Your Directors are pleased to present 40thAnnual Report and the company’s audited financialstatement for the financial year ended March 31, 2025.
During the year under review, your company managed to achieve consolidated revenue ofRs.50.34 Crores as against Rs. 35.24 Crores which is increased by 42.85 % as compared to lastyear. Net profit after tax increased by 40 % to Rs.30.22 Lacs as compared to Rs. 21.60 Lacsduring the last year.
The entire net profit after tax of Rs. 30.22 lacs is proposed to be transferred to the Statementof Profit & Loss in the form of Surplus of the Company.
The final product of the Company is used as raw material in many manufacturing industrieslike automobile industries, paints, refineries and has evergreen demand. The Company hascontinued its effort to tap the export market beside improving the market for its productdomestically also and popularizing its use.
Considering all the factors into consideration, your directors are hopeful to achieve betterperformance and achieve target turn over in the current year.
The opening balance of Reserves and Surplus is Rs. 283.51 lacs. Profit of Rs. 30.22 lacs is transferredto Profit and loss. The Closing Balance of Reserves and Surplus is Rs. 313.73 lacs.
The Company proposed to carry forward Rs. 30.22 Lakhs Profit to Retained earnings of the company.
The company’s financial performance for the year ended March 31, 2025 is summarized below:
The Break-up of Profit is given as follows
31st March, 2025
31st March, 2024
Total Revenue
5034.51
3524.68
Total Expenditure
4987
3493.40
Net Profit Before Taxation
47.51
31.29
Current Tax
10.70
5.71
Short / (Excess) Provision of Income Tax of
4.58
(0.08)
earlier years.
Deferred Tax
2.01
4.05
Net Profit After Taxation
30.22
21.60
WEBLINK OF ANNUAL RETURN: Section 134(3)(a) of Companies Act, 2013
The Company is having website i.e. www.advancepetro.com and Annual return ofCompany has been published on such website. Link of the same is given below:https://www.advancepetro.com/annual-return-mgt7.html
DIVIDEND
The Board of Directors of your company, after considering holistically the relevantcircumstances, has decided that it would be prudent, not to recommend any Dividend for thefinancial year under review.
CHANGE IN NATURE OF BUSINESS:
There is no change in the nature of business of the Company during the year.
SHARE CAPITAL:
During the year under review, there was no change in the Company’s issued, subscribed andpaid-up equity share capital. on 31st March, 2025 it stood at Rs. 90,00,000/- divided into9,00,000 equity Shares of Rs. 10/- each. The Company has neither issued shares withdifferential rights as to dividend, voting or otherwise nor issued shares (including sweat equityshares) to the employees or Directors of the Company, under any Scheme. No disclosure isrequired under Section 67(3)(c) of Companies Act, 2013 in respect of voting rights notexercised directly by the employees of the Company as the provisions of the said Section arenot applicable.
Buy Back of Securities/ Sweat Equity/ Bonus Shares/ Issue of Shares withDifferential Rights:
During the year under review the Company has not bought back any of its securities, nor hasit issued any Sweat Equity or Bonus Shares or Equity Shares with Differential Rights.
Provision of Money by Company for Purchase of its Own Shares by Employees or byTrustees for the Benefit of Employees:
During the period under review, there were no instances for the company to comply with theprovisions of Section 67 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of this report.
There are no significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company’s operations in future.
As on March 31, 2025, Company has no subsidiary/joint ventures/associate companies. Asthere are no subsidiaries/associates/joint ventures companies, no consolidated financialstatements required to be given.
Your Directors have pleasure informing you that the company has ISO-9001 certificationfrom the world renowned institution for its Chemical Division. Your Company is enjoyingcoveted and prestigious ISO 9001 Status. Company has successfully met all the stringent andrigorous revaluation and surveillance measures of UKAS Quality Management.
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of theirknowledge and ability, confirm in respect of the Audited Annual Accounts for the year ended31st March, 2025 that:
a. In the preparation of the annual accounts, the applicable accounting standards had beenfollowed and that there were no material departures;
b. The Directors had, in consultation with the Statutory Auditors, selected such accountingpolicies and applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company for theyear ended 31st March, 2025 and profit of the Company for that period;
c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. The Directors had prepared the annual accounts on a going concern basis;
e. The Directors had laid down proper internal financial controls to be followed and that suchinternal financial controls were adequate and were operating effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
All related party transactions that were entered into during the financial year ended March 31,2025, were on an arm’s length basis and were in the ordinary course of business. Therefore,the provisions of Section 188 of the Companies Act, 2013 were not attracted.
