Apis India Ltd.
|BSE: 506166||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE070K01014|
|BSE 00:00 | 09 Jan||Apis India Ltd|
|NSE 05:30 | 01 Jan||Apis India Ltd|
|BSE: 506166||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE070K01014|
|BSE 00:00 | 09 Jan||Apis India Ltd|
|NSE 05:30 | 01 Jan||Apis India Ltd|
APIS India Limited
Yours Directors take pleasure in presenting the 39th (Thirty Ninth) Annual Report ofyour Company together with the Audited Accounts for the year ended March 31 2021.
1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:
(Rs in Lakh)
The The Board of Directors of your Company subject to the approval of shareholders atthe ensuing Annual General Meeting has recommended a dividend @ 4% (Rs 4 per preferenceshare of Rs 100/- each) for the year ended March 31 2021. The cash outflow on account ofdividend will be Rs 14 Lakh.
b) SHARE CAPITAL
The paid up share capital of your Company as on March 31 2021 was Rs 90100760divided into 5510076 equity shares of Rs 10/- each & 350000 4% Non-ConvertibleNon-Cumulative Preference Shares of Rs 100/- each. During the year under review yourCompany has neither issued shares with differential voting rights nor granted stockoptions nor sweat equity.
2. OPERATIONS REVIEW AND THE STATE OF AFFAIRS OF THE COMPANY Operational and FinancialOverview
The Company is one of the leaders in the field of organized honey trade in India. Withits world class in-house facility for testing processing and filtration for honey. It hasa state of art manufacturing facility spread over 7 acres in Roorkee Uttarakhand with acapacity to process over 100 tonnes of honey per day. With a mission to make pure andnatural products a part of consumers' everyday life the Company has also forayed intoTea Cookies and Preserves considering the changing purchase dynamic & growing needfor branded quality packaged products.
The Company always believes in taking challenges based on & has grown robustly tobecome a known player in the organized Honey Trade. The Company is a third generation ofentrepreneurs with extensive hands on knowledge of the trade. The Company has an ISO2200certification for documented procedure that applies to Food Safety framed by Internationalbody. The Company has also got the framed BRC ISO22000 KOSHER HALAL NON-GMO ORGANICCertification. The Company is also winner of Numerous Industry and Government of Indiaawards for Honey Export.
The Company has been thrice awarded the prestigious APEDA Export Award by Ministry ofCommerce Government of India for our achievement in exports of honey
In spite of continue challenging circumstances due to world-wide COVID-19 your Companycontinued to perform well. For the year under review it posted a Standalone Net Profitafter Tax of Rs 593.19 Lakh as compared to Rs 232.87 Lakh during the previous year. TheConsolidated Net Profit after Tax for the year was Rs 665.54 Lakh as compared to Rs 326.33Lakhs during the previous year.
This year the Company is planning to expend its product basket in spread category ChocoFlakes Peanut Butter Chocolate Spread Filter Apple Cider Vinegar and Multiple variantof Green Tea.
The Company has present its current category of product basket which includes variesnew product added in different category are detailed as follows:
The Company product under the brand name of APIS Himalaya have now become an importantplayer in branded Honey segment in India. The Company offers a wide variety in honeylike-Acacia Eucalyptus Himalaya Honey Lychee Sunflower and wild Flower Forest mainlyfor the international market.
Value Added Honey
The Company has taken honey to the next level! By adding the medicinal extracts ofindigenous flavour to the good old honey the Company has present our range of magicpotions.
I. Bee Fit Honey
The Company has lunch this year Apis Bee Fit the Intelligent way to lose weight boostimmunity and stay fit while dieting. A potent combination of Pippali Daru HaldiTriphala Ashwagandha & Dalchini with the right blend of honey make it the perfectweight loss partner. It supplements the essential nutrients on a weight-loss diet.
Apis Bee Fit Honey are available in convenient packing of 250gm and 500gm packs.
II. Lemon Infused Honey
The Company has incepted the new idea of Lemon Infused Honey which is inspired byAyurveda. Ayurveda considers lemon as a primary antioxidant that helps protect cells fromdamaging free radicals. Lemons are very rich in Vitamin C which plays a vital role inweight management and lower blood pressure. It adds to vitality is a remedy for morningdullness and boosts immunity. Added with Honey it is a health elixir in a bottle. Try ittoday! Lemon infused Honey are available in convenient packing of 100gm and 250gm packs.
III. Lychee Honey
The Company has lunch this year a new product in its Honey category i.e. Lychee Honey.Lychee is a great source of dietary fiber protein proanthocyanidins and polyphenoliccompounds which makes it an energizing fruit. 'Lychee Honey' is helpful in digestiveissues cognitive disorders helps improving blood circulation and protecting the bodyfrom various diseases and afflictions. 'Lychee honey' has the wealth of potassium andorganic compounds which are connected to a number of important health benefits. Sochoose the delicious way to heath today!
Lychee Honey are available in convenient packing of 100gm 250gm and 500gm packs.
