Andhra Petrochemicals Ltd

Dear Members,

Your Directors are pleased to present the Fortieth Annual Report on the operational and business performance of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

CORPORATE OVERVIEW:

Your Company is manufacturer of Oxo-Alcohols, that consist of the Products viz., 2 Ethyl Hexanol, Normal Butanol and Iso Butanol. Your Company is an Associate of The Andhra Sugars Ltd., and has its Regd. Office at Venkatarayapuram, Tanuku.

FINANCIAL RESULTS:

The summary of the financial results, which have been prepared as per the Indian Accounting Standards (Ind AS), for the Year under review along with the Previous Year's figures are given below:

(Rs. in lakhs)

OPERATIONAL AND FINANCIAL PERFORMANCE:

During this Financial Year 2023-24, Plant produced 70,209 MTs (Previous Year 59,616 MTs) of Oxo-Alcohols. Sales during the Year were 72,730 MTs (Previous Year 58,388 MTs). Company posted Net Profit of Rs.63.40 crores during the Financial Year 2023-24 as compared to Net Profit of Rs.20.40 crores during the previous Financial Year.

Overall plant performance in this financial year is better than last year due to increase in the Production & comparatively better realization .

DIVIDEND:

Considering the Company's performance for the Financial Year 2023-24 and the need to conserve the Funds to meet its Long-Term growth objectives, your Board of Directors at their Meeting held on 25.5.2024 has declared Dividend of Rs.2.00 (Rupee Two only) per Share (@20% on 8,49,71,600 Equity Shares of face value of Rs.10/- each) involving a total cash outflow of Rs.16.99 crores. The Dividend, if approved by the Members at the ensuing Annual General Meeting of the Company, will be paid to all the eligible Members, involving a total cash outflow of Rs.16.99 crores. The Dividend shall be subject to deduction of Income Tax at source. Pursuant to the provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated its Dividend Distribution Policy which is available on the website of the Company at the link www.theandhrapetrochemicals.com.

The payout of Dividend is in line with the Company's Dividend Distribution Policy.

CONTRIBUTION TO EXCHEQUER:

Over the years, the Company has been significant contributor to the Government Exchequer in the form of Duties and Taxes. During the Year under review, Rs.53.65 crores was paid to the Exchequer as against Rs.28.34 crores in the Previous Year, an increase of Rs.25.31 crores over the Previous Year.

Authorised and Paid-up Capital:

The Authorised Capital of the Company is Rs.125.00 crores and the Paid-up Capital is Rs.84.97 crores.

Reserves:

The total Reserves position as on 31.3.2024 stood at Rs.470.72 crores as against Rs. 420.26 crores for the Previous Year.

General Reserve:

During the Year under review, no amount has been transferred to the General Reserve.

MANAGEMENT DISCUSSION AND ANALYSIS: INDUSTRY STRUCTURE AND DEVELOPMENTS:

Ongoing Russia -Ukraine war, & Israel -Hamas war coupled with geopolitical tensions has effected the Global economy. However, in this disturbed Global economy also, India's GDP was maintained reasonably better when compared to other countries including China.

Due to the reasonably better GDP growth, your Company improved its profitability & posted Net Profit of Rs.63.40 crores for the Financial Year 2023-24 under review, when compared last year Net profitability of Rs.20.40 Crores The health & wellbeing of our employees became a top priority for the company.

OPPORTUNITIES AND THREATS:

Estimated demand of Oxo-Alcohols at 3,30,000 MTPA, with healthy growth rate of 8% to 10% per annum, in general, is a good opportunity for the Company with existing capacity of 80,000 MTPA, considering the demand-supply gap in the country even after BPCL plant coming on line. As such, there are no constraints in the Company's production capability with Hindustan Petroleum Corporation Limited (HPCL) able to meet full Propylene requirement. Sales realization is also expected to improve on account of Anti-Dumping Duties imposed by Govt. of India on imports from certain countries & forecasted better Indian GDP growth. However, BPCL Oxo Alcohols competitive prices, dumping of the products and currency fluctuations may impact the Company's performance to some extent.

