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Directors Report of Apcotex Industries Ltd.

Mar 31, 2015

DEAR MEMBERS

The Directors have pleasure in presenting to you the Twenty-Ninth Annual Report of the Company and the audited Statements of Accounts for the year ended 31st March 2015.

A. COMPANY PERFORMANCE

FINANCIAL HIGHLIGHTS

Particulars 2014-15 2013-14 Growth % (Rs. In Lacs) (Rs. In Lacs)

GROSS SALES 39114.46 33035.43 18.40

Gross Profit Before Depreciation, Finance cost and Tax but after prior years' adjustments 4704.83 2756.42 70.69

Less: a) Depreciation 897.71 676.81

b) Finance Cost 324.25 414.49

Profit Before Tax 3482.85 1665.12 109.16

Less: a) Provision for Tax 1018.50 371.00

b) Adjustment for Deferred Tax Liability (3.71) (20.21)

Profit After Tax 2468.06 1314.32 87.78

Add: Balance brought forward from the Previous Year 3136.36 2560.11

Disposable Profit 5604.42 3874.43 44.65

Recommended Appropriations:

a) Dividend 725.83 518.45 40.00

b) Tax on Dividend 147.77 88.11 67.70

c) Transfer to General Reserve 800.00 131.50

Balance carried forward to Balance Sheet 3930.82 3136.37

5604.42 3874.43

DIVIDEND

Your Directors have recommended a dividend @ Rs. 7.00 (Rupees Seven) (Previous year Rs. 5/- (Rupees Five)) per Equity Share of Rs. 5.00/- each, for the financial year 2014- 15. Dividend, if approved, will absorb a sum of Rs. 873.59 lacs (including Dividend Distribution Tax of Rs. 147.76 lacs) out of the net profits after tax, as above and will be paid to those shareholders whose names appear on the Register of Members on Friday 24th July 2015.

TRANSFER TO RESERVE

The appropriations for the year are:

(Rupees in lacs)

Particulars Year ended 31st March 2015

Net Profit after tax for the year 2468.06

Balance of Reserve at the 1603.72 beginning of the year

Transfer to General Reserve 800.00

Balance of Reserve at the end 2403.72 of the year

C. WIND POWER

The Wind Turbine Generator installed at Sadawaghapur, Taluka - Patan, District Satara, Maharashtra, has generated gross revenue of about Rs. 102.13 lacs during the financial year (previous year Rs. 119.45 lacs), and same is netted-off against the power cost.

D. DISCLOSURES UNDER COMPANIES ACT, 2013

I. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

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

II. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return is enclosed in Annexure ii.

III. CHANGES IN THE SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2015 was Rs. 518.45 lacs, comprising of 1,03,68,992 equity shares of Rs. 5/- each. During the year under review, the Company has not issued any shares or convertible instruments.

IV. NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the Company business policy and strategy apart from other Board business. During the financial year under review, the Board of Directors met 5 (five) times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

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

V. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. M. G. Patel, Mr. Kamlesh Vikamsey, Mr. Girish Choksey, Mr. Bipin Jhaveri (upto 10/10/2014) and Mrs. Priyamvada Bhumkar (w.e.f. 31/10/2014). Mr. M. G. Patel is the Chairman of the Committee. Mr. M. G. Patel, Mr. Kamlesh Vikamsey and Mrs. Priyamvada Bhumkar are the Non-Executive independent Directors. More details on the committee are given in the Corporate Governance Report.

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

VI. BOARD INDEPENDENCE

The definition of independence of Directors is derived from Clause 49 of the Listing Agreement entered into with the Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013;

1. Mr. M. G. Patel

2. Dr. S. Sivaram

3. Mr. Shailesh Vaidya

4. Mr. Kamlesh Vikamsey

5. Mrs. Priyamvada Bhumkar

In compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, the independent Directors met on 20th March 2015 and discussed issues as prescribed under the schedule IV of the Companies Act, 2013 and also discussed various other issues.

VII. ANNUAL EVALUATION BY THE BOARD

in compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Nomination & Remuneration Committee members, covering various aspects of the Board's functioning such as adequacy of composition of Board and Committees, Board communication, timeliness and unbiased information of right length and quality of information, Board culture, execution and performance of specific duties, obligations and governance.

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

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

VIII. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy of the Company for Directors, KMP's and Senior Personnel of the Company is enclosed as Annexure iii to this Report.

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

IX. COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations or adverse remarks on disclaimers made by M/s. Kalyaniwalla & Mistry, Statutory Auditors, in their report and by Mr. Mahesh Hurgat, Company Secretary in Practice, in his secretarial audit report.

