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Annualreport201920.Pdf To emerge as a dominant petrochemical player in the north-east region, providing value to stakeholders, offering best-in-class products & services, contributing to economic growth while remaining environmentally conscious. To establish significant presence in the north-east region in petrochemical sector by way of production / sourcing and marketing of quality products, deploying efficient distribution and marketing channels to cater to the needs of target customers. BOARD OF DIRECTORS Dr. Ashutosh Karnatak Shri B C Tripathi Chairman (up to 22.03.2020) Chairman Director (up to 20.05.2020) (up to 31.07.2019) Shri Manoj Jain Chairman (w.e.f. 23.03.2020) Shri A K Singh Shri R K Dutta Shri Kashi Nath Jha Managing Director (w.e.f. 20.09.2019) (up to 26.01.2020) Smt. Aparna S Sharma Dr. K K Dwivedi, IAS Shri Ravi Capoor, IAS (up to 18.08.2019) (w.e.f. 08.08.2019) (up to 07.08.2019) Shri Reep Hazarika Managing Director (w.e.f. 01.02.2020) Shri S K Barua Shri Harish Madhav Shri Pranjit Deka (w.e.f. 16.03.2020) (up to 29.02.2020) Shri Pruthiviraj Dash Director (Finance) Shri M V Ravi Someswarudu Shri Saumitra Sarkar Dr. Chitralekha Mahanta (w.e.f. 22.05.2020) (w.e.f. 21.11.2019) (up to 08.06.2019) Notice 4 Chairman’s Statement 11 Directors’ Report 13 Management Discussion and Analysis Report 30 Report on Corporate Governance 43 Disclosure of particulars of contracts / arrangements with related parties 53 Extract of Annual Return 56 Annual Report on CSR activities 63 Secretarial Audit Report 64 Corporate Governance Compliance Certificate 69 Independent Auditors' Report 70 Balance Sheet 80 Statement of Profit & Loss 82 Statement of changes in Equity 83 Notes to the Financial Statements 84 Cash Flow Statement 126 Comments of Comptroller & Auditor General of India 127 | 2 | Corporate Identity No. (CIN) U11101AS2007GOI008290 Bankers State Bank of India Axis Bank Limited • Corporate Accounts Group Branch 4th Floor, Air Conditioned Market Building 4th & 5th Floor 1, Shakespeare Sarani Parsvnath Capital Tower Kolkata – 700 071 Bhai Veer Singh Marg, Gole Market, New Delhi- 110001 ICICI Bank Limited Registered Office: ICICI Bank Tower • Lepetkata Branch, Near Chakli Circle, Old Padra Road PO- Barbaruah, Dibrugarh- 786007 Vadodara – 390 007 Statutory Auditors Internal Auditors M/s RKP Associates M/s Batliboi & Purohit Chartered Accountants Chartered Accountants Sarwam – 1st Floor National Insurance Building Janiganj Bazar 204, Dadabhoy Naoroji Road Silchar 788001 Fort, Mumbai-400001 Secretarial Auditors Cost Auditors M/s Narayan Sharma & Associates M/s Subhadra Dutta & Associates Master Enclave, Udayachal Path House No. 29, Krishnanagar, Christian Basti, Guwahati-781005 Chandmari, Guwahati 781003 Registered Office House No. 6, Bhuban Road, Uzanbazar, Guwahati, Assam - 781001 BCPL Petrochemical Complex Lepetkata P.O. - Barbaruah District-Dibrugarh Assam-786007 | 3 | NOTICE Notice is hereby given that the Thirteenth Annual General Meeting of the Company will be held on Friday, the 25th day of September, 2020 at 3.00 p.m. through video conference (VC)/other audio visual means (OAVM) to transact the following business- As Ordinary Business Loss Account for the year ended on that date, the Board’s Report, the Statutory Auditors’ Report 1. andTo receive, the comments consider of and the adoptComptroller the audited & Auditor Balance General Sheet of as India at 31st thereon. March, 2020, the Profit and 2. To appoint a Director in place of Dr K K Dwivedi (DIN 07632374) who retires by rotation, and being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Shri Manoj Jain (DIN 07556033), who retires by rotation, and being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Shri R K Dutta (DIN 00205669) who retires by rotation, and being eligible, offers himself for re-appointment. 