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Directors Report of Advance Petrochemicals Ltd.

Mar 31, 2015

The Directors are pleased to present 30th Annual Report and the company's audited financial statement for the financial year ended March 31, 2015.

FINANCIAL RESULTS:

The company's financial performance for the year ended March 31, 2015 is summarized below:

The Break-up of Profit is given as follows

31st March, 2015 31st March, 2014

Total Revenue 112479887 127195431

Total Expenditure 111046125 125273862 Net Profit Before Taxation 1433762 1921569

Current Tax (297271) (395275)

Deferred Tax (570897) (312115)

Net Profit After Taxation 565594 1214179

Excess/(Short)Provision for Income Tax. 29120 Nil

Profit for the Period for Appropriation 594714 1214179 Earning Per Shares

Basic 0.66 1.35

Diluted 0.66 1.35

DIVIDEND

In order to conserve the resources, your Directors do not recommend any dividend on equity shares of the Company.

Brief description of the Company's working during the year/State of Company's affairs:

Due to high volatility in the international market and weakening of crude oil prices, consolidated revenue for the year is decreased by 11.57% to Rs. 112.47 Lacs as compared to Rs.127.19 Lacs during the last year and as a result Net profit after tax dropped by 46.58% to Rs.5.65 Lacs as compared to Rs.12.14 Lacs during the last year.

The entire net profit after tax of Rs.5.65 is proposed to be retained in the Statement of Profit & Loss in the form of Surplus of the Company.

The final product of the Company is used as raw material in many manufacturing industries like automobile industries, building material industries and has evergreen demand. The Company has continued its effort on improving the market for its product domestically also and popularizing its use.

Considering all the factors into consideration, your directors are hopeful to achieve better performance and achieve target turn over in the current year.

There is no change in the nature of business of the Company during the year.

Material Changes and Commitments:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Subsidiaries/ Joint Venture/ Associate Companies:

Company has no subsidiary/joint ventures/associate companies. As there are no subsidiaries, associates and joint ventures companies, no consolidated financial statements required to be given.

ISO 9001 CERTIFICATION:

Your Directors have pleasure informing you that the company has ISO-9001 certification from the world renowned institution for its Chemical Division. Your Company is enjoying coveted and prestigious ISO 9001 Status. Company has successfully met all the stringent and rigorous revaluation and surveillance measures of UKAS Quality Management.

Necessary steps are being taken to renew the same in the current year.

Directors' Responsibility Statement:

Your Directors Statement and confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

ii) the directors had 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 at the end of financial year and of the profit and loss of the company for the year ended on that date.

iii) the directors had taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the directors had prepared the annual accounts on a going concern basis.

v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

vi) the directors had devised proper systems to ensures compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Related Parties Transactions

There is no contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013. Your Directors draw attention of the members to Note F to the financial statement which sets out related party disclosures.

Corporate Governance:

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.

Risk Management

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 up to 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:

Sl. Name Designation Executive/ No. Non Executive

1. Mr. Ashok Goenka Chairman & Managing Director Executive

2. Mr. Shaileshsingh Rajput Non Independent Executive

3. Mr. Arvind Goenka Non Independent Non Executive

4. Ms. Aanchal Goenka Non Independent Non Executive

5. Mr. Omprakash Jalan Independent Director Non Executive

6. Mr. Nirish Parikh Independent Director Non Executive

11 Board meetings were held during the year. The details of Board Meetings are given below:_

Date of meeting No. of directors present

18/04/2014 4

30/05/2014 5

02/07/2014 3

30/07/2014 5

29/08/2014 4

30/09/2014 3

30/10/2014 4

05/01/2015 3

09/02/2015 3

10/02/2015 4

31/03/2015 4

Audit Committee:

During the year the company has reconstituted its Audit Committee. The Composition of Committee is as under:

Sl. No. Name Designation Position in Committee

01 Mr. Nirish Parikh Director Chairman

02 Mr. Omprakash Jalan Director Member

03 Mr. Arvind Goenka Director Member

The composition of committee inter alia 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 Composition of Committee is as under:

Sl. No. Name Designation Position in Committee

01 Mr. Omprakash Jalan Director Chairman

02 Mr. Nirish Parikh Director Member

03 Mr. Arvind Goenka Director Member

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.

