APIS India Limited
Yours Directors take pleasure in presenting the 37th (Thirty Seventh) Annual Report ofyour Company together with the Audited Accounts for the year ended March 31 2019.
1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:
| || || |
(Rs. in Lakh)
|PARTICULARS || |
| ||For the year ended 31st March 2019 ||For the year ended 31st March 2018 ||For the year ended 31st March 2019 ||For the year ended 31st March 2018 |
|Sale and other Income ||22502.12 ||19667.80 ||22502.12 ||19667.80 |
|Profit before depreciation ||1529.02 ||1831.78 ||1528.92 ||1831.55 |
|Depreciation ||280.32 ||214.62 ||280.32 ||214.62 |
|Profit before tax and after depreciation ||1248.70 ||1617.16 ||1248.60 ||1616.93 |
|Provision for taxation ||290.59 ||482.98 ||290.59 ||482.98 |
|CSR ||30.50 ||26.00 ||30.50 ||26.00 |
|Profit after tax ||927.61 ||1134.18 ||927.51 ||1133.95 |
|Share of profit of an associate (net of taxes) ||- ||- ||127.66 ||58.36 |
|Minority Interest ||- ||- ||- ||- |
|Net Profit available for appropriation ||927.61 ||1134.18 ||1055.17 ||1192.31 |
|Appropriations: || || || || |
|Proposed Dividend on preference shares ||14.00 ||14.00 ||14.00 ||14.00 |
|Dividend Tax ||2.87 ||2.87 ||2.87 ||2.87 |
|Earnings Per Share [Equity share of Rs.10] || || || || |
|-Basic earnings per share (In Rs.) ||16.83 ||20.58 ||19.15 ||21.64 |
|-Diluted earnings per share (In Rs.) ||16.83 ||20.58 ||19.15 ||21.64 |
|Dividend per share (In Rs.) ||4.00 ||4.00 ||4.00 ||4.00 |
The Board of Directors of your Company subject to the approval of shareholders at theensuing Annual General Meeting has recommended a dividend @ 4% (Re. 4 per preferenceshare of '100/- each) for the year ended March 31 2019. The cash outflow on account ofdividend will be ' 14 Lakh and corporate dividend tax would be ' 2.87 Lakh.
b) SHARE CAPITAL
The paid up share capital of your Company as on March 31 2019 was ' 90100760divided into 5510076 equity shares of ' 10/- each & 350000 4% Non-ConvertibleNon-Cumulative Preference Shares of ' 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 Financial Overview
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 Rorkee 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 to
become a known player in the organized Honey Trade. The Company is a third generationof entrepreneurs with extensive hands on knowledge of the trade. The Company has anISO2200 certification for documented procedure that applies to Food Safety framed byInternational body. The Company has also got the framed ORGANIC TUV USFDAM KOSHER EICAPEDA certification. The Company is also winner of Numerous Industry and Government ofIndia awards for Honey Export.
During the year under the Company has awarded as emerging FMCG brand at Time of IndiaBusiness Award 2019.
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 challenging circumstances during the year your Company continued toperform well. For the year under review it posted a Standalone Net Profit after Tax of '927.61 Lakh as compared to ' 1134.18 Lakh during the previous year. The Consolidated NetProfit after Tax for the year was ' 1055.17 Lakh as compared to ' 1192.31 Lakhs during theprevious year.
This year the Company is planning to expend its product basket in spread category likeHummus Date Syrup and Multiple variant of Green Tea with Honey.
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 of indigenous flavour to the good old honeythe Company has present our range of magic potions.
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 Himalayaproducts are available in convenient packaging starting from 20 gm to 1.5 kg packs inretail.
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 convenientpacking 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 of180gm and 500gm packs.
3. TRANSFER TO RESERVES
Your Company has transferred a sum of ' 927.61 Lakh to the surplus for the financialyear ending 31st March 2019
4. LISTING OF SHARES
The Company's equity shares are listed with BSE Limited. The annual listing fee for thefinancial year 2019-20 for the Stock Exchange has been paid.