IV. Sitopladi Honey
Sitopladi is an Ayurvedic remedy for respiratory issues like congestion. Banslochanpiper logum cardamom and cinnamon are believed to restore natural functions of therespiratory digestive and immune system of the body. The 'Immuno-modulator' content in itboosts immunity and vitality. Just one spoon of Sitopladi honey before bed takes care ofyour respiratory problems.
Sitopladi Honey are available in convenient packing of 100gm and 250gm packs.
V. Tulsi Infused Honey
The Company has incepted the new idea of Tulsi Infused Honey for its near miraculousmedicinal values lie holy Tulsi has been highly valued and worshipped in India forliousands of years. It is an excellent antioxidant liat protects lie body from manydiseases. Tulsi when infused wili Honey makes 'Tulsi Honey' a potent remedy for coughand cold respiratory disorders headache and helps in treating stomach flu urinary andgenital infections. Give it a try today.
Tulsi Infused Honey are available in convenient packing of 100gm and 250gm packs.
VI. Ginger Honey
For centuries Ginger is believed to be beneficial for healli and healing. Itsantiinflammatory and antioxidant properties help in relieving nausea loss of appetitemotion sickness pain cold and flu and inflammation. When infused wili Honey"Ginger Honey" is a boon for cough and cold related issues. It helps in reducinglie cholesterol and on maintaining healliy blood sugar levels. Try lie taste of goodhealli today!
Ginger Honey are available in convenient packing of 100gm and 250gm packs.
It also has specialized honey which comprises of Ginger Lemon Organic and honey withnuts. It is also certified with Non-GMO status a rarity in case of honey.
APIS Himalaya products are available in convenient packaging starting from 20 gm to 1.5kg packs in retail.
b) Green Tea
The Company five Senses Green Tea is an ode to the Great Tea tasting tradition. Thecolor the aroma the texture the mouth fee promises a sensorial epiphany. Our Tea issourced from tea gardens and is treated with the time honored process that ensure theright moisture texture flavour and aroma. For further intensification of leaves theyare oxidized in huge oxidation floors of our tea processing plants. Rolling then shapesour tea leaves in the right from which are then dried aged and packed to exhibit greattaste and aroma. Each of these processes is carried out in a climate controlled facilityto avoid spoilage and maintain the perfect tea texture and flavour. The Tea is also anelixir of Good Health longevity and possesses innumerable medicinal properties. It ispure joy in a cup-A true Connoisseur's choice!
c) Spicelicious Pickles
The Company has added its basket Spicelicious pickles which added magic to each meal.Apis pickles turn the most simplest of meals into an extravagance. Made from the best ofVegetables fruits Spices & Oils Apis pickles use the most elaborate of processes& recipes to bring the most magical pickles range for the challenging Indian Palette.
Each bite promises to bring a riot of sensations on the taste buds. Making lifetangier. An essential for every kitchen and Dinner table.
Since time immemorial pickles have been the common thread that have tied Indiatogether. Our assorted array of lip smacking pickles pair up wonderfully with Indianmeals.
The Company has this year lunch two newly category i.e. North Indian Pickles and SouthIndian Pickles.
North Indian Pickles
i. Green Chilli Pickle
A treat for lie adventurous foodies! Green chilli pickles are a delight to yourtastebuds.
Green Chilli Pickle are available in convenient packing of 400gm 500gm and 1kg packs.
ii. Lime Pickle
Sour limes transform into beautiful pickles. Enjoy our evergreen lime pickles wiliflatbreads.
Lime Pickle are available in convenient packing of 400gm 500gm and 1kg packs.
iii. Mango Tang
Lie quintessential Indian pickle. Pair it wili your favourite dishes to relish lie tangof lie king of fruits!
Mango Tag are available in convenient packing of 200gm 500gm and 200gm (TN) packs.
iv. Mixed Veggies Pickle
Lie goodness of mixed veggies to take your meals to lie next level of flavour.
Mixed Veggies Pickle are available in convenient packing of 400gm 500gm 1kg and 5kgpacks.
v. Red Stuff Pickle
A gentle reminder of your childhood. Pair liese pickles wili your favourite meals for aquick trip down memory lane.
Red Stuff Pickle are available in convenient packing of 400gm 500gm and 1kg packs.
South Indian Pickles
i. Gongura Pickle
A delicacy from Andhra Pradesh. Garlic infuses the classic gongura pickles with newflavour that take your meals to the next level!
Gongura Pickle are available in convenient packing of 200gm and 500gm packs.
ii. Lime Pickle
Sour limes transform into beautiful pickles. Enjoy our evergreen lime pickles wiliflatbreads.
Lime Pickle are available in convenient packing of 200gm 500gm and 200gm (TN) packs.
iii. Mango Tang
The quintessential Indian pickle. Pair it with your favourite dishes to relish the tangof the king of fruits!
Mango Tag are available in convenient packing of 200gm 500gm and 200gm (TN) packs.
vi. Mixed Veggies Pickle
The goodness of mixed veggies to take your meals to the next level of flavour.
Mixed Veggies Pickle with Garlic are available in convenient packing of 200gm 500gm200gm (TN) and 5kg packs.
iv. Tomato Pickle
This south Indian delicacy is the perfect accompaniment to go with your meals.
