APM Industries Ltd.
|BSE: 523537||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE170D01025|
|BSE LIVE 13:52 | 07 Dec||62.75||
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||135.54|
|Mkt Cap.(Rs cr)||135.54|
APM Industries Ltd. (APMINDS) - Director Report
Company director report
TO THE MEMBERS
Your Directors have pleasure in presenting the 40th Annual Report and Audited Accountsfor the year ended on March 31 2014.
(Rs. In lacs)
During the year 2013-14 the production of Synthetic Blended Yarn increased to 185 lackg from 166 lac kg in 2012-13 up 11% and the net revenue increased 5% from Rs.293 croresto Rs.307 crores. Your company achieved a net profit Rs.21.42 crores in 2013-14 which isslightly lower than last year due to provision of deferred tax liability. The earnings pershare for the year 2013-14 is Rs.9.91 as compared to the previous year's Rs.10.21.
The export turnover increased to Rs.266 lacs from Rs.159 lacs in the previous year.
EXPANSION AND MODERNIZATION
The company continues to modernize its Plant and Machinery and add balancing equipment.This would enable the company to improve productivity and widen its product range andimprove the quality of its products.
The company's performance in the current year is expected to be satisfactory.
Your Directors in its meeting held on November 8 2013 had paid an interim dividend @50% i.e. Re.1.00 per equity share. The Board of Directors have now recommended a finaldividend of 50% i.e. Rs.1.00 per equity share of Rs.2/- each subject to the approval ofthe shareholders. The total dividend for financial year 2013-14 is 100% i.e. Rs. 2.00 perequity share.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.
The prescribed details as required under Section 217(1)(e) of the Companies Act 1956read with the Companies (Disclosure of particulars in the report of Board of Directors)Rules 1988 are annexed as Annexure - I to this Report.
PARTICULARS OF EMPLOYEES
Particulars of remuneration paid to the employees as required to be disclosed undersection 217(2A) of the Companies Act 1956 read with the Companies (Particulars ofEmployees) Rules 1975 (as amended) are set out in Annexure - II attached heretoand form part of this Report.
Shri K R Gupta retires by rotation at the Annual General Meeting and being eligibleoffers himself for re-appointment. A brief resume is given in the Notice to the AnnualGeneral Meeting. Your Directors recommend his re-appointment at the ensuing Annual GeneralMeeting in the overall interest of the company.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of Section 217(2AA) of the Companies Act 1956 your Directors confirm:
1. That in the preparation of the annual accounts the applicable accounting standardshave been followed and Notes to the Accounts are self explanatory.
2. 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 or loss of the Company for that period.
3. That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
4. That they have prepared the annual accounts on a going concern basis.
The Audit Committee meets at due intervals to conduct the required business. At presentthe Committee comprises of Shri K R Gupta (Chairman) Shri R R Bagri (Member) asindependent Directors and Shri S G Rajgarhia (Member) as Non Executive Director. Thecomposition role functions and powers of the Audit Committee are in accordance with theapplicable laws and the listing agreements with the Stock Exchange.
M/s Chaturvedi & Co. Chartered Accountants the auditors of the Company retire atthe ensuing Annual General Meeting and being eligible offer themselves forre-appointment. A certificate under section 224(1B) of the Companies Act 1956 confirmingtheir eligibility has been obtained from them. Your Directors recommend that they bereappointed by the members at the 40th Annual General Meeting.
The Auditors' Report read with notes to the financial statements is self-explanatoryand does not call for any further explanations by the Board.
A separate report on Corporate Governance and a certificate from the Auditors of thecompany regarding compliance of the conditions of Corporate Governance as stipulated underclause 49 of the Listing Agreement with the Stock Exchanges are annexed as Annexure -III to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis on the matters relating to the business performanceas stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is given asa separate statement in the Annual Report.
Your Directors gratefully acknowledge the whole hearted support given by the customerssuppliers shareholders employees governments financial institutions banks and welook forward to their continued cooperation and best wishes in our endeavour to steer yourcompany towards greater heights.
ANNEXURE - I TO DIRECTORS' REPORT
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OFBOARD OF DIRECTORS) RULE 1988.
A. CONSERVATION OF ENERGY
Energy Conservation Measures taken:
The Company has taken following Energy Conservation Measures to save the Energy.
1. Replacement of 17 Nos. Main Motors of 5 HP with energy efficient motors in DrawFrame Machines.
2. Replacement of 02 Nos. ETP Plant Mono Block Pumps with energy efficient Motors.
3. Replacement of 12 Nos. Blow Room Motors with energy efficient motors.
4. Replacement of 3 Nos. Doffer Motor Old (4 HP) with energy efficient motor (3HP) inLC 1/3 Card.
5. Installation of mechanical attachment in place of Brush Motor in C 1/3 Card in 24Machines.
6. Replacement of old 4 Nos. Dyeing Machine Motors in Dye House with energy efficientmotors.
7. Replacement of old 2 TPH capacity Boiler having Steam Coke consumption withSemi-Automatic Pet Coke Boiler.
8. Replacement of 3 Nos. SAF 20 HP Motor with energy efficient motor.
9. Replacement of 25 HP Motor with 15 HP Submersible Tube well Pump.
10. Replacement of 6 Nos. old Coiler in LC 1 /3 Carding Machine with energy efficientCoiler.
11. 10 Nos. Ring Frame Machines converted from 480 spindles each to 51 2 spindles eachresulting energy saved 33 HP.
B. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION
Efforts made in R&D and Technology Absorption are given in Form 'B'.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO.
The activities relating to exports initiatives taken to increase exports developmentof new export market for products and services and export plans:
We have been continuously developing new varieties of yarn to meet the requirement ofthe export market so that we can increase the export. The information in respect ofForeign Exchange earnings and outgo is contained in item (f) & (g) in Note No.33annexed to the Balance Sheet.
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSUMPTION OF ENERGY
* Production unit per 100 kgs.
RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION
A. Research & Development:
Specific areas in which R&D carried out by the Company:
The Company has been giving special emphasis on development of new products and costreduction. The Company has developed new products for exporters of fabrics furnishingsand Readymade garments keeping in touch with latest trend of fabrics and readymadegarment exports. The company has also developed new varieties of yarn for domesticmarkets.
Benefits derived as a result of R & D:
Product improvement cost reduction and improvement in customer satisfaction.
Future course of action:
To develop new varieties and shades as per market requirements.
Expenditure on R&D:
No specific expenditure exclusively on R&D has been incurred.
B. Technology Absorption Adaptation and Innovation:
The indigenous technology available is continuously being upgraded.
Improvement in the overall performance of the Company.
Particulars of imported technoloay:
ANNEXURE - II TO DIRECTORS' REPORT
STATEMENT OF PARTICULARS UNDER SECTION 217 (2A) OF THE COMPANIES ACT 1956 READ WITHCOMPANIES
(PARTICULARS OF EMPLOYEES) RULES 1975 FORMING PART OF DIRECTORS' REPORT FOR THE YEAR ENDED
MARCH 31 2014.
A. Employed throughout the year and in receipt of remuneration in aggregate of notless than Rs.60.00 lacs.
B. Employed for part of the year and in receipt of remuneration of not less than Rs.5.00 lacs per month - NIL.
1. Remuneration as above includes salary commission allowances monetary value ofperquisites etc.
2. Shri R K Rajgarhia is related to Shri S G Rajgarhia a Director of the company.
3. Employment is contractual.
ANNEXURE - III TO DIRECTORS' REPORT CORPORATE GOVERNANCE
1. Company's philosophy on Code of Governance
The Company strongly believes in fair efficient and transparent business operationsfairness to all stakeholders in the Company proper disclosure of relevant financial andnon-financial information and enhancing shareholder value on a continuing basis.
2. Board of Directors
As on March 31 2014 the Board is comprised of 6 Members. The composition of the Boardof Directors meets with the requirements of Listing Agreement. None of the Directors onthe Board is a member of more than 10 committees and Chairman of more than 5 committeesacross all the companies in which they are Directors.
During the year 2013-14 four Board meetings were held on 07.05.2013 02.08.201308.11.2013 and 31.01.2014. The composition of the Board of Directors and the attendanceat the Board meeting during the year are as under:
The non-executive directors except Shri S G Rajgarhia do not have any materialpecuniary relationship with the company. Shri S G Rajgarhia's pecuniary relationship tothe company is limited to the extent of his shareholding in it and the sitting feesreceived by him. He may also be deemed to have some pecuniary interest with respect totransactions of sale and purchase of materials with the Companies in which he is adirector brief details of which are disclosed in the notes to the financial statementsunder the head "related party disclosures" under Point C of Note 30 annexed tothe Balance Sheet.
Shareholding of non-executive directors in the company as on the date of report is:
3. Audit Committee
The broad terms of reference of the Audit Committee are:
a) to review the unaudited financial results and the internal audit reports
b) to suggest internal control measures after discussion with the internal auditors
c) to oversee their implementation
d) to review financial statements with the management
e) to recommend appointment of auditors and
f) other matters as provided in the clause 49 of the listing agreement
The scope and activities of the Audit Committee include the areas prescribed underclause 49 II (D) of the listing agreement with the Stock Exchanges. The Audit Committeehas been granted powers as prescribed under the clause 49 II (C).
During the year 2013-14 four Audit Committee meetings were held on 07.05.201302.08.2013 08.11.2013 and 31.01.2014. The constitution of the committee and theattendance of the members are as under:-
Shri K R Gupta is the Chairman of the Committee. The Company Secretary acts as theSecretary of the Committee. The meetings were also attended by the representatives ofStatutory and Internal Auditors.
4. Remuneration Committee
The Remuneration Committee comprising of Shri K R Gupta (Chairman) Shri R R Bagri andShri R L Toshniwal all being independent and non-executive directors.
The non-executive directors are paid sitting fees for the Board and Committee meetingsattended by them. The non-executive directors are not paid remuneration in any other form.
The details of remuneration paid to Chairman & Managing Director and ExecutiveDirector during 2013 - 2014 are as under:
The details of sitting fee paid to the other Directors during 2013-2014 are as under:
5. Shareholders/Investors Grievance Committee
The Shareholders/Investors Grievance Committee of Directors is headed by Shri K RGupta Non-Executive & Independent Director. The other members of the Committee areShri R R Bagri and Shri H R Sharma.
Name designation and address of Compliance Officer:
Shri V K Singhal
Dy. Company Secretary
APM Industries Limited
910 - Chiranjiv Tower
43 - Nehru Place
New Delhi - 110 019
Ph No. 011-26441022
6 Shareholders' complaints were received during the year 2013-2014 and all of them havebeen resolved. There were no pending share transfers as on 31.03.2014.
6. General Body Meeting's
Location and time where last three Annual General Meetings were held and particularsof special resolution if any are as under.
No resolutions have been put through postal ballot so far. Similarly there are noresolutions which are required to be put through postal ballot at this Annual GeneralMeeting.
7. Code of Conduct
The company has formulated and implemented a Code of Conduct for Board Members andsenior management of the company. Requisite annual affirmations of compliance with therespective Codes have been made by the Directors and Senior Management of the company.
8. CEO/CFO Certification
Shri R K Rajgarhia Chairman & Managing Director and Shri H R Sharma ExecutiveDirector have given the above certificate pertaining to financial year 2013-14 to theBoard of Directors which was taken note of at the Board meeting.
- There are no materially significant related party transactions which may havepotential conflict with the interests of the Company at large.
- The company's financial statements are prepared as per the Accounting Standards andthe accounting principles generally accepted in India.
- The risk assessment and minimization is an ongoing process within the company. Thecompany has laid down the procedures to inform Board members about the risk assessment andminimization procedures. The Audit Committee/Board reviews the risk assessment and controlprocess in the company periodically.
- The company has not raised any money through Public Issue Rights Issue orPreferential Issue etc.
- There have been no penalties/strictures imposed on the Company by Stock Exchange(s)or SEBI or any other statutory authority for non-compliance of any matter relating tocapital markets during the last three years.
- There is no pecuniary relationship or transaction with the Non-Executive independentDirectors.
- The management discussion and analysis report is given as a separate statement in theAnnual Reports and forms part of the Directors Report.
10. Compliance with mandatory/Non-mandatory Requirements
The company has complied with all the applicable mandatory requirements given in thelisting agreement.
11. Means of Communication
The quarterly Financial Statements are normally published in Business Standard (allEdition) and Seema Sandesh (Jaipur Edition).
12. General Shareholder Information A. Annual General Meeting:
B. Financial Calendar for 2014 - 2015
C. Date of Book Closure
From September 16 2014 (Tuesday) to September 23 2014 (Tuesday) (bothdays inclusive).
D. Dividend payment date
On or after September 29 2014
E. Listing on Stock Exchange at:
The Listing fees for the year 2014 - 2015 have been paid to the above Stock Exchange.Demat ISIN No. in NSDL and CDSL for equity shares INE-170D01025 F. ShareholdingPattern of the Company as on 31st March 2014.
G. Distribution of shareholding as on 31st March 2014
H. Share Transfer System
Share transfers in physical form are registered by the Registrars and returned to therespective transferees within a period ranging from two to three weeks provided thedocuments lodged with the Registrars/Company are complete in all respects.
I. Dematerialization of shares
The Company has arrangements with both National Securities Depository Limited (NSDL)and Central Depository Services Limited
J. Share Dematerialized record
The following data indicates the extent of dematerialization of Company's shares as on31st March 2014.
K. Market Share Price Data (Rs.)
L. Registered Office and Plant Location of the Company
APM Industries Limited
SP-147 RIICO Industrial Area
Dist. Alwar (Rajasthan) - 301 019
Tel. : 01493 - 220832/09694090890
Fax : 01493 - 220228
Email : firstname.lastname@example.org
M. Investors Correspondence
Shareholders can make correspondence at the following addresses both for Demat andPhysical transfer work and other grievances if any:
1. Corporate office
APM Industries Limited
910 - Chiranjiv Tower
43 - Nehru Place
New Delhi - 110 019
Tel : 011 - 26441015 - 17
Fax : 011 - 26441018
2. Registrars and Share Transfer Agent
M/s Skyline Financial Services Pvt. Ltd.
D-153/A 1st Floor
Okhla Industrial Area Phase -1
New Delhi - 110 020
Tel : 011 - 26812682/83/84
E-mail : email@example.com
The Shareholders of APM Industries Limited
We have examined the compliance of conditions of Corporate Governance by APM IndustriesLimited for the year ended March 31 2014 as stipulated in clause 49 of the listingagreement of the said Company with stock exchanges in India.
The compliance of conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to procedures and implementation thereof adoptedby the Company for ensuring the compliance of the conditions of Corporate Governance. Itis neither an audit nor an expression of opinion on the financial statements of theCompany.
In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the above-mentioned listing agreement.
We state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency of effectiveness with which the management has conducted theaffairs of the Company.