5. SCHEME OF AMALGAMATION
The Board of Directors of the Company at their meeting held on Thursday May 30 2019approved a Comprehensive Scheme of Amalgamation of APIS Natural Products Private Limited('APIS Natural') and Modern Herbals Private Limited ('Modern Herbals') with APIS IndiaLimited (herein after referred to 'APIS India' or the 'Company') and their respectiveshareholders and creditors (hereinafter referred to as the 'Scheme') under Sections 230to 232 read with Section 66 and other applicable provisions if any of the Companies Act2013 including any statutory modification(s) thereto or re-enactment(s) thereof placedbefore them.
APIS Natural and Modern herbals are part of the Promoter Group of APIS India. APISNatural holds 1.07% of APIS India's Paid-Up Equity Share Capital and Modern Herbals holds2.61% of APIS India's Paid-Up Equity Share Capital. Pursuant to the proposed amalgamationof APIS Natural and Modern Herbals with APIS India post-merger paid-up capital of theCompany will remain same and there will be no dilution for any shareholders includingpublic shareholders. In terms of the Scheme the equity shares held by APIS Natural andModern Herbals in the Company shall stand cancelled and equivalent number of equity sharesshall be issued by APIS India to the shareholders of APIS Natural and Modern Herbals inproportion to the shareholding of the shareholders in APIS Natural and Modern Herbals.
The Promoters will continue to hold the same percentage of shares in APIS India i.e.74.72% of APIS India's Paid-Up Equity Share Capital even after this proposedmerger/amalgamation. The purpose of this amalgamation is to simplify the shareholdingstructure and reduction of shareholding tiers and to demonstrate the Promoter Group'sdirect commitment to and engagement with APIS India.
Further preference shares held by APIS Natural and Modern Herbals in APIS India willalso be cancelled pursuant to the merger/ amalgamation.
Upon the Scheme being effective equity shares issued by APIS India pursuant to theScheme would be listed on the Bombay Stock Exchange ('BSE').
This Scheme is subject to consent / approval of requisite majority of shareholders andcreditors of APIS India APIS Natural and Modern Herbals and sanction of thejurisdictional NCLT and all other regulatory approvals as may be necessary for theimplementation of the Scheme.
6. SUBSIDIARY & GROUP COMPANIES
Your Company has 1 (one) wholly owned subsidiary and 1 (one) overseas associate companywith the name and style of APIS Pure Foodstuff LLC Dubai.
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.
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. Informationwith respect to financial position of the above entities can be referred in form AOC-1which forms part of the notes to the consolidated financial statements.
7. APPLICABLITY OF INDIAN ACCOUNTING STANDARDS (IND AS)
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) and Ind AS hasreplaced the existing Indian GAAP prescribed under Section 133 of the Companies Act 2013read with Rule 7 of the Companies (Accounts) Rules 2014. The Company has adopted IndianAccounting Standards ("Ind AS") from April 01 2017 (transition date to Ind ASis April 01 2016) and the financial Statements have been prepared in accordance withrecognition and measurement principal of Indian Accounting Standards ("Ind AS")as prescribed under the Companies (Indian Accounting Standards) Rules 2015 as specifiedin section 133 of the Companies Act 2013 as amended time to time. The Annual Accounts forthe year ended March 31 2019 have been prepared in accordance to Indian AccountingStandard (Ind AS).
8. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated Financial Statements of your company for the Financial Year 2018-19have 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 rules made thereunder ConsolidatedFinancial Statements prepared on the basis of audited financial statements received fromsubsidiary/ associate companies as approved by their respective Boards forms part of thisreport. In compliance with section 129 of the Companies Act 2013 (Act) read with Rule 5of the Companies (Accounts) Rules 2014 a statement containing the salient features ofthe financial statements of the subsidiary and associate company of the Company in form AOC-1which forms part of the notes to the financial 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 are available on the website of the Company i.e. www.apisindia.com.
9. 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 thisreport.