Ongoing Russia-Ukraine war, Israel -Hamas War, coupled with geopolitical tensions may effect on the business environment is going to be a big challenge.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

As required by the provisions of Companies Act, 2013, Internal Control Systems Report has been appended to Independent Auditor's Report given by Statutory Auditors regarding Financial Year 2023-24. The Company has internal control systems commensurate with the size of the business operations. A Chartered Accountants firm is engaged to carry out Internal Audit covering the entire operations. The audit firm submits Internal Audit Report periodically with their suggestions and/or corrections. Audit Committee critically deliberates and reviews such Internal Audit Reports and ensures effectiveness of the control systems through necessary recommendations.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS:

In the area of Human Resources, the employees are being trained to meet the Plant requirements from time to time by motivating them in a positive way and the Industrial Relations continued to be cordial throughout the Year.

The total number of employees employed as on 31.3.2024 is 321.

FUTURE OUTLOOK:

Your Company Performance is expected to be reasonably good in view of the forecast of better GDP growth for India. However, the disrupted business environment due to Russia -Ukraine War, Israel -Hamas War & geopolitical tensions may impact the performance to some extent.

Though Company signed Natural Gas (NG) term sheet agreement with GAIL, in the year 2019, the progress in the GAIL/APGDCL Natural gas pipe laying work got held up since more than 2 years due to internal/finance issues.

The Company's performance to a large extent is dependent on international supply and demand for these products and their prices which are influenced by crude prices, exchange fluctuations and dumping by sources other than that covered by Anti-Dumping Duty.

RISKS AND CONCERNS:

Your Company is depending for its major Raw Material i.e., Propylene from a single source, HPCL Refinery. However, the risk is built in the project evaluation. Risk is slightly diluted to some extent by sourcing Propylene from GAIL-PATA .

Crude prices, Exchange Rate fluctuations are also a matter of concern.

CAUTIONARY STATEMENT:

The statements describing the Company's outlook, objectives, projections, expectations, estimations or predictions may be forward-looking statements based on certain assumptions of future events. Actual results may differ materially from those expressed or implied, since the Company's operations are influenced by external or internal factors. Your Company closely monitors all major developments likely to affect the Operations and will respond to meet the potential threats and to gain from any possible opportunities.

DEPOSITS:

During the Year under review, your Company did not accept any deposits within the meaning of provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

SAFETY, HEALTH AND ENVIRONMENT:

Your Company has evolved Safety, Health and Environment Policy.

Company has been completed 19.05 million accident free Man hours in last 15 years.

Total 6,236 man-hours used for conducting PEP talks, Safety induction training and refresher trainings for employees including Contract / Contractor workmen and truck drivers.

Safety of Human and Plant assets are of top priority of the company. Continuous training of personnel at various levels on safety and strict compliance of regulations is ensured which resulted in another accident-free year.

Company received a prestigious National Safety Award -2023 - SILVER TROPHY (SHRESHTHA SURAKSHA PURASKAR) in Manufacturing Sector from NSCI on 15.3.2024 at Hyderabad.

Health:

Health monitoring of all employees including contract labour & canteen workers is done on regular basis.

Environment:

Online emission, Ambient air & effluent monitoring are in place. Data is being transmitted online to Central Pollution Control Board (CPCB) and Andhra Pradesh Pollution Control Board (APPCB) for monitoring.

Insurance:

All the insurable assets of the Company including Plant and Machinery, Buildings and Inventories are insured on reinstatement value basis.

