TO THE MEMBERS
Your Directors have pleasure in presenting to you the Thirty Third (33rd) Annual Reportof the Company and the Audited Financial Statement for the year ended 31st March 2019.
A. COMPANY PERFORMANCE
| || || ||Rs. in lacs |
|Particulars ||31st March 2019 ||31st March 2018 ||Growth % |
|Income from operations || || || |
|(a) Revenue from operations ||62566.65 ||53824.80 || |
|(b) Other income ||769.00 ||713.41 || |
|Total income from operations (net) ||63335.65 ||54538.21 ||16.13 |
|Gross Profit Before ||7526.57 ||7092.17 || |
|Depreciation Finance cost & Tax || || || |
|(a) Finance costs ||180.30 ||156.98 || |
|(b) Depreciation & amortization expense ||1179.26 ||1214.24 || |
|Profit before tax ||6167.01 ||5720.95 ||7.80 |
|Add/(Less) Exceptional Items ||- ||(143.40) || |
|Profit after Exceptional items ||6167.01 ||5577.55 || |
|Tax expenses ||1506.53 ||1713.91 || |
|Profit after Tax ||4660.48 ||3863.64 ||20.62 |
|Other Comprehensive Income for the year ||(23.92) ||(29.60) || |
|Total Comprehensive || || || |
| ||4636.56 ||3834.04 || |
|Income for the year || || || |
|Earnings per Share (EPS) || || || |
|(a) Basic ||22.47 ||18.63 ||20.61 |
|(b) Diluted ||22.47 ||18.63 ||20.61 |
Based on the Companys performance your Directors are pleased to recommend forapproval of the members a dividend @ Rs. 7.50/- (Rupees Seven and Fifty Paise)(Previous year Rs. 6/- (Rupees Six) per Equity Share of Rs. . 5/- each for the financialyear 2018-19. Dividend if approved will absorb a sum of Rs. 1875.06 lacs (includingDividend Distribution Tax of Rs. 319.71 lacs) out of the net profits after tax as aboveand will be paid to those shareholders whose names appear on the Register of Members on Friday24th May 2019.
TRANSFER TO RESERVE
There is no amount proposed to be transferred to
Reserves out of profit of the financial year 2018-
OPERATIONS DURING THE FINANCIAL YEAR 2018-19.
The Company achieved total revenue of Rs. 633.36 Crores during the financial yearcompared to Rs. 545.38 Crores in the preceding financial year on standalone basis.
The company exported its products worth about Rs. 72.00 Crores during the financialyear.
Profits before tax were up by 7.80% to Rs. 61.67 Crores as compared to Rs. 55.78 Croreson standalone basis during the previous year. Operating EBITDA increased by about 6%to Rs. 67.58 Crores from Rs. 63.79 Crores in the previous year during the financial year2018-19.
Profit after tax stood at Rs. 46.60 Crores 20.62% increased as compared to about Rs.38.64 Crores on standalone basis in the previous year.
The Balance Sheet of the Company is also quite healthy with almost no debt reasonableworking capital cycle and cash/liquid investments valued at about Rs. 74 Crores based onNAV as on 31st March 2019.
Your Companys plant at Taloja is recipient of Total Productive Maintenance (TPM)Excellence in Consistent TPM Commitment Award - Category A by the Japan Institute of PlantMaintenance (JIPM). TPM has helped the company significantly in improving efficiencies inthe plant and in operations and rationalizing costs. We are in the process of implementingTPM in the Valia plant as well. Both plants have successfully completedcertification/re-certification of the integrated ISO 9001
ISO 14001 and OHSAS 18001. In FY 2018-19 your company was recertified (ICC) to use theResponsible Care logo.
In FY 2018-19 the company has also successfully implemented SAP S/4 HANA. Having aworld class ERP system as the backbone will provide the platform for growth in thefuture.
Your Directors consider Companys performance as satisfactory.
B. RENEEWABLE ENERGY
The Wind Turbine Generator installed at Sadawaghapur Taluka PatanDistrict Satara Maharashtra has generated gross revenue of about Rs. 133 lacs during thefinancial year (previous year Rs. 113 lacs) and same is netted-off against the powercost.
C. DISCLOSURES UNDER COMPANIES ACT 2013
. ENERGY TECHNOLOGY & FOREIGN
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 the AnnexureI forming part of this report.