However, there are no materially significant related party transactions during the financial yearmade by the Company, thus, disclosure in Form AOC-2 is not required.
However, the disclosure of transactions with related parties for the financial year is given inNote no. 44 to the Balance Sheet i.e. as per Accounting Standard -18
The Provision of Cost audit and cost records is not applicable to the Company.
Corporate Governance provisions as stipulated in Chapter IV of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, is notapplicable to the Company and hence nothing to report thereon.
As the Company’s net worth, turnover or net profits are below the limit prescribed undersection 135 of the Companies Act 2013 and hence CSR is not applicable to your Company.
Risk Management is the process of identification, assessment and prioritization of risksfollowed by coordinated efforts to minimize, monitor and mitigate/control the probabilityand/or impact of unfortunate events or to maximize the realization of opportunities. TheCompany has laid down a comprehensive Risk Assessment and Minimization Procedurewhich is reviewed by the Board from time to time. These procedures are reviewed to ensurethat executive management controls risk through means of a properly defined framework.The major risks have been identified by the Company and its mitigation process/measureshave been formulated in the areas such as business, project execution, event, financial,human, environment and statutory compliance.
The Policy provides the framework in dealing with securities of the Company. The Policy wasrevised and adopted effective April 01, 2019. The Insider trading policy was amended in linewith SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Keychanges include, inter alia, change in definition of Designated Persons, Maintenance of digitaldatabase, internal controls and policy and procedure for inquiry in case of leak of UPSI.
The Company has a good system of internal controls in all spheres of its activity. The internalcontrol system is supplemented by effective internal audit being carried out by an externalfirm of Chartered Accountants. The Audit committee regularly reviews the findings of theinternal auditors and effective steps to implement the suggestion / observation of theAuditors are taken and monitored regularly. In the opinion of the Board, an effective internalcontrol system adequate to the size of the Company exists.
The Company has complied with the applicable Secretarial Standards (as amended from timeto time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM)i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved byCentral Government under section 118(10) of the Companies Act, 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year there were changes that took place amongst directors.
The Board of Directors of the company has various Executive and Non-ExecutiveDirectors including Independent Directors who have wide experience in differentdisciplines of corporate functioning.
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Ms. AanchalGoenka ((DIN 07145448) retires by rotation at the ensuing Annual General Meetingand being eligible, offers herself for re-appointment. Your directors recommend herre-appointment.
In the Financial Year 2024-25, Board of Directors has appointed Mr. Harshil BVadodariya in place of Mr. Nirish Parikh as Director in the category of Non-ExecutiveIndependent Director of the company w.e.f. 13th August, 2024.
Brief details of Director proposed to be re-appointed as required under regulation 36of the SEBI Listing Regulations are provided in the Notice of Annual Generalmeeting.
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act, 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. The terms and conditions of the Independent Directors areincorporated on the website of the Company www.advancepetro.comNote: Mr. Akshat Shukla [Independent Director) is yet to undergo online proficiencyself-assessment test within the time prescribed by the IICA.
Appointment of Company Secretary and Compliance Officer
Mrs. Gurpreetkaur Bhautikkumar Munjani, a member of the Institute of Company Secretariesof India (ICSI) has been appointed as Company Secretary and Compliance Officer of theCompany at the meeting of Board of Directors held on January 31, 2025.
Cessation of Company Secretary and Compliance Officer
Mr. Mohit Asawa has resigned and thus ceases to be Company Secretary and ComplianceOfficer of the Company w.e.f. January 21, 2025. The Board places on record its sincereappreciation for the valuable services rendered by him during his tenure.
COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:Composition of Board
The Board of Directors has an optimum combination of Executive and Non-ExecutiveDirectors and Independent directors in accordance with the provisions of the Act. Thecomposition of the Board of Directors of the company as on 31st March, 2025 is as under:
Sl.
No.
Name
Designation
Executive/
Non-Executive
1.
Mr. Arvind Goenka
N on-Indep endent
2.
Mr. Pulkit Goenka
Managing Director andChairman
Executive
3.
Mrs. Aanchal Goenka
4.