Land taken on Lease from Visakhapatnam Port Trust

Your Company has taken on lease 75.00 Acres of land from Visakhapatnam Port Trust (VPT) on which the Oxo-Alcohol Plant has been established. The land is located adjacent to HPCL, Visakha Refinery which supplies major Raw Materials. In this connection, a Lease Agreement was entered into on 27.6.1989 with VPT for a period of 30 years which expired on 26.6.2019. During the Financial Year 2019-20, the Company (APL) has initiated the process of renewal of the Land Lease on which the Plant is located with VPT for a further period of 30 years with effect from 27.6.2019. Company has submitted its Technical & Financial Bid against the Tender floated by VPT. As Company was the sole bidder for the Tender, VPT accepted both Technical Bid & Financial Bid. Later on, VPT has cancelled the tender and issued re-tender. Aggrieved by the action of VPT, Company has filed a Writ Petition under Article 226 before the Hon'ble High Court of Andhra Pradesh.

The Hon'ble High Court of Andhra Pradesh has allowed the Writ Petition filed by the Company seeking the cancellation of the VPT's order dated 18.8.2020, cancelling the Tender Notification dated 7.8.2019 and fresh Tender Notification dated 24.8.2020 issued by VPT towards the Lease of the Land and directed VPT to execute the Lease Deed, vide its Order dated 25.2.2022. Further, on 19.3.2022, Company has written a letter to the Chief Engineer, VPT requesting him to kindly finalise the Land Lease Deed and fix-up the date for execution of the said Lease Deed. Visakhapatnam Port Trust has filed an Appeal (WA No. 688 of 2022) on 7.9.2022 before the Hon'ble High Court of Andhra Pradesh and it is pending for adjudication.

Pending execution of the Lease Deed, Company has considered provisionally its bid amount for accounting of "Leases" in accordance with Ind AS 116, till the Lease Deed is executed.

LISTING:

The Equity Shares of your Company are listed on the BSE Limited, Mumbai. The Annual Listing Fees for the year 2023-24 has been paid.

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return of the Company as at 31^st March, 2024 is available on the Company's website www.theandhrapetrochemicals.com.

Details of Designated Officer under Section 89 of Companies Act, 2013 read with Rule 9 of the Companies (Management and Administration) Rules, 2014:

Sri G. Adinarayana, CFO & Company Secretary

DIRECTORS:

M/s Andhra Pradesh Industrial Development Corporation Ltd., (APIDC) has withdrawn its Nominee Director, Sri C Rami Reddy, Joint Director, Industries Department, Govt. of Andhra Pradesh, with effect from 6.10.2023 and nominated Sri V Raghunath, Vice Chairman & Managing Director, M/s APIDC Ltd., in his place. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee (NRC), co-opted him as Additional Director with effect from 10.2.2024. As Additional Director he holds office till the date of conclusion of the ensuing 40^th Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Directors Sri Ravi Pendyala and Sri M S R V K Ranga Rao retire by rotation at the ensuing 40^th AGM. Sri Ravi Pendyala and Sri M S R V K Ranga Rao, being eligible, have offered themselves for reappointment as Directors. Their reappointment is being placed for the approval of the Shareholders at the ensuing 40^th AGM. The first term of Sri P Venkateswara Rao and Sri M Gopalakrishna, I.A.S., (Retd) who were appointed as Independent Directors for a period of 5 years with effect from the conclusion of the 35^th AGM, i.e., valid upto 9.7.2024. To avail their experience and expertise, Board of Directors at their Meeting held on 25.5.2024 have reappointed them, on the recommendation of the NRC, for a further period of 5 years. Their reappointment is being placed for the approval of the Shareholders at the ensuing 40^th AGM.

None of the Directors is disqualified for appointment / re-appointment under Section 164 of the Companies Act, 2013. Certificate issued by the Practising Company Secretary regarding non-disqualification of Directors is enclosed (Annexure - A). As required by law, this position is also reflected in the Auditors' Report. Details with regard to the composition of the Board, Meetings of the Board held during the Year and the attendance of the Directors have been mentioned in the Corporate Governance Report which forms part of this Report.

KEY MANAGERIAL PERSONNEL:

Details of Key Managerial Personnel (KMP) of the Company are as under:

CODE OF CONDUCT:

The Board of Directors enunciated a Code of Conduct for the Directors and Senior Management Personnel which was circulated to all concerned and was also hosted on the Company's website www.theandhrapetrochemicals.com. The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Financial Year 2023-24.

AUDIT COMMITTEE:

Audit Committee comprises Non-Executive Independent Directors, Sri P Venkateswara Rao, Dr. Pamidi Kotaiah, and Dr. (Smt.) D Manjulata, Dr. V N Rao, Sri G S V Prasad and Sri Ravi Pendyala, Non-Executive Non-Independent Director, as its Members. Sri P Venkateswara Rao is the Chairman of the Committee. The details of the number of meetings of the Audit Committee held during the Financial Year 2023-24 are given in the Corporate Governance Report which forms part of this Report.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors have appointed M/s Nekkanti S R V V S Narayana & Co., Company Secretaries (CP No.7839), Hyderabad, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2023-24 is included as Annexure – ‘B' and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification or reservations or adverse remarks.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board has carried out annual evaluation of its own performance, working of its Committees and the individual Directors during the Year 2023-24.

The performance was evaluated based on the parameters such as structure, meetings, functions, risk evaluation process adopted, stakeholder value and responsibility corporate culture, ethics, effectiveness of Board / Committee process and functioning, contribution of Board / Committee Members to overall effectiveness of the Board / Committee, avoiding conflict with the Company's interests, bonafide discharge of responsibilities in the interest of the Company and upholding ethical standards, integrity etc.

In terms of Regulation 25 of the SEBI Listing Regulations, 2015, Board took on record the declarations and confirmations received from Independent Directors.

Independent Directors met on 11.5.2024 for annual evaluation of their own performance and the performance of the Non-Independent Directors, the Chairman, the Committees, the Board as a whole and the adequacy of flow of information to the Board and its Committees.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of Familiarization Programme for the Independent Directors are furnished in the Corporate Governance Report which forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of Meetings of the Board held during the Financial Year 2023-24 are given in the Corporate Governance Report which forms part of this Report.

CREDIT RATING:

ICRA Ltd., has retained the Company's long-term rating as ‘[ICRA]A-‘ and short- term rating reaffirmed at ‘[ICRA]A2+', Outlook on the long-term Rating is ‘Stable', assigned earlier to the Rs.94.18 crores Line of Credit of our Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

During the Year under review, your Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 and details of the Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of the Companies Act, 2013 and Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has established a Vigil Mechanism / Whistle Blower Policy for Directors and employees to report genuine concerns on unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct in prescribed manner.

The Policy provides adequate safeguards against victimisation of the complainant and direct access to the Chairman of the Audit Committee. The protected disclosures, if any, reported under this Policy will be appropriately and expeditiously investigated.

The Whistle Blower Policy may be accessed on the Company's website at the link: http:// www.theandhrapetrochemicals.com/wp-content/uploads/Whistle-Blower-Policy-1.pdf

RISK MANAGEMENT:

The Risk Management framework of the Company defines the Risk Management approach of the Company, includes periodic review of such risks, Risk Mitigation measures and reporting mechanism of such Risks. Risk Management Policy of your Company can be viewed by entering the URL http:// www.theandhrapetrochemicals.com/wp-content/uploads/POLICY-ON-CORPORATE-RISK-MANAGEMENT.pdf in the web browser.

Risk Management Committee which was re-constituted on 8.6.2023 comprises Sri P Narendranath Chowdary, Managing Director, as Chairman of the Committee and Sri Mullapudi Thimmaraja (upto 2.8.2023), Sri M S R V K Ranga Rao (from 8.6.2023) and Sri Ravi Pendyala, Non-Executive and Non-Independent Directors, and Dr. V N Rao and Sri P Venkateswara Rao, Independent Directors, as its Members.

The details of the number of meetings of the Risk Management Committee held during the Financial Year 2023-24 are given in the Corporate Governance Report which forms part of this Report.

Sustainability:

Sustainability is at the core of your Company's business development strategy. Your Company firmly believes in the idea that progress should not come at the expense of the environment and natural ecosystems. The Company focuses on key sustainability areas such as Decarbonization & Air Emission Control, Water & Biodiversity Conservation, Health & Safety and Community Development to ensure the long-term sustainability of its business operations and improve the well-being of communities, preserving the environment and ensuring long-term economic prosperity.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

Details of composition of CSR Committee are given in the Corporate Governance Report which forms part of this Report.

As per the provisions of Section 135 and Schedule VII of the Companies Act, 2013 and the Company's CSR Policy, Company had spent an amount of Rs. 2,90,40,980/-towards CSR expenditure for the Financial Year 2023-24. The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 is set out as Annexure – "C" to this Report.

NOMINATION & REMUNERATION COMMITTEE:

Nomination & Remuneration Committee comprises Dr. (Smt.) D Manjulata, Independent Director, as Chairperson, Sri Mullapudi Thimmaraja (upto 2.8.2023), Sri M S R V K Ranga Rao (from 8.6.2023), Non-Independent and Non-Executive Directors and Dr. V N Rao and Sri G S V Prasad, Independent Directors, as its Members.

NOMINATION & REMUNERATION POLICY:

The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, adopted a Nomination & Remuneration Policy which lays down the framework in relation to the criteria for selection and appointment of Board Members and remuneration of Directors / Key Managerial Personnel and Senior Management of the Company. This Policy can be accessed on the Company's website at the link: http://www.theandhrapetrochemicals.com/wp-content/uploads/NOMINATION -REMUNERATION-POLICY.pdf

AUDITORS:

M/s C V Ramana Rao & Co., Chartered Accountants, Visakhapatnam, were appointed as Statutory Auditors of the Company for a second term of five consecutive Financial Years from 2022-23 to 2026-27 by the Shareholders at the 38^th Annual General Meeting (AGM). Fixation of their remuneration for the Year 2024-25 is being placed at the ensuing 40^th AGM for the approval of Members. The total fees paid by the Company for the Year 2023-24 to the Statutory Auditors for all services rendered by them is Rs. 9.60 lakhs.

COST RECORDS:

Company has complied with the requirement with regard to maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

COST AUDITORS:

M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad, were appointed by the Board, on the recommendation of the Audit Committee, as Cost Auditors of the Company for conducting the audit of cost records for the Financial Year 2024-25 on a remuneration of Rs.2.00 lakhs and appropriate Resolution in this connection has been included in the Notice calling the ensuing 40^th Annual General Meeting of the Company for the purpose of your ratification of the said remuneration. Cost Auditors' Report for the Financial Year ended 31^st March, 2023 has been filed with the Ministry of Corporate Affairs on 27.5.2023 i.e., within the stipulated time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given below:

1. Steps taken or impact on conservation of energy:

(a) New Green Energy Steam Turbine (510KW): The energy which was wasting in control valves to reduce HP steam to LP steam has been recovered by installation of Steam Turbine. New Green Energy steam Turbine (Updated) of 510 KW capacity, SIEMENS make commissioned in the month of March. With this turbine we are likely to save power 12,000 KW/day (Rs 3.30 crores / year).

(b) ENERGY & STEAM SAVINGS: In this Financial Year, N-Butanol demand was very low especially from April, 2023 to December, 2023. Instead of operating at reduced load, Company decided to operate only 20 days & stop 10 days to save steam & energy. By following this methodology Company saved around Rs 3.15 crores in this year.

2. Steps taken by the Company for utilising Alternate Sources of Energy.

Company could not initiate any steps in this regard in view of the non-viability.

3. Capital investment on Energy Conservation Equipments: Rs.2.52 crores.

II) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

a) Efforts made & Benefits derived:

Technology has been fully absorbed and various innovative ideas enable the Company to operate the Plant even above 105% load.

b) Imported Technology: NIL

c) Expenditure incurred on Research & Development: NIL

III) Foreign Exchange Earnings and Outgo: (On cash basis)

(Rs. in lakhs)

PARTICULARS OF EMPLOYEES:

The particulars of employees of your Company drawing a remuneration requiring disclosure under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are as follows:

None of the employees holds (by himself or along with his spouse and dependent children) more than 2% of the Equity Shares of the Company.

