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Apcotex Industries Ltd.

BSE: 523694 Sector: Others
NSE: APCOTEXIND ISIN Code: INE116A01024
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VOLUME 958
52-Week high 435.00
52-Week low 181.50
P/E 18.09
Mkt Cap.(Rs cr) 678.82
Buy Price 0.00
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Sell Price 327.30
Sell Qty 20.00
OPEN 332.00
CLOSE 332.10
VOLUME 958
52-Week high 435.00
52-Week low 181.50
P/E 18.09
Mkt Cap.(Rs cr) 678.82
Buy Price 0.00
Buy Qty 0.00
Sell Price 327.30
Sell Qty 20.00

Apcotex Industries Ltd. (APCOTEXIND) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting to you the Thirtieth Annual Report of theCompany and the Audited Statements of Accounts for the year ended 31st March 2016.

A. COMPANY PERFORMANCE

FINANCIAL HIGHLIGHTS

Particulars 2015-16 2014-15 Growth %
(Rs. In Lacs) (Rs. In Lacs)
GROSS SALES 29772.38 39114.46 (23.88)
Gross Profit Before Depreciation Finance cost and Tax but 4479.20 4704.83 (4.88)
after prior years' adjustments Less: a) Depreciation 894.44 897.71
b) Finance Cost 242.01 324.26
Profit Before Tax 3342.75 3482.85 (4.02)
Less : a) Provision for Tax 966.13 1018.50
b) Adjustment for (90.48) (3.71)
Deferred Tax Liability
Profit After Tax 2467.10 2468.06 (0.04)
Add: Balance brought forward from the Previous Year 3930.83 3136.36
Disposable Profit

Recommended Appropriations:

6397.93 5604.42 14.16
a) Dividend 933.21 725.83 28.57
b) Tax on Dividend 189.98 147.77 28.57
c) Transfer to General Reserve 800.00 800.00
Balance carried forward to Balance Sheet 4474.73 3930.83
6397.93 5604.42

DIVIDEND

Your Directors have recommended a dividend @ Rs. 4.50 (Rupees Four and fifty paise)(Previous year Rs.7/- (Rupees Seven)) per Equity Share of Rs.5/- each on expanded sharecapital on issue of Bonus shares in the ratio of 1:1 for the financial year 2015-16.Dividend if approved will absorb a sum of Rs. 1123.19 lacs (including DividendDistribution Tax of Rs.189.98 lacs) out of the net profits after tax as above and will bepaid to those shareholders whose names appear on the Register of Members on Monday 1stAugust 2016.

BONUS SHARES

The Company has allotted 10368992 fully paid-up equity shares of face value ofRs.5/- each in September 2015 to the shareholders of the Company in the proportion of 1:1as Bonus shares and consequently the number of shares increased from 10368992 shares to20737984 shares.

TRANSFER TO RESERVE

The appropriations for the year are:

Rupees in lacs
Particulars Year ended 31st March 2016
Net Profit after tax for the year 2467.10
Balance of Reserve at the beginning of the year 2403.72
Transfer to General Reserve 800.00
Balance of Reserve at the end of the year 3203.72

B. MANAGEMENT DISCUSSION AND ANALYSIS

The company manufactures and markets a range of Emulsion Polymers - Synthetic Latexesand Synthetic Rubber.

I. CURRENT SCENARIO.

Your Company is one of the leading producers of polymer products namely SyntheticLatexes (Vinyl Pyridine Latex Carboxylated Styrene Butadiene Latex Styrene AcrylicLatex Nitrile Latex etc.) and also Synthetic Rubber (High Styrene Rubber) in India. TheCompany has one of the broadest ranges of products in the industrial segments and catersto a wide range of industries.Company's Synthetic Latexes products are used among otherapplications for tyre cord dipping paper and paperboard coating carpet backingconcrete modification/water proofing non-wovens textile finishing paints etc.Variousgrades of Synthetic Rubberfind application in products such as footwear automotivecomponents moulded items v-belts conveyor belts hoses etc.

The Company's major raw materials are petrochemical products and its business could bevulnerable to high volatility in the prices of crude oil and its downstream products.

Over the years a number of steps have been taken by the management to improve theoperational efficiency of the Company in different functions like marketing humanresource development production process utilities etc.

Your company is recipient of Total Productive Maintenance (TPM) Excellence inConsistent TPM Commitment Award- Category A by the Japan Institute of Plant Maintenance(JIPM). TPM has helped the company significantly in improving efficiencies in plant and inoperations and rationalizing costs. Your Company has successfully completedre-certification of the integrated ISO 9001 ISO 14001 and OHSAS 18001.Your company hasalso successfully completed recertification by Indian Chemical Council (ICC) to usethe“Responsible Care” logo.