- To formulate and review criteria that must be followed for determining qualification for determining qualifications, positive attributes and independence of director.

- 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.

- To propose to the Board the members that must form part of the Committee.

- 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. The Composition of the Committee is as under:

Sl. No. Name Designation Position in Committee

01 Arvind Goenka Director Member

02 Mr. Shaileshsingh Rajput Director Member

03 Ashok Goenka Director Member

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.

- Ensuring expeditious share transfer process in line with the proceedings of the Share Transfer Committee.

- Evaluating performance and service standards of the Registrar & Share Transfer Agent of the Company.

- Providing guidance and making recommendation to improve service levels for investors. Details of the Meeting and its attendance are given as under:

Audit Nomination & Stakeholders Committee Remuneration Relationship Committee Committee

No. of Meetings held Attendance

Mr. Omprakash Jalan 4 1 -

Mr. Nirish J. Parikh 4 1 -

Mr. Shaileshsingh Rajput - - 2

Mr. Ashok Goenka - - 3 Mr. Arvind Goenka 3 1 3

The Committee was reconstituted in October, 2014.

BOARD EVALUATION:

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.

Vigil Mechanism

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.

Secretarial Auditor:

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, Ahmadabad (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).

Conservation of energy, technology absorptions and foreign exchange earnings and outgo are as follows:

Our industry is not heavy consumer of energy, further during the year under review the company made efforts to conserve energy through reduction consumption, the company will continue to endeavor of conserve energy and use it more efficiently. Particulars of Energy conservation and its use is given below:

Particulars 2014-2015 2013-2014

Electricity Purchase 354466 383722

Total Amount (Rs.) 3109557 2713629

Rate per unit (Rs.) 8.77 7.07 Company is having its own research & development facilities. The process of development is a continuous process resulting in development of new & import substitute products. Company is taking all appropriate measures to absolve the technology in its area of operation.

Particulars of Foreign exchange earnings and outgo is given as under:

Particulars 2014-2015

Foreign Exchange Earnings (Rs.) 15114352/-

Foreign Exchange Outgo (Rs.) 348382/-

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 p.a.

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.

Deposits:

Your Company has not accepted any deposits which fall 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.

Acknowledgment:

Your Directors wish to place on record their deep sense of gratitude to Banks for their continued support and cooperation. Our sincere thanks are also due to our esteemed customers, suppliers and finally to employees of the Company for their untiring efforts and commitment to their duties.

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


Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 29th Annual Report along with the Audited Account of the company for the period ended 31st March, 2014.

FINANCIAL RESULTS : (Rs.in Lacs) Financial Results 2013-14 2012-13

Sales Turnover 1254.45 843.76

Gross Income 1271.95 857.75

Profit before finance cost, depreciation and tax 72.83 57.40

Profit before depreciation and tax 32.50 24.00

Depreciation 13.28 13.03

Profit before Tax 19.21 10.96

Profit after Tax 12.14 7.97

Add:Surplus as per last account 10.53 2.56

Surplus available for appropriation 22.68 10.53

Appropriations :

Proposed Dividend Nil Nil

Transferred to General Reserve Nil Nil

Surplus Carried to next year 22.68 10.53



DIVIDEND

Due to inadequacy of profit available for appropriation during the year under review, your Directors express their in ability to recommend any dividend for the year ended 31st March, 2014.

OPERATION

During the year under review your company have registered a sales turn over of Rs.1254.45 lacks in comparison to the figure of Rs.843.76 Lacs of the previous year. Despite slow down of economy and increasing competition, your company has registered increase in sales turnover of the Company. As a result of increase in sale turn over on one hand and at the same curbing expenses on the other hand, net profit after tax has increased to Rs.12.14 Lacs as compared to Rs.7.97 Lacs of the previous year. The Management is hopeful of achieving better results in years to come.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public during the year review and therefore the provisions of the companies Act, 1956 read with companies (acceptance of deposit) rules,1975 are applicable to the company.