5. To authorise the Board of Directors of the Company to fix the remuneration of the Statutory orAuditors re-enactment for the thereof financial for theyear time 2020-21 being inin force) terms and of tothe pass provisions the following of Section resolution, 142 withof the or Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) without“RESOLVED modification, THAT the asBoard an Ordinary of Directors Resolution: of the Company be and is hereby authorised to fix the remuneration of the Statutory Auditors as appointed by the Comptroller and Auditor General of India for the financial year 2020-21.” As Special Business 6. To consider, and if thought fit, to pass with or without modification, the following resolution as an“RESOLVED Ordinary Resolution:THAT in accordance with the provisions of Section 160 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Kashi Nath Jha (DIN 08568206), who was appointed as an Additional Director w.e.f. 20.09.2019 be and is hereby appointed as a Director of the Company, liable to retire by rotation.” 7. To consider, and if thought fit, to pass with or without modification, the following resolution as an“RESOLVED Ordinary THATResolution: in accordance with the provisions of Section 160 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Saumitra Sarkar (DIN 08401917), who was appointed as an Additional Director w.e.f. 21.11.2019 be and is hereby appointed as a Director of the Company, not liable to retire by rotation.” | 4 | 8. To consider, and if thought fit, to pass with or without modification, the following resolution as an“RESOLVED Ordinary Resolution:THAT in accordance with the provisions of Section 160 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Reep Hazarika (DIN 08667195), who was appointed as an Additional Director w.e.f. 01.02.2020 be and is hereby appointed as a Director of the Company, not liable to retire by rotation.” 9. To consider, and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 160 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Harish Madhav (DIN 08489650), who was appointed as an Additional Director w.e.f. 16.03.2020 be and is hereby appointed as a Director of the Company, liable to retire by rotation.” 10. To consider, and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 160 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri M V Ravi Someswarudu (DIN 07309877), who was appointed as an Additional Director w.e.f. 22.05.2020 be and is hereby appointed as a Director of the Company, liable to retire by rotation.” 11. To consider, and if thought fit, to pass with or without modification, the following resolution as “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the an Ordinary Resolution: Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) remuneration amounting to ₹55,000/-(Rupees Fifty-five Thousand only) plus applicable tax & re-imbursement of travelling and out–of– pocket expenses at actual payable to M/s Subhadra Dutta & Associates, appointed by the Board of Directors for conduct of cost audit of the cost records of the Company for the financial year 2020-21, be and is hereby ratified. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things and take all such steps as may be necessary to give effect to this resolution.” 12. To consider and, if thought fit, to pass, with or without modification, the following resolution as a“RESOLVED Special Resolution: THAT pursuant to the provisions of Section 13, 14 and all other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force ) and to bring the existing Memorandum of Association and Articles of Association in conformity with the Companies Act, 2013, the existing Memorandum of Association and Articles of Association of the Company be and is hereby replaced with the new set of Memorandum of Association and Articles of Association and the said new Memorandum of Association and Articles of Association be and is hereby approved | 5 | and adopted as the Memorandum of Association and Articles of Association of the Company in place of, in substitution and to the entire exclusion of the existing Memorandum of Association and Articles of Association of the Company.” nd September, 2020 By Order of the Board Dated : 2 Sd/- Place : Guwahati (Ruli Das Sen) Company Secretary Notes (i) Due to the on-going COVID-19 pandemic and social distancing norms, and pursuant to MCA Circular No. 14/2020 dated April 08, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020, the 13th Annual General Meeting will be conducted through VC/OAVM and members can attend and participate in the AGM through VC/OAVM only.
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