DEMATERIALISATION OF SHARES:

As on 31^st March, 2024, out of the total number of 8,49,71,600 Equity Shares of the Company, 8,14,85,353 Equity Shares constituting 95.90% stand dematerialised.

RELATED PARTY TRANSACTIONS:

As per the provisions of Regulation 23 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has established a Policy on Materiality of Related Party Transactions and on dealing with the Related Party Transactions and do not attract the provisions of Section 188 of the Companies Act, 2013.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company. The weblink of the same is http://www.theandhrapetrochemicals.com/wp-content/uploads/ POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf There were no materially significant Related Party Transactions entered by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interests of Company at large.

All other Related Party Transactions are placed before the Audit Committee and the Board for approval. Omnibus approval is granted by the Audit Committee on yearly basis for the said transactions. A statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board for review and ratification on a quarterly basis. All transactions entered with the Related Parties during the Year under review were in the ordinary course of business and on Arm's Length basis.

Since there were no materially significant Related Party Transactions during the Year under review, the requirement with regard to the details required in AOC-2 is not applicable to the Company.

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

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In compliance with the provisions of the said Act, an Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. During the Year 2023-24, there were no complaints received by the ICC.

PARTICULARS OF REMUNERATION:

The information required under Section 197 of the Act and the Rules made thereunder in respect of employees of the Company, is as follows:-

(a) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the Financial Year:

Our Directors draw remuneration only by way of Sitting Fees. The details of the same are provided in Corporate Governance Report which forms an Annexure to this Report. No other remuneration is drawn by them. Managing Director does not draw any remuneration. Hence, the ratio of remuneration of each Director to the median remuneration is not required to be given.

(b) the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the Financial Year:

Company was paying Sitting Fees of Rs. 30,000/- for attending each Meeting of the Board and Rs. 25,000/- for attending each Meeting of Committee of the Board (as approved by the Board of Directors at its Meeting held on 5.11.2020). Other details are as follows:

(c) the percentage increase in the median remuneration of employees in the Financial Year: 5.61%

(d) the number of permanent employees on the rolls of Company: 307

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

The average increase in salaries of employees other than managerial personnel in 2023-24 was 5.61%. Percentage increase in the managerial remuneration for the Year was Nil.

(f) affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company's Remuneration Policy is driven by the success and performance of the individual employees and the Company through its compensation package, the Company endeavours to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED AFTER 31^ST MARCH, 2024:

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year 2023-24 to which the Financial Statements relate and on the date of this Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS, COST AUDITORS AND PRACTISING COMPANY SECRETARY IN THEIR REPORTS:

For the Year under review, there are no qualifications, reservations or adverse remarks made either by the Statutory Auditors, Cost Auditors or Practising Company Secretary in their respective Reports. The Report of the Statutory Auditors forms part of the Financial Statements.

Further, no frauds are reported by Statutory Auditors under Section 143(12) of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

i) that in the preparation of the Annual Accounts for the year ended 31^st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

ii) that Accounting Policies have been selected and applied consistently and that judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the Profit of the Company for the year ended on that date;

iii) that the Directors have 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 annual accounts have been prepared on a going concern basis;

v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government.

REPORT ON CORPORATE GOVERNANCE:

As required under Regulation 34(3) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance and the Auditors' Certificate on the compliance of Corporate Governance are annexed (Annexure-"D") and form part of the Directors' Report.

ACKNOWLEDGEMENTS:

Your Directors acknowledge the co-operation and continued valuable support received from Central and State Government authorities, the Promoters - The Andhra Sugars Limited and Andhra Pradesh Industrial Development Corporation Ltd., (APIDC), Banks, Shareholders, Customers, Hindustan Petroleum Corporation Ltd., (HPCL), Gas Authority of India Ltd., (GAIL), Bharat Petroleum Corporation Ltd., (BPCL) and other Suppliers. Your Directors place on record their deep sense of appreciation of the valuable contribution made by the employees at all levels.