INSURANCE

All the properties of your company have been adequately insured against fire, floods, riots, earthquake, malicious damage and explosion risks.

AUDITOR''S REPORT

All the items on which comments have been made by the auditors in their report to the shareholders are self explanatory as explained by way of notes to the accounts under schedule 12 to the Balance Sheet and Profit & Loss Accounts.

AUDITORS

M/s.Pipara & Company, Chartered Accountants, Ahmedabad retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed. Company under the Section 224(1B) of the Companies Act, 1956 certify their eligibility.

DIRECTOR''S RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT,1956

Pursuant to section 217 (2AA) of the companies Act,1956, the preparation of the Directors confirm that :

i) In the preparation of the annual account, the applicable accounting standards had been followed ;

ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit and loss account for the current financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in and for preventing and detecting fraud and other irregularities;

iv) The Annual Account have been prepared on a going concern basis.

APPRICIATION

The Board wishes to express its sincere appreciation to all the staff member for the contribution to the performance of the company and to our valued clients, bankers, financial institutions and shareholders for the continued support and the same is expected in years to come.

For and on behalf of the Board For ADVANCE PETROCHEMICALS LTD.

(Ashok Goenka)

Chairman & Managing Director (DIN: 00086925)

Place : Ahmedabad Date : 30/05/2014


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 28th Annual Report along with the Audited Account of the company for the period ended 31st March, 2013.

FINANCIAL RESULTS :

(Rs.in Lacs)

2012-2013 2011-2012

Sales Turnover 843.76 794.67

Gross Income 857.75 807.11

Profit before finance cost, depreciation 57.40 53.58 and tax

Profit before depreciation and tax 24.00 25.59

Depreciation 13.03 12.70

Profit before Tax 10.96 12.89

Profit after Tax 11.58 9.56

Add:Surplus as per last account 2.56 (7.00)

Surplus available for appropriation 10.56 2.56

Appropriations:

Proposed Dividend Nil Nil

Transferred to General Reserve Nil Nil

Surplus Carried to next year 10.56 2.56

DIVIDEND

Due to inadequacy of profit available for appropriation during the year under review, your Directors express their in ability to recommend any dividend for the year ended 31st March, 2013.

OPERATION

During the year under review your company have registered a sales turn over of Rs.843.76 lacks in comparison to the figure of Rs.794.67 Lacs of the previous year. Despite slow down of economy and increasing competition, your company has registered increase in sales turnover of the Company. As a result of increase in sale turn over on one hand and at the same curbing expenses on the other hand, net profit after tax has increased to Rs.11.58 Lacs as compared to Rs.9.56 Lacs of the previous year. The Management is hopeful of achieving better results in years to come.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public during the year review and therefore the provisions of the companies Act, 1956 read with companies (acceptance of deposit) rules, 1975 are, applicable to the company.

INSURANCE

All the properties of your company have been adequately insured against fire, floods, riots, earthquake, malicious damage and explosion risks.

AUDITOR''S REPORT

All the items on which comments have been made by the auditors in their report to the shareholders are self explanatory as explained by way of notes to the accounts under schedule 12 to the Balance Sheet and Profit & Loss Accounts.

AUDITORS

M/s.Pipara & Company, Chartered Accountants, Ahmedabad retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed. Company under the Section 224(1 B) of the Companies Act, 1956 certify their eligibility.

DIRECTOR''S RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT.1956

Pursuant to section 217 (2AA) of the companies Act, 1956, the preparation of the

Directors confirm that :

i) In the preparation of the annual account, the applicable accounting standards had been followed ;

ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit and loss account for the current financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in and for preventing and detecting fraud and other irregularities;

iv) The Annual Account have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE:

Clause 49 of Listing Agreement on Corporate Governance, is not applicable to the Company.

ISO 9001

Your Directors have pleasure informing you that the company has ISO-9001 certification from the world renowned institution for its Chemical Division. Now your company enjoy coveted and prestigious ISO 9001 Status. Company has successfully met all the stringent and rigorous revaluation and surveillance measures of UKAS Quality Management.

