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Apcotex Industries Directors Report, Apcotex Ind Reports by Directors
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Apcotex Industries

BSE: 523694|NSE: APCOTEXIND|ISIN: INE116A01032|SECTOR: Rubber
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Directors Report Year End : Mar '18    Mar 17

TO THE MEMBERS

The Directors have pleasure in presenting to you the Thirty second Annual Report of the Company and the Audited Financial Statement for the year ended 31st March 2018.

A. COMPANY PERFORMANCE

FINANCIAL HIGHLIGHTS Rs. in lacs

Particulars

Year ended

Growth %(Pre-Merger)

31st March 18

31st March 17

Pre Merger

Merged entity #

Post Merger

Pre Merger

Merged entity #

Post Merger

Income from operations

(a) Revenue from operations

53,824.80

-

53,824.80

43,100.25

-

43,100.25

(b) Other income

676.93

36.48

713.41

1,018.37

1,970.87

2,989.25

Total income from operations (net)

54,501.73

36.48

54,538.21

44,118.62

1,970.87

46,089.50

23.53

Gross Profit Before Depreciation, Finance cost and Tax

7,088.58

(139.81)

6,948.77

3,930.61

1,909.77

5,840.39

(a) Finance costs

156.98

-

156.98

287.61

-

287.61

(b) Depreciation & amortization expense

1,214.24

-

1,214.24

1,210.02

-

1,210.03

Profit before tax

5,717.36

(139.81)

5,577.55

2,432.98

1,909.77

4,342.75

134.99

Tax expenses

1,713.91

-

1,713.91

318.21

526.02

844.23

Profit after Tax

4,003.45

(139.81)

3,863.64

2,114.77

1,383.75

3,498.52

89.31

Other Comprehensive Income for the year

(29.60)

-

(29.59)

(10.39)

-

(10.39)

Total Comprehensive Income for the year

3,973.85

(139.81)

3,834.05

2,104.38

1,383.75

3,488.13

88.84

Earnings per Share (EPS)

(a) Basic

19.30

18.63

10.20

16.87

89.31

(b) Diluted

19.30

18.63

10.20

16.87

89.31

# The financial figures of the merged entity represents Saldhar Investment and Trading Co. Pvt Ltd, the holding company.

DIVIDEND

Based on the Company’s performance, your Directors are pleased to recommend for approval of the Members a dividend @ Rs.6/- (Rupees Six) (Previous year Rs.4.50/- (Rupees Four and fifty paise) per Equity Share of Rs.5/- each for the financial year 2017-18. Dividend, if approved, will absorb a sum of Rs.1500.05 lacs (including Dividend Distribution Tax of Rs.255.77 lacs) out of the net profits after tax, as above and will be paid to those shareholders whose names appear on the Register of Members on Friday, 20th day of July 2018.

TRANSFER TO RESERVE

The appropriations for the year are:

Rs. in lacs

Particulars

Year ended 31st March 2018

Net Profit after tax for the year

3834.04

Balance of Reserve at the beginning of the year

3603.72

Transfer to General Reserve

400.00

Balance of Reserve at the end of the year

7037.76

B. WIND POWER

The Wind Turbine Generator installed at Sadawaghapur, Taluka - Patan, District Satara, Maharashtra, has generated gross revenue of about Rs.113.00 lacs during the financial year (previous year Rs.135.00 lacs), and same is netted-off against the power cost.

C. DISCLOSURES UNDER COMPANI ES ACT, 2013

I. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

I nformation sought under the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure I, forming part of this report.

II. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act, the extracts of the annual return is given in Annexure II in the prescribed Form no. MGT - 9, which is part of this report.

III. CHANGES IN THE SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2018 was Rs.10.37crores, comprising of 2,07,37,984 equity shares of Rs.5/- each. Reconciliation of Share Capital:

Balance as at the beginning of the year

2,07,37,984

Less: Shares cancelled pursuant to effecting scheme of amalgamation of Saldhar Investments And Trading Company Private Limited (Saldhar) with the company

1,07,24,300

Add: Shares allotted on 24th February 2018 to shareholders of Saldhar pursuant to effecting scheme of amalgamation

1,07,24,300

Balance as at the end of the year

2.07.37.984

IV. NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the Company / business policy and strategy apart from other Board business. During the financial year under review, the Board of Directors met 6 (six) times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report.

V. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. M G Patel, Mr. Kamlesh Vikamsey, Mr. Girish Choksey, and Mrs. Priyamvada Bhumkar. Mr. Kamlesh Vikamsey (w.e.f. 7.11.2017) is the Chairman of the Committee. Mr. M G Patel (Chairman upto 6.11.2017), Mr. Kamlesh Vikamsey and Mrs. Priyamvada Bhumkar are the Non-Executive Independent Directors. More details on the committee are given in the Corporate Governance Report.

All the recommendations of the audit committee are accepted by the Board.

VI. BOARD INDEPENDENCE

The definition of Independence of Directors is derived from Regulation 16 (1) (b) of SEBI Listing Obligation and Disclosure Requirement (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Independent Directors under Section 149(7) of the Companies Act, 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of 16 (1) (b) of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013;

1. Mr. M G Patel

2. Dr. S. Sivaram

3. Mr. Shailesh Vaidya

4. Mr. Kamlesh Vikamsey

5. Mrs. Priyamvada Bhumkar

I n compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, the Independent Directors met on 9th February 2018 and discussed issues as prescribed under the schedule IV of the Companies Act, 2013 and also discussed various other issues.

VII. ANNUAL EVALUATION BY THE BOARD

I n compliance with the Companies Act, 2013 and Regulation 19 (4) read with Schedule II, Part - D of SEBI (LODR), Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Nomination & Remuneration Committee members, covering various aspects of the Board’s functioning such as adequacy of composition of Board and Committees, Board communication, timeliness and unbiased information of right length and quality of information, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as attendance and participation in the discussion and deliberation at the meeting, understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors, who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

VIII. NOMINATION AND REMUNERATION POLICY

The Nomination and Remu neration policy of the Company for Directors, Key Managerial Personnel (KMP) and Senior Personnel of the Company is hosted on the website of the company at the following web link: http://apcotex.com/policy/ Nomination Remuneration Policy.pdf

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure III to this Report.

IX. COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations or adverse remarks on disclaimers made by M/s. Kalyaniwalla & Mistry LLP, Chartered Accountant, Statutory Auditor, in their report and by Mr. Mahesh Hurgat, Company Secretary in Practice, in his Secretarial Audit report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

X. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm’s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel etc., which may have potential conflict with the interest of the company at large.

All new related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their consideration and approval. A statement of all related party transactions is presented before the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The particulars of Contracts or arrangements with related parties referred to in Section 188(1), read with Rule 15 of The Companies (Meetings of Board and Its Powers) Rules 2014 is appended to this report in prescribed Form AOC 2 as Annexure IV .

The Related Party Transaction Policy as approved by the Board is uploaded on the company’s website at the following web link http://www.apcotex.com/ policy/Related Party Transaction Policy.pdf

XI. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of the report.

XII. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of Companies Act 2013 and Regulation 22 of SEBI (LODR) 2015. The details of same are given in the Corporate Governance Report annexed to this Report.

XIII. CORPORATE GOVERNANCE

The Company has always strived to adopt appropriate standards for good Corporate Governance.

Detailed report on the Corporate Governance and Management Discussion Analysis, form part of this report. A certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 (3) read with Schedule V of SEBI (LODR) Regulations, 2015 is annexed to the said Report.

D. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013. On the recommendation of the CSR committee, the Board has approved the CSR policy of the Company which is published on the Company’s website.

The Company has under taken projects in the areas of Healthcare and Education as well as social projects around the area surrounding the factory/corporate office. The details of CSR activities as required under Section 135 of the Companies Act, 2013, are provided in CSR Report which is annexed herewith as Annexure V.

E. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The company conducts the Familiarisation program when new Director(s) is/are appointed during the year. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarize them with the process, business and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Company’s Policy of conducting the Familiarisation Program has been disclosed on the website of the Company at http://www.apcotex.com/ policy/Familiarisation Programme Independent.pdf

F. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The insider trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and maintain the highest ethical standards of dealing in Company securities

G. INTERNAL FINANCIAL CONTROLS

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.These are reviewed periodically and made part of work instructions or process in the company.

The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches them with the books of account. Explanations are sought for any variance noticed from the respective functional heads.

H. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

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

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

III. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV. That they have prepared the annual accounts on a going concern basis;

V. That they, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

I. DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company takes all necessary measures to ensure a harassment free workplace and has instituted an Internal Complaints Committee for redressal of complaints and to prevent sexual harassment. No complaints relating to sexual harassment were received during the year.

J. FIXED DEPOSITS MATURED BUT NOT CLAIMED

Company has no Fixed Deposits at the end of the financial year. The Central Bureau of Investigation (CBI) has instructed the Company, not to repay the proceeds of four fixed deposits amounting to Rs.48,000/- and accrued interest of Rs.22,491/- thereon. These deposits matured during the first week of December 2002 and continue to remain with the Company.

k. INSURANCE

All insurable assets of the Company including inventories, buildings, plant and machinery etc., as well as the liability under legislative enactments, are insured on reinstatement basis after due valuation of assets by an external agency. The Company also holds a Loss of Profit Policy for the financial year 2018-19.

L. ECOLOGY AND SAFETY

Company ensures safe, healthy and eco-friendly environment at its plant and surrounding area. Company continually works towards identification and reduction of risks and prevention of pollution at its plant and its surroundings.

Members of the Safety Committees of the Company’s Taloja Plant and Valia Plant, have been regularly reviewing the safety measures and their implementation to ensure adequate safety in material handling and processing, control of pollution caused by liquid effluents, dust and emissions from chimney etc. Samples are periodically drawn and the reports submitted to the Pollution Control Board indicating compliance with the standards.

Consent has been obtained from Maharashtra Pollution Control Board to operate the Plant at Taloja till 30th March 2021.

M. PERSONNEL

The information required under Section 197 of the Companies Act, 2013 and read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in Annexure III.

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of employees of your company is available for inspection by the members at registered office of the company during business hour on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the company secretary, whereupon a copy would be sent.

N. DIRECTORS & KEY MANAGERIAL PERSONNEL

Retirement by Rotation:

I n accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company Mr. Amit Choksey (DIN 00001470) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment. The Bo ard recommends his reappointment.

The background of the Director(s) proposed for appointment/re-appointment is given under the Corporate Governance section of the Annual Report.

O. AUDITORS

I. Pursuant to provisions of Section 139(1) of the Companies Act, 2013, M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/W100166), who were appointed as Statutory Auditor of the Company for a period of five years, to hold the office till the conclusion of the Annual General Meeting during the year 2018.

Your Board recommends the appointment of M/s. SGDG & Associates LLP, Chartered Accountants (Firm Registration no. W1001888), as Statutory Auditor of the Company for a period of 5 years from the conclusion of 2018 AGM till the conclusion of the 2023 AGM of the Company, in place of retiring auditor viz. M/s. Kalyaniwala & Mistry, Chartered Accountants, on such remuneration as shall be fixed by the Board of Directors of the Company.

The Company has received letter from the M/s. SGDG & Associates LLP, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limit under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from the appointment.

II. Pursuant to provisions of Section 204 of the Companies Act, 2013 the Board of Directors have appointed Mr. Mahesh Hurgat, Practicing Company Secretary to conduct the Secretarial audit and his Report on the Company’s Secretarial Audit is appended to this Report as Annexure VI.

P. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer of the Company, pursuant to the Regulation 17 (8) read with Schedule II of SEBI (LODR) Regulations, 2015, for the financial year 2017-18 under review was placed before the Board of Directors of the Company at its meeting held on 3rd May 2018.

Q. SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31st March 2018.

R. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), as amended from time to time, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven years. Further, according to the Rules, the shares on which dividend had remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed dividend of Rs.449,625 for the year 2009-10 during August 2017. Considering 2009-10 as base year, the Company has transferred 18,182 Shares, on which the dividend was unclaimed for 7 consecutive years, to demat account of IEPF’s authority, in compliance with IEPF Rules.

The Company had communicated individually to 1112 Shareholders taking a base year of 2010-11 on 9th February 2018, whose shares are liable to be transferred to IEPF Authority during the financial year 2018-19.

The Company has uploaded full details of such shareholders and shares due for transfer to IEPF Authority on its website at www.apcotex.com. Shareholders are requested to refer to the web-link http://apcotex.com/ financial.asp?fn=SU to verify the details of unclaimed dividends and the shares liable to be transferred to IEPF Authority.

S. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to State Bank of India, Citi Bank, various departments of State / Central Government and local authorities for their continued guidance and support. We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every member of the Apcotex family. To all shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

The accompanying Annexure I to VI are an integral part of this Director Report.

FOR AND ON BEHALF OF THE BOARD

ATUL C CHOKSEY

CHAIRMAN

DIN:00002102

Mumbai: 3rd May 2018

Source : Dion Global Solutions Limited
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