Apis India Ltd Directors Report.

To

The Members,

APIS India Limited

Yours Directors take pleasure in presenting the 37th (Thirty Seventh) Annual Report of your Company together with the Audited Accounts for the year ended March 31, 2019.

1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

(Rs. in Lakh)

PARTICULARS

Standalone

Consolidated

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 22,502.12 19,667.80 22,502.12 19667.80
Profit before depreciation 1529.02 1,831.78 1528.92 1831.55
Depreciation 280.32 214.62 280.32 214.62
Profit before tax and after depreciation 1248.70 1,617.16 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 1,134.18 927.51 1133.95
Share of profit of an associate (net of taxes) - - 127.66 58.36
Minority Interest - - - -
Net Profit available for appropriation 927.61 1,134.18 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

a) DIVIDEND

The Board of Directors of your Company, subject to the approval of shareholders at the ensuing Annual General Meeting, has recommended a dividend @ 4% (Re. 4 per preference share of 100/- each) for the year ended March 31, 2019. The cash outflow on account of dividend 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 9,01,00,760 divided into 55,100,76 equity shares of 10/- each & 3,50,000 4% Non-Convertible Non-Cumulative Preference Shares of 100/- each. During the year under review, your Company has neither issued shares with differential voting rights nor granted stock options 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. With its world class in-house facility for testing, processing and filtration for honey. It has a state of art manufacturing facility spread over 7 acres in Rorkee, Uttarakhand with a capacity to process over 100 tonnes of honey per day. With a mission to make pure and natural products, a part of consumers everyday life, the Company has also forayed into Tea, Cookies and Preserves considering the changing purchase dynamic & growing need for 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 generation of entrepreneurs with extensive hands on knowledge of the trade. The Company has an ISO2200 certification for documented procedure that applies to Food Safety framed by International body. The Company has also got the framed ORGANIC, TUV, USFDAM KOSHER, EIC, APEDA certification. The Company is also winner of Numerous Industry and Government of India awards for Honey Export.

During the year under the Company has awarded as emerging FMCG brand at Time of India Business Award 2019.

The Company has been thrice awarded the prestigious APEDA Export Award by Ministry of Commerce, Government of India, for our achievement in exports of honey.

In spite of challenging circumstances during the year, your Company continued to perform 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 Net Profit after Tax for the year was 1055.17 Lakh as compared to 1192.31 Lakhs during the previous year.

Operations

This year the Company is planning to expend its product basket in spread category like Hummus, Date Syrup and Multiple variant of Green Tea with Honey.

The Company has present its current category of product basket which includes varies new product added in different category are detailed as follows:

a) Honey:

The Company product under the brand name of APIS Himalaya have now become an important player in branded Honey segment in India. The Company offers a wide variety in honey like-Acacia, Eucalyptus, Himalaya Honey, Lychee, Sunflower and wild Flower Forest, mainly for 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 honey, the 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, boost immunity and stay fit while dieting. A potent combination of Pippali, Daru Haldi, Triphala, Ashwagandha & Dalchini with the right blend of honey make it the perfect weight 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 by Ayurveda. Ayurveda considers lemon as a primary antioxidant that helps protect cells from damaging free radicals. Lemons are very rich in Vitamin C, which plays a vital role in weight management, and lower blood pressure. It adds to vitality, is a remedy for morning dullness and boosts immunity. Added with Honey, it is a health elixir in a bottle. Try it today!

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 polyphenolic compounds, which makes it an energizing fruit. Lychee Honey is helpful in digestive issues, cognitive disorders, helps improving blood circulation, and protecting the body from various diseases and afflictions. Lychee honey has the wealth of potassium and organic compounds, which are connected to a number of important health benefits. So, choose 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. Banslochan, piper logum, cardamom and cinnamon, are believed to restore natural functions of the respiratory, digestive and immune system of the body. The Immuno-modulator content in it boosts immunity and vitality. Just one spoon of Sitopladi honey before bed takes care of your 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 miraculous medicinal values, lie holy Tulsi has been highly valued and worshipped in India for liousands of years. It is an excellent antioxidant liat protects lie body from many diseases. Tulsi, when infused wili Honey, makes Tulsi Honey, a potent remedy for cough and cold, respiratory disorders, headache and helps in treating stomach flu, urinary and genital 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. Its antiinflammatory and antioxidant properties help in relieving nausea, loss of appetite, motion 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 reducing lie cholesterol, and on maintaining healliy blood sugar levels. Try lie taste of good healli 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 with nuts. It is also certified with Non-GMO status, a rarity in case of honey. APIS Himalaya products are available in convenient packaging starting from 20 gm to 1.5 kg packs in retail.

