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THE
ANDHRA PETROCHEMICAL
LIMITED
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THE ANDHRA PETROCHEMICALS LIM
Board of Directors
Sri M R B Punja (Chairman)
Dr. Mullapudi Ha rischandra Prasad(Managing Director)
Dr. B B Ramaiah
Sri Justice G Ramanujam (Retd.)
Sri A A Krishnan
Dr. Anum olu Ram akrishna
Sri Surinder Kumar K apoor
Bankers
State Bank of India
State Bank of HyderabaAndhra Bank
Registered Office
Venkatarayapuram
T a n u k u - 5 3 4 2 1 5
West Godavari District
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NOTICENOTICE is hereby given that the Twenty Sixth Annual GeneralMeeting of THE ANDHRA PETROCHEMICALS LIMITED will
be held at the Re g i s t e re d O f f i c e of the Company ,Venkatarayapuram.Tanuku -534215, V\test Godav ari District,Andhra Pradesh on Thursday, the 30
thSptember, 2010 at
3:00 p.m. to transact th e following business:
1. To receive, consider and adopt the Audited Profit andLoss Account for the year ended 31
stMarch, 2010 and
the Balance Sheet as at that date and the Reports ofthe Board of Directors and Auditors thereon.
2 . To appo in t a Directo r in p lace o f Dr. Anu mo luRamakrishna who retires by rotation and being eligibleoffers himself for reappointment.
3. To appoint a Director in place of Sri P. NarendranathChow dary w ho retires by rotation and being eligible offers
The Andhra
NOTES:
1. The relative Explanatory
Section 173(2) of the C
respect of Item Nos.6 an
2. A Member entitled to
Meeting is entitled to app
to attend and vote inste
Proxy need not be a MProxy Forms duly stamp
reach the Registered Of
less than 48 hours befor
the Meeting.
3. The Register of Memb
Books of the Company
Monday, the 20th
Septem
th
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The Andhra Petrochemicals Limited
Other Directorships held:Director - TheAndhra Sugars Ltd., GVK Jaipur ExpresswayPvt. Ltd.,The KCP Ltd., Madras Cements Ltd., RamcoIndustires Ltd.,Taj GVK Hotels and Resor ts Ltd., GVKIndustires Ltd., GVK Gautami Power Ltd., Internat ionalInfrastructure Consultants Pvt. Ltd., GVK Power & InfrastructureLtd., SPEL Semiconductor Ltd.,Teesta Urja Ltd., BrigadeEnterprises Ltd., and Mumbai International Airport Pvt. Ltd.
Other Committeeships held:
Member-Audits Compensation Committee, Madras CementsLtd; Audit Committee, Ramco Industries Ltd., The KCP Ltd.,SPEL Semiconductor Ltd.,GVK Power & Infrastructure Ltd.,
GVK Gautami Power Ltd.,Teesta Urja Ltd.,and BrigadeEnterprises L td.; Chairman -Audit Committee, Taj GVK Hotels& Resorts Ltd., and GVK Jaipur Expressway Pvt. Ltd.
He does not hold any Equity Shares in the Company.
Annexure to Notice
E X P L A N A T O R Y S T A T E MSECTION 173(2) OF THE C
ITEM NO.6:
Sri M. Venkateswara Rao is a Grand Postgraduate in Business AdmMember of The Institute of CompAssocia te Member of The In
Accountants of India. He is presGeneral Manager (Accounts) oDevelopment Corporation Ltd.,years of experience as CompanInvestment A greeme nt entered inominated as its Director on the BSri M. Venkateswara Rao was co-oon the Board of the Company Pursuant to Section 260 of the CoArticle 97 of the Articles of AssocVenkateswara Rao holds office o
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DIRECTORS' REPORTDear Shareholders,
Your Directors have pleasure in presenting the Twenty
Sixth Annual Report of the Company together with the
Audited Accounts fo r the yearended 31st
March, 2010.
FINANCIAL RESULTS:
Performance of the Company fort h e Financial Yearended 31
stMarch, 2010 is summarised below:
(Rs. in lakhs)
Net Sales (excl. Excise Duty)
Profit before Interest &Depreciation
2009-10
13714.27
486.74
2008-09
24493.84
4008.52
Th e Andhra
CAPITAL & RESERVES:
Authorised and Paid-up Ca
Th e Authorised Capital of theand the Paid-up Capital is Rs.
Reserves:
The total Reserves posit ionRs.76.90 crores against Rs.82.2
MANAGEMENT DISCUSSIO
Industry Structure and Dev
The Oxo-Alcohols business inmain activity of your Companhealthy rate of 8% - 10% per come out of the recessionary trpart of 2008-09 and 2009-10 an
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Th e Andhra Petrochemicals Limited
Future Outlook:
Consequent upon enhancement of production capacityfrom 39,000 MTPA to 73,000 MTPAw.e. f , 1
st May, 2010,your Com pany's market share is expected to be doubledcomp ared to earlier periods. The scale of econo miesthough still well below current world scale levels, placethe C ompany in a better position to compete with importswith an assured and improved supplies to the customers.
Cautionary Statement:
The s ta tements descr ib ing the Company 's out look,e s t i m a t e s o r p red ic t i ons may be fo rward - look ingstatements based on certain assumptions of future events.Actual results may differ materially from those expressedor implied, since the Co mpan y's operations are influenced
In accordance with the pro
Act, 1956 and Articles of As
Directors Dr. Anumolu Ramak
Chowdary and Sri M. Thimm
the ensuing 26 th Annual Ge
eligible, offer themselves fo r
AUDIT COMMITTEE:
Audi t Commi t tee consis ts
Independent Directors Sri Jus
Sri A A Krishnan, Dr. Anum
Pradeep Kumar Keshari. S
(Retd.) is the Chairman of th
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ii) tha t Acco unting Policies have been selected and
app l ied cons is ten t l y a n d j u d g e m e n t s a n d
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 of the Profit of the Company fo r that
year.
iii) that proper and sufficient care has been taken
fo r the maintenance of adequate account ing
records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the Assets
of the Company and for preventing and detecting
fraud and other irregularities.
Th e Andhra
A. Conservation of Ene
Five Nos. of Energy
have been executed d
sulted in a saving of 5
ergy.
FORM
A. Power and Fuel Cons
Cur
1. Electricity:
a. Purchased
Units 1,
Total Amount (Rs.)5,
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Th e Andhra Petrochemicals Limited
B. Technology Absorption :
FORMB
I. Research & Development (R & D)
1. Specific areas in which R&D carried out by
the Company:
Th e C o m p a n y h as d e v e l o p e d s c h e m e s fo rModernisation-cum -Optimisation of the existing Oxo-Alcoh ols Plant thereby enh ancing Plant capacity from39,000 MTPA to 73,000 MTPA. Even tho ugh the Tech-nology as such has been provided by M/s D avy Pro-cess Technology Ltd., (DPT), UK, the schemes ofOptimisation using the existing process equipmentsand utilities to the maximum extent to result in mini-mum capital expenditure for Expansion has been
2. Benefits:
The Company has startedModernisation-cum-Optimprocess efficiencies and
sumption.
3. Imported Technology:
Th e process Licence and B
for the new Oxo Synthesisbeen supplied by M/s Davy
U K, th e Licensor for the ea
C. Foreign Exchange Earn
basis)-
For thend
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Th e Andhra
Annexure 'C'to the Directors' Report:
REPORT ON CORPORATE GOVERNANCE
A. M ANDATORY REQU IREMENTS:
1. Company's philosophy on Corporate Governance:
Your Company affirms that adoption of the good Corporate Governance practices in aand actions is sine qua non for enhancement of overall shareholder value and prote
stakeholders including customers, employees, lenders, suppliers, government and toperates.
2. Board of Directors:
a) As on 31.3.2010 the Board consisted of 11 Directors.
Composition and category of Directors is as follows :
Non-Executive and
Independent Directors Promoter and Executive DirectorPromoters, Non-Ex
Non-independent D
Sri M R B Punja
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Th e Andhra Petrochemicals Limited
3. Code of Conduct:
The Board of Directors has adopted the Code of Con-
duct for Board Members and Senior Management Per-
sonnel of the Company. The said Code has been com-
municated to the D irectors and the Senior Managers from
whom th e necessary affirmation has been received with
regard to the com pliance of the C ode. A declaration in
this regard by the Managing Director is furnished at theend of the report. The Code h as been posted on the
Company's website - www.andhrapetrochemicals.com.
4. Audit Committee:
A qualified Audit Committee, meeting the requirements
of Clause 49 of the L i s t i ng Agreemen t , h as been
constituted.
O Reviewing financial rep
control systems and pro
O Recommending to the B
appointment and if requ
removal of the Statutory
Audit Fees.
O Approval of payment to
an y service rendered byO Review with the Manag
yearly financial statemen
the Board for approval.
O The Audit Committee al
information as and when
Q Management Discuss
condition and results
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9. CEO / CFO Certification:
In accordance with the requirements of Clause
49(V) of the Listing Agreement the Board of
Directors of the Company, the Audit Committee and
the Auditors have been furnished with the requisite
certificate from the Managing Director.
10. Shareholders / Investors Grievance
Committee:a) The Board has constituted Shareholders /
Investors Grievance Committee comprising Dr.
B B Ramaiah (Chairman of the Committee -
Non-Executive Director), Sri P Narendranath
Chowdary and Sri M Thimmaraja as Members
of the Committee. The Committee looks into
the redressal of the shareholders' complaints
like transfer of shares, non-receipt of Annual
The Andhra
Act, 1956 wi th rega
requiring the approval o
The Register of Contra
in which Directors are i
every meeting of the
Directors present.
ii) No penalties or strictu
Company fo r non-comp
/ SEBI or any authority
capital markets during
iii) The Com pany does no
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Th e Andhra Petrochemicals Limited
v) Market price data: High/low price of Company's
Equity Shares quoted on The Bombay Stock
Exchange Ltd., Mumbai during each month of the
FinancialYear 2009-10.
Month
April, 2009
May, 2009
June, 2009
July, 2009
August, 2009
High
Rs. Ps.
13.00
17.00
19.50
17.65
15.68
Low
Rs. Ps.
9.03
10.70
13.80
12.35
13.45
viii) a) Shareholding pattern
SINo.
1
2
34
5
6
7
8
Category
Promoters, Directors,
Relatives and Associate
Companies
Financial Institutions
Mutual FundsBanks
Foreign Institutional Investo
Non-Resident Indians
Bodies Corporate
Indian Public
Total
b) Distribution of shareholding
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The Andhra
CEO's declaration on compliance with the Company's Code of C
As provided under Clause 49 of the Listing Agreement with th e Stock Exchange, aSenior Management Personnel have aff irmed th e compliance of the Company's CBoard Members and Senior Management Personnel, as applicable, for the year end
Place : Visakhapatnam Dr. MULLAPUDI HARIDate : 5-8-2010 Mana
AUDITORS' CERTIFICATEToThe Members ofThe Andhra Petrochem icals Limited,Tanuku.
We have examined the compliance of conditions of Corporate Governance by Th e Andhra Petrocfor th e year ended March 31, 2010, as stipulated in Clause 49 of the Listing Agreement of thechange.
The compliance of conditions of Corporate Governance is the responsibility of the manageme
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Th e Andhra Petrochemicals Limited
A N N E X U R E T O T H E AUDITORS' REPORT
REFERREDTO IN PARAGRAPH 3 OF OUR REPORT
OF EVEN DATE:
i) a) The Company has maintained proper records
showing full particulars, including quantitativev)
a)
details and situation of fixed assets.
b) Th e fixed assets have been physically verifiedby the management during the year.
According to the information furnished to us,
no material discrepancies have been noticed
on such verification. '-')
c) The Fixed Assets disposed off by the
Company during the year do not form a
substantial part thereof.
and the nature of i
purchase of invent
of goods and servi
our audit, no ma
noticed in the intern
According to the inf
given to us, we ar
particulars of contraneed to be entered i
undersection 301 o
have been so enter
In our opinionand a
and explanations g
and arrangements
contracts or arran
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with the respective authorities in respect of
Income Tax, Sales Tax, V\fealth Tax, Service
Tax, Customs Duty, Excise Duty and Cess.
x) The Company has no accumulated losses
and has not incurred cash losses in the
financial year covered by our audit and the
immediately preceding financial year.
xi) The Company has not defaulted in paymentof any loan installment or interest in respect
of term loans from financial institutions and
banks.
xii) The Company has not granted any loans or
advances on the basis of security by way of
pledge of shares, debentures and other
securities. Accordingly the clause 4(xii) of the
The Andhra
Accounting Policies1. General:
The ac counts are prepa redhistorical cost convention accounting standards specof section 211 of the Comp
2. Fixed Assets :a. Fixed assets are stat
depreciation. Cost ofis net of CENVAT / In
of freight, dut ies, taincluding interest oallotted.
b. Expenditure during cis included under Caal located to the recompletion of constru
3. Investments:Investments are stated at crelating to acquisition. Promarket value of long-term
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The Andhra Petrochemicals Limited
Balance Sheet as at 31st
March, 2010(
Schedule No. As at 31-03
. SOURCES OF FUNDS :
1. Shareholders' Funds :
a)Share
Capitalb) Reservesan d Surplus
2. Loan Funds:
Secured Loans
18497.
2 7690.
16187.
3 14352.
14352.
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Th e Andhra
Profit and Loss Account for the Year ended 31st March, 201
Schedule No. This Yea
INCOME :
Gross Sales (excludingsale of production out of trial run)
Less: Excise Duty collected
Cost of products used for testing of new Plant under installation
Increase / (decrease) of stocks 13
Other Income 14
14868.6
1154.3
13714.27
513.9
(1606.52
147.6
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The Andhra Petrochemicals Limited
Schedules attached to and forming part of the Balance She
(R
As at 31-03-20
SCHEDULE - 1 - Share Capital:
Author ised:
8,50,00,000 Equity Shares of Rs.10/- each
Issued, Subscr ibed and Paid-up:
8,49,71,600 Equity Shares of Rs.10/- each
fully paid-up
Total
8500
8497
8497
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SCHEDULE - 4 - Fixed Assets:
The Andhra
1 Land 9.07 - - 9.07
2 Buildings* 1169.03 - - 1169.03 400.92 26.753 Plant &
Machinery 21853.00 - 76.84 21776.16 16950.61 1160.54 40.57
4 Furniture &Office Equipment 162.98 11.65 12.35 162.28 114.60 12.09 10.66
5 Vehicles 30.32 29.41 - 59.73 20.72 3.43
Total 23224.40 41.06 89.19 23176.27 17486.85 1202.81 51.23
427.
18070.
116.
24.
18638.
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The Andhra Petrochemicals Limited
(
As at 31-03-20
SCHEDULE - 6 - Investments:
Investment at cost:Long Term - Non-Trade - unquoted:
4,02,000 Equity Shares of Rs.10/- each
ful ly paid-up in Andh ra P radesh Gas
Power Corporat ion Ltd.
Total
SCHEDULE - 7 - Inventories (as certified by the Management):
Stores and Spares
526
526
1018
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The Andhra
As at 31-03-20
SCHEDULE - 11 - Current Liabilities:
Creditors fo r Capital Works
Sundry Creditors *Other Liabilities
Advances received against SalesTrade Deposits
Interest Accrue d but not due on term loans
Unclaimed Dividends #
Total
451.3332.1
14.5
80.85.0
83.738.0
1005.6
* Includes Rs.Nil (previous year Rs. Nil) due to Micro Small and Medium Enterpri
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The Andhra Petrochemicals Limited
This Y
SCHEDULE - 14 - Other Income:
Interest received (TDS Rs.17.02 lakhs
previous year Rs.124.76 lakhs)
Miscellaneous Receipts
Provisions no longer required
Exchange Variation Gain
Total
136
82
147
SCHEDULE - 15 - Staff Cost:
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S C H E D U L E -18 - Notes forming part of the Accounts
1. Estimated amount of contracts remaining to be executed on
Capital Account and not provided fo r (net of advances &
letters of credits opened)
2. Contingent liabilities not provided for:
i . Outstanding Guarantees to Banks including
Letter of Credit opened with Banks fo r
capital payments
ii. Grid support charges claimed byA.PTransco - disputed by
th e Company
ill. Demand by EPDC of A.P Ltd., towards differential electrical
The Andhra
This Y
229
962
115
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The Andhra Petrochemicals Limited
I. Reconciliation of opening and closing balances of Defined Benefit obli
(Rs. in la
Gratuity (Funded)
This year Previous year T
Defined Benefit obligation at beginning of the year 131.30 118.10
Interest Cost 10.59 9.53
Current Service Cost 9.80 10.22
Benefits paid (15.42) (5.68)
Actuarial loss / (gain) on obligation 5.38 (0.87)
Defined Benefit obligation at year en d 141.65 131.30
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V. Principals Actuarial Assumptions:
Discount Rate
Salary Escalation Rate
The Andhra
Gratuity (Funded )
This year Previous year T
8.00%
7.00%
8.00%
7.00%
As per th e enterprise's accou nting policy actuarial gains and losses are r
during th e same year itself.
The above information is certified by the Actuary.
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The Andhra
This Year
Rs. in lakhs % Rs. in
15. a) Consumpt ion of raw materials:
(including consumption during trial runs)
Imported Nil Nil
Indigenous 12082.58 100 180
b) Consum pt ion of stores dur ing
the year (charged to appropr iate
heads o f account) :
Imported 61.42 4 2
Indigenous 1561.15 96 16
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Th e Andhra Petrochemicals Limited
BALANCE SHEET ABSTRACT AND
COMPANY'S GENERAL BUSINESS PROFILE
Registration Details:
Registration No.State Code
Balance Sheet Date
4635
0131st March, 2010
(Rs. Thousands)
II. Capital Raised during th e year:Public Issue Nil
Rights Issue Nil
Bonus Issue Nil
Private placement Nil
III. Position of Mobilisation and Deployment ofFunds:
Total Liabilities 3172539
CASH FLOW STA
THE YEAR 20
A) Cash Flow from
Operating Activities:
Profit/(Loss) for the year
before extraordinary items:
Adjustments for:
Depreciation
Interest paid
Interest received
Loss on sale of assets
Assets written off
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AlPl
L\ THE ANDHRA PETROCHEMICALS LIMITRegd. Office: Venkatarayapuram, Tanuku - 534215
W.G.District, Andhra Pradesh
26 thAnnual General Meeting
Client ID*
DP. ID*
I /We
PROXY FORM
Fo
Member(s)of th e THE ANDHR A PETROCHEMICALS LIMITED hereby appoint
in th e district of or failing him
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Permitted to Post "Postage pre-paid in cash"
Permit No.PMG/VJ/PWPP/CO./1/ dt. 13.8.2010/16.8.2010 to 8.9.2010Permitted to post at TANUKU H.P.O.
BO
To
If undelivered, please return to :
Th e Andhra Petrochemicals Limited,
Venkatarayapuram,
Tanuku - 534 215,West Godavari Dist,
Andhra Pradesh.