Tomato Pickle with Garlic are available in convenient packing of 200gm and 500gm packs.
Getting a consistent product throughout the year is a must and our quality Controlensures that you get the perfect taste in our preserves all year around. Right fromsourcing the right raw product to proper cleaning and treatment a stringent process flowis maintained to give you the best product. Kitchen essentials are kept as fresh as theydid when plucked. No added flavour or chemicals are used in Apis preserves.
The Company has introduced Ginger Garlic Paste in 100gm and 200gm pouches to make theirpresence in the domestic market and knock the door to reach the maximum no of consumers.
However our preserves are available in convenient packing staring from 25gm to 500gm.
Apis dates are a rich source of several vitamins minerals and fibers. These deliciousfruits contain oil calcium sulfur Iron Potassium Phosphorous Manganese copper andMagnesium- the building blocks for good health. Health specialists have said that eatingone date per day is necessary for balanced and healthy diet. The significant amounts ofminerals found in dates make it a super food for strengthening bones and fighting offpainful and debilitating diseases like osteoporosis. Dates also help in gaining weight andin muscle development. Studies have found dates beneficial in relief from constipationintestinal disorder heart problems anemia sexual dysfunction diarrhea abdominalcancer and many other conditions like night blindness and seasonal allergies.
The Company has this year introduced varies new category in dates. The fruit of kings!Apis offers you a wide assortment of dates that instantly make you feel like royalty!
Premium Seeded Dates
Seeded Zahidi dates are packed wili nutrition and healli benefits. And to quash liemyli liat all liings healliy cannot be healliy liis is one to relish. liese dates arevacuum packed to retain lieir freshness increasing lie longevity of lie products. PremiumSeeded Dates are available in the 500gm pack.
Royal Zahidi Dates
Zahidi dates are medium sized dates which are distinctively oval in shape.
They have a pale brown skin and a thick golden inner flesh that surrounds a singleseed. They have a considerably lower sugar content. Chewy and semi-dry in texture theZahidi date has a mildly sweet nutty and almost buttery flavor with a subtle tangreminiscent of dried apricots.
Royal Zahini Dates are available in convenient packing of 500gm and 150gm packs.
Arabian Pearls Dates
Arabian Pearl dates are deep dark brown in color wili a tender skin and sweet flavor.
Apis India is one of lie popular brands of dates in India. It is grown mainly in lieeastern region and is characterized by a unique natural glossy waxy layer covering itssmooli surface in addition to lie strong fiber structure which gives it a lesser sweettaste.
Arabian Pearls Dates are available in convenient packing of 500gm and 250gm packs.
Ajwa dates are soft dry medium-size date variety liat is about 3 centimeters inlengli. Ajwa dates have a glossy black- brown skin and pulp. lie pulp surrounds a centralelongated seed liat is often removed. Ajwa dates have a meaty chewy texture and a sweetflavor wili hints of caramel honey and cinnamon. Ajwa Dates are available in the 400gmpack.
Liese popular dates are grown across lie UAE regions. Khenaizi dates are softmedium-sized and mild in sweetness. Dark brown in color it has a juicy texture and isenjoyed even before it is fully dried. Khenaizi Dates are available in the 500gm pack.
Eating dates made easier! Enjoy the juicy taste of dates with the same amount ofnutrition and health benefits as the seeded ones but a lot more consumer friendly.Deseeded Dates are available in the 500gm pack.
f) Fruitilicious Jam
Fruitilicious Jam in its basket to bring out the kid in you with the finger-lickingApis range of Jam. Be it Roti's Dosas or Toast or Home cake toppings Apis has a widerange to choose from. Each spoon promises a delightful explosion of fruitiliciouness. Madefrom 100% real fruit ingredients Apis Jam along with being Yummy is nutritious andHealthy.
Apis Jam have a carefully chosen consistency that in spreads easily with spoon orknife. It is carefully sealed in impermeable glass & PET wrapping to keep it moisturefree to retain its taste and aroma.
The Company has incepted this year two new product in Jam Category i.e. Pineapple andMango.
Coming in diverse flavour like Mix- Fruit Orange Strawberry & Grapes Apis Jamspromises a flavour for every day of the week.
The Company has added this year a new product Macaroni in its basket to bring outtransport yourself to lie gastronomic wonderland of Italy. The Apis present to you liemost versatile pasta lie Macaroni!
Apis Macaroni are available in convenient packing of 180gm and 500gm packs.
h) Soya Chunks
The Company has further added this year a new product Soya Chunks in its basket. Ahealthy and tasty ingredient for your meals Apis Soya chunks are a protein powerhousewith 52% protein content these spongy balls used in the variety of curry & drypreparations enhance the taste & nutritional value of all kinds of recipes. The highprotein content helps in overall muscle growth & in developing strong immunity. Notonly this these golden chunks also have more for your health- "9 essential aminoacids". The Essential amino acids are not synthesized by the body itself & hencemust come from the food. These 9 essential amino acids are only available in soybeans inthe right proportions across all vegetarian sources.
These chunks are fat-free & high on fiber that helps to keep you healthy andhearty. Apis soya chunks are made from high-quality soybeans & packed in the fullyautomated plant so the right nutrition reaches your table. The spongy texture of thesechunks absorbs the taste of all the ingredients added to it. Just add this nutrition-richfood to your daily diet to stay healthy and strong.
i) Apple Cider Vinegar
The Company has added this year a new product named as Apis Apple Cider Vinegar in itsbasket.
Apis Apple Cider Vinegar has accumulated superfood status and fans of the vinegar saythat it can cure nearly everything that ails you. Truth is there are few studies thatsupport these uses so while you can add it to your diet without significantly upping yourrisk for weight gain it is best to stay realistic about it.
j) Corn Flakes
The Company has also added one more new product this year named as Apis Cornflakes inits basket.
Apis Cornflakes are much-loved breakfast cereals as they are not very high in caloriesand form quite a filling meal. Having a bowl of cornflakes and milk in the morning notonly keeps you full for longer but also prevents you from bingeing in between of themeals. Apis Cornflakes are packed with minerals vitamins dietary fibre proteins andcarbohydrates which are all essential for healthy living
3. COVID-19 IMPACT ON BUSINESS OUTLOOK
In the last year the COVID-19 pandemic developed rapidly into a global crisis forcinggovernments to enforce lock-downs of all economic activity. For the Company the focusimmediately shifted to ensuring the health and well-being of all employees and onminimizing disruption to services for all our customers and clients. Policy changesrelated to working from home and IT infrastructure supports were rolled out overnight tohelp our employees shift to this new work paradigm. The Company's focus on liquiditysupported by a strong balance sheet and acceleration in cost optimization initiativeswould help in navigating any nearterm challenges in the demand environment.
4. TRANSFER TO RESERVES
Your Company has transferred a sum of Rs 593.19 Lakh to the surplus for the financialyear ending 31st March 2021.
5. LISTING OF SHARES
The Company's equity shares are listed with BSE Limited. The annual listing fee for thefinancial year 2021-22 for the Stock Exchange has been paid.
6. SCHEME OF AMALGAMATION
As you aware that the Board of Directors of the Company at their meeting held onThursday May 30 2019 approved a Comprehensive Scheme of Amalgamation of APIS NaturalProducts Private Limited ('APIS Natural') and Modern Herbals Private Limited ('ModernHerbals') with APIS India Limited (herein after referred to 'APIS India' or the'Company') and their respective shareholders and creditors (hereinafter referred to asthe 'Scheme') under Sections 230 to 232 read with Section 66 and other applicableprovisions if any of the Companies Act 2013 including any statutory modification(s)thereto or re-enactment(s) thereof placed before them.
Subsequently the Company filed the applications in terms of Regulation 37 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the StockExchange and SEBI for their 'No Observation Letter' to the Scheme. The Company receivedthe 'No Observation Letter' from the Stock Exchange i.e. BSE Limited (BSE) vide theirletter dated 18th September 2019. The Company had filed the first motion applicationbefore Hon'ble National Company Law Tribunal Bench (NCLT) New Delhi Bench forinstructions for exemption of convening the meetings of Equity Shareholders SecuredCreditors and Unsecured Creditors for approving the Scheme of Arrangement.
The Members are informed that due to pandemic caused by COVID-19 hearing in Hon'bleNCLT was pending before the Bench and there is no progress last year.
7. SUBSIDIARY & GROUP COMPANIES
Your Company continues to have 1 (one) wholly owned subsidiary with the name and styleof Anantadrishti Smart India Private Limited 1 (one) overseas associate company with thename and style of APIS Pure Foodstuff LLC Dubai and Associate Company named as KapilAnand Agro Private Limited.
Apart from above there are no subsidiary/ Associate Companies as per the provisions ofCompanies Act 2013 which have become or ceased during the year under review.
Audited Financial Statements of Company's subsidiary and Associates are available onCompany's website at www.apisindia.com and the same are available for inspection at theRegistered Office of the Company. The same will also be made available to interestedmembers upon getting request.
The Company has laid down policy on Material subsidiary and the same is placed on thewebsite of the Company. The said policy may be accessed at the following web link:https://www.apisindia.com/pdf/Policy-for- Determination-of-Materiality.pdf
None of the subsidiary fall within the meaning of "Material Non- listed Indiansubsidiary" as defined in the policy adopted by the Company.
Report on the highlights of performance of Subsidiaries Associates and Joint VentureCompanies and their contribution to the overall performance of the Company.
Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Amendment Rules 2014 the report on highlights of performance of subsidiariesassociates and Joint Venture Companies and their contribution to the overall performanceof the Company is attached as Annexure-I to this report. Information with respect tofinancial position of the above entities can be referred in form "AOC-1" whichforms part of the notes to the consolidated financial statements.
8. FINANCIAL STATEMENTS
In accordance with the Ministry of Corporate Affairs ("MCA") circular datedJanuary 13 2021 read with circulars dated April 08 2020 April 13 2020 and May 5 2020the Annual Report 2020-21 containing complete Balance Sheet Statement of Profit &Loss other statements and notes thereto including consolidated financial statementsprepared as per the requirements of Schedule III to the Act Directors' Report (includingIntegrated Reporting and Management Discussion & Analysis and Corporate GovernanceReport) is being sent only via email to all shareholders who have provided their emailaddress(es).
The Annual Report 2020-21 is also available at the Company's website at www.apisindia.com.
9. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated Financial Statements of your company for the Financial Year 2020-21have been prepared in accordance with the principles and procedures of Indian AccountingStandards 110 (Ind AS) as notified under the Companies (Ind As) Rules 2015 as specifiedunder section 133 of the Companies Act 2013 ("the Act") as amended time totime.
In compliance to Section 129 of the Act read with rules made thereunder and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") Consolidated Financial Statements prepared on the basis of auditedfinancial statements received from subsidiary/ associate companies as approved by theirrespective Boards forms part of this report. In compliance with section 129 of theCompanies Act 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules 2014 astatement containing the salient features of the financial statements of the subsidiaryand associate company of the Company in form AOC-1 which forms part of the notes to thefinancial statements.
Pursuant to the provision of section 136 of the Act the financial statementsconsolidated financial statements along with relevant documents and separate auditedaccounts in respect of subsidiary and Associates are available on the website of theCompany i.e. www.apisindia.com.
10. CREDIT RATING
The Company's bank facilities are rated by Brickwork Ratings India Pvt. Ltd. They haveassigned rating BBB-/Stable for working capital facilities which reaffirms the reputationand trust the Company has earned for its sound financial management and its ability tomeet its financial obligations.
11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The Information relating to conservation of energy technology absorption foreignexchange earnings and outgo under Section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 is enclosed as Annexure-II and forms part to this report.
12. DETAILS OF BOARD MEETING
During the year 07 (Seven) Board Meetings and 6 (Six) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report.
The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013.
Board meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions.
13. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 ('the Act') read with rule 12(1)of Companies (Management and Administration) Rules 2014 extract of Annual Return isannexed as 'Annexure-III'.
14. MANAGING THE RISK OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES
Vigil Mechanism / Whistle Blower Policy
Your Company has zero tolerance policy for any form of unethical behaviour. Inaccordance with Section 177(9) of the Act Rule 7 of the Companies (Meetings of Board andits Powers) Rules 2014 and Regulation 22 of the Listing Regulations Company hasformulated vigil mechanism viz. Whistle Blower Policy to encourage the company employeeswho have knowledge of actual or suspected violation malpractices corruption fraud orunethical conduct leak of unpublished price sensitive information. The employees can comeforward and express their legitimate concerns to the Audit Committee Chairperson withoutany fear of reprimand victimisation or unfair treatment.
The Board has formulated policy on Whistle Blower and the same may be accessed at thewebsite of the Company i.e. https://www. apisindia.com/pdf/vigil_mechanism_policy. pdf.
The same is reviewed by the Audit Committee from time to time. No concerns orirregularities have been reported by employees/directors till date.
15. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms and accepts the responsibility for the followingin respect of the Audited Annual Accounts for the financial year ended March 31 2021:
(a) that in the preparation of the annual accounts for the financial year ending 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(b) that the directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
(c) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts/financial statements have been prepared on a going concernbasis; and
(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Standalone Financial Statements.
There are no materially significant related party transactions made by the Companywhich may have potential conflict with the interest of the Company at large and thusdisclosure in the Form AOC-2 is not required.
i) Statutory Report and their Report
In pursuant to Section 139 of Companies Act 2013 and the Rules made thereunder theStatutory Auditors of the Company M/s S R D P & Co. (Firm Registration no. 509930C)have served the company for two terms of five consecutive years before the act wasnotified and will be completing the maximum number of transitional period of at theensuing Annual General Meeting. Accordingly pursuant to section 139(2) of the CompaniesAct 2013 they will not be eligible for re-appointment as the auditors of the Company atthe ensuing Annual General Meeting. The Board of Directors places on record itsappreciation of the valuable services rendered by M/s S R D P & Co. as the StatutoryAuditors of the Company.
Accordingly on the recommendation of Audit Committee the Board of Directors of theCompany have recommended to the shareholders for the appointment of M/s G A M S &Associates LLP. Chartered Accountant (Firm Registration No. 0N500094) as statutoryauditors for a period of five consecutive years commencing from the conclusion of 39th AGMtill the conclusion of 44th AGM pursuant to section 139 of the Companies Act 2013.Requisite resolution regarding their appointment is included in the Notice of ensuing AGMfor approval by the members.
M/s G A M S & Associates LLP Chartered Accountants (Firm Registration No.0N500094) have furnished a certificate of their eligibility under Section 139 and 141 ofthe Companies Act 2013 and the Rules framed thereunder for the appointment as Auditors ofthe Company. Also as required under Regulation 33(1) (d) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the auditors have confirmed that they holda valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.
However for the Financial Year ended March 31 2021 the report of the auditors M/s SR D P & Co. Chartered Accountants does not have any qualifications and adverseremarks and notes on Financial Statements referred to in the Auditors' Report areselfexplanatory and therefore do not call for further explanations/ clarification in theDirectors Report.
Pursuant to the provision of Section 143 (12) of the Companies Act 2013 and Rulesframe thereunder that there have been no instance of fraud reported by the Auditorseither to the Company or to the Central Government.
The necessary resolution(s) seeking your approval for their appointment as statutoryauditors are included in the notice of the ensuing annual general meeting along with briefcredentials and other necessary disclosures required under the Act and the Regulations.
ii) Cost Auditors
In Pursuant to Section 148 of the Companies Act 2013 and rules and regulation madethereunder read with Companies (Accounts) Amendment Rules 2018 the requirements of costauditors and cost audit are not applicable to the Company.
iii) Secretarial Auditors and Secretarial Audit Report
In terms of Section 204(1) of Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s AnandNimesh & Associates Company Secretaries Delhi to do the secretarial audit of theCompany for the financial year ending 31st March 2021. The said firm has issued theirconsent to do the secretarial audit for the company for the said period.
M/s Anand Nimesh & Associates Company Secretaries have now completed theirsecretarial audit and have issued their certificate as per prescribed format in MR-3 tothe shareholders of the Company which is annexed to this Report as Annexure-IV. They haveno observations in their report and have confirmed that the Company has proper boardprocesses and a compliance mechanism in place. They have also complied with the relevantstatutes rules and regulations applicable to the Company and with the applicablesecretarial standards.
The members are further informed that Board of Directors on recommendation of AuditCommittee reappointed M/s Anand Nimesh & Associates Company Secretaries in Practiceas Secretarial Auditors of the company in pursuant to the provisions of the Section 204 ofthe Companies Act 2013 and the Rules made thereunder (including any statutorymodification(s) or reenactment thereof for the time being in force) for the financial year2021-2022.
iv) Internal Auditors
The Board of Directors on recommendation of Audit Committee re-appointed M/s MukhtarAlam & Associates Chartered Accountants as Internal Auditors of the company inpursuant to the provisions of Section 138 of the Companies Act 2013 and the Rules madethereunder (including any statutory modification(s) or reenactment thereof for the timebeing in force) for the financial year 2021-22.
18. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS
In compliance with the Listing Regulations the Company has a policy on Materiality ofRelated Party Transactions and dealing with Related Party Transactions (RPT Policy). TheRPT Policy can be accessed on the website of the Company viz. https://www.apisindia.com/pdf/Related_Party_Policy.pdf
All Related Party Transactions entered into by your Company during the Financial Year2020-21 were on an arm's length basis and were in the ordinary course of business. Therewere no materially significant Related Party Transactions entered into by the Company withPromoters Directors Key Managerial Personnel or other related parties which may have apotential conflict with the interest of the Company. Requisite prior approval of the AuditCommittee of the Board of Directors was obtained for Related Party Transactions.Therefore disclosure of Related Party Transactions in Form AOC-2 as per the provisions ofSection 134(3)(h) and Section 188 of the Companies Act 2013 read with the Rule 8(2) ofthe Companies (Accounts) Rules 2014 is not applicable. Attention of Members is also drawnto the disclosure of transactions with related parties set out in Note No.39 of StandaloneFinancial Statements forming part of the Annual Report. None of the Directors had anypecuniary relationships or transactions vis-a-vis the Company.
Further the Company has not entered into any transactions with any person or entitybelonging to the promoter/promoter group which hold(s) 10% or more shareholding in theCompany during the Financial Year 2020-21.
19. INTERNAL FINANCIAL CONTROL
The Company has a well-established internal control framework which is designed tocontinuously assess the adequacy effectiveness and efficiency of financial andoperational controls. The Internal Financial Controls ("IFCs") are commensuratewith the scale and complexity of its operations. The controls were tested during the yearand no reportable material weaknesses either in their design or operations were observed.The current system of IFCs is aligned with the requirement of the Act and is in line withglobally accepted risk- based framework.
All internal Audit findings and control systems are periodically reviewed by the AuditCommittee of the Board of Directors which provides strategic guidance on internalcontrol.
20. RISK MANAGEMENT POLICY
In Compliance with the requirement of the Companies Act 2013 the Company has put inplace Risk Minimization and Assessment Procedure. In order to effectively and efficientlymanage risk and address challenges the Company has formulated Risk Management Policy.
The objective of any risk identification and assessment process is to evaluate thecombination of likehood and level of negative impacts from an event. The three maincomponents of risk assessment are business risk service/operational risk and externalrisk.
The Company manages the risk in line with current risk management best practices. Thisfacilities the achievement of our objectives operational effectiveness and efficiencyprotection of people and assets informed decision-making and compliance with applicablelaw and regulations.
The Board has formulated policy on Risk Management Policy and it may be accessed at thewebsite of the company https://www. apisindia.com/pdf/Risk-Management-Policy-. pdf
21. COMMITTEES OF BOARD
(i) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
In terms of section 135 of the Companies Act 2013 and rule framed thereunder theCompany has constituted a Corporate Social Responsibility (CSR) Committee to recommend andmonitor expenditure on CSR. The CSR Committee comprises of Mr. Karan Ahooja as Chairmanand Mr. Vimal Anand Mr. Amit Anand Mrs. Menika Garg and Mr. Sushil Gupta are the membersof the committee.
The Members are informed that Mrs. Shalini Malik was resigned from the Board of theCompany w.e.f 31/12/2020 and Mrs. Menika Garg was appointed as Additional IndependentDirector as on January 15 2021 and on the same date she has also join CSR Committee.
Based on the recommendations of the CSR Committee the Company has laid down a CSRpolicy which is displayed on the website of the Company. It can be accessed at theweb-link at https:// www.apisindia.com/pdf/APIS-INDIA- LMITED-CSR-Policy-.pdf
The Company is committed to Corporate Social Responsibility. The Company during theyear ended March 31 2021 was required to spend 2% of the average net profit of theCompany for three immediately preceding financial years i.e. Rs 22.00 Lakh. During theyear under review your Company as part of its CSR initiatives has spent an amountaggregating to Rs 28.00 Lakh on the projects covered under the CSR Policy of the Company.
The details of the CSR Activities are given as 'Annexure- V' which forms part of thisReport.
(ii) AUDIT COMMITTEE
In terms of Section 177 of the Companies Act 2013 read with Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Your Company has inplace Audit Committee of Board of Directors with Mrs. Sunita Chaddha as Chairperson Mrs.Menika Garg & Mr. Karan Ahooja as members.
The Members are informed that Mrs. Shalini Malik was resigned from the Board of theCompany w.e.f 31/12/2020 and Mrs. Menika Garg was appointed as Additional IndependentDirector as on January 15 2021 and on the same date she has also join Audit Committee.
The terms of reference of Audit Committee are confined to new Companies Act 2013 &Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 read with Part-C of Schedule II.
The details of meetings with attendance thereof and terms of reference of AuditCommittee have been provided in the Corporate Governance Report which forms part of thisreport.
The composition of Audit Committee is as follows:
(iii) NOMINATION AND REMUNERATION
In terms of Section 178 of the Companies Act 2013 ('Act') read with Companies (Meetingof the Board and its Power) Rules 2014 and Regulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 your Company has in place duly constitutedNomination and Remuneration Committee.
The details of the composition of the committee along with other details are availablein the Corporate Governance which is forming part of this Annual Report.
The details of the Remuneration Policy are given as 'Annexure-VI' forming part of thisReport.
It is hereby affirmed that the
Remuneration paid is as per the Remuneration Policy of the Company.
(iv) STAKEHOLDER RELATIONSHIP COMMITTEE
The Company has also formed Stakeholder's Relationship Committee in compliance to theCompanies Act 2013 & Regulation 20 of SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015. The details about the composition of the said committeeof the Board of Directors alongwith attendance thereof has been provided in the CorporateGovernance Report forming part of this report.
22. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
In terms with Section 149 (7) of the Companies Act 2013 Independent Directors of theCompany have submitted declarations that they meet the criteria of Independence asprovided in Section 149(6) of the Companies Act 2013 and also Regulation 16(1)(b) and25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Board of the Company after taking these declarations on record and acknowledgingthe veracity of the same concluded that the Independent Directors are persons ofintegrity and possess the relevant expertise and experience to qualify as IndependentDirectors of the Company and are Independent of the Management of the Company.
In accordance with the provisions of Section 150 of the Act read with the applicablerules made thereunder the Independent Directors of the Company have confirmed that theyhave registered themselves in the Independent Directors data bank maintained by the IICAand unless exempted have also passed the online proficiency self-assessment testconducted by IICA.
The Independent Directors have also complied with the Code for Independent Directors asper Schedule IV of the Companies Act 2013.
None of the Directors of the Company are related inter-se in terms of Section 2(77) ofthe Act including Rules there under.
23. DIRECTORS & KEY MANAGERIAL PERSONNEL
i) Resignation of Mrs. Shalini Malik from the post of Directorship
The Directors regret to inform about the resignation of Mrs. Shalini MalikNon-Executive-Independent Director of the Company on 31st December 2020. The Directorsrecord their very sincere appreciation of the valuable services rendered by her duringtheir long tenure.
ii) Appointment of Mrs. Menika Garg as Non-Executive-Independent Director
The Board based on the recommendation of Nomination and Remuneration Committee hasappointed Mrs. Menika Garg (DIN: 08130106) as an Additional Independent Director of theCompany w.e.f. 15th January 2021 for a term of five years not liable to retire byrotation. The Resolution pertaining to her appointment is being placed for your approvalin the ensuing Annual General Meeting.
The details as required under Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 regarding Mrs. Menika Garg are provided in theNotice of 39th Annual General Meeting.
The Board recommends her appointment as Non-Executive-Independent Director of theCompany.
iii) Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 and Articleof Association of the Company read with Companies (Appointment and Qualification ofDirectors) Rules 2014 Mrs. Prem Anand (DIN: 00951873) retires by rotation at the ensuingAnnual General Meeting and being eligible has offers herself for re-appointment. Thedetails as required under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 regarding Mrs. Prem Anand are provided in the Notice of39th Annual General Meeting.
The Board recommends her reappointment.
iv) Woman Director
In terms of Section 149 of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 and Regulation 17 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has appointed Mrs. SunitaChaddha (DIN: 03398434) and Mrs. Menika Garg (DIN:08130106) who are serving on the Boardof the Company as Independent Director.
24. EVALUATION OF THE BOARD'S PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligation and Disclosures Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & RemunerationStakeholder Grievances Committee and Corporate Social Responsibility Committee.
A Separate meeting of the independent directors ('Annual Independent Director meeting)was convened which reviewed the performance of the Board (as a whole) the non-independent directors and the chairperson. Post of Annual ID meeting the collectivefeedback of each of the independent directors was discussed by the Chairperson of theNomination and Remuneration Committee with the Board's Chairperson covering performance ofthe Board as a whole performance of the non-independent directors and performance of theBoard Chairman.
25. EXPLANATION OR COMMENT OR QUALIFICATION RESERVATION OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT.
There were no qualifications reservation or adverse remarks made by the Auditors intheir respective reports.
The Company does not have any deposits and has neither accepted any deposits during theyear under Chapter V of the Companies Act 2013 read with its rules and regulations madethereunder.
27. LOAN FROM DIRECTOR
The members are informed that during the year the Company has raised Rs 2/- Crores(Rupees Two Cores only) aggregating to Rs 6/- Crores (Rupees Six Crores Only) unsecuredloan from Mrs. Prem Anand Director of the Company for enhancing working capitalrequirement @ 9.25% p.a.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
The Member are informed there was no significant and material orders was passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations.
29. CORPORATE GOVERNANCE
As per the requirement of Regulation 34(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 executed with the Stock Exchange(s) a report on CorporateGovernance is annexed which forms part of this Annual Report. A certificate from aPractising Company Secretary confirming compliance with the conditions of CorporateGovernance is also annexed.
30. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report is annexed and forms part of this Report.
31. SEXUAL HARASSMENT OF WOMAN AT WORK PLACE
The Company has zero tolerance for sexual harassment at workplace and has formulated apolicy on Prevention Prohibition and Redressal of Sexual harassment at the workplace inline with the provisions of the Sexual Harassment of woman at workplace (PreventionProhibition and Redressal) Act 2013 and rules there under.
The Policy aim to provide protection to employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where employees feel secure.
The Company has also constituted an internal Complaints Committee to inquire intocomplaints of sexual harassment and recommend appropriate action.
There were no complaint received from any employee during the financial year 2020-2021and hence no complaint is outstanding as on March 31 2021.
The Board has formulated policy on Sexual Harassment Policy and it may be accessed atthe website of the company https://www. apisindia.com/pdf/Policy-on-S.H.W-. pdf
32. INDEPENDENT DIRECTOR'S FAMILIARISATION PROGRAMME
As per requirement under the provisions of Section 178 of the Companies Act 2013 readwith Companies (Meeting of the Board and is powers) Rules 2014 and SEBI (LODR)Regulations 2015 your Company had adopted a familiarisation programme for independentdirectors to familiarise them with the Company their role rights responsibilities inthe Company nature of the industry in which the Company operates business modelmanagement structure industry overview internal control system and processes riskmanagement framework functioning of various divisions HR Management etc.
Your company aims to provide its independent Directors insight into the Companyenabling them to contribute effectively.
The details of familiarisation program may be accessed on the Company's websitehttps:// www.apisindia.com/pdf/Familiarisation- Programme-for-Independent-Directors.pdf
33. PARTICULARS OF EMPLOYEES
Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 astatement showing the names and other particulars of the top ten employees and theemployees drawing remuneration in excess of the limits set out in the said rules isenclosed as 'Annexure-VII' and forms part of this Report.
34. MANAGERIAL REMUNERATION
The information required under Section 197(12) of the Companies Act 2013 read withRules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in 'Annexure-VIII' forming part of this report.
35. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There has been no material Change and Commitment affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report.
36. BUY BACK OF SECURITIES
The Company has not bought back its securities during the year under review.
37. SWEAT EQUITY
The Company has not issued any Sweat Equity shares during the year under review.
38. BONUS SHARES
No Bonus shares were issued during the year under review.
39. EMPLOYEE STOCK OPTION SCHEME
The Company has not provided any Stock Option Scheme during the year under review.
40. CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no material change in the nature of business during the period underreview.
41. SECRETARIAL STANDARDS
As on March 31 2021 the Secretarial Standard 1 & 2 on Board Meeting has beennotified and the Company has complied with the requirements of the said SecretarialStandards.
A Certificate of compliances issued by the Secretarial Auditor M/s Anand Nimesh &Associates is enclosed as Annexure-IV and forms part of this Report.
The Directors place on record their appreciation for the assistance help and guidanceprovided to the Company by the Bankers and Authorities of State Government and CentralGovernment from time to time. The Directors also place on record their gratitude toemployees and shareholders of the Company for their continued support and confidencereposed in the management of the Company.