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

X. RELATED PARTY TRANSACTIONS

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

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

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

The Related Party Transaction Policy as approved by the Board is uploaded on the company's website at the following web link.

http://apcotex.com/policies/Related_Party_ Transaction_Policy.pdf

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

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

XII. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

XIII. CORPORATE GOVERNANCE

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

Detailed report on the Corporate Governance and Management Discussion Analysis, form part of this report. A certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the said Report.

E. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013. The CSR committee was constituted by the Board of Directors of the Company at its meeting held on 26th April 2014. On the recommendation of the CSR committee, the Board has approved the CSR policy of the Company which is published on the Company's website.

The Company has under taken projects in the areas of Healthcare, Education, and Vocational Training for village women and social projects around the area surrounding the factory.

CSR committee planned health check-up camp, distance education kits for remotely located schools in Adivasi settlements etc., around the plant area, which could not be completed as planned during the financial year 2014- 15 resulting into shortfall in CSR spent to the extent of Rs. 3.37 lacs.

The details of CSR activities as required under Section 135 of the Companies Act, 2013, are provided in CSR Report which is annexed herewith as Annexure VI.

F. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The company has conducted the Familiarisation program for Independent Directors appointed during the year. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarize them with the process, business and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Company's Policy of conducting the Familiarisation Program has been disclosed on the website of the Company at http://apcotex.com/policies/ Familiarisation_Programme_Independent.pdf

G. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

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

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

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

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

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

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

I. FIXED DEPOSITS MATURED BUT NOT CLAIMED

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

J. INSURANCE

All insurable assets of the Company including inventories, buildings, plant and machinery etc., as also liability under legislative enactments, are insured on reinstatement basis after due valuation of assets by an external agency. The Company also holds a Loss of Profit Policy for the financial year 2014-15.

K. ECOLOGY AND SAFETY

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

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

Necessary application for renewal of consent to operate the plant at Taloja has been made to Maharashtra Pollution Control Board, consent of which is awaited.

L. PERSONNEL

The information required under Section 197 of the Companies Act, 2013 and read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in Annexure IV (B).

M. DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Appointment:

Mrs. Priyamvada Bhumkar was appointed as additional director of the Company by Board of Directors at their meeting held on 31st October 2014. She would therefore hold office upto the conclusion of the ensuing Annual General Meeting.

Mrs. Priyamvada Bhumkar qualifies to be an Independent Director and her appointment has been recommended by the Nomination and Remuneration Committee. Accordingly, it is proposed to appoint Mrs. Priyamvada Bhumkar as an Independent Director for a term of 5 (Five) consecutive years upto 31st October 2019.

Pursuant to declaration made under Section 149 of the Companies Act, 2013, Mrs. Priyamvada Bhumkar meets all the criteria of Independence, as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. She possess the appropriate skills, experience and knowledge inter alia in the field of finance, business strategy etc.

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

In compliance with provisions of Section 203 of the Companies Act, 2013, Mr. Rohit R. Mahakal, was re- designated as Chief Financial Officer of the Company with effect from 1st April 2015 in the Board meeting held on 20th March 2015 on the recommendation of the Audit Committee.

II. Retirement by Rotation:

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

III. Cessation:

Mr. Bipin Jhaveri, Director of the Company expired on 10th October 2014. Mr. Bipin Jhaveri served on the Board of the Company for more than two decades. Your Directors wish to place on record their appreciation for his service and valuable contribution made during the tenure of Mr. Bipin Jhaveri as Director of the Company.

The background of the Director(s) proposed for

appointment / re-appointment is given under the Corporate Governance section of the Annual Report.

N. AUDITORS

I. Pursuant to provisions of Section 1 39(1 ) of the Companies Act, 2013, M/s. Kalyaniwalla & Mistry, Chartered Accountants (Firm Registration no. 104607W), were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting during the year 2018, subject to ratification at every Annual General Meeting.

The Company has received letter from the Statutory Auditors to the effect that ratification of their appointment, if made, would be within the prescribed limit under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from the appointment.

Your Board recommends the ratification of appointment of M/s. Kalyaniwalla & Mistry, Chartered Accountants (Firm Registration no. 104607W), Mumbai, as Statutory Auditors of the Company for the financial year 2015-16 and to hold the office till the conclusion of the next Annual General Meeting during the year 2016.

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

O. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer of the Company, pursuant to the provisions of Clause 49(IX) of the Listing Agreement, for the financial year under review was placed before the Board of Directors of the Company at its meeting held on 8th May 2015.

P. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to State Bank of India, Standard Chartered Bank, various departments of State / Central Government and local authorities for their continued guidance and support.