10. DETAILS OF BOARD MEETING
During the year 07 (Seven) Board Meetings and 5 (Five) 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.
11. 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'.
12. MANAGING THE RISK OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES
Vigil Mechanism / Whistle Blower Policy
Your Company has established a "Vigil Mechanism" for its employees andDirectors enabling them to report any concerns of unethical behaviour suspected fraud orviolation of the Company's code of conduct.
To this effect the Board has adopted a "Whistle Blower Policy" (WBP) whichis overseen by the Audit Committee. The policy provides safeguards against victimizationof the whistle blower. Employees and other shareholders have direct access to the chairmanof the Audit Committee for lodging concern if any for review.
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
13. 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 2019:
(a) that in the preparation of the annual accounts for the financial year ending 31stMarch 2019 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.
14. 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 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
At the 34th Annual General Meeting held on 28th September 2016 the shareholders hadapproved the appointment of M/s SRDP & Co (Formerly Known as M/s Sudhir Agarwal &Associates) Chartered Accountants (ICAI Firm's Registration No. 509930C) as the StatutoryAuditors for a period of 5 years commencing from the conclusion of the 34th Annual GeneralMeeting until the conclusion of 39th Annual General Meeting subject to ratification bythe shareholders every year.
Pursuant to the recent amendment to Section 139 of the Act effective 7th May 2018ratification by Shareholders every year for the appointment of the Statutory Auditors isno longer required and accordingly the notice of ensuing Annual General meeting does notinclude the proposal for seeking shareholders' approval for ratification of StatutoryAuditors appointment. In terms of the Listing Regulations the auditors have confirmedthat they hold a valid certificate issued by the Peer Review Board of the ICAI.
There are no qualifications reservations or adverse remarks made by M/s SRDP & Co(Formerly Known as M/s Sudhir Agarwal & Associates) Statutory Auditors in theirreport for the financial year ended March 31 2019. Pursuant to the provisions of section143(12) of the Companies Act 2013 the Statutory Auditors have not reported any incidentof fraud to the Audit Committee during the year under review.
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 2019. 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 re-enactment thereof for the time being in force) for the financialyear 2019-2020.
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 201920.
16. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS
Details of Related party transactions if any covered under the provisions of Section188 of the Act are given in the notes to the Financial Statements.
All the transactions if entered were on an arm's length basis and were in the ordinarycourse of business and are in compliance of the provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. There are no materiallysignificant related party transactions made by the company which may have potentialconflict with the interest of the Company at large and thus disclosure in Form AOC-2 isnot required.
Omnibus approvals are obtained for related party transactions which are repetitive innature. In respect of unforeseen transactions specific approvals would be taken ifrequired.
All related party transactions are approved/ reviewed by the Audit Committee onquarterly basis with all the necessary details and are presented to the Board and takenon record.
The Board has formulated policy on Related Party Transactions and it may be accessed atthe website of the company https://www. apisindia.com/pdf/Related_Party_Policy.pdf
17. INTERNAL FINANCIAL CONTROL
The Company has in place an established internal control system to ensure properrecording of financial & operational information compliance of various internalcontrol and other regulatory/statutory compliances. All internal Audit findings andcontrol systems are periodically reviewed by the Audit Committee of the Board ofDirectors which provides strategic guidance on internal control.
18. 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
19. 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. Shalini Malik and Mr. Sushil Gupta are themembers of the 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 2019 was required to spend 2% of the average net profit ofthe Company for three immediately preceding financial years i.e. ' 30.33 Lakh. During theyear under review your Company as part of its CSR initiatives has spent an amountaggregating to ' 30.50 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 ofthis Report.
(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.Shalini Malik & Mr. Karan Ahooja as members.
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 Board of Directors of your Company has re-constituted the composition of AuditCommittee in their meeting held on January 31 2019 due to untimely and sad demise of Mr.Deepak Anand Chairman of the Company and member of Audit Committee.
The re-constituted composition of Audit Committee is as follows:
|S. No ||Name of the Director ||Designation |
|1. ||Mrs. Sunita Chaddha ||Chairperson |
|2. ||Mrs. Shalini Malik ||Member |
|3. ||Mr. Karan Ahooja ||Member |
(iii) NOMINATION AND REMUNERATION COMMITTEE
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 partof this Report.
It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy ofthe 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.
20. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
All the Independent Directors have given a declaration under section 149(7) of theCompanies Act 2013 they meet the criteria of independence as provided in Section 149(6)of the Companies Act 2013 and Regulations 16(1)(b) & 25 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015.
21. DIRECTORS & KEY MANAGERIAL PERSONNEL
i) Appointment of Mrs. Prem Anand as Whole Time Director
The members are informed that the Board of Director in their meeting held on January31 2019 on recommendation of Nomination and Remuneration Committee proposed to appointMrs. Prem Anand (DIN: 00951873) as Whole Time Director of the Company for a period of fiveyears with effect from 31st January 2019. This appointment is subject to the approval ofmembers at ensuing Annual General Meeting of the Company. Brief details as per Regulation36(3) of SEBI (LODR) Regulations 2015 is provided in the Notice of forthcoming 37thAnnual General Meeting.
The Board recommends her appointment as Whole Time Director of the Company
ii) Demise of Mr. Deepak Anand Chairman of the Company
The members are informed about the sad and untimely demise of Mr. Deepak Anand who hasbeen passed away as on January 06 2019.
iii) Appointment of Mr. Pankaj Kumar Mishra as Chief Executive Officer of the Company
The members are informed the Board of Directors of the Company in their respectivemeeting held on May 30 2019 on recommendation of Nomination and Remuneration Committeeappointed Mr. Pankaj Kumar Mishra as Chief Executive Officer of the Company w.e.f May 302019.
iv) 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 Mr. Amit Anand (DIN: 00951321) retires by rotation at the ensuingAnnual General Meeting and being eligible has offers himself for re-appointment. Thedetails as required under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 regarding Mr. Amit Anand are provided in the Notice of37th Annual General Meeting. The Board recommends his reappointment.
v) 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. Shalini Malik (DIN: 03397744) who are serving on theBoard of the Company as Independent Director.
vi) Independent Directors
As you are aware that Mr. Karan Ahooja Mr. Sushil Gupta Mrs. Shalini Malik & Mrs.Sunita Chaddha were appointed as an Independent Directors of the Company for a period of 5(five) years w.e.f September 26 2014 upto September 25 2019. The term of theseIndependent Directors will be expiring on September 25 2019 the Nomination andRemuneration Committee in its meeting held on August 14 2019 recommended theirre-appointment based upon their performance evaluation and on their recommendation isfurther seconded by the Board of Directors in its meeting held on 14th August 2019. Inthis regard the concerned Independent Directors have given their consent to extend theiroffice as such for a further period of five years and also received a declaration to theeffect that they meets the criteria of Independence as provided in Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing obligations andDisclosure Requirements) Regulations 2015. Further they have confirmed that they arequalified to become Independent Directors of the Company. In terms of the provisios ofSection 160(1) of the Comapies Act 2013 your Company has received Notice from a Memberssignifying his/her intention to propose the candidature for the re-appointment of Mr.Karan Ahooja Mr. Sushil Gupta Mrs. Shalini Malik and Mrs. Sunita Chaddha to the officeof Independent Directors.
The terms of appointment of Independent Directors as available in the Company's website https:// www.apisindia.com/pdf/Term-and- condition-of-Independent-Directors. pdf
Brief details as per Regulation 36(3) of SEBI (LODR) Regulations 2015 are provided inthe Notice of forthcoming 37th Annual General Meeting.
The Board recommends their appointments as Independent Directors of the Company.
22. 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 nonindependentdirectors and the chairman. Post of Annual ID meeting the collective feedback of each ofthe independent directors was discussed by the Chairman of the Nomination and RemunerationCommittee with the Board's Chairman covering performance of the Board as a wholeperformance of the nonindependent directors and performance of the Board Chairman.
23. 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.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations.
26. 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 aStatutory Auditor of the Company confirming compliance with the conditions of CorporateGovernance is also annexed.
27. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report is annexed and forms part of this Report.
28. 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 2018-2019and hence no complaint is outstanding as on March 31 2019.
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
29. INDEPENDENT DIRECTOR'S
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 website https://www.apisindia.com/pdf/Familiarisation- Programme-for-Independent-Directors.pdf
30. 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.
31. 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.
32. 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.
33. BUY BACK OF SECURITIES
The Company has not bought back its securities during the year under review.
34. SWEAT EQUITY
The Company has not issued any Sweat Equity shares during the year under review.
35. BONUS SHARES
No Bonus shares were issued during the year under review.
36. EMPLOYEE STOCK OPTION SCHEME
The Company has not provided any Stock Option Scheme during the year under review.
37. CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no material change in the nature of business during the period underreview.
38. SECRETARIAL STANDARDS
As on March 31 2019 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 Umesh Kumar &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.
| || |
By order of the Board of Directors
| || |
For APIS India Limited
|Place: New Delhi ||Amit Anand ||Prem Anand |
|Date: August 14 2019 ||Managing Director ||Director & Chairperson |
| ||DIN: 00951321 ||DIN: 00999570 |
REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY IS AS UNDER:
1. Anantadrishti Smart India Private Limited (Wholly owned Subsidiary)
The Company was incorporated on August 02 2017 and currently on its initial phases.The Company is engaged in the business of manufacturing preserving reigning packingbottling prepare manipulate treat market import export improve produce processprepare buy sell deal in and carry on the manufacturing and trading in foods andbeverages.
During the year under review the Company has incurred losses of ' 10000/- (Rupees TenThousand Only) as compared to ' 24000/- (Rupees Twenty Four Thousand Only) during theprevious year.
The Company is optimistic about its business growth in the years to come.
2. APIS PURE FOODSTUFF TRADING LLC (Associate)
The Company primarily engaged in the business of trading of Honey Tea Coffee andBread and Bakery Products.
Despite various difficulties and challenges faced by the Company due to uncertaineconomic and political situation seasonal complexities and difficult businessenvironment the Company was able to maintain progressive growth and posted a turnover of' 122777922/- (Rupees Twelve Crores Twenty Seven Lakh Seventy Seven Thousand NineHundred Twenty Two Only) as compared to ' 153799319/- (Rupees Fifteen Crores ThirtySeven Lakh Ninety Nine Thousand Three Hundred Nineteen Only) during the previous year.
For the year under review the Company has posted a Net Profit of ' 26052971/-(Rupees Two Crore Sixty Lakh Fifty Two Thousand Nine Hundred Seventy One Only) as comparedto ' 11910329/- (Rupees One Crore Nineteen Lakh Ten Thousand Three Hundred Twenty NineOnly) during the previous year.
The Company is optimistic about its business growth in the years to come.
Information as per Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 and forming part of the Directors' Report for the year ended March31 2019.
A. Conversion of Energy
|i. ||the steps taken or impact on conservation of energy ||Insulation of stem pipelines and hot equipment's |
|ii. ||the steps taken by the company for utilising alternate sources of energy: ||Use of Bio Fuel to reduce use of conventional fuel in Boiler |
|iii. ||the capital investment on energy conservation equipment's: ||' 2.44 Lac |
B. Technology absorption
|i. ||the efforts made towards technology absorption: ||Training Imparted to run the machines. |
|ii. ||the benefit derived like product improvement cost reduction product development or import substitution: ||High productivity with good quality |
|iii. ||in case of imported technology (imported during the last three years reckoned from the beginning of the financial year || |
|a. ||the details of technology imported; ||Dates Cleaning Machine |
|b. ||the year of import; ||2018-19 |
|c. ||whether the technology been fully absorbed ||Yes |
|d. ||if not fully absorbed area where absorption has not taken place and the reasons thereof; and ||NA |
|e. ||the expenditure incurred on Research and Development ||Nil |
C. Foreign Exchange Earing and Outgo
|Particulars ||Financial Year ended March 31 2019 ||Financial Year ended March 31 2018 |
|Foreign Exchange Earned ||10994.13 ||12009.31 |
|Foreign Exchange used ||1280.57 ||1520.57 |
| || |
By the order of Board of Directors
| || |
For APIS India Limited
|Date: August 14 2019 ||Amit Anand ||Prem Anand |
|Place: New Delhi ||(Managing Director) ||(Director & Chairman) |
| ||DIN:00951321 ||DIN:00951873 |
NOMINATION AND REMUNERATION POLICY
The company considers human resources as its invaluable assets. This policy onnomination and remuneration of Director Key managerial personnel (KMPs) and otheremployees has been formulated in terms of the provisions of companies act 2013 and thelisted agreement in order to pay equitable remuneration to the directors KMPs andemployees of the company and to harmonies the aspiration of human resources consistentwith their records of the company.
The Nomination and Remuneration/ Compensation Committee and this Policy shall be incompliance with Section 178 of the Companies Act 2013 read along with the applicablerules Companies (Meeting of board and its Power) Rule 2014 has mandated the constitutionof nomination and remuneration committee. The objective of this policy is to lay down aframework in relation to remuneration of Directors KMP Senior Management Personnel andother Employees. The Key Objectives of the Committee would be:
2.1 To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.
2.2 Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of Directors key managerial personnel and other employees.
2.3 Formulation of criteria for evaluation of Independent Director and the Board.
2.4 To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.
2.5 To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.
2.6 To provide to Key Managerial Personnel and Senior Management reward linked directlyto their effort performance dedication and achievement relating to the Company'soperations.
2.7 To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
2.8 To develop a succession plan for the Board and to regularly review the plan.
2.9 To assist the Board in fulfilling responsibilities.
2.10 To Implement and monitor policies and processes regarding principles of corporategovernance.
3. CONSTITUTION OF NOMINATION COMMITTEE
Nomination and remuneration committee.
1. The board of directors shall constitute the nomination and remuneration committee asfollows:
(a) the committee shall comprise of at least three directors ;
(b) all directors of the committee shall be non-executive directors; and
(c) At least fifty percent of the directors shall be independent directors.
2. The Chairperson of the nomination and remuneration committee shall be an independentdirector:
Provided that the chairperson of the listed entity whether executive or nonexecutivemay be appointed as a member of the Nomination and Remuneration Committee and shall notchair such Committee.
3. The Chairperson of the nomination and remuneration committee may be present at theannual general meeting to answer the shareholders' queries; however it shall be up tothe chairperson to decide who shall answer the queries.
4. The role of the nomination and remuneration committee shall be as specified as in Annexure-1.
a) Directors (Executive and Non-Executive)
b) Key Managerial Personnel
c) Senior Management Personnel;
d) Other Employees
"Act" means the Companies Act 2013 and Rules framed there under as amendedfrom time to time.
"Board" means Board of Directors of the Company.
"Directors" mean Directors of the Company. "Key ManagerialPersonnel" means
i. Managing Director or Chief Executive
Officer or Manager and in their absence a Whole-time Director;
ii. Chief Financial Officer;
iii. Company Secretary; and
iv. Such other officer as may be prescribed.
'Other employees' means all employees other than the Directors KMPs and the SeniorManagement Personnel.
'Policy or This Policy' means "Nomination and Remuneration Policy."
"Senior Management" means Senior Management means the personnel of thecompany who are members of its core management team excluding Board of Directorscomprising all members of management one level below the executive directors includingthe functional heads.
Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the companies Act 2103 and SEBI (LODR) Regulation 2015as may be amended from time to time shall have the meaning respectively assigned to themtherein.
6. APPOINTMENT CRITERIA AND QUALIFICATIONS:
a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.
7. TERM / TENURE:
a) Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. No reappointment shall be made earlier than one year before the expiry of term.
b) Independent Director:
An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.
No Independent Director shall hold office for more than two consecutive terms of up tomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly.
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).
Due to reasons for any disqualifications mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.
The Directors KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion in retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
11. BOARD DIVERSITY
The Board shall consist of such number of Directors including at least one womenDirector and not less than fifty percent of the Board of Directors comprisingnon-executive directors as is necessary to effectively manage the Company of its size.
When the Chairman of the Board is a nonexecutive director at least one-third of theBoard should comprise independent directors and in case the Company does not have aregular non-executive Chairman or in case the regular non-executive Chairman is a promoterof the Company at least half of the Board comprise independent directors.
The Committee will lead the process for Board appointments. All Board appointments willbe based on the skills diverse experience independence and knowledge which the Board asa whole requires to be effective. The Committee shall seek to address Board vacancies byactively considering candidates that bring a diversity of background and opinion fromamongst those candidates with the appropriate background and industry or related expertiseand experience. The candidates will be considered against objective criteria having dueregard to the benefits of diversity on the Board.
Additionally the Board may consider appointment of experts from various specializedfields such as finance law information technology corporate strategy marketing andbusiness development international business operations management etc. so as to bringdiversified skill sets on board or succeed any outgoing director with the same expertise.
12. POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:
1. Remuneration to Managing/ WholeTime / Executive/Managing Director KMP and SeniorManagement Personnel:
The Remuneration/ Compensation/ Commission etc. to be paid to Director/ ManagingDirector etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force.
2. Remuneration to Non-Executive/ Independent Director:
The Non-Executive Independent Director may receive remuneration/compensation/commission as per the provisions of the Companies Act 2013. The amount ofsitting fees shall be subject to limits as provided under the Companies Act 2013 andrules made there under or any other enactment for the time being in force.
3. Remuneration to other Employees:
? Apart from the Directors KMPs and Senior Management Personnel the remuneration forrest of the employees is determined on the basis of the role and position of theindividual employee including professional experience responsibility job complexity andmarket conditions.
? The various remuneration components basic salary allowances perquisites etc. maybe combined to ensure an appropriate and balanced remuneration package.
? The annual increments to the remuneration paid to the employees shall be determinedbased on the appraisal carried out by the HODs of various departments. Decision on AnnualIncrements shall be made on the basis of this appraisal.
13 NOMINATION DUTIES:
The duties of the Committee in relation to nomination matters include:
1. Ensuring that there is an appropriate induction & training programme in placefor new Directors and members of Senior Management and reviewing its effectiveness;
2. Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Companies Act2013;
3. Identifying and recommending Directors who are to be put forward for retirement byrotation.
4. Determining the appropriate size diversity and composition of the Board;
5. Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;
6. Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;
7. Evaluating the performance of the Board members and Senior Management in the contextof the Company's performance from business and compliance perspective;
8. Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.
9. Delegating any of its powers to one or more of its members or the Secretary of theCommittee;
10. Recommend any necessary changes to the Board.
11. Considering any other matters as may be requested by the Board.
14. REMUNERATION DUTIES:
The duties of the Committee in relation to remuneration matters include:
1. to consider and determine the Remuneration Policy based on the performance and alsobearing in mind that the remuneration is reasonable and sufficient to attract retain andmotivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.
2. to approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.
3. to delegate any of its powers to one or more of its members or the Secretary of theCommittee
4. to consider any other matters as may be requested by the Board;
15. REVIEW AND AMENDEMENT
1. The NRC or the Board may review the Policy as and when it deems necessary.
2. This Policy may be amended or substituted by the NRC or by the Board as and whenrequired and also by the Compliance Officer where there is any statutory changesnecessitating the change in the policy. However no such amendment or modification will bebinding on the Directors and employees unless the same is communicated in the mannerdescribed as above.
A. ROLE OF NOMINATION AND REMUNERATION COMMITTEE :
Role of committee shall inter-alia include the following:
1. Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;
2. Formulation of criteria for evaluation of performance of independent directors andthe board of directors;
3. Devising a policy on diversit y of board of directors;
4. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal.
5. Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors