Assam Petrochemicals Ltd Directors Report

Dear Shareholders,

Your Directors have the pleasure in presenting the 53^rd Annual Report together with the audited Standalone Financial Statements of your Company for the Financial Year ending on 31^st March, 2024.

Financial Highlights (Standalone)

The Companys summarized financial performance (standalone) for the Financial Year ending on 31^st March, 2024 compared to the previous years are as under:

(Rs. in Lakhs)

Particulars	As at March 31, 2024	As at March 31, 2023
Revenue from Operations	8781.25	10,405.60
Other Income	168.64	408.37
Total Income	8949.89	10,813.97
Cost of material consumed	9124.00	9,614.01
Employee benefit cost	4432.45	4,490.32
Other expenses	3195.99	3,416.09
Total Expenses	16752.44	17,520.42
Gross Profit /(Loss)	(7802.55)	(7,094.59)
Less: Depreciation and amortization	94.75	194.07
Profit/(Loss) for the year before prior period adjustment, exceptional and extraordinary items	(7897.30)	(6,900.52)
Profit/(Loss) Before Tax	(7897.30)	(6,900.52)
Less: Tax Expenses	(33.56)	(164.45)
Profit /(Loss) for the year after taxation	(7863.74)	(6,736.07)
Total Comprehensive Income	(7863.74)	(6,736.07)
Number of shares	62,13,83,970	60,20,19,120
Earnings Per Share (EPS) (in Rs.)	(127)	(1.09)

Like the previous year, the financial performance of your Company was not good during the year ending on 31^st Merch, 2024 because of high production cost of methanol. Your Company purchased 90% of Natural Gas used as feedstock at APM gas price USD 6.5 MMBTU and balance 10% at Non APM average price of USD 8.19 per MMBTU. This feedstock price was very high and due to which the cost of material consumed was paged at f9124.00 lakh against the sales turnover of f8781.25 lakh during the year ending on 31^st March, 2024. The Company earned total income of f8949.89 lakhs in the financial year ending on 31.03.2024 which was 17.24% lesser than the previous financial year. The Company paid f210.34 lakhs as interest for availing Cash Credit facility of f3000.00 lakhs from Assam Gramin Vikash Bank. The employees benefit cost and other expenses of the Company reduced marginally compared to previous year. The high input cost and lower price realization of methanol resulted financial loss of Rs.7863.74 lakhs during the financial year 2023-24.

The shareholders are aware that the Company has been in the business of production and marketing of Methanol and Formalin for last five decades. The Company earned revenue of Rs.8781.25 lakhs from operations during the year. The revenue share of Formalin and Methanol sale in the Financial Year 2023-24 were 86.77% and 13.23% respectively. The price of Methanol and Formalin in India were remained lower in the Financial Year 2023-24 compared to the preceding year. The Company sold 91,319 MT of Methanol produced at the 500 TPD Methanol Plant during the year but the price realized could not be shown as revenue due to non declaration of commercial operation date (COD) till 31^st March, 2024.

Employee benefits cost is the second major cost component after feedstock cost that the Company incurred during the FY 2023-24. The employee benefits cost was 50.47% of the total revenue from operation and 26.31% of the total expenses. The employee benefits cost during the FY 2023-24 was almost same of the previous year. The Company operates a 11 MW Captive Power Plant to run the newly commissioned 500 TPD Methanol Plant and 125 TPD Formalin plant located at Namrup. The 100 TPD Methanol Plant is run by the power supplied by Assam Power Distribution Company Ltd. The cost of power reduced by Rs.116.98 lakhs during the financial year 2023-24 as compared to the previous year. The Company also reduced other expenses by Rs. 123.00 lakhs during the year compared to the previous year.

Methanol is the main product that the Company produced in its 100 TPD Methanol and 500 TPD Methanol Plants of the Company and Formalin is a downstream product of Methanol. The price of Methanol in India depends on its import price at Kandla Port, Gujarat. The average price realization of methanol during the Financial Year 2023-24 was lesser than the previous year due to lower methanol import price at ex-tank at Kandla Port.

The other income earned during the year was mainly from interest on fixed deposits of the Companys surplus fund parked at banks in the form of fixed deposits. The Company earned lower amount of interest on fixed deposits as the Company liquidated its most of the fixed deposits to meet the expenses on implementation of the 500 TPD Methanol and 200 TPD Formalin project.

The shareholders of the Company are aware that the Company has been implementing a 500 TPD Methanol and 200 TPD Formalin project at an approved project cost of Rs.1,70,918,00 lakhs. The capital work in progress accounted at Rs.1,84,227.94 lakhs as on 31^st March, 2024.

The Shareholders of the Company are aware that the 500 TPD Methanol and 200 TPD Formalin project was financed at debt equity ratio of 2:1. The Company availed a term loan of Rs.89,067.00 lakhs from Punjab National Bank for the project implementation. The cost of the project increased to Rs.1,70,918.00 lakhs subsequently but the Punjab National Bank was unable to finance the escalated cost of the project citing the regulatory reasons. In order to complete the 500 TPD Methanol and 200 TPD Formalin project, your Board decided to avail additional term loan. Accordingly, Power Finance Corporation Ltd. (PFC) was approached and it sanctioned Rs.1,22,912.00 lakhs as rupee term loan by taking over the existing term loan of Punjab National Bank. As on 31^st March, 2024, the Company drawn Rs.1,14,971.47 lakhs of the sanctioned term loan.

Your Company incorporated Pragjyotish Fertilizers and Chemicals Ltd. (PFCL) as a Joint Venture company with another state government undertaking in 2004. Assam Petro-Chemicals Ltd. holds 55.55% of the equity capital in PFCL as on date. This Company has been sick due to failure to implement the project successfully for which it was incorporated. Presently, PFCL does not have any physical assets in its books of accounts nor any regular manpower on its roll. However, in order to comply with statutory requirements and complete the winding up process, the Government of Assam appointed a Managing Director and Joint Venture partners constitute Board of Directors. The Board of Directors of PFCL has been actively working on winding-up/striking -off of the Company.

Pursuant to Section 129(3) of the Companies Act, 2013, the financial statements of subsidiary Company are required to consolidate with the financial statements of the holding Company but your directors unable to do so as annual accounts of PFCL are not upto date for last several years. Therefore, only the standalone financial statements of the Company are placed before the shareholders to receive, consider and adopt in the ensuing 53rd Annual General Meeting.

Although Assam Petro-Chemicals Ltd. holds majority of share in PFCL as on 31^st March, 2024 but the entire investment made in PFCL have already been written off from the books of the Company. The Company do not have any liability towards PFCL as on 31^st March, 2024.

State of Companys Affairs, Outlook and Concerns

Assam Petro-Chemicals Limited has been in petrochemicals business for last 53 years. The Company is producing methanol and formalin in its plants located at Namrup in the Dibrugarh district of Assam. The installed daily production capacities of these two Methanol and Formalin plants are 100 tons and 125 tons respectively. The Company is also operating a formalin conversion plant at Raninagar, West Bengal which has daily production capacity of 25 tons. The Company has successfully commissioned its new 500 TPD Methanol plant on 8^th April, 2023 and formally inaugurated it by the Honble Prime Minister Shri Narendra Modiji on 14^th April, 2023. This new plant has already achieved its rated capacity of Methanol production.

The annual installed production capacities of Methanol and Formalin, considering 330 days operation of the plants in a year are 33,000 MT and 41,250 MT respectively. Commissioning of the 500 TPD Methanol plant has added 1,65,000 MTs of Methanol to its annual installed capacity. The 200 TPD Formalin project is under implementation stage and as per the revised schedule, this plant will commission in October, 2024. On successful commissioning of the new 200 TPD Formalin plant at Boitamari, the annual formalin production capacity of the Company will be increased to 1,07,250 Metric Tons. The Company is marketing its products in India also exporting to Bhutan, Nepal and Bangladesh at globally competitive price. The additional saleable quantity of Methanol and Formalin will enable the Company to venture into new geographical boundaries, cater to the growing demand of the existing customers and reduce import of equivalent quantity of Methanol.

Methanol is one of the most demanded chemicals globally. Global Methanol market size is USD 30.9 billion in 2023 and set to become USD 38.2 billion by 2028 at a Compounded Annual Growth Rate (CAGR) of 4.2%. Indian Methanol market is completely dependent on the imported methanol. India imports about 96% of its total Methanol demand. The domestic demand for Methanol in the FY 2022-23 and FY 2023-24 were 2846.32 thousand MT and 3191.04 thousand MT respectively. During the financial year the growth of domestic demand was 8.98%. Increasing usage of Methanol in the production of formaldehyde, methyl tertiary-butyl ether, pharmaceuticals, acetic acid etc. are the primary factors in rise its demand in India. Since methanol is used as an alternative fuel for combustion engines due to its efficient combustion, ease of distribution and easy availability, growing automotive industry would also drive the demand for methanol in the country. Methanol is a base material for acetic acid and formaldehyde production, and in recent years it is also increasingly used in producing ethylene and propylene. Mixing methanol with other chemicals enables it to be used as an intermediate material to make hundreds of methanol derivative products used in every aspect of human lives. Methanol and its derivative products such as acetic acid and formaldehyde created via chemical reactions route are used as base materials in acrylic plastic, synthetic fabrics and fibers used to make clothing, adhesives, paint, and plywood used in construction and as a chemical agent in pharmaceuticals and agrochemicals.

Burning of fossil fuels releases Green House Gases (GHG) and pollutes our environment. In order to counter the ever-increasing crude import bill and to protect our environment from GHG, Methanol Economy is promoted by the NITI Aayog. Researches reveal that methanol can replace High-Speed Diesel in Railways, Marine sector and generation of power etc. In this regard the Ministry of Road Transport and Highways, Government of India has allowed use of M-15, M-85, MD-95 and M-100 as fuel in the country. Under the aegis of NITI Aayog, experimental use of 15% methanol blended diesel (MD-15 fuel) and petrol (M-15 fuel) are carried out. Experimental results reveal that methanol blended fuels reduce GHG emission significantly. We learned that the outcome of these experiments is very encouraging and hopeful to see blending of methanol with auto-fuel soon. Methanol can also be used in as fuel in power generator sets. Assam Petro-Chemicals Ltd. is being a major methanol manufacturer in the Country, commercial use of M-15 and MD-15 fuel will be beneficial to the Company.

The Government of India has changed the Natural Gas (NG) pricing guidelines effective from 8^th April, 2023. The new guidelines are intended to ensure stable pricing regime for domestic gas consumers while at the same time providing adequate protection to producers from adverse market fluctuation with incentives for enhancing production. According to the new guidelines, price of NG shall be 10% of the monthly average of Indian Basket of crude oil which will be notified on monthly basis. Gas produced from new wells or well interventions in the nomination fields of ONGC & OIL, is allowed a premium of 20% over the gas price fixed on the nominated block. Your Company purchases NG from Oil India Limited for producing Methanol as per the new NG price fixed by the Central Government. This has a significant impact on the cost of methanol production and profitability of the Company and shall continue to impact in the coming years too.

Natural Gas price increase and high US dollar exchanges rate have been affecting the Company very dearly. The increase of Natural Gas price, i ncreased capital expenditure in the 500 TPD Methanol and 200 TPD Formalin project, delay in achievement of Date of Commencement of Commercial Operation (DCCO) of the 500 TPD Methanol plant and low product price realization are major concern for the Company.

Operating Performance:

Your Company is operating a 100 TPD Methanol and a 125 TPD Formalin plants located at Namrup in Dibrugarh district of Assam. Age of the 100 TPD Methanol and the 125 TPD Formalin plants are about 35 years and 27 years respectively. The formalin plant was originally designed and installed with 100 ton per day production capacity but this plant was revamped to 125 TPD in 2012. Both the plants have already outlived their normal life.

The Shareholders are aware that your Company has commissioned the 500 TPD Methanol Plant on 8^th April, 2023 and started producing marketable grade of Methanol w.e.f. 16^th May, 2023. During the Financial Year 2023-24, the new plant produced 92,480 MT of methanol in the newly commissioned Methanol Plant. Although this plant was not declared as Commercial Operation as per the requirements of Bank and accounting purposes but the Company kept on producing Methanol during the stabilization period and sold them in the market.

The summary of production of Methanol and Formalin vis-a-vis plants capacity utilization during the FY 2023-24 and FY 2022-23 are as follows:

	Production in MT
Plants	Installed Annual Capacity	FY 202324	FY 202223
100 TPD Methanol Plant	33,000	29,760	30,910
500 TPD Methanol Plant	1,65,000	92,480	0.00
Total	1,98,000	1,22,240	30,910
125 TPD Formalin plant, Namrup	41,250	43,566	41571
25 TPD Formalin conversion plant	8,250	7,366	7215
Total	49,500	50,932	48,786

 

Capacity Utilisation of Plants: (In percentage)
100 TPD Methanol Plant	90.02	93.67
500 TPD Methanol Plant	56.04	00.00
125 TPD Formalin Plant	105.54	100.78
25 TPD Conversion Agent	89.28	87.45

The existing Methanol and Formalin plants were operated at 90.02% and 105.54% respectively in the Financial Year 2023-24. Optimum capacity utilization of both the plants have been priority of the Company but aging of the plants, interruption in power supply from the grid, occasional low Natural Gas supply pressure, maintenance of plants and machineries etc. created hurdles in achieving higher capacity utilization. The Company do not have its own source of power to run the 100 TPD Methanol plant and completely depend on power supplied from the grid. Interruptions in continuous power supply, occasional low natural gas pressure and other technical reasons adversely affected in achieving higher productivity and plant capacity utilization. During the financial year 2023-24, the Company recorded 41 nos. of power supply interruptions.

Formalin is a value-added downstream product of Methanol. The Company produces Formalin in its 125 TPD Formalin plant and a conversion agents plant located at Raninagar, West Bengal. The Capacity utilization of these two plants is market driven. The Company operated its 125 TPD Formalin plant and Raninagar plant at 105.54% and 89.28% respectively during the FY 2023-24.

The Company remained in its same business of manufacturing and marketing of Methanol and Formalin during the Financial Year 2023-24 and there was no diversification.

Sales & Marketing:

The Company has been marketing its products i.e., Methanol and Frmalin in the North Eastern States, West Bengal, Bihar, Jharkhand, Odisha, Uttar Pradesh, and several other North Indian states and exporting to our three neighbouring countries viz., Bangladesh, Nepal and Bhutan. The Company has also started marketing its products in the Western and Southern India region. The Company sold 94,596 MT methanol during the FY 2023-24 compared to 6,402.61MT in the previous Financial Year. The quantity of methanol sold during the FY 2023-24 was substantially higher due to availability of additional quantity on commissioning of the new 500 TPD Methanol plant.

India is a methanol importer country as its demand is not fulfilled through domestic production. India imports about 96% of its total methanol demand and the imported methanol at Kandla port, Gujarat decides its price in India. APL has always been facing stiff competition from methanol imported from the countries where natural gas price is comparatively lower and easily available. APL has always been putting its efforts to sale methanol in the market where price realization is highest. Your Company has consistently been maintaining and offering best quality of products to its valued customers for years.

Methanol is used as raw material and additive in pharmaceuticals, garments, chemicals, bio-diesel, wood-based industries, adhesive, paints and some other chemicals industries in India. These industries are largely depended on imported methanol as the domestic production does not fulfills countrys demand. The bulk of the methanol produced in the 500 TPD Methanol plant was sold in the North India market. The price realized in the Northern India market is lesser as the freight cost is higher due distance. The Company is now penetrating methanol in the West Bengal market and its adjoining states.

Pharmaceuticals is a promising sector where the Company is continuously focusing during last few years. Pharmaceutical industries are mostly located in the Southern and Western parts of the Country. During the FY 2023-24, the Company sold 1924.60 MTs of methanol to pharmaceutical manufacturers located in the Western and South India region at a premium price.

There is very high demand for both the products of the Company in the eastern India region and export potential to Bangladesh, Nepal and Bhutan. With enhanced production on commissioning of 500 TPD Methanol and 200 TPD Formalin plant, your Company will be able to cater to the demand of the region.

The area wise methanol sales in the year 2023-24 vis-a-vis in the previous year are as follows:

	METHANOL
	SALES PERFORMANCE
	FY 2023-24		FY 2022-23
REGION	QTY (MT)	% of sales in quantity	QTY (MT)	% of sales in quantity
North Eastern Region (NER)	905	0.96	882	1.49
Western Indian Region	1,351	1.43	1154	19.44
South India	29	0.03	0	0.00
North India	79,170	83.69	23	0.39
Nepal	998	1.06	1092	18.40
Odisha	1,162	1.23	0	0.00
West Bengal	10,689	11.30	2785	46.92
Bangladesh	292	0.31	0	0
Total	94,596	100.00	5936	100.00

Bangladesh has a large methanol market and that country is completely dependent on imported methanol to meet its demand. Enriched with the additional saleable quantity of methanol on commissioning of the 500 TPD Methanol plant, proximity to that country and increasing Indo- Bangla trade relationship, we have been focusing on to increase methanol export to Bangladesh. Your Company exported 292 MT of methanol as a new beginning and scale it up in due course.

Formalin is a value-added product of methanol and your Company has been producing and marketing it since its inception. The Company sold 50,539 MT of formalin during the FY 2023-24 as compared to 49,005 MT in the previous Financial Year. Area wise formalin sale during the FY 2023-24 and FY 202223 are given as under:

	FORMALIN
	SALES PERFORMANCE
	FY 2023-24		FY 2022-23
REGION	QTY (MT)	% of sales in quantity	QTY (MT)	% of sales in quantity
North Eastern Region	8,995	17.80	7,471	15.25
West Bengal	11,817	23.38	16,784	34.25
Bihar	28,650	56.69	23,655	48.27
Nepal	29	0.06	0	0.00
Bhutan	1,007	1.99	1,095	2.23
Bangladesh	41	0.08	0	0.00
Total	50,539	100.0	49,005	100.00

Assam Petro-Chemicals Ltd. has strong presence in Formalin market in the entire eastern India region. Monthly demand for Formalin in this region is approximately 30,000 MT but your Company supplies only 15% of the market demand due to its limited production capacity in its plants located at Namrup and Raninagar. The production capacity of formalin will be ramp-up significantly on commissioning of the 200 TPD Formalin plant project at Boitamari in the 3^rd quarter of the FY 2024-25. Assam Petro-Chemicals Ltd. has been supplying Bhutans entire Formalin demand for a very long period and venturing into Bangladesh formalin market for the first time in FY 2023-24.

Assam Petro Chemicals Ltd. has been exporting methanol and formalin to Nepal and Bhutan directly in Indian currency. However, products are sold to Bangladeshi customers in USD through an agent in the FY 2023-24.

Assam Petro Chemicals Ltd. is very much quality conscious and committed to maintain and supply best quality products to the customers at a competitive price. It has always been maintaining cordial relationship with its customers and any issue raised by the customers are resolved on priority basis.

Project Activities:

The 500 TPD Methanol plant project of the Company was commissioned on 8^th April, 2023 and dedicated it to the service of the nation by the honble Prime Minister Shri Narendra Modi ji on 14^th April, 2023. The 500 TPD Methanol plant project started production of marketable methanol w.e.f. 14^th May, 2023.This new plant produced 92,480 MT of methanol during the Financial Year 2023-24. The 500 TPD Methanol plant experienced teething problems during its stabilization process and finally started operating at rated capacity on 6^th December, 2023. During the period of stabilization and conduct of performance tests of the 500 TPD Methanol Plant, the new plant operated 49 days at its rated capacity. The Company has conducted guarantee test at 90% capacity but 100% Guarantee Test will be conducted by the LEPCM consultant soon.

Your Company is implementing a 200 TPD Formalin project at Boitamari, Bongaigaon in the Western Assam. M/s ISGEC Heavy Engineering Ltd. is engaged as the Lump Sum Turn Key (LSTK) contractor for implementation of the project. Technology for this project is supplied by Omega Chemicals Group SRL of Italy. Tata Consulting Engineers Ltd., Mumbai is the Project Management Consultant of this project. As on date, overall project implementation progress is approximately 85.77%. The project implementation period was originally for 24 months but the LSTK contractor is unable to complete the project as per scheduled timeline. This project is expected to commission on 31^st October, 2024 followed by four months for Performance Guarantee Test Run.

The Company is also implementing a transshipment facility works project at Boitamari adjacent to the 200 TPD Formalin project site on LSTK basis. The contract was awarded to M/s OVAL Projects Engineering Pvt. Ltd. in August, 2021 (with completion period of 10 months). Implementation of this project is also delayed due to certain technical reasons. The revised schedule for commissioning of this project is December, 2024. On commissioning of the transshipment facility later this year, the Company will have additional storage facility as well as a marketing and distribution center in the western part of Assam. The transshipment facility will enable the Company to supply its products to its customers quickly. Its strategic location will also provide greater room to meet the competitors challenge.

Human Resource Management and Industrial Relations:

The human resources are the most important resource of any organization to progress and prosper. The success or failure of an organization is largely dependent on the caliber and capabilities of the people working therein. The Human Resource Management is an integral part of the Company which focuses on driving employee engagement, fostering a positive work culture, handling employee relations, supporting them to enhance their knowledge and skill for individual and organizational growth, development and success.

In order to optimize the human resource, the Company is framing and administering best HR Policies, sourcing competent personnel through recruitment, impart training to newly recruited employees and continuous training to existing workforce, periodic evaluation of employees etc. Assam Petro-Chemicals Ltd. in collaboration with various institutions and subject matter experts, designs and delivers comprehensive training programmes that addresses both technical and soft skills development of its personnel. These programmes encompass a range of topics, including leadership, communication, project management, and industry-specific knowledge. We also encourage continuous learning through workshops, webinars, and online courses to ensure that our employees stay updated with the latest industry trends and developments.

The Company conducts in-house and external training programmes for its employees to enhance their knowledge, skills and competencies. During the year 2023-24, the Company organized 7 inhouse training programmes for its employees and sent 8 nos. of its employees for external training. Assam Petro-Chemicals Ltd. has also facilitated students of the region to undergo internship training. During the year 2023-24, total 143 nos. of such students were completed their summer/winter internship programme in the Company.

The manpower strength of the Company was 293 as on 31.03.2024 out of which 110 were unionised cadre and 183 were officers. The total 25 nos. of woman employees were on roll as on 31.03.2024. During the year 31 nos. of employees were separated from the Company due to retirement, resignation and death. The Company recruited six new employees during the year.

The industrial relations scenario of the Company during Financial Year 2023-24 was harmonious and cordial. All the issues raised by the APL Workers

Union as well as APL Officers Association were resolved amicably through discussions.

Health, Safety and Environment (HSE):

Assam Petro-Chemicals Limited gives utmost priority to Health, Safety and Environment to maintain a healthy and safe work environment also safeguard its assets and properties as well as its surroundings. The Company is committed for continuous improvement in working environment and maintaining health, safety and wellbeing of the employees. The Company is also committed to protect environment and minimize release of Green House Gas (GHG) from its operations.

In order to ensure the effective implementation of HSE Policy of the Company, HSE awareness drive was made among all levels of the employees of the Company. Periodic health check-up of the industrial employees is continuously undertaken. The Company has been working on complete elimination of accidents and reduction of personal injuries in workplace. The Company is complying with all the applicable statutory requirements on HSE. Company has successfully commissioned the 500 TPD Methanol project at Namrup without a single incident of accident reported during the entire project implementation period. The Company is implementing 200 TPD Formalin project at Boitamari without any accident till date.

Your Company has celebrated the National Safety Day on 4^th March, 2024 in the factory premises at Namrup. The theme of this years National Safety Day was "Safety Leadership for Environmental, Social and Governance (ESG) Excellence". A large number of employees participated in the event and took pledge for adherence of all safety norms and standards for their personal safety and properties of the Company.

Your Company like the previous years celebrated the World Environment Day on 5^th June, 2023 at its head office and factory premises at Namrup with the theme of "#Beat Plastic Pollution".

On the occasion of the World Environment Day, the planted a good number of saplings in an around the Companys plants and create awareness about effects of plastics on our plant.

Dividend and transfer to Reserves:

Your Board of Directors could not recommend for dividend for the Financial Year 2023-24 nor transfered to general reserve due to the loss incurred by the Company.

Unpaid and unclaimed dividend for the previous Financial Years:

According to Section 124(5) of the Companies Act, 2013, the Companies are required to transfer unpaid and unclaimed dividend 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 Dividend account. Pursuant to Section 124(6) of the Companies Act, 2013 and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, Companies are also required to transfer the corresponding shares of dividend unpaid amount transferred to IEPF to the Demat account of ‘Investors Education and Protection Fund Authority within 30 days from the transfer of unpaid and unclaimed dividend to IEPF. Accordingly, the Company transferred all the dividend unpaid and unclaimed amount on becoming due to transfer on completion of seven years also the corresponding shares to demat account of the IEPF Authority.

The investors of the Company whose shares and unclaimed dividend amount have already been transferred to IEPF and Demat account of the IEPF Authority may claim their shares and the unpaid dividend amount by filing e-form IEPF 5 online. The e-form IEPF -5 is available at https://www.iepf.gov.in.

The list of the shareholders whose shares are transferred to demat account of IEPF Authority is hosted at our website https://www. assampetrochemicals.co.in/dividend.php.

For any clarification, the shareholders may write to the Company Secretary of the Company or Companys Registrar and Share Transfer Agent M/s C B Management Services (P) Ltd., Rasoi Court, 5^th Floor, 20, R.N. Mukharjee Road, Kolkata, PIN - 700001.

Changes in Share Capital:

During the Financial Year 2023-24, the Board of Directors made an allotted 13,64,850 nos. unsubscribed rights equity shares of Rs.10 each to Oil India Ltd. and Assam Gas Company Limited on 2^nd May, 2023. This allotment resulted enhancement of paid-up share capital of the Company by Rs.1,36,48,500.00. The revised paid-up share capital of the Company as on 31^st March, 2024 was Rs.621,39,90,700.00. The Company didnt issue any shares with differential rights or benefits or Employee Stock Options or Sweat Equity Shares during the Financial Year 2023-24.

Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (3) of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return in Form MGT-9 for the Financial Year ending on 31^st March, 2024 is enclosed as Annexure- A. The Annual Returns of the Company are available in its website https://www.assampetrochemicals.co.in.

Board of Directors and the Number of Board Meetings:

The Board of Directors of the Company is constituted in accordance with the Section 149 of the Companies Act, 2013. The Board of Directors of the Company comprises of nominee Directors from Government of Assam and Oil India Ltd., Independent Directors and Whole Time Directors. The members of the Board of Directors of the Company are mixture of civil servants, technocrats having adequate experience and expertise in related field, professional and social workers.

All the members of the Board of Directors had/ have requisite skills and knowledge to govern the Company.

According to the Articles 85 of the Articles of Association of the Company, the Government of Assam and Oil India Limited have equal rights to nominate directors on the Board of Directors of the Company. Accordingly, Government of Assam has nominated six Directors including the Chairman, Vice-Chairman and Managing Director of the Company. Oil India Limited has also nominated equal numbers of Directors on the Board including the Director (Finance) and CFO.

There were 14 (thirteen) nos. of directors on the Board of Assam Petro-Chemicals Limited as on 31^st March, 2024. They were -

1. Shri Bikul Chandra Deka, Chairman

2. Shri Hemanta Gogoi, Vice-Chairman

3. Shri Rajnesh Gogoi, Managing Director

4. Shri Pramod Kr. Prasad, Director (Finance) & Chief Financial Officer

5. Shri M. P Singh, IAS, Director

6. Dr. Laksmanan S., IAS Director

7. Shri Gokul Ch. Swargiyari, Director

8. Shri Pritam Ray Choudhury, Director

9. Shri Poran Baruah, Director

10. Ms. Pranati Goswami, Director

11. Shri Santanu Majumder, Director

12. Shri Tuhin Kanti Bhattacharjee, Director

13. Prof. Gautam Barua, Independent Director

14. Shri Jitu Talukdar, Independent Director

According to Section 152 of the Companies Act, 2013 the following directors are to retire by rotation in the 53^rd Annual General Meeting who offers themselves for reappointment:

a) Shri Bikul Ch. Deka (DIN-07774812), and

b) Shri Gokul Ch. Swargiyari (DIN-08545385)

Number of Meetings of the Board of Directors:

During the Financial Year 2023-24, the Company convened total 4 (four) 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 202324 are given under the para Board of Directors in the Corporate Governance Disclosure enclosed as Annexure B. All the meetings of the Board of Directors were held in compliance with the applicable provisions of the Companies Act, 2013 and SS-1 issued by the Institute of Company Secretaries of India.

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 during the Financial Year 2023-24.

Promoters:

Followings are the promoters of the Company as on date. The details of their shareholdings are provided in Form MGT-9 annexed as Annexure-A:

a. Assam Industrial Development Corporation Ltd.

b. Governor of Assam

c. Oil India Ltd.

d. Assam Gas Company Ltd.

Particulars of Contracts or Arrangements with Related Parties:

The Company didnt enter any related party agreements or contracts with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the Company. However, the Company procured natural gas from Oil India Limited, a promoter of the Company, at the price fixed by the Government of India. There has been an outstanding amount of Rs.333.39 Crore payable to Oil India Ltd. as on 31^st March, 2024 on account of supply of Natural Gas. Similarly, Assam Gas Co. Ltd. another promoter of the Company transported natural gas through pipeline to the Companys methanol plant at a transmission tariff fixed by the Petroleum and Natural Gas Regulatory Board, Govt. of India.

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 2023-24 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: -

(a) The process technologies adopted in our 100 TPD Methanol and 125 TPD Formalin plants are energy efficient. The Company selected the most developed I.C.I. (Now Johnson Matthey) England, Low Pressure Methanol Technology for manufacture of Methanol and Derivados Forestales, Netherlands Silver Process Technology for manufacture of Formaldehyde at the time setting up of the respective plants. The waste heat has been recovered to produce steam required for the process. Hence, heat is not radiated to atmosphere. Heat exchangers and pipes are well insulated to prevent the loss of heat. Cooling waters used in heat exchangers and other cooling water are recycled back to Cooling Tower and then reused to prevent the loss of water and treating chemicals. Efficient and effective corrosion resistance properties to the cooling water system, environment friendly & bio-degradable chemicals are used.

The 500 TPD Methanol Plant is based on stream methane reforming process whose technology supplied by Haldor Topsoe is energy efficient and reliable conversion of natural gas feedstock. The Company selected Haldor Topsoe methanol process technology based on its energy efficiency.

(b) In the township, majority of the street lighting system with conventional CFL illumination is replaced with energy efficient & long-lasting LED lighting system.

(c) Power Factor Improvement Capacitors (PFIC) are incorporated in electrical circuit for PF improvement and for obtaining additional discount thereof in the monthly energy bill.

B. 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. However, the Company has been taking all needful steps to reduce energy consumption in the new 500 TPD Methanol plant.

C. Impact of the measures (A) & (B) above: -

The specific consumption of electricity and natural gas as fuel are well within the tolerance limit.

D. Total energy consumption and power & fuel consumption per unit of production

(a) Electricity	2023-24	2022-23
	Normal: 6898.8117	Normal: 8373.606
(i) Purchased Unit	Peak: 3164.9976	Peak: 3976.747
(MWH)	Night: 5041.7438	Night: 6113.899
	Total: 15,105.5531	Total: 18,464.254
Total amount (Rs. In crore)	15.52	14.86
Rate per unit (Rs. / kwh)	Normal:7.05	Normal: 6.65
	Peak:9.05	Peak: 8.65
	Night:5.05	Night: 4.65
Own Generation (MWH)
Turbo Generator (TG) (100 TPD Methanol Plant)	3561.24	4002.93
Gas Turbine Generator (CPP) (500 TPD Methanol Plant)	23,287.915	16,263.9
(b) Consumption per unit of Production
i. Electricity (KWH) 100TPD Methanol Plant 500 TPD Methanol Plant	120,77,317	13401,323
	11,33,520	32,18,100
(ii) Natural Gas (Nm3)	18,09,48,018	6,58,97,929

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

1. Specific area in which R & D carried out by the Company: The Company do not have R & D facility. However, the Company takes steps for plant improvement and debottlenecking. The Company installed an additional Natural Gas compressor and a condenser in the methanol distillation section for better performance of the 100 TPD Methanol plant.

2. Benefit derived as a result of above R & D: Does not arise

3. Future Plan of Action: The Company dont have the plan to establish any in house research and development facilities as on this date.

III. Technology Absorption and Adaptation-

i) The efforts made towards technology absorption, adaptation and innovation: APL has been operating its 100 TPD Methanol and 125 TPD Formalin plants with the technology supplied by foreign suppliers. The Methanol technology was acquired from ICI Technology (presently known as Jhonson and Matthey) and Formalin technology from Derivados Forestales, Netherlands technology.

The Company has commissioned a 500 TPD Methanol Plant with 10.8 MW Captive Power Plant at Namrup. The technology used in Methanol production in the new 500 TPD Methanol was obtained from Holder & Topsoe, Denmark after global search for the most efficient technology. This methanol technology was imported in 2014 and fully absorbed in Companys 500 TPD Methanol Plant.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution etc.: Product quality has improved and with the increase of capacity of methanol production, the import of Methanol has declined to that extent the company produced additional methanol in the new plant. The Company also achieved zero liquid discharge.

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 :	NA
(c) Whether the technology been : fully absorbed	NA

If not fully absorbed, areas where absorption has not taken place, and the reasons thereof : NA

IV. Foreign Exchange Earnings and Outgo-

a) Activities relating to exports: The Company has been taking initiatives to export its product to Bangladesh to earn foreign exchange for the country. The products sold in Bhutan and Nepal is in Indian currency only.

b) Total Foreign exchange used and earned:

(Rs. Cr.)

Particulars	2023-24	2022-23
i. Earnings in Foreign Exchange (sales)	Nil	Nil
ii. Foreign Exchange Outgo	4.19	Nil

Details of Subsidiary:

Your Company has a subsidiary Company viz., Pragjyotish Fertilizers & Chemicals Ltd. (PFCL) incorporated in 2004 as a joint venture Company with Assam State Fertilizer Corporation Ltd. PFCL has not been carrying on any business since its incorporation. This Company is under winding-up process. The financial statements for the Financial Year 2023-24 are not ready to consolidate with the financial statements of the Company as prescribed in Section 129(3) & 134(1) of the Companies Act, 2013 and Companies (Accounts) Rules, 2014.

Business Risk Management:

Although the Company doesnt have any specific risk management policy as on this date but the Board of Directors of the Company deliberates on threats, risks and concerns which may threaten the continuation of its business or pose threat on its existence in its meetings on a regular basis.

The buildings, plant and machineries and other assets of the Company are fully insured. The Company also taken comprehensive insurance policy on the 500 TPD Methanol and 200 TPD Formalin project to cover all kind of risks during the construction and commissioning period.

Details of Directors and Key Managerial Personnel:

According to the Section 203 of the Companies Act, 2013, there were three Key Managerial Personnel (KMP) as on 31.03.2024 as defined in Section 203 of the Act and they were as follows:

1. Shri Rajnesh Gogoi, Managing Director

2. Shri Pramod Kr. Prasad, Director (Finance) & Chief Financial Officer

3. Shri Uttam Bailung, Company Secretary

Other than the KMPs stated above, the Company has senior management team consisting technocrats and professionals to handle the affairs of the Company efficiently.

The details of the Directors of the Company along with the Directors who were appointed or have ceased as Director during the year have already been discussed elsewhere in this report in details and stated in the Corporate Governance Disclosure annexed hereto.

Deposits:

The Company do not have any outstanding deposit at beginning of the Financial Year nor did it accept any deposits from the public during the Financial Year 2023-24.

Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements:

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 appointed a Chartered Accountant firm as internal auditor to discharge the internal audit function for the FY 2023-24. This enhances the effectiveness of the internal control system further. The Audit Committee of the Board regularly reviews the effectiveness of the internal control system of the Company.

Receipt of any commission by Managing Director from Company or for receipt of commission / remuneration from it holding or subsidiary:

The Company did not pay any commission to the Managing Director nor did the Managing Director receive any commission from its subsidiary Company.

Declaration by Independent Director:

Pursuant to the Section 149(6) of the Companies Act, 2013, the Independent Directors of the Company had given declarations in the beginning of the Financial Year 2023-24 that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

As per the declaration given and noted by the Board of Directors, none of the Independent Director was disqualified to be appointed or continue as Independent Director of the Com pan y as on 31 ^st March, 2024.

Statutory Auditor:

Pursuant to Section 139(5) of the Companies Act, 2013, the Comptroller and Auditor General of India appoints Independent Auditor of the Company to conduct audit. Accordingly, the Comptroller and Auditor General of India vide their letter no. No./CA. V/ COY/ASSAM, APETRO (1 )/422 Dated :13/09/2023 appointed M/s Parik & Co., Chartered Accountants as independent auditors for FY 2023-24.

The auditors have conducted their audit for the Financial Year ending on 31^st March, 2024 and their report dated 11.05.2024 is enclosed with the financial statements. Your Company pays Rs.2,50,000.00 (Rupees two lacs fifty thousand) only as audit fee to the Independent Auditor for conduct of their audit.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, your Board appointed Biman Debnath & Associates, Company Secretaries as the Secretarial Auditor of the Company for the Financial Year 2023-24. The Secretarial Auditor has conducted their audit and their report dated 11^th August, 2024 is annexed with this Report as Annexure-C.

Cost Auditors:

Pursuant to the Companies (Cost Records and Audit) Rules, 2014, the Company appointed M/s Subhadra Dutta & Associates, Cost Accountants to undertake the Audit of the Cost Records of the Company for the Financial Year 2023-24.

In order to comply with the Section 148 of the Companies Act, 2013, the Board of Directors appointed M/s Subhadra Dutta & Associates, Cost Accountants as the Cost Auditor of the Company for the Financial Year 2024-25 at a fee of Rs.30,000.00 (Rupees thirty thousand) only excluding applicable tax and out of pocket expenses. The Board recommends the shareholders to ractify of the Cost Audit Fee in the ensuing AGM.

Corporate Social Responsibility (CSR) Policy:

Pursuant to the Section 135 of the Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee to frame CSR Policy and recommend to the Board of Directors to approve and oversee the compliance of the CSR Policy implementations. The composition of Corporate Social Responsibility Committee of the Company as on 31.03.2024 was as follows:

a) Shri Rajnesh Gogoi, Managing Director - Chairman

b) Shri Pramod Kr. Prasad, Director (Finance) - Member

c) Ms. Pranati Goswami, Director - Member

d) Prof. Gautam Barua, Independent Director - Member

Assam Petro-Chemicals Limited is a responsible public sector organization, spends its CSR budget amount diligently. The Company has been spending CSR fund in pursuance of the objectives set forth in the CSR Policy. The Companys CSR activities are mainly focused on education sector. During the Financial Year 2023-24, the Company made contribution to APL Vasundhara Jatiya Vidyalaya, Namrup and participated in the Ni-kshay Mitra of the Pradhan Mantri TB Mukt Bharat Abhiyan. The Company distributed nutritional food package among the TB patients at a cost of Rs.1,29,696.00/- (Rupees One Lacs Twenty-Nine Thousand Sixty- Six) only.

A free health check-up camp was also organized at the Companys hospital premises on 09.07.2023. The camp was attended by renowned Medicine and ENT specialists of Dibrugarh, as well as the doctors and hospital staff of APL. Total of 174 patients from Namrup and its adjoining areas visited and availed the free medical services offered in the camp. The details of the CSR expenditures and the CSR policy is annexed 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. There are three members on the Audit Committee and the majority of the members of the Committee are independent. The details of the meeting of the Audit Committee held during the Financial Year 2023-24 and the roles and power of the Audit Committee are given in the Corporate Governance Disclosure.

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

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 is a comprehensive piece of legislature covering all the aspects to provide protection against sexual harassment of women at workplace, prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. In order to ensure compliance of the provisions of the said Act, the Company has constituted an Internal Complaint Committee (ICC). The Internal Complaint Committee did not receive any complaint of sexual harassment at the workplace during the Financial Year 2023-24.

Directors Responsibility Statement:

Pursuant to the requirement under Section 134 (3) (c) and (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 on 31^st March, 2024, all applicable accounting standards had been followed, along with proper explanations relating to material departures;

(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 as on 31^st March, 2024 and of the profit and losses of the Company for that period;

(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 annual accounts of the Company for the Financial Year ended on 31^st March, 2024 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 have made certain comments in their Audit Reports. According to the Section 134(3)(f) of the Companies Act, 2013, the Board of Directors of the Company have given pointwise reply on the same. The reply of the Board is enclosed as Annexure E.

Acknowledgment:

Your directors place on records their appreciation of the unstinted support and encouragement extended by the Government of Assam, 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 continuous supply of Natural Gas as main feedstock for production of Methanol and Assam Gas Company Ltd. for transporting Natural Gas to the plant.

Your directors also like to express sincere thanks and gratitude to the dealers, transporters, customers and all other stakeholders for their continuous faith and support on the Company.

	For and on behalf of the Board of Directors of
	Assam Petro-Chemicals Ltd.
	Sd/-
Place: Namrup	Bikul Ch. Deka
Date: 22nd August, 2024	Chairman