II. ANNUAL RETURN
The Annual Return of the Company has been placed on the website of the Company and canbe accessed at https://www.apcotex.com/financial. asp?fn=annualreturn return
III. CHANGES IN THE SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March 2019 was Rs. 10.37 crores comprisingof 20737984 equity shares of Rs. 5/- each The amount lying in share forfeiture accounton account of forfeiture of 78051 equity shares due to non-payment of allotment moneywhich was forfeited during January 2000 had bean transferred to capital reserve account.
Sub-division (split) of equity shares
The Board of Directors in their meeting held on 25th April 2019 have considered itdesirable to subdivide (split the face value) of the existing nominal value of the equityshares of the Company from the present Rs. 5/- each paid-up per equity share into equityshares of Rs. 2/- each fully paid-up Stock split will help to improve the liquidity of theCompanys shares in the market without increasing the Companys equityservicing burden as overall equity capital remains the same. This is in line with yourCompanys philosophy of creating value for its shareholders and sharing the benefitsof growth on a sustained basis.
IV. FINANCIAL LIQUIDITY
Cash and Cash equivalent (Excess Liquidity Invested) as at 31st March 2019 was aboutRs. 74 crores (previous year Rs. 75 crores).
The Companys working capital management is robust and involves a well-organizedprocess which facilitates continuous monitoring and control over receivables inventoriesand other parameters.
V. 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 5 (five) times. The intervening gap between themeetings was 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.
VI. COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of Mr. Kamlesh Vikamsey who is the Chairman of theCommittee Mrs. Priyamvada Bhumkar and Mr. Udayan Choksi who was appointed w.e.f 27thJuly 2018 are the Non-Executive Independent Directors.
Mr. M G Patel Independent Director and Member of the Audit Committee resigned w.e.f18th June 2018. Mr. Girish Choksey Non-Executive Director and member of AuditCommittee resigned w.e.f 28th March 2019. More details on the committee are given in theCorporate Governance Report.
All the recommendations of the audit committee are accepted by the Board.
VII. BOARD INDEPENDENCE
The definition of Independence of Directors is derived from Regulation 16 of SEBI(LODR) Regulations 2015 and Section 149(6) of the
Companies Act 2013. Based on the confirmation/ disclosures received from theIndependent Directors and on evaluation of the relationships disclosed the followingNon-Executive Directors are Independent in terms of Regulation 16 of SEBI (LODR)Regulations 2015 and Section 149(6) of the Companies Act 2013;
1. Dr. S. Sivaram
2. Mr. Shailesh Vaidya
3. Mr. Kamlesh Vikamsey
4. Mrs. Priyamvada Bhumkar
5. Mr. Udayan Choksi
In compliance with Schedule IV of the Companies Act 2013 and Rules thereunder theIndependent Directors met on 28th March 2019 and discussed issues as prescribed under theschedule IV of the Companies Act 2013 and also discussed various other issues.
VIII. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act 2013 and Regulation 19 read with Schedule II ofSEBI (LODR) Regulations 2015 the Board has carried out the annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofCommittees. A structured questionnaire was prepared after taking into consideration inputsreceived from the Nomination & Remuneration Committee members covering variousaspects of the Boards functioning such as adequacy of composition of Board andCommittees Board communication timeliness and unbiased information of right length andquality of information Board culture execution and performance of specific dutiesobligations 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.
IX. NOMINATION AND REMUNERATION POLICY (NRP)
The NRP of the Company for Directors Key Managerial Personnel (KMP) and SeniorManagement Personnel was revised by Board of Directors at their meeting held on 28th March2019 based on recommendation of Nomination and Remuneration Committee and the same ishosted on the website of the company at the following web link:https://www.apcotex.com/policy/Nomination%20 and%20Remuneration%20Policy%202019.pdf
Disclosure pertaining to remuneration and other details as required under section 197(12) of the act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is enclosed as Annexure II to this Report.
X. COMMENTS ON AUDITORS REPORT
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. SGDG & Associates LLP Chartered Accountant Statutory Auditor in their reportand by Mr. Mahesh Hurgat Company Secretary in Practice in his Secretarial Audit report.
The Statutory Auditor have not reported any incident of fraud to the AuditCommitteerelated party of the Company transactions during the year under review.
