TO THE MEMBERS
Your Directors have pleasure in presenting to you the Thirty Seventh
(37th) Annual Report of the Company and the Audited Financial Statements for
the year ended 31st March 2023.
A. COMPANY PERFORMANCE
FINANCIAL HIGHLIGHTS
Rs. in Lakhs
| Particulars |
31st March 2023 |
31st March 2022 |
Growth % |
| Income from operations |
|
|
|
| (a) Revenue from operations |
107,992.88 |
95,689.09 |
|
| (b) Other income |
728.97 |
789.08 |
|
| Total income from operations |
108,721.84 |
96,478.17 |
13% |
| Gross Profit Before Depreciation, Finance cost
& Tax |
16,580.62 |
14,770.94 |
|
| (a) Finance costs |
505.82 |
325.47 |
|
| (b) Depreciation & amortization expense |
1,523.33 |
1,409.47 |
|
| Profit before tax |
14,551.47 |
13,036.00 |
12% |
| Tax expenses |
3,757.59 |
3,155.39 |
|
| Profit after Tax |
10,793.88 |
9,880.61 |
9% |
| Other Comprehensive Income for the year |
(216.67) |
1,269.20 |
|
| Total Comprehensive Income for the year |
10,577.21 |
11,149.81 |
|
| Earnings per Share (EPS) |
|
|
|
| (a) Basic |
20.82 |
19.06 |
|
| (b) Diluted |
20.82 |
19.06 |
|
INTERIM DIVIDEND
Pursuant to the approval of the Board of Directors on 25th January
2023, the Company paid an interim dividend @ of Rs. 2.00/- (previous year - Rs. 2.00/-)
per equity share of the face value of Rs. 2.00/- each to the Shareholders who were on the
register of members as on 7th February 2023, being the record date fixed for
this purpose.
Interim Dividend absorbed a sum of Rs. 1,036.90 Lakhs out of the net
profits after tax for the financial year 2022-23.
FINAL DIVIDEND
Based on Companys performance, your directors are pleased to recommend
for approval of members, a final dividend @ of Rs. 3.50/- (previous year - Rs. 3.00/-) per
equity share of the face value of Rs. 2.00/- each for the financial year 2022-23.
Dividend, if approved, will absorb a sum of Rs. 1,814.57 Lakhs out of net profit after tax
and will be paid to those Shareholders whose name appears on the Register of Members on 12th
day of June 2023.
The total dividend is Rs. 5.50 (275%) [Previous Year - Rs.5.00 (250%)]
for the financial year 2022-23, including the Interim dividend @ Rs. 2.00/- per Equity
Share (100%) and Proposed Final Dividend @ Rs. 3.50/- per share (175%) per equity share of
the face value of Rs. 2.00/- each. Total dividend payout for the financial year 2022-23
amounts to Rs. 2851.47 Lakhs (Previous Year - Rs. 2,592.25 Lakhs).
The Dividend Distribution policy of the Company may be accessed at the
following weblink
https://apcotex.com/uploads/documents//
NDU0MjQ0-23-12-22.pdf
TRANSFER TO RESERVE
There is no amount proposed to be transfered to Reserves out of profit
of the financial year 2022-23.
B. RENEWABLE ENERGY
An income of Rs 85.80 Lakhs (net) has been generated from renewable
energy through wind turbine generator installed at Sadawaghapur, Taluka - Patan, District
Satara and solar project at Taloja Plant during the financial year 2022-23 [Previous year
- Rs. 67.69 Lakhs- (net)] which was netted off against the power cost.
C. DISCLOSURES UNDER COMPANIES ACT, 2013
I. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
The information 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. ANNUAL RETURN
The Annual Return has been placed on the website of the Company and can
be accessed at https://apcotex.com/uploads/documents// NzIzNzAv-24-05-23.pdf. In terms of
Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return shall be filed with the Registrar of Companies within the prescribed timelines.
III. CHANGES IN THE SHARE CAPITAL
There is no change in the share capital of the Company during the
financial year under review. The paid-up Equity Share Capital as on 31st March
2023 was Rs. 1,036.90 Lakhs., comprising of 5,18,44,960 equity shares of face value of Rs.
2.00/- each.
IV. FINANCIAL LIQUIDITY
The Company has Investments of Rs. 8,795.78 Lakhs (previous year
9,751.53 Lakhs) as at 31st March 2023.
The working capital management of the company is robust and involves a
well-organized process which facilitates continuous monitoring and control over
receivables, inventories and other parameters affecting cash flow and liquidity.
V. NUMBER OF BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on business
policies and strategy apart from regular Board business. During the financial year under
review, the Board of Directors met 5 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.
VI. COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of Mr. Kamlesh Vikamsey who is the
Chairman of the Committee, Mrs. Priyamvada Bhumkar and Mr. Udayan Choksi, 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.
VII. BOARD INDEPENDENCE
The definition of Independence of Directors is derived from Regulation
16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based
on the confirmations/ disclosures received from the Independent Directors and on
evaluation of the relationships disclosed, the following Non-Executive Directors are
Independent in terms of Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6)
of the Companies Act, 2013;
1. Dr. S. Sivaram
2. Mr. Shailesh Vaidya
3. Mr. Kamlesh Vikamsey
4. Mrs. Priyamvada Bhumkar
5. Mr. Udayan Choksi
In compliance with Schedule IV of the Companies Act, 2013 and Rules
thereunder, and SEBI (LODR) Regulations, 2015, the Independent Directors met on 20th
March 2023 to discuss issues as prescribed under the said Act and Regulations.
VIII. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013 and Regulation 19 read with
Schedule II of SEBI (LODR), Regulations, 2015, the Board has carried out the annual
performance evaluation of its own performance, the Directors individually including the
Chairman as well as the evaluation of Committees. A structured
questionnaire was prepared covering various aspects of the Boards 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. The Directors expressed their
satisfaction with the evaluation process.
IX. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy of the Company is hosted on the
website of the company at the following web link:
https://apcotex.com/uploads/documents// NTk2NzM4-23-12-22.pdf
Disclosure pertaining to remuneration and other details as required
under section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure
II to this Report.
X. COMMENTS ON AUDITORS REPORT
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. SGDG & Associates LLP, Chartered Accountants, Statutory
Auditors, in their report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Directors had appointed M/s. D.S. Momaya & Co. LLP, to undertake the Secretarial Audit
of your Company for the year ended 31st March 2023.
During the year, the Statutory Auditors have not reported any incident
of fraud to the Audit Committee of the Company.
The Secretarial Auditors have issued an unqualified audit report for
the year ended 31st March 2023. The comments made by the Secretarial Auditors
are self-explanatory. Their report is annexed herewith as Annexure V to this Report.
XI. RELATED PARTY TRANSACTIONS
All the related party transactions during the year are entered on arms
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 KMP etc.,
which may have potential conflict with the interest of the company at large.
All 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) of the Companies Act, 2013 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 III.
The Related Party Transaction Policy is uploaded on the companys
website at the following web link https://apcotex.com/uploads/
documents//ODIwMzMx-23-12-22.pdf
XII. 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.
XIII. 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 the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015.
The Audit Committee of the Board oversees the functioning of this
policy. Protected disclosures can be made by a whistle blower through several channels to
report actual or suspected frauds and violation of Companys Code of Conduct and/or
Ethics Policy.
The details of the policy have been disclosed on the Companys
website at https://apcotex.com/uploads/ documents//NzQzNzc5-23-12-22.pdf
XIV. CORPORATE GOVERNANCE
The Company has always strived to adopt appropriate standards for good
Corporate Governance.
Detailed report on Corporate Governance forms a part of this report. A
certificate from M/s.
D.S. Momaya & Co. LLP, Company Secretaries regarding compliance of
conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V
of SEBI (LODR) Regulations, 2015 is annexed to the said Report.
XV. RISK MANAGEMENT POLICY
The Company has a Risk Management Policy and has constituted a Risk
Management Committee as required under Listing Regulations. The Risk Management Policy
articulates the Companys approach to address uncertainties in its endeavour to
achieve its stated explicit and implicit objectives. It prescribes the roles and
responsibilities of various stakeholders within the Company, the structure for managing
risks and the framework for risk management. The risk identification, assessment and
mitigation process actively involves people at all levels in the management.