b) Green Tea

The Company five Senses Green Tea, is an ode to the Great Tea tasting tradition. The color, the aroma, the texture, the mouth fee, promises a sensorial epiphany. Our Tea is sourced from tea gardens and is treated with the time honored process that ensure the right moisture, texture, flavour and aroma. For further intensification of leaves, they are oxidized in huge oxidation floors of our tea processing plants. Rolling then shapes our tea leaves in the right from which are then dried, aged and packed to exhibit great taste and aroma. Each of these processes, is carried out in a climate controlled facility to avoid spoilage and maintain the perfect tea texture and flavour. The Tea is also an elixir of Good Health, longevity and possesses innumerable medicinal properties. It is pure joy in a cup-A true Connoisseurs 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 of Vegetables, 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 life tangier. An essential for every kitchen and Dinner table.

Since time immemorial, pickles have been the common thread that have tied India together. Our assorted array of lip smacking pickles pair up wonderfully with Indian meals.

The Company has this year lunch two newly category i.e. North Indian Pickles and South Indian Pickles.

North Indian Pickles

i. Green Chilli Pickle

A treat for lie adventurous foodies! Green chilli pickles are a delight to your tastebuds.

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 wili flatbreads.

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 tang of 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 5kg packs.

v. Red Stuff Pickle

A gentle reminder of your childhood. Pair liese pickles wili your favourite meals for a quick 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 new flavour that take your meals to the next level! Gongura Pickle are available in convenient packing of 200gm, and 500gm packs.

ii. Lime Pickle

Sour limes transform into beautiful pickles. Enjoy our evergreen lime pickles wili flatbreads.

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 tang of 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, 500gm, 200gm (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.

d) Preserves

Getting a consistent product throughout the year is a must and our quality Control ensures that you get the perfect taste in our preserves all year around. Right from sourcing the right raw product, to proper cleaning and treatment, a stringent process flow is maintained to give you the best product. Kitchen essentials are kept as fresh as they did 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 their presence 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.

e) Dates

Apis dates are a rich source of several vitamins, minerals and fibers. These delicious fruits contain oil, calcium, sulfur, Iron, Potassium, Phosphorous, Manganese, copper and Magnesium- the building blocks for good health. Health specialists have said that eating one date per day is necessary for balanced and healthy diet. The significant amounts of minerals found in dates make it a super food for strengthening bones and fighting off painful and debilitating diseases like osteoporosis. Dates also help in gaining weight and in muscle development. Studies have found dates beneficial in relief from constipation, intestinal disorder, heart problems, anemia, sexual dysfunction, diarrhea, abdominal cancer 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 lie myli liat all liings healliy cannot be healliy, liis is one to relish. liese dates are vacuum packed to retain lieir freshness, increasing lie longevity of lie products. Premium Seeded 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 single seed. They have a considerably lower sugar content. Chewy, and semi-dry in texture, the Zahidi date has a mildly sweet, nutty and almost buttery flavor with a subtle tang, reminiscent 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 lie eastern region, and is characterized by a unique natural, glossy, waxy layer covering its smooli surface, in addition to lie strong, fiber structure which gives it a lesser sweet taste.

Arabian Pearls Dates are available in convenient packing of 500gm and 250gm packs.

• Ajwa Dates

Ajwa dates are soft dry, medium-size date variety liat is about 3 centimeters in lengli. Ajwa dates have a glossy black- brown skin and pulp. lie pulp surrounds a central elongated seed liat is often removed. Ajwa dates have a meaty, chewy texture and a sweet flavor wili hints of caramel, honey, and cinnamon. Ajwa Dates are available in the 400gm pack.

