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Apcotex Industries Ltd.

BSE: 523694 Sector: Others
NSE: APCOTEXIND ISIN Code: INE116A01032
BSE 11:48 | 28 Jan 193.25 5.80
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186.40

HIGH

194.00

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NSE 11:39 | 28 Jan 193.00 5.30
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OPEN

186.00

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193.35

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OPEN 186.40
PREVIOUS CLOSE 187.45
VOLUME 10119
52-Week high 196.25
52-Week low 64.35
P/E 10.68
Mkt Cap.(Rs cr) 1,002
Buy Price 193.10
Buy Qty 27.00
Sell Price 193.70
Sell Qty 3.00
OPEN 186.40
CLOSE 187.45
VOLUME 10119
52-Week high 196.25
52-Week low 64.35
P/E 10.68
Mkt Cap.(Rs cr) 1,002
Buy Price 193.10
Buy Qty 27.00
Sell Price 193.70
Sell Qty 3.00

Apcotex Industries Ltd. (APCOTEXIND) - Director Report

Company director report

TOTHE MEMBERS

Your Directors have pleasure in presenting to you the Thirty fourth (34th)Annual Report of the Company and the Audited Financial Statement for the year ended 31stMarch 2020. uncertainties due to

A. COMPANY PERFORMANCE FINANCIAL HIGHLIGHTS

Rs. in lacs

Particulars 31st March 2020 31st March 2019 Growth %
Income from operations
(a) Revenue from operations 49598.14 62566.65
(b) Other income 593.38 769.00
Total income from operations (net) 50191.52 63335.65 (20.75)
Gross Profit Before 3931.24 7526.57
Depreciation Finance cost & Tax
(a) Finance costs 131.12 180.30
(b) Depreciation & amortization expense 1339.74 1179.26
Profit before tax 2460.38 6167.01 (60.10)
Tax expenses 797.66 1506.53
Profit after Tax 1662.72 4660.48 (64.32)
Other Comprehensive (560.44) (23.92)
Income for the year
Total Comprehensive 1102.28 4636.56
Income for the year
Earnings per Share (EPS)
(a) Basic 3.21 8.99 (64.29)
(b) Diluted 3.21 8.99 (64.29)

COVID-19 IMPACT

During the month of March 2020 the Coronavirus Disease (Covid-19) pandemic developedrapidly into a global crisis forcing governments to enforce lock-downs of all economicand social activities. For the Company the focus immediately shifted to ensuring thehealth and well-being of all employees and to take proper care of the safety of theplants especially hazadarous raw materials stored in the premises and in transit. Theplant operations were under complete lockdown from 25th March 2020 till 19th April 2020except for a few team members who were monitoring the plants to ensure safety.

Before starting the plant operations on 20th April 2020 the entire plant wassanitized disinfected and all necessary arrangements were made for maintaining socialdistancing while commuting to work and at the work place. The Company was grantedpermission by the respective District Magistrates to partially run the plants located atTaloja Maharashtra and Valia Gujarat for manufacturing of essential commodities. TheCompany has adopted work from home policy during the entire duration of the lockdown forit employees at its registered office corporate office and other offices. the Althoughthere are significant pandemic and reversal of the positive momentum gained in the lastquarter of FY 2020 with its strong balance sheet position the Company is confident ofnavigating the challenges ahead.

SUB-DIVISION OF EQUITY SHARES

The Members of the Company at the 33rd Annual General Meeting held on 4thJune 2019 approved the sub-division of equity shares from face value of Rs. 5 each fullypaid-up into Rs. 2 each fully paid-up. On 5th July 2019 (Record Date) thecompany has sub-divided the equity shares from face value of Rs. 5 each fully paid-up intoRs. 2 each fully paid-up.

INTERIM DIVIDEND

Pursuant to the approval of the Board of Directors on 12th February 2020the Company paid an interim dividend @ of Rs.3.00/- (Rupees Three) (previous year @Rs.7.50 (Rupees Seven and Fifty Paise) per equity share of the face value of Rs.2.00/-(Rupees Two) (previous year Rs.5/-) each to the Shareholders who were on the register ofmembers as on 25th February 2020 being the record date fixed for this purpose.

Interim Dividend absorbed a sum of Rs.1875.06 lacs (including Dividend Distribution Taxof Rs.319.71 lacs) out of the net profits after tax for the financial year 2019-20 TheBoard had confirmed the payment of the Interim dividend @ Rs.3/- per share of face valueof Rs.2/- each as final dividend for the financial year 2019-20.

TRANSFER TO RESERVE

There is no amount proposed to be transfered to Reserves out of profit of the financialyear 2019-20.

B. RENEWABLE ENERGY

The Wind Turbine Generator installed at Sadawaghapur Taluka – Patan DistrictSatara Maharashtra has generated gross revenue of about Rs. 138 lacs during thefinancial year (previous year Rs. 133 lacs) and same is netted-off against the powercost.

C. 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 the AnnexureI forming part of this report.

II. ANNUAL RETURN

The extract of Annual Return (MGT-9) has been placed on the website of the Company andcan be accessed at https://www.apcotex.com/financial. asp?fn=annualreturn

III. CHANGES IN THE SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2020 was Rs. 10.37crores comprising of 51844960 equity shares of face value of Rs.2/- each.

During the financial year the Company had sub divided the equity shares of face valueof Rs.5/- each fully paid into equity shares of face value of Rs.2/- each fully paid on 5thJuly 2019 being the record date for the purpose.

IV. FINANCIAL LIQUIDITY

Investments as at 31st March 2020 were about Rs. 62 Crores (previous yearRs. 74 Crores) The Company's working capital management is robust and involves awell-organized process which facilitates continuous monitoring and control overreceivables inventories and 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 4 (four) 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 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.

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 theconfirmation/ disclosures received from the Independent Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent in terms ofRegulation 16 of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act2013;

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 meeting scheduled on 12th February 2020 was adjourned to21st May 2020 by the Independent Directors present during the meeting and thesaid meeting was held on 21st May 2020 and discussed issues as prescribed underthe schedule 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 Board's 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

The Nomination and Remuneration Policy of the Company for Directors Key ManagerialPersonnel (KMP) and Senior Management Personnel is hosted on the website of the company atthe following web link: https://www.apcotex.com/ policy/Nomination%20and%20Remuneration%20Policy%202019.pdf Disclosure pertaining to remuneration and other details as requiredunder section 197 (12) of the act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure II tothis 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 M/s. D S Momaya & Co. Company Secretaries in their Secretarial Auditreport.

The Statutory Auditor has not reported any incident of fraud to the Audit Committee ofthe Company during the year under review.

Key Audit Matters Inventory

Due to COVID – 19 restrictions and lock down Company was unable to carry outphysical verification of inventory of the Company as on 31 st March 2020. Thestatutory auditor have tested the controls of the management over inventoryexistence during the year and they have performed alternate audit procedures to audit theexistence of inventory

Capitalisation of Property Plant and Equipment (PPE)

The statutory auditor have tested the design implementation and operatingeffectiveness of controls in respect of capital work in progress and capitalisation of PPEand have physically verified the existence of PPE. from M/s

XI. RELATED 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 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 the company'swebsite 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 Company's Code of Conduct and/or Ethics Policy.

The details of the policy have been disclosed on the Company's 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 Discussion Analysis formpart of this report. A certificate . D S Momaya & Co. Company Secretariesregarding compliance of conditions of Corporate Governance as stipulated under Regulation34 read with Schedule V of SEBI (LODR) Regulations 2015 is annexed to the 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 theCompany's website.

All CSR activities of the Company are carried through Non-Government Organizations whohave track record of minimum of three (3) years in carrying out the activities and othercriteria's 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. 73.76 lacs during the financial year 2019-20 the details ofspent are as

Healthcare 36.30 lacs
Education 35.00 lacs
Other 2.46 lacs

HEALTHCARE:

To improve the health condition of under-privileged citizens the Company has carriedout the various CSR activities directly and some through NGO's: The company has workedwith St. Jude Child Care Centre and has sponsored all the operational expenses of onecentre located at Cotton Green Mumbai.

St. Jude provides food accommodation and medicines to cancer affected children upto 12years of age and their parents from poor families who travel to Mumbai for treatment oftheir children at well known hospitals like Tata Memorial Hospital. It currently runs 22Centres in Mumbai Delhi Kolkata Hyderabad and Jaipur.

The Company is working with EdelGive Foundation Mumbai under; who assisted thecompany in the selection of NGOs and to recommend implement and oversee the CSRactivities during next 3 years (2019-2022). Edelgive recommended Agastya InternationalFoundation for carrying out CSR activities around Taloja Plant Dist. Raigad Maharashtraand Utthan for carrying out CSR activities around Valia Plant Dist. Bharuch Gujarat.

During the FY 2019-20 Utthan has conducted the following activities for communitydevelopment work around Valia Plant Gujarat:

Field visit to Naldhari and Dungri villages on 20 - 21 December 2019.

On community needs assessment in February 2020 in Naldhari and Dungrivillages covering 466 households to identify the • • priorities.

Open defecation improper wastewater management quality and volume ofdrinking water supplies etc have emerged from the assessment During the financial year2019-20 the Company has constructed a Borewell in Dungri Village-Valia Gujarat toovercome water problems for maintaining sanitation and hygiene in the Village.

EDUCATION:

Company has decided to work with Agastya for next three years for conducting programmesaround the Taloja plant Dist Raigad Maharashtra:

• Innovation Hub - 103 schools visits 6190 children exposures around 95teachers' exposures and 396 community members exposures

?•?Science Centre (exhibits and experimentation) – 142 schools visits9771 children exposures and around 168 teachers' exposures

??• Young instructor leader program (leadership training for students) –144 school visits 4284 children exposures ?•Operation Vasantha (engagingdropouts and families) – 8 centres 33681 children exposures ?

• Mobile Science Lab 173 school visits 21344 children exposures and 379teachers' exposure

The Company is also working with Bombay International School Association (BISA)Mumbai.

The Company has provided financial aid towards education of children from economicallyweaker sections of the Society under the Inclusion program which helps to provideworld-class education to underprivileged students The Company is also working with HalaniEducational and Welfare Charitable Trust which is based at Anand Gujarat. The objectiveof Halani is to provide education to needy children from poor family and welfare ofschedule tribes and other backward communities The Company is supporting Halani Trust forproviding free education to children from economically weaker sections of the Societyschedule tribes and other back communities.

COVID 19 RELIEFS

Through Utthan Company has distributed 570 food grains kits and other essential itemsto poor family at village Shiludi Ghoda Joli and Dungri Gujarat Due to Covid-19pandemic the CSR planned activities around the plant area could not be completed duringthe financial year 2019-20 resulting into a small shortfall in CSR spent to theextent of Rs. 11.59 lacs.

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 Familiarization 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 Company's Policy of conducting theFamiliarization Program has been disclosed on the website of the Company athttps://www.apcotex.com/policy/Familiarisation%20Programme%20for%20Independent%20Directors%202019-20.pdf

F. CODE OF CONDUCT FOR PREVENTION OF INSIDER

TRADING

The Insider trading policy of the Company lays down guidelines and procedures to befollowed and disclosures to be made while dealing with the shares of the Company. Thepolicy has been formulated to regulate monitor and ensure reporting of deals bydesignated person/ employees and maintain the highest ethical standards of dealing inCompany 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 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. These are reviewed periodically and made part of work instructions or processin 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 RESPONSIBILITYSTATEMENT

The Directors confirm:

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

II. That they have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

III. That they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and

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

VII. That the Company has complied with provisions relating to the constitution ofInternal Complaints Committee 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 (PREVENTION PROHIBITION 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 DEPOSITSMATURED 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.

K. INSURANCE

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 2020-21. Unfortunately pandemicssuch as Covid-19 are still not covered under the LOP policy.

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 Company's Taloja Plant and Valia Plant havebeen regularly reviewing the safety measures and their implementation to ensure adequatesafety 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 tooperate the Plant at Valia Ankleshwar till 9th November 2024.

M. 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 II.

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. Please refer note no.16 of the Notice of AGM for inspection of the same.

N. DIRECTORS & KEY MANAGERIAL PERSONNEL Appointment:

1. Mrs. Priyamvada Bhumkar was appointed as an Independent Directorin the Board Meeting held on 31st October 2014 and the Shareholder approved theappointment at 29th AGM of the Company held on 31st July 2015 for a term of 5years and her term ended on 31st October 2019 She is eligible forre-appointment for another term of five consecutive years subject to approval of theMembers by Special Resolution. She has consented to her re-appointment and confirmed thatshe is not disqualified from being appointed as an Independent Director in terms ofSection 164 of the Companies Act 2013.

Based on the performance evaluation of the Independent Director (Mrs. PriyamvadaBhumkar) the Nomination & Remuneration Committee (NRC) and the Board of Directors ofthe Company at their Meetings held on 12th February 2020 have recommended there-appointment of Mrs.

Priyamvada Bhumkar as an Independent Director for a second term of fiveconsecutive years to hold the office till the conclusion of Annual General Meeting duringthe year 2024. During her tenure of appointment she shall not be liable to retire byrotation as provided under Section 152(6) of the Companies Act 2013. NRC and Board whilerecommending the name of Mrs. Priyamvada Bhumkar opined that she has the requiredexpertise experience and integrity to act as an Independent Director of the Company.

2. Mr. Ravishankar Sharma is appointed as an additional Director by Board ofDirectors at their meeting held on 21st May 2020. The Board also appointed himas an Executive Director of the Company for a term of 3 years effective from 1stMay 2020 on the recommendation of Nomination and Remuneration 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. Amit Choksey (DIN 00001470) will retire byrotation at the ensuing AGM of the Company and being eligible offer himself forre-appointment. The Board recommends his re-appointment.

Cessation:

Mr. Y B Gadgil – Executive Director who has been in the service of the Companyfor more than 3 decades his term of appointment as an Executive Director expired on 31stMarch 2020. He relinquished the post of Directorship held by him since February 2016 witheffect from close of business hours on 31st March 2020.

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.

O. AUDITORS Statutory Auditor

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 yearsat the 32nd AGM of the Company held on 27th July 2018 to hold officefrom the conclusion of the said Meeting till the conclusion of the 37th AGM tobe 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 have 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.

Cost Auditor

M/s. V J Talati & Co. Cost Accountants have been appointed as Cost Auditor of theCompany for the financial year 2020-21 under Section 148 of the Companies Act 2013 readwith the Companies (Cost Records and Audit) Amendment Rules 2014. M/s. V J Talati &Co have confirmed that they are free from any disqualifications as specified under theCompanies Act 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 CostAuditor is included at item No.8 of the Notice convening the AGM.

Secretarial Auditor

M/s. D S Momaya & Co. Company Secretaries has been appointed to conductthe Secretarial 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

Financial Certificate Officer of the Company pursuant to the Regulation 17 of SEBI(LODR) Regulations 2015 for the financial year 2019-20 under review was placed beforethe Board of Directors of the Company at its meeting held on 21st May 2020.

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 2020.

R. BUSINESS RESPONSIBILTY REPORT

Detailed Business Responsibility Report under Regulation 34 read with Schedule V ofSEBI (LODR) Regulations 2015 form part of this report

S. 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 are also be transferred tothe demat account of the IEPF Authority. Accordingly the Company has transferred theunclaimed dividend of Rs.707936 for the year 2011-12 during July 2019. Considering2011-12 as base year the Company has transferred 21535 Equity shares on which thedividend was unclaimed for 7 consecutive years to demat account of IEPF's authority incompliance with IEPF Rules during the financial year 2019-20 The Company had communicatedindividually to 249 Shareholders taking a base year of 2012-13 during March 2020 whoseshares are liable to be transferred to IEPF Authority during the financial year 2020-21.

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.

T. ACKNOWLEDGEMENT

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
Date: 21st May 2020
Place: Navi Mumbai

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