The Directors have pleasure in presenting to you the Twenty-Ninth
Annual Report of the Company and the audited Statements of Accounts for
the year ended 31st March 2015.
A. COMPANY PERFORMANCE
Particulars 2014-15 2013-14 Growth %
(Rs. In Lacs) (Rs. In Lacs)
GROSS SALES 39114.46 33035.43 18.40
Gross Profit Before
cost and Tax but after
prior years'' adjustments 4704.83 2756.42 70.69
Less: a) Depreciation 897.71 676.81
b) Finance Cost 324.25 414.49
Profit Before Tax 3482.85 1665.12 109.16
Less: a) Provision for Tax 1018.50 371.00
b) Adjustment for
Liability (3.71) (20.21)
Profit After Tax 2468.06 1314.32 87.78
Add: Balance brought
forward from the
Previous Year 3136.36 2560.11
Disposable Profit 5604.42 3874.43 44.65
a) Dividend 725.83 518.45 40.00
b) Tax on Dividend 147.77 88.11 67.70
c) Transfer to
General Reserve 800.00 131.50
Balance carried forward
to Balance Sheet 3930.82 3136.37
Your Directors have recommended a dividend @ Rs. 7.00 (Rupees Seven)
(Previous year Rs. 5/- (Rupees Five)) per Equity Share of Rs. 5.00/-
each, for the financial year 2014- 15. Dividend, if approved, will
absorb a sum of Rs. 873.59 lacs (including Dividend Distribution Tax of
Rs. 147.76 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 24th July 2015.
TRANSFER TO RESERVE
The appropriations for the year are:
(Rupees in lacs)
Particulars Year ended
31st March 2015
Net Profit after tax for the year 2468.06
Balance of Reserve at the 1603.72
beginning of the year
Transfer to General Reserve 800.00
Balance of Reserve at the end 2403.72
of the year
C. WIND POWER
The Wind Turbine Generator installed at Sadawaghapur, Taluka - Patan,
District Satara, Maharashtra, has generated gross revenue of about Rs.
102.13 lacs during the financial year (previous year Rs. 119.45 lacs),
and same is netted-off against the power cost.
D. DISCLOSURES UNDER COMPANIES ACT, 2013
I. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
information 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
The details forming part of the extract of the annual return is
enclosed in Annexure ii.
III. CHANGES IN THE SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March 2015 was Rs. 518.45
lacs, comprising of 1,03,68,992 equity shares of Rs. 5/- each. During
the year under review, the Company has not issued any shares or
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 5
(five) 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, Mr. Bipin Jhaveri (upto 10/10/2014) and Mrs.
Priyamvada Bhumkar (w.e.f. 31/10/2014). Mr. M. G. Patel is the Chairman
of the Committee. Mr. M. G. Patel, 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
VI. BOARD INDEPENDENCE
The definition of independence of Directors is derived from Clause 49
of the Listing Agreement entered into with the Stock Exchanges and
Section 149(6) of the Companies Act, 2013. Based on the confirmation /
disclosures received from the Directors and on evaluation of the
relationships disclosed, the following Non-Executive Directors are
independent in terms of Clause 49 of the Listing Agreement 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
In compliance with Schedule IV of the Companies Act, 2013 and Rules
thereunder, the independent Directors met on 20th March 2015 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
in compliance with the Companies Act, 2013 and Clause 49 of the Listing
Agreement, 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, participation in the
discussion, 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 Remuneration policy of the Company for Directors,
KMP''s and Senior Personnel of the Company is enclosed as Annexure iii
to this Report.
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 IV (A) to this Report.
IX. COMMENTS ON AUDITORS REPORT
There are no qualifications, reservations or adverse remarks on
disclaimers made by M/s. Kalyaniwalla & Mistry, Statutory Auditors, 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 Listing Agreement. 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 V .
The Related Party Transaction Policy as approved by the Board is
uploaded on the company''s website at the following web link.
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
statements 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, details of which have been
given in the Corporate Governance Report annexed to this Report.
XIII. CORPORATE GOVERNANCE
The Company has always strived to adopt appropriate standards for good
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 Clause 49 of the Listing Agreement is
annexed to the said Report.
E. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility (CSR)
Committee in compliance with Section 135 of the Companies Act, 2013.
The CSR committee was constituted by the Board of Directors of the
Company at its meeting held on 26th April 2014. 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,
Education, and Vocational Training for village women and social
projects around the area surrounding the factory.
CSR committee planned health check-up camp, distance education kits for
remotely located schools in Adivasi settlements etc., around the plant
area, which could not be completed as planned during the financial year
2014- 15 resulting into shortfall in CSR spent to the extent of Rs.
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 VI.
F. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
The company has conducted the Familiarisation program for Independent
Directors 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://apcotex.com/policies/
G. 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
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.
H. 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.
I. 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
All insurable assets of the Company including inventories, buildings,
plant and machinery etc., as also 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 2014-15.
K. 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
Members of the Safety Committee of the Company''s Taloja 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
Necessary application for renewal of consent to operate the plant at
Taloja has been made to Maharashtra Pollution Control Board, consent of
which is awaited.
The information required under Section 197 of the Companies Act, 2013
and read with Rule 5(2) of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014, are given in Annexure IV (B).
M. DIRECTORS & KEY MANAGERIAL PERSONNEL
Mrs. Priyamvada Bhumkar was appointed as additional director of the
Company by Board of Directors at their meeting held on 31st October
2014. She would therefore hold office upto the conclusion of the
ensuing Annual General Meeting.
Mrs. Priyamvada Bhumkar qualifies to be an Independent Director and her
appointment has been recommended by the Nomination and Remuneration
Committee. Accordingly, it is proposed to appoint Mrs. Priyamvada
Bhumkar as an Independent Director for a term of 5 (Five) consecutive
years upto 31st October 2019.
Pursuant to declaration made under Section 149 of the Companies Act,
2013, Mrs. Priyamvada Bhumkar meets all the criteria of Independence,
as prescribed under the Companies Act, 2013 and Clause 49 of the
Listing Agreement. She possess the appropriate skills, experience and
knowledge inter alia in the field of finance, business strategy etc.
The background of the Director(s) proposed for appointment /
reappointment is given under the Corporate Governance section of the
In compliance with provisions of Section 203 of the Companies Act,
2013, Mr. Rohit R. Mahakal, was re- designated as Chief Financial
Officer of the Company with effect from 1st April 2015 in the Board
meeting held on 20th March 2015 on the recommendation of the Audit
II. Retirement by Rotation:
In 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 Board recommends his reappointment.
Mr. Bipin Jhaveri, Director of the Company expired on 10th October
2014. Mr. Bipin Jhaveri served on the Board of the Company for more
than two decades. Your Directors wish to place on record their
appreciation for his service and valuable contribution made during the
tenure of Mr. Bipin Jhaveri as Director of the Company.
The background of the Director(s) proposed for
appointment / re-appointment is given under the Corporate Governance
section of the Annual Report.
I. Pursuant to provisions of Section 1 39(1 ) of the Companies Act,
2013, M/s. Kalyaniwalla & Mistry, Chartered Accountants (Firm
Registration no. 104607W), were appointed as Statutory Auditors of the
Company to hold the office till the conclusion of the Annual General
Meeting during the year 2018, subject to ratification at every Annual
The Company has received letter from the Statutory Auditors to the
effect that ratification of 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.
Your Board recommends the ratification of appointment of M/s.
Kalyaniwalla & Mistry, Chartered Accountants (Firm Registration no.
104607W), Mumbai, as Statutory Auditors of the Company for the
financial year 2015-16 and to hold the office till the conclusion of
the next Annual General Meeting during the year 2016.
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
O. CEO & CFO CERTIFICATION
Certificate from Managing Director and Chief Financial Officer of the
Company, pursuant to the provisions of Clause 49(IX) of the Listing
Agreement, for the financial year under review was placed before the
Board of Directors of the Company at its meeting held on 8th May 2015.
Your Directors take this opportunity to express their deep sense of
gratitude to State Bank of India, Standard Chartered 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 VII are an integral part of this
FOR AND ON BEHALF OF THE BOARD
ATUL C CHOKSEY
Mumbai: 8th May 2015