KEY AUDIT MATTER
Enhancement of Companys ERP System - SAP Company had implementedMicrosoft DYNAMICS NAV Ver 2004 ERP from April 2008 and subsequently upgraded it to Ver 2013- R2. During the year Company has changed its ERP System to SAP S/4 HANA 1709to improve productivity increase efficiencies decrease costs and streamline itsprocesses code named as Project Udaan it went live on 1st December 2018. The saidconversion/ migration was necessitated in order to derive the benefits of SAP GlobalLeader in Enterprise
Resource Planning Software. As on date company has implemented the FICO SD MM PPQM PM EXIM PS and TRM modules. Company is also evaluating the adoption of other moduleslike HRMS CRM BI based on its cost effectiveness SAP ERP implementation was done inconsultation with an authorized implementation partner having proven industry experience.The implementation process in general involved the following phases
Project Preparation and Business Blueprint Finalization
System Prototype and Configuration
Train the Staff and Test Run the Software
Test run the ERP System - create reporting templates Test and assess thedesired results and run more targeted training sessions for the staff.
Finally conduct readiness assessments of the ERP as an integrated businessplatform and Go Live.
Post Go Live Support.
Top Benefits which the management expects to achieve on the implementation of ERP andits optimum utilization are as under
a. Staying competitive in latest technology solutions available in the ERP environmentand easy scalability to facilitate growth.
b. User friendly flexible and effective forecasting budgeting and reportingsolutions.
c. Integrated Information System and Data Security
d. Centralized data processing and report generation
e. Automate Business Operations and Controls using the in-built authorization matrix.
f. Streamlining processes and Cost effective.
g. Introducing Mobility and Flexibility with mobile friendly solutions.
XI. RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arms 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 entered into by the Company withPromoters Directors or KMP etc. which may have potential conflict with the interest ofthe company at large All new related party transactions are first approved by the AuditCommittee and thereafter placed before the Board for their consideration and approval. Astatement of all related party transactions is presented before the Audit Committeemeeting on quarterly 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 and Its Powers)Rules 2014 is appended to this report in prescribed Form AOC 2 as Annexure III. TheRelated Party Transaction Policy as approved by the Board is uploaded on thecompanys website at the following web link http://www.apcotex.com/policy/Related_Party_Transaction_Policy.pdf
XII. 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.
XIII. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and Employees to reporttheir genuine concerns in compliance with provision of section 177 (10) of Companies Act2013 and Regulation 22 of SEBI (LODR) 2015.
The Audit Committee of the board oversees the functioning of this policy. Protecteddisclosures can be made by a whistle blower through several channels to report actual orsuspected frauds and violation of Companys Code of Conduct and/or Ethics Policy.
The details of the policy have been disclosed on the Companys website athttps://apcotex.com/policy/ Whistle_Blower_Policy.pdf
XIV. CORPORATE GOVERNANCE
The Company has always strived to adopt appropriate standards for good CorporateGovernance. Detailed report on the Corporate Governance and Management DiscussionAnalysis form part of this report. A certificate
Secretary regarding compliance of conditions of Corporate Governance as stipulatedunder Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015 is annexed tothe said Report.
D. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility (CSR) Committee incompliance with Section 135 of the Companies Act 2013. On the recommendation of the CSRcommittee the Board has approved the CSR policy of the Company which is published on theCompanys website.
All CSR activities of the Company are carried through Non-Government Organizations whohave track record of minimum of 3 years in carrying out the activities and othercriterials as prescribed under Section 135 of the Companies Act 2013 read with ScheduleVII and Companies (Corporate Social Responsibility Policy) Rules as amended from time totime.
The Company has undertaken projects in the areas of Healthcare and Education aroundthe area surrounding the factory/corporate office brief details of which are as under:.
The Company had spent Rs. 81.51 lacs during the financial year 2018-19 the details ofspent are as under;
|Healthcare ||29.65 |
|Education ||51.86 |
To improve the health condition of the people the Company carried out the various CSRactivities directly and through some NGOs: The company is working with St. JudeChild Care Centre and has sponsored all the running expenses of one centre located atCotton Green Mumbai St. Jude provides food accommodation and medicines to canceraffected children upto 12 year of age and their parents from poor families who travels toMumbai for treatment of their cancer affected childrens at Tata Memorail Hospital. Itcurrently runs 22 Centres in Mumbai Delhi Kolkata Hyderabad and Jaipur.
