Home  »  Company  »  Apis India Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Apis India Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting 32nd Director''s Report along with the Management Discussion and Analysis Report and the Statements of Audited Accounts for the Financial Year ended March 31, 2014.

1. CORPORATE OVERVIEW:

Apis India Limited is a leading honey processor in India and Master Franchisee of USA Pretzel chain Wetzel''s Pretzels and is currently having its corporate headquarter in Delhi with manufacturing plant in Roorkee, Uttrakhand.

Your company prepares it financial statements in compliance with Companies Act, 1956 and Accounting Standards, as applicable. The estimates and judgments relating to the financial statements are made on a prudent and reasonable basis, so as to reflect in a true and fair manner. The form and substance of transactions are reasonably present your company''s state of affairs, profits and cash flow for the year ended March 31, 2014.

2. FINANCE AND ACCOUNTS:

The financial statements of your company for the year ended March 31, 2014 have been prepared in accordance with revised schedule VI and accordingly, the previous year figures have been regrouped/recast wherever necessary.

3. FINANCIAL PERFORMANCE:

The financial highlights of the company for the year ended March 31, 2014 are given below:

(Amount in Rs. Lacs)

Particulars March 31, 2014 March 31, 2013

Net Sales/Income from Operations 10,203.66 7,700.96

Other Income 12.21 0.88

Less: Interest & Finance Charges 391.54 239.43

Less: Depreciation 57.80 49.68

Profit before Tax 990.68 666.39

Provision for Tax including the MAT Credit (Netted off) during the year 85.84 47.94

Profit after Tax 904.84 618.46

Add: Balance in Profit & Loss Account 711.30 109.12

Amount Available for Appropriation 1,616.14 727.58

Appropriations:

Dividend on Preference Shares 14.00 14.00

Tax on Dividend 2.38 2.27

Reserves excluding revaluation reserves (Closing Balance) 1,599.76 711.31

4. FINANCIAL REVIEW:

TURNOVER

There has been increase in revenue during the period under review. This year, it has been able to achieve the Net Sales of Rs. 9,878.51 lakhs compare to previous year Rs. 7,405.06 lakhs including revenues from food division. The other Operating Revenue has also been increased to Rs. 325.15 lakhs (previous year 295.90 lakhs). The overall growth comes at outstanding 32.50%.

The Other Income which comprises of Interest Income and other miscellaneous income has been increased to Rs. 12.21 lakhs as compared to the last year which was Rs. 0.88 lakhs.

The company''s export has been increased to Rs. 6,999.12 lakhs from Rs. 4,709.37 lakhs during the year under review achieving a growth of 49%.

PROFITABILITY AND EARNING PER SHARE

The Operating Profit (Earnings before interest, tax and depreciation) increased by 144% (approx.) to Rs. 1,440.03 lakhs as compared to Rs. 955.50 lakhs in the previous year.

During the year, company''s net profit after tax has been increased to Rs. 904.84 lakhs as compared to Rs. 618.46 lakhs in the previous year.

Earnings per share were Rs. 16.42 as compared to Rs. 11.22 in the previous year.

TRANSFER TO RESERVES

Your company proposes to transfer 904.84 lakhs to Reserve and Surplus account of the balance sheet. This increases the amount of closing balance of the Reserves and Surplus comes to Rs. 1,600.46 lakhs (previous year Rs. 712.01 lakhs) after paying the dividend on Preference Shares.

DIVIDEND

Considering the expansion plans of the company, the Board of Directors are unable to recommend any dividend for the financial year ending March 31, 2014 on the Equity Shares of the company.

However, the company has proposed dividend on 4% Preference Shares of the company @ 4% amounting to Rs. 4/- per share. The dividend pay-out amount on preference shares aggregating to Rs. 14.00 lakhs (previous year Rs. 14.00 lakhs). The dividend distribution tax on the recommended dividend amounts to Rs. 2.38 lakhs (previous year Rs. 2.27 lakhs).

5. OPERATIONS REVIEW:

The honey is collected from the beekeepers in the fields and after processing the same ends up in sophisticated export and domestic market where the norms are very stringent regarding honey being a food product.

6. EXPORTS

The continued thrust on export activities and quality of products manufactured by the company has resulted in an phenomenal increase in direct exports from Rs. 4,709.37 lakhs in previous year to Rs. 6,999.12 lakhs in current year showing an increase of about 49% (approx.).

7. FOOD DIVISION

The food division of the company is also achieving growth at a rapid pace. As on 31st March 2014, the company was running total four stores across India, one in Delhi, two at Bangalore and one at Pune and signed up for the territory franchisee for Delhi/NCR and one individual franchisee each in Hyderabad and Bangalore.

Store Position

Serial No. City Current No. of Stores

1. New Delhi and Gurgaon 1

2. Bangalore 2

3. Hyderabad NIL

4. Pune 1

Total 4

8. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis Report is presented in a separate section, which forms part of this Director''s Report.

9. EXPANSION/NEW PROJECT

A. NEW PROCESSING PLANT - ROORKEE

The company had decided to open one more plant at Khasra No. 72, Village Makhiyali, Dundi Pargana, Peerpura Road, Near Hyundai Showroom, Roorkee, Uttarakhand-247667 nearby to existing plant. Lease agreement for the plant being already entered in respect of land. The civil construction has already been started at the site.

Commercial production at the new unit is expected to be started in March 2015.

This will enhance the company''s strength and ability to handle the growing market demand which is on increasing pace every year.

10. SUBSIDIARY COMPANY:

The Company has no subsidiary as on date.

11. CREDIT RATING:

CRISIL Limited is one of the most experienced and leading credit rating agencies in the country today. The grading services offered by CRISIL employ pioneering concepts and methodologies.

CRISIL has assigned rating of CRISIL BB (Double B ) for Long term Bank Facilities and CRISIL A4 (A Four ) for short term Facilities during the previous financial year.

12. LISTING:

The Equity Shares of your company are listed with Bombay Stock Exchange (BSE) Limited.

13. PARTICULARS OF EMPLOYEES:

Pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, names and other particulars of employees are required to be attached to this report.

However as per Section 219(1)(b)(iv) of the Companies Act, 1956, the report and annual accounts of your company sent to the shareholders do not contain the said annexure. Any member desirous of obtaining a copy of said annexure may write to your Company Secretary at the registered office of the company.

14. INSURANCE:

All the properties of the company including plants & machinery, stocks, building, etc. are adequately insured and protected against various risk.

15. DEPOSITS

The company has not accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

16. DIRECTORS:

Mr. Karan Ahooja and Mrs. Sunita Chaddha, Directors, retire by rotation at the forthcoming Annual General Meeting on September 26, 2014 and being eligible, offer themselves for re-appointment. The brief resume of the directors are given in the notes appended with the Notice of Annual General Meeting.

Your Directors recommended to pass the resolutions related to the re-appointment of Mr. Karan Ahooja & Mrs. Sunita Chaddha as Directors of your company.

17. AUDITORS:

M/s Sudhir Agarwal & Associates, Chartered Accountants, New Delhi, holds office as a Statutory Auditor until the conclusion of forthcoming Annual General Meeting of the company and are eligible for re-appointment to audit the accounts of the company.

The company has received a requisite certificate, pursuant to Section 224 (1B) of the Companies Act, 1956 from M/s Sudhir Agarwal & Associates, Chartered Accountants, Statutory Auditor of the company regarding their eligibility for re-appointment as an Auditor of the company.

18. AUDITORS REMARKS:

The Auditor''s Report along with Notes on Financial Statements are self-explanatory and do not call for any further comments.

19. CORPORATE GOVERNANCE:

The company is committed to maintain the highest standards of corporate governance. Your company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. As a listed company, necessary measures are taken to comply with the Listing Agreement with the Stock Exchanges.

A separate section on corporate governance forming part of the Directors'' Report and the certificate confirming on corporate governance for the year ended March 31, 2014 from M/s Umesh Kumar & Associates, Company Secretaries, New Delhi is attached hereto and forms part of this Annual Report as Annexure ''B''.

20. COST AUDITORS

Pursuant to the Ministry of Corporate Affairs Order vide F. No. 52/26/CAB-2010 dated January 24 2012 and as per provision of Section 233B of the Companies Act, 1956, your company requires to get the cost records audited relating to the honey division from the financial year commencing April 1, 2013. The Central Government approved the appointment of M/s D A & ASSOCIATES, Cost Accountants, New Delhi, as a Cost Auditors of the company to audit the cost accounts maintained by the company for the Financial Year 2013 - 2014.

21. CODE OF CONDUCT

The code of conduct laid down by the Board is in operation in the company. All Board members and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the corporate governance report.

22. FIXED DEPOSITS

Your company has not raised any public deposits during the period under review within the meaning of Section 58A of the Companies Act, 1956. There was no public deposit outstanding as at the beginning or at the end of the period.

23. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the Financial Year ending March 31st 2014, the Board of Directors report that:-

a) In the preparation of the annual accounts for the period ended March 31, 2014, the applicable accounting standards have been followed;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of Affairs of the company at the end of the financial year March 31, 2014 and of the profit of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding of the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the period ended on March 31, 2014 on a going concern basis.

24. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 are given as an Annexure to this Report.

25. FOREIGN EXCHANGE EARNING AND OUTGO

Details of expenditure and earning in foreign currencies are given as an annexure to this report.

26. ACKNOWLEDGEMENT & APPRECIATION:

Your company wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, solidarity, and support your company''s achievements would not have been possible.

Your Directors would like to thank all its shareholders, bankers and various other statutory authorities for the faith reposed and supporting in endeavor of the company.

Last but not the least, the Board is extremely thankful to all the domestic and overseas customers who have been a source of strength in our growth progress and we would like to express our gratitude to them.

For and on behalf of the Board of Directors

Place: New Delhi Vimal Anand Amit Anand Date: September 1, 2014 (Managing Director) (Jt. Managing Director)


Mar 31, 2010

The Directors have pleasure in presenting Directors Report along with the Management Discussion and Analysis Report and the Statements of Accounts for the year ended March 31, 2010.

COMPANYS PERFORMANCE

The Financial highlights of the Company for the year ended 31.03.2010 are given below: -

(Amount in Rs.) Particulars 31.03.2010 31.03.2009

Net Sales/Income from Operations 57,90,23,675 56,29,73,586

Other Income 10,75,024 4,05,540

Interest & Finance Charges 97,31,700 1,37,17,363

Depreciation 9,07,896 8,01,612

Profit before Tax 1,55,25,849 1,87,37,360

Provision for Tax 31,24,904 24,40,733

Profit after Tax 1,24,00,945 1,62,96,627

Amount to be Carried Forward to the Balance Sheet (61,01,156) (1,85,02,101)

Paid up Equity Share Capital (Face Value of Rs.10/- each) 24,90,000 24,90,000

Reserves excluding revaluation reserves NIL NIL

Basic and diluted EPS (in Rs not annualized) 49.80 65.45

Dividend

Considering the future expansion plans of the Company, the Board of Directors does not recommend any dividend for the financial year ending March 31, 2010 on the equity shareholders of the Company.

PERFORMANCE REVIEW

There has been increase in revenue during the period under review. This year it has been able to achieve the net sales of Rs. 5970.23 Lakhs compare to previous year Rs.5629.73 Lakhs and other income has increased to Rs.10.75 Lakhs as compare to last year Rs. 4.05 lakhs. This year the Net Profit (after tax) of the Company was decreased to Rs. 124.00 lakhs as against profit of the previous year of Rs. 162.96 Lakhs. The balance of loss to be carried forward to the balance sheet has declined to Rs. 61.01 lakhs as against Rs. 185.02 lakhs of the last year.

ALLOTMENT

During the year the Company has made an allotment of 3,16,085 Equity Shares of Rs. 10 each to persons belonging to the Promoter group and 7,37,533 Equity Shares of Rs. 10 each to persons belonging to the Non - Promoter group. This allotment was made pursuant to the shareholders resolution passed in the Extra-ordinary General meeting dated May 19, 2010.

The resolution passed by the company with reference to the Preferential Allotment in its last Annual General Meeting held on September 29, 2009 and in its Extra-ordinary General meeting held on December 9, 2009 was not acted upon by the company due to technical reasons.

PARTICULARS OF EMPLOYEES

No information regarding particulars of Employees required to be reported under Section 217(2A) of the Companies Act, 1956 is provided since none of the Employees of the Company is drawing remuneration in excess of the limits prescribed therein.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Requisite information is given in the statements placed at Annexure "A".

INSURANCE

All the properties of the Company including Plants & Machinery, Stocks etc. have been adequately insured.

MATERIAL CHANGES AFTER BALANCE SHEET DATE

Redemption of 4% Preference Shares of the Company

During the year the rights attached to 3,66,433 4% Preference Shares of the Company were altered so as to make such shares Redeemable. Such shares were redeemed during the year.

Issue of Shares

The details regarding increase in share capital during and after the close of financial year are provided under the head of allotment above.

DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Mr. Shrinidhi Vats and Mr. Karan Ahooja, Directors, Retire by Rotation at the forthcoming Annual General Meeting on September 30, 2010 and being eligible, offer themselves for re-appointment.

AUDITORS

The Company has received a requisite certificate pursuant to Section 224(IB) of the Companies Act 1956 from M/s Arora Rajesh & Associate, Chartered Accountants, Statutory Auditors of the Company regarding their eligibility for re-appointment as Auditors, who retire at the Annual General Meeting on September 30, 2010 and are eligible for re-appointment.

BOARD REPLY TO AUDITORS REMARKS

The Auditors have put certain remarks to which the management has put forward the following below mentioned replies;

With reference to the remark mentioned clause 1(a) and (b) to the annexure to the auditor report the Board believes that the due to takeover of the Proprietorship firm by the Company the fixed assets records of the Company are in the phase of updation. Further for the remark mentioned in Clause 3 (a) & (b) the Board believes that the same was in the best interest of the Company and not prejudicial to the interest of the Company.

CORPORATE GOVERNANCE

A separate Section on Corporate Governance forming part of the Directors Report and the Certificate confirming on Corporate Governance for the year ended March 31, 2010 from AMJ & Associates, Company Secretaries, Delhi is attached hereto and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the Financial Year ending March 31st 2010, the Board of Directors report that: -

a) In the preparation of the annual accounts, the applicable accounting standards had been followed;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of Affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

We would like to thank all our Shareholders, Government, Bankers and various other Statutory Authorities for the faith reposed in us and in supporting us in our endeavor.

Last but not the least, the Board is extremely thankful to all the Customers who have been a source of strength in our growth progress and we would like to express our gratitude to them.

For Apis India Limited

Place : New Delhi Vimal Anand Amit Anand

Date : September 3, 2010 Managing Director Whole time Director

(DIN No. - 00951380) (DIN NO. - 00951321)


Mar 31, 2009

The Directors are pleased to present Directors Report along with the Management Discussion and Analysis Report and the Statements of Accounts for the year ended March 31, 2009.

COMPANYS PERFORMANCE

The Financial highlights of the Company are given below: -

(Amount in Rs.)

Particulars 31.03.2009 31.03.2008

Net Sales/Income from Operations 56,29,73,586 13,54,25,133

Other Income 4,05,540 3,85,885

Interest & Finance Charges 1,37,17,363 16,94,104

Depreciation 8,01,612 69,618

Profit before Tax 1,87,37,360 54,86,207

Provision for Tax 24,40,733 6,73,652

Profit after Tax 1,62,96,627 48,12,555

Paid up Equity Share Capital(Face Value of Rs.10/- each) 24,90,000 24,90,000

Reserves excluding revaluation reserves Nil Nil

Basic and diluted EPS (in Rs not annualized) 65.45 19.33

Dividend

Considering the future expansion plans of the Company, the Board of Directors does not recommend any dividend for the financial year ending March 31, 2009 on the equity shareholders of the Company. However, the Company has proposed dividend @ 4% on the 4% Preference Shares of the Company amounting to Rs. 4 per share.

PERFORMANCE REVIEW

There has been tremendous increase in revenue during the period under review. The Company became operational last year. This year it has been able to achieve the net sales of Rs. 5629.73 Lakhs compare to previous year Rs. 1354.25 Lakhs and other income has increased to Rs.4.05 Lakhs as compare to last year Rs.3.85 lakhs. The Company has been able to earn a Net Profit (after tax) of Rs. 162.96 lakhs as against profit of the. prevjo.us year for Rs. 48.12 Lakhs. The balance of loss to be carried forward to the balance sheet Has declined,to Rs. 185.02 lakhs as against 314.47 lakhs of the last year.

ALLOTMENT ;

During the year the Company has made an allotment of 350000 4% Preference Shares of Rs. 100 each to persons belonging to the promoter group. In the ensuing Annual General Meeting also the company proposes to raise capital through preferential issue of equity shares to promoters/non-promoters as per the details provided in the notice.

OPERATIONS REVIEW

The operations of the company start at the farm level and finish in USA or Europe, being the basic market of the product. The Honey is collected from the beekeepers in the fields and then the same Honey ends up in sophisticated export market where the norms are very strict being a food product.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Being into the business of rearing and hiving honey bees for the purpose of generation and export of honey the Company basically carries on the business of apiculture and falls in the agricultural industry. The companies operated in an unexplored apiculture market and focused for bright growth opportunities in future.

Business prospects

Besides, the Company is continuously focusing at identifying further avenues for the growth and development of the business of the Company and taking steps for expending its business at identified business locations.

OUTLOOK

The Company is looking forward to explore the honey market as a whole and even aims at business expansion and exploration of unhidden areas of work by infusing funds through Preferential Allotment.

The Company is making extreme efforts to achieve revocation of suspension of trade on the equity shares of the Company and has filed an application with the Bombay Stock Exchange in that respect. The Company aims at creation of better worth of money for its stake holders.

STRENGTH

Core competency in the unexplored market segment and huge growth prospects in honey and honey related products marks the strength of the Companys product.

RISK AND CONCERNS

Due to the extreme and unexpected weather now days, somewhere of draught and sometimes floods, the production of Honey might get affected. Similarly due to global recession, the demand of Honey might also drop in export markets.

The suspension of the trading activity of the companys shares with the Bombay Stock Exchange has left the Companys shareholders without any platform to trade. This marks one concern for the equity shareholders of the Company. The Company is making best possible efforts to get revocation on the suspension of trade on the companys shares in order to provide the shareholders the trading platform a^alnV f> if

SUBSIDIARY COMPANY :-

The Company has no subsidiary as on date.

INTERNAL CONTROL

The company has adequate Internal Control Systems, which provide, interalia, reasonable assurances of recording the transactions of its operations in all material respects and providing protection against misuse or loss of Company Assets.

RECOGNITION/AWARD

The company has taken over one of the proprietary unit M/S Apis India Natural Products w.e.f 21.02.08 M/S Apis India Natural Products was the unit dealing in Honey in domestic & export market & the unit has been awarded Bronze Trophy for Export excellence in recent three years (Annual Export Awards for FY 2003-04, 2004-05 & 2006-07) by APEDA, Ministry of Commerce, Government of India for the excellence in the export of Honey from India.

LISTING

The Equity Shares of your Company are listed with Bombay Stock Exchange Limited, however due to non fulfillment of certain listing compliances the shares of the Company have been suspended for trading therein.

INDUSTRIAL RELATIONS AND HUMAN RESOURCE MANAGEMENT

The Company is keenly concerned about the interest of its human resources in the organization and looks after their concerns in the best possible manner.

As on March 31, 2009, in all there were 47 employees on the rolls of the Company. Of these, 11 were at the Executive level and the remaining 36 in non-executive level. Apart from them, the workers have been appointed through Contractors.

Industrial relations situation in various units of the Company continued to be cordial and peaceful.

RISK MANAGEMENT

Your Company has laid down procedures to inform the Board members about the risk assessment and risk minimization procedures. Your Company promotes strong ethical values and high level of integrity in all its activities, which in itself is significant risk mitigation.

Upcoming Opportunity

The Company has recently tied up with M/s Panda -Savola Retails Division because largest supermarket in Saudi Arabia.

Threats

Due to high inflammation the cost of Packing Material has gone up tremendously. But your Company is continuously negotiating with the existing,buyers to get the requisite price hike. Other than that a Volatile dollar is always a threat for the business but we are trying to take position to secure ourselves.

SEGMENT WISE PERFORMANCE

The Company is engaged in the production and distribution of honey and honey related products, hence there is not business segmentation in the company.

The only and primary segmentation of the Company is made on the basis of the geographical location of its customers the details of which are provided in the chart given below.-

S. No Particulars Year Ended 31st March 2009 Rs. In Lakhs

1 Segment Revenue

a. Segment - Sale (Export) 2925.94

b. Segment - Sale (Indigenous) 2707.88

Total Net Sales from operation 5633.82

2 Segment Results (Profit (+) / Loss (-) before Tax)

a. Segment - Sale (Export) Profit Before Expenses 731.08

Less: Allocable Expenses 373.17

Profit After Allocable Expenses 357.91

b. Segment - Sale (Indigenous) Profit Before Expenses 114.23

Less: Allocable Expenses 12.29

Profit After Allocable Expenses 101.94

Profit Before Unallocable Expenses (a + b) 459.85

Less: Unallocable Expenses 272.48

Profit before Tax 187.37

PARTICULARS OF EMPLOYEES

No information regarding particulars of Employees required to be reported under Section 217(2A) of the Companies Act, 1956 is provided since none of the Employees of the Company is drawing remuneration in excess of the limits prescribed therein.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Requisite information is given in the statements placed at Annexure "A".

INSURANCE

All the properties of the Company including Plants fit Machinery, Stocks etc. have been adequately insured, ^y a

MATERIAL CHANGES AFTER BALANCE SHEET DATE

Issue of/Shares

The Company has not issued any share capital during the year. However, the Company has during the period, on August 10/2009 held the General Meeting of the 4% Preference Share holders of the Company in which the Company has provided the Preference Shareholders with the option to vary the rights of conversation attached to the preference shares held in the Company. Ms. Prem Anand, holder of 366433 Preference Shares of Rs. 100/- each has exercised the option while the other two Preference Shareholders have not exercised the option.

Hence, the Company during the ensuing Annual General Meeting proposes the approval of Preferential Allotment to Non-promoter and to the Promoters for conversion of Preference Shares held by Ms. Prem Anand by the equity shareholders of the Company.

For the purpose the Authorized share capital is proposed to be reclassified and increased and subsequent to the approval of Preferential allotment by equity shareholders the paid up equity share capital.of the Company will reach upto Rs.54,837,580.

DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Shri. Sushil Gupta and Shri Bhram Dewan, Directors, Retire by Rotation at the forthcoming Annual General Meeting on September 29, 2009 and being eligible, offer themselves for re-appointment.

During the year Mr. Karan Ahooja has been appointed as the additional Directors of the Company who hold the office till the ensuing Annual General Meeting of the company. Notice under Section 257 of the Companies Act, 1956 has been received from the members of the Company proposing their appointment as the Director of the Company.

Further Mr. Salil Dhody, Mr. Gajender Dhody and Mr. Deepak Chaudhary, Directors have resigned from the Directorship of the Company till the date of signing this Directors Report.

AUDITORS

The Company has received a requisite certificate pursuant to Section 224(IB) of the Companies Act 1956 from M/s Arora Rajesh & Associate, Chartered Accountants, Statutory Auditors of the Company regarding their eligibility for re-appointment as Auditors, who retire at the Annual General Meeting on September 29, 2009 and are eligible for re-appointment.

BOARD REPLY TO AUDITORS REMARKS

The Auditors have put certain remarks to which the management has put forward the following below mentioned replies;

With reference to the remark mentioned clause 1 (a)and (b) to the annexure to the auditor report the auditor report the Board believes that the due to takeover of the Proprietorship firm by the Company the fixed assets records of the Company are in the phase of updation. Further for the remark mentioned in Clause 3 (a) & (p)"the Board believes that the same was in the best interest of the Company and not prejudicial to the interest of the Company.

CORPORATE GOVERNANCE

A separate Section on Corporate Governance forming part of the Directors Report and the Certificate confirming on Corporate Governance for the year ended March 31, 2009 from AMJ & Associates, Company Secretaries, Delhi is attached hereto and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the

Financial Year ending March 31st 2009, the Board of Directors report that: -

a) In the preparation of the annual accounts, the applicable accounting standards had been followed;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to-give a true and fair view of the state of Affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis.

CAUTIONARY STATEMENT

Statement in this report describing the Companys objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable laws and regulations. Although we believe our expectations are based on reasonable assumptions, these forward-looking statements may be influenced by numerous risks and uncertainties that could cause actual outcomes and results to be materially different from those expressed or implied.

ACKNOWLEDGEMENT

We would like to thank all our Shareholders, Government, Bankers and various other Statutory Authorities for the faith reposed in us and in supporting us in our endeavor.

Last but not the least, the Board is extremely thankful to all the Customers who have been a source of strength in our growth progress and we would like to express our gratitude to them.

For Apis India Limited

Place: New Delhi Vimal Anand Amit Anand

Date : 29.08.2009 Managing Director Whole time Director

Find IFSC