• Khenaizi Dates

Liese popular dates are grown across lie UAE regions. Khenaizi dates are soft, medium-sized and mild in sweetness. Dark brown in color, it has a juicy texture and is enjoyed even before it is fully dried. Khenaizi Dates are available in the 500gm pack.

• Deseeded Dates

Eating dates made easier! Enjoy the juicy taste of dates, with the same amount of nutrition 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-licking Apis range of Jam. Be it Rotis, Dosas or Toast or Home cake toppings Apis has a wide range to choose from. Each spoon promises a delightful explosion of fruitiliciouness. Made from 100% real fruit ingredients, Apis Jam along with being Yummy is nutritious and Healthy.

Apis Jam have a carefully chosen consistency that in spreads easily with spoon or knife. It is carefully sealed in impermeable glass & PET wrapping to keep it moisture free to retain its taste and aroma.

The Company has incepted this year two new product in Jam Category i.e. Pineapple and Mango.

Coming in diverse flavour like Mix- Fruit, Orange, Strawberry & Grapes Apis Jams promises a flavour for every day of the week.

g) Macaroni

The Company has added this year a new product Macaroni in its basket to bring out transport yourself to lie gastronomic wonderland of Italy. The Apis present to you lie most versatile pasta, lie Macaroni! Apis Macaroni are available in convenient packing of 180gm and 500gm packs.

3. TRANSFER TO RESERVES

Your Company has transferred a sum of 927.61 Lakh to the surplus for the financial year ending 31st March, 2019

4. LISTING OF SHARES

The Companys equity shares are listed with BSE Limited. The annual listing fee for the financial 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, 2019 approved a Comprehensive Scheme of Amalgamation of APIS Natural Products Private Limited (APIS Natural) and Modern Herbals Private Limited (Modern Herbals) with APIS India Limited (herein after referred to APIS India or the Company), and their respective shareholders and creditors (hereinafter referred to as the Scheme), under Sections 230 to 232 read with Section 66 and other applicable provisions, if any, of the Companies Act, 2013, including any statutory modification(s) thereto or re-enactment(s) thereof, placed before them.

APIS Natural and Modern herbals are part of the Promoter Group of APIS India. APIS Natural holds 1.07% of APIS Indias Paid-Up Equity Share Capital and Modern Herbals holds 2.61% of APIS Indias Paid-Up Equity Share Capital. Pursuant to the proposed amalgamation of APIS Natural and Modern Herbals with APIS India, post-merger paid-up capital of the Company will remain same and there will be no dilution for any shareholders including public shareholders. In terms of the Scheme, the equity shares held by APIS Natural and Modern Herbals in the Company shall stand cancelled and equivalent number of equity shares shall be issued by APIS India to the shareholders of APIS Natural and Modern Herbals in proportion 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 Indias Paid-Up Equity Share Capital even after this proposed merger/amalgamation. The purpose of this amalgamation is to simplify the shareholding structure and reduction of shareholding tiers and to demonstrate the Promoter Groups direct commitment to and engagement with APIS India.

Further, preference shares held by APIS Natural and Modern Herbals in APIS India will also be cancelled pursuant to the merger/ amalgamation.

Upon the Scheme being effective, equity shares issued by APIS India pursuant to the Scheme would be listed on the Bombay Stock Exchange (BSE).

This Scheme is subject to consent / approval of requisite majority of shareholders and creditors of APIS India, APIS Natural and Modern Herbals and sanction of the jurisdictional NCLT and all other regulatory approvals as may be necessary for the implementation of the Scheme.

6. SUBSIDIARY & GROUP COMPANIES

Your Company has 1 (one) wholly owned subsidiary and 1 (one) overseas associate company with the name and style of APIS Pure Foodstuff LLC, Dubai.

Apart from above, there are no subsidiary/ Associate Companies as per the provisions of Companies 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 the website 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 Indian subsidiary" as defined in the policy adopted by the Company.