EMPLOYEES

There are no employees drawing salary of Rs.5,00,000/-p.m. and/or Rs.60,00,000/ -p.a. and therefore particulars u/s.217 (2A) of the companies Act, 1956 read with companies (particulars of employees) rules, are not required to be given.

DIRECTORS

As per the provisions of Section 256 of the companies Act, 1956 read with Article 144 of the Articles of Association of the Company, Mr. Omprakash Jalan and Mr. Nirish Parikh, retire by rotation at the forth coming Annual General Meeting, being eligible offers themselves for re-appointment..

Audit Committee:

The company had constituted an Audit Committee. The scope of the activities of the Audit Committee is asset out clause 49 of the listing agreements with the Stock Exchanges read with section 292A of the companies act, 1956. The terms of reference of the audit committee broadly are as under:

a) To hold periodic discussions with the Statutory Auditors and internal auditors of the company concerning the accounts of the company, internal control systems scopes of audit and observation of the Auditors/Internal Auditors;

b) To review compliance with internal control systems.

c) To review the quarterly, half-yearly and annual financial results of the company before submission of the Board;

d) To make recommendations to the Board on any matter relating to the financial management of the company including the Audit Report;

e) Recommending the appointment of statutory auditors and fixation of their remuneration.

The Chairman of the Audit Committee, Mr.Omprakash Jalan was present at the Annual General Meeting held on 29th September,2012.

The composition of the Audit Committee and the details of meetings attended by the Directors are given below:

Names of Members Category No.of Meetings attended during the year 2012-2013

Mr. Omprakash Jalan Independent 5 Non-Executive

Mr. Shaileshsingh Rajput Independent 5 Non-Executive

Mr. Jitendra Trivedi Independent 5 Non-Executive

Mr. Nirish Parikh Independent 3 Non-Executive

Mr. Ashok Goenka Non-lndepndent 1 Non-Executive

Five audit committee meetings were held during 2012-13.

REMUNERATION COMMITTEE

The company has set up remuneration committee. This committee comprises of three non executive independent Directors. The name of members as follows.

1. Shri Shailesh Singh Rajput : Chairman

2. Shri Omprakash Jalan : Member

3. Shri Nirish J. Parikh : Member

This committee reviews and makes recommendations on annual salaries , performance commission, perquisites and other employment conditions of Executive Director(s)

LISTING OF SHARES

The Equity shares of the company are listed on the following Stock Exchange : Name Address

Bombay Stock Exchange Limited Phirozee JeeJee Bhoy Towers

Dalai Street, Mumbai - 400 001.

Company has paid annual listing fees for the year 2013-2014. Stock Exchange Code 506947 and ISIN of the Company is INE334N01018.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

Our industry is not a heavy consumer of energy, further during the year under review, the company made efforts to conserve energy through reduction consumption, the company will continue to endeavor of conserve energy and use it more efficiently.

2012-2013 2011-2012

Electricity Purchase Unit 318384 273208

Total Amount (Rupees) 2338587 1972943

Rate Unit (Rs.) 7.35 7.22

The Company is having research & development facilities. The process of development is a continuous process resulting in development of new & import substitute products.

Company is taking all appropriate measures to abserve the Technology in its area of operation.

There has been no foreign exchange outgo in the current year. Company has earned Rs.7,062,992/- In foreign currency during the year.

PERSONAL

Your company has been maintaining a very cordial and satisfactory relationship with its employees and your Directors wish to place on record their deep sense ot appreciation Tor me aevoiea service ot ine execunves, sxan ana wonders ot the company.

COMPLIANCE CERTIFICATE

Compliance Certificate pursuant to Section 383A (1) of the Companies Act, 1956, received from a Practising Company Secretary is attached herewith and forms the part of this report. APPRICIATION

The Board wishes to express its sincere appreciation to all the staff member for the contribution to the performance of the company and to our valued clients, bankers, financial institutions and shareholders for the continued support and the same is expected in years to come.

For and on behalf of the Board

For ADVANCE PETROCHEMICALS LTD.

Place : Ahmedabad (Ashok Goenka)

Date : 02/09/2013 Chairman & Managing Director


Mar 31, 2012

To, The Members,

The Directors have pleasure in presenting the 27th Annual Report along with the Audited Account of the company for the period ended 31st March, 2012.

FINANCIAL RESULTS : (Rs.in Lacs)

2011-2012 2010-2011

Sales Turnover 794.67 515.74

Gross Income 806.50 519.16 Profit before Finance Cost,

depreciation and tax 52.98 39.67

Profit before depreciation and tax 24.99 24.82

Depreciation 12.70 11.40

Profit before tax 12.89 13.42

Profit after tax 9.56 5.71

Add : Surplus as per last account (7.00) (12.71)

Surplus available for appropriation 2.56 (7.00) Appropriations :

Proposed Dividend Nil Nil

Transferred to General Reserve Nil Nil

Surplus Carried to next year 2.56 (7.00)

DIVIDEND

Due to inadequacy of profit available for appropriation during the year under review, your Directors express their in ability to recommend any dividend for the year ended 31st March, 2012.

OPERATION

During the year under review your company have registered a sales turn over of Rs.794.67 lacks in comparison to the figure of Rs.515.74 of the previous year. Despite slow down of economy and increasing competition, your company has registered increase in sales turnover of the Company. As a result of increase in sale turn over on one hand and at the same curbing expenses on the other hand, net profit after tax has increased to Rs.9.56 Lacs as compared to Rs.5.71 Lacs of the previous year. The Management is hopeful of achieving better results in years to come.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public during the year review and therefore the provisions of the companies Act, 1956 read with companies (acceptance of deposit) rules,1975 are applicable to the company.

INSURANCE

All the properties of your company have been adequately insured against fire, floods, riots, earthquake, malicious damage and explosion risks.

AUDITOR'S REPORT

All the items on which comments have been made by the auditors in their report to the shareholders are self explanatory as explained by way of notes to the accounts under schedule 12 to the Balance Sheet and Profit & Loss Accounts.

AUDITORS

M/s.Pipara & Company, Chartered Accountants, Ahmedabad retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed. Company under the Section 224(1B) of the Companies Act, 1956 certify their eligibility.

DIRECTOR'S RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT,1956

Pursuant to section 217 (2AA) of the companies Act,1956, the preparation of the Directors confirm that :

i) In the preparation of the annual account, the applicable accounting standards had been followed ;

ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit and loss account for the current financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in and for preventing and detecting fraud and other irregularities;

iv) The Annual Account have been prepared on a going concern basis.

ISO 9001

Your Directors have pleasure informing you that the company has ISO-9001 certification from the world renowned institution for its Chemical Division. Now your company enjoy coveted and prestigious ISO 9001 Status.

Company has successfully met all the stringent and rigorous revaluation and surveillance measures of UKAS Quality Management.

EMPLOYEES

There are no employees drawing salary of Rs.5,00,000/-p.m. and/or Rs.60,00,000/-p.a. and therefore particulars u/s.217 (2A) of the companies Act,1956 read with companies (particulars of employees) rules, are not required to be given.

DIRECTORS

As per the provisions of Section 256 of the companies Act,1956 read with Article 144 of the Articles of Association of the Company, Mr. J. K. Trivedi and Mr. Shaileshsingh Rajput, retire by rotation at the forth coming Annual General Meeting, being eligible offers themselves for re-appointment..

Audit Committee :

The company had constituted an Audit Committee. The scope of the activities of the Audit Committee is asset out clause 49 of the listing agreements with the Stock Exchanges read with section 292A of the companies act,1956. The terms of reference of the audit committee broadly are as under :

a) To hold periodic discussions with the Statutory Auditors and internal auditors of the company concerning the accounts of the company, internal control systems scopes of audit and observation of the Auditors/Internal Auditors;

b) To review compliance with internal control systems.

c) To review the quarterly, half-yearly and annual financial results of the company before submission of the Board;

d) To make recommendations to the Board on any matter relating to the financial management of the company including the Audit Report;

e) Recommending the appointment of statutory auditors and fixation of their remuneration.

The Chairman of the Audit Committee, Mr.Omprakash Jalan was present at the Annual General Meeting held on 30th September,2011.

The composition of the Audit Committee and the details of meetings attended by the Directors are given below:

Names of Members Category No. of Meetings attended during the year 2011-2012

Mr. Omprakash Jalan Independent 5 Non-Executive

Mr. Shaileshsingh Rajput Independent 4 Non-Executive

Mr. Jitendra Trivedi Independent 5 Non-Executive

Mr. Nirish Parikh Independent 3 Non-Executive

Mr. Ashok Goenka Non-Indepndent 2 Non-Executive

Five audit committee meetings were held during 2011-12.

REMUNERATION COMMITTEE

The company has set up remuneration committee. This committee comprises of three non executive independent Directors. The name of members as follows.

1. Shri Shailesh Singh Rajput : Chairman

2. Shri Omprakash Jalan : Member

3. Shri Nirish J. Parikh : Member

This committee reviews and makes recommendations on annual salaries , performance commission, perquisites and other employment conditions of Executive Director(s)

LISTING OF SHARES

The Equity shares of the company are listed on the following Stock Exchange :

Name Address

Bombay Stock Exchange Limited Phirozee JeeJee Bhoy Towers

Dalal Street, Mumbai - 400 001.

Company has paid annual listing fees for the year 2012-2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

Our industry is not a heavy consumer of energy, further during the year under review, the company made efforts to conserve energy through reduction consumption, the company will continue to endeavor of conserve energy and use it more efficiently.

2011-2012 2010-2011

Electricity Purchase Unit 273208 218510

Total Amount (Rupees) 1972943 1520956

Rate Unit (Rs.) 7.22 6.96

The Company is having research & development facilities. The process of development is a continuous process resulting in development of new & import substitute products.

Company is taking all appropriate measures to abserve the Technology in its area of operation.

There has been no foreign exchange outgo in the current year. Company has earned Rs.11821040/- In foreign currency during the year.

PERSONAL

Your company has been maintaining a very cordial and satisfactory relationship with its employees and your Directors wish to place on record their deep sense of appreciation for the devoted service of the executives, staff and workers of the company.

COMPLIANCE CERTIFICATE

Compliance Certificate pursuant to Section 383A (1) of the Companies Act,1956, received from a Practising Company Secretary is attached herewith and forms the part of this report.

APPRICIATION

The Board wishes to express its sincere appreciation to all the staff member for the contribution to the performance of the company and to our valued clients, bankers, financial institutions and shareholders for the continued support and the same is expected in years to come.

For and on behalf of the Board

For ADVANCE PETROCHEMICALS LTD.

Place : Ahmedabad (Ashok Goenka)

Date : 31/08/2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report along with the Audited Account of the company for the period ended 31st March, 2010.

FINANCIAL RESULTS : (Rs.in Lacs)

2009-2010 2008-2009

Gross Income 664.08 440.19

Profit before interest, depreciation and tax 40.49 (6.46)

Profit before depreciation and tax 27.12 (16.92)

Depreciation 13.70 5.85

Profit before tax 13.42 (23.26)

Profit after tax 13.10 (23.26)

Add : Surplus as per last account (25.03) (0.54)

Surplus available for appropriation (12.71) (25.03)

Appropriations:

Proposed Dividend Nil Nil

Transferred to General Reserve Nil Nil

Surplus Carried to next year (12.71) (25.03)

DIVIDEND

Due to inadequacy of profit available for appropriation during the year under review, your Directors express their in ability to recommend any dividend for the year ended 31st March, 2010. OPERATION

During the year under review your company have registered a sales turn over of Rs.664.08 lacks in comparison to the figure of Rs.440.19 lacks of the previous year. As a result of increase in sales turnover, net profit after tax has also increased to Rs.13.10 lacs as compared to Rs.(23.26) Lacs of the previous year. PUBLIC DEPOSITS

The company has not accepted any deposits from the public during the year review and therefore the provisions of the companies Act, 1956 read with companies (acceptance of deposit) rules,1975 are applicable to the company. INSURANCE

All the properties of your company have been adequately insured against fire, floods, riots, earthquake, malicious damage and explosion risks. AUDITORS REPORT

All the items on which comments have been made by the auditors in their report to the shareholders are self explanatory as explained by way of notes to the accounts under schedule 12 to the Balance Sheet and Profit & Loss Accounts.

AUDITORS

M/s.Pipara & Company, Chartered Accountants, Ahmedabad retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed. Company under the Section 224(1 B) of the Companies Act, 1956 certify their eligibility.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE

COMPANIES ACT.1956

Pursuant to section 217 (2AA) of the companies Act,1956, the preparation of the Directors confirm that:

i) In the preparation of the annual account, the applicable accounting standards had been followed;

ii) Appropriate accounting policies have been selecte and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit and loss account forthe current financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in and for preventing and detecting fraud and other irregularities; iv) The Annual Account have been prepared on agoing concern basis. ISO 9001 Your Directors have pleasure informing you that the company has ISO-9001 certification from the world renowned institution for its Chemical Division. Now your company enjoy coveted and prestigious ISO 9001 Status.

Company has successfully met all the stringent and rigorous revaluation and surveillance measures of UKAS Quality Management.

EMPLOYEES

There are no employees drawing salary of Rs.2,00,000/-p.m. and/or Rs.24,00,000/-p.a. and therefore particulars u/s.217 (2A) of the companies Act,1956 read with companies (particulars of employees) rules, are not required to be given. DIRECTORS

As per the provisions of Section 256 of the companies Act,1956 read with Article 144 of the Articles of Association of the Company, Mr. Arvind Goenka, retire by rotation at the forth coming Annual General Meeting, being eligible offers himself for re- appointment.

REMUNERATION COMMITTEE

The company has set up remuneration committee. This committee comprises of three non executive independent Directors. The name of members as follows.

1. Shri Shailesh Singh Rajput : Chairman

2. Shri Gaurav Mittal : Member

3. Shri Omprakash Jalan : Member

This committee reviews and makes recommendations on annual salaries , performance commission, perquisites and other employment conditions of Executive Directors) LISTING OF SHARES

The Equity shares of the company are listed on the following Stock Exchange :

Name Address

Bombay Stock Exchange Limited Phirozee JeeJee Bhoy Towers Dalai Street, Mumbai - 400 001.

Company has paid annual listing fees for the year 2010-2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

Our industry is not a heavy consumer of energy, further during the year under review, the company made efforts to conserve energy through reduction consumption, the company will continue to endeavor of conserve energy and use it more efficiently.

2009-2010 2008-2009

Electricity Purchase Unit 383175 69734

Total Amount (Rupees) 2405062 691852

Rate Unit (Rs.) 6.28 9.92

The Company is having research & development facilities. The process of development is a continuous process resulting in development of new & import substitute products. Company is taking all appropriate measures to abserve the Technology in its area of operation. There has been no foreign exchange outgo in the current year. Company has earned Rs. 4,30,879/-. In foreign currency during the year. PERSONAL

Your company has been maintaining a very cordial and satisfactory relationship with its employees and your Directors wish to place on record their deep sense of appreciation for the devoted service of the executives, staff and workers of the company. COMPLIANCE CERTIFICATE

Compliance Certificate pursuant to Section 383A(1) of the Companies Act,1956, received from a Practising Company Secretary is attached herewith and forms the part of this report.

APPRICIATION

The Board wishes to express its sincere appreciation to all the staff member for the contribution to the performance of the company and to our valued clients, bankers, financial institutions and shareholders for the continued support and the same is expected in years to come.

Forand on behalf of the Board

For ADVANCE PETROCHEMICALS LTD.

Place : Ahmedabad (Ashok Goenka)

Date : 03.09.2010 Chairman & Managing Director