We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every member of the Apcotex family. To all shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

The accompanying Annexure I to VII are an integral part of this Directors' Report.

FOR AND ON BEHALF OF THE BOARD

ATUL C CHOKSEY CHAIRMAN Mumbai: 8th May 2015


Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting to you the Twenty-Seventh Annual Report of the Company and the audited Statements of Accounts for the year ended 31st March 2013.

COMPANY PERFORMANCE FINANCIAL HIGHLIGHTS

Particulars 2012-13 2011-12 (Rs. In Lacs) (Rs. In Lacs)

GROSS SALES 30262.47 27789.77

Gross Profit Before Depreciation, Finance Cost and Tax but after prior years adjustments 2350.26 2275.89

Less: a) Depreciation 311.30 278.64

b) Finance Cost 234.81 366.05

Profit Before Tax 1804.15 1631.20

Less: a) Provision for Tax 414.00 464.00

b) Adjustment for Deferred Tax Liability 109.63 20.82

Profit After Tax 1280.52 1146.38

Add: Balance brought forward from the Previous Year 1953.53 1403.83

Disposable Profit 3234.05 2550.21

Recommended

Appropriations:

a) Dividend 466.60 414.76

b) Tax on Dividend 79.30 67.28

c) Transfer to General Reserve 128.05 114.64

Balance carried forward to Balance Sheet 2560.10 1953.53

3234.05 2550.21

1. DIVIDEND

Your Directors have recommended a dividend @ Rs. 9.00 (Rupees Nine) per Equity Share of Rs.10/- each, for the financial year 2012-13. Dividend, if approved, will absorb a sum of Rs. 545.90 lacs (including Dividend Distribution Tax of Rs. 79.30 lacs) out of the net profits after tax, as above and will be paid to those shareholders whose names appear on the Register of Members on 21st June 2013.

2. WIND POWER

The Wind Turbine Generator installed at Sadawaghapur, Taluka - Patan, District Satara, Maharashtra, has generated gross revenue of about Rs.119 lacs during the financial year (previous year Rs.112 lacs), and is shown under Other Income.

3. STATUTORY DISCLOSURES

A. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information sought under the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure, forming part of this report.

B. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 profits 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 Companies Act, 1956, 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.

C. CORPORATE GOVERNANCE

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

Detailed reports on the Corporate Governance and Management Discussion Analysis, form part of this report. A certificate from the Company''s Auditors regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the said Report.

4. FIXED DEPOSITS MATURED BUT NOT CLAIMED

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

5. INSURANCE

All insurable assets of the Company including inventories, buildings, plant and machinery etc., as also liability under legislative enactments, are insured on reinstatement basis after due valuation by an external agency.

6. ECOLOGY AND SAFETY

Company always ensures safety, healthy, and eco-friendly environment. Company continually works towards identification and reduction of risks and prevention of pollution at its plants and surroundings.

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

Consent has been obtained from Maharashtra Pollution Control Board to operate the plant at Taloja till 31st December 2014.

7. PERSONNEL

Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended, is not applicable to the Company as there are no employees drawing remuneration exceeding the prescribed limits.

The Board would like to place on record their appreciation of the contribution made by all employees of the Company during the year.

The industrial relations with the employees were cordial.

8. BANKS

Your Directors wish to place on record their appreciation of the support received from the Company''s Bankers, State Bank of India and Standard Chartered Bank.

9. DIRECTORS

Mr. Atul Choksey, Mr. T.N.V. Ayyar and Dr. S Sivaram retire by rotation and being eligible, offer themselves for reappointment.

Shri Kamlesh S Vikamsey was appointed as additional director of the Company during the financial year, to hold the office of Director till the conclusion of the ensuing Annual General Meeting.

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

10. AUDITORS

The Company''s Statutory Auditors, M/s. Shah & Co., Chartered Accountants, have advised the Company of their unwillingness to be appointed as Statutory Auditors of the Company for the financial 2013-14. Your Board recommend the appointment of the firm of M/s. Kalyaniwala & Mistry, Chartered Accountants, Mumbai, be appointed as Statutory Auditors of the Company for the financial year 2013-14.

FOR AND ON BEHALF OF THE BOARD ATUL C CHOKSEY

Mumbai: 25th April 2013 CHAIRMAN


Mar 31, 2011

TO THE MEMBERS

The Directors have pleasure in presenting to you the Twenty-Fifth Annual Report of the Company and the audited Statements of Accounts for the year ended 31st March 2011.

COMPANY PERFORMANCE

FINANCIAL HIGHLIGHTS

Particulars 2010-11 2009-10 (Rs.. In Lacs) (Rs.. In Lacs)

GROSS SALES 22165.76 15681.96

Gross profit Before Depreciation,

Interest and Tax after prior year adjustments 1980.55 1504.68

Less: Depreciation 264.76 198.95

Interest 208.97 48.47

Provision for Tax 320.00 295.50

Adjustment for Deferred Tax Liability 114.46 128.97

profit/ (Loss) for the Year 1072.36 832.79

Add: Balance brought forward from Previous year 863.24 418.73

Disposable profit (Loss) 1935.60 1251.52

The Directors recommend Appropriation of the Disposable profit as under:

Dividend on Equity Shares 362.91 259.22 Tax on Dividend 60.28 44.06

Transfer to General Reserve 110.00 85.00

Balance carried to Balance Sheet 1402.43 863.24

1935.60 1251.52

1. DIVIDEND

Your Directors have recommended a dividend @ Rs. 7.00 (Rupees Seven) per Equity Share of Rs. 10/- each. The Equity Dividend, if approved, will absorb a sum of Rs. 423.19 lacs (including the dividend tax of Rs. 60.28 lacs) out of net profit as above and will be paid to those shareholders whose names appear on the Register of Members on 22nd July 2011.

3. WIND POWER

The Company has commissioned its Wind Turbine Generators with a capacity of 1.25 MW, at village Sadawaghapur, Tal - Patan, Dist. Satara, Maharashtra on 31st March 2010, for captive consumption at a cost of Rs. 650 lacs. The Wind Turbine Generator has generated net revenue of aboutRs. 70 lacs during the financial year, and is shown under Other Income.

4. STATUTORY DISCLOSURES

A. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information sought under the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure, forming part of this report

B. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confrm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 profits of the Company for that period;

iii. That they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, 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.

C. CORPORATE GOVERNANCE

Your Company has always strived to imbibe appropriate standards for good Corporate Governance.

Detailed reports on the Corporate Governance and Management Discussion Analysis, forms part of this report. A certifcate from the Company's Auditors regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the said Report.

5. FIXED DEPOSITS MATURED BUT NOT CLAIMED

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

One fixed deposit worth Rs. 5,000/- matured, with accrued interest of Rs. 224/- has not been claimed by the concerned depositor despite reminders.

6. INSURANCE

All insurable assets of the Company including inventories, buildings, plant and machinery etc., as also liability under legislative enactments, are insured at current market values.

7. ECOLOGY AND SAFETY

Apcotex ensures a safe, healthy, and eco-friendly environment. Apcotex continually work towards identification and reduction of risk and prevention of pollution at its plants & surroundings.

We practice Total Productive Maintenance (TPM) where one of the objectives is zero accidents and zero wastages. TPM has helped us design our equipments and processes to ensure high standards for health, safety and the environment. We are also pursuing ISO 14001 and OHSAS 18001 which are global standards for Environment and Safety respectively. We expect to obtain the certifcation in FY 2011-12.

In addition, members of the Safety Committee of the Company's Taloja Plant, have been regularly reviewing the safety measures and their implementation, to ensure adequate safety in material handling, control of pollution caused by liquid effuents, dust and emissions from chimney etc. Samples were periodically drawn and the reports submitted to the Pollution Control Board as required, ensuring compliance with the standards.

Consent has been obtained from Maharashtra Pollution Control Board to operate the plant at Taloja till 31st December 2014.

8. PERSONNEL

Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended, is not applicable to the Company as there are no employees drawing remuneration exceeding the prescribed limits.

The Board would like to place on record their appreciation of the contribution made by all employees during the year.

The industrial relations with the employees were cordial.

9. BANKS

Your Directors wish to place on record their appreciation of the support received from the Company's Bankers', State Bank of India.

10. DIRECTORS

Mr. TNV Ayyar and Mr. Girish Choksey, retire by rotation and being eligible, offer themselves for reappointment.

Dr. S. Rengachary, Director, who retires by rotation and eligible, has conveyed his desire not to seek re-appointment. Dr. S. Rengachary is associated with the company for more than three decades in various capacities and is associated with the Company as Independent Director since April 2005.

Shri. S.K. Lahiri, Director & CEO of the Company retired from the L service of the Company as on 03rd June 2010, after 27 years of association with the Company.

The Board places on record their appreciation for their services and contribution made.

The background of the Director proposed for reappointment is given under the Corporate Governance section of the Annual Report.

11. AUDITORS

The Company's Auditors, M/s. Shah & Co., Chartered Accountants, retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

FOR AND ON BEHALF OF THE BOARD

ATUL C CHOKSEY CHAIRMAN

Mumbai: 30th April 2011

 
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