The Company conducted camps at Village Dungri Taluka Valia for full Health Checkup andEye Checkup of the village community and provided the required medicines and spectacles tothe needy people. The Company had organized for operation of the people who were detectedwith cataract.
Deepak Foundation is a CSR foundation of Deepak group which was established during1982 for empowering the women by providing healthcare and livelihood opportunities inorder to improve maternal and child health reduce poverty build capacity in the area ofpublic health and livelihood promotions.
The Company is also working with Cancer Patient Aid Association for distributing therequired medicines for Cancer affected childrens free of cost.
For well-being safety and hygiene of the students the Company provided a borewell forregular supply of the water to the childrens for upkeep of the premises including thetoilet block at Village Chindhran and provided a toilet block at the school loated atVillage Chinchavali.
To improve the employability of the people the Company is providing the scholarship toneedy students from the poor family to fulfill the aspiration of the deserving children.During the financial year 2018-19 the Company has sponsored the deserving students fromthe poor family for the following courses:
|Sr. No. ||No. of Student ||Total Course Fee ||Course |
|1 ||148 ||2213000 ||BEB TECH - Civil Chemical IT ET |
|2 ||156 ||1248000 ||Pharmacy - B. Pharm |
|3 ||48 ||720000 ||Nursing - B.Sc. |
|4 ||32 ||480000 ||Post Graduate - (M. |
| || || ||Pharm. M. Sc. Nursing |
| || || ||M.E. M. Tech. Ph.D. |
| || || ||Journalism) |
|5 ||43 ||344000 ||Blind - B. ED D. ED. |
| ||427 ||5005000 || |
The details as required under Section 135 of the Companies Act 2013 are provided inCSR Report which is annexed herewith as Annexure IV.
E. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The company conducts the Familiarisation program when new Director(s) is/are appointedduring the year. The Program aims to provide insights into the Company to enable theIndependent Directors to understand its business in depth to familiarize them with theprocess business and functionaries of the Company and to assist them in performing theirrole as Independent Directors of the Company. The Companys Policy of conducting theFamiliarisation Program has been disclosed on the website of the Company athttps://www.apcotex. com/policy/Familiarisation%20Programme%20for%20Independent%20Directors%202018-19.pdf
F. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted revised Insider Trading Policy in their meeting heldon 28th March 2019 in compliance with the requirement of the SEBI (Prohibition of InsiderTrading) Regulations 2015 as amended from time to time. The insider trading policy of theCompany lays down guidelines and procedures to be followed and disclosures to be madewhile dealing with the shares of the Company. The policy has been formulated to regulatemonitor and ensure reporting of deals by designated person/employees and maintain thehighest ethical standards of dealing in Company securities
G. INTERNAL FINANCIAL CONTROLS
The Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures. These are reviewed periodically and made part of work instructionsor process in the company.
The Company periodically conducts physical verification of inventory fixed assets andcash on hand and matches them with the books of account. Explanations are sought for anyvariance noticed from the respective functional heads.
H. 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. Thatthey have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; III. That they have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the company and for preventing and detectingfraud 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.
VII. That the Company has complied with provisions re- lating to the constitution ofInternal Complaints Com- mittee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
I. DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORkPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
All women who are associated with the Company either as permanent employees ortemporary employees or contractual persons including service providers at the Companysites are covered under the above policy. The Company takes all necessary measures toensure a harassment free workplace and has instituted an Internal Complaints Committee forredressal of complaints and to prevent sexual harassment. No complaints relating to sexualharassment were received during the year.
J. 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.
All insurable assets of the Company including inventories buildings plant andmachinery etc. as well as the 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 2019-20.
L. 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 Committees of the Companys Taloja Plant and Valia Planthave been regularly reviewing the safety measures and their implementation to ensureadequate safety in material handling and processing control of pollution caused by liquideffluents dust and emissions from chimney etc. Samples are periodically drawn and thereports submitted to the Pollution Control Board indicating compliance with the standards.
Consent has been obtained from Maharashtra Pollution Control Board to operate the Plantat Taloja till 30th March 2021 and from Gujarat Pollution Control board to operate thePlant at Valia Ankleshwar till 9th November 2019.
