advance petrochemicals ltd Directors report

To

The Members,

Your Directors are pleased to present 38" Annual Report and the companys audited financial statement for the financial year ended March 31, 2023. FINANCIAL RESULTS:

The companys financial performance for the year ended March 31, 2023 is summarized below:

(Amount in Lakhs Rs.)

The Break-up of Profit is given as follows	31? March, 2022	31" March, 2023
Total Revenue	3718.08	2802.46
Total Expenditure	3586.51	2758.91
Net Profit Before Taxation	131.58	43.54
Current Tax	36.00	11.50
Short / (Excess) Provision of Income Tax of	0	0
earlier years.
Deferred Tax	1.15	2.50
Net Profit After Taxation	94.43	29.55

SHARE CAPITAL:

During the year under review, there was no change in the Companys issued, subscribed and paid-up equity share capital. on 31% March, 2023 it stood at Rs. 90,00,000/- divided into 9,00,000 equity Shares of Rs. 10/- each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

TRASNFER TO RESERVE:

The Company propose to carry forward Rs. 94.43 Lakhs Profit to reserves of the company.

DIVIDEND

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

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIRS:

During the year under review, your company managed to achieve consolidated revenue of Rs.37.18 Crores as against Rs. 28.02 Crores which is Increased by 24.64 % as compared to last year. Net profit after tax increased by 68.71 % to Rs. 94.43 Lacs as compared to Rs.29.55 Lacs during the last year.

The entire net profit after tax of Rs. 94.43 lacs is proposed to be transferred to 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, paints, refineries and has evergreen demand. The Company has continued its effort to tap the export market beside 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.

Further during the year there are no material changes and commitments, which have an impact on the going concern status of the Company.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys 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.

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 ate 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 ate 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 significant or material 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. Related party transactions, if any, are entered in ordinary course of business at arms length. Your Directors draw attention of the members to see Note 44 to the financial statement which sets out related party disclosures. There is no bad debts of related party.

CORPORATE GOVERNANCE:

Corporate Governance provisions as stipulated in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, is not applicable to the Company and hence nothing to report thereon.

CORPORATE SOCIAL RESPONSIBILITIES:

As the Companys 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 Boatd 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.

INSIDER TRADING POLICY:

The Policy provides the framework in dealing with securities of the Company. The Policy was revised and adopted effective April 01, 2019. The Insider trading policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Key changes include, inter alia, change in definition of Designated Persons, Maintenance of digital database, internal controls and policy and procedure for inquiry in case of leak of UPSI.

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. Arvind Goenka (DIN 00093200) will retire by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment.

During the year there is no changes took place amongst directors and key managerial personnel

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 31% March, 2023 is as under:

Sl. No. Name	Designation	Executive/ . Non-Executive
1. Mz. Arvind Goenka	Non-Independent	Non-Executive
2. Mz. Pulkit Goenka	Managing Director Chairman	Executive
3. Mrs. Aanchal Goenka	Non-Independent	Non-Executive
4. Mr. Nirish Parikh	Independent Director	Non-Executive
5. Mz. Akshat Shukla	Independent Director	Non-Executive
6. Mrs. Palak Tapas Relia	Non Independent	Non-Executive

08(Fight) Board meetings were held during the year in accordance with the provisions of the Act where due quorum were present in each meeting. The Agenda of the board meeting and notes of the agenda are circulated to the directors well in advance. The members of the board discussed each and every item of the agendas freely in detail. Dates of Board Meeting and No. of directors attending meeting are:

Sr. No.	Date of meeting	No. of Directors present
1	20/05/2022	6
2	12/08/2022	6
3	04/10/2022	6
4	08/11/2022	6
5	14/11/2022	6
6	16/12/2022	6
7	17/01/2023	6
8	14/02/2023	6

AUDIT COMMITTEE:

The company has an Audit Committee. The Composition of Committee is as under:

SI. No. Name of Members	Member / Chairman	No. of Meeting entitled	Number of meeting Attended
01 Mz. Nirish Parikh	Chairman	5	5
02 Mz. Akshat Arunbhai Shukla	Member	5	5
03 Mz. Arvind Goenka	Member	5	5

The composition of committee inter alia meets with the requirement of Section 177 of the Companies Act, 2013. During the year under review, the audit committee met on 20.05.2022, 12.08.2022, 04.10.2022, 14.11.2022 and 14.02.2023. Requisite quorum was present during the meetings.

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 tome 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:

The Company has Nomination and Remuneration Committee: The Composition of Committee is in accordance with the Companies Act, 2013. Members of the Committee are as under:

SI. No. Name of Members	Member/ Chairman	No. of Meeting entitled	Number of meeting Attended
01 Mz. Nirish Parikh	Chairman	1	1
02 Mz. Akshat Arunbhai Shukla	Member	1	1
03 Mz. Arvind Goenka	Member	1	1

During the year, 1 (One) meeting of the Nomination and Remuneration Committee was held ie. on 12.08.2022 during the Financial year 2022-23. Requisite quorum was present during the meeting.

The Committee shall have at least the following basic responsibilities:

e 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 directors performance. e 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 patt 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 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:

SI. No. Name of Members	Member/ Chairman	No. of Meeting entitled	Number of meeting Attended
01 Mz. Arvind Goenka	Chairman	1	1
02 Mz. Akshat Arunbhai Shukla	Member	1	1
03 Mz. Nirish Parikh	Member	1	1

During the Financial year, 1 (One) meeting of the Stakeholder Relationship Committee was held ie. on 14.02.2023 during the financial year 2022-23. Requisite quorum was present during the meeting.

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 repott 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:

	Board Meeting	Audit Committee	Nomination & Remuneration Committee	Stakeholders Relationship Committee
No. of Meetings held	8	5	1	1
Attendance
Mz. NirishJ. Parikh	8	5	1	1
Mer. Pulkit Goenka	8	-	-	-
Mr. ArvindGoenka	8	5	1	1
Ms. AanchalGoenka	8	-	-	-
Mr. Akshat Arunbhai Shukla	8	5	1	1
Ms. Palak Relia	8	-	-	-

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 Boards 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 petformance 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 cartied out by the entite 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 following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:

(a) Mz. Nirish Jagabhai Parikh

(b) Mr. Akshat Arunbhai Shukla

‘The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

Your Board confirms that in their opinion the independent directors fulfill the conditions of the independence as prescribed under the SEBI (LODR), 2015 and they are independent of the management. Further, in the opinion of the Board the independent directors possess requisite expertise, experience and integrity.

Note: All Independent Directors of the company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013 But IDs ate yet to undergo online proficiency self- assessment test within the time prescribed by the IICA.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR - 8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

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.

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 Sourabh Patawari, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2022-2023. The secretarial Audit Report for the financial year March 31, 2023 is annexed herewith as Annexure B to the Report. With respect to the observation of the Secretarial Auditor, the Board replies hereunder:-

1. Towards the SEBI circular on 100% of promoters holding in demat form, the company has only 6.70% of promoters holding in demat form.

Reply: Your directors submit that some of the promoters are in active promoter and two are of death case. For others, 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 demat on the receipt of the consolidated Share Certificate basis and the same is under process.

AUDITORS AND AUDITORS REPORT:

At the Annual General Meeting of the Company for the year ended on 31% March, 2020 M/s. Suresh R. Shah & Associates, Chartered Accountants (Firm Registration No.110691W) were appointed as Statutory Auditors of the Company for a period of Five years. In terms of MCA notification ratification is not required at each annual general meeting.

There is no qualification or adverse remarks made by the auditors in their report. No fraud has been reported by the auditors in their report. INTERNAL AUDITORS:

The Board of Directors has re-appointed Tibrewal Bhagat & Associates, Chartered Accountants, (M.No.: 125173) as Internal Auditors of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning periodicity and methodology for conducting the internal audit.

COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, ate not applicable to the Company.

COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any Auditor to the Audit Committee or the Board.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

During the Financial Year 2022-2023, the Company has not received any complaint of sexual harassment.

PARTICULARS OF LOANS, INVESTMENT, GUARANTEE AND SECURITIES:

Particulars of Loans and investment, if any, are stated in the notes to the financial statements. The Company has not provided any guarantee or security for the loans availed by others.

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	2022 - 2023	2021 - 2022
Electricity Purchase- Unit	677502	605853
Total Amount (Rs.)	6347563.97	5246277.22
Rate per unit (Rs.)	9.37	8.66

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 provided in the notes to the accounts. Members are requested to refer the same.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES:

The Company has no employee drawing the remuneration of One Crore and two Lakh rupees or mote or if employed for the part of the financial year was in receipt of remuneration of Eight lakh fifty thousand Rupees or more per month.

However the information required pursuant to Section 197read with Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in Annexure C to the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, the Management Discussion and Analysis report form part of the Annual Report and is annexed herewith as Annexure D.

REMUNERATION POLICY

The companys policy relating to appointment of directors, payment of managerial remuneration, directors qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure E and is attached to this report.

DEPOSITS:

Your Company has not accepted any deposits which fall under Chapter V and Section 73 to Section 76 of the Companies Act, 2013.

DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending under the Insolvency And Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or Financial Institutions.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND: During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last seven years so the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date it became due for repayment.

GENERAL SHAREHOLDER INFORMATION

38" Annual General Meeting
Venue	36, Kothari Market, Kankaria Road,
	Ahmedabad 380 022.
Date	September 30, 2023
Time	02:00 P.M.
Book Closure	From 24.09.2023 to 30.09.2023 (both days
	inclusive)

LISTING OF SHARES:

Your Company is currently listed with BSE Ltd. The company has paid listing fees for the year 2022-2023.

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, A-802, Samudra Complex, off C G Road, Navrangpura, Near Girish Cold Drinks Ahmedabad 380009, Gujarat India.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. Qur 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 of Directors
	ADVANCE PETROCHEMICALS LIMITED
Date: 14/08/2023	PULKIT GOENKA
Place: Ahmedabad	Chairman & Managing Director
	DIN No. 00177230