Directors Report of Apcotex Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting to you the Thirty
Ninth (39^th) Annual Report of the Company and the Audited
Financial Statements for the year ended 31^st March 2025.

A. COMPANY PERFORMANCE:

FINANCIAL HIGHLIGHTS

(? in Lakhs)

Particulars	31st March 2025	31st March 2024	Growth %
Income from operations
(a) Revenue from operations	1,39,235.60	1,12,455.01
(b) Other income	1,038.25	772.04
Total income from operations	1,40,273.85	1,13,227.05
Gross Profit Before Depreciation, Finance cost & Tax	13,514.67	12,166.82	11.08
(a) Finance costs	1,732.38	1,561.42
(b) Depreciation & amortization expense	4,157.71	3,153.61
Profit before tax	7,624.58	7,451.79	2.32
Tax expenses	2,218.12	2,063.92
Profit after Tax	5,406.46	5,387.87	0.35
Other Comprehensive Income for the year	589.68	2,036.59
Total Comprehensive Income for the year	5,996.14	7,424.46
Earnings per Share (EPS)
(a) Basic	10.43	10.39
(b) Diluted	10.43	10.39

INTERIM DIVIDEND

Pursuant to the approval of the Board of Directors on 28^th
January 2025, the Company paid an interim dividend @
of '' 2.00/- (previous year - '' 2.00/-) per equity share of
the face value of '' 2.00/- each to the Shareholders who
were members of the Company as on 3^rd February 2025,
being the record date fixed for this purpose.

Interim Dividend absorbed a sum of '' 1,036.90 lakhs out
of the net profits after tax for the financial year 2024-25.

FINAL DIVIDEND

Based on Company''s performance, your Directors are
pleased to recommend for approval of members, a final
dividend @ of '' 4.50/- (previous year - '' 3.50/-) per equity
share of the face value of '' 2.00/- each for the financial
year 2024-25. Dividend, if approved, will absorb a sum
of '' 2,333.02 Lakhs out of net profit after tax and will be
paid to those Shareholders whose name appears on the
Register of Members on 13^th day of June 2025.

The total dividend is '' 6.50 (325%) [Previous Year - ''
5.50 (275%)] for the financial year 2024-25, including the
Interim dividend @ '' 2.00/- per Equity Share (100%) and
Proposed Final Dividend @ '' 4.50/- per share (225%)
per equity share of the face value of '' 2.00/- each. Total
dividend payout for the financial year 2024-25 amounts

to '' 3,369.92 Lakhs (Previous Year - '' 2,851.47 Lakhs).

According to the Finance Act, 2020, dividend income
will be taxable in the hands of the Members w.e.f. April
01, 2020 and the Company is required to deduct tax
at source from the dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961.

The Dividend Distribution policy of the Company may be
accessed at the following weblink:
https://apcotex.com/investor-corporate-policy

TRANSFER TO RESERVE

There is no amount proposed to be transfered to reserves
out of profit of the financial year 2024-25.

B. RENEWABLE ENERGY:

An income of '' 85.59 Lakhs (net) has been generated
from renewable energy through wind turbine generator
installed at Sadawaghapur, Taluka - Patan, District
Satara and solar project at Taloja Plant during the
financial year 2024-25 [Previous year - '' 84.82 Lakhs
(net)] which was netted off against the power cost.

C. DISCLOSURES UNDER COMPANIES ACT, 2013:

I. ENERGY, TECHNOLOGY & FOREIGN
EXCHANGE

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

II. ANNUAL RETURN

The Annual Return has been placed on the website
of the Company and can be accessed at https://
apcotex.com/investor-annual-report. In terms of
Rules 11 and 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return
shall be filed with the Registrar of Companies within
the prescribed timelines.

III. CHANGES IN THE SHARE CAPITAL

There is no change in the share capital of the
Company during the financial year under review.

IV. FINANCIAL LIQUIDITY

The Company has Investments of '' 10,599.64
Lakhs (previous year '' 11,111.47 Lakhs) as at 31^st
March 2025.

The working capital management of the Company
is robust and involves a well-organized process
which facilitates continuous monitoring and control
over receivables, inventories and other parameters
affecting cash flow and liquidity.

V. NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and
decide on business policies and strategy apart from
regular Board business. During the financial year
under review, the Board of Directors met 7 times.
The intervening gap between the meetings was
within the period prescribed under the Companies
Act, 2013 and SEBI Listing Regulations.

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

VI. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. Udayan
Choksi who is the Chairman of the Committee, Mr.
Abhiraj Choksey, Vice-Chairman and Managing
Director, Ms. Priti Savla and Mr. Dinanath Kholkar
(w.e.f 7^th May 2025), Non-Executive Independent
Directors, as the Members. Further details on the
committee and changes in its composition are given
in the Corporate Governance Report.

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

VII. BOARD INDEPENDENCE

The definition of Independence of Directors is derived
from Regulation 16 of SEBI (LODR) Regulations,
2015 and Section 149 (6) of the Companies Act,
2013. Based on the confirmations/ disclosures
received from the Independent Directors and on
the basis of the evaluation of the relationships
disclosed, the following Non-Executive Directors
are Independent in terms of Regulation 16 of SEBI
(LODR) Regulations, 2015 and Section 149(6) of
the Companies Act, 2013;

1. Mr. Udayan Choksi

2. Dr. Achala Danait

3. Ms. Priti Savla

4. Mr. Dinanath Kholkar

5. Mr. Rajendra Mariwala

I n compliance with Schedule IV of the Companies
Act, 2013 and Rules thereunder, and SEBI (LODR)
Regulations, 2015, the Independent Directors met
on 27^th March 2025 to discuss issues as prescribed
under the said Act and Regulations.

The Board is of the opinion that the Independent
Directors of the Company have fulfilled the
conditions as specified in SEBI Listing Regulations,
are independent of the management, possess
requisite qualifications, experience, proficiency and
expertise in the fields of finance, technical, research
strategy, auditing, tax and risk advisory services,
banking, financial services, investments and they
hold highest standards of integrity.

VIII. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013
and Regulation 19 read with Schedule II of SEBI
(LODR), Regulations, 2015, the Board of Directors
has carried out the annual performance evaluation
of its own performance, the Directors individually
including the Chairman as well as the evaluation
of Committees. A structured questionnaire was
prepared covering various aspects of the 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.

The results of evaluation of the Board and its
Committees were shared with the Board and
its respective Committees. The Chairperson of
the Board had discussions with members of the
Board to discuss performance feedback based on
self-appraisal and peer review. The Chairperson
of Nomination and Remuneration Committee
discussed the performance review with the
Chairperson of the Board.

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

The performance evaluation of the Independent
Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the
Non-Executive Directors was carried out by the
Independent Directors. The Directors expressed
their satisfaction with the evaluation process.

IX. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the
Company is uploaded on the Company''s website at
the following web link: https://apcotex.com/investor-
corporate-policy

The Company''s Policy on Director''s appointment
and remuneration has been briefly discussed in
the Corporate Governance Report. Disclosure
pertaining to remuneration and other details as
required under Section 197 (12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is enclosed as Annexure II
to this Report.

X. STATUTORY AUDITOR AND AUDITORS REPORT

Based on the recommendation of the Audit
Committee and the Board of Directors, Members of
the Company at the 37^th Annual General Meeting held
on 19^th June 2023, appointed M/s. Manubhai & Shah
LLP, Chartered Accountants (ICAI Firm Registration
No. 106041W/W100136) as the Statutory Auditors
for a term of 5 (five) years commencing from the
conclusion of the 37^th Annual General Meeting until
the conclusion of the General Meeting to be held in
the year 2028.

There are no qualifications, reservations or adverse
remarks or disclaimers made by M/s. Manubhai
& Shah LLP, Chartered Accountants, Statutory
Auditors, in their report.

During the year, the Statutory Auditors have not
reported any incident of fraud to the Audit Committee
of the Company.

XI. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, your Directors had appointed
M/s. D.S. Momaya & Co. LLP, to undertake the
Secretarial Audit of your Company for the year
ended 31^st March 2025.

The Secretarial Auditors have issued audit report
for the year ended 31^st March 2025. The comments
made by the Secretarial Auditors are self¬
explanatory. Their report is annexed herewith as
Annexure V to this Report.

Further, as per the amended Regulation 24A of SEBI
(LODR), Regulations, 2015, the Company is required
to appoint a Secretarial Auditor who shall be a Peer
Reviewed Company Secretary. Accordingly, your
Board recommends the appointment of M/s. D. S.
Momaya & Co. LLP, Company Secretaries (LLPIN:
L2022MH012300) as the Secretarial Auditors of the
Company for a term of Five (5) consecutive years
from F.Y. 2025-26 to F.Y. 2029-30 at a remuneration
as may be approved by the Board of Directors from
time to time in consultation with the Secretarial
Auditor of the Company.

XII. COST RECORDS AND COST AUDITORS

M/s. VJ Talati & Co, Cost Accountants, carried out
the cost audit for the Company for the year under
review. They have been re-appointed as cost
auditors for the financial year ending 31 ^st March
2026.

A remuneration of '' 65,000/- (Rupees Sixty-Five
Thousand only) plus applicable taxes and out
of pocket expenses has been fixed for the Cost
Auditors subject to the ratification of such fees by
the shareholders at ensuing AGM of the Company.
The Company has maintained cost records as
specified under sub-section (1) of section 148 of the

Companies Act, 2013 and the same shall be audited
by the cost auditor i.e. M/s. VJ Talati & Co, Cost
Accountants, for the financial year 2025-26.

XIII. RELATED PARTY TRANSACTIONS

All the related party transactions during the year are
entered on arm''s length basis and are in compliance
with the applicable provisions of the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015.
There are no materially significant related party
transactions entered into by the Company with
Promoters, Directors or KMP etc., which may have
potential conflict with the interest of the Company at
large.

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

The particulars of Contracts or arrangements with
related parties referred to in Section 188(1) of the
Companies Act, 2013, read with Rule 15 of The
Companies (Meetings of Board and its Powers)
Rules 2014 is appended to this report in prescribed
Form AOC 2 as Annexure III.

The Related Party Transaction Policy of the
Company is uploaded on the Company''s website at
the following web link: https://apcotex.com/investor-
corporate-policv

XIV. MATERIAL CHANGES AND COMMITMENTS
ond 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.

XV. VIGIL MECHANISM

The Company has established a vigil mechanism
for Directors and Employees to report their genuine
concerns in compliance with provision of section 177
(10) of the Companies Act, 2013 and Regulation 22
of SEBI (LODR) Regulations, 2015.

The Audit Committee of the Board oversees the
functioning of this policy. Protected disclosures
can be made by a whistle blower through several
channels to report actual or suspected frauds and
violation of Company''s Code of Conduct and/or
Ethics Policy.

The Vigil Mechanism / Whistle Blower Policy of the
Company is uploaded on the Company''s website at
the following web link: https://apcotex.com/investor-
corporate-policv

XVI. CORPORATE GOVERNANCE

The Company has always strived to adopt appropriate
standards for good Corporate Governance. Detailed
report on Corporate Governance forms a part of this
report. A certificate from M/s. D. S. Momaya & Co.
LLP, Company Secretaries regarding compliance of
conditions of Corporate Governance as stipulated
under Regulation 34 read with Schedule V of SEBI
(LODR) Regulations, 2015 is annexed to the said
Report.

XVII. PARTICULARS OF LOANS AND INVESTMENTS
MADE AND GUARANTEES GIVEN AND
SECURITIES PROVIDED

Pursuant to Section 186 of the Companies Act, 2013
and Schedule V to the SEBI Listing Regulations,
disclosure on particulars relating to Loans,
Guarantees and Investments are provided as a part
of the financial statements in Note No. 5 and 10.

XVIII. RISK MANAGEMENT POLICY

The Company has a Risk Management Policy and
has constituted a Risk Management Committee
as required under Listing Regulations. The Risk
Management Policy articulates the Company''s
approach to address uncertainties in its endeavor
to achieve its stated explicit and implicit objectives.
It prescribes the roles and responsibilities of various
stakeholders within the Company, the structure
for managing risks and the framework for risk
management. The risk identification, assessment
and mitigation process actively involves people at
all levels in the management.

All risk identification, assessment and mitigation
exercise are carried out before the annual planning
exercise and the specific risk mitigation tasks along
with resources are made part of the annual budgets
and functional objectives for the coming year(s).
These are reviewed periodically by the respective
functions and necessary course corrections are
made if necessary.

The Risk Management Policy of the Company is
uploaded on the Company''s website at the following
web link: https://apcotex.com/investor-corporate-
policy

D. CORPORATE SOCIAL RESPONSIBILITY:

The Company has a Corporate Social Responsibility
(CSR) Committee constituted in compliance with Section
135 of the Companies Act, 2013. The CSR policy of
the Company is uploaded on the Company''s website
at the following web link: https://apcotex.com/investor-
corporate-policy

CSR activities of the Company are carried out directly and
through Non-Government Organizations (NGOs), who
have track record of minimum of 3 years in carrying out
the CSR activities and they also comply with other criteria
as prescribed under Section 135 of the Companies Act,
2013 read with Schedule VII and Companies (Corporate
Social Responsibility Policy) Rules, as amended from
time to time.