*Mr. Nirish Parikh
Independent Director
5.
Mr. Akshat Shukla
6.
Mrs. Palak Tapas Relia
Non Independent
7.
*Mr. Harshil Vadodariya
*Mr. Nirish Parikh has resigned as a Non-Executive Independent Director w.e.f. 13/08/2024 and Mr.Harshil Vadodariya is appointed as a Non-Executive Independent Director in place of Mr. NirishParikh.
None of the Directors hold office in more than 20 companies and in more than 10 public companiesas prescribed under Section 165(1) of the Act. No Director holds Directorships in more than 7 listedcompanies. Further, none of the Non-Executive Directors serve as Independent Director in morethan 7 listed companies as required under the Listing Regulations. The Managing Director does notserve as an Independent Director in any listed company.
09(Nine) Board meetings were held during the year in accordance with the provisions of the Actwhere due quorum were present in each meeting. The Agenda of the board meeting and notes of theagenda are circulated to the directors well in advance. The members of the board discussed each andevery item of the agendas freely in detail. Dates of Board Meeting and No. of directors attendingmeeting are:
Sr. No
Date of meeting
No. of Directors present
1
24/05/2024
6
2
27/06/2024
3
13/08/2024
4
30/08/2024
5
08/10/2024
12/11/2024
7
31/01/2025
8
13/02/2025
9
19/03/2025
The company has an Audit Committee. The Composition of Committee is as under:
Name of Members
Member/Chairman
No. of
Meeting
entitled
Number of
meeting
Attended
01
Mr. Nirish Parikh (upto13.08. 2024)
Chairman
02
Mr. Harshil B Vadodariya(w.e.f. 13.08. 2024)
03
Mr. Akshat Arunbhai Shukla
Member
04
The composition of committee inter alia meets with the requirement of Section 177 of the CompaniesAct, 2013. During the year under review, the audit committee met 4 times on 24.05.2024, 13.08.2024,12.11.2024, and 13.02.2025. Requisite quorum was present during the meetings.
The Committee shall have discussions with the auditors periodically about internal controlsystems, the scope of audit including observation of the auditors and review of financialstatement before their submission to the Board and discuss any related issue with internal andstatutory auditors and the management of the company.
In discharging the function of the Audit Committee, the committee shall have the authority toinvestigate into any matter in relating to any terms specified in Section 177 or referred to it bythe Board and duties, authority and powers referred to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
The Committee may assign any matter of importance nature relating to the accounts, finance,taxation, inspection and investigation from time to tome and may require submitting a reportto the Board on such matters within the stipulated time.
The committee on any matter relating to financial management including audit report shallsubmit a report to the Board from time to time.
The Board has accepted all the recommendation made by the Audit Committee.
The Company has Nomination and Remuneration Committee: The Composition ofCommittee is in accordance with the Companies Act, 2013. Members of the Committee are asunder:
Number
of
Mr. Nirish Parikh (upto 13.08.2024)
Mr. Harshil B Vadodariya (w.e.f.13.08. 2024)
During the year, 2 (Two) meetings of the Nomination and Remuneration Committee wereheld i.e. on 13.08.2024 and 31.01.2025 during the Financial year 2024-25. Requisite quorumwas present during the meetings.
The Committee shall have at least the following basic responsibilities:
• To identify persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down, recommend to theBoard their appointment and removal and shall carry out evaluation of everydirector’s performance.
• To formulate and review criteria that must be followed for determining qualificationfor determining qualifications, positive attributes and independence of director.
• To recommend the Board a policy relating to the remuneration for the directors, keymanagerial personnel and other employees and to ensure compliance with theremuneration policy set forth by the Company.
• To propose to the Board the members that must form part of the Committee.
• To report on the systems and on the amount of the annual remuneration of directorsand senior management.
The Committee has Investor Grievance Committee as Stakeholders Relationship Committee.The composition of the Committee is in accordance with the Companies Act, 2013. TheComposition of the Committee is as under:
During the Financial year, 2 (Two) meetings of the Stakeholder Relationship Committee wereheld i.e. on 30.08.2024 and 08.10.2024 during the financial year 2024-25. Requisite quorumwas present during the meetings.
Basic Responsibilities of the Committee:
• Considering and resolving the grievance of shareholders of the Company with respectto transfer of shares, non-receipt of annual report etc.
