The Directors have pleasure in presenting 32nd Director''s Report along
with the Management Discussion and Analysis Report and the Statements
of Audited Accounts for the Financial Year ended March 31, 2014.
1. CORPORATE OVERVIEW:
Apis India Limited is a leading honey processor in India and Master
Franchisee of USA Pretzel chain Wetzel''s Pretzels and is currently
having its corporate headquarter in Delhi with manufacturing plant in
Your company prepares it financial statements in compliance with
Companies Act, 1956 and Accounting Standards, as applicable. The
estimates and judgments relating to the financial statements are made
on a prudent and reasonable basis, so as to reflect in a true and fair
manner. The form and substance of transactions are reasonably present
your company''s state of affairs, profits and cash flow for the year
ended March 31, 2014.
2. FINANCE AND ACCOUNTS:
The financial statements of your company for the year ended March 31,
2014 have been prepared in accordance with revised schedule VI and
accordingly, the previous year figures have been regrouped/recast
3. FINANCIAL PERFORMANCE:
The financial highlights of the company for the year ended March 31,
2014 are given below:
(Amount in Rs. Lacs)
Particulars March 31, 2014 March 31, 2013
Net Sales/Income from Operations 10,203.66 7,700.96
Other Income 12.21 0.88
Less: Interest & Finance Charges 391.54 239.43
Less: Depreciation 57.80 49.68
Profit before Tax 990.68 666.39
Provision for Tax including the
MAT Credit (Netted off) during the year 85.84 47.94
Profit after Tax 904.84 618.46
Add: Balance in Profit & Loss Account 711.30 109.12
Amount Available for Appropriation 1,616.14 727.58
Dividend on Preference Shares 14.00 14.00
Tax on Dividend 2.38 2.27
Reserves excluding revaluation
reserves (Closing Balance) 1,599.76 711.31
4. FINANCIAL REVIEW:
There has been increase in revenue during the period under review. This
year, it has been able to achieve the Net Sales of Rs. 9,878.51 lakhs
compare to previous year Rs. 7,405.06 lakhs including revenues from
food division. The other Operating Revenue has also been increased to
Rs. 325.15 lakhs (previous year 295.90 lakhs). The overall growth comes
at outstanding 32.50%.
The Other Income which comprises of Interest Income and other
miscellaneous income has been increased to Rs. 12.21 lakhs as compared
to the last year which was Rs. 0.88 lakhs.
The company''s export has been increased to Rs. 6,999.12 lakhs from Rs.
4,709.37 lakhs during the year under review achieving a growth of 49%.
PROFITABILITY AND EARNING PER SHARE
The Operating Profit (Earnings before interest, tax and depreciation)
increased by 144% (approx.) to Rs. 1,440.03 lakhs as compared to Rs.
955.50 lakhs in the previous year.
During the year, company''s net profit after tax has been increased to
Rs. 904.84 lakhs as compared to Rs. 618.46 lakhs in the previous year.
Earnings per share were Rs. 16.42 as compared to Rs. 11.22 in the
TRANSFER TO RESERVES
Your company proposes to transfer 904.84 lakhs to Reserve and Surplus
account of the balance sheet. This increases the amount of closing
balance of the Reserves and Surplus comes to Rs. 1,600.46 lakhs
(previous year Rs. 712.01 lakhs) after paying the dividend on
Considering the expansion plans of the company, the Board of Directors
are unable to recommend any dividend for the financial year ending
March 31, 2014 on the Equity Shares of the company.
However, the company has proposed dividend on 4% Preference Shares of
the company @ 4% amounting to Rs. 4/- per share. The dividend pay-out
amount on preference shares aggregating to Rs. 14.00 lakhs (previous
year Rs. 14.00 lakhs). The dividend distribution tax on the
recommended dividend amounts to Rs. 2.38 lakhs (previous year Rs. 2.27
5. OPERATIONS REVIEW:
The honey is collected from the beekeepers in the fields and after
processing the same ends up in sophisticated export and domestic market
where the norms are very stringent regarding honey being a food
The continued thrust on export activities and quality of products
manufactured by the company has resulted in an phenomenal increase in
direct exports from Rs. 4,709.37 lakhs in previous year to Rs. 6,999.12
lakhs in current year showing an increase of about 49% (approx.).
7. FOOD DIVISION
The food division of the company is also achieving growth at a rapid
pace. As on 31st March 2014, the company was running total four stores
across India, one in Delhi, two at Bangalore and one at Pune and signed
up for the territory franchisee for Delhi/NCR and one individual
franchisee each in Hyderabad and Bangalore.
Serial No. City Current No. of Stores
1. New Delhi and Gurgaon 1
2. Bangalore 2
3. Hyderabad NIL
4. Pune 1
8. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion & Analysis Report is presented in a separate
section, which forms part of this Director''s Report.
9. EXPANSION/NEW PROJECT
A. NEW PROCESSING PLANT - ROORKEE
The company had decided to open one more plant at Khasra No. 72,
Village Makhiyali, Dundi Pargana, Peerpura Road, Near Hyundai Showroom,
Roorkee, Uttarakhand-247667 nearby to existing plant. Lease agreement
for the plant being already entered in respect of land. The civil
construction has already been started at the site.
Commercial production at the new unit is expected to be started in
This will enhance the company''s strength and ability to handle the
growing market demand which is on increasing pace every year.
10. SUBSIDIARY COMPANY:
The Company has no subsidiary as on date.
11. CREDIT RATING:
CRISIL Limited is one of the most experienced and leading credit rating
agencies in the country today. The grading services offered by CRISIL
employ pioneering concepts and methodologies.
CRISIL has assigned rating of CRISIL BB (Double B ) for Long term
Bank Facilities and CRISIL A4 (A Four ) for short term Facilities
during the previous financial year.
The Equity Shares of your company are listed with Bombay Stock Exchange
13. PARTICULARS OF EMPLOYEES:
Pursuant to Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 as amended, names and
other particulars of employees are required to be attached to this
However as per Section 219(1)(b)(iv) of the Companies Act, 1956, the
report and annual accounts of your company sent to the shareholders do
not contain the said annexure. Any member desirous of obtaining a copy
of said annexure may write to your Company Secretary at the registered
office of the company.
All the properties of the company including plants & machinery, stocks,
building, etc. are adequately insured and protected against various
The company has not accepted any deposits from public within the
meaning of Section 58A of the Companies Act, 1956 and rules made there
Mr. Karan Ahooja and Mrs. Sunita Chaddha, Directors, retire by rotation
at the forthcoming Annual General Meeting on September 26, 2014 and
being eligible, offer themselves for re-appointment. The brief resume
of the directors are given in the notes appended with the Notice of
Annual General Meeting.
Your Directors recommended to pass the resolutions related to the
re-appointment of Mr. Karan Ahooja & Mrs. Sunita Chaddha as Directors
of your company.
M/s Sudhir Agarwal & Associates, Chartered Accountants, New Delhi,
holds office as a Statutory Auditor until the conclusion of forthcoming
Annual General Meeting of the company and are eligible for
re-appointment to audit the accounts of the company.
The company has received a requisite certificate, pursuant to Section
224 (1B) of the Companies Act, 1956 from M/s Sudhir Agarwal &
Associates, Chartered Accountants, Statutory Auditor of the company
regarding their eligibility for re-appointment as an Auditor of the
18. AUDITORS REMARKS:
The Auditor''s Report along with Notes on Financial Statements are
self-explanatory and do not call for any further comments.
19. CORPORATE GOVERNANCE:
The company is committed to maintain the highest standards of corporate
governance. Your company is in compliance with the requirements and
disclosures with respect to the Code of Corporate Governance as
required under Clause 49 of the Listing Agreement entered into with the
Stock Exchanges. As a listed company, necessary measures are taken to
comply with the Listing Agreement with the Stock Exchanges.
A separate section on corporate governance forming part of the
Directors'' Report and the certificate confirming on corporate
governance for the year ended March 31, 2014 from M/s Umesh Kumar &
Associates, Company Secretaries, New Delhi is attached hereto and forms
part of this Annual Report as Annexure ''B''.
20. COST AUDITORS
Pursuant to the Ministry of Corporate Affairs Order vide F. No.
52/26/CAB-2010 dated January 24 2012 and as per provision of Section
233B of the Companies Act, 1956, your company requires to get the cost
records audited relating to the honey division from the financial year
commencing April 1, 2013. The Central Government approved the
appointment of M/s D A & ASSOCIATES, Cost Accountants, New Delhi, as a
Cost Auditors of the company to audit the cost accounts maintained by
the company for the Financial Year 2013 - 2014.
21. CODE OF CONDUCT
The code of conduct laid down by the Board is in operation in the
company. All Board members and senior management personnel have
affirmed the compliance with the code. The declaration to this effect
is enclosed to the corporate governance report.
22. FIXED DEPOSITS
Your company has not raised any public deposits during the period under
review within the meaning of Section 58A of the Companies Act, 1956.
There was no public deposit outstanding as at the beginning or at the
end of the period.
23. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to
financial statements for the Financial Year ending March 31st 2014, the
Board of Directors report that:-
a) In the preparation of the annual accounts for the period ended March
31, 2014, the applicable accounting standards have been followed;
b) The Directors had 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 March 31, 2014 and of the
profit of the company for that period;
c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 safeguarding of the assets of the
company and for preventing and detecting fraud and other
d) The Directors had prepared the annual accounts for the period ended
on March 31, 2014 on a going concern basis.
24. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The particulars as prescribed under Section 217 (1) (e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the report of Board of Directors) Rules 1988 are given as an Annexure
to this Report.
25. FOREIGN EXCHANGE EARNING AND OUTGO
Details of expenditure and earning in foreign currencies are given as
an annexure to this report.
26. ACKNOWLEDGEMENT & APPRECIATION:
Your company wish to place on record their appreciation for the
contribution made by the employees at all levels but for whose hard
work, solidarity, and support your company''s achievements would not
have been possible.
Your Directors would like to thank all its shareholders, bankers and
various other statutory authorities for the faith reposed and
supporting in endeavor of the company.
Last but not the least, the Board is extremely thankful to all the
domestic and overseas customers who have been a source of strength in
our growth progress and we would like to express our gratitude to them.
For and on behalf of the Board of Directors
Place: New Delhi Vimal Anand Amit Anand
Date: September 1, 2014 (Managing Director) (Jt. Managing Director)