The Company has undertaken projects in the areas of
Healthcare and Education, around the area surrounding
the factories and corporate office which are as per
Schedule VII of the Companies Act, 2013, brief details of
which are as under:

During the year under review, the Company was required
to spend '' 256.00 Lakhs, being 2% of the average net
profit of the previous three financial years, against which
Company had spent '' 257.36 Lakhs during the financial
year 2024-25.

Further, an amount of '' 22.22 Lakhs which was on
account of the unutilised CSR Project Expenditure of
Ongoing CSR Projects for Financial Year 2023-24, was
utilised during the year under review.

The Company has carried out the various CSR activities
through NGO Partners, some of the details are mentioned
herein:

Uthaan/ EdelGive Foundation

The Company continued working with an NGO called
Uthaan along with the Edelgive Foundation for the purpose
of empowering women in six villages near our Valia plant
in the Bharuch District of Gujarat by improving their right to
access safe and sufficient drinking water, to free areas from
open defecation, and to good hygiene through gender-neutral
community practices.

During the year under review, a total of 123 community
engagement activities were conducted, including meetings
at the Faliya/Hamlet level with WASH Committees and
household visits. Through the use of accessible tools such as
posters, pamphlets, discussions, and participatory exercises,
the meetings opened up a space where even those less
familiar with formal platforms could engage meaningfully.

The Company has supported formation of new Water,
Sanitation and Hygiene (WASH) committees in the targeted
areas. During the year, 170 toilets (new and renovated)
were completed, 209 soak pits (including those pending
from last year), were constructed across Ghoda, Siludi and
Dodwada villages and 18 WASH awareness programs were
conducted with 525 children (396 girls and 129 boys). Two
post-construction trainings were conducted for 65 WASH
Committee members across six villages in Valia.

In the reporting period, 11 meetings were convened with the
Apcotex team. These sessions primarily centred on reviewing
ongoing activities, celebrating achievements, and strategizing
for upcoming initiatives. The total contribution for the financial
year to Uthaan was '' 85.59 Lakhs.

The Company has been working with Seva Sadan Society, Mumbai from past 2 years to fully fund the operating expenses of the
Secondary English Medium School (Standards 5 to 9) and partly fund the operating expenses of the Primary English Medium
School (Standards 1 to 4). During the year, the Company has contributed total funds to the tune of '' 49 Lakhs.

Seva Sadan Society''s English Medium School had supported 93 students in Secondary Section and 106 in Primary Section.
Further, the School collaborated with Umeed and through its Umeed Fellowship Program, which has been highly successful,
brought various positive changes in the behavior of students who previously faced challenges. Teachers gained valuable skills
in managing and supporting these students, while counselling sessions for parents encouraged a collaborative approach to their
development.

Besides the above, recreational activities on Inclusive Education were conducted during the year under review e.g - Founders''
Day, Sports Day Celebration, Republic Day Celebration, visit to a Science Exhibition, Environment Week, International Literacy
Day, etc.

Deepak Foundation

Your Company has been working with Deepak Foundation from past few years, for Skill Development for women and youths
in Facility Management & Services around the Taloja Plant area. During the year under review, the Company has contributed
'' 30.00 Lakhs.

The project aimed to empower more than 125 individuals, aged 18 to 50, by providing and enhancing their job prospects through
quality skill training, in collaboration with the Healthcare and Domestic Sector Skill Councils.

It provided with classroom training and practical sessions practical sessions on various topics like training on cooking,
housekeeping, dish presentation, bed making, fire safety, soft skills sessions, yoga activity, mock interviews, counselling
sessions, etc. It also conducts examination and provides certificates to the successful candidates.

Your Company contributed to the ''ADOPT A HOME & LIVELIHOOD & AFTERCARE SUPPORT'' program through the NGO

Catalysts for Social Action, which currently supports 67 children and 48 Care Leavers (CL) who are in Skill Training. Out of these,
26 CLs are pursuing courses and 22 CLs have successfully completed their course. Out of the 22 CLs who completed courses,
14 CLs are placed in jobs, 1 CL is undergoing an internship, and 7 CLs are in the placement process.

During the year under review, your Company contributed '' 24 Lakhs which was utilised by CSA towards its various activities
programs which can be classified into three broad categories of Health & Basic Necessities, Learning & Wellness Support and
Aftercare activities. Besides the above, various recreational activities were conducted during the year e.g. Meet My Doctor
session, Digital Literacy Program, Self Defense training, Non-Fire cooking session, etc.

A "Meet My Doctor" session was conducted in
both CCIs during the health camp.

A digital literacy program conducted in SWL to
provide basic computer literacy to middle school
children.

The details as required under Section 135 of the Companies Act, 2013 are provided in CSR Report which is annexed
herewith as Annexure IV. For the year 2024-25, the Chief Financial Officer of the Company has certified that the funds of
CSR have been utilized for the purposes and in the manner as approved by the Board of Directors of the Company.

E. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company conducts the Familiarization program when new Director(s) is/ are appointed during the year. The Program
aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to
familiarize them with the process, business, and functionaries of the Company and to assist them in performing their role
as Independent Directors of the Company.

Periodic presentations are made at the Board and the Committee meetings, on business and performance updates of the
Company, global business environment, business strategy and risks involved.

The familiarisation programme along with details of the same imparted to the Independent Non-Executive Directors during
the year are available on the website of the Company at https://apcotex.com/investor-corporate-policy

F. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

I n accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the
Company has, inter-alia, adopted a Code of Conduct for Prohibition of Insider Trading (Code) duly approved by the Board
of Directors of the Company. The Company Secretary is the Compliance Officer for the purpose of this Code.

It lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the
Company. The policy has been formulated to regulate, monitor, and ensure reporting of deals by designated person/
employees and maintain the highest ethical standards of dealing in Company securities.

G. INTERNAL FINANCIAL CONTROLS:

Your Company maintains an adequate and effective
internal control system commensurate with its size and
complexity. The Company has adopted policies and
procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company''s
policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely
preparation of reliable financial disclosures. These are
reviewed periodically and made part of work instructions
or process in the Company.

The Company periodically conducts physical verification
of inventory, fixed assets and cash on hand and matches
them with the books of accounts. Explanations are sought
for any variance noticed from the respective functional
heads.

H. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm:

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

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

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

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

V. That they, have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and were
operating effectively; and

VI. That they have devised proper system to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

I. DISCLOSURE IN TERMS OF THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)

ACT, 2013:

All women who are associated with the Company either
as permanent employees or temporary employees or
contractual persons including service providers at the
Company sites are covered under the above policy.

The Company has constituted Internal Complaints
Committee to ensure a harassment free working
environment, to redress the complaints and to prevent
sexual harassments, if any. No complaints relating to
sexual harassment were received during the year.

J. FIXED DEPOSITS MATURED BUT NOT CLAIMED:

Company has no Fixed Deposits at the end of the
financial year. The Central Bureau of Investigation (CBI)
has instructed the Company, not to repay the proceeds
of four fixed deposits amounting to '' 0.48 Lakhs and
accrued interest of '' 0.22 Lakhs thereon. These deposits
matured during the first week of December 2002 and
continue to remain with the Company.

K. INSURANCE:

All insurable assets of the Company including
inventories, buildings, plant and machinery etc., as well
as the liability under legislative enactments, are insured
on reinstatement basis after due valuation of assets by
an external agency. The Company also holds a Loss of
Profit Policy for the financial year 2024-25.

L. PERSONNEL:

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

The information required pursuant to Section 197 of
the Companies Act, 2013 read with Rule 5(2) & (3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014, in respect of

fond employees of your Company is available for inspection
by the member. Please refer to note no. 17 of the Notice
of AGM for inspection of the same.

M. DIRECTORS & KEY MANAGERIAL PERSONNEL:
Appointment

During the year under review, the Board of Directors
had, based on the recommendations of Nomination and
Remuneration Committee, at its meeting held on 28^th
January 2025, appointed Mr. Rajendra Mariwala (DIN:
00007246) as an Additional Non-Executive Independent
Director of the Company, not liable to retire by rotation,
for a tenure of five(5) years from 1^st February 2025 to 31^st
January 2030, subject to approval of Members. Later,
the said appointment was approved by the shareholders
through special resolution passed by postal ballot on 11^th
March 2025.

Retirement by Rotation

I n accordance with the provisions of Section 152(6) of
the Companies Act, 2013 and Articles of Association of
the Company, Mr. Atul Choksey (DIN: 00002102) will
retire by rotation at the ensuing AGM of the Company
and being eligible, offers himself for re-appointment. The
Board recommended his re-appointment at its meeting
held on 7^th May 2025.

Brief details about his nature of expertise in specific
functional areas, disclosure of relationships between
directors inter-se, details of directorship held in other
companies, membership of committees of the Board,
shareholding in the Company held by the directors
proposed to be appointed/ re-appointed at the 39^th AGM,
is provided in the Notice of the AGM.

N. AUDITORS:

Statutory Auditors

M/s. Manubhai & Shah LLP, Chartered Accountants (Firm
Registration No 106041W/W100136) were appointed as
Statutory Auditors of the Company for a period of five
(5) consecutive years from the 37^th AGM of the Company
held on 19^th June 2023 to hold office from the conclusion
of the said Meeting till the conclusion of the 42^nd AGM to
be held in the year 2028.

Cost Auditors

M/s. V J Talati & Co., Cost Accountants have been
appointed as Cost Auditors of the Company for the
financial year 2025-26 under Section 148 of the
Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules 2014. M/s. V J
Talati & Co. have confirmed that they are free from any
disqualifications as specified under the Companies Act,
2013.

The remuneration payable to the Cost Auditors is required
to be placed before the Members in a general meeting
for their ratification. Accordingly, resolution seeking
Members'' ratification for the remuneration payable to
M/s. V J Talati & Co., Cost Auditors is included at item
No.8 of the Notice convening the AGM.

Secretarial Auditor

M/s. D.S. Momaya & Co. LLP, Company Secretaries,
have been appointed to conduct the Secretarial Audit of
the Company for the financial year 2024-25, pursuant to
the provisions of Section 204 of the Companies Act, 2013
and the SEBI (LODR) Regulations, 2015 as amended.
The Report of the Secretarial Auditor is appended to this
Report as Annexure V.

O. MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified under
Section 148 of the Companies Act, 2013 is applicable
to the Company and accordingly all the cost records are
made and maintained by the Company and audited by
the cost auditors.

P. CEO & CFO CERTIFICATION:

Certificate from Vice-Chairman and Managing Director
and Chief Financial Officer of the Company, pursuant to
the Regulation 17 of SEBI (LODR) Regulations, 2015, for
the financial year 2024-25 was placed before the Board
of Directors of the Company at its meeting held on 7^th
May 2025.

Q. SECRETARIAL STANDARDS:

The Company complies with all applicable Secretarial
Standards issued by The Institute of Company Secretaries
of India and approved by the Central Government under
Section 118(10) of the Companies Act, 2013 for the
financial year ended 31^st March 2025.

R. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

Detailed Business Responsibility and Sustainability
Report as required under Regulation 34 of SEBI (LODR)
Regulations, 2015 is uploaded on the Company''s website
at the following web link:
https://apcotex.com/investor-annual-report

S. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):

Pursuant to the applicable provisions of the Companies
Act, 2013 read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (the Rules),
as amended from time to time, all unpaid or unclaimed
dividends are required to be transferred by the Company
to the IEPF established by the Government of India, after
completion of seven year. Further, according to the Rules,
the shares on which dividend had remained unpaid or
unclaimed by the shareholders for seven consecutive
years or more are also transferred to the demat account
of the IEPF Authority.

Accordingly, the Company transferred the unclaimed
dividend of '' 15,99,080/- for the year 2016-17 during
August 2024. Considering 2016-17 as base year, the
Company has transferred 48571 Equity shares of '' 2/-
each held by 201 number of shareholders, on which
the dividend was unclaimed for 7 consecutive years, to
demat account of IEPF''s authority, in compliance with
IEPF Rules during the financial year 2024-25.

The Company had sent individual notices and also
advertised in the newspapers seeking action from the
Members who have not claimed their dividends for seven
consecutive years or more.

The Company will be transferring the final dividend and
corresponding shares for the financial year ended 2017¬
18 within statutory timelines. Members are requested to
ensure that they claim the dividends and shares referred
to above, before they are transferred to the said Fund.
The due dates for transfer of unclaimed dividend to IEPF
are provided in the report on Corporate Governance.

The Company has uploaded full details of such
shareholders and shares due for transfer to IEPF
Authority on its website at www.apcotex.com.
Shareholders are requested to refer to the web-link
https://apcotex.com/investor-transfer-to-iepf to verify the
details of unclaimed dividends and the shares liable to be
transferred to IEPF Authority.

Shareholders/claimants whose shares or unclaimed
dividend, have been transferred to the IEPF demat
Account or the Fund, as the case may be, may claim
the shares or apply for refund by approaching the
Company for issue of Entitlement Letter along with all the
required documents before making an application to
the IEPF Authority in Form IEPF - 5 (available on
https://www.mca.gov.in along with requisite fee as
decided by the IEPF Authority from time to time.

T. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE COURT:

During the year no significant or material orders were
passed by the Regulators or Courts or Tribunals, which
impacts the going concern status and Company''s
operations.

U. ACKNOWLEDGEMENT:

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

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

The accompanying Annexures I to V are an integral part
of this Directors'' Report.

FOR AND ON BEHALF OF THE BOARD

ATUL C CHOKSEY
CHAIRMAN
DIN: 00002102

Date: 7^th May 2025
Place: Mumbai

---

Mar 31, 2024

The Directors have pleasure in presenting to you the Thirty Eighth (38^th) Annual Report of the Company and the Audited Financial Statements for the year ended 31^st March 2024.

A. COMPANY PERFORMANCE

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
Particulars	31st March 2024	31st March 2023	Growth %
Income from operations
(a) Revenue from operations	1,12,455.01	1,07,992.88
(b) Other income	772.04	728.97
Total income from operations	1,13,227.05	1,08,721.84
Gross Profit Before Depreciation, Finance cost & Tax	12,166.82	16,580.62	4.14
(a) Finance costs	1,561.42	505.82
(b) Depreciation & amortization expense	3,153.61	1,523.33
Profit before tax	7,451.79	14,551.47	(48.79)
Tax expenses	2,063.92	3,757.59
Profit after Tax	5,387.87	10,793.88	(50.08)
Other Comprehensive Income for the year	2,036.59	(216.67)
Total Comprehensive Income for the year	7,424.46	10,577.21
Earnings per Share (EPS)
(a) Basic	10.39	20.82
(b) Diluted	10.39	20.82

INTERIM DIVIDEND

Pursuant to the approval of the Board of Directors on 23^rd January 2024, the Company paid an interim dividend @ of '' 2.00/- (previous year - '' 2.00/-) per equity share of the face value of '' 2.00/- each to the Shareholders who were members of the Company as on 5^th February 2024, being the record date fixed for this purpose.

Interim Dividend absorbed a sum of '' 1,036.90 lakhs out of the net profits after tax for the financial year 2023-24.

FINAL DIVIDEND

Based on Company''s performance, your Directors are pleased to recommend for approval of members, a final dividend @ of '' 3.50/- (previous year - '' 3.50/-) per equity share of the face value of '' 2.00/- each for the financial year 2023-24. Dividend, if approved, will absorb a sum of '' 1,814.57 Lakhs out of net profit after tax and will be paid to those Shareholders whose name appears on the Register of Members on 19^th day of July 2024.

The total dividend is '' 5.50 [Previous Year - '' 5.50 (275%)] for the financial year 2023-24, including the

Interim Dividend @ '' 2.00/- per Equity Share (100%) and Proposed Final Dividend @ '' 3.50/- per share (175%) per equity share of the face value of '' 2.00/- each. Total dividend payout for the financial year 2023-24 amounts to '' 2,851.47 Lakhs (Previous Year - '' 2,851.47 Lakhs).

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 01, 2020 and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The Dividend Distribution policy of the Company may be accessed at the following weblink:

https://apcotex.com/uploads/documents//

NDU0MjQ0-23-12-22.pdf

TRANSFER TO RESERVE

There is no amount proposed to be transferred to reserves out of profit of the financial year 2023-24.

B. RENEWABLE ENERGY

An income of '' 84.82 Lakhs (net) has been generated from renewable energy through wind turbine generator installed at Sadawaghapur, Taluka - Patan, District Satara and solar project at Taloja Plant during the financial year 2023-24 [Previous year - '' 85.80 Lakhs -(net)] which was netted off against the power cost.

C. DISCLOSURES UNDER COMPANIES ACT, 2013I. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

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

II. ANNUAL RETURN

The Annual Return has been placed on the website of the Company and can be accessed at https: //apcotex.com/uploads/documents// MzUxNjM4-01-07-24.pdf In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies within the prescribed timelines.

III. CHANGES IN THE SHARE CAPITAL

There is no change in the share capital of the Company during the financial year under review.

IV. FINANCIAL LIQUIDITY

The Company has Investments of '' 11,111.47 Lakhs (previous year '' 8,795.78 Lakhs) as at 31^st March 2024.

The working capital management of the company is robust and involves a well-organized process which facilitates continuous monitoring and control over receivables, inventories and other parameters affecting cash flow and liquidity.

V. NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business policies and strategy apart from regular Board business. During the financial year under review, the Board of Directors met 5 times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

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

VI. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. Kamlesh Vikamsey who is the Chairman of the Committee and Mrs. Priyamvada Bhumkar and Mr. Udayan Choksi, Non-Executive Independent Directors, as the Members. Further details on the committee are given in the Corporate Governance Report.

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

VII. BOARD INDEPENDENCE

The definition of Independence of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmations/ disclosures received from the Independent Directors and on the basis of the evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013;

1. Dr. S. Sivaram

2. Mr. Shailesh Vaidya

3. Mr. Kamlesh Vikamsey

4. Mrs. Priyamvada Bhumkar

5. Mr. Udayan Choksi

6. Dr. Achala Danait

7. Ms. Priti Savla

8. Mr. Dinanath Kholkar

In compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, and SEBI (LODR) Regulations, 2015, the Independent Directors met on 6^th March 2024 to discuss issues as prescribed under the said Act and Regulations.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations

and Companies Act, 2013 are independent of the management, possess requisite qualifications, experience, proficiency and expertise in the fields of finance, technical, research strategy, auditing, tax and risk advisory services, banking, financial services, investments and they hold highest standards of integrity.

VIII. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of SEBI (LODR), Regulations, 2015, the Board of Directors has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman as well as the evaluation of Committees. A structured questionnaire was prepared covering various aspects of the 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.

The results of evaluation of the Board and its Committees were shared with the Board and its respective Committees. The Chairperson of the Board had discussions with members of the Board to discuss the performance feedback based on self-appraisal and peer review. The Chairperson of Nomination and Remuneration Committee discussed the performance review with the Chairperson of the Board.

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

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

IX. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is hosted on the website of the company at the following web link:

https://apcotex.com/uploads/documents// NTk2NzM4-23-12-22.pdf

The Company''s Policy on Director''s appointment and remuneration has been briefly discussed in the Corporate Governance Report.

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure II to this Report.

X. STATUTORY AUDITOR AND AUDITORS REPORT

Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 37^th Annual General Meeting held on 19^th June 2023, appointed M/s. Manubhai & Shah LLP, Chartered Accountants (ICAI Firm Registration No. 106041W/W100136) as the Statutory Auditors for a term of five (5) years commencing from the conclusion of the 37^th Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year 2028.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Manubhai & Shah, LLP Chartered Accountants, Statutory Auditors, in their report.

During the year, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company.

XI. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 your Directors had appointed M/s. D. S. Momaya & Co. LLP, to undertake the Secretarial Audit of your Company for the year ended 31^st March 2024.

The Secretarial Auditor have issued audit report for the year ended 31^st March 2024. The comments made by the Secretarial Auditors are selfexplanatory. Their report is annexed herewith as Annexure V to this Report.

XII. COST RECORDS AND COST AUDITORS

M/s. VJ Talati & Co, Cost Accountants, carried out the cost audit of the Company for the year under review. They have been re-appointed as cost auditors for the financial year ending 31 ^st March 2024.

A remuneration of '' 65,000/- (Rupees Sixty-Five Thousand only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the shareholders at the 38^th AGM. The Company has maintained cost records as specified under sub-section (1) of section 148 of the Companies Act, 2013 and the same shall be audited by the cost auditor i.e. M/s. VJ Talati & Co, Cost Accountants for the financial year 2024-25.

XIII. RELATED PARTY TRANSACTIONS

All the related party transactions during the year are entered on arm''s length basis and are in compliance

with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large.

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

The particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, read with Rule 15 of The Companies (Meetings of Board and its Powers) Rules 2014 is appended to this report in prescribed Form AOC 2 as Annexure III.

The Related Party Transaction Policy is uploaded on the company''s website at the following web link: https://apcotex.com/uploads/documents//

ODIwMzMx-23-12-22.pdf

XIV. 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.

XV. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015.

The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Company''s Code of Conduct and/or Ethics Policy.

The details of the policy have been disclosed on the Company''s website at https://apcotex.com/uploads/ documents//NzQzNzc5-23-12-22.pdf

XVI. CORPORATE GOVERNANCE

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

Detailed report on Corporate Governance forms a part of this report. A certificate from M/s. D.S. Momaya & Co. LLP, Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 is annexed to the said report.

XVII. PARTICULARS OF LOANS AND INVESTMENTS MADE AND GUARANTEES GIVEN AND SECURITIES PROVIDED

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V to the SEBI Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as a part of the financial statements in Note No. 5 and 10.

XVIII. RISK MANAGEMENT POLICY

The Company has a Risk Management Policy and has constituted a Risk Management Committee as required under Listing Regulations. The Risk Management Policy articulates the Company''s approach to address uncertainties in its endeavour to achieve its stated explicit and implicit objectives. It prescribes the roles and responsibilities of various stakeholders within the Company, the structure for managing risks and the framework for risk management. The risk identification, assessment and mitigation process actively involves people at all levels in the management.

All risk identification, assessment and mitigation exercise are carried out before the annual planning exercise and the specific risk mitigation tasks along with resources are made part of the annual budgets and functional objectives for the coming year(s). These are reviewed periodically by the respective functions and necessary course corrections are made if necessary.

The details of the policy have been disclosed on the Company''s website at:

https: //apcotex.com/uploads/documents// MzUvOTg1-23-12-22.pdf

D. CORPORATE SOCIAL RESPONSIBILITY

The Company has a Corporate Social Responsibility (CSR) Committee constituted in compliance with Section 135 of the Companies Act, 2013. The CSR policy of the Company is published on the Company''s website at https://apcotex.com/uploads/documents// NzE3Njc5-23-12-22.pdf

CSR activities of the Company are carried directly and through Non-Government Organizations (NGOs), who have track record of minimum of 3 years in carrying out the activities, and other criteria as prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, as amended from time to time.

The Company has under-taken projects in the areas of Healthcare and Education, around the area surrounding the factories and corporate office which are as per Schedule VII of the Companies Act, 2013, brief details of which are as under:

During the year under review, the Company was required to spend '' 220.00 Lakhs, being 2% of the average net profit of the previous three financial years, against which Company had spent '' 197.78 Lakhs during the financial year 2023-24.

Further, an amount of '' 22.22 Lakhs which was on account of the unutilised CSR Project Expenditure of one of the Ongoing CSR Projects for Financial Year 2023-24, has been transferred to the Apcotex Industries Limited Unspent CSR Account 2023-24 within the requisite timeline. The amounts remained unutilised as on end of the financial year as the project was going slow as compared to the one planned at the beginning of the year.

The Company has carried out the various CSR activities through NGO Partners, some of the details are mentioned herein:

Uthaan/EdelGive Foundation

The Company has been working with an NGO called Uthaan along with the Edelgive Foundation for more than 4 years now. They undertook a detailed survey of the villages surrounding the Valia plant and made a strategic plan to utilize the CSR funds for Water, Health, Sanitation and other activities which included building water sources, toilets and several training and health & hygiene awareness sessions.

As part of this project, the Company has supported formation of new Water, Sanitation, and Hygiene (WASH) committees in the targeted areas. Throughout the year, a total of 19 WASH trainings have been conducted, focusing on promoting health and well-being. These trainings aim to empower women to advocate for their rights to good health and hygiene, as well as to develop leadership skills. Additionally, awareness-building activities were organized with a focus on various stakeholders.

During this year, 141 toilets (new and repaired) and 18 new soak pits were completed.

The team continues to engage in regular conversations with residents to ensure proper waste management thereby reducing pollution and preventing illnesses caused by mosquito infestation. Further, 131 “chokadis”/ platforms were constructed in various villages which has yielded extremely positive results. The total contribution for the year to Uthaan was '' 49.00 lakhs.

Seva Sadan Society

Your company has collaborated with Seva Sadan Society, Mumbai to fund their English medium Secondary School completely (Standards 5 to 8) and Primary School partly (Stds. 1 to 4), in the Academic Year 2023-24. It has further supported the Society by contributing towards its IT infrastructure. The total funds contributed amounted to '' 40.50 lakhs.

Seva Sadan Society''s English Medium School has an enrollment of 179 students. To improve the academic progress, various initiatives were taken like teachers''s training session, technology classes, physical education classes, etc.

During the year under review, the School had also held various School Events and Competitions like Cleanliness Drive / Environment Week, Annual Sports Day, Founders'' Day, School Picnic / Field Trip, Competitions at Prem Puri Ashram, etc.

Deepak Foundation

Your company had been working with Deepak Foundation for Skill Development for Women and Youths in Facility Management & Services around the Taloja Plant area. Necessary training has been imparted to 120 candidates in 6 batches. 86 of those candidates have secured employment or have opted for self-employment.

The Foundation had undertaken various activities during the year under review. Glimpses of some are as follows:

The details as required under Section 135 of the Companies Act, 2013 are provided in CSR Report which is annexed herewith as Annexure IV. For the year 2023-24, the Chief Financial Officer of the Company has certified that the funds of CSR have been utilized for the purposes and in the manner as approved by the Board of Directors of the Company.

Catalysts for Social Action

Your company contributed to the ‘ADOPT A HOME & LIVELIHOOD & AFTERCARE SUPPORT'' program through the NGO

Catalysts for Social Action, to provide support to children and youths at five Child Care Institutions (CCIs) - two CCI''s at Panvel, two CCI''s at Jogeshwari and one at Vasai, Maharashtra.

The Company''s contribution helped support 62 children and 33 Young Adults across 5 Childcare Institutions (CCI''s).

During the year under review, collaboration with nutritionists was made to address each child''s nutritional needs, considering their BMI and Hb assessment. To address the learning difficulty faced by various children in getting education, two tuition teachers and one computer teacher were appointed. As a part of education program CSA had organized a celebration on 11^th of March on the occasion of National Math and Science day. The whole program was sponsored by Apcotex. Some CSA activities are shown below in pictures:

E. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The company conducts the Familiarization program when new Director(s) is/are appointed during the year. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarize them with the process, business, and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company.

Periodic presentations are made at the Board and the Committee meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved.

The familiarisation programme along with details of the same imparted to the Independent Non-Executive Directors during the year are available on the website of the Company at https://apcotex.com/uploads/documents//NzEwOTM3-22-04-24.pdf

F. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has, inter-alia, adopted a Code of Conduct for Prohibition of Insider Trading (Code) duly approved by the Board of Directors of the Company. The Company Secretary is the Compliance Officer for the purpose of this Code.

It lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of deals by designated person/ employees and maintain the highest ethical standards of dealing in Company securities.

G. INTERNAL FINANCIAL CONTROLS

Your Company maintains an adequate and effective internal control system commensurate with its size and complexity. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. These are reviewed periodically and made part of work instructions or process in the company.

The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches them with the books of accounts. Explanations are sought for any variance noticed from the respective functional heads.

H. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

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

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

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

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

V. That they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

VI. That they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

All women who are associated with the Company either as permanent employees or temporary employees or contractual persons including service providers at the Company sites are covered under the above policy.

The Company has constituted Internal Complaints Committee to ensure a harassment free working environment, to redress the complaints and to prevent sexual harassments, if any. No complaints relating to sexual harassment were received during the year.

J. FIXED DEPOSITS MATURED BUT NOT CLAIMED

Company has no Fixed Deposits at the end of the financial year. The Central Bureau of Investigation (CBI) has instructed the Company, not to repay the proceeds of four fixed deposits amounting to '' 0.48 Lakhs and accrued interest of '' 0.22 Lakhs thereon. These deposits matured during the first week of December 2002 and continue to remain with the Company.

K. INSURANCE

All insurable assets of the Company including inventories, buildings, plant and machinery etc., as well as the liability under legislative enactments, are insured on reinstatement basis after due valuation of assets by an external agency. The Company also holds a Loss of Profit Policy for the financial year 2023-24.

L. PERSONNEL

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

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of employees of your company is available for inspection by the member. Please refer to note no. 18 of the Notice of AGM for inspection of the same.

M. DIRECTORS & KEY MANAGERIAL PERSONNEL Appointment:

During the year under review, the Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, appointed Dr. Achala Danait (DIN: 08730270) as an Additional Non-Executive Independent Director of the Company w.e.f July 26, 2023 for a period of five (5) years, subject to the approval of the members. Subsequently, the shareholders approval was taken by postal ballot which was passed on September 2, 2023.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee, had appointed Ms. Priti Savla (DIN: 00662996) as an Additional NonExecutive Independent Director of the Company w.e.f January 23, 2024, for a term of five (5) years subject to the approval of the members. Subsequently, the shareholders approval was taken by postal ballot which was passed on March 7, 2024.

The tenure of Shri Udayan Choksi (DIN: 02222020) is due to expire on the conclusion of the AGM to be held in the year 2024. The Board of Directors at its meeting held on 17^th June 2024, based on recommendation of Nomination and Remuneration Committee approved re-appointment of Shri Udayan Choksi as an Independent Director for a further period of five (5) years with effect from the AGM to be held in 2024 subject to the approval of shareholders at 38^th Annual General Meeting. Accordingly, matter with respect to his re-appointment is proposed in the Notice of 38^th Annual General Meeting.

The Board of Directors, at their meeting held on 6^th May fond 2024 approved the appointment of Shri Abhiraj Choksey as the Vice-Chairman and Managing Director of the Company for a period of five (5) years w.e.f. 6^th May 2024, subject to approval by the Members. The shareholders had re-appointed him as the Managing Director of the Company in the AGM held on 14^th June 2022 for a period of three years. Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 6^th May 2024, approved the appointment of Shri. Abhiraj Choksey as the Vice-Chairman and Managing Director of the Company, subject to shareholders approval at the ensuing Annual General Meeting.

The Board wishes to inform you that Dr. Swaminathan Sivaram (DIN: 00009900), Shri Kamlesh Vikamsey (DIN: 00059620), Mrs. Priyamvada Bhumkar (DIN: 00726138) and Shri Shailesh Vaidya (DIN: 00002273) will be completing their respective second tenures of five (5) consecutive years as Independent Directors of the Company on the conclusion of the Annual General Meeting in the year 2024. The Members of the Board of Directors of the Company have noted the same and have placed on record their sincere appreciation for the valuable contributions and support received from each

of them during their respective terms as Independent Director(s) of the Company.

The Board had, based on the recommendations of Nomination and Remuneration Committee, at its meeting held on 17^th June 2024, appointed Shri. Dinanath Kholkar (DIN: 03089626) as an Additional Non-Executive Independent Director of the Company, not liable to retire by rotation, for a tenure of five (5) years from 17^th June 2024 to 16^th June 2029, subject to approval of Members at the ensuing Annual General Meeting. He shall hold office as an Additional Director upto the date of this AGM and is eligible for appointment as an Independent Director of the Company.

Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Shri Amit Choksey (DIN: 00001470) will retire by rotation at the ensuing AGM of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Brief resume, nature of expertise in specific functional areas, disclosure of relationships between directors inter-se, details of directorship held in other companies, membership of committees of the Board, shareholding in the Company held by the directors proposed to be appointed/ re-appointed at the 38^th AGM, is provided in the Notice of the AGM.

N. AUDITORS

Statutory Auditors

M/s. Manubhai & Shah LLP, Chartered Accountants (Firm Registration No. 106041W/W100136) were appointed as Statutory Auditors of the Company for a period of five (5) consecutive years in the 37^th AGM of the Company held on 19^th June 2023, to hold office from the conclusion of the said Meeting till the conclusion of the 42^nd AGM to be held in the year 2028.

Cost Auditors

M/s. V J Talati & Co., Cost Accountants has been appointed as Cost Auditors of the Company for the financial year 2024-25 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014. M/s. V J Talati & Co. have confirmed that they are free from any disqualifications as specified under the Companies Act, 2013.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, resolution seeking Members'' ratification for the remuneration payable to M/s. V J Talati & Co., Cost Auditors is included at item No. 6 of the Notice convening the AGM.

Secretarial Auditor

M/s. D. S. Momaya & Co. LLP, Company Secretaries, has been appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended. The Report of the Secretarial Auditor is appended to this Report as Annexure V.

O. Maintenance of Cost Records

The maintenance of cost records as specified under Section 148 of the Companies Act, 2013 is applicable to the Company and accordingly all the cost records are made and maintained by the Company and audited by the cost auditors.

P. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer, pursuant to the Regulation 17 of SEBI (LODR) Regulations, 2015, for the financial year 2023-24 under review, was placed before the Board of Directors of the Company at its meeting held on 6^th May 2024.

Q. SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31^st March 2024.

R. Business Responsibility and Sustainability Report (BRSR)

Detailed Business Responsibility and Sustainability Report as required under Regulation 34 of SEBI (LODR) Regulations, 2015 is uploaded on the company''s website at the following web link: https://apcotex.com/uploads/ documents//OTUzMzI3-04-07-24.pdf

S. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), as amended from time to time, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven year. Further, according to the Rules, the shares on which dividend had remained unpaid or unclaimed by the shareholders for seven consecutive years or more are also transferred to the demat account of the IEPF Authority.

Accordingly, the Company has transferred the unclaimed dividend of '' 14,67,315/- for the year 2015-16 during August 2023. Considering 2015-16 as base year, the Company has transferred 75,316 Equity shares of '' 2 each/- held by 790 number of shareholders, on which the dividend was unclaimed for seven consecutive years, to the demat account of IEPF authority, in compliance with the IEPF Rules during the financial year 2023-24.

The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more.

The Company will be transferring the final dividend and corresponding shares for the financial year ended 201617 within statutory timelines. Members are requested to ensure that they claim the dividends and shares referred to above, before they are transferred to the said Fund. The due dates for transfer of unclaimed dividend to IEPF are provided in the report on Corporate Governance.

The Company has uploaded full details of such shareholders and shares due for transfer to IEPF Authority on its website at www.apcotex.com. Shareholders are requested to refer to the web-link https://apcotex.com/ investor-transfer-to-iepf to verify the details of unclaimed dividends and the shares liable to be transferred to IEPF Authority.

Shareholders/ claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply for refund by approaching the Company for issue of Entitlement Letter along with all the required documents before making an application to the IEPF Authority in Form IEPF - 5 (available on https://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time

T. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURT

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status of the Company and its operations.

U. ACKNOWLEDGEMENT

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

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

The accompanying Annexures I to V are an integral part of this Directors'' Report.

---

Mar 31, 2023

Your Directors have pleasure in presenting to you the Thirty Seventh (37^th) Annual Report of the Company and the Audited Financial Statements for the year ended 31^st March 2023.

A. COMPANY PERFORMANCEFINANCIAL HIGHLIGHTS

'' in Lakhs
Particulars	31st March 2023	31st March 2022	Growth %
Income from operations
(a) Revenue from operations	107,992.88	95,689.09
(b) Other income	728.97	789.08
Total income from operations	108,721.84	96,478.17	13%
Gross Profit Before Depreciation, Finance cost & Tax	16,580.62	14,770.94
(a) Finance costs	505.82	325.47
(b) Depreciation & amortization expense	1,523.33	1,409.47
Profit before tax	14,551.47	13,036.00	12%
Tax expenses	3,757.59	3,155.39
Profit after Tax	10,793.88	9,880.61	9%
Other Comprehensive Income for the year	(216.67)	1,269.20
Total Comprehensive Income for the year	10,577.21	11,149.81
Earnings per Share (EPS)
(a) Basic	20.82	19.06
(b) Diluted	20.82	19.06

INTERIM DIVIDEND

Pursuant to the approval of the Board of Directors on 25^th January 2023, the Company paid an interim dividend @ of '' 2.00/- (previous year - '' 2.00/-) per equity share of the face value of '' 2.00/- each to the Shareholders who were on the register of members as on 7^th February 2023, being the record date fixed for this purpose.

Interim Dividend absorbed a sum of '' 1,036.90 Lakhs out of the net profits after tax for the financial year 2022-23.

FINAL DIVIDEND

Based on Company''s performance, your directors are pleased to recommend for approval of members, a final dividend @ of '' 3.50/- (previous year - '' 3.00/-) per equity share of the face value of '' 2.00/- each for the financial year 2022-23. Dividend, if approved, will absorb a sum of '' 1,814.57 Lakhs out of net profit after tax and will be paid to those Shareholders whose name appears on the Register of Members on 12^th day of June 2023.

The total dividend is '' 5.50 (275%) [Previous Year - '' 5.00 (250%)] for the financial year 2022-23, including the Interim dividend @ '' 2.00/- per Equity Share (100%) and Proposed Final Dividend @ '' 3.50/- per share (175%) per equity share of the face value of '' 2.00/- each. Total dividend payout for the financial year 2022-23 amounts to '' 2851.47 Lakhs (Previous Year - '' 2,592.25 Lakhs).

The Dividend Distribution policy of the Company may be accessed at the following weblink

https://apcotex.com/uploads/documents//

NDU0MiQ0-23-12-22.pdf

TRANSFER TO RESERVE

There is no amount proposed to be transfered to Reserves out of profit of the financial year 2022-23.

B. RENEWABLE ENERGY

An income of Rs 85.80 Lakhs (net) has been generated from renewable energy through wind turbine generator installed at Sadawaghapur, Taluka - Patan, District Satara and solar project at Taloja Plant during the financial year 2022-23 [Previous year - '' 67.69 Lakhs-(net)] which was netted off against the power cost.

C. DISCLOSURES UNDER COMPANIES ACT, 2013I. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

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

II. ANNUAL RETURN

The Annual Return has been placed on the website of the Company and can be accessed at https://apcotex.com/uploads/documents// NzIzNzAv-24-05-23.pdf. In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies within the prescribed timelines.

III. CHANGES IN THE SHARE CAPITAL

There is no change in the share capital of the Company during the financial year under review. The paid-up Equity Share Capital as on 31^st March 2023 was '' 1,036.90 Lakhs., comprising of 5,18,44,960 equity shares of face value of '' 2.00/- each.

IV. FINANCIAL LIQUIDITY

The Company has Investments of '' 8,795.78 Lakhs (previous year '' 9,751.53 Lakhs) as at 31^st March 2023.

The working capital management of the company is robust and involves a well-organized process which facilitates continuous monitoring and control over receivables, inventories and other parameters affecting cash flow and liquidity.

V. NUMBER OF BOARD MEETINGS

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

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

VI. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. Kamlesh Vikamsey who is the Chairman of the Committee, Mrs. Priyamvada Bhumkar and Mr. Udayan Choksi, are the Non-Executive Independent Directors. More details on the committee are given in the Corporate Governance Report.

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

VII. BOARD INDEPENDENCE

The definition of Independence of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmations/ disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013;

1. Dr. S. Sivaram

2. Mr. Shailesh Vaidya

3. Mr. Kamlesh Vikamsey

4. Mrs. Priyamvada Bhumkar

5. Mr. Udayan Choksi

In compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, and SEBI (LODR) Regulations, 2015, the Independent Directors met on 20^th March 2023 to discuss issues as prescribed under the said Act and Regulations.