• Ensuring expeditious share transfer process in line with the proceedings of the ShareTransfer Committee.
• Evaluating performance and service standards of the Registrar & Share TransferAgent of the Company.
• Providing guidance and making recommendation to improve service levels forinvestors.
Details of the Meeting and its attendance are given as under:
Board
Audit
Committee
Nomination &
Remuneration
Stakeholders
Relationship
No. of Meetings held
Attendance
Mr. Nirish Parikh (upto13.08.2024)
0
-
Mr. ArvindGoenka
Ms. AanchalGoenka
Ms. Palak Relia
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annualperformance evaluation of its own performance, the directors individually as well as theevaluation of the working of its Audit, Nomination & Remuneration and StakeholdersRelationship Committee.
Various aspects of the Board’s functioning were evaluated such as adequacy of thecomposition of the Board and its Committees, Board culture, execution and performance ofspecific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board, who were evaluated on parameters such as level ofengagement and contribution, Independence of judgment, safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.
The Company has received necessary declarations from all Independent Directors of theCompany in accordance with the provisions of Section 149(7) of the Companies Act, 2013confirming that they meet the criteria of independence as prescribed under Section 149(6) ofthe Companies Act, 2013.
Note: All Independent Directors of the company are registered with the Indian Institute ofCorporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section150(1) of the Companies Act, 2013 But Mr. Akshat Shukla (Independent Director) is yet toundergo online proficiency self-assessment test within the time prescribed by the IICA.
The Company has received the disclosure in Form DIR - 8 from its Directors beingappointed or re-appointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules, 2014.
The remuneration paid to Directors, Non-Executive Directors and Independent Directors aredisclosed in the Extract to the Annual Return i.e. MGT — 9 as available on the website of thecompany at www.advancepetro.com
Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 ofthe Companies (Meeting of Board and it powers) Rules, 2014, the Company has adoptedWhistle Blower Policy/Vigil Mechanism for directors and employees to report concernsabout unethical behavior, actual or suspected fraud or violation of the Code of Conduct. Italso provides for adequate safeguards against victimization of directors /employees who availof the Mechanism.
The Company affirms denied access to the Audit Committee. To ensure proper functioningof vigil mechanism the Audit Committee of the Company on quarterly basis take note of thesame.
Company has vigil mechanism in force to deal with instances of fraud and mismanagement ifany. The mechanism ensures that strict confidentiality is maintained whilst dealing with theconcern and also that no discrimination will be meted to any person for a genuinely raisedconcern. The Chairman of the Audit Committee may also be contacted by employees toreport any suspected or concerned incident of fraud / misconduct.
The detail of the Policy has been posted on the website of the Company.
During the year there are no issue of equity shares with differential rights, no issue of sweatequity shares, no issue of employee stock options and no provision of money by company forpurchase of its own shares by employees or by trustees for the benefit of the employees, thedetails required to be given under various rules issued under the Companies Act 2013 is NIL.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder; the company had appointed M/s. Patawari & Associates, Company Secretariesto undertake the Secretarial Audit of the Company for the financial Year ended March 31,2025. The secretarial Report has been annexed as ‘Annexure — B’ to the Directors’ Report.
Towards the SEBI circular on 100% ofpromoters holding in demat form, the company has only 7.61% ofpromoter’s holding in dematform.
Reply: Your directors submit that some of the promoters are in active promoter andtwo are of death case. For others, promoters are in touch with the R & T of theCompany for issue of consolidated /duplicate share certificate. The shares of thecompany are being demat on the receipt of the consolidated Share Certificate basisand the same is under process.
As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules madethereunder (hereinafter referred to as “The Act”), the Company at its 35th Annual GeneralMeeting(‘AGM”) held on 30th December, 2020 approved the appointment of M/s. Suresh R.Shah & Associates Chartered Accountants (Firm Registration Number: 110691W) asStatutory Auditor for a period of 5 years commencing from the conclusion of 35th AGM tillthe conclusion of the 40th AGM to be held in this year.
There is no qualification or adverse remarks made by the auditors in their report.
At the 40th Annual General Meeting of the Company for the year ended on 31st March, 2025M/s. Suresh R. Shah & Associates, Chartered Accountants (Firm Registration No.110691W)be and are hereby reappointed as Auditors of the Company for a 2N Term of 5 (five)consecutive years from the conclusion of ensuing Annual General Meeting till the conclusionof the 45th Annual General Meeting to be held in 2030, at such remuneration as may be fixed
by the Board of Directors in consultation with Audit Committee and the said Auditors. Interms of MCA notification ratification is not required at each annual general meeting.