Report on the highlights of performance of Subsidiaries, Associates and Joint Venture Companies 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 subsidiaries, associates and Joint Venture Companies and their contribution to the overall performance of the Company is attached as "Annexure-I" to this report. Information with respect to financial position of the above entities can be referred in form AOC-1 which 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 Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) and Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted Indian Accounting Standards ("Ind AS") from April 01, 2017 (transition date to Ind AS is April 01, 2016) and the financial Statements have been prepared in accordance with recognition and measurement principal of Indian Accounting Standards ("Ind AS") as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133 of the Companies Act, 2013 as amended time to time. The Annual Accounts for the year ended March 31, 2019 have been prepared in accordance to Indian Accounting Standard (Ind AS).

8. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated Financial Statements of your company for the Financial Year 2018-19 have been prepared in accordance with the principles and procedures of Indian Accounting Standards 110 (Ind AS) as notified under the Companies (Ind As) Rules, 2015 as specified under section 133 of the Companies Act, 2013 ("the Act") as amended time to time.

In compliance to Section 129 of the Act read rules made thereunder, Consolidated Financial Statements prepared on the basis of audited financial statements received from subsidiary/ associate companies as approved by their respective Boards forms part of this report. In compliance with section 129 of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary and associate company of the Company in form AOC-1 which forms part of the notes to the financial statements.

Pursuant to the provision of section 136 of the Act, the financial statements, consolidated financial statements along with relevant documents and separate audited accounts 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 AND OUTGO

The Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is enclosed as Annexure-II and forms part to this report.

10. DETAILS OF BOARD MEETING

During the year 07 (Seven) Board Meetings and 5 (Five) Audit Committee Meetings were convened 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 the Companies Act, 2013.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

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 is annexed 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 and Directors, enabling them to report any concerns of unethical behaviour, suspected fraud or violation of the Companys code of conduct.

To this effect the Board has adopted a "Whistle Blower Policy" (WBP), which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other shareholders have direct access to the chairman of 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 the website 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 following in 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 31st March, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgements 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;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 concern basis; and

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company at large and thus disclosure in the Form AOC-2 is not required.

15. AUDITORS

i) Statutory Report and their Report

At the 34th Annual General Meeting held on 28th September, 2016, the shareholders had approved the appointment of M/s SRDP & Co (Formerly Known as M/s Sudhir Agarwal & Associates) Chartered Accountants (ICAI Firms Registration No. 509930C) as the Statutory Auditors for a period of 5 years commencing from the conclusion of the 34th Annual General Meeting until the conclusion of 39th Annual General Meeting, subject to ratification by the shareholders every year.

Pursuant to the recent amendment to Section 139 of the Act effective 7th May 2018, ratification by Shareholders every year for the appointment of the Statutory Auditors is no longer required and accordingly, the notice of ensuing Annual General meeting does not include the proposal for seeking shareholders approval for ratification of Statutory Auditors appointment. In terms of the Listing Regulations, the auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

Auditors Report

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 their report for the financial year ended March 31, 2019. Pursuant to the provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of 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 made thereunder read with Companies (Accounts) Amendment Rules, 2018 the requirements of cost auditors 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 and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anand Nimesh & Associates, Company Secretaries, Delhi to do the secretarial audit of the Company for the financial year ending 31st March, 2019. The said firm has issued their consent to do the secretarial audit for the company for the said period.

M/s Anand Nimesh & Associates, Company Secretaries, have now completed their secretarial audit and have issued their certificate as per prescribed format in MR-3 to the shareholders of the Company, which is annexed to this Report as Annexure-IV. They have no observations in their report and have confirmed that the Company has proper board processes and a compliance mechanism in place. They have also complied with the relevant statutes, rules and regulations applicable to the Company and with the applicable secretarial standards.

The members are further informed that Board of Directors on recommendation of Audit Committee reappointed M/s Anand Nimesh & Associates, Company Secretaries in Practice as Secretarial Auditors of the company in pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) for the financial year 2019-2020.

iv) Internal Auditors

The Board of Directors on recommendation of Audit Committee re-appointed M/s Mukhtar Alam & Associates, Chartered Accountants as Internal Auditors of the company in pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being 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 Section 188 of the Act are given in the notes to the Financial Statements.

All the transactions, if entered were on an arms length basis and were in the ordinary course of business and are in compliance of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the company which may have potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required.

Omnibus approvals are obtained for related party transactions which are repetitive in nature. In respect of unforeseen transactions, specific approvals would be taken, if required.

