The amended Clause 49 of listing requirements on Corporate Governance is not applicable to the Company and hence nothing to report thereon.
Corporate Social Responsibilities:
As the Company's net worth, turnover or net profits are below the limit prescribed under section 135 of the Companies Act 2013 and hence CSR is not applicable to your Company.
Your company has Risk Management Framework as approved by the Board of Directors which provides mechanism to identify, evaluate business risk and opportunities. The risk associated with the business of the Company, its root causes are reviewed and steps are taken to mitigate the same. The Audit Committee and Board of Directors also reviews the key risk associated with the business of the Company, the procedure adopted to assess the risk, efficacy and mitigation measures.
Internal Financial Control:
The Company has a good system of internal controls in all spheres of its activity. The internal control system is supplemented by effective internal audit being carried out by an external firm of Chartered Accountants. The Audit committee regularly reviews the findings of the internal auditors and effective steps to implement the suggestion / observation of the Auditors are taken and monitored regularly. In the opinion of the Board, an effective internal control system adequate to the size of the Company exists.
Directors and Key Managerial Personnel:
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Shaileshsingh Rajput (DIN 00176962) and Mr. Ashok Goenka (DIN 00086925) and retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.
Mr. J. K. Trivedi (DIN 00176500) has resigned as director w.e.f. 30/07/2014.
Pursuant to the provisions of Section 149,152 read with Schedule IV of the Companies Act, 2013, Mr. Nirish J. Parikh (DIN 03506494) and Mr. Omprakash Jalan (DIN:00176876), have been appointed as Independent directors by the shareholders at 29th Annual General meeting held on September 30, 2014 for a period of five years.
Pursuant to the provisions of Section 161 (1) of the Companies Act, 2013 Ms. Aanchal Goenka (DIN 07145448) appointed as additional director designated as
woman director of the Company with effect from March 31, 2015 and She shall hold office upto the date of ensuing annual general meeting. The company has received requisite notices in writing from members proposing Ms. Aanchal Goenka as Director of the Company.
Mr. Natraj Arli, has been designated as Chief Financial Officer of the Company with effect from March 31, 2015.
COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:
Composition of Board
The Board of Directors has an optimum combination of Executive and Non-Executive Directors and Independent directors in accordance with the provisions of the Act. The composition of the Board of Directors of the company as on 31st March, 2015 is as under:
During the year the company has reconstituted its Audit Committee.
The composition of committee inter aiia meets with the requirement of Section 177 of the Companies Act, 2013
Functions and Powers of Audit Committee:
The Committee shall have discussions with the auditors periodically about internal control systems, the scope of audit including observation of the auditors and review of financial statement before their submission to the Board and discuss any related issue with internal and statutory auditors and the management of the company.
In discharging the function of the Audit Committee, the committee shall have the authority to investigate into any matter in relating to any terms specified in Section 177 or referred to it by the Board.
Responsibility of the Committee :
The Committee may assign any matter of importance nature relating to the accounts, finance, taxation, inspection and investigation from time to time and may require submitting a report to the Board on such matters within the stipulated time.
The committee on any matter relating to financial management including audit report shall submit a report to the Board from time to time.
The Board has accepted all the recommendation made by the Audit Committee.
Nomination and Remuneration Committee:
During the year the Company has renamed and reconstituted its Remuneration Committee as the Nomination and Remuneration Committee:
The Committee has been reconstituted in terms of Section 178 of the Companies Act, 2013. The Committee shall have at least the following basic responsibilities:
To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.
w To formulate and review criteria that must be followed for determining qualification for determining qualifications, positive attributes and independence of director.
w To recommend the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees and to ensure compliance with the remuneration policy set forth by the Company.
w To propose to the Board the members that must form part of the Committee.
m- To report on the systems and on the amount of the annual remuneration of directors and senior management.
Stakeholders Relationship Committee
The Committee has reconstituted and renamed Investor Grievance Committee as Stakeholders Relationship Committee. The composition of the Committee is in accordance with the Companies Act, 2013.
Basic Responsibilities of the Committee:
(** Considering and resolving the grievance of shareholders of the Company with respect to transfer of shares, non receipt of annual report etc.
m- Ensuring expeditious share transfer process in line with the proceedings of the Share Transfer Committee.
m- Evaluating performance and service standards of the Registrar & Share Transfer Agent of the Company.
w Providing guidance and making recommendation to improve service levels for investors.
The Committee was reconstituted in October, 2014.
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee.
Various aspects of the Board's functioning were evaluated such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
Declaration by Independent Directors:
The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 and under the Listing Agreement with the Stock Exchanges. Remuneration to Directors:
The remuneration paid to Directors, Non Executive Directors and Independent Directors are disclosed in the Extract to the Annual Return i.e. MGT - 9 as Annexure A to the Board Report.
Company has vigil mechanism in force to deal with instances of fraud and mismanagement if any. The mechanism ensures that strict confidentiality is maintained whilst dealing with the concern and also that no discrimination will be meted to any person for a genuinely raised concern. The Chairman of the Audit Committee may also be contacted by employees to report any suspected or concerned incident of fraud / misconduct.
The detail of the Policy has been posted on the website of the Company.
Employee Stock Option etc:
During the year there are no issue of equity shares with differential rights, no issue of sweat equity shares, no issue of employee stock options and no provision of money by company for purchase of its own shares by employees or by trustees for the benefit of the employees, the details required to be given under various rules issued under the Companies Act 2013 is NIL.
The Board has appointed Mr. Bipin L. Makwana, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2014-2015. The secretarial Audit Report for the financial year March 31, 2015 is annexed herewith. With respect to the observation of the Secretarial Auditor, the Board replies hereunder:-
1. The company has not filed particulars of Charges in favour of BMW India Financial Services Pvt. Ltd on hypothecation of car on car loan :-
The Company had executed agreement for car loan with BMW India Financial Services Pvt. Ltd and was under impression that the required particulars of charges have been filed by them with the Registrar. Through observation of the Secretarial Auditor, it came to the notice of the management that the filing of charge is pending; the company is taking steps towards filing of charge in consultation with Charge holder.
2. Entire promoter's shareholding are not in demat form.
The promoters are in touch with the R & T of the Company for issue of consolidated duplicate share certificate. The shares of the company are being dematted on the receipt of the consolidated Share Certificate basis. The company has made request to the promoters to get their share dematted at the earliest.
3. The Company has not appointed a whole time qualified Company Secretary in the Company.
The Company's paid up share capital of the Company is less than Rs.5 Crores. However to ensure the better compliances of the various laws, the Company is taking steps to appoint a qualified company secretary who can accommodate in the organization.
4. The company has not maintained proper records showing full particulars including quantitative details and situation of fixed Assets.
Your directors submit that Fixed Assets Register has been maintained and physical verification of fixed assets would be made by the company in due course of time.
Auditors and Auditors Report:
M/s. Pipara & Co., Chartered Accountants, Ahmedabad (FRN 107929W) are the statutory auditors of the Company and there are no changes in the same and they are being eligible offers themselves for reappointment and Board recommend their reappointment.
1. The company has not maintained proper records showing full particulars including quantitative details and situation of fixed Assets & fixed assets have not been physically verified by the Management at reasonable intervals.
Your directors submit that Fixed Assets Register has been maintained and updated and physical verification of fixed assets would be made by the company in due course of time.
Particulars of Loans, Investment, Guarantee and Securities:
Particulars of Loans, investment, Guarantee and Securities are given in the financial statement (Please refer to Note 2.2, 2.3 and 2.7 to financial statement).
Extract of Annual Return:
Extract of the Annual Return of the Company in MGT-9 is enclosed herewith as an annexure A to this Report.
Particulars of Employees and Other Related disclosures:
The Company has no employee drawing the remuneration of Rs.5 Lacs p.m or Rs.60 Lacs pa.
However the information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Secretarial Department at the Regd. Office of the Company.
Your Company has not accepted any deposits which fail under Chapter V and Section 73 to Section 76 of the Companies Act, 2013.
General Shareholder Information
30th Annual General Meeting
Venue : Plot No,167, Pirana Approach Village Piplej, Ahmedabad: 382405
Date September 30, 2015
Time 12.30 p.m
Book Closure From 23/09/2015 to 30/09/2015 (both days inclusive)
Listing of Shares:
Your Company is currently listed with BSE Ltd. The company has paid necessary listing fees for the year 2015-2016.
ISIN of the Company : INE334N01018
Registrar and Share Transfer Agents : (R & T) & Share Transfer System
The company has appointed M/s. Bigshare Services Private Limited E-2/3, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (E), Mumbai: 400 072 as Registrar and Transfer Agents for electronics shares. The average time taken in transfer of shares is 15 days provided documents are correct and valid in all respect.. The depositories directly transfer the dematerialized shares to the beneficiaries.
By Order of the Board
For, Advance Petrochemicals Ltd
Ashok Goenka Chairman & Managing Director DIN 00086925
Registered Office : 36, Kothari Market, Ahmedabad - 380 022 Place: Ahmedabad Date: 29/05/2015