During the year under review, the Statutory Auditor in their report have not reportedany instances of frauds committed in the Company by its Officers or Employees undersection 143(12) of the Companies Act, 2013.
The Board of Directors has re-appointed Tibrewal Bhagat & Associates, CharteredAccountants, (M.No. 125173) as Internal Auditors of the Company. The Audit Committee ofthe Board of Directors in consultation with the Internal Auditors formulates the scope,functioning periodicity and methodology for conducting the internal audit.
The Company has adopted a policy for prevention of sexual harassment at the workplace, inline with the requirements of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 (“POSH Act”). An Internal Complaints Committee(“ICC”) has been duly constituted as per the provisions of the POSH Act to redresscomplaints regarding sexual harassment at the workplace.
Pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(x) ofCompanies (Accounts) Rules,2014, no case has been reported during the year under review.
Particulars of investment made, loans given etc are given in the financial statement (Pleaserefer to Note 6 and 7 to financial statement. The Company has not provided any guaranteefor the loans availed by others. The Company has not provided any security for the loansavailed by others.
Our industry is not heavy consumer of energy, further during the year under review thecompany made efforts to conserve energy through reduction consumption, the company willcontinue to endeavor of conserve energy and use it more efficiently. Particulars of Energyconservation and its use is given below:
Particulars
2024 - 2025
2023 - 2024
Electricity Purchase- Unit
654932
729149
Total Amount (Rs.)
6882538.74
7446038.92
Rate per unit (Rs.)
10.51
10.21
Company is having its own research & development facilities. The process of development isa continuous process resulting in development of new & import substitute products.Company is taking all appropriate measures to absolve the technology in its area of operation.
Particulars of Foreign exchange earnings and outgo is provided in the notes to theaccounts. Members are requested to refer the same.
The Company has no employee drawing the remuneration of One Crore and two Lakhrupees or more or if employed for the part of the financial year was in receipt ofremuneration of Eight lakh fifty thousand Rupees or more per month.
However the information required pursuant to Section 197read with Rule, 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respectof employees of the Company, is provided in Annexure C to the report.
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015with the Stock Exchange, the Management Discussion and Analysis report form part of theAnnual Report and is annexed herewith as Annexure D.
The company’s policy relating to appointment of directors, payment of managerialremuneration, directors’ qualifications, positive attributes, independence of directors andother related matters as provided under Section 178(3) of the Companies Act, 2013 isfurnished in Annexure — E and is attached to this report.
Your Company has not accepted any deposits which fall under Chapter V and Section 73 toSection 76 of the Companies Act, 2013.
During the year under review, there were no applications made or proceedings pending underthe Insolvency And Bankruptcy Code, 2016.
The Company has not made any one-time settlement for loans taken from the Banks orFinancial Institutions, and hence the details of difference between amount of the valuationdone at the time of one-time settlement and the valuation done while taking loan from theBanks or Financial Institutions along with the reasons thereof is not applicable.
The Company affirms that it has duly complied with all provisions of the Maternity BenefitAct, 1961, and has extended all statutory benefits to eligible women employees during theyear.
40th Annual General Meeting
Venue
Plot No. 167, Pirana Road, Village: Piplej,Ahmedabad
Date
September 30, 2025
Time
02:00 P.M.
Book Closure
From 24.09.2025 to 30.09.2025 (both daysinclusive)
Your Company is currently listed with BSE Ltd. The company has paid listing fees for theyear 2024-2025.
ISIN of the Company: INE334N01018
The company has appointed M/s. Bigshare Services Private Limited, A-802, SamudraComplex, off C G Road, Navrangpura, Near Girish Cold Drinks Ahmedabad 380009, GujaratIndia.as Registrar and Transfer Agents for electronics shares. The average time taken intransfer of shares is 15 days provided documents are correct and valid in all respect. Thedepositories directly transfer the dematerialized shares to the beneficiaries.
Your Directors wish to place on record their deep sense of gratitude to Banks for theircontinued support and cooperation. Our sincere thanks are also due to our esteemedcustomers, suppliers and finally to employees of the Company for their untiring efforts andcommitment to their duties.