All related party transactions are approved/ reviewed by the Audit Committee on quarterly basis, with all the necessary details and are presented to the Board and taken on record.

The Board has formulated policy on Related Party Transactions and it may be accessed at the 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 proper recording of financial & operational information, compliance of various internal control and other regulatory/statutory compliances. All internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, 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 in place Risk Minimization and Assessment Procedure. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy.

The objective of any risk identification and assessment process is to evaluate the combination of likehood and level of negative impacts from an event. The three main components of risk assessment are business risk, service/operational risk and external risk.

The Company manages the risk in line with current risk management best practices. This facilities the achievement of our objectives, operational effectiveness and efficiency, protection of people and assets, informed decision-making and compliance with applicable law and regulations.

The Board has formulated policy on Risk Management Policy and it may be accessed at the website 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, the Company has constituted a Corporate Social Responsibility (CSR) Committee to recommend and monitor expenditure on CSR. The CSR Committee comprises of Mr. Karan Ahooja as Chairman and Mr. Vimal Anand, Mr. Amit Anand, Mrs. Shalini Malik and Mr. Sushil Gupta are the members of the committee.

Based on the recommendations of the CSR Committee, the Company has laid down a CSR policy, which is displayed on the website of the Company. It can be accessed at the web-link at https:// www.apisindia.com/pdf/APIS-INDIA- LMITED-CSR-Policy-[165606].pdf

The Company is committed to Corporate Social Responsibility. The Company during the year ended March 31, 2019, was required to spend 2% of the average net profit of the Company for three immediately preceding financial years i.e. 30.33 Lakh. During the year under review, your Company as part of its CSR initiatives has spent an amount aggregating 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 of this 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 in place 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), Regulations, 2015 read with Part-C of Schedule II.

The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this report.

The Board of Directors of your Company has re-constituted the composition of Audit Committee 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 (Meeting of the Board and its Power) Rules, 2014 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, your Company has in place duly constituted Nomination and Remuneration Committee.

The details of the composition of the committee along with other details are available in the Corporate Governance which is forming part of this Annual Report.

The details of the Remuneration Policy are given as Annexure-VI forming part of this Report.

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company.

(iv) STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has also formed Stakeholders Relationship Committee in compliance to the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015. The details about the composition of the said committee of the Board of Directors alongwith attendance thereof has been provided in the Corporate Governance 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 the Companies 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 January 31, 2019 on recommendation of Nomination and Remuneration Committee proposed to appoint Mrs. Prem Anand (DIN: 00951873) as Whole Time Director of the Company for a period of five years with effect from 31st January, 2019. This appointment is subject to the approval of members at ensuing Annual General Meeting of the Company. Brief details as per Regulation 36(3) of SEBI (LODR) Regulations, 2015 is provided in the Notice of forthcoming 37th Annual 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 has been 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 respective meeting held on May 30, 2019 on recommendation of Nomination and Remuneration Committee appointed Mr. Pankaj Kumar Mishra as Chief Executive Officer of the Company w.e.f May 30, 2019.

iv) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014 Mr. Amit Anand (DIN: 00951321) retires by rotation at the ensuing Annual General Meeting and being eligible, has offers himself for re-appointment. The details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Mr. Amit Anand are provided in the Notice of 37th 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 and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed Mrs. Sunita Chaddha (DIN: 03398434) and Mrs. Shalini Malik (DIN: 03397744) who are serving on the Board 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 these Independent Directors will be expiring on September 25, 2019, the Nomination and Remuneration Committee in its meeting held on August 14, 2019 recommended their re-appointment based upon their performance evaluation and on their recommendation is further seconded by the Board of Directors in its meeting held on 14th August, 2019. In this regard, the concerned Independent Directors have given their consent to extend their office as such for a further period of five years and also received a declaration to the effect that they meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. Further, they have confirmed that they are qualified to become Independent Directors of the Company. In terms of the provisios of Section 160(1) of the Comapies Act, 2013, your Company has received Notice from a Members signifying 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 office of Independent Directors.

The terms of appointment of Independent Directors as available in the Companys web site 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 in the Notice of forthcoming 37th Annual General Meeting.

The Board recommends their appointments as Independent Directors of the Company.

22. EVALUATION OF THE BOARDS 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 carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder 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 nonindependent directors and the chairman. Post of Annual ID meeting, the collective feedback of each of the independent directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Boards Chairman covering performance of the Board as a whole performance of the nonindependent directors and performance of the Board Chairman.

23. EXPLANATION OR COMMENT OR QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT.

There were no qualifications, reservation or adverse remarks made by the Auditors in their respective reports.

24. DEPOSIT

The Company does not have any deposits and has neither accepted any deposits during the year under Chapter V of the Companies Act, 2013 read with its rules and regulations made thereunder.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations.

26. CORPORATE GOVERNANCE

As per the requirement of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 executed with the Stock Exchange(s), a report on Corporate Governance is annexed, which forms part of this Annual Report. A certificate from a Statutory Auditor of the Company confirming compliance with the conditions of Corporate Governance 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 a policy on Prevention, Prohibition and Redressal of Sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under.

The Policy aim to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

There were no complaint received from any employee during the financial year 2018-2019 and hence no complaint is outstanding as on March 31, 2019.

The Board has formulated policy on Sexual Harassment Policy and it may be accessed at the website of the company https://www.apisindia. com/pdf/Policy-on-S.H.W-[165601].pdf

29. INDEPENDENT DIRECTORS

FAMILIARISATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and is powers) Rules, 2014 and SEBI (LODR), Regulations, 2015, your Company had adopted a familiarisation programme for independent directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, HR Management etc.

Your company aims to provide its independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarisation program may be accessed on the Companys 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) of Companies (Appointment and Remuneration of Managerial Personnel), Amendment Rules, 2016, a statement showing the names and other particulars of the top ten employees and the employees drawing remuneration in excess of the limits set out in the said rules is enclosed 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 with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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 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.

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 under review.

38. SECRETARIAL STANDARDS

As on March 31, 2019 the Secretarial Standard 1 & 2 on Board Meeting has been notified and the Company has complied with the requirements of the said Secretarial Standards.

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.

Acknowledgements

The Directors place on record their appreciation for the assistance, help and guidance provided to the Company by the Bankers and Authorities of State Government and Central Government from time to time. The Directors also place on record their gratitude to employees and shareholders of the Company for their continued support and confidence reposed 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

annexure-i

REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES 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, packing, bottling, prepare, manipulate, treat, market, import, export, improve, produce, process, prepare, buy, sell, deal in and carry on the manufacturing and trading in foods and beverages.

During the year under review the Company has incurred losses of 10,000/- (Rupees Ten Thousand Only) as compared to 24,000/- (Rupees Twenty Four Thousand Only) during the previous 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 and Bread and Bakery Products.

Despite various difficulties and challenges faced by the Company due to uncertain economic and political situation, seasonal complexities and difficult business environment, the Company was able to maintain progressive growth and posted a turnover of 12,27,77,922/- (Rupees Twelve Crores Twenty Seven Lakh Seventy Seven Thousand Nine Hundred Twenty Two Only) as compared to 15,37,99,319/- (Rupees Fifteen Crores Thirty Seven 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 2,60,52,971/- (Rupees Two Crore Sixty Lakh Fifty Two Thousand Nine Hundred Seventy One Only) as compared to 1,19,10,329/- (Rupees One Crore Nineteen Lakh Ten Thousand Three Hundred Twenty Nine Only) during the previous year.

The Company is optimistic about its business growth in the years to come.

annexure-ii

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 March 31, 2019.

A. Conversion of Energy

i. the steps taken or impact on conservation of energy Insulation of stem pipelines and hot equipments
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 equipments: 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 10,994.13 12,009.31
Foreign Exchange used 12,80.57 15,20.57

 

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

annexure vi

NOMINATION AND REMUNERATION POLICY

1. INTRODUCTION

The company considers human resources as its invaluable assets. This policy on nomination and remuneration of Director, Key managerial personnel (KMPs) and other employees has been formulated in terms of the provisions of companies act, 2013 and the listed agreement in order to pay equitable remuneration to the directors, KMPs, and employees of the company and to harmonies the aspiration of human resources consistent with their records of the company.

2. OBJECTIVE

The Nomination and Remuneration/ Compensation Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules, Companies (Meeting of board and its Power) Rule, 2014 has mandated the constitution of nomination and remuneration committee. The objective of this policy is to lay down a framework in relation to remuneration of Directors, KMP, Senior Management Personnel and other Employees. The Key Objectives of the Committee would be:

2.1 To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

2.2 Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration 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 necessary report to the Board for further evaluation of the Board.

2.5 To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

2.6 To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

2.7 To retain, motivate and promote talent and to ensure long term sustainability of talented 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 corporate governance.

3. CONSTITUTION OF NOMINATION COMMITTEE

Nomination and remuneration committee.

1. The board of directors shall constitute the nomination and remuneration committee as follows:

(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 independent director:

Provided that the chairperson of the listed entity, whether executive or nonexecutive, may be appointed as a member of the Nomination and Remuneration Committee and shall not chair such Committee.

3. The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders queries; however, it shall be up to the 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.

4. APPLICABILITY:

a) Directors (Executive and Non-Executive)

b) Key Managerial Personnel

c) Senior Management Personnel;

d) Other Employees

5. DEFINITIONS:

"Act" means the Companies Act, 2013 and Rules framed there under, as amended from time to time.

"Board" means Board of Directors of the Company.

"Directors" mean Directors of the Company. "Key Managerial Personnel" 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 Senior Management Personnel.

Policy or This Policy means, "Nomination and Remuneration Policy."

"Senior Management" means Senior Management means the personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the companies Act, 2103 and SEBI (LODR) Regulation, 2015 as may be amended from time to time shall have the meaning respectively assigned to them therein.

6. APPOINTMENT CRITERIA AND QUALIFICATIONS:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether 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-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

7. TERM / TENURE:

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re appointment 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 on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms of up to maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

8. EVALUATION:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

9. REMOVAL:

Due to reasons for any disqualifications mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

10. RETIREMENT:

The Directors, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion 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 the Company.

11. BOARD DIVERSITY

The Board shall consist of such number of Directors, including at least one women Director and not less than fifty percent of the Board of Directors comprising non-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 the Board should comprise independent directors and in case the Company does not have a regular non-executive Chairman or in case the regular non-executive Chairman is a promoter of the Company, at least half of the Board comprise independent directors.

The Committee will lead the process for Board appointments. All Board appointments will be based on the skills, diverse experience, independence and knowledge which the Board as a whole requires to be effective. The Committee shall seek to address Board vacancies by actively considering candidates that bring a diversity of background and opinion from amongst those candidates with the appropriate background and industry or related expertise and experience. The candidates will be considered against objective criteria, having due regard to the benefits of diversity on the Board.

Additionally the Board may consider appointment of experts from various specialized fields such as finance, law, information technology, corporate strategy, marketing and business development, international business, operations management etc. so as to bring diversified 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 Senior Management Personnel:

The Remuneration/ Compensation/ Commission etc. to be paid to Director/ Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made 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 of sitting fees shall be subject to limits as provided under the Companies Act, 2013 and rules 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 for rest of the employees is determined on the basis of the role and position of the individual employee, including professional experience, responsibility, job complexity and market conditions.

? The various remuneration components, basic salary, allowances, perquisites etc. may be combined to ensure an appropriate and balanced remuneration package.

? The annual increments to the remuneration paid to the employees shall be determined based on the appraisal carried out by the HODs of various departments. Decision on Annual Increments 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 place for new Directors and members of Senior Management and reviewing its effectiveness;

2. Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013;

3. Identifying and recommending Directors who are to be put forward for retirement by rotation.

4. Determining the appropriate size, diversity and composition of the Board;

5. Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

6. Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

7. Evaluating the performance of the Board members and Senior Management in the context of the Companys performance from business and compliance perspective;

8. Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

9. Delegating any of its powers to one or more of its members or the Secretary of the Committee;

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 also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board.

2. to approve the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay reflecting short 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 the Committee

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 when required and also by the Compliance Officer where there is any statutory changes necessitating the change in the policy. However, no such amendment or modification will be binding on the Directors and employees unless the same is communicated in the manner described as above.

annexure-i

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 and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of performance of independent directors and the 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 appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

5. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors