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