ii+iii) NIL NIL NIL NIL


242424

(vii) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole time director and/or Manager:

Sl.No Particulars of Remuneration Name of the MD/WTD/Manager1 Gross salary Shri Ratul Bordoloi, Managing

Director Total

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

` 14,99,896/- (Rupees Fourteen Lakhs Ninety Nine Thousand Eight Hundred and Ninety 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 Commission as % of profit NIL NIL4 Others (Providend Fund, Medical

Expenses and incentive` 3,25,065/- (Rupees Three Lakhs Twenty Five Thousand and Sixty Five Only)

` 3,25,065/- (Rupees Three Lakhs Twenty Five Thousand and Sixty Five Only)

Total (A) ` 18,24,961/- ( Rupees Eighteen Lakhs Twenty Four Thousand Nine Hundred Sixty One Only)

` 18,24,961/- ( Rupees Eighteen Lakhs Twenty Four Thousand Nine Hundred Sixty One Only)

Ceiling as per the Act ` 42,00,000/- (Rupees Forty Two Lakhs Only)

Sl.No

Particulars of Remuneration Name of the Directors

1 Independent Directors Shri D N Barua

Shri B.K Sarma

Shri Utpal Borah

Shri S.K Choubey

Shri A N Das

Total Amount

(a) Fee for attending board / committee meetings

22,000 17,000 24,500 12,500 18,500 94,500

(b) Commission Nil Nil Nil Nil Nil Nil(c ) Others, please specify Nil Nil Nil Nil Nil NilTotal (1) 22,000 17,000 24,500 12,500 18,500 94,500

2 Other Non Executive Directors(a) Fee for attending board committee meetings

Nil Nil Nil Nil Nil Nil

(b) Commission Nil Nil Nil Nil Nil Nil(c ) Others, please specify. Nil Nil Nil Nil Nil NilTotal (2) Nil Nil Nil Nil Nil NilTotal (B)=(1+2) 22,000 17,000 24,500 12,500 18,500 94,500Total Managerial Remuneration ` 19,19,461/- (Rupees Nineteen Lakhs Nineteen Thousand Four

Hundred and Sixty One Only)Overall Cieling for sitting fees as per the Act. ` 1,00,000/-each director per meeting of the Board of Directors.

B. Remuneration to other directors : Figures in `


25

C. Remuneration to KMP other than MD/Manager/WTD

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.

` 11,36,144/- (Rupees Eleven Lakhs Thirty Six Thousand One hundred and Fortyfour Only)

` 11,36,144/-(Rupees Eleven Lakhs Thir-ty Six Thousand Onehundred andFortyfour 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 NIL4 Commission - as % of profit NIL NIL5 Others, please specify (Providend Fund, Medical

Expenses and incentive)` 1,11,704/- (Rupees One Lakh Eleven Thousand Sev-en Hundred and Four only)

` 1,11,704/- (Rupees One Lakh Eleven Thousand Sev-en Hundred and Four only)

Total ` 12,47,848/- (Rupees Twelve Lakhs Forty Seven Thousand Eight Hundred and Forty Eight Only)

` 12,47,848/- (Rupees Twelve Lakhs Forty Seven Thousand Eight Hundred and Forty Eight Only)

(viii) PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCESType Section

of the Companies

Act

Brief Description

Details of Penalty/Punishment/

Compounding fees imposed

Authority (RD/NCLT/

Court)

Appeall made if any

(give details)

A. COMPANYPenaltyPunishmentCompoundingB. DIRECTORSPenaltyPunishmentCompoundingC. OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding

-Nil-


262626

Annexure B

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016Pursuant to section 204(1) of the Companies Act, 2013 and

Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014

To,The Members,ASSAM PETRO - CHEMICALS LIMITEDCIN: L24116AS1971SGC0013394th Floor, Orion Palace, Bhangagarh G S Road, Guwahati-781005

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ASSAM PETRO-CHEMICALS LIMITED.(hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.We report that:a. Maintenance of Secretarial records is the responsibility

of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our Audit.

b. We have followed the Audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

c. We have not verified the correctness and appropriateness of the financial statement of the Company.

d. The compliance of the provisions of the Corporate and other applicable Laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verifications of procedures on test basis.

e. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records

maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31ST day of March, 2016 (“audit period”), complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by ASSAM PETRO-CHEMICALS LIMITED. (“The Company”) for the financial year ended on 31st March, 2016 according to the provisions of:(i) The Companies Act, 2013 (the Act) and the rules made

thereunder;(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)

and the rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-

laws framed thereunder;(iv) Foreign Exchange Management Act, 1999 and the rules

and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not applicable to the Company during the Audit Period)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,


27

2009; (Not applicable to the Company during the Audit Period)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the Audit Period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit Period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the Audit Period)

(vi) Other Laws specifically applicable to the Company (As per annexure-I)

We have also examined compliance with the applicable clauses of the following:-(i) Secretarial Standards issued by The Institute of Company

Secretaries of India.(ii) The Listing Agreements entered into by the Company

with BSE Ltd. (Formerly Bombay Stock Exchange Ltd.)(iii) SEBI (LODR) REGULATIONS 2015 made effective 1st

December, 2015.During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to some observation as given in annexure-II.We further report that:-The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful

participation at the meeting.Board decisions are carried out with unanimous consent and therefore, no dissenting views were required to be captured and recorded as part of the minutes.We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.We further report that during the audit period the company had no specific events / actions which is having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.)We further report that during the audit period there were no instances of:(i) Public/Right/Preferential issue of shares / debentures/

sweat equity, etc.(ii) Redemption / buy-back of securities(iii) Major decisions taken by the members in pursuance to

section 180 of the Companies Act, 2013(iv) Merger / amalgamation / reconstruction, etc.(v) Foreign technical collaborations.

Date: 29.07.2016 FOR AMIT PAREEK & ASSOCIATESPlace: GUWAHATI COMPANY SECRETARIES

Sd/-(AMIT PAREEK)

ProprietorFCS: 5714 COP: 4289

ANNEXURE –I1) The Petroleum Act, 1934 & rules made there under.2) Petroleum Rules, 2002.3) Field (Regulation and Development) Act, 1948, read with

petroleum and natural gas (safety in offshore operations) Rules, 2008.

4) Explosives Act, 1884.5) Environmental protection Act, 1986.6) The Central ExciseAct, 1961.7) Indian explosives Act, 1952 –Poison Act, 1884.8) Income Tax Act, 1961.


282828

9) Central Sales Tax Act, 1956 1944 (1 of 1944).10) Assam Value added Tax of Assam, 2005.11) Professional Tax 1976.12) Service Tax, 1994.13) The Negotiable Instrument Act, 1881.14) The Factories Act, 1948.15) The Industrial Dispute Act, 1947.16) Employees Provident Fund & Misc. Provisions of the Act.17) The Payment of Wages Act, 1965.18) The payment of Bonus Act, 1965.19) The Payment of Gratuity Act, 1972.20) The Minimum Wages Act, 1946.21) The Employment Exchange Act, 1952.22) Indian Stamp Act, 1899.23) The Trade Marks Act, 1999.24) The Customs Act, 1962.25) Industrial (Development and Regulations) Act, 1951.26) The Competition Act, 2002.27) The Trade Union Act, 192628) Any other Act which may be applicable.

ANNEXURE -IIDuring the course of the conduct of our audit, the following observations were made:-1) Mrs. Shehla Rahman was appointed as woman director

of the company as on 19/04/2016 which was made after deadline announced by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI). However SEBI has already imposed penalty for the same and payment was made by the company.

2) The Company is in default of appointment of Chief Financial Officer of the company on the board.

3) The company is in default in maintaining the Fixed Asset Register.

4) The company is in default in forming the Vigil Mechanism/Whistle Blower Policy as stipulated in regulation 22 of SEBI (LODR) Regulations, 2015.

5) No meeting of the Remuneration Committee of the Company was held during the financial year. However as per the explanations given by the management of the company, the remuneration is fixed by the government.

6) The company does not have a Risk Management Policy & Procedure as stipulated in regulation 17(9) of SEBI (LODR) Regulations, 2015.

7) Financial statement of the subsidiary company is to be reviewed by the holding company’s Audit Committee, but as per the explanation given by the Company subsidiary company is under the process of winding up.

8) Minutes of the subsidiary Company was not placed before the board of the Holding Company.

9) The performance evaluation of Independent Directors has not been done by the Board of Directors during the financial year as required under regulation 17(10) of SEBI (LODR) Regulations, 2015.

Annexure-“C”

CORPORATE GOVERNANCE CERTIFICATE

To,The Members,ASSAM PETRO-CHEMICALS LIMITEDRegd. Office: 4th Floor, Orion PalaceG. S. Road, Bhangagarh, Guwahati-781005

We have examined the compliance of the conditions of corporate governance by ASSAM PETRO-CHEMICALS LIMITED (“The Company”) for the year ended 31ST MARCH, 2016 as stipulated in clause 49 of the Listing Agreement (‘Listing Agreement’) of the Company with the Stock Exchange for the period 1st April, 2015 to 30th Nov. 2015 and as per relevant provisions of Securities & Exchange Board of India (Listing Obligation & Disclosure Requirement) Regulations, 2015 (‘Listing Regulation’), as referred in Regulation 15(2) of the Listing Regulations for the period 1st December, 2015 to 31St March, 2016.The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.In our opinion and to the best of our information and explanations given to us, we certify that the company has


29

complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement/Listing Regulations as applicable.We further state that such compliances is neither an assurance as to future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. All mandatory conditions of the said clause of Listing Agreement/Regulations were complied subject to following observations:-1) Mrs. Shehla Rahman was appointed as woman director

of the company as on 19/04/2016 which was made after deadline announced by Authority. However SEBI has already imposed penalty for the same and payment was made by the company.

2) The company does not have a Risk Management Policy & procedure as stipulated under regulation 17(9) SEBI (LODR) Regulations, 2015.

3) No meeting of the remuneration committee was held during the financial year of the company as per regulation 19 of SEBI (LODR) Regulations, 2015. As per the explanations given by the management of the company, the remuneration is fixed by the government of Assam.

4) The company is in default of forming the Vigil Mechanism/Whistle Blower Policy as stipulated in regulation 22.

5) The minutes of the Subsidiary Company were not placed before the board of the holding Company. As per the explanations given by the Company, the subsidiary Company is under the process of winding up.

6) The performance evaluation of Independent Directors has not been done by the Board of Directors during the financial year as required under regulation 17(10) SEBI (LODR) Regulations, 2015.

Date: 29.07.2016 FOR AMIT PAREEK & ASSOCIATESPlace: GUWAHATI COMPANY SECRETARIES Sd/-

(AMIT PAREEK)Proprietor

FCS: 5714 COP: 4289

Annexure-‘D’Annual Report on Corporate Social Responsibility (CSR) Activities for Financial Year 2015-161. A brief outline of the company's CSR policy: The Company is being a Public Sector Undertaking

incorporated in 1971 to set up petro-chemical complex Namrup to uplift the socio-economic life of the people of the locality. The company has been successful in discharging its social responsibilities by taking number of socio –economic projects since its incorporation to up lift the life of the people of the locality. The company has been imparting quality education to the students of the locality in the schools run by the company in its campus. The company has also been supplying drinking water to the residents of adjoining villages of the plant areas. The company also provides health check-up and medicines to the needy people of the neighbouring villages.

2. The Composition of the CSR Committee: Pursuant to Section 138 of the Companies Act, 2013, the company has constituted a Corporate Social Responsibility Committee of the Board of Directors with the following members: 1) Shri Rameshwar Dhanowar - Chairman; 2) Shri Utpal Borah - Member; and 3) Shri Ratul Bordoloi - Member.

3. Average net profit of the company for last three financial years:

Financial Year Profit/(Loss) (`)2012-13 5,05,30,618.002013-14 11,51,16,757.002014-15 (59,089,710.00)Total Net Profit in the preceding three financial years

106,557,665.00

Average Net Profit 35,519,221.67 4. Prescribed CSR Expenditure (i.e. 2% of the Average Net Profit as in item 3 above): ` 7,10,384/- (Rupees Seven Lakhs Ten Thousand Three Hundred and Eighty Four only)5. Details of CSR spent during the financial year:a) Total amount to be spent for the financial year;

`1,18,55,989/- (Rupees One Crore Eighteen Lakhs Fifty Five Thousand Nine Hundred and Eighty Nine Only)


303030

b) Amount unspent , if any:NILc) Manner in which the amount spent during the financial year is detailed below:

Sl No.

CSR Project or activity Identified

Sector in which the project is covered(As per Schedule VII)

Projects or Programmes1. Local Area or

Other2. Specify the

State and District Where the project or programmes are under taken

Amount Outlay (budget) project or program wise

Amount Spent on the projects or programmes.Sub Heads:1. Direct

Expenditure on projects or programmes

2. Overheads

Cumulative expenditure up to the reporting Period

Amount Spent Direct or Through implementing Agency:

1 Providing Free Drinking Water

(i)Making available Safe Drinking Water

1. Local Area2. Assam,

Dibrugarh District.

The cost of drinking water supplied to nearby villages has not been accounted for and therefore exact cost could not be provided.

2

Providing free elementary and Secondary level education to children of neighboring rural areas.

(ii)Promoting Education

1. Local Area2. Assam,

Dibrugarh District.

`118.56 Lakhs

Direct Expenditure

`118.56 Lakhs Direct

Total `118.56 Lakhs

`118.56 Lakhs

6. Reasons for not spending the 2% of average net profit of last three financial years: Not Applicable7. A Responsibility Statement of the CSR Committee : The implementation and monitoring of the Company’s CSR Policy is in compliance with CSR objectives and Policy of the

Company.

Sd/- Sd/- (Ratul Bordoloi) (Rameshwar Dhanowar) Managing Director Chairman CSR Committee DIN: 03315766 DIN: 02357978

Annexure-“E”

CORPORATE GOVERNANCE DISCLOSURE

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.

PHILOSOPHY ON CORPORATE GOVERNANCEThe 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


31

BOARD OF DIRECTORSThere were 11 (eleven) directors in the Board of Directors of the Company as on 31st March, 2016. The Board of the company is constituted as per the requirement of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Board and category of Directors as on 31st March,2016 are as follows:

Category Name of DirectorsNominee Directors of Promoter/promoter Group

Shri Rameshwar DhanowarShri Swapnanil Barua,IASShri Hemanga Kishore Sharma, IAS (Retd.)Shri V.B.Pyarelal, IASShri Pradeep Kumar Das

Independent Directors

Shri Digendra Nath BaruaShri Amarendra Nath DasShri Birinchi Kumar SarmaShri Utpal BorahShri Sanjeev Kumar Choubey

Managing Director

Shri Ratul Bordoloi

*None of the director is related to any other director on the Board.Pursuant to Second proviso of Section 149(1)(b) of the Companies Act, 2013 and regulation 17(1) of SEBI (Listing

Obligations and Disclosure Requirements)Regulations 2015, every listed company is required to appoint a woman director in the Board of Directors of the company. Although this requirement could not be complied during the financial year 2015-16, the Company appointed Mrs. Shehla Rahman, (DIN: 06786580) Secretary to the Govt. of Assam, Industries and Commerce Department as a director of the company w.e.f 19th April, 2016.MEETINGS OF THE BOARD OF DIRECTORS:During the Financial Year 2015-16, the company convened 8 (Eight) 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 2015-16 are as follows:

Sl. No

Date of Board Meeting

Board Strength

Numbers of Directors Present

1 29-Apr-2015 11 102 29-May-2015 11 83 13-Aug-2015 11 84 5-Oct-2015 11 75 7-Nov-2015 11 76 20-Jan-2016 11 87 26-Feb-2016 11 58 21-Mar-2016 11 5

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 Shareholders held during the Financial Year 2015-16.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)

No. of Membership/Chairmanshipof Board Committees in Other Companies

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

Nos. of Meetings Attended

Total Meetings held during the tenure of the director.

% of Attendance

1 Shri Rameswar Dhanowar, Chairman

Category: Nominee Director

8th June, 2007 3 8 37.50 No Nil 1. ATCL


323232

2 Shri R.T. Jindal, IAS,


13th July, 2012

(ceased as director w.e.f. 22nd July, 2015)

2 2 100 NA Nil 1. NRL;2. BCPL;3. AIDCL;4. AGCL;5. DNPL;6. AHECL;7. ATCL;8. ATPO;9. IIE10. AIM11. AIIDCL

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

21st March, 2016*(ceased as director w.e.f. 21st July 2015 then reappointed vide Govt. Notification w.e.f 21st March, 2016)

1 2 50 NA Nil 1. AHECL;2. AGCL;3. NLU;4. NIPFP

4 Shri Sameer Kumar Khare, IAS


5th February, 2015

(Ceased to be Director w.e.f 21st March,2016)

0 8 0 No Nil 1. AGCL;2. NRL;3. AHECL

5 Shri Swapnanil Barua, IASCategory: Nominee Director

22nd December, 2014

(Ceased to be Director w.e.f 19th April,2016)

4 8 50 No Nil 1. AIDCL;2. ATPO;3. CCIL;4. ASIDCL;5. ASTCL;6. APML;7. CSML8. IPL;9. AAHCL;10. BTP;11. Fertichem Ltd12. ASL;13. ASWMCL;14. ASFC

6 Shyam Lal Mewara, IAS,Addl. Chief Secretary to the Govt of Assam, Public Enterprise Department, Assam Secretariat, Dispur Guwahati-781006Category: Nominee Director

21st July 2015

(Ceased to be Director w.e.f 21st March, 2016)

0 6 0 No Nil 1. ATCL;2. ATPO;3. APGCL;4. APDCL;5. AEGCL


33

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

22nd July, 2015 6 6 100 No Nil 1. AIDCL;2. BTP;3. PBSL;4. PTPPL;5. CSML;6. IPL;7. AAHCL.

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

21st March, 2016

0 0 0 NA 2 Committees (Chairman in 1)

1. AGCL;2. APGCL;3. AHSIDCL;4. ASWC;5. AHECL;6. ASCL;7. AIIDC;8. AMDCL;9. ALPCL;10. ASFCL;11. APM(A)L;12. AEDCL;13. APTSCL;14. ASDCSCL15. ASDCOBCL16. ATCL.

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

4th February, 1987

7 8 87.50 Yes Nil 1. PFCL;2. GMA

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

09th November, 2009

8 8 100 Yes Nil 1. OIPL;2. ITPL

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

09th November 2009

6 8 75 Yes Nil Nil

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

29th December, 2010

8 8 100 No Nil Nil


343434

13 Shri Sanjeev Kr. ChoubeyCategory: Independent Director

19th December, 2012

5 8 62.50 No Nil 1. NPIPL;2. TVPPL;3. NTI

14 Shri Ratul Bordoloi, Category: Managing Director

10th September, 2010

8 8 100 No Nil 1. PFCL;2. PCB

AAHCL: Assam Ashok Hotel Corporation Ltd. AEDCL: Assam Electronics Development Corporation Limited; AEGCL: Assam Electricity Grid Corporation Limited; AGCL: Assam Gas Company Limited; AHECL: Assam Hydrocarbon & Energy Company Ltd; AHSIDCL: Assam Hills Small Industries Development Corporation Ltd; AIDCL: Assam Industrial Development Corporation Ltd; AIIDCL: Assam Industrial Infrastructure Development Corporation Ltd; AIM: Assam Institute of Management; AMDCL: Assam Mineral Development Corporation Limited; APML: Ashok Paper Mills Ltd.; ALPCL: Assam Livestock & Poultry Corporation Limited; APDCL: Assam Power Distribution Corporation Ltd; APGCL: Assam Power Generation Corporation Ltd. APTDCL: Assam Plains Tribes Development Corporation Limited; ASDCSCL: Assam State Development Corporation for SC Ltd; ASDCOBCL: Assam State Development Corporation for OBC Ltd ASFC: Assam State Fertilizers & Chemicals Ltd; ASF(FD)CL: Assam State Film (Finance & Development) Corporation Limited; ASIDCL: Assam Small Industrial Development Corporation Ltd; ASCL: Assam Seed Corporation Limited; ASL: Assam Syntex Limited; ASTC: Assam State Transport Corporation Ltd; ASTCL: Assam State Textile Corporation Ltd; ASWC: Assam State Warehousing Corporation; ASWMCL: Assam State Weaving & Manufacturing Co. Ltd.; ATCL: Assam Tea Corporation Ltd; ATPO: Assam Trade Promotion Organisation; BCPL: Brahmaputra Cracker and Polymer Ltd; BTP: Bamboo Technology Park; CCIL: Calcom Cements India Ltd; CSML: Cachar Sugar Mills Ltd; DNPL: DNP Ltd; GMA: Guwahati Management Association; IIE: Indian Institute of Entrepreneurship; IPL: Industrial Paper (Assam) Ltd; ITPL: Isemantics Technology Private Limited; NPIPL: Natural Penal Industries Pvt. Ltd; NRL: Numaligarh Refinery Ltd; NIPFP: National Institute of Public Finance & Policy; NLU: National Law University & Judicial Academy Assam; 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.

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 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.During the Financial Year 2015-16 the company convened 5 (Five) meetings of the Audit Committee. The attendance records of the members at the meetings were as follows:

Name of the Directors

Status No. of meeting attended

Attended in the last AGM (Yes /No)

Shri D.N. Barua(Independent Director)

Chairman 3 Yes

Shri B K Sarma(Independent Director)

Member 5 Yes

Shri S.K.Choubey(Independent Director)

Member 4 Yes

Shri Utpal Borah (Independent Director)

Member 3 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.


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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 includes1. 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 appointment, 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 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 and risk

management systems;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;


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• 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).

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.

1 Shri B.K. Sarma (Independent Director) Chairman2 Shri D.N. Barua (Independent Director) Member

3 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 of the state. 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. 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 2015-16 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


` 3,25,065/- (Rupees Three Lakhs Twenty Five Thousand and Sixty Five 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 paid sitting fee of ` 1,000/- (Rupees One Thousand only) to each of the Independent Directors for attending each meeting of Board of Directors and Board sub-committee where the particular Independent Director is a member, which have been enhanced to ` 3,000/- (Rupees Three Thousand Only) and ` 1,500 (Rupees One Thousand Five Hundred Only) respectively w.e.f 5th October, 2015 in pursuance of the special resolution passed at the 44th AGM held on 24th September, 2015. The Company does not pay any sitting fee to the Managing Director and other Nominee Directors of the Board representing the Holding Company and the Govt. of Assam.Total sitting fee paid to the Independent Directors during the


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Financial Year 2015-16 are given as under.

Sl. No.

Names of the Directors Amount of Sitting Fees (in `)

1 Shri D.N. Barua 22,000/-2 Shri B. K. Sarma 17,000/-3 Shri A. N. Das 18,500/-4 Shri S.K. Choubey 12,500/-5 Shri Utpal Borah 24,500/-

CORPORATE SOCIAL RESPONSIBILITY 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 is as follows:

1. Shri Rameshwar Dhanowar, Director Chairman2. Shri Utpal Borah, Independent Director Member3. Shri Ratul Bordoloi, Managing Director Member

STAKEHOLDERS’ RELATIONSHIP COMMITTEE:The company constituted a Stakeholder 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:

1. Shri A. N Das, Independent Director Chairman

2. Shri D.N Barua, Independent Director Member3. Shri B. K Sarma, Independent Director Member4. Shri Ratul Bordoloi, Managing Director Member

The Stakeholders Relationship Committee, inter alia, shall consider and resolve the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.Shri Uttam Bailung, Company Secretary is the Compliance Officer appointed by the company as per the requirement of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. His address for communication is as under;Company SecretaryAssam Petro-Chemicals Ltd.4th Floor, Orion Place, G.S. Road, Bhangagarh, Guwahati-781 005Assam, Phone no. 0361-2461594 Fax no. :0361-2461471;email- [email protected],[email protected] the financial year the company received 2(Two) grievances from shareholders and both the grievances were resolved in due course. Shri Uttam Bailung, Company Secretary and Compliance Officer, is the Secretary of all Board Sub-Committees constituted under the Companies Act, 2013 and applicable SEBI Regulations.

GENERAL BODY MEETINGSDetails of General Body Meetings held in the last three years are given below:

General Body Meeting Day and Date Time Venue

42nd AGM Tuesday, 31st December, 2013 11: 00 am 4th Floor, Orion Place, G.S. Road, Bhangagarh, Guwahati-781 005

43rd AGM Tuesday, 30th September, 2014 11:00 am 4th Floor, Orion Place, G.S. Road, Bhangagarh, Guwahati-781 005

44th AGM Thursday, 24th September, 2015

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

Special Resolution: In the 44th Annual General Meeting, held on 24th September, 2015 a special resolution was passed by the shareholders of the company, for alteration of the Articles of Association. 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 21st September, 2015 to 5.00 pm on 23rd September, 2015. 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:


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Resolution No. 5 Special Resolution for Alteration of the Articles of Association of the Company.Promoter/Public Number of

SharesNumber 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 NAPublic Institutional Holders 9,43,200 0 0 NA NA NA NAPublic -Others 1,32,700 100 0.0754 100 0 100 0Total(A) 91,19,947 100 0.00001 100 0 100 0

Mode of voting: (Ballot)Promoter and Promoter Group 80,44,047 80,41,540 99.9688 80,41,540 0 100 0Public Institutional Holders 9,43,200 0 0 NA NA NA NAPublic -Others 1,32,700 450 0.34 350 0 100 0Total(B) 91,19,947 80,41,990 88.1802 80,41,890 0 100 0Results (A+B) 91,19,947 80,42,090 88.1813 80,41,990 0 100 0

Special Resolution passed through Postal Ballot:During the FY 2015-16 the Company also passed 2 (two) special resolutions through postal ballot as per Section 110 of the Companies Act, 2013 and Rules made there under. These resolutions were passed on 23rd April, 2015 by the shareholders and results were declared on 30th April, 2015. Shri Biman Debnath, Practising Company Secretary was appointed as ‘the scrutinizer’ for conducting voting through postal ballot process in fair and transparent manner. Voting pattern of the resolutions passed through postal ballot is as under

Resolution No. 1 Special Resolution pursuant to the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended, for voluntary delisting of shares of Assam Petro-Chemicals Limited from BSE Ltd and Gauhati Stock Exchange Ltd.

Promoter/Public Number of Shares

Number of Votes Polled






Mode of Voting: (E-Voting)

Promoter and Promoter Group 80,44,047 0 NA NA NA NA NAPublic Institutional Holders 9,43,200 8,52,500 90.3838 8,52,500 0 100 0Public -Others 1,32,700 45,750 34.4763 45,750 0 100 0Total(A) 91,19,947 8,98,250 83.4882 8,98,250 0 100 0


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Mode of voting: (Postal Ballot)Promoter and Promoter Group 80,44,047 0 NA NA NA NA NAPublic Institutional Holders 9,43,200 0 0.0000 0 0 0.0000 0.0000Public -Others 1,32,700 362 0.2700 302 60 83.4254 16.5746Total(B) 91,19,947 362 0.0040 302 60 83.4300 16.5700Results (A+B) 91,19,947 8,98,612 83.4922 8,98,552 60 99.9933 0.0067

* Promoter and the promoter group are not eligible to cast vote as per the Regulation 8(1)(b) of the Securities and Exchange Board of India (Delisting of Shares) Regulation, 2009

Resolution No. 2 Special Resolution for alteration of Memorandum of Association and Articles of Association for enhancement of Authorised Share Capital from ` 350 Crore to ` 500 Crore.

Promoter/Public Number of Shares

Number of Votes Polled






Mode of Voting: (E-Voting)Promoter and Promoter Group 80,44,047 0 0 0 0 0 0

Public Institutional Holders 9,43,200 8,52,500 90.3838 8,52,500 0 100 0

Public -Others 1,32,700 45,750 34.4762 45,750 0 100 0Total(A) 91,19,947 8,98,250 9.8492 8,98,250 0 100 0

Mode of voting: (Postal Ballot)Promoter and Promoter Group 80,44,047 80,41,540 99.9688 80,41,540 0 100 NA

Public Institutional Holders 9,43,200 0 0.0000 0 0 0 0

Public -Others 1,32,700 362 0.2728 362 0 100 0Total(B) 91,19,947 80,41,902 88.1793 80,41,902 0 100 0Results (A+B) 91,19,947 89,40,152 98.0286 89,40,152 0 100 0

MEANS OF COMMUNICATIONQuarterly Results: The quarterly financial results and other quarterly reports are available to the investors in the official website of the company at www.assampetrochemicals.co.in. The Shareholders and other interested user may also visit the website of BSE Ltd at www.bseindia.com for accessing the quarterly results of the company.Website: The Company’s website www.assampetrochemicals.co.in contains dedicated sections for investor information

where details of the Board of Directors, the committees of the Board of Directors and investor’s relation information are available. The Company’s Annual Reports for preceding four years are also available in a user-friendly and downloadable form.Reminders to Shareholders: During the financial year 2015-16, the Company sent reminders to all the shareholders who have any amount of Dividend unclaimed as per the records of the Company.


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GENERAL SHAREHOLDER INFORMATIONa) 45th Annual General Meeting: Date:30th September, 2016 Time: 11 am Venue: Registered Office at 4th Floor, Orion Place,

Bhangagarh, G.S. Road, 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 2015-16 due to loss incurred by the company.d) Listing: The shares of the company are listed in BSE Ltd.,

Mumbai. Payment of Listing Fees: The annual listing fee for

the financial year 2015-16 has been paid by the com pany to BSE Ltd.

e) The shares of the company did not quote during the financial year 2015-16. The shares of the Company last traded at BSE Ltd on 30th September, 2010 at ` 7.86 per share.

f) Stock Code : 506267; Scrip ID : ASSAPETg) Date of Book Closure from 24th September, 2016 to 30th

September, 2016 (both days inclusive)h) The trading of Securities in BSE Ltd has resumed from

22nd February, 2016.i) Registrar and Share Transfer Agent: M/s C.B. Management Services (P) Ltd. P-22, Bondel Road, Kolkata-700 019 E-mail: [email protected]) 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 of the Board of the company.The Committee approves the transfer/transmission as and when required.Subject to the documents are being valid 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, 2016, 99.04% of the equity shares of the company are held in electronic mode. The company appeal to the shareholders who have not yet used this facility to dematerialise their shares so that the shares can be transferred electronically.

k) Distribution of shares

Shareholders Number of Shares

Held

Shares held in Demat

Shares Held in Physical

% of Shares

held

Promoter and Promoter Group

80,44,047 80,41,540 2,507 88.20%

Public Financial Institutional Holders

9,43,200 9,43,200 - 10.34%

Others Public Holders

1,32,700 47,800 84,900 1.46%

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

l) Dematerialisation of Shares and liquidity:The company provides the facility to dematerialise the shares of the company with both the depositories vz. National Securities Depository Ltd and Central Depository Services (India) Ltd. The ISIN of the company’s Shares is INE277D01010

m) The Company never issued GDRs/ADRs/Warrants or any convertible instruments hence, there are no outstanding as on 31-03-2016.

n) Plant Locations: Assam Petro-Chemicals Limited P.O. - Parbatpur, Namrup Distt. : Dibrugarh, Assam-786 623

o) Address for correspondence: Assam Petro-Chemicals Limited 4th Floor, Orion Place, G.S. Road Bhangagarh, Guwahati-781 005, Assam E-Mail: [email protected]


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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: Discussed under the head Compliance with Corporate Governance Requirements in para (VI) hereunder.

III. Assam Industrial Development Corporation Limited (AIDC) decided to delist the shares of the company from both BSE Ltd. In this connection, the Board of the company also passed a resolution on 9th June, 2014 and conveyed their decision to the stock exchanges as per the SEBI (Delisting of Equity Shares) Regulations, 2009. The Shareholders of the company also passed a special resolution as required under regulation 8(1)(b) of the SEBI(Delisting of Equity Shares) Regulations, 2009 on 23rd April,2015.

IV. Vigil Mechanism/Whistle Blower Policy: Discussed under the head Compliance with Corporate Governance Requirements in para (VI) hereunder.

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 has complied with all the Corporate Governance requirements as specified in the SEBI Listing Regulations, except of the following:

•As per Regulation 17(1)(a) atleast one woman director is required to be appointed in the Board of Directors of the Company. During the year under review the company could not appoint any Woman Director. However, w.e.f 19th April, 2016 Mrs. Shehla Rahman (DIN: 06786580) has been appointed as a director in the company in compliance to the above regulation. Since, the company could not comply with the provisions of said regulations, BSE Ltd imposed fine on the company as per SEBI Circular no. CIR/CFD/CMD/1/2015 dated April 8, 2015.

• The company has not laid down any procedure to inform members of the Board of Directors about risk assessment and minimisation procedures.

• Performance evaluation of the Independent Directors has not been undertaken.

• The company has not formulated any Vigil Mechanism/Whistle Blower Policy till the date of this report.

• As per regulation 24(2) the financial statements of the Subsidiary company is required to be reviewed by the Audit Committee, since the subsidiary company viz. Pragjyotish Fertilizers and Chemicals Limited is a de-funct company and is in the process of winding-up, the financial statements for the financial year 2015-16 have not been prepared and therefore could not be placed before audit committee for review.

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

During the year under review, the Company has credited ` 40,956/- (Rupees Forty thousand nine hundred and fifty six only) to the Investor Education and Protection Fund (IEPF) pursuant to Section 124(5) of the Companies Act, 2013 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

I hereby confirm that the Company has obtained from all the Members of the Board and Senior Management Personnel, affirmation that they have complied with the Code of Conduct for the financial year 2015-16.

Sd/-

Date: 12th August, 2016 (Ratul Bordoloi)

Place: Guwahati Managing Director

Annexure-“F”

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. Statement of disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.


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Sl. no.

Name of Director/KMP and

designation

Ratio of each director to median of

remuneration of employees

Percentage increase in

Remuneration

1.Shri Ratul Bordoloi,Managing Director

1.85:1 11.28

2.Shri Uttam Bailung, Company Secretary

Not Applicable 10.78

Note: The independent directors of the company are entitled for sitting fee for attending each meeting of the Board of Directors and committee meeting of the Board. Details of the sitting fee paid to the independent directors are disclosed in MGT-9 and Corporate Governance Report enclosed with the Directors’ Report.2. The company had 360 permanent employees on the roll

of the company as on 31st March, 20163. Percentage increase in the median remuneration of

employees for the financial year was 10.21%4. There was no relationship between increase of average

remuneration of employees and performance of the company. The company being a Government of Assam enterprise follows the state government approved pay rules. The Company increases the dearness allowance to the employees including the Managing Director and other KMP at the same rate which the Government of Assam increases from time to time. The company also

increases the pay of the employee (other than Managing Director) by 3% every year as annual increment. The company didn’t pay any performance related commission to the employees nor to the Managing Director during the financial year 2015-16.

5. The managerial remuneration paid is not linked with the performance of the company.

6. The company’s shares were not traded in the exchange during the FY 2015-16. The shares of the company were last traded on 30th September, 2016 in BSE. Therefore the variation in Market Capitalization and PE ratio couldn’t be calculated.

7. Average percentage increase made in the salaries of Employees other than the Managerial Personnel in the financial year was 10.21% whereas the increase managerial personnel was 11.03%.

8. There is no variable component in the managerial remuneration of the company. The company didn’t pay any variable pay to the Managerial Personnel in the FY 2015-16.

9. The ratio of the Remuneration of the Managing Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year: Not applicable.

10. It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

1. INDUSTRY STRUCTURE AND DEVELOPMENTS

Annexure-“G”

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

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

A Comments of Comptroller and Auditor General of India

1 Balance SheetAssetsCurrent AssetsInventories ` 10.26 crore (Note- 12)The above includes ` 32 lakh, being the cost of non-moving items, which had been suggested for writing –off by the technical Committee and Board of Directors of the company Non-provisioning against above non-moving items has resulted in overstatement of Current Assets and understatement of loss for the year by ` 32 lakh each.

The non moving items has been segregated and kept separately.As per practice of the company the non moving items are firstly dispose off and loss if any arises is provided in the books of accounts. The observation is noted and assured that proper action will be taken in the next financial year i.e. 2016-17.


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2 Balance SheetLiabilitiesCurrent LiabilitiesOther Current Liabilities (Note-7) ` 3.35 croreThe above does not include penalty amounting to ` 4.40 lakh, payable to the Securities and Exchange Board of India, for failure to appoint a Woman Director in the Board of Directors of the Company, as required under section 149 of the Companies Act, 2013, and Clause 49 of the Listing Agreement (Company listed in Bombay Stock Exchange). This resulted in understatement of loss for the year and understatement of current liabilities by ` 4.40 lakh each.

As per the demand for fine raised by BSE Ltd. ̀ 6,12,000/- (upto 02-01-2016), the company has deposited the amount with a request for waive as the company had already applied for delisting of shares and Section 149 will not be attracted. Thereafter, BSE Ltd. not raised any further demand for fine till date. Hence, the company has not made provision for fine for the period 03-01-2016 to 31-03-2016.

B Qualifications and Comments of the Independent Auditors1. Amortization of ROC fees Expenses:

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

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

2 Provision for Pay revision of arrear salaries for employees for the year 2009’10 & 2010’11 : As mentioned in CAG comments on the accounts for the year 2012-13 and as per qualified opinion of previous auditor ` 6,27,54,977/- being the arrear payable against pay revision of salaries of employees for the years 2009-10 & 2010-11 should have been provided for and shown under “Current Liabilities” instead of disclosing it under “Contingent Liabilities” as the same was approved by the Board of Directors of the Company and Government of Assam.But no provision has been made by the Company charging to Statement of Profit and Loss ` 6,27, 54,977/- (Previous year ended 3ls March’2015 ` 6,27,54,977/-) as “Prior period Items” and shown under “Short term provisions”. This has resulted in understatement of loss by ` 6,27,54,977/- and understatement of short term provisions by 6,27,54,977/- previous year ended 31st March’2015, ` 6,27,54,977/-,` 6,27,54,977/-, respectively). This matter was also qualified by the previous auditor on the financial statements for the year ended 31’st March’2015.

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


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3. Provision for deficit in PF Trust:

As per the Employees' Provident Funds & Miscellaneous Provisions Act, 1952, PF Trust is liable to be audited and if there is any deficit in PF Trust Account it is the responsibility of the Company to compensate for the deficit every year. According to the Audit report for FY 20I4-l5, balance of accumulated deficit as on 3ls March'2015 is ` 18,535,484/-, out of which deficit for FY 2014-15 ` 1,784,203/-But no such provision has been made by the Company yet. As a result, the "Profit and Loss Account' & "Short term provisions" had been misstated for the current as well as previous years. Loss for the year have been understated by ` 1,784,203/- & ` 16,751,281/- respectively for current year and previous years. Similarly, "Short term provisions" have been understated.

Appropriate treatment of the same will be done in the Financial Statements of 2016-17.

4. Other Tax Provision: a) Fringe Benefit Tax :

The Company had overstated its other tax provision as on 31.03.2015 by ` 44,92,729/- & long term loans & advances as on 31.03.2015 by ` 44,92,729/-

b) Liabilities for Companies Income Tax :

The company had overstated its other tax provision as on 31.03.2015 by ` 3,55,08,493/- & long term loans & advances as on 31.03.2015 by ` 3,55,08,493/-

The matter relates to the previous financial year 2014-15, the annual accounts of which were already audited and approved by the appropriate authorities.The matters have already been appropriately dealt with in the annual accounts for the current financial year 2015-16.

The matter relates to the previous financial year 2014-15, the annual accounts of which were already audited and approved by the appropriate authorities.The matters have already been appropriately dealt with in the annual accounts for the current financial year 2015-16.

c) Treatment of MAT Credit:

The Company had MAT Credit Balance in FY 2012-13 of ` 49,19,700/-,which the company fails to recognized in the books of account nor claimed in the income tax return for the said financial year, which it had written back to the balance of Profit & Loss Account in the current year. This has resulted in understatement of Loss for the current year by ` 49,19,700/- & overstatement of loss for FY 2014-15 by ` 49,19,700/-.

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

During the assessment proceeding for the FY 2013-2014, the said MAT credit of ` 49,19,700/- will be claimed and thereafter necessary treatment will be given in the Financial Statement of 2016-17.

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


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5. Capital Work in Progress :a) Administrative Building(Project): Construction of Administrative Building for the new Project is under process. The Company had debited to Administrative Building Account FY 2014-15 to Repairs & Maintenance) ` 12,59,195/- & credited to prior Period Items by same amount during the FY 2015-16. This has resulted in overstatement of Loss for the FY 2014-15 by ` 12,59,195/-.

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

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

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

The company has not changed its Accounting Policies & Practice. (Refer Note No 2.9 to the Financial Statement as at 31-03-2016)

6. VAT TDS : The Company had overstated the Other Short Terms Loans of Loans & Advances as well as duties & taxes of Current Liabilities for FY 2015-l6 by ` 1,32,627/-by not claiming the VAT TDS.

Corresponding TDS certificates were not been received during the financial years 2015-16. The said TDS are now being claimed in the annual return and adjusted in subsequent FY - 2016-17.

7 Quantity Discount & Turnover Discount: The Company had following the policy of debiting quantity & turn-over discount to Turnover Account. During the year the Company had charged quantity & turnover discounts to the Turnover Account, resulting in understatement of Sales by ` 1,96,03,592/-(Previous year ` 1,49,01,010/-).

The company has been adopting consistent accounting policies in debiting quantity & turn-over discounts to Turn-over Account, over the years. These heads are revenue neutral and have no effects on profits/losses of the company.

8 Other Income : During the year, recoveries were made from staff for the following amenities used by them:a) Use of School Bus: ` 84,1201(Previous Year ` 83’360/-)b) Use of Electricity Charges ` 2,43,998/-(Previous Year ` 2,42,678/-)c) Use of Water ` 20,523/-(Previous Year ` 7,718/-)These recoveries should be adjusted to the corresponding expenses account. Accordingly, Other Income have been overstatement by ` 3,48,641/-(Previous Year ` 3,33,756/-) as well as corresponding expenses also overstatement by ` 3,48,641/-(Previous Year ` 3,33,756/-).

The company has been adopting consistent accounting policies for showing income and expenditures under these heads separately, over the years. These heads are revenue neutral and have no effects on profits/losses of the company.


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C Observation of Secretarial Auditors Reply of the Board

1) Mrs. Shehla Rahman was appointed as woman director of the company as on 19/04/2016 which was made after deadline announced by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI). However SEBI has already imposed penalty for the same and payment was made by the company.

2) The Company is in default of appointment of Chief Financial Officer of the company on the board.

3) The company is in default in maintaining the Fixed Asset Register.

4) The company is in default in forming the Vigil Mechanism/Whistle Blower Policy as stipulated in regulation 22 of SEBI (LODR) Regulations, 2015.

5) No meeting of the Remuneration Committee of the Company was held during the financial year. However as per the explanations given by the management of the company, the remuneration is fixed by the government.

6) The company does not have a Risk Management Policy & Procedure as stipulated in regulation 17(9) of SEBI (LODR) Regulations, 2015.

7) Financial statement of the subsidiary company is to be reviewed by the holding company’s Audit Committee, but as per the explanation given by the Company subsidiary company is under the process of winding up.

8) Minutes of the subsidiary Company was not placed before the board of the Holding Company.

9) The performance evaluation of Independent Directors has not been done by the Board of Directors during the financial year as required under regulation 17(10) of SEBI (LODR) Regulations, 2015.

The company didn’t appoint Woman Director in anticipation of completion of delisting of shares in early 2015 but same couldn’t achieve due to certain regulatory reasons. Had the company delisted the requirement of appointment of Woman Director would not have arisen.

The company selected a CFO for appointment and appointment letter was also issued but he didn’t join the company. The Board is taken appropriate steps to appoint another CFO.

Updation of Fixed Asset Register is in progress.

Point is noted and a vigil mechanism is to be adopted soon.

The comment of the Auditor is self explanatory

Point is noted and appropriate action to be taken.




MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The chemical industry is critical for the economic development of any country, providing products and enabling technical solutions in virtually all sectors of the economy. The chemicals industry is one of the fastest growing industries in the country. According to a report of the Planning Commission of the Central Government, in the base case scenario, with current initiatives of industry & government, the Indian chemical industry

could grow at 11% p.a. till the end of the 12th five year plan (2012-17) period. The domestic production of methanol is not growing rather declining due to high input cost and availability of cheaper imported methanol from Iran and other Gulf countries.

The company is in this business of manufacturing and marketing of two very versatile chemicals products viz. methanol and formalin for last four decades. Assam


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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 Acetic Acid Project. The formalin market is also growing very rapidly in India and our neighboring countries. 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.

• Threats, Risks and Concerns:o The existing methanol plant is twenty seven years old

and needs regular maintenance to keep the plant in healthy operating condition to get better results.

o 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.

o Hike in the price of main raw materials (natural gas) by the Ministry of Petroleum and Natural Gas, Govt. of India is a major concern of the company. This hike is directly affecting the profitability of the company.

o Non availability of an adequate 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 cost to the distant market situated at Eastern, Northern and Southern parts of the country.

o 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 plants especially in case of formalin.

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 new integrated 500 TPD

Methanol 200 TPD Acetic Acid project along with a Captive Power Plant at an estimated capital investment of ` 1028 crore with equity participation of Oil India Limited (49%) and Assam Gas Company Limited. M/s Oil India Ltd. has since given the commitment for the supply of the requisite quantity of natural gas for the new plants. This new Petrochemical complex in Namrup will be a giant petrochemical complex in the entire North Eastern India.

5. 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.

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

The financial performance of the company for the Financial Year 2015-16 is discussed in details in the Directors’ Report.


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7. 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.

8. DISCLOSURE BY SENIOR MANAGEMENT: The senior management of the Company has intimated

the board that there were no such material financial and commercial transactions during the Financial Year 2015-16, where they have personal interest, that may have a potential conflict with the interest of the company at large.

CEO CERTIFICATE

To,The Board of DirectorsAssam Petro-Chemicals Limited4th Floor, Orion Place, G.S. RoadBhangagarh, Assam-781 005

Sub.: Certificate under Regulation 17(8) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

The undersigned hereby certify that:A. I have reviewed Financial Statements and the Cash Flow Statement for the year and that to the best of my knowledge and

belief:a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that

might be misleading;b) These statements together present a true and fair view of the company’s affairs and are in compliance with existing

accounting standards, applicable laws and regulations;B. There are, to the best of my knowledge and belief, no transactions entered into by the company during the year which is

in fraudulent, illegal or violative of the Company’s code of conduct.C. I accepts responsibility for establishing and maintaining internal controls for financial reporting and I have evaluated

the effectiveness of internal control systems of the company pertaining to financial reporting and I have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, which I am aware and the steps I have taken or propose to take to rectify these deficiencies.

D. I have indicated to the Auditors and Audit Committeei. Significant changes in internal control over financial reporting during the year;

ii. Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii. Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or employee having significant role in the company’s internal control system over financial reporting.

Sd/-

Dated: 12th August, 2016 (Ratul Bordoloi) Place: Guwahati Managing Director, DIN:03315766


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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 2016

The preparation of financial statements of ASSAM PETROCHEMICALS LIMITED, for the year ended 31 March, 2016 in accordance with the financial reporting framework prescribed under the Companies Act, 2013 in the responsibility of the management of the company. The statutory auditor/auditors, appointed by the Comptroller and Auditor General of India, under section 139(5) of the Act, 2013 is responsible for expressing opinion on the financial statements under section 143 of the Act, based on independent audit, in accordance with the standards on auditing prescribed under section 143(10) of the Act. This is stated to have been done by them, vide their Audit Report dated 22 June, 2016 .

I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit, under section 143(6)(a) of the financial statements of ASSAM PETROCHEMICALS LIMITED , for the year ended 31 March, 2016. This supplementary audit has been carried out independently, without access to the working papers o 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, 2013, which have come to my attention and which, in my view, are necessary for enabling a better understanding of the financial statements and the related audit report.

A. COMMENTS ON FINANCIAL POSITION1. Balance Sheet

AssetsCurrent Assets

Inventories Rs.10.26 crore(Note- 12)

The above includes Rs. 32 lakh, being the cost of non-moving items, which had been suggested for writing –off by the technical Committee and Board of Directors of the company Non-provisioning against above non-moving items has resulted in overstatement of Current Assets and understatement of loss for the year by Rs. 32 lakh each.2. Balance Sheet Liabilities Current Liabilities Other Current Liabilities (Note-7) Rs. 3.35 crore

The above does not include penalty amounting to Rs. 4.40 lakh, payable to the Securities and Exchange Board of India, for failure to appoint a Woman Director in the Board of Directors of the Company, as required under section 149 of the Companies Act, 2013, and Clause 49 of the Listing Agreement (Company listed in Bombay Stock Exchange). This resulted in understatement of loss for the year and understatement of current liabilities by Rs. 4.40 lakh each.

For and on behalf of theComptroller and Auditor General of India

Sd/-Place : Guwahati (DEEPAK NARAIN)Date : 10.08.2016 Accountant General(Audit), Assam

INDEPENDENT AUDITOR’S REPORTTO THE MEMBERS OF ASSAM PETROCHEMICALS LIMITED

Report on the Financial StatementsWe have audited the accompanying standalone financial statements of ASSAM PETROCHEMICALS LIMITED, (“The Company”) which comprise the Balance Sheet as at March 31,2016 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 StatementsThe 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


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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 ResponsibilityOur 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 31.03.2016 as per our appointment vide Letter No./CA.V/COY/ASSAM, APETRO (1)/69 dated 03.07.2015 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.

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. Amortization of ROC fees Expenses: Expenses related to

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

2. Provision for Pay revision of arrear salaries for employees for the year 2009-10 & 2010-11 : As mentioned in CAG comments on the accounts for the year 2012-13 and as per qualified opinion of previous auditor ̀ 6,27,54,977/- being the arrear payable against pay revision of salaries of employees for the years 2009-10 & 2010-11 should have been provided for and shown under “Current Liabilities” instead of disclosing it under “Contingent Liabilities” as the same was approved by the Board of Directors of the Company and Government of Assam.But no provision has been made by the Company charging to Statement of Profit and Loss ` 6,27, 54,977/- (Previous year ended 31st March’2015 ` 6,270 54,977/-) as “Prior period Items” and shown under “Short term provisions”. This has resulted in understatement of loss by ` 6,27,54,977/- and understatement of short term provisions by ` 6,27,54,977/- previous year ended


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31st March’ 2015, ` 6,27,54,977/-, ` 6,27,54,977/-, respectively). This matter was also qualified by the previous auditor on the financial statements for the year ended 31st March’2015.

3. Provision for deficit in PF Trust: As per the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952, PF Trust is liable to be audited and if there is any deficit in PF Trust Account, it is the responsibility of the Company to compensate for the deficit every year. According to the Audit report for the FY 2014-15, balance of accumulated deficit as on 31st March’ 2015 is ` 18,535,484/-, out of which deficit for FY 2014-15 ` 1,784,203/-. But no such provision has been made by the Company yet. As a result, the “Profit and Loss Account” & “Short term provisions” had been misstated for the current as well as previous years. Loss for the year have been understated by ` 1,784,203/- & ` 16,751,281/- respectively for current year and previous years. Similarly, “Short term provisions” have been understated.

4. Other Tax Provision: a) Fringe Benefit Tax: The Company had overstated

its other tax provision as on 31.03.2015 by ` 44,92,729/- & long term loans & advances as on 31.03.2015 by ` 44,92,729/-.

b) Liabilities for Companies Income Tax : The Company had overstated its other tax provision as’ on 31.03.2015 by ̀ 3,55,08,493/- & long term loans & advances as on 31.03.2015 by ` 3,55,08,493/-.

c) Treatment of MAT Credit: The Company had MAT Credit Balance in FY 2012-13 of ` 49,19,700/-,which the company fails to recognized in the books of account nor claimed in the income tax return for the said financial year, which it had written back to the balance of Profit & Loss Account in the current year. This has resulted in understatement of Loss for the current year by ` 49,19,700/- & overstatement of loss for FY 2014’15 by ` 49,19,700/-.

d) Treatment of Income Tax Expense: The Company had made excess Provision for Income Tax for FY 2014-15 by ` 36, 74,395/-, which it had written back to the balance of Profit & Loss Account in the

current year. This has resulted in understatement of Loss for the current year by ` 36,74,395/-& over statement of loss for FY 2014-15 by ` 36,74,395/-

5. Capital Work in Progress: a) Administrative Building (Project): Construction

of Administrative Building for the new Project is under process. The Company had debited to Administrative Building Account (FY 2014-15 to Repairs & Maintenance) ` 12,59,195/- & credited to Prior Period Items by same amount during the FY 2015-16. This has resulted in overstatement of Loss for the FY 2014-15 by ` 12,59,195/-.

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

6. VAT TDS : The Company had overstated the Other Short Terms Loans of Loans & Advances as well as duties & taxes of Current Liabilities for FY 2015-16 by ` 1,32,627/-by not claiming the VAT TDS.

7. Quantity Discount & Turnover Discount: The Company had following the policy of debiting quantity & turnover discount to Turnover Account. During the year the Company had charged quantity & turnover discounts to the Turnover Account, resulting in understatement of Sales by ` 1,96,03,592/- (Previous year ` 1,49,01,010/-).

8. Other Income: During the year, recoveries were made from staff for the following amenities used by them :


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a) Use of School Bus : ` 84,120/-(Previous Year ` 83,360/-) b) Use of Electricity Charges ` 2,43,998/- (Previous Year ` 2,42,678/-) c) Use of Water ` 20,523/-(Previous Year ` 7,718/-)

These recoveries should be adjusted to the corresponding expenses account. Accordingly, Other Income have been overstatement by ` 3, 48,641/-(Previous Year ` 3,33,756/-) as well as corresponding expenses also overstatement by ` 3,48,641/- (Previous Year ` 3,33,756/-).Qualified OpinionIn 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) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2016;

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

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

Emphasis of Matter1. 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 ` 1702 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 :

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.


3. 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.


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,2016 and taken on record by the Board of Directors, none of the Directors are disqualified as on 31st March,2016 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.


53

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 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 contracts-Refer Note 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 SPRK & CO. (Formerly R.K. Jallan & Associates) Chartered Accountants FRN 321080E

Sd/-Date:22nd June’2016 (K . K. Agarwala)Place: Guwahati Managing Partner Membership No. 062315

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT -31ST MARCH, 2016

Referred to in our report of even date1. (a) The company has not maintained proper records

showing full particulars including quantitative details and situation of fixed assets.

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

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

2. The inventories of Stores, except goods-in-transit, has been physically verified at reasonable intervals during the year by the management. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material.

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

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

i.e. ` 41,84,185/- and ` 4,80,000/- respectively considering them doubtful. The Company had also granted loans to Assam Tea Corporation Limited as per details given in Note No.25.9.

As per above details, the repayment of principal of loan II was received on 22.10.2009 against the due date of 10.04.2009 and the interest due ` 5,24,488/- has not been received so far. In case of loan I, out of principal ` 35,00,000/-, ` 10,00,000/- only was received on 17.03.2011 against due date of 07.08.2007 and the interest due ` 38,78,404/- has not been received so far.

(b) The balance amount of principal for the loan given to Assam Tea Corporation Ltd. of ` 25,00,000/- is still overdue and total interest accrued and due ` 44,02,892/- 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. ln 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


545454

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 the Central Government for maintenance of cost records under sub-section (1) of Section 148 of the Act and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

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

According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service Tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31-March-2016 for a period of more than six months from the date they became payable.

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

Central Excise

Act

Natureof

DuesAmount(`)

Period to which

the amount relates

Forum where

dispute is

pending

Central Excise

Act’1944

Excise Duty

&Penalty

5,04,54,714/-

February'2009 toJanuary'

2011

CES-TAT,

Kolkata

Central Excise

Act’1944

Excise Duty

&Penalty

2,09,56,450/-

February'2011 to

February’2012

CES-TAT,

Kolkata

Central Excise

Act’1944

Excise Duty

&Penalty

40,49,747/-

March’ 2012 to

January’2013

CES-TAT,

Kolkata

Central Excise

Act’1944

Excise Duty

&Penalty

1,55,78,715/-

February’2013 to

October’2013

CES-TAT,

Kolkata

8. As the company doesn’t have any loans or borrowings from any financial institutions or banks 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.

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.


55

6. 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.

7. 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.

8. 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.


Sd/-Date: 22nd June’2016 (K . K. Agarwala)Place: Guwahati Managing Partner Membership No. 062315

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT – 31ST MARCH’2016 OF EVEN DATE ON THE STANDALOINE FINANCIAL

STATEMENTS OF ASSAM PETROCHEMICALS LIMTED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)We have audited the the internal financial controls over financial reporting of Assam Petrochemicals Limited as of 31st March, 2016 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 ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by ICAI. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable standalone financial information, as required under the Companies Act,2013.Auditors’ ResponsibilityOur 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 judgement, 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.


565656

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

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

Basis for Qualified OpinionAccording to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31, 2016:

a) The Company did not have an appropriate internal financial control system as explicated in the following material instances :i) Weakness in Debtors/ Trade Receivables management like lack of practice of timely reconciliation of account statements, long credit balance outstanding, unsystematic realisation and credit period allowed to the parties and non adherence to the credit policy of the company, non release/ adjustment

of CST Security Deposit collected from customers beyond reasonable period.ii) 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.iii) Ineffective Internal Audit commensurate with the size and nature of business.iv) Lapses have been observed in proper deduction of Income Tax TDS/ VAT TDS in certain expenditure/payments to creditors.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 OpinionIn our opinion, except for the effects/possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31,2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31,2016 financial statements of the Company, and these material weaknesses do not affect our opinion on the financial statements of the Company.


Sd/-Date:22nd June’2016 (K . K. Agarwala)Place: Guwahati Managing Partner Membership No. 062315


57

Balance Sheet as at 31 March, 2016

Particulars Note No. As at 31 March,

2016 As at 31 March,

2015 ` `

A EQUITY AND LIABILITIES1 Shareholders’ funds

(a) Share capital 3 91,259,720 91,259,720 (b) Reserves and surplus 4 459,620,170 681,560,389 (c) Money received against share warrants

550,879,890 772,820,109 2 Share application money pending allotment - -

3 Non-current liabilities(a) Long-term borrowings - - (b) Deferred tax liabilities (net) 25.6 16,137,804 1,353,894 (c) Other long-term liabilities 5 380,796,119 177,015,253 (d) Long-term provisions - -

396,933,923 178,369,147 4 Current liabilities

(a) Short-term borrowings - - (b) Trade payables 6 55,097,076 60,497,495 (c) Other current liabilities 7 33,532,452 35,152,393 (d) Short-term provisions 8 3,331,552 47,481,617

91,961,080 143,131,505

TOTAL 1,039,774,893 1,094,320,761 B ASSETS

1 Non-current assets(a) Fixed assets(i) Tangible assets 9.A 139,752,141 140,206,265 (ii) Intangible assets 9.B 303,961 190,674 (iii) Capital work-in-progress 9.D 166,156,182 56,410,968 (iv) Intangible Assets under Development - -

306,212,284 196,807,907 (b) Non-current investments 10.A - - (c) Deferred tax assets (net) 25.6 - - (d) Long-term loans and advances 10.B 65,980,722 98,021,394 (e) Other non-current assets 11 7,735,504 6,660,204

73,716,226 104,681,598 2 Current assets

(a) Current investments - - (b) Inventories 12 102,586,172 111,019,196 (c) Trade receivables 13 32,189,575 34,878,253 (d) Cash and cash equivalents 14 494,159,815 601,631,811 (e) Short-term loans and advances 15 20,029,623 21,660,739 (f) Other current assets 16 10,881,198 23,641,257

659,846,383 792,831,256 TOTAL 1,039,774,893 1,094,320,761

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

As per our report of even date attached.For SPRK & CO.Chartered AccountantsFRN 321080E

Sd/-(Ratul Bordoloi)

Managing DirectorDIN: 03315766Sd/-

(CA Kailash Kumar Agarwala)PartnerM. No. 062315Place :GuwahatiDate : 14.06.2016

Sd/-(D.N. Barua)

DirectorDIN: 00431164

Sd/-(Uttam Bailung)

Company Secretary(M. No. FCS-7254)

For and on behalf of the Board of Directors


585858

Statement of Profit and Loss for the year ended 31 March, 2016Particulars Note

No. For the year ended

31 March, 2016 For the year ended

31 March, 2015

` `

A CONTINUING OPERATIONS1 Revenue from operations (gross) 17 808,081,813 926,276,923

Less: Excise duty 17 85,003,375 94,113,103 Revenue from operations (net) 723,078,438 832,163,820

2 Other income 18 44,573,760 74,065,558 3 Total revenue (1+2) 767,652,198 906,229,378 4 Expenses :

(a) Cost of materials consumed 19.A 434,185,174 441,666,939 (b) Purchases of stock-in-trade - -

(c) Changes in inventories of finished goods,WIP and stock-in-trade 19.B 5,473,618 (6,425,553)(d) Employee benefits expense 20 332,229,730 317,891,545 (e) Finance costs 21 221,592 9,397 (f) Depreciation and amortisation expense 9E 12,906,395 15,034,841 (g) Other expenses 22 197,480,156 194,715,916 Total expenses 982,496,665 962,893,086

5 Profit / (Loss) before prior period,exceptional and extraordinary items and tax (3 - 4) (214,844,467) (56,663,708)

6 Prior Period Items 23.A 905,937 2,512,785

7 Profit / (Loss) before exceptional and extraordinary items and tax (5 - 6) (215,750,404) (59,176,493)8 Exceptional items 23.B (43,387) (86,783)9 Profit / (Loss) before extraordinary items and tax (7 + 8) (215,707,017) (59,089,710)

10 Extraordinary items11 Profit / (Loss) before tax (9 + 10) (215,707,017) (59,089,710)12 Tax expense:

(a) Current tax expense for current year - - (b) MAT credit entitlement of earlier years (4,919,700) - (c) Tax expense relating to prior years (3,674,395) - (d) Net current tax expense - - (e) Deferred tax 25.6 14,783,910 5,685,044

13 Profit / (Loss) from continuing operations (11 +12) (221,896,832) (64,774,754)

B DISCONTINUING OPERATIONS14.i Profit / (Loss) from discontinuing operations (before tax) - -

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

- -

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

(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 OPERATIONS16 Profit / (Loss) for the year (11 + 13) (221,896,832) (64,774,754)


59

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

No. For the year ended


31 March, 2015

` `

17.i Earnings per equity share (of ` 10/- each):

(a) Basic

(i) Continuing operations 25.5.a (24.33) (7.10)

(ii) Total operations 25.5.b (24.33) (7.10)

(b) Diluted

(i) Continuing operations 25.5.e (24.33) (7.10)

(ii) Total operations 25.5.f (24.33) (7.10)

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

(a) Basic

(i) Continuing operations 25.5.c (24.33) (7.10)

(ii) Total operations 25.5.d (24.33) (7.10)

(b) Diluted

(i) Continuing operations 25.5.g (24.33) (7.10)

(ii) Total operations 25.5.h (24.33) (7.10)

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





Sd/-(D.N. Barua)


Sd/-(Uttam Bailung)




606060

Particulars For the year ended 31 March, 2016

For the year ended 31 March, 2015

` ` ` `

A. Cash flow from operating activitiesNet Profit / (Loss) before extraordinary items and tax (215,707,017) (59,089,710)Adjustments for:

Depreciation and amortisation 12,906,395 15,034,841 Finance costs - - Interest income (40,700,705) (62,710,289)Liabilities / provisions no longer required written back - - Other Non Operative Items - (4,453,309)Other Non Cash Items (650,007) (5,194,000)Capital Subsidy Written Back (43,387) (28,487,704) (86,783) (57,409,540)

Operating profit / (loss) before working capital changes (244,194,721) (116,499,250)Changes in working capital:Adjustments for (increase) / decrease in operating assets:

Inventories 8,433,024 (9,842,153)Trade receivables 2,688,678 (6,361,361)Short-term loans and advances 1,631,116 1,450,223 Long-term loans and advances 976,044 (2,366,445)Other current assets 12,760,059 (522,927)Other non-current assets - -

Adjustments for increase / (decrease) in operating liabilities:Trade payables (5,400,419) 15,520,482 Other current liabilities (1,619,941) (47,782,235)Other long-term liabilities 3,780,866 1,673,275 Short-term provisions (474,448) (3,386,793)Long-term provisions - 22,774,979 - (51,617,934)

(221,419,742) (168,117,184)Cash flow from extraordinary items - - Cash generated from operations (221,419,742) (168,117,184)Net income tax (paid) / refunds (8,724,693) (9,053,219)Net cash flow from / (used in) operating activities (A) (230,144,435) (177,170,403)



` ` ` ` B. Cash flow from investing activitiesCapital expenditure on fixed assets, including capital advances (118,028,266) (20,786,666)Interest received - Subsidiaries

Cash Flow Statement for the year ended 31 March, 2016


61

C. Cash flow from financing activities

Advance against equity participation received / (refunded) 200,000,000 -

Dividend (including dividend distribution tax) - (13,337,353)Interest Paid - Cash flow from extraordinary itemsNet cash flow from / (used in) financing activities (C) 200,000,000 (13,337,353)Net increase / (decrease) in Cash and cash equivalents (A+B+C) (107,471,996) (136,829,970)Cash and cash equivalents at the beginning of the year 601,631,811 738,461,781 Effect of exchange differences on restatement of foreign currency Cash and cash equivalents

- -

Cash and cash equivalents at the end of the year 494,159,815 601,631,811

Reconciliation of Cash and cash equivalents with the Balance Sheet:Cash and cash equivalents as per Balance Sheet (Refer Note 14) 494,159,815 601,631,811 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)

494,159,815 601,631,811

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 * 494,159,815 601,631,811 * Comprises:(a) Cash on hand 62,810 90,180 (b) Cheques, drafts on hand(c) Balances with banks(i) In current accounts 35,754,343 27,677,910 (ii) In EEFC accounts(iii) In deposit accounts with original maturity of less than 12 months

138,618,174 374,812,554

(iv) In earmarked accounts (Advance against Equity Paticipation)

319,515,339 198,790,792

(d) Others (Unpaid Dividend) 209,149 260,375



` ` ` ` - Associates - Joint ventures - Others 40,700,705 62,710,289 Sale of Discarded Assets - 5,194,000 Cash flow from extraordinary itemsNet income tax (paid) / refundsNet cash flow from / (used in) investing activities (B) (77,327,561) 47,117,623


626262





Sd/-(D.N. Barua)


Sd/-(Uttam Bailung)



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.

2.3 Inventories

Items of inventories are measured at lower of cost or net realizable value, after providing for obsolescence, if any. Cost of inventories comprises of all cost of purchase, cost of conversion and other cost incurred in bringing them to their respective present location and condition. Cost of raw-materials, process chemicals, stores and



` ` ` `

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

- -

494,159,815 601,631,811

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 )


63

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 amortisation

Depreciation 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.

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


646464

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.

2.13 Investments

Long-term investments (excluding investment properties), are carried individually at cost less


65

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 and are charged as an expense as they fall due based on the amount of contribution required to be made.

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.

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


666666

of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.

2.17 Segment reporting

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

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment.

Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors.

Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”.

2.18 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed

to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

2.19 Taxes on income

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.

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

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


67

for such set off. Deferred tax assets are reviewed at each Balance Sheet date for their realisability.

Current and deferred tax relating to items directly recognised in equity are recognised in equity and not in the Statement of Profit and Loss.

2.20 Impairment of assets

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

2.21 Provisions and contingencies

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

disclosed in the Notes.

2.22 Insurance claims

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

2.23 Service tax input credit

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

2.24 Employee Separation Cost :

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

2.25 Dearness Allowance :

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

2.26 Other Non Current Assets :

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

2.27 Excise Duty :

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


686868

Notes forming part of the financial statementsNote 3 Share Capital

Particulars As at 31 March, 2016 As at 31 March, 2015 Number of

shares ` Number of shares `

(a) AuthorisedEquity shares of ` 10/- each with voting rights 500,000,000 5,000,000,000 350,000,000 3,500,000,000 Redeemable Cumm. preference shares of ` 100/- each - -

500,000,000 5,000,000,000 350,000,000 3,500,000,000 (b) IssuedEquity shares of ` 10/- each with voting rights 9,135,047 91,350,470 9,135,047 91,350,470 (c) Subscribed and fully paid upEquity shares of ` 10/- each with voting rights 9,119,947 91,199,470 9,119,947 91,199,470 (80,41,540 Shares held by AIDCL (Holding Company))(d) Subscribed but not fully paid upAmount received and Foefeited 15,100 60,250 15,100 60,250 Total 9,135,047 91,259,720 9,135,047 91,259,720 ParticularsNotes:(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 changes Closing Balance

Equity shares with voting rightsYear ended 31 March, 2015- Number of shares 9,119,947 - - - - - - 9,119,947 - Amount (`) 91,199,470 - - - - - - 91,199,470 Year ended 31 March, 2014- Number of shares 9,119,947 - - - - - - 9,119,947 - Amount (`) 91,199,470 - - - - - - 91,199,470

(ii) Shareholders holding more than 5% of Shares Name of the Shareholders As at 31 March, 2016 As at 31 March, 2015

Number of shares

Amount originally

paid up `

Number of shares

Amount originally

paid up `

Assam Industrial Development Corporation Ltd. 8,041,540 88.18% 8,041,540 88.18%Industrial Development Bank of India 852,500 9.35% 852,500 9.35%Particulars(iii) Details of forfeited shares Class of shares As at 31 March, 2016 As at 31 March, 2015

Number of shares

Amount originally paid up

`

Number of shares

Amount originally 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


69

Notes forming part of the financial statementsNote 4 Reserves and Surplus

Particulars As at 31 March, 2016 As at 31 March, 2015 ` `

(a) Capital reserveOpening 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 reserveOpening 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 reserveOpening balance 741,308,603 742,288,957 Add: Transferred from surplus in Statement of Profit and Loss - - Less: Utilised / transferred during the year for Sch. II of Companies Act 2013 980,354 Closing balance 741,308,603 741,308,603

(d) Deffered Capital SubsidyOpening balance 43,387 130,170 Add: Additions / transfers during the year - - Less: Utilisations / transfers during the year 43,387 86,783 Closing balance - 43,387

(e) Surplus / (Deficit) in Statement of Profit and Loss Opening balance (70,834,326) (6,059,573)Add: Profit / (Loss) for the year (221,896,832) (64,774,753)Less: Dividends proposed to be distributed to equity shareholders - - Tax on dividend - - Transferred to General Reserve - - Closing balance (292,731,158) (70,834,326)

Total 459,620,170 681,560,389 Note 5 Other long-term liabilities

Particulars As at 31 March, 2016 As at 31 March, 2015

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

(i) Trade / Security deposits received 10,596,119 6,815,253 (ii) Advance for Equity Participation* 370,200,000 170,200,000

Total 380,796,119 177,015,253

5(I) The company embarking upon to set up a 500TPD Methanol & 200 TPD Acetic Acid Project. To mobilize the requisite capital for the project, the company has decided to raise the fund by partly issuing additional equity. To raise the requisite additional equity capital the company had increased its Authorised capital to ` 500 Crores. On the basis of proposal made by the company,

Govt. of Assam had sanctioned ` 37.02 crores vide letter No.CI&C(V)(P)67/2011/18/9986 Dtd.23-11-2011. The Cabinet Approval relating to the Same was received vide CI /105/2005(B)/269Dated March 04, 2014. The company has taken all effective steps to materialise the project and since the money received against the equity perticipation of Govt. of Assam in 500 TPD Methanol and 200 TPD Acetic


707070

Acid Plant Project will be utilised for the implementation of the project, it has been shown under the head “Advance against Equity Participation”. All formalities for issue of

additional share capital are under process and decision will be taken by the Board in due course after completion of the formalities.

Note 6 Trade PayablesParticulars As at 31 March, 2016 As at 31 March, 2015

` `Trade payables:

Acceptances 55,097,076 60,497,495 Other than Acceptances - -

Total 55,097,076 60,497,495

Note 7 Other current liabilities :Particulars As at 31 March, 2016 As at 31 March, 2015

` ` (a) Unpaid dividends 209,257 260,107 (b) Earnest Money 2,137,144 2,334,394 (c) Other payables

(i) Statutory remittances (Contributions to PF and ESIC,Excise Duty, VAT, Service Tax, etc.) 8,504,423 20,666,391

(ii) Contractually reimbursable expenses - - (iii) Salaries & Wages payables 14,378,464 8,507 (iv) Advances from customers - - (v) Others (Work Bill Payable) 4,036,588 7,894,812 (v) Others (Misc.) 4,266,576 3,988,182

Total 33,532,452 35,152,393

Note 8 Short-term provisionsParticulars As at 31 March, 2016 As at 31 March, 2015

` ` (a) Provision for employee benefits:

(i) Provision for bonus & ex-gratia 2,930,052 3,400,000 (ii) Provision for other defined contribution plans (net)(iii) Provision for Arrear Salary - -

2,930,052 3,400,000 (b) Provision - Others:

(i) Provision for tax - 43,675,617 (ii) Provision - others (Audit Fee) 401,500 406,000 (iii) Provision for proposed equity dividend - - (iv) Provision for tax on proposed dividends - -

401,500 44,081,617

Total 3,331,552 47,481,617

Notes forming part of the financial statements


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678

- -

- -

- 1

7,20

6,89

7 1

,046

,397

1

,071

,075

12

PLA

NT

& M

AC

HIN

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)125

TPD

92,

182,

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2,0

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83

- -

- -

- 9

4,22

2,34

5 3

6,38

5,60

4 3

8,42

4,98

7 13

PLA

NT

& M

AC

HIN

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U-I

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9,45

2,73

9 1

,752

,249

-

- -

- -

51,

204,

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40,

300,

177

42,

052,

426

14PL

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CH

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26

,177

,611

2

75,6

75

- -

- -

- 2

6,45

3,28

6 3

,275

,580

3

,551

,255

15

ELEC

TRIC

AL

EQU

IPM

ENT

21,

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859

89,

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- -

- -

- 2

1,56

7,85

1 7

50,4

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632

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16

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- -

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,184

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18

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- -

259

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7

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- -

- -

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20

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- -

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- -

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- -

- -

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- -

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24

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- -

- -

- 7

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9,87

3 1

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-

- -

- -

15,

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4,3

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3

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2 -

- -

- -

2,6

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96

600

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eld

for s

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- -

- -

- -

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tal A

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1

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2,75

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- -

650

,641

,687

13

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6 1

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12,8

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To

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15

87,

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- -

- -

- 1

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,481

1

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T

otal

6

41,3

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10,

810,

021

- -

- -

- 6

52,1

11,1

68

139,

752,

141

140

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P

revi

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ear

629

,459

,385

9

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2

,346

,516

640

,595

,643

14

0,20

6,26

5 1

52,0

53,6

88

Not

e 9

fixed

ass

ets (

cont

d.)


73

Note 9 Fixed assets (contd.)B

Intangible assets

Gross Block

Bala

nce

as

at

1 A

pril,

201

5

Add

ition

s

Dis

posa

ls

Acq

uisi

tions

thro

ugh

busi

ness

com

bina

tions

Rec

lass

ified

as h

eld

for

sale

Effec

t of f

orei

gn

curr

ency

exch

ange

di

ffere

nces

Borr

owin

g co

st

capi

talis

ed

Oth

er a

djus

tmen

ts

Bala

nce

as a

t 31

Mar

ch, 2

016

` ` ` ` ` ` ` ` `

COMPUTER SOFTWARE 2,427,659 142,330 - - - - - - 2,569,989

Total 2,427,659 142,330 - - - - - - 2,569,989 Previous year 2,427,659 - - - - - - - 2,427,659

B

Intangible assets

Accumulated Depreciation and Impairment Net Block

Bala

nce

as

at

1 A

pril,

201

5

Dep

reci

atio

n / a

mor

tisat

ion

expe

nse

for t

he y

ear

Elim

inat

ed o

n di

spos

al o

f as

sets

Elim

inat

ed o

n re

clas

sific

atio

n as

hel

d fo

r sa

leIm

pair

men

t los

ses

reco

gnis

ed /

(rev

erse

d) in

St

atem

ent o

f Pro

fit a

nd L

oss

Oth

er a

djus

tmen

ts

Bala

nce

as

at

31 M

arch

, 201

6

Bala

nce

as a

t 31

Mar

ch, 2

016

Bala

nce

as

at

31 M

arch

, 201

5

` ` ` ` ` ` ` ` `

COMPUTER SOFTWARE

2,236,985 29,043 - - - - 2,266,028 303,961 190,674

Total 2,236,985 29,043 - - - - 2,266,028 303,961 190,674 Previous year 2,200,275 36,710 2,236,985 190,674 227,384


UNAMORTSED CATALYST :

PARTICULARS (Value in. `)

As at 31-03-16 As at 31-03-15Value of Catalyst issued 5,357,806 2,172,783 Amortised during the year on the basis of technical certificate of 100000 MT of Methanol production 952,404 2,172,783 Balance Unamortised amount 4,405,402 -


747474


9C. AMORTISATION EXPENSES

PARTICULARS(Value in. `)

As at 31-03-16 As at 31-03-15Value of catalyst consumed 952,404 2,172,783 Fee for increase of authorised capital 3,330,102 3,330,102 Total amortised amount for the year 4,282,506 5,502,885

9D. CAPITAL WORK IN PROGRESS

PARTICULARS(Value in. `)

As at 31-03-16 As at 31-03-15METHANOL PLANT 500TPD 166,156,182 56,410,968 METHANOL REVAMING - TOTAL 166,156,182 56,410,968

9E. Depreciation and amortisation relating to continuing operations:



` `

Depreciation and amortisation for the year on tangible assets as per Note 9 A 10,810,021 9,495,246 Depreciation and amortisation for the year on intangible assets as per Note 9 B 29,043 36,710

Amortisation of Pre-operative expenses for the year on intangible assets as per Note 9 C 4,282,506 5,502,885

Less: Utilised in CWIP (2,215,175) - Depreciation and amortisation relating to discontinuing operations - -

Depreciation and amortisation relating to continuing operations 12,906,395 15,034,841

Note 10 A Non Current InvestmentParticulars As at 31 March, 2016 As at 31 March, 2015

` `

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


75



(a) Security deposits Secured, considered goodUnsecured, considered good 17,631,044 17,700,554 Doubtful - -

17,631,044 17,700,554 Less: Provision for doubtful deposits - -

17,631,044 17,700,554 (b) Loans and advances to related parties (Refer Note 25.4)

Secured, considered goodUnsecured, 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 5,690,451 6,596,985 Doubtful - -

5,690,451 6,596,985 Less: Provision for doubtful loans and advances - -

5,690,451 6,596,985 (d) Advance income tax - Unsecured, considered good 34,858,690 70,843,018 (e) MAT credit entitlement - Unsecured, considered good 4,919,700 - (f) Other loans and advances

Secured, considered goodUnsecured, considered good 2,880,837 2,880,837 Doubtful 750,000 750,000

43,409,227 74,473,855 Less: Provision for other doubtful loans and advances 750,000 750,000

42,659,227 73,723,855 Total 65,980,722 98,021,394

Note 10 B Long-term loans and advances

Note 11 Other non-current assets


` ` (a) Unamortised expenses

(i) ROC Fee for Increase of Authorised Capital 3,330,102 6,660,204

(d) Others:(i) Others (Stock of Unamortised Catlyst) 4,405,402 -

Total 7,735,504 6,660,204


767676

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


(a) Finished goods (other than those acquired for trading) 10,995,665 16,469,283 Goods-in-transit -

10,995,665 16,469,283 (b) Stores and spares 90,622,035 93,649,827

Goods-in-transit - - 90,622,035 93,649,827

(c) Loose tools 968,472 900,086 Goods-in-transit - -

968,472 900,086 Total 102,586,172 111,019,196

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 2,834,949 4,318,786 Doubtful - -

2,834,949 4,318,786 Less: Provision for doubtful trade receivables - -

2,834,949 4,318,786 Other Trade receivables

Secured, considered good 7,972,555 17,085,477 Unsecured, considered good 21,382,071 13,473,990 Doubtful - -

29,354,626 30,559,467 Less: Provision for doubtful trade receivables - -

29,354,626 30,559,467 Total 32,189,575 34,878,253


Note 14 Cash and cash equivalents Particulars As at 31 March, 2016 As at 31 March, 2015

` ` (a) Cash on hand 62,810 90,180 (b) Cheques, drafts on hand(c) Balances with banks(i) In current accounts 35,754,343 27,677,910 (ii) In EEFC accounts(iii) In deposit accounts upto 3 months maturity 56,900,000 125,500,000 (iv) In earmarked accounts

- Unpaid dividend accounts 209,149 260,375 - Other earmarked accounts(Refer Note (i) ) 319,515,339 198,790,792

(d) Fixed Deposits with Banks:(i) With more than 3 months and upto 1 year maturity 81,718,174 249,312,554 (ii) With more than 1 year maturity

Total 494,159,815 601,631,811


77

Note 15 Short-term loans and advances


(a) Loans and advances to employees Secured, considered good - - Unsecured, considered good 15,012,342 13,852,686 Doubtful - -

15,012,342 13,852,686 Less: Provision for doubtful loans and advances - -

15,012,342 13,852,686 (b) Prepaid expenses - Unsecured, considered good 1,934,987 2,209,824 (e) Balances with government authorities Unsecured, considered good

(i) CENVAT credit receivable 1,329,876 2,528,865 (ii) VAT credit receivable 132,627 18,999 (iii) Service Tax credit receivable 582,616 30,657 (iv) Revenue Stamp 406 -

(g) Others (Advance to Suppliers & Contractors, etc)Secured, considered goodUnsecured, considered good 1,036,769 3,019,708 Doubtful - -

1,036,769 3,019,708 Less: Provision for other doubtful loans and advances - -

1,036,769 3,019,708 Total 20,029,623 21,660,739


Note 16 Other current assetsParticulars As at 31 March, 2016 As at 31 March, 2015

` ` (a) Accruals

(i) Interest accrued on deposits 10,881,198 23,641,257 (ii) Interest accrued on investments - - (iii) Interest accrued on trade receivables - -

Total 10,881,198 23,641,257

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

Note 17 Revenue from operationsParticulars For the year ended


31 March, 2015 ` `

(a) Sale of products (Refer Note (i)) 808,081,813 926,276,923 808,081,813 926,276,923

Less:(b) Excise duty 85,003,375 94,113,103

Total 723,078,438 832,163,820


787878


Note ParticularsFor the year ended

31 March, 2016For the year ended

31 March, 2015 ` `

(i) Sale of products comprises: Manufactured goodsMethanol (Gross) 211,594,476 312,969,624 Less: Sales Tax (i.e. VAT & CST) 5,924,934 7,691,746 Less: Quantity Discount 1,615,387 2,239,251

204,054,155 303,038,627

Formalin (Gross) 637,208,545 652,500,521 Less: Sales Tax (i.e. VAT & CST) 15,192,682 16,600,466 Less: Quantity Discount 17,988,205 12,661,759

604,027,658 623,238,296 (ii) Others

Total - Sale of products 808,081,813 926,276,923

Note Particulars For the year ended 31 March, 2016


` `

(i) Interest income comprises:Interest from banks on:

deposits 40,700,705 62,710,289 other balances

Interest on loans and advances - 502,320 Other interest

Total - Interest income 40,700,705 63,212,609 (ii) Other non-operating income comprises:

Power Subsidy received from AIDC - - Miscellaneous income [net of expenses directly attributable] 3,749,554 10,852,949

Total - Other non-operating income 3,749,554 10,852,949

Note 18 Other Income

Particulars



` `

(a) Interest income (Refer Note (i)) 40,700,705 63,212,609

(b) Net gain on foreign currency transactions and translation 123,501 -

(c) Other non-operating income (net of expenses directly attributable to such income) (Refer Note (ii)) 3,749,554 10,852,949

Total 44,573,760 74,065,558


79

Notes forming part of the financial statementsNote 19.a Cost of materials consumed

Particulars For the year ended 31

March, 2016 For the year ended 31

March, 2015 ` `

Opening stock - - Add: Purchases 434,185,174 441,666,939

434,185,174 441,666,939 Less: Closing stock - -

Cost of material consumed 434,185,174 441,666,939 Material consumed comprises:Natural Gas 409,768,257 417,635,869 Raw Material Chemicals 4,493,304 4,506,671 Gas Transmission Charges 19,923,613 19,524,399

Total 434,185,174 441,666,939 Note 19.b Changes in inventories of finished goods, work-in-progress and stock-in-trade



March, 2015 ` `

Inventories at the end of the year:Finished goods 10,995,665 16,469,283 Finished goods-in transit -

10,995,665 16,469,283 Inventories at the beginning of the year:Finished goods 16,469,283 10,043,730 Finished goods-in transit - -

16,469,283 10,043,730 Net (increase) / decrease 5,473,618 (6,425,553)

Note 20 Employee benefits expense



March, 2015 ` `

Salaries and wages 291,035,854 269,558,378 Contributions to provident and other funds (Refer Note 25.2) 29,547,934 40,865,404 Staff welfare expenses 11,645,942 7,467,763

Total 332,229,730 317,891,545 Note 21 Finance costs



March, 2015 ` `

(a) Interest expense on:(i) Borrowings - - (ii) Trade payables - - (iii) Interest on Income Tax 221,592 - (iv) Exchange Fluctuation Loss - 9,397

Total 221,592 9,397


808080

Notes forming part of the financial statementsNote 22 Other Expenses



` `

Consumption of stores and spare parts 18,112,873 12,016,221 Consumption of loose tools 232,163 484,141 Consumption of Other spares & materials 1,870,354 2,166,092 Increase / (decrease) of excise duty on inventory (608,179) 725,074 Power and fuel 116,488,365 102,552,839 Water 1,656,645 2,184,142

Formalin Conversion Expenses 2,754,180 10,846,287 Repairs and maintenance - Buildings 5,668,437 9,984,169 Repairs and maintenance - Machinery 7,691,629 7,423,502 Repairs and maintenance - Others 1,052,708 983,618 Insurance 2,279,119 2,613,801 Rates and taxes 2,254,837 1,299,385 Corporate Social Responsibility Expenses 11,855,989 10,081,108

Traveling and conveyance 5,156,586 5,834,014

Printing and stationery 1,679,172 1,211,441 Freight and forwarding - 1,084,382 Sales commission 7,448,325 8,103,788 Business promotion 273,384 253,089 Legal and professional 764,786 1,329,741 Payments to auditors (Refer Note (i)) 210,000 210,000 Bad trade and other receivables, loans and advances written off - - Provision for doubtful trade and other receivables, loans and advances (net) - - Miscellaneous expenses * 10,638,783 13,329,082

Total 197,480,156 194,715,916 Notes:



` `

(i) Payments to the auditors comprises (net of service tax input credit):

As auditors - statutory audit 120,000 120,000

For taxation matters 75,000 75,000

For Certifications - -

For Others 15,000 15,000

Total 210,000 210,000


81

Note 23.A Prior Period Items :

Particulars For the year ended


31 March, 2015 ` `

Selling Expenses 111,986 - Dividend Distribution Tax - 76,793 Depreciation of earlier years - 1,366,162 Provisions / Liabilities / Advances Wriiten Off/Back - - Liability for Written Back (48,768) (279,276) Liability for Water Cess 50,617 - Liability for Land Revenue 1,601,858 - Liability for Service Tax 6 - Liability for Income Tax - - Liability for Bonus Ex Gratia (77,999) 86,561 Liability for Inward Freight Charges 126,600 - Liability for Misc. Expenses (1,000) - Staff Festival Advance - - Staff Misc Advance 116,083 - Water Charges 73,440 - Sweeping Charges 97,101 - Staff Medical Expenses 62,549 - Tax Deducted at Source 586 1,142,711 Excess provision against Audit Fee written back - (2,000) Input Tax Credit (VAT) (20,671) - Stock of Raw Material Chemicals - (2,078) Stock of Laboratory Chemicals - 576 Stock of Stores & Spares - 117,052 Expenses related to Guest House Building Repairs (1,259,195) - Expenses related to earlier years 72,744 - Misc (0) 6,284

905,937.00 2,512,785

Note 23.B Exceptional items:

Particulars For the year ended


31 March, 2015 ` `

Arrear Salary -

Arrear Contribution to PF - Capital Subsidy Written Back (43,387) (86,783)

Total (43,387) (86,783)



828282


Note 24 Additional information to the financial statements

Note Particulars24.1 Other Long Term Liabilities

As at 31 March 2016, the Company has received an amount of ` 37,02,00,00/- towards advance against equity participation of Govt. of Assam in 500 TPD Methanol and 200 TPD Acidic Plant Project.The amounts are maintained in a designated bank account.

24.2 Contingent liabilities and commitments (to the extent not provided for)As at 31 March,

2016As at 31 March,

2015 ` `

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) 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 remaing to be executed in Capital Account and not provided for :

Tata Consulting Engineers Limited 82,487,500 93,250,000 Engineers India Limited 711,177,885 787,741,020 Beijing Zehua Chemical Engineering Co. Ltd. 1,600,017,408 1,600,017,408 Badri Rai & Co. 14,743,191 18,337,791 India Ratings & Research Pvt. Ltd. 5,350,000 5,350,000 Ramesh Gohain 4,831,611 - Prism Logistic Private Ltd. 289,000 - Total 2,418,896,595 2,504,696,219 Less: Advance to Consultants - - Balance 2,418,896,595 2,504,696,219

24.3 Value of imports calculated on CIF basis As at 31 March, 2016

As at 31 March, 2015

` `

Raw materials - -

Components - - Spare parts (Current Year GBP4420 & $ 4296, Previous Year GBP 15525/-) 716,641 1,585,411

Total Components and spare parts 716,641 1,585,411

Capital goods - -


83

24.4 Expenditure in foreign currency: For the year ended 31 March, 2016


` ` Royalty - - Know-how - - Professional and consultation fees - - Interest - -

Other matters (C.Y.$ 4296/- & GBP 4420/-, P.Y. $1600/- & GBP 15525/-) 716,641 1,684,800

24.5 Details of consumption of imported and indigenous items *


` % ImportedRaw materials - - Components - - Spare parts - -

Total - - Note: Figures / percentages in brackets relates to the previous yearNote 24 Additional information to the financial statements (contd.)

Note Particulars

Indigenous For the year ended 31 March, 2016

` % Raw materials 429,691,870 100%

(437,160,268) 100%Chemicals 4,493,304 100%

(4,506,671) 100%

Stores & Spare Parts 20,215,389 100% (14,666,454) 100%

Catalyst 952,404 100%

(2,172,783) 100%

Total 455,352,967 100%

(458,506,176) 100%Note: Figures / percentages in brackets relates to the previous year

24.6 Earnings in foreign exchange: For the year ended 31 March, 2016


` `

Export of goods calculated on FOB basis 4,602,967 4,989,869

Royalty, know-how, professional and consultation fees - -

Interest and dividend - -

Other income, indicating the nature thereof. - -



848484

Notes forming part of the financial statements24.7 Amounts remitted in foreign currency during the year on account of dividend : For the year ended

31 March, 2016For the year ended

31 March, 2015

` `

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.)Note Particulars For the year ended


31 March, 2015 ` `

25.1 Details of government grantsGovernment grants received by the Company during the year towards

- Other incentives (Grant for ISO Certification) - -

Note 25 Disclosures under Accounting Standards (contd.)Note Particulars25.2 Employee benefit plans

25.2.a Defined contribution plansThe 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 ` 2,04,69,568/- (Year ended 31 March, 2015 ` 2,20,22.290/-) for Provident Fund contributions and ` 67,35,664/- (Year ended 31 March, 2015 ` 47,12,080/-) 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.

25.2.b Defined benefit plansThe 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 Scheme15 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.


85

iv. Leave Encashment SchemeFor the payment of leave encashment at the time of retirement, a policy under “group leave Encashment scheme” of employees has been taken from LICI. The amount payable, calculated by LICI on the basis of membership data provided by the company, actuarial assumption and valuation made by LICI and the balance in the fund maintained by LICI is charged to the Statement of Profit and Loss.

The following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial statements:

Particulars Year ended 31 March, 2016 Year ended 31 March, 2015

Gratuity Group Leave Encashment

Gratuity Group Leave Encashment

Valuation Method Projected Unit Credit

Projected Unit Credit

Projected Unit CreditProjected Unit Credit

Acturial Assumptionsa) Mortality Rate LIC(1994-96)

UltimateLIC (1994-96)

UltimateLIC (1994-96)

UltimateLIC(1994-96)

Ultimateb) Withdrawal Rate 1-3% depending

on age1-3% depending

on age1-3% depending

on age1-3% depending on

age

c) Discount Rate 8% p.a. 8% p.a. 8% p.a. 8% p.a.d) Salary Escalation 5% p.a. 5% p.a. 7% p.a. 7% p.a.

Result of ValuationPV of Past Service Benefit 160,041,240 83,942,964 160,284,293 84,978,052 Current Service Cost 2,752,946 17,525,816 2,740,159 18,843,481 Total Service Gratuity 299,149,463 - 300,370,702 - Accrued Gratuity 224,538,752 - 216,803,848 - LCSA 74,610,711 19,780,791 83,566,854 18,689,232 LC Premium 264,150 153,878 347,130 135,808 Service Tax @12.36% 38,302 22,312 42,906 16,786

Recommended Contribution RateFund as on Renewal Date 170,041,778 109,565,647 159,006,428 93,591,557 Additional Contribution for Existing Fund

- - 1,177,865 -

Current Service Cost - - 2,740,159 10,229,975 Total Amount Payable 302,452 176,190 4,308,060 10,382,569

Expense recognised in the Statement of Profit and Loss

Current service cost - - 2,740,159 10,229,975 Additional Contribution - - 1,177,865 - LC Premium 302,452 176,190 390,036 152,594 Total expense 302,452 176,190 4,308,060 10,382,569



868686

Not

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and

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Nam

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(Ass

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ars

For t

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ear e

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31

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31

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ch, 2

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``

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723

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2

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) -

466

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-

(4

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18)

-

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87

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888888

Note 25 Disclosures under Accounting Standards (contd.)

Note Particulars

The geographic segments individually contributing 10 percent or more of the Company’s revenues and segment assets are shown separately:Geographic Segment For the year ended 31 March, 2016 For the year ended 31 March, 2015

Namrup Siliguri Total Namrup Siliguri TotalSegment Revenue 705,694,976 17,383,462 723,078,438 769,742,040 62,421,780 832,163,820 Segment Assets 1,039,774,893 - 1,039,774,893 1,111,438,929 - 1,111,438,929

Capital Expenditure incurred 10,498,227 - 10,498,227 735,030 - 735,030

Note: Fixed assets at Guwahati and Kolkata Office are shown under Namrup Geographical Segment.



Note Particulars

25.4 Related party transactions25.4.a Details of related parties:

Description of relationship Names of related parties

Holding Company Assam Industrial Development Corporation LimitedSubsidiaries 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, 2016 and balances outstanding as at 31 March, 2016:

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) (56,250)

Salary & Other Benefits - Ratul Bordoloi 1,824,961

(1,639,901)Uttam Bailung - 1,247,848

(1,126,374)Amount Receivable as on 31.03.2016 - 14,664,185 - (Equity shares, Loans & Share Application)

- (14,664,185) -

Amount Payable as on 31.03.2016 80,415,400 - - (Equity Shares) (80,415,400) - -

Note: Figures in bracket relates to the previous year


89

Notes forming part of the financial statementsNote 25 Disclosures under Accounting Standards (contd.)

Note Particulars For the year ended


31 March, 2015 ` `

25.5 Earnings per shareBasic

25.5.a Continuing operations

Net profit / (loss) for the year from continuing operations (221,896,832) (64,774,754)

Less: Preference dividend and tax thereon - - Net profit / (loss) for the year from continuing operations attributable to the equity shareholders (221,896,832) (64,774,754)

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 (24.33) (7.10)

25.5.b Total operationsNet profit / (loss) for the year (221,896,832) (64,774,754)Less: Preference dividend and tax thereon - - Net profit / (loss) for the year attributable to the equity shareholders (221,896,832) (64,774,754)Weighted average number of equity shares 9,119,947 9,119,947 Par value per share 10.00 10.00

Earnings per share - Basic (24.33) (7.10)

Basic (excluding extraordinary items)25.5.c Continuing operations

Net profit / (loss) for the year from continuing operations (221,896,832) (64,774,754)(Add) / Less: Extraordinary items (net of tax) relating to continuing operationsLess: Preference dividend and tax thereonNet profit / (loss) for the year from continuing operations attributable to the equity shareholders, excluding extraordinary items (221,896,832) (64,774,754)

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 (24.33) (7.10)

25.5.d Total operationsNet profit / (loss) for the year (221,896,832) (64,774,754)(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 (221,896,832) (64,774,754)

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 (24.33) (7.10)


909090

DilutedThe 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.

25.5.e Continuing operations

Net profit / (loss) for the year from continuing operations (221,896,832) (64,774,754)

Less: Preference dividend and tax thereon - -

Net profit / (loss) for the year attributable to the equity shareholders from continuing operations

(221,896,832) (64,774,754)

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

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

(221,896,832) (64,774,754)

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 (24.33) (7.10)


Note Particulars For the year ended 31 March, 2016


` `

25.5.f Total operationsNet profit / (loss) for the year (221,896,832) (64,774,754)Less: Preference dividend and tax thereon - -Net profit / (loss) for the year attributable to the equity shareholders (221,896,832) (64,774,754)Add: Interest expense and exchange fluctuation on convertible bonds (net) - -Profit / (loss) attributable to equity shareholders (on dilution) (221,896,832) (64,774,754)Weighted average number of equity shares for Basic EPS 9119947 9119947Add: Effect of Warrants, ESOPs and Convertible bonds which are dilutive - -Weighted average number of equity shares - for diluted EPS 9,119,947 9,119,947Par value per share 10.00 10.00Earnings per share - Diluted (24.33) (7.10)

Diluted (excluding extraordinary items)25.5.g Continuing operations

Net profit / (loss) for the year from continuing operations (221,896,832) (64,774,754)(Add) / Less: Extraordinary items (net of tax)Less: Preference dividend and tax thereonNet profit / (loss) for the year from continuing operations attributable to the equity shareholders, excluding extraordinary items (221,896,832) (64,774,754)


91

Add: Interest expense and exchange fluctuation on convertible bonds (net)Profit / (loss) from continuing operations attributable to equity shareholders (on dilution) (221,896,832) (64,774,754)

Weighted average number of equity shares for Basic EPS 9,119,947 9,119,947Add: Effect of Warrants, ESOPs and Convertible bonds which are dilutive - -Weighted average number of equity shares - for diluted EPS 9,119,947 9,119,947Par value per share 10.00 10.00Earnings per share, from continuing operations, excluding extraordinary items - Diluted (24.33) (7.10)

25.5.h Total operationsNet profit / (loss) for the year (221,896,832) (64,774,754)(Add) / Less: Extraordinary items (net of tax)Less: Preference dividend and tax thereonNet profit / (loss) for the year attributable to the equity shareholders, excluding extraordinary items (221,896,832) (64,774,754)

Add: Interest expense and exchange fluctuation on convertible bonds (net) - -Profit / (loss) attributable to equity shareholders (on dilution) (221,896,832) (64,774,754)Weighted average number of equity shares for Basic EPS 9,119,947 9,119,947Add: Effect of Warrants, ESOPs and Convertible bonds which are dilutive - -Weighted average number of equity shares - for diluted EPS 9,119,947 9,119,947Par value per share 10.00 10.00

Earnings per share, excluding extraordinary items - Diluted (24.33) (7.10)



Note ParticularsAs at 31 March, 2016 As at 31 March, 2015

` ` 25.6 Deferred tax (liability) / asset (1,353,894) 4,331,150

Tax effect of items constituting deferred tax liabilityOn difference between book balance and tax balance of fixed assets (52,225,904) (3,782,646)On expenditure deferred in the books but allowable for tax purposes - (830,452)On items included in Reserves and surplus pending amortisation into the Statement of Profit and LossOthersTax effect of items constituting deferred tax liability (14,783,910) (1,425,447)Tax effect of items constituting deferred tax assetsProvision for compensated absences, gratuity and other employee benefitsProvision for doubtful debts / advancesDisallowances under Section 40(a)(i), 43B of the Income Tax Act, 1961 - (13,785,102)On difference between book balance and tax balance of fixed assetsUnabsorbed depreciation carried forwardBrought forward business lossesOn items included in Reserves and surplus pending amortisation into the Statement of Profit and LossOthersTax effect of items constituting deferred tax assets - (4,259,597)Net deferred tax (liability) / asset (16,137,804) (1,353,894)


929292

Note 25 Disclosures under Accounting Standards (contd.)Note Particulars25.7 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 1 April, 2015 Additions Utilisation

Reversal (withdrawn as no longer

required)

As at 31 March, 2016

` ` ` ` `

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

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

Debtors - - - - -

Bonus & Ex-gratia 3,400,000 2,930,052 3,400,000 - 2,930,052 (3,400,000) (3,400,000) (3,400,000) - (3,400,000)

Arrear Salary & Other Defined Contribution Plan - - - - -

(3,453,293) - (3,453,293) - -

Provision for Tax & Audit Fee 44,059,117 401,500 406,000 43,653,117 401,500

(45,952,536) (383,500) (2,276,919) - (44,059,117)

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


Note Particulars25.8 Capital Work-In-Progress (CWIP)

All expenditure incurred for New 500TPD Methanol & 200TPD Acetic Acid Plant 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 &

Due1 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 3,878,404 Loan- II 1,500,000 11.10.2007 11.00% 10.04.2009 22.10.2009 1,500,000 524,488


93

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 calculation of Depreciation :

In absence of proper fixed assets register, rate of depreciation under straight line method & written down value method on remaining useful life of respective assets is calculated on the basis of audited financial statement of previous years and other financial records.

25.12 Corporate Social Responsibility:

As per section 135 of the Companies Act 2013, a Corporate Social Responsibility 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 mandatory requirement of section 135 and as laid down un-der Schedule VII of the Act. During the financial year the company has incurred ` 1,18,55,989/- (Previous year ` 1,00,81,108/-) 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 31st March 2016. Amount outstanding to these enterprise for the year ended 31st March 2016 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.


949494

Nomination Form[Pursuant to section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies (Share Capital and

Debentures) Rules 2014](To be filled in by applying singly or jointly, only up to two persons)

ToAssam Petro-Chemicals Limited4th Floor, Orion Place, G.S Road,Bhangagarh, Guwahati- 781005, Assam I/We ……………………………………………………………………………… the holder(s) of the securities particulars of which are given hereunder wish to make nomination and do hereby nominate the following persons in whom shall vest, all the rights in respect of such securities in the event of my/our death.

(1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)

Nature of securities Folio No No. of securities Certificate No. Distinctive No.Equity Equity

(2) PARTICULARS OF NOMINEE(S) —a) Name : b) Date of Birth : c) Father’s/Mother’s/Spouse’s name :d) Occupation : e) Nationality : f) Address : g) E-mail id : h) Relationship with the security holder :

(3) IN CASE NOMINEE IS A MINOR—a) Date of birth :b) Date of attaining majority :c) Name of guardian : d) Address of guardian :

Name, Address and Signature of the Share Holder (s) Name: Name:Address: Address:Pin Code: Pin Code:

Signature:……………………….. Signature:…………………………….Name, Address and Signature of two Witnesses Name and Address Signature with date

1. ……………………………………………….. ………..………………………

2. ……………………………………………….. ………..………………………


95

Assam Petro-Chemicals LimitedCIN-L24116AS1971SGC001339

Registered Office: 4th Floor, Orion Place, Bhangagarh, G.S. Road, Guwahati-781005Telefax no. 0361-2461470 and 2461471, e-mail: [email protected]; website: www.assampetrochemicals.co.in

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 45th Annual General Meeting of the company held on Friday, 30th September, 2016 at 11:00 am at the registered office of the company 4th Floor, Orion Place, G.S. Road, Bhangagarh, Guwahati-781 005.

Signed this day of September, 2016 . 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 AT-TENDANCE VERIFICATION COUNTER SET UP AT THE VENUE OF THE MEETING.

2. Electronic copy of the Annual Report for the Financial Year 2015-16 including Notice of 45th Annual General Meet-ing 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 2015-16 including Notice of 45th Annual General Meet-ing 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.5. * Applicable for investors holding shares in electronic form

E-VOTING PARTICULARSEVEN (E-Voting Event Number) USER ID PASSWORD

Note: Please read the instructions given in the Notice of AGM carefully before casting your vote through e-voting.


969696

FORM NO. MGT-11 (PROXY FORM)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. Shri/Smt. Of . having E-mail id Signature: Or failing him/her2. Shri/Smt. Of . having E-mail id Signature: Or failing him/her3. Shri/Smt. Of . having E-mail id Signature: .

as my/our proxy to attend and vote (on poll) for me/us and on my/our behalf at the 45th Annual General Meeting of Assam Petro-Chemicals Limited, to be held on Friday, 30th September, 2016 at 4th Floor, Orion Place, G.S. Road, Bhangagarh, Guwahati-781005 and at any adjournment thereof in respect of such resolutions as are indicated below:

Sl. No. Resolutions For AgainstOrdinary Business:1 To receive, consider and adopt the Company’s Standalone Financial Statement as at 31st March, 2016

along with the Directors’ Report, Independent Auditors’ Report, Secretarial Audit Report and com-ments of the Comptroller and Auditor General of India, etc. thereon.

2 To appoint Director in place of Shri Rameshwar Dhanowar, who retires by rotation and being eligi-ble, offers himself for reappointment.

3 To appoint Director in place of Shri V.B. Pyarelal, IAS, who retires by rotation and being eligible, offers himself for reappointment.

4 To fix the remuneration of Independent Auditor at ` 1, 70,000/- (Rupees One lacs seventy thousand) only.

Special Business:5 To increase in the borrowing limits from ` 850 Crore to ` 1050 Crore or the aggregate of paid-up

share capital and free reserves of the company whichever is higher.

6 To consider and appoint Shri Utpal Borah as an Independent Director.

7 To consider and appoint Shri. S.K Choubey as an Independent Director.

8 To fix the remuneration of the Cost Auditors of the company at ` 18,000/- (Rupees Eighteen Thousand) only for the Financial Year 2016-17

Signed this day of September, 2016 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.* Applicable for investors holding shares in electronic form

Assam Petro-Chemicals LimitedCIN-L24116AS1971SGC001339

Registered Office: 4th Floor, Orion Place, Bhangagarh, G.S. Road, Guwahati-781005Telefax no. 0361-2461470 and 2461471, e-mail: [email protected]; website: www.assampetrochemicals.co.in

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