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
The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5(2) & (3) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of your company is available for inspectionby the members at registered office of the company during business hour on working days upto the date of the ensuing AGM. If any member is interested in obtaining a copy thereofsuch member may write to the company secretary whereupon a copy would be sent.
N. DIRECTORS & kEY MANAGERIAL PERSONNEL
1. Mr. Udayan Choksi was appointed as an additional director of theCompany by Board of Directors at their meeting held on 27th July 2018.
He would therefore hold office upto the conclusion of the ensuing AGM. Mr. UdayanChoksi qualifies to be an Independent Director and his appointment has been recommended bythe Nomination and Remuneration Committee. Accordingly it is proposed toappoint Mr. Udayan Choksi as an Independent Director for a first term of five consecu-tive years to hold the office from the conclusion of 33rd AGM and up to the conclusion ofthe 38th AGM of the Company in the calendar year 2024. Pursuant to declaration made underSection 149 of the Companies Act 2013 Mr. Udayan Choksi meets all the criteria ofIndependence as prescribed under the Companies Act 2013 and applicable regulations ofSEBI (LODR) Regulations 2015. He possess the appropriate skills experience and knowledgeinter alia in the field of accounts finance taxation etc.
2. Mr. Abhiraj Choksey was appointed as Managing Director of the Company byBoard of Directors at their meeting held on 16th May 2016 for a term of 3 years effectivefrom 1st May 2016 and the shareholders were approved the appointment of Mr. AbhirajChoksey on 10th August 2016. The term of Mr. Abhiraj Choksey will end on 30th April 2019.
The Board of Directors at their meeting held on 28th March 2019 decided to re-appointMr. Abhiraj Choksey as Managing Director of the Company for a further period of 3 yearseffective from 1st May 2019 on the recommendation of Nomination and RemunerationCommittee.
3. Mr. Y B Gadgil was appointed as an Executive Director of the Company byBoard of Directors at their meeting held on 6th February 2016 for a term of 3 yearseffective from 6th February 2016 and the shareholders were approved the appointment of Mr.YB Gadgil on 10th August 2016. The term of Mr. YB Gadgil was expired on 5th February 2019.
The Board of Directors at their meeting held on 28th March 2019 decided to re-appointMr. Y B Gadgil as an "Executive Director" of the Company for a period witheffect from 6th February 2019 to 31st March 2020 on the recommendation of Nomination andRemuneration Committee
4. Dr. S Sivaram Mr. kamlesh Vikamsey and Mr. Shailesh Vaidya wereappointed as an Independent Directors in the 28th AGM of the Company held on 31st July2014 for a term of 5 years and their term ends at the conclusion of 33rd AGM (to be heldon 4th June 2019) of the Company in the calendar year 2019.
They are eligible for re-appointment for another term of five consecutive years subjectto approval of the Members by Special Resolution. All the above named IndependentDirectors have consented to their re-appointment and confirmed that they are notdisqualified from being appointed as an Independent Director in terms of Section 164 ofthe Companies Act 2013.
Based on the performance evaluation of the Independent Directors the Nomination &Remuneration Committee and the Board of Directors of the Company at their Meetings held on28th March 2019 have recommended the re-appointment of the aforesaid persons as anIndependent Directors for a second term of five consecutive years effective fromconclusion of 33rd AGM to be held during June 2019 up to the conclusion of 38th AGM duringthe year 2024. During their tenure of appointment they shall not be liable to retire byrotation as provided under Section 152(6) of the Companies Act 2013.
5. Mr. Suraj Badale was appointed as Chief Financial Officer (CFO) of theCompany in compliance with provisions of Section 203 of the Companies Act 2013 witheffect from 1st April 2019 in the Board meeting held on 28th March 2019 on therecommendation of the Audit Committee.
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 (DIN 00002102) will retire byrotation at the ensuing AGM of the Company and being eligible offer himself forreappointment. The Board recommends his reappointment.
1. Mr. M. G Patel the independent director of the company resigned from theoffice of Director with effect from 18 th June 2018 after serving the board for a periodof about 27 years. Your Directors wish to place on record their appreciation for hisservice and contribution made during his tenure as an independent director.
2. Mr. Girish Choksey the Non-Executive Director of the company resigned fromthe office of Director with effect from 28th March 2019 after serving the board for aperiod of about 26 years. Your Directors wish to place on record their appreciation forhis service and contribution made during his tenure as a director.
3. Mr. Rohit Mahakal who was appointed as CFO of the Company with effect from1st April 2015 was resigned from the post of CFO on 31st October 2018 and the Board ofDirectors at its meeting held on 1st November 2018 has accepted the resignation of RohitMahakal CFO of the Company. He was relieved from the service of the Company on 31stDecember 2018.
Note that the background of the Director(s) proposed for appointment / re-appointmentis given as annexure to the Notice which forms part of this Annual Report.
M/s. SGDG & Associates LLP Chartered Accountants (Firm Registration No W100188)were appointed as
Statutory Auditor of the Company for a period of five consecutive years at the 32nd AGMof the Company held on 27th July 2018 to hold office from the conclusion of the saidMeeting till the conclusion of the 37th AGM to be held in the year 2023.
The requirement of seeking ratification of the members for continuance of theirappointment has been withdrawn consequent upon the changes made by the Companies(Amendment) Act 2017 with effect from 7th May 2018.
Hence the resolution seeking ratification of the members for their appointment is notbeing placed at the ensuing AGM.
The Statutory Auditor has given a confirmation to the effect that they are eligible tocontinue with their appointment and have not been disqualified in any manner fromcontinuing as Statutory Auditor. The remuneration payable to the Statutory Auditor shallbe determined by the Board of Directors based on the recommendation of the AuditCommittee.
M/s. V J Talati & Co. Cost Accountants have been appointed as Cost Auditor of theCompany for the year 2018-19 and 2019-20 under Section 148 of the Act read with TheCompanies (Cost Records and Audit) Amendment Rules 2014. M/s. V J Talati & Co haveconfirmed that they are free from any disqualifications as specified under the CompaniesAct 2013.
The remuneration payable to the Cost Auditor is required to be placed before theMembers in a general meeting for their ratification. Accordingly Resolution seekingMembers ratification for the remuneration payable to M/s.
V J Talati & Co Cost Auditor is included at item No.14 of the Notice convening theAnnual General Meeting.
Mr. Mahesh Hurgat Company Secretaries in Practice has been appointed to conduct theSecretarial Audit of the Company pursuant to the provisions of Section 204 of theCompanies Act 2013 the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and the SEBI (LODR) Regulations 2015 as amended. The Report of theSecretarial Auditor is appended to this Report as Annexure V.
P. CEO & CFO CERTIFICATION
Certificate Officer of the Company pursuant to the Regulation 17 of SEBI (LODR)Regulations 2015 for the financial year 2018-19 under review was placed before the Boardof Directors of the Company at its meeting held on 25th April 2019.
Q. SECRETARIAL STANDARD
The Company complies with all applicable Secretarial Standards issued by The Instituteof Company Secretaries of India and approved by the Central Government under Section118(10) of the Companies Act 2013 for the financial year ended 31st March 2019.
R. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (the Rules) as amendedfrom time to time all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after completion of sevenyears. Further according to the Rules the shares on which dividend had remained unpaidor unclaimed by the shareholders for seven consecutive years or more are also betransferred to the demat account of the IEPF Authority. Accordingly the Company hastransferred the unclaimed dividend of Rs. 578424 for the year 2010-11 during August 2018.Considering 2010-11 as base year the Company has transferred 32232 Shares on which thedividend was unclaimed for 7 consecutive years to demat account of IEPFs authorityin compliance with IEPF Rules during the financial year 2018-19.
The Company had communicated individually to 237 Shareholders taking a base year of2011-12 on 20th March 2019 whose shares are liable to be transferred to IEPF Authorityduring the financial year 2019-20.
The Company has uploaded full details of such shareholders and shares due for transferto IEPF Authority on its website at www.apcotex.com. Shareholders are requested to referto the web-link https://www.apcotex. com/financial.asp?fn=SU to verify the details ofunclaimed dividends and the shares liable to be transferred to IEPF Authority.
Your Directors take this opportunity to express their deep sense of gratitude to StateBank of India Citi Bank HDFC Bank various departments of State / Central Government andlocal 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 accompanying Annexure I to V is an integral part of this Director Report.
FOR AND ON BEHALF OF THE BOARD
| ||ATUL C CHOkSEY |
| ||CHAIRMAN |
| ||DIN: 00002102 |
|Mumbai: 25th April 2019 || |