II. OPERATIONS DURING THE FINANCIAL YEAR 2015-16.

During the year the Company achieved Gross Value Sales of Rs.29772.38 lacsregistering a negative growth of 23.88 % compared to that of the preceding year. Thecompany exported its products worth Rs.3627 lacs. The major reason for reduction inRevenue is due to of adjustment of lower prices of oil and oil derivatives. Volumes werealso affected due to lower petrochemical prices in Europe leading to lower exports andhigher imports into India from Europe.

There was a continuous thrust from the management to develop a strong research anddevelopment and technical service team to develop new products for export markets explorenew applications and understand better the changing customer needs.

Profit before tax registered a negative growth of 4% to Rs.3342.75 lacs as compared toRs 3482.85 lacs during the previous year due to lower volume sales. Inspite of thechallenging year EBITDA decreased by only 4.9% from Rs 4704.83 lacs in the previous yearto Rs 4479.20 lacs during the financial year 2015-16.

Profit after tax stood at Rs.2467.10 lacs as compared to Rs.2468.06 lacs in theprevious year.

The Balance Sheet of the Company is also quite healthy with Debt/Equity ratio of 0.2reasonable Working Capital cycle and Cash/Liquid Investments valued at Rs.27 crore basedon NAV as on 31st March 2016.

Your Directors consider Company's performance as satisfactory.

III. ACQUISITION & MERGER

The Company has acquired 100% Shareholding (16099272) of Omnova Solutions IndiaPrivate Limited on 5th February 2016 from Omnova Solutions India France Holding SAS andOmnova Solutions SAS France.

The name of wholly owned subsidiary company has been changed to Apcotex Solutions IndiaPrivate Limited on 5th March 2016. The subsidiary is a Manufacturer of Nitrile ButadienesRubber (NBR) Nitrle-PVC Polyblend Nitrile Powder Specialty Latexes & High StyreneRubber (HSR).

The Board of Directors of your Company on 22nd April 2016 has approved the Scheme ofAmalgamation of Apcotex Solutions India Private Limited with the Company from 31st March2016. Your Company has already made an application to Stock exchanges for their consentbefore filing petition before Honorable High Court (Bombay).

Consolidated financial statements of the Company which are prepared in accordance withthe provisions of Section 129(3) of the Companies Act 2013 forms part of this AnnualReport. Further a statement containing the salient features of the financial statement ofsubsidiary company in the prescribed format AOC - 1 is appended as Annexure VIII to theBoard's report. The statement also provides the details of performance and financialposition of subsidiary company.

IV. OUTLOOK.

In light of the acquisition and subsequent merger the Company expects FY 2016-17 to bean exciting year in spite of a few challenges. Besides integration of the Subsidiary theCompany will also explore introducing new products and focusing on exports as short termfuture growth drivers for the Company. In the medium to long term the Company is exploringadding new capacities for current products new adjacent businesses as well asopportunities for inorganic growth.

With the Company's continuous endeavour to enhance efficiencies at all levels andfunctions your Directors view the prospects for the financial year 2016-17 with cautiousoptimism.

V. RISKS AND CONCERNS.

The Company has laid down a well-defined Risk Management Framework covering the riskrisk exposure potential impact and risk mitigation process. Major risks identified by thebusiness and functions are systematically addressed through mitigating actions oncontinuing basis. These are discussed at the meetings of the Audit Committee and the Boardof Directors of the Company.

The Company has formed Internal Risk Management Committee which periodically reviewsall the risks in the organisation and identifies risk areas monitors and reports thecompliance and effectiveness of the policy and procedure to the Audit Committee and Board.

The Audit Committee and Board review the risks and suggest steps to be taken to controland mitigate the same through a properly defined framework.

The Company's Board of Directors perceives the following risks as high risks areas:-

1. Currency / Foreign Exchange Risks

2. Procurement Risks

3. Business Risks

Major risks arise from the main raw materials viz.

Styrene Acrylonitrile and Butadiene. There is an availability risk associated withall since Styrene and Acrylonitrile are not manufactured in the country and are 100%imported. Butadiene is currently consistently available from only one manufacturer in thecountry even though there are two other manufacturers. One more manufacturer is expectedto start production this year. No hedging instruments are available to hedge theiravailability and price volatility risk and therefore the company manages the availabilityrisks partly by monitoring overseas supplies and partly by varying inventory levels.

Hedging is available for Currency / Foreign Exchange risks and is resorted toselectively.

Some of the major raw materials are hazardous and inflammable. The Company has ensuredthat required Safety equipment and infrastructure are in place as per statutes and globalsafety standards. Your company is also certified for ISO 14001 and OHSAS 18001 whichaddress Environmental and Safety Systems and processes. In addition all the safetymeasures like safety committee's constant supervision periodical drills risks awarenessprograms appropriate treatment of effluents generated are regularly taken with constantattention from senior level of the management.

The Company has also insured its assets loss of profits and standing charges forinsurable risks.

VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY.

Internal checks and controls covering operations of the Company are in place and areconstantly being improved upon. Adequate system exists to safeguard company's assetsthrough insurance on reinstatement basis and maintenance of proper records. The companyhas well defined procedures to execute financial transactions.

Internal audit is being conducted by an Independent firm of Chartered Accountants. Theinternal auditor monitors and evaluates the efficiency and adequacy of internal controlsystem in the organisation its compliance with operating system accounting proceduresand policies of the Company. Based on the observations of the internal auditor theprocess owners undertake the corrective action in their respective areas. Significantaudit observations and corrective actions thereupon are presented to the Audit Committee.

The Partners of both Statutory and Internal Auditor attend all the Audit Committeemeetings.

VII. DEVELOPMENT OF HUMAN RESOURCE / INDUSTRIAL RELATIONS.

The company continuously monitors its Human Resource requirement to ensure that it hasadequate human skills commensurate with its needs.

Cordial relations exist between the employees at various levels and the management.

To upgrade human skills and improve their efficiencies the company continuouslyorganizes workshops on different management areas and also deputes employees to externalworkshops and seminars.

CAUTIONARY STATEMENT.

Statement in this Management Discussion and Analysis describing the Company’sobjectives projections estimates expectations or predictions may be“forwardlooking statements” within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed or implied.Important factors that could make a difference to the company’s operations includeraw material availability and prices cyclical demand movements in company’sprincipal markets changes in Government regulations tax regimes economic developmentswithin and outside India and other incidental factors.

C. WIND POWER

The Wind Turbine Generator installed at Sadawaghapur Taluka - Patan District SataraMaharashtra has generated gross revenue of about Rs.95.05 lacs during the financial year(previous year Rs.102.13 lacs) and same is netted-off against the power cost.

D. DISCLOSURES UNDER COMPANIES ACT 2013

I. ENERGY TECHNOLOGY & FOREIGN EXCHANGE

Information sought under the provisions of Section 134 (3) (m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regarding conservation ofenergy technology absorption and foreign exchange earnings and outgo are given in theAnnexure I forming part of this report.

II. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return is enclosed in AnnexureII.

III. CHANGES IN THE SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2016 was Rs.1036.90 lacs comprisingof 20737984 equity shares of Rs.5/- each. During the year under review the Company hasallotted 10368992 equity shares as Bonus Shares in the ratio of one equity shares ofRs. 5/- each fully paid for each shares held in the Company.

IV. NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the Company / businesspolicy and strategy apart from other Board business. During the financial year underreview the Board of Directors met 6 (six) times.The intervening gap between the meetingswas within the period prescribed under the Companies Act 2013.

The details of the Board meetings and the attendance of Directors are provided in theCorporate Governance Report.

V. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. M G Patel Mr. Kamlesh Vikamsey Mr. GirishChoksey and Mrs. Priyamvada Bhumkar. Mr. M G Patel is the Chairman of the Committee. Mr.M G Patel Mr. Kamlesh Vikamsey and Mrs. Priyamvada Bhumkar are the Non-ExecutiveIndependent Directors. More details on the committee are given in the Corporate GovernanceReport.

All the recommendations of the audit committee are accepted by the Board.

VI. BOARD INDEPENDENCE

The definition of Independence of Directors is derived from Regulation 16 (1) (b) ofSEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013. Based on theconfirmation / disclosures received from the Independent Directors under Section 149(7) ofthe Companies Act 2013 and on evaluation of the relationships disclosed the followingNon-Executive Directors are Independent in terms of 16 (1) (b) of SEBI (LODR) Regulations2015 and Section 149(6) of the Companies Act 2013;

1. Mr. M G Patel

2. Dr. S. Sivaram

3. Mr. Shailesh Vaidya

4. Mr. Kamlesh Vikamsey

5. Mrs. Priyamvada Bhumkar

In compliance with Schedule IV of the Companies Act 2013 and Rules thereunder theIndependent Directors met on 16th May 2016 and discussed issues as prescribed under theschedule IV of the Companies Act 2013 and also discussed various other issues.

VII. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act 2013 and Regulation 19 (4) read with Schedule IIPart - D of SEBI (LODR) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of Committees. A structured questionnaire was prepared after taking intoconsideration inputs received from the Nomination & Remuneration Committee memberscovering various aspects of the Board's functioning such as adequacy of composition ofBoard and Committees Board communication timeliness and unbiased information of rightlength and quality of information Board culture execution and performance of specificduties 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 attendanceand participation in the discussion and deliberation at the meeting understanding roleand responsibilities as board member demonstration of knowledge skill and experiencethat make him/her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non-Executive Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.

VIII. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy of the Company for Directors Key ManagerialPersonnel (KMP) and Senior Personnel of the Company is enclosed as Annexure III to thisReport.

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies ( Appointment) and Remunerationof Managerial Personal) Rules 2014 is enclosed as Annexure IV(A) to this report.

IX. COMMENTS ON AUDITORS REPORT

There are no qualifications reservations or adverse remarks on disclaimers made byM/s. Kalyaniwalla & Mistry Chartered Accountant Statutory Auditors in their reportand by Mr. Mahesh Hurgat Company Secretary in Practice in his Secretarial Audit report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company during the year under review.

X. RELARTED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis and are incompliance with the applicable provisions of the Companies Act 2013 and the SEBI (LODR)Regulations 2015. There are no materially significant related party transactions enteredinto by the Company with Promoters Directors or Key Managerial Personnel etc. which mayhave potential conflict with the interest of the company at large.

All new related party transactions are first approved by the Audit Committee andthereafter placed before the Board for their consideration and approval. A statement ofall related party transactions is presented before the Audit Committee meeting onquarterly basis specifying the nature value and terms and conditions of thetransactions.

The particulars of Contracts or arrangements with related parties referred to inSection 188(1) read with Rule 15 of The Companies (Meetings of Board andIts Powers) Rules2014 is appended to this report in prescribed Form AOC 2 as Annexure V .

The Related Party Transaction Policy as approved by the Board is uploaded on thecompany's website at the following web link http://apcotex.com/policies/ Related PartyTransaction Policy.pdf

XI. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

XII. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and Employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport annexed to this Report.

XIII. CORPORATE GOVERNANCE

The Company has always strived to adopt appropriate standards for good CorporateGovernance.

Detailed report on the Corporate Governance and Management Discussion Analysis formpart of this report. A certificate from the Practicing Company Secretary regardingcompliance of conditions of Corporate Governance as stipulated under Regulation 34 (3)read with Schedule V of SEBI (LODR) Regulations 2015 is annexed to the said Report.

E. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee incompliance with

Section 135 of the Companies Act 2013. The CSR committee was constituted by the Boardof Directors of the Company at its meeting held on 26th April 2014. On the recommendationof the CSR committee the Board has approved the CSR policy of the Company which ispublished on the Company's website.

The Company has under taken projects in the areas of Healthcare Education andVocational Training for village women and social projects around the area surrounding thefactory.

CSR committee planned more health check-up camp distance education kits for remotelylocated schools in Adivasi settlements etc. around the plant area which couldnotbecompleted as planned during the financial year 2015-16 resulting into shortfall in CSRspent to the extent of Rs. 16.58 lacs.

The details of CSR activities as required under Section 135 of the Companies Act 2013are provided in CSR Report which is annexed herewith as Annexure VI.

F. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The company has conducted the Familiarisation program for Independent Directorsappointed during the year. The Program aims to provide insights into the Company to enablethe Independent Directors to understand its business in depth to familiarize them withthe process business and functionaries of the Company and to assist them in performingtheir role as Independent Directors of the Company. The Company's Policy of conducting theFamiliarisation Program has been disclosed on the website of the Company athttp://apcotex.com/policies/ Familiarisation of Independent Directors.pdf

G. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirement of the SEBI (Prohibition of Insider Trading) Regulations 2015. The insidertrading policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with the shares of the Company. The policy has beenformulated to regulate monitor and ensure reporting of deals by employees and maintainthe highest ethical standards of dealing in Company securities.

H. INTERNAL FINANCIAL CONTROLS

The Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detention of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

I. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

I. That in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

II. That they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period;

III. That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

IV. That they have prepared the annual accounts on a going concern basis;

V. That they have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively; and

VI. That they have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

J. DISCLOSURE IN TERMS OF THE SEXUAL HASSASMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company takes all necessary measures to ensure a harassment free workplace and hasinstituted an Internal Complaints Committee for redressal of complaints and to preventsexual harassment. No complaints relating to sexual harassment were received during theyear.