VIII. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of SEBI (LODR), Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the

Chairman as well as the evaluation of Committees. A structured questionnaire was prepared covering various aspects of the 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 and participation in the discussion and deliberation at the meeting, understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

IX. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is hosted on the website of the company at the following web link:

https://apcotex.com/uploads/documents// NTk2NzM4-23-12-22.pdf

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure II to this Report.

X. COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. SGDG & Associates LLP, Chartered Accountants, Statutory Auditors, in their report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. D.S. Momaya & Co. LLP, to undertake the Secretarial Audit of your Company for the year ended 31^st March 2023.

During the year, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company.

The Secretarial Auditors have issued an unqualified audit report for the year ended 31^st March 2023. The comments made by the Secretarial Auditors are self-explanatory. Their report is annexed herewith as Annexure V to this Report.

XI. RELATED PARTY TRANSACTIONS

All the related party transactions during the year are entered on arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large.

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

The particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 15 of The Companies (Meetings of Board and its Powers) Rules 2014 is appended to this report in prescribed Form AOC 2 as Annexure III.

The Related Party Transaction Policy is uploaded on the company’s website at the following web link https://apcotex.com/uploads/ documents//ODIwMzMx-23-12-22.pdf

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

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

XIII. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015.

The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Company’s Code of Conduct and/or Ethics Policy.

The details of the policy have been disclosed on the Company’s website at https://apcotex.com/uploads/ documents//NzQzNzc5-23-12-22.pdf

XIV. CORPORATE GOVERNANCE

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

Detailed report on Corporate Governance forms a part of this report. A certificate from M/s.

D.S. Momaya & Co. LLP, Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 is annexed to the said Report.

XV. RISK MANAGEMENT POLICY

The Company has a Risk Management Policy and has constituted a Risk Management Committee as required under Listing Regulations. The Risk Management Policy articulates the Company’s approach to address uncertainties in its endeavour to achieve its stated explicit and implicit objectives. It prescribes the roles and responsibilities of various stakeholders within the Company, the structure for managing risks and the framework for risk management. The risk identification, assessment and mitigation process actively involves people at all levels in the management.

All risk identification, assessment and mitigation exercise are carried out before the annual planning exercise and the specific risk mitigation tasks along with resources are made part of the annual budgets and functional objectives for the coming year(s). These are reviewed periodically by the respective functions and necessary course corrections are made if necessary.

The details of the policy have been disclosed on the Company’s website at:

https: //apcotex.com/uploads/documents// MzUvOTg1-23-12-22.pdf

D. CORPORATE SOCIAL RESPONSIBILITY

The Company has a Corporate Social Responsibility (CSR) Committee constituted in compliance with Section 135 of the Companies Act, 2013. The CSR policy of the Company is published on the Company’s website at https://apcotex.com/uploads/documents// NzE3Njc5-23-12-22.pdf

CSR activities of the Company are carried directly and through Non-Government Organizations (NGOs), who have track record of minimum of 3 years in carrying out the activities, and other criteria as prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, as amended from time to time.

The Company has under-taken projects in the areas of Healthcare and Education, around the area surrounding the factories/corporate office which are as per Schedule VII of the Companies Act, 2013 brief details of which are as under:

During the year under review, the Company was required to spend '' 138.85 Lakhs, being 2% of the average net profit of previous three financial years, against which Company had spent '' 140.15 Lakhs during the financial year 2022-23.

The Company has carried out the various CSR activities through NGO Partners, some of the details are mentioned herein:

EdelGive Foundation

The Shareholders are aware that one of the strategic projects that EdelGive and the Company are working on is with an NGO called Utthan who undertook a detailed survey of the villages surrounding the Valia plant and made a strategic plan to utilize the CSR funds for Water and Sanitation activities which included building water sources, toilets and several training and health & hygiene awareness sessions.

In this project, the Company has supported for construction and renovation of over 400 toilets, installed over 20 toilet seats for persons with disabilities, elderly and pregnant women. To ensure the safe discharge of grey water or household wastewater, washing platforms and soak pits were constructed. Also, demonstration models of solid waste management pits were constructed to create awareness about proper solid-waste collection, which is important for the protection of public health, safety, and environmental quality. Borewells and roof water harvesting tanks were developed to ensure safe and adequate drinking water. An ecosan toilet was built in the home of a member of the Dungari village. The household member intends to use Ecosan manure on the farm. Community mobilisation activities for Social and Behavioural Communication Change were organised which included hamlet meetings, community awareness programs and school-based programs.

The consistent efforts over a period of time have resulted in reduction in open defecation, drudgery for women to fetch water. It has increased the use of functional toilets, enhanced the hygiene conditions with use of toilets, washing platforms, soak pits, and increased the participation of community members, especially women.

Catalysts for Social Action

Your company in collaboration with Catalysts for Social Action, society and a trust, started a ‘ADOPT A HOME & LIVELIHOOD & AFTERCARE SUPPORT'' program to provide support to children and youths at three Child Care institutions (CCI) in Navi Mumbai, Maharashtra:-

CCI 1 - Rays of Hope - Kharghar, Navi Mumbai CCI 2 - Swapnalaya - Panvel, Navi Mumbai CCI 3 - Panchdeep - Panvel, Navi Mumbai

The project was adopted with a view to provide necessities in the areas of hygiene and sanitation, safe living spaces for children, improve developmental aspects around education, aftercare initiatives for over 18-year-olds, vocational training, mentoring support and to build the capacity of CCI management and staff for sustained outcomes.

To develop overall personality of kids, various activities like dance workshop, lantern-making workshop, diya making and sports activities, are undertaken. Bindas Bol program from communicative English was held. On the occasion of Marathi Bhasha Din, slogan writing competition, poster making on different languages spoken in Maharashtra, were made and displayed by the children.

Seva Sadan Society

Your company has collaborated with Seva Sadan Society to fund Secondary School Education (Stds. 5 to 7 in the academic year 2022-23) at Seva Sadan Society''s English Medium School for 61 students. To improve the academic progress remedial teaching that is one-on-one teaching to the identified students is provided after school hours. Enrollment of Education Consultant, new recruitment of teachers, introduction of library period are few steps undertaken to provide quality education.

In the aftercare program, Young Adults were enrolled for upskilling, who don''t have family support. Few are currently pursuing courses and others have been placed in jobs.

^ Deepak Foundation

Your company has worked with Deepak Foundation for Skill Development of Youth & Self-Help Group women in Facility Management & Services around Taloja Plant area. Necessary training has been imparted to 76 youths in four batches including on the job / practical training apart from the classroom training sessions. Out of 76 youths, 48 trainees have secured employment or have opted for self-employment.

The details as required under Section 135 of the Companies Act, 2013 are provided in CSR Report which is annexed herewith as Annexure IV. For the year 202223, the Chief Financial Officer of the Company has certified that the funds of CSR have been utilized for the purposes and in the manner as approved by the Board of Directors of the Company.

E. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The company conducts the Familiarization program when new Director(s) is/are appointed during the year. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarize them with the process, business, and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The familiarisation programme along with details of the same imparted to the Independent NonExecutive Directors during the year are available on the website of the Company at https://apcotex.com/uploads/ documents//MiAzOTAv-11-04-23.pdf

F. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Insider trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of deals by designated person/ employees and maintain the highest ethical standards of dealing in Company securities.

G. INTERNAL FINANCIAL CONTROLS

Your Company maintains an adequate and effective internal control system commensurate with its size and complexity. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. These are reviewed periodically and made part of work instructions or process in the company.

The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches them with the books of accounts. Explanations are sought for any variance noticed from the respective functional heads.

H. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

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

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

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

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

V. That they, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

VI. That they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

All women who are associated with the Company either as permanent employees or temporary employees or contractual persons including service providers at the Company sites are covered under the above policy.

The company has constituted Internal Complaints Committee to ensure a harassment free working environment, to redress the complaints and to prevent sexual harassments, if any. No complaints relating to sexual harassment were received during the year.

J. FIXED DEPOSITS MATURED BUT NOT CLAIMED

Company has no Fixed Deposits at the end of the financial year. The Central Bureau of Investigation (CBI) has instructed the Company, not to repay the proceeds of four fixed deposits amounting to '' 0.48 Lakhs and accrued interest of '' 0.22 Lakhs thereon. These deposits matured during the first week of December 2002 and continue to remain with the Company.

K. INSURANCE

All insurable assets of the Company including inventories, buildings, plant and machinery etc., as well as the liability under legislative enactments, are insured on reinstatement basis after due valuation of assets by an external agency. The Company also holds a Loss of Profit Policy for the financial year 2022-23.

L. ECOLOGY AND SAFETY

The company ensures safe, healthy and eco-friendly environment at its plant and surrounding areas. The company continually works towards identification and

reduction of risks and prevention of pollution at its plant and its surroundings.

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

Consent has been obtained from Maharashtra Pollution Control Board to operate the Plant at Taloja and from Gujarat Pollution Control Board to operate the Plant at Valia, Ankleshwar.

The company is working with the renowned consultants for implementation of Environment, Social and Governance (ESG) in the organisation. The disclosure requirement of Business Responsibility and Sustainability Report forms part of this report.

M. PERSONNEL

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

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of employees of your company is available for inspection by the members. Please refer to note no. 18 of the Notice of AGM for inspection of the same.

N. DIRECTORS & KEY MANAGERIAL PERSONNEL Appointment:

The Board of Directors on the recommendation of the Nomination and Remuneration Committee, recommend the re-appointment of Mr. Ravishankar Sharma (DIN: 08739672) as a Wholetime Director, designated as an Executive Director w.e.f 1st May 2023 for a term of three years subject to the approval of the members in the ensuing AGM.

The Board of Directors had on the recommendation of the Nomination and Remuneration Committee, at their meeting held on 20th October 2022, approved the appointment of Mr. Jeevan Mondkar (ACS 22565) as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company effective from 1st November 2022 in place of Mr. Anand Kumashi, Company Secretary & Compliance Officer of the Company, who retired on 31st October 2022. The Directors wish to place on record their appreciation for the contribution made by Mr. Anand Kumashi during his tenure with the Company.

Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Atul Choksey (DIN 00002102) will retire by rotation at the ensuing AGM of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Brief resume, nature of expertise in specific functional areas, disclosure of relationships between directors inter-se, details of directorship held in other companies, membership of committees of the Board, shareholding in the Company held by the directors proposed to be appointed/re-appointed at the 37^th AGM, is provided in the Notice of the AGM.

O. AUDITORS

Statutory Auditors

M/s. SGDG & Associates LLP, Chartered Accountants (Firm Registration No. W100188) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 32^nd AGM of the Company held on 27^th July 2018 to hold office from the conclusion of the said Meeting till the conclusion of the 37^th AGM to be held in the year 2023.

Your Board recommends the appointment of M/s. Manubhai & Shah LLP, Chartered Accountants (Firm Registration No. 106041W/W100136), as Statutory Auditors of the Company for a period of 5 years from the conclusion of this AGM till the conclusion of the 42^nd AGM to be held in the year 2028, in place of retiring auditors viz. M/s. SGDG & Associates LLP, Chartered Accountants, on such remuneration as shall be fixed by the Board of yond Directors of the Company. The Company has received letter from the M/s. Manubhai & Shah LlP, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limit under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from the appointment.

Cost Auditors

M/s. V J Talati & Co., Cost Accountants have been appointed as Cost Auditors of the Company for the financial year 2023-24 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014. M/s. V J Talati & Co. have confirmed that they are free from any disqualifications as specified under the Companies Act, 2013.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, resolution seeking Members'' ratification for the remuneration payable to M/s. V J Talati & Co., Cost Auditors is included at item No.7 of the Notice convening the AGM.

Secretarial Auditor

M/s. D.S. Momaya & Co. LLP, Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company for the financial year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended. The Report of the Secretarial Auditor is appended to this Report as Annexure V.

. Maintenance of Cost Records

The maintenance of cost records as specified under Section 148 of the Companies Act, 2013 is applicable to the Company and accordingly all the cost records are made and maintained by the Company and audited by the cost auditors.

Q. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer, pursuant to the Regulation 17 of SEBI (LODR) Regulations, 2015, for the financial year 2022-23 under review was placed before the Board of Directors of the Company at its meeting held on 27^th April 2023.

R. SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31^st March 2023.

S. Business Responsibility and Sustainability Report (BRSR)

Detailed BRSR under Regulation 34 of SEBI (LODR) Regulations, 2015 forms a part of this report.

T. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), as amended from time to time, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven years. Further, according to the Rules, the shares on which dividend had remained unpaid or unclaimed by the shareholders for seven consecutive years or more are also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed dividend of '' 12,86,481/- for the year 2014-15 during August 2022. Considering 2014-15 as base year, the Company has transferred 9,154 Equity shares of '' 2 each/- held by 179 number of shareholders, on which the dividend was

unclaimed for 7 consecutive years, to demat account of IEPF''s authority, in compliance with IEPF Rules during the financial year 2022-23.

The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more.

The Company will be transferring the final dividend and corresponding shares for the financial year ended 201516 within statutory timelines. Members are requested to ensure that they claim the dividends and shares referred to above, before they are transferred to the said Fund. The due dates for transfer of unclaimed dividend to IEPF are provided in the report on Corporate Governance.

The Company has uploaded full details of such shareholders and shares due for transfer to IEPF Authority on its website at www.apcotex.com. Shareholders are requested to refer to the web-link https://apcotex.com/ investor-transfer-to-iepf to verify the details of unclaimed dividends and the shares liable to be transferred to IEPF Authority.

U. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURT

During the year no significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company''s operations.

V. ACKNOWLEDGEMENT

ⁿ Your Directors take this opportunity to express their deep sense of gratitude to the Bankers, various departments of syond State / Central Government and local authorities for their continued guidance and support.

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

The accompanying Annexures I to V are an integral part of this Directors'' Report.

FOR AND ON BEHALF OF THE BOARD

ATUL C CHOKSEY CHAIRMAN DIN:00002102

Date: 27^th April 2023 Place: Mumbai

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Mar 31, 2022

Your Directors have pleasure in presenting to you the Thirty Sixth (36^th) Annual Report of the Company and the Audited Financial Statements for the year ended 31^st March 2022.

A. COMPANY PERFORMANCEFINANCIAL HIGHLIGHTS

Rs. in lacs
Particulars	31st March 2022	31st March 2021	Growth %
Income from operations
(a) Revenue from operations	95,689.09	54,063.59
(b) Other income	789.08	518.63
Total income from operations	96,478.17	54,582.22	77%
Gross Profit Before Depreciation, Finance cost & Tax	14,770.94	7,505.88
(a) Finance costs	325.47	381.08
(b) Depreciation & amortization expense	1,409.47	1,451.19
Profit before tax	13,036.00	5,673.61	130%
Tax expenses	3,155.39	1,257.73
Profit after Tax	9,880.61	4,415.88	124% J
Other Comprehensive Income for the year	1,269.20	1,774.80
Total Comprehensive Income for the year	11,149.81	6,190.68
Earnings per Share (EPS)
(a) Basic	19.06	8.52	124%
(b) Diluted	19.06	8.52	124%

COVID-19 IMPACT aDC¹

During the year 2021-22, the Coronavirus Disease (Covid-19) pandemic continued throwing challenges to all economic and social activities. The Company ensured its employees (Permanent and Contract) were provided vaccinations, the plants/offices were regularly sanitized, and all necessary arrangements were made for maintaining social distancing while commuting and at the workplace. The Company started a hybrid policy which allowed team members to partly work from home during the year at its registered office, corporate office and other offices. Health and safety of our employees is of utmost importance, hence all required precautionary measures were taken at the workplace.

Despite of the surge in Covid-19 cases during the second and third wave the company continued with the positive momentum with healthy increases in sales and profits.

INTERIM DIVIDEND

Pursuant to the approval of the Board of Directors on 27^th January 2022, the Company paid an interim dividend @ of Rs. 2.00/- (previous year - Rs. 1.50/-) per equity share of the

face value of Rs.2.00/- each to the Shareholders who were on the register of members as on 11^th February 2022, being the record date fixed for this purpose.

Interim Dividend absorbed a sum of Rs. 1,036.90 lacs out of the net profits after tax for the financial year 2021-22.

FINAL DIVIDEND

Based on Company''s performance, your directors are pleased to recommend for approval of members, a final dividend @ of Rs. 3.00/- (previous year - Rs. 2.00/-) per equity share of the face value of Rs. 2.00/- each for the financial year 2021-22. Dividend, if approved, will absorb a sum of Rs. 1,555.35 lacs out of net profit after tax and will be paid to those Shareholders whose name appear on the Register of Members on 7^th day June 2022.

The total dividend is Rs. 5.00 (250%) [Previous Year - Rs. 3.50 (175%)] for the financial year 2021-22, including the Interim dividend @ Rs. 2.00/- per Equity Share (100%) and Proposed Final Dividend @ Rs. 3.00/- per share (150%) per equity share of the face value of Rs. 2.00/- each. Total dividend payout for the financial year 2021-22 amounts to Rs. 2,592.25 lacs. (Previous Year - Rs.1,814.61 lacs).

TRANSFER TO RESERVE

There is no amount proposed to be transfered to Reserves out of profit of the financial year 2021-22.

B. RENEWABLE ENERGY

An income of Rs 108.68 lacs has been generated from renewable energy through wind turbine generator installed at Sadawaghapur, Taluka - Patan, District Satara and solar project at Taloja Plant during the financial year 2021-22 (Previous year - Rs. 112 lacs) which was netted off against the power cost.

3c. DISCLOSURES UNDER COMPANIES ACT, 2013I. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

I nformation 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. ANNUAL RETURN

The Annual Return has been placed on the website of the Company and can be accessed at https:// www.apcotex.com/financial.asp?fn⁼annualreturn

III. CHANGES IN THE SHARE CAPITAL

There is no change in the share capital of the Company during the financial year under review. The paid-up Equity Share Capital as on 31^st March 2022 was Rs. 1,036.90 lacs, comprising of 5,18,44,960 equity shares of face value of Rs. 2.00/- each.

IV. FINANCIAL LIQUIDITY

The Company has Investments of Rs. 9,866.75 lacs (previous year Rs.8,602.09 lacs) as at 31^st March 2022.

The working capital management of the company is robust and involves a well-organized process which facilitates continuous monitoring and control over receivables, inventories and other parameters affecting cash flow and liquidity.

V. NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business policies and strategy apart from regular Board business. During the financial year under review, the Board of Directors met 6 times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

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

VI. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. Kamlesh Vikamsey who is the Chairman of the Committee, Mrs. Priyamvada Bhumkar and Mr. Udayan Choksi, are the Non-Executive Independent Directors. More details on the committee are given in the Corporate Governance Report.

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

VII. BOARD INDEPENDENCE

The definition of Independence of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the 0 Companies Act, 2013. Based on the confirmation/ disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013;

1. Dr. S. Sivaram

2. Mr. Shailesh Vaidya

3. Mr. Kamlesh Vikamsey

4. Mrs. Priyamvada Bhumkar

5. Mr. Udayan Choksi

I n compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, the Independent Directors met on 29^th March 2022 to discuss issues as prescribed under the schedule IV of the Companies Act, 2013 and also discussed various other issues.

VIII. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of SEBI (LODR), Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. A structured questionnaire was prepared 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 and participation in the discussion and deliberation at the meeting, understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board.

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

IX. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is hosted on the website of the company at the following web link:

https://www.apcotex.com/policy/Nomination%20

and%20Remuneration%20Policy%202019.pdf

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 II to this Report.

X. COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. SGDG & Associates LLP, Chartered Accountant, Statutory Auditor, in their report and by M/s. D. S. Momaya & Co., Company Secretaries, in their Secretarial Audit report.

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

XI. 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 SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large.

All 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 i n 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 III.

The Related Party Transaction Policy is uploaded on the company''s website at the following web link http://www.apcotex.com/policv/Related Party Transaction Policv.pdf

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

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

XIII. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of the Companies Act 2013 and Regulation 22 of SEBI (LODR) 2015.

The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Company''s Code of Conduct and/or Ethics Policy.

The details of the policy have been disclosed on the Company''s website at https://apcotex.com/policy/ Whistle Blower Policy.pdf

XIV. 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, forms part of this report. A certificate from M/s. D. S. Momaya & Co., Company Secretaries, regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 is annexed to the said Report.

XV. RISK MANAGEMENT POLICY

Pursuant to regulation 21 of SEBI (LODR) Regulations, 2015, the Risk Management Committee was constituted in the meeting of Board of Directors held on 9^th July 2021 comprising of Dr. S. Sivaram - Independent Director, Shri Abhiraj Choksey -Managing Director and Shri Ravishankar Sharma -Executive Director.

The Risk Management Policy was approved and adopted by the Board on 28^th October 2021. This policy articulates the Company''s approach to address uncertainties in its endeavour to achieve its stated explicit and implicit objectives. It prescribes the roles and responsibilities of various stakeholders within the Company, the structure for managing risks and the framework for risk management. The risk identification, assessment and mitigation process actively involves people at all levels in the management.

All risk identification, assessment and mitigation exercise are carried out before the annual planning exercise and the specific risk mitigation tasks along with resources are made part of the annual budgets and functional objectives for the coming year(s). These are reviewed periodically by the respective functions and necessary course corrections are made if necessary.

The details of the policy have been disclosed on the Company''s website at: https://apcotex.com/policy/ Risk Management Policy.pdf

D. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013. 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 at https://apcotex. com/policy/CSR policy.pdf. The company has amended its CSR Policy in accordance with the amendments to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

CSR activities of the Company are carried directly and through Non-Government Organizations (NGOs), who have track record of minimum of 3 years in carrying out the activities, and other criterias as prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, as amended from time to time.

The Company has undertaken projects in the areas of Healthcare, Education, and Disaster Management around the area surrounding the factories/corporate office, brief details of which are as under:

The Company was required to spend Rs. 92.34 lacs, being 2% of average net profit of previous three financial years, against which Company had spent Rs. 93.08 lacs during the financial year 2021-22, the details of amount spent are as under;

Healthcare and Disaster Management	70.00 lacs
Education	23.08 lacs

To improve the condition of under-privileged citizens, the Company has carried out the various CSR activities directly and some through NGOs:

Healthcare and Disaster Management:

EdelGive Foundation

The Company is working with EdelGive Foundation, Mumbai, who assisted the company in the selection of NGOs and to recommend, implement and oversee the CSR activities. One of the strategic projects that Edelgive and the Company are working on is with an NGO called Utthan who is carrying out strategic, long-term CSR activities around our Valia Plant, Dist. Bharuch, Gujarat.

During Financial Year 2019-20, Utthan had undertaken a detailed survey of the villages surrounding the Valia plant and made a strategic plan to utilize the CSR funds for Water and Sanitation activities which included building water sources, toilets and several training and health & hygiene awareness sessions.

During the Financial Year 2020-21, Utthan had adopted humanitarian response and support towards communities amid a nationwide lockdown in response to the Covid-19 crisis. Food and rations were ensured to more than 600 families. In the absence of any vaccine and effective treatment at that time, team Utthan organised eight (08) Covid-19 awareness events covering 512 community members. To meet the requirement of daily living items and goods, agri-kits, kitchen garden kits were distributed to farmers and needy households, as these families were unable to procure seeds for sowing, due to their economic conditions which was adversely affected on account of Covid-19 lockdown.

To address the hygiene issue, the Company has supported for construction of 235 new toilets, 209 soak pits and 366 washing platforms till the financial year 2021-22 in Village Dungri and Naldhari. The Company has developed 2 drinking water sources which got tested from government recognized test centre and found the water to be potable. Community mobilisation activities for Social and Behavioral Communication Change were organised which included 12 hamlet meetings, 3 community awareness programs, 6 school-based programs involving 350 children, 2 adolescents'' health trainings, and multiple small group meetings.

Utthan continued with its humanitarian response and support towards communities during the year 2021-22 in response to the Covid-19 crisis. It distributed 115 Kharif kits, 375 kitchen garden kits, food ration kits to 100 families, 22,200 masks and 6000 soaps distributed to 1987 families, 90 safety kits to frontline workers and 10 safety kits to schools. Awareness programme on Covid-19, precautions to be taken & benefits of vaccination, was carried out in 10 villages of Valia block. Due to their efforts 80% of eligible community members were vaccinated by December 2021.

Mann Deshi Foundation

Through Mann Deshi Foundation the Company arranged for the vaccination of about 4500 people from the economically weaker section of the society and also supported the health centres with supply of oxygen concentrators, oxygen cylinders, masks and sanitizers around Mann taluka, Dist. Satara, Maharashtra.

The Society for the Rehabilitation of Crippled Children

The Company has supported for setup of in-house RT-PCR Laboratory at the Society for the Rehabilitation of Crippled Childrens (SRCC) Hospital. RT-PCR is one of the widely used laboratory methods for detecting the Covid-19 virus. An in-house RT-PCR lab would help in early diagnosis/ reporting of the Covid-19 virus rather than one whole day taken by outside lab. This would ensure timely admission to Hospital and treatment of the young patients.

In addition to carrying out the RT-PCR test for Covid-19, the instruments can also be used for conducting the CMV Adenovirus, EBV (qualitative & quantitative) tests.

St Jude India Childcare Centre through West Wind Association

The Company has provided financial assistance to St. Jude India Childcare Centres through West Wind Association which provide a safe and clean environment for children to recuperate during their cancer treatment by providing free housing, nutritional support and other services.

Education:

Deepak Foundation

Your company is working with Deepak Foundation for Skill Development of Youth & Self-Help Group women in Facility Management & Services around Taloja Plant area. Necessary training will be imparted to 75 youths including the on job / practical training apart from the classroom training sessions. This will help the youths to set up their own small business of catering services or housing keep else the Deepak Foundation will also help them to get the employment in nearby malls, offices, business parks, restaurants, etc.

Bombay International School Association (BISA)

The Company’s contribution partly covers the tuitions and expenses for underprivileged children i.e. 4 per academic year under the school’s inclusion program.

Maniben Nanavati Women’s College

The Company has provided financial support to meet the 50% education fees of 75 female students, who were in need of financial assistance, for graduation/post-graduation courses for the academic year 2021-22.

Jaymataji Education Trust

The Company is providing Education & Mess Fees for 65 Students at Jaymataji Education Trust.

Sardar Nagar Prathamik Shala

The company has provided school uniforms to school Children of Sardar Nagar Prathamik Shala.

The details as required under Section 135 of the Companies Act, 2013 are provided in CSR Report which is annexed herewith as Annexure IV. For the year 202122, the Chief Financial Officer of the Company has certified that the funds of CSR have been utilized for the purposes and in the manner as approved by the Board of Directors of the Company.

E. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The company conducts the Familiarization program when new Director(s) is/are appointed during the year. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarize them with the process, business, and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Company’s Policy of conducting the Familiarization Program has been disclosed on the website of the Company at

https://www.apcotex.com/policy/Familiarisation%20

Programme%20for%20Independent%20Directors%20

2021-22.pdf

F. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Insider trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of deals by designated person/ employees and maintain the highest ethical standards of dealing in Company securities.

G. INTERNAL FINANCIAL CONTROLS

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. These are reviewed periodically and made part of work instructions or process in the company.

The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches them with the books of account. Explanations are sought for any variance noticed from the respective functional heads.

H. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

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

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

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

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

V. That they, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

VI. That they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

All women who are associated with the Company either as permanent employees or temporary employees or contractual persons including service providers at the Company sites are covered under the above policy.

The company has constituted Internal Complaints Committee to ensure a harassment free working environment, to redress the complaints and to prevent sexual harassments, if any. No complaints relating to sexual harassment were received during the year.

J. FIXED DEPOSITS MATURED BUT NOT CLAIMED

Company has no Fixed Deposits at the end of the financial year. The Central Bureau of Investigation (CBI) has instructed the Company, not to repay the proceeds of four fixed deposits amounting to Rs.0.48 lacs and accrued interest of Rs. 0.22 lacs thereon. These deposits matured during the first week of December 2002 and continue to remain with the Company.

K. INSURANCE

All insurable assets of the Company including inventories, buildings, plant and machinery etc., as well as the liabilities 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 2021-22.

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

Consent has been obtained from Maharashtra Pollution Control Board to operate the Plant at Taloja till 30^th March 2031 and from Gujarat Pollution Control Board to operate the Plant at Valia, Ankleshwar till 9^th November 2024.

|t Company is working with renowned consultant for implementation of Environment, Social and Governance (ESG) in the organisation which is likely to be completed by end of June 2022. This will help the company to optimize the use of the natural resources and set the target for saving these resources in the subsequent years. A detailed report on the same will be published in the next year''s Annual Report.

M. PERSONNEL

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

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your company is available for inspection by the members. Please refer note no. 18 of the Notice of AGM for inspection of the same.

N. DIRECTORS & KEY MANAGERIAL PERSONNEL Appointment:

Mr. Abhiraj Choksey was appointed as Managing Director of the Company by Board of Directors at their meeting held on 28^th March 2019 for a term of 3 years effective from 1^st May 2019 and the shareholders approved the appointment of Mr. Abhiraj Choksey on 6^th June 2019. The term of Mr. Abhiraj Choksey will end on 30^th April 2022. The Board of Directors at their meeting held on 29^th March 2022 decided to re-appoint Mr. Abhiraj Choksey as Managing Director of the Company, for a further period of 3 years, effective from 1^st May 2022 on the recommendation of Nomination and Remuneration Committee.

Mr. Sachin Karwa has been appointed as the Chief Financial Officer of the company with effect from 9^th July 2021 on the recommendation of Audit committee and Nomination & Remuneration committee.

Cessation:

Mr. Suraj Badale who was appointed as Chief Financial Officer of the company with effect from 1^st April 2019 resigned from the post of Chief Financial Officer on 9^th July 2021. He continues to be employee of the company as DGM- Accounts.

Retirement by Rotation:

I n 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 AGM of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Note that the background of the Director(s) proposed for appointment / re-appointment is given as annexure to the Notice, which forms part of this Annual Report.

O. AUDITORS Statutory Auditor

M/s. SGDG & Associates LLP, Chartered Accountants (Firm Registration No W100188) were appointed as Statutory Auditor of the Company for a period of five consecutive years at the 32^nd AGM of the Company held on 27^th July 2018 to hold office from the conclusion of the said Meeting till the conclusion of the 37^th AGM to be held in the year 2023.

The requirement of seeking ratification of the members for continuance of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 with effect from 7^th May 2018. Hence, the resolution seeking ratification of the members for their appointment is not being placed at the ensuing AGM.

The Statutory Auditor have given a confirmation to the effect that they are eligible to continue with their appointment and have not been disqualified in any manner

from continuing as Statutory Auditor. The remuneration payable to the Statutory Auditor shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

Cost Auditor

M/s. V J Talati & Co., Cost Accountants have been appointed as Cost Auditor of the Company for the financial year 2022-23 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014. M/s. V J Talati & Co, have confirmed that they are free from any disqualifications as specified under the Companies Act, 2013.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, resolution seeking Members'' ratification for the remuneration payable to M/s. V J Talati & Co, Cost Auditor, is included at item No.6 of the Notice convening the AGM.

Secretarial Auditor

D. S. Momaya & Co., Company Secretaries, has been appointed to conduct the Secretarial Audit of the Company for the financial year 2021-22, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended. The Report of the Secretarial Auditor is appended to this Report as Annexure V.

P. Maintenance of Cost Records

The maintenance of cost records as specified under Section 148 of the Act, is applicable to the Company and accordingly all the cost records are made and maintained by the Company and audited by the cost auditors.

Q. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer, pursuant to the Regulation 17 of SEBI (LODR) Regulations, 2015, for the financial year 2021-22 under review was placed before the Board of Directors of the Company at its meeting held on 27^th April 2022.

R. SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31^st March 2022.

S. BUSINESS RESPONSIBILTY REPORT

Detailed Business Responsibility Report under Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 forms a part of this report.

T. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), as amended from time to time, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven years. Further, according to the Rules, the shares on which dividend had remained unpaid or unclaimed by the shareholders for seven consecutive years or more are also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed dividend of Rs. 9,47,390/- for the year 2013-14 during July 2021. Considering 2013-14 as base year, the Company has transferred 24,182 Equity shares held by 304 number of shareholders, on which the dividend was unclaimed for 7 consecutive years, to demat account of IEPF''s authority, in compliance with IEPF Rules during the financial year 2021-22.

The Company had communicated individually to 208 Shareholders holding 11,172 shares, taking a base year of 2014-15 during April 2022, whose shares are liable to be transferred to IEPF Authority during the financial year 2022-23.

The Company has uploaded full details of such shareholders and shares due for transfer to IEPF Authority on its website at www.apcotex.com. Shareholders are

requested to refer to the web-link https://www.apcotex. com/financial.asp?fn=SU to verify the details of unclaimed dividends and the shares liable to be transferred to IEPF Authority.

U. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to State Bank of India, Citi Bank, HDFC 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 V is an integral part of this Directors'' Report.

FOR AND ON BEHALF OF THE BOARD

ATUL C. CHOKSEY CHAIRMAN DIN:00002102

Date: 27^th April 2022 Place: Mumbai

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Mar 31, 2018

TO THE MEMBERS

The Directors have pleasure in presenting to you the Thirty second Annual Report of the Company and the Audited Financial Statement for the year ended 31^st March 2018.

A. COMPANY PERFORMANCE

FINANCIAL HIGHLIGHTS Rs. in lacs

Particulars	Year ended						Growth %(Pre-Merger)
	31st March 18			31st March 17
	Pre Merger	Merged entity #	Post Merger	Pre Merger	Merged entity #	Post Merger
Income from operations
(a) Revenue from operations	53,824.80	-	53,824.80	43,100.25	-	43,100.25
(b) Other income	676.93	36.48	713.41	1,018.37	1,970.87	2,989.25
Total income from operations (net)	54,501.73	36.48	54,538.21	44,118.62	1,970.87	46,089.50	23.53
Gross Profit Before Depreciation, Finance cost and Tax	7,088.58	(139.81)	6,948.77	3,930.61	1,909.77	5,840.39
(a) Finance costs	156.98	-	156.98	287.61	-	287.61
(b) Depreciation & amortization expense	1,214.24	-	1,214.24	1,210.02	-	1,210.03
Profit before tax	5,717.36	(139.81)	5,577.55	2,432.98	1,909.77	4,342.75	134.99
Tax expenses	1,713.91	-	1,713.91	318.21	526.02	844.23
Profit after Tax	4,003.45	(139.81)	3,863.64	2,114.77	1,383.75	3,498.52	89.31
Other Comprehensive Income for the year	(29.60)	-	(29.59)	(10.39)	-	(10.39)
Total Comprehensive Income for the year	3,973.85	(139.81)	3,834.05	2,104.38	1,383.75	3,488.13	88.84
Earnings per Share (EPS)
(a) Basic	19.30		18.63	10.20		16.87	89.31
(b) Diluted	19.30		18.63	10.20		16.87	89.31

# The financial figures of the merged entity represents Saldhar Investment and Trading Co. Pvt Ltd, the holding company.

DIVIDEND

Based on the Company’s performance, your Directors are pleased to recommend for approval of the Members a dividend @ Rs.6/- (Rupees Six) (Previous year Rs.4.50/- (Rupees Four and fifty paise) per Equity Share of Rs.5/- each for the financial year 2017-18. Dividend, if approved, will absorb a sum of Rs.1500.05 lacs (including Dividend Distribution Tax of Rs.255.77 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, 20^th day of July 2018.

TRANSFER TO RESERVE

The appropriations for the year are:

Rs. in lacs

Particulars	Year ended 31st March 2018
Net Profit after tax for the year	3834.04
Balance of Reserve at the beginning of the year	3603.72
Transfer to General Reserve	400.00
Balance of Reserve at the end of the year	7037.76

B. WIND POWER

The Wind Turbine Generator installed at Sadawaghapur, Taluka - Patan, District Satara, Maharashtra, has generated gross revenue of about Rs.113.00 lacs during the financial year (previous year Rs.135.00 lacs), and same is netted-off against the power cost.

C. DISCLOSURES UNDER COMPANI ES ACT, 2013

I. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

I nformation 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

As per the requirements of Section 92(3) of the Act, the extracts of the annual return is given in Annexure II in the prescribed Form no. MGT - 9, which is part of this report.

III. CHANGES IN THE SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March 2018 was Rs.10.37crores, comprising of 2,07,37,984 equity shares of Rs.5/- each. Reconciliation of Share Capital:

Balance as at the beginning of the year	2,07,37,984
Less: Shares cancelled pursuant to effecting scheme of amalgamation of Saldhar Investments And Trading Company Private Limited (Saldhar) with the company	1,07,24,300
Add: Shares allotted on 24th February 2018 to shareholders of Saldhar pursuant to effecting scheme of amalgamation	1,07,24,300
Balance as at the end of the year	2.07.37.984

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 6 (six) 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, and Mrs. Priyamvada Bhumkar. Mr. Kamlesh Vikamsey (w.e.f. 7.11.2017) is the Chairman of the Committee. Mr. M G Patel (Chairman upto 6.11.2017), 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 Regulation 16 (1) (b) of SEBI Listing Obligation and Disclosure Requirement (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Independent Directors under Section 149(7) of the Companies Act, 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of 16 (1) (b) of SEBI (LODR) Regulations, 2015 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

I n compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, the Independent Directors met on 9^th February 2018 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

I n compliance with the Companies Act, 2013 and Regulation 19 (4) read with Schedule II, Part - D of SEBI (LODR), Regulations, 2015, 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 and participation in the discussion and deliberation at the meeting, understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors, 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 Remu neration policy of the Company for Directors, Key Managerial Personnel (KMP) and Senior Personnel of the Company is hosted on the website of the company at the following web link: http://apcotex.com/policy/ Nomination Remuneration Policy.pdf

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 III to this Report.

IX. COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations or adverse remarks on disclaimers made by M/s. Kalyaniwalla & Mistry LLP, Chartered Accountant, Statutory Auditor, 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 SEBI (LODR) Regulations, 2015. 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 IV .

The Related Party Transaction Policy as approved by the Board is uploaded on the company’s website at the following web link http://www.apcotex.com/ policy/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 statement 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 in compliance with provision of section 177 (10) of Companies Act 2013 and Regulation 22 of SEBI (LODR) 2015. The details of same are 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 Regulation 34 (3) read with Schedule V of SEBI (LODR) Regulations, 2015 is annexed to the said Report.

D. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013. 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 and Education as well as social projects around the area surrounding the factory/corporate office. 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 V.

E. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The company conducts the Familiarisation program when new Director(s) is/are appointed during the year. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarize them with the process, business and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Company’s Policy of conducting the Familiarisation Program has been disclosed on the website of the Company at http://www.apcotex.com/ policy/Familiarisation Programme Independent.pdf

F. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The insider trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and maintain the highest ethical standards of dealing in Company securities

G. INTERNAL FINANCIAL CONTROLS

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.These are reviewed periodically and made part of work instructions or process in the company.

The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches them with the books of account. Explanations are sought for any variance noticed from the respective functional heads.

H. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

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

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

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

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

V. That they, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

VI. That they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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.

J. FIXED DEPOSITS MATURED BUT NOT CLAIMED

Company has no Fixed Deposits at the end of the financial year. The Central Bureau of Investigation (CBI) has instructed the Company, not to repay the proceeds of four fixed deposits amounting to Rs.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.

k. INSURANCE

All insurable assets of the Company including inventories, buildings, plant and machinery etc., as well as the liability under legislative enactments, are insured on reinstatement basis after due valuation of assets by an external agency. The Company also holds a Loss of Profit Policy for the financial year 2018-19.

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

Consent has been obtained from Maharashtra Pollution Control Board to operate the Plant at Taloja till 30^th March 2021.