All risk identification, assessment and mitigation exercise are carried
out before the annual planning exercise and the specific risk mitigation tasks along with
resources are made part of the annual budgets and functional objectives for the coming
year(s). These are reviewed periodically by the respective functions and necessary course
corrections are made if necessary.
The details of the policy have been disclosed on the Companys
website at:
https: //apcotex.com/uploads/documents// MzUvOTg1-23-12-22.pdf
D. CORPORATE SOCIAL RESPONSIBILITY
The Company has a Corporate Social Responsibility (CSR) Committee
constituted in compliance with Section 135 of the Companies Act, 2013. The CSR policy of
the Company is published on the Companys website at
https://apcotex.com/uploads/documents// NzE3Njc5-23-12-22.pdf
CSR activities of the Company are carried directly and through
Non-Government Organizations (NGOs), who have track record of minimum of 3 years in
carrying out the activities, and other criteria as prescribed under Section 135 of the
Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility
Policy) Rules, as amended from time to time.
The Company has under-taken projects in the areas of Healthcare and
Education, around the area surrounding the factories/corporate office which are as per
Schedule VII of the Companies Act, 2013 brief details of which are as under:
During the year under review, the Company was required to spend Rs.
138.85 Lakhs, being 2% of the average net profit of previous three financial years,
against which Company had spent 140.15 Lakhs during the financial year 2022-23.
The Company has carried out the various CSR activities through NGO
Partners, some of the details are mentioned herein:
EdelGive Foundation
The Shareholders are aware that one of the strategic projects that
EdelGive and the Company are working on is with an NGO called Utthan who undertook a
detailed survey of the villages surrounding the Valia plant and made a strategic plan to
utilize the CSR funds for Water and Sanitation activities which included building water
sources, toilets and several training and health & hygiene awareness sessions.
In this project, the Company has supported for construction and
renovation of over 400 toilets, installed over 20 toilet seats for persons with
disabilities, elderly and pregnant women. To ensure the safe discharge of grey water or
household wastewater, washing platforms and soak pits were constructed. Also,
demonstration models of solid waste management pits were constructed to create awareness
about proper solid-waste collection, which is important for the protection of public
health, safety, and environmental quality. Borewells and roof water harvesting tanks were
developed to ensure safe and adequate drinking water. An ecosan toilet was built in the
home of a member of the Dungari village. The household member intends to use Ecosan manure
on the farm. Community mobilisation activities for Social and Behavioural Communication
Change were organised which included hamlet meetings, community awareness programs and
school-based programs.
The consistent efforts over a period of time have resulted in reduction
in open defecation, drudgery for women to fetch water. It has increased the use of
functional toilets, enhanced the hygiene conditions with use of toilets, washing
platforms, soak pits, and increased the participation of community members, especially
women.
Catalysts for Social Action
Your company in collaboration with Catalysts for Social Action, society
and a trust, started a ‘ADOPT A HOME & LIVELIHOOD & AFTERCARE SUPPORT
program to provide support to children and youths at three Child Care institutions (CCI)
in Navi Mumbai, Maharashtra:-
CCI 1 - Rays of Hope - Kharghar, Navi Mumbai CCI 2 - Swapnalaya -
Panvel, Navi Mumbai CCI 3 - Panchdeep - Panvel, Navi Mumbai
The project was adopted with a view to provide necessities in the areas
of hygiene and sanitation, safe living spaces for children, improve developmental aspects
around education, aftercare initiatives for over 18-year-olds, vocational training,
mentoring support and to build the capacity of CCI management and staff for sustained
outcomes.
To develop overall personality of kids, various activities like dance
workshop, lantern-making workshop, diya making and sports activities, are undertaken.
Bindas Bol program from communicative English was held. On the occasion of Marathi Bhasha
Din, slogan writing competition, poster making on different languages spoken in
Maharashtra, were made and displayed by the children.
Seva Sadan Society
Your company has collaborated with Seva Sadan Society to fund Secondary
School Education (Stds. 5 to 7 in the academic year 2022-23) at Seva Sadan Societys
English Medium School for 61 students. To improve the academic progress remedial teaching
that is one-on-one teaching to the identified students is provided after school hours.
Enrollment of Education Consultant, new recruitment of teachers, introduction of library
period are few steps undertaken to provide quality education.
In the aftercare program, Young Adults were enrolled for upskilling,
who dont have family support. Few are currently pursuing courses and others have been
placed in jobs.
Deepak Foundation
Your company has worked with Deepak Foundation for Skill Development of
Youth & Self-Help Group women in Facility Management & Services around Taloja
Plant area. Necessary training has been imparted to 76 youths in four batches including on
the job / practical training apart from the classroom training sessions. Out of 76 youths,
48 trainees have secured employment or have opted for self-employment.
The details as required under Section 135 of the Companies Act, 2013
are provided in CSR Report which is annexed herewith as Annexure IV. For the year 202223,
the Chief Financial Officer of the Company has certified that the funds of CSR have been
utilized for the purposes and in the manner as approved by the Board of Directors of the
Company.
E. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The company conducts the Familiarization 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 familiarisation
programme along with details of the same imparted to the Independent NonExecutive
Directors during the year are available on the website of the Company at
https://apcotex.com/uploads/ documents//MjAzOTAy-11-04-23.pdf
F. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
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 designated person/ employees and maintain the highest ethical standards of
dealing in Company securities.
G. INTERNAL FINANCIAL CONTROLS
Your Company maintains an adequate and effective internal control
system commensurate with its size and complexity. The Company has adopted policies and
procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Companys policies, the safeguarding of its assets, the prevention and
detection 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 accounts. 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
All women who are associated with the Company either as permanent
employees or temporary employees or contractual persons including service providers at the
Company sites are covered under the above policy.
The company has constituted Internal Complaints Committee to ensure a
harassment free working environment, to redress the complaints and to prevent sexual
harassments, if any. 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. 0.48 Lakhs and accrued interest of Rs.
0.22 Lakhs 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 2022-23.
L. ECOLOGY AND SAFETY
The company ensures safe, healthy and eco-friendly environment at its
plant and surrounding areas. The 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 Companys 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 and from Gujarat Pollution Control Board to operate the Plant
at Valia, Ankleshwar.
The company is working with the renowned consultants for implementation
of Environment, Social and Governance (ESG) in the organisation. The disclosure
requirement of Business Responsibility and Sustainability Report forms part of this
report.
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 II.
The information required pursuant to Section 197 of the Companies Act,
2013 read with Rule 5(2) & (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. Please refer to note no. 18 of the Notice of AGM for inspection
of the same.
N. DIRECTORS & KEY MANAGERIAL PERSONNEL Appointment:
The Board of Directors on the recommendation of the Nomination and
Remuneration Committee, recommend the re-appointment of Mr. Ravishankar Sharma (DIN:
08739672) as a Wholetime Director, designated as an Executive Director w.e.f 1st May 2023
for a term of three years subject to the approval of the members in the ensuing AGM.
The Board of Directors had on the recommendation of the Nomination and
Remuneration Committee, at their meeting held on 20th October 2022, approved the
appointment of Mr. Jeevan Mondkar (ACS 22565) as the Company Secretary and Compliance
Officer (Key Managerial Personnel) of the Company effective from 1st November 2022 in
place of Mr. Anand Kumashi, Company Secretary & Compliance Officer of the Company, who
retired on 31st October 2022. The Directors wish to place on record their appreciation for
the contribution made by Mr. Anand Kumashi during his tenure with the Company.
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. Atul Choksey (DIN 00002102) will
retire by rotation at the ensuing AGM of the Company and being eligible, offers himself
for re-appointment. The Board recommends his re-appointment.
Brief resume, nature of expertise in specific functional areas,
disclosure of relationships between directors inter-se, details of directorship held in
other companies, membership of committees of the Board, shareholding in the Company held
by the directors proposed to be appointed/re-appointed at the 37th AGM, is
provided in the Notice of the AGM.
O. AUDITORS
Statutory Auditors
M/s. SGDG & Associates LLP, Chartered Accountants (Firm
Registration No. W100188) were appointed as Statutory Auditors of the Company for a period
of five consecutive years at the 32nd AGM of the Company held on 27th
July 2018 to hold office from the conclusion of the said Meeting till the conclusion of
the 37th AGM to be held in the year 2023.
Your Board recommends the appointment of M/s. Manubhai & Shah LLP,
Chartered Accountants (Firm Registration No. 106041W/W100136), as Statutory Auditors of
the Company for a period of 5 years from the conclusion of this AGM till the conclusion of
the 42nd AGM to be held in the year 2028, in place of retiring auditors viz.
M/s. SGDG & Associates LLP, Chartered Accountants, on such remuneration as shall be
fixed by the Board of ryond Directors of the Company. The Company has received letter from
the M/s. Manubhai & Shah 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.
Cost Auditors
M/s. V J Talati & Co., Cost Accountants have been appointed as Cost
Auditors of the Company for the financial year 2023-24 under Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014. M/s. V J
Talati & Co. have confirmed that they are free from any disqualifications as specified
under the Companies Act, 2013.
The remuneration payable to the Cost Auditors is required to be placed
before the Members in a general meeting for their ratification. Accordingly, resolution
seeking Members ratification for the remuneration payable to M/s. V J Talati & Co.,
Cost Auditors is included at item No.7 of the Notice convening the AGM.
Secretarial Auditor
M/s. D.S. Momaya & Co. LLP, Company Secretaries, have been
appointed to conduct the Secretarial Audit of the Company for the financial year 2022-23,
pursuant to the provisions of Section 204 of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015 as amended. The Report of the Secretarial Auditor is appended to this
Report as Annexure V.
P. Maintenance of Cost Records
The maintenance of cost records as specified under Section 148 of the
Companies Act, 2013 is applicable to the Company and accordingly all the cost records are
made and maintained by the Company and audited by the cost auditors.
Q. CEO & CFO CERTIFICATION
Certificate from Managing Director and Chief Financial Officer,
pursuant to the Regulation 17 of SEBI (LODR) Regulations, 2015, for the financial year
2022-23 under review was placed before the Board of Directors of the Company at its
meeting held on 27th April 2023.
R. SECRETARIAL STANDARDS
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 2023.
S. Business Responsibility and Sustainability Report (BRSR)
Detailed BRSR under Regulation 34 of SEBI (LODR) Regulations, 2015
forms a part of this report.
T. 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
are also be transferred to the demat account of the IEPF Authority. Accordingly, the
Company has transferred the unclaimed dividend of Rs. 12,86,481/- for the year 2014-15
during August 2022. Considering 2014-15 as base year, the Company has transferred 9,154
Equity shares of Rs. 2 each/- held by 179 number of shareholders, on which the dividend
was unclaimed for 7 consecutive years, to demat account of IEPFs authority, in compliance
with IEPF Rules during the financial year 2022-23.
The Company had sent individual notices and also advertised in the
newspapers seeking action from the Members who have not claimed their dividends for seven
consecutive years or more.
The Company will be transferring the final dividend and corresponding
shares for the financial year ended 201516 within statutory timelines. Members are
requested to ensure that they claim the dividends and shares referred to above, before
they are transferred to the said Fund. The due dates for transfer of unclaimed dividend to
IEPF are provided in the report on Corporate Governance.
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 https://apcotex.com/ investor-transfer-to-iepf to
verify the details of unclaimed dividends and the shares liable to be transferred to IEPF
Authority.
U. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURT
During the year no significant or material orders were passed by the
Regulators or Courts or Tribunals which impacts the going concern status and Companys
operations.
V. ACKNOWLEDGEMENT
Your Directors take this opportunity to express their deep sense of
gratitude to the Bankers, 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 Annexures I to V are an integral part of this
Directors Report.
FOR AND ON BEHALF OF THE BOARD
|
ATUL C CHOKSEY |
|
CHAIRMAN |
|
DIN:00002102 |
| Date: 27th April 2023 |
|
| Place: Mumbai |
|
+91-9892691696