K. FIXED DEPOSITS MATURED BUT NOT CLAIMED

Company has no Fixed Deposits at the end of the financial year. The Central Bureau ofInvestigation (CBI) has instructed the Company not to repay the proceeds of four fixeddeposits amounting to Rs.48000/- and accrued interest of Rs.22491/- thereon. Thesedeposits matured during the first week of December 2002 and continue to remain with theCompany.

L. PARTICULARS OF CORPORATE GAURANTEE

The Company has given corporate guarantee in favour of the Standard Chartered Bank fora maximum principal amount of Rs 50 Crores on behalf of Apcotex Solutions India PrivateLimited for credit facilities provide by bank to wholly owned subsidiary company.

M. INSURANCE

All insurable assets of the Company including inventories buildings plant andmachinery etc. as also liability under legislative enactments are insured onreinstatement basis after due valuation of assets by an external agency. The Company alsoholds a Loss of Profit Policy for the financial year 2016-17.

N. ECOLOGY AND SAFETY

Company ensures safe healthy and eco-friendly environment at its plant and surroundingarea. Company continually works towards identification and reduction of risks andprevention of pollution at its plant and its surroundings.

Members of the Safety Committee of the Company's Taloja Plant have been regularlyreviewing the safety measures and their implementation to ensure adequate safety inmaterial handling and processing control of pollution caused by liquid effluents dustand emissions from chimney etc. Samples are periodically drawn and the reports submittedto the Pollution Control Board indicating compliance with the standards.

Necessary application for renewal of consent to operate the plant at Taloja has beenmade to Maharashtra Pollution Control Board consent of which is awaited.

O. PERSONNEL

The information required under Section 197 of the Companies Act 2013 and read withRule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given in Annexure IV (B).

P. DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Appointment:

Mr. Y B Gadgil (DIN 07353169) was appointed as additional director of the Company byBoard of Directors at their meeting held on 6th February 2016. He wouldtherefore hold office upto the conclusion of the ensuing annual general meeting.

Mr. Y B Gadgil qualifies to be an Executive Director and his appointment has beenrecommended by the Nomination and Remuneration Committee. Accordingly it is proposed toappoint Mr. Y B Gadgil as an Executive Director for a period of 3 (Three years).

He posseses the appropriate skills experience and knowledge inter alia in the field ofProjects Plant Maintenances Production & Marketing.

The background of the Director(s) proposed for appointment/reappointment is given underthe Corporate Governance section of the Annual Report.

II. Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act 2013 andArticles of Association of the Company Mr. Atul Choksey (DIN00002102) will retire byrotation at the ensuing Annual General Meeting of the Company and being eligible offerhimself for reappointment. The Board recommends his reappointment.

The background of the Director(s) proposed for appointment/re-appointment is givenunder the Corporate Governance section of the Annual Report.

Q. AUDITORS

I. Pursuant to provisions of Section 139(1) of the Companies Act 2013 M/s.Kalyaniwalla & Mistry Chartered Accountants (Firm Registration no. 104607W) wereappointed as Statutory Auditors of the Company to hold the office till the conclusion ofthe Annual General Meeting during the year 2018 subject to ratification at every AnnualGeneral Meeting.

The Company has received letter from the Statutory Auditors to the effect that theirappointment if made would be within the prescribed limit under Section 141 (3) (g) ofthe Companies Act 2013 and that they are not disqualified from the appointment.

Your Board recommends the ratification of appointment of M/s. Kalyaniwalla &Mistry Chartered Accountants (Firm Registration no. 104607W) Mumbai as StatutoryAuditors of the Company for the financial year 2016-17 and to hold the office till theconclusion of the next Annual General Meeting during the year 2017.

II. Pursuant to provisions of Section 204 of the Companies Act 2013 the Board ofDirectors have appointed Mr. Mahesh Hurgat Practicing Company Secretary to conduct theSecretarial audit and his Report on the Company's Secretarial Audit is appended to thisReport as Annexure VII.

R. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer of the Company pursuantto the Regulation 17 (8) read with Schedule II of SEBI (LODR) Regulations 2015 for thefinancial year under review was placed before the Board of Directors of the Company at itsmeeting held on 16th May 2016.

S. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to StateBank of India Standard Chartered Bank various departments of State / Central Governmentand local authorities for their continued guidance and support.

We would also like to place on record our sincere appreciation for the commitmentdedication and hard work put in by every member of the Apcotex family. To allshareholders we are deeply grateful for the confidence and faith that you have alwaysreposed in us.

The accompaning Annexure I to VIII are an integral part of this Directors' Report.

FOR AND ON BEHALF OF THE BOARD

ATUL C CHOKSEY

DIN00002102

CHAIRMAN

Mumbai: 16th May 2016

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