M. PERSONNEL

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

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of employees of your company is available for inspection by the members at registered office of the company during business hour on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the company secretary, whereupon a copy would be sent.

N. DIRECTORS & KEY MANAGERIAL PERSONNEL

Retirement by Rotation:

I n 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 Bo ard recommends his reappointment.

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

O. AUDITORS

I. Pursuant to provisions of Section 139(1) of the Companies Act, 2013, M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/W100166), who were appointed as Statutory Auditor of the Company for a period of five years, to hold the office till the conclusion of the Annual General Meeting during the year 2018.

Your Board recommends the appointment of M/s. SGDG & Associates LLP, Chartered Accountants (Firm Registration no. W1001888), as Statutory Auditor of the Company for a period of 5 years from the conclusion of 2018 AGM till the conclusion of the 2023 AGM of the Company, in place of retiring auditor viz. M/s. Kalyaniwala & Mistry, Chartered Accountants, on such remuneration as shall be fixed by the Board of Directors of the Company.

The Company has received letter from the M/s. SGDG & Associates LLP, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limit under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from the appointment.

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 VI.

P. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer of the Company, pursuant to the Regulation 17 (8) read with Schedule II of SEBI (LODR) Regulations, 2015, for the financial year 2017-18 under review was placed before the Board of Directors of the Company at its meeting held on 3^rd May 2018.

Q. SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31st March 2018.

R. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), as amended from time to time, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven years. Further, according to the Rules, the shares on which dividend had remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed dividend of Rs.449,625 for the year 2009-10 during August 2017. Considering 2009-10 as base year, the Company has transferred 18,182 Shares, on which the dividend was unclaimed for 7 consecutive years, to demat account of IEPF’s authority, in compliance with IEPF Rules.

The Company had communicated individually to 1112 Shareholders taking a base year of 2010-11 on 9th February 2018, whose shares are liable to be transferred to IEPF Authority during the financial year 2018-19.

The Company has uploaded full details of such shareholders and shares due for transfer to IEPF Authority on its website at www.apcotex.com. Shareholders are requested to refer to the web-link http://apcotex.com/ financial.asp?fn=SU to verify the details of unclaimed dividends and the shares liable to be transferred to IEPF Authority.

S. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to State Bank of India, Citi 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 VI are an integral part of this Director Report.

FOR AND ON BEHALF OF THE BOARD

ATUL C CHOKSEY

CHAIRMAN

DIN:00002102

Mumbai: 3^rd May 2018

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Mar 31, 2017

The Directors have pleasure in presenting to you the Thirty First Annual Report of the Company and the Audited Financial Statement for the year ended 31^st March 2017.

A. COMPANY PERFORMANCE

FINANCIAL HIGHLIGHTS

Particulars	2016-17 (Rs. In Lacs)	2015-16 (Rs. In Lacs)	Growth %
GROSS SALES	43,163.43	29,772.38	44.98
Gross Profit Before Depreciation,	3,718.04	4,479.20	(16.99)
Finance cost and Tax but after
prior years’ adjustments
Less: a) Depreciation	1,210.02	894.44
b) Finance Cost	286.31	242.01
Profit Before Tax	2,221.71	3,342.75	(33.54)
Less : a) Provision for Tax	517.59	966.13
b) MAT Credit Entitlement	(254.31)	-
c) Adjustment for Deferred Tax Liability	1,015.56	(90.48)
d) Prior Period Tax Expenses	(966.13)	-
Profit After Tax	1,909.00	2,467.10	(22.62)
Add: Balance brought forward	4,474.73	3,930.83
from the Previous Year
Disposable Profit	6,383.73	6,397.93	(0.22)
Recommended Appropriations: a) Dividend	933.21	933.21
b) Tax on Dividend	189.98	189.98
c) Transfer to General Reserve	400.00	800.00
Balance carried forward to	4,860.54	4,474.73
Balance Sheet
	6,383.73	6,397.93

DIVIDEND

Your Directors have recommended a dividend @ Rs.4.50/-(Rupees Four and fifty paise) (Previous year Rs.4.50/- (Rupees Four and fifty paise) per Equity Share of Rs.5/- each for the financial year 2016-17. Dividend, if approved, will absorb a sum of Rs. 1123.19 lacs (including Dividend Distribution Tax of Rs.189 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 Thursday, 10th day of August 2017.

TRANSFER TO RESERVE

The appropriations for the year are:

Rs. in lacs

Particulars	Year ended 31st March 2017
Net Profit after tax for the year	1,909.00
Balance of Reserve at the beginning of the year	3,203.72
Transfer to General Reserve	400.00
Balance of Reserve at the end of the year	3,603.72

B. MANAGEMENT DISCUSSION AND ANALYSIS

The company manufactures and markets a range of Emulsion Polymers - Synthetic Latexes, Synthetic Rubber and Nitirle Rubber.

I. CURRENT SCENARIO

Your Company is one of the leading producers of emulsion polymer products namely, Synthetic Latexes (Vinyl Pyridine Latex, Carboxylated Styrene Butadiene Latex, Styrene Acrylic Latex, Nitrile Latex, etc.) and Synthetic Rubber (High Styrene Rubber, Nitrile Butadiene Rubber, NBR Powder, and Nitrile Polyblends) in India. The Company has one of the broadest ranges of products in the industrial segments and caters to a wide range of industries. Your Company’s Synthetic Latex products are used, among other applications, for tyre cord dipping, paper and paperboard coating, carpet backing, concrete modification/water proofing, non-wovens, textile finishing, paints, etc. Various grades of Synthetic Rubber find application in products such as footwear, automotive components, rice rolls, moulded items, v-belts, conveyor belts, hoses, etc.

The Company’s major raw materials are petrochemical products and its business could be vulnerable to high volatility in the prices of crude oil and its downstream products.

Over the years, a number of steps have been taken by the management to improve the operational efficiency of the Company in different functions like marketing, human resource development, production process, utilities etc.

Your Company’s plant at Taloja is recipient of Total Productive Maintenance (TPM) Excellence in Consistent TPM Commitment Award - Category A by the Japan Institute of Plant Maintenance (JIPM). TPM has helped the company significantly in improving efficiencies in the plant and in operations and rationalizing costs. The Taloja plant has successfully completed re-certification of the integrated ISO 9001, ISO 14001 and OHSAS 18001. It has also successfully completed recertification by Indian Chemical Council (ICC) to use the “Responsible Care” logo.

The above initiatives are also being implemented at the recently acquired plant at Valia, Ankleshwar, Gujarat.

II. OPERATIONS DURING THE FINANCIAL YEAR 2016-17.

After amalgamation of wholly owned subsidiary viz. Apcotex Solutions India Private Limited, which was made effective from 1st December 2016, the Company achieved Gross Value Sales of Rs. 43,163.43 lacs during the financial year, compared to Rs. 29,772.38 lacs in the preceding year on standalone basis. The company exported its products worth Rs. 4014 lacs during the financial year. The sales of Synthetic Latex products were lower during the financial year due to strike of unionized workmen at Taloja plant for almost 2 months and intermittent stoppages of production at one of our major customer’s plant.

There was a continuous thrust from the management to develop a strong research and development and technical service team to develop new products for export markets, explore new applications and understand better the changing customer needs.

Profits before tax were lower by 33% to Rs. 2221.71 lacs as compared to Rs 3,342.75 lacs during the previous year due to strike at Taloja Plant and intermittent stoppages of pro duction at one of our major customer’s plant. Due to the recently acquired company, there were some one time post-acquisition and merger expenses which also put some pressure on the bottom line. Your Company was also successful in turning around a loss-making asset in a very short period of time. In spite of the challenging year, EBITDA decreased by only 17% from Rs 4479.20 lacs in the previous year to Rs 3,718.04 lacs during the financial year 2016-17.

Profit after tax stood at Rs.1909.00 lacs as compared to Rs. 2,467.10 lacs in the previous year.

The Balance Sheet of the Company is also quite healthy with zero debt, reasonable working capital cycle and cash/liquid Investments valued at about Rs.35 crore based on NAV as on 31st March, 2017.

Your Directors consider Company’s performance as satisfactory.

NEW LOGO

Your Company is proud to inform that the management has adopted a new logo for the Company as a part of the ongoing evolution of business.

Over the last few years, your company has grown and changed dramatically and during FY 2015-16 your Company acquired Omnova Solutions India Pvt. Ltd., which immensely helped to expand the product basket. It was a perfect time to evaluate our company’s brand and logo to ensure it is in sync with who we are and where we are heading. After careful consideration, the Company chose a new logo the shape of which not onlyrepresents the letter "A” but also the upwardly mobile nature of the Company. At the same time, the curved stroke and colours used in gradient depict flexibility and adaptability which is essential for success. The colours green and blue symbolizes the importance of the eco-system and environment for our Company. We have also retained the same font and red colour of "apcotex” in the logo to ensure that we remember our roots and values.

III. MERGER

The Scheme of Amalgamation of wholly owned subsidiary viz. Apcotex Solutions India Private Limited with the Company was approved by the Honorable High Court, judicature at Bombay on 27^th October 2016 and was made effective from 1^st December 2016 with appointed date as 31^st March 2016, by filing the High Court order with Ministry of Corporate Affairs (MCA).

The Board of Directors of your Company on 31^st March 2017 has approved the Scheme of Amalgamation of Saldhar Investment and Trading Company Private Limited, the holding company of Apcotex Industries Limited (holding 51.10% paid-up share capital) with the Company from 31^st March 2017. Your Company is in process of making an application to Stock exchanges for their consent, before filing petition before National Company Law Tribunal (NCLT), Mumbai Bench.

IV. OUTLOOK

In light of the acquisition of Omnova Solutions India Private Limited in Financial Year (FY) 2015-16 and subsequent merger in 2016-17, the Company expects FY 2017-18 to be an exciting year in spite of a few challenges. The Company will explore introducing new products and focusing on exports as short term future growth drivers for the Company. In the medium to long term the Company is exploring adding new capacities for current products, new adjacent businesses as well as opportunities for inorganic growth.

With the Company’s continuous endeavour to enhance efficiencies at all levels and functions, your Directors view the prospects for the financial year 2017-18 with cautious optimism.

V. RISKS AND CONCERNS

The Company has laid down a well-defined Risk Management Framework covering the risk, risk exposure, potential impact and risk mitigation process. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company’s Risk Management Committee, periodically reviews the risks in the organization, identifies new risk areas, develops action plans and monitors and reports the compliance and effectiveness of the policy and procedure to the Audit Committee and Board.

The Audit Committee and Board review the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework.

The Company’s Board of Directors perceives the following risks as current high risks areas:

1) Credit Risk:

The management has adopted the stringent credit policy due to which the bad debts written off is only Rs.36.22 lacs - 0.11% of Sales Turnover during past 3 years. The credit period and the exposure limits are reviewed regularly. Taking the credit report of new customers and for existing customers once in 2-3 years to understand their credit worthiness. The supplies are stopped once the overdue outstanding exceeds the set limit. Deposits / bank guarantees are obtained from the dealers / consignment agents wherever necessary. The overdue outstanding list is reviewed by the seni or S ales Managers and Managing Director on a weekly basis. One of the largest customer in paper/paperboard segment is facing financial problem and overdue outstanding is about Rs.11 crore.

2) Procurement Risk:

Presently the Company is procuring major quantity of Butadiene from IOCL, OPAL and on availability basis from RIL and Haldia. Butadiene availability in India is now fairly sufficient. Styrene is not manufactured in India, hence completely imported and our quantities are large. Acrylonitrile (ACN) is also not manufactured in India, hence is completely imported but our quantities are small so we should be able to get this material. To mitigate the risk of availability of material, same are sourced from multi sources viz, bulk suppliers, dealers and imports.

A system has been set to constantly monitor inventories and prices. The company has maintained relation with domestic and overseas suppliers for regular supplies of materials.

3) Safety Risk:

The Company has several safety measures in place. Consent to operate for Taloja plant is valid upto 30^th March 2021. The Consent to operate Valia Plant is valid till 9^th November 2019. The safety committee meets regularly and conducts the mock drills to check the preparedness in the organization to face any eventuality. To track the compliances in the organization implemented software called Total Compliance which helps to escalate the non-compliance to higher-ups.

The Company has taken adequate Insurance policies for covering the floods, earthquake, and terrorism for appropriate amount.

4) Strike Risk:

The unionised workmen at Taloja Plant were on strike for 51 days in Q4 of FY 2016-17. A new action plan is being prepared to mitigate the risks faced during the strike period. Even though the impact is high it has been somewhat reduced due to the second manufacturing plant which allowed the Company to make some products in our other facility. There is no insurance policy to cover the loss of profit on account of strike.

VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal checks and controls covering operations of the Company are in place and are constantly being improved upon. Adequate system exists to safeguard company’s assets through insurance on reinstatement basis and maintenance of proper records. The company has well defined procedures to execute financial transactions.

Internal audit is being conducted by an independent firm of Chartered Accountants. The internal auditor monitors and evaluates the efficiency and adequacy of internal control systems in the organization, its compliance with operating systems, accounting procedures and policies of the Company. Based on the observations of the internal auditor, the process owners undertake the corrective actions and improvements in their respective areas. Significant audit observations and corrective actions thereupon are presented to the Audit Committee.

The Partners of both, Statutory and Internal Auditor attend all the Audit Committee meetings.

VII. DEVELOPMENT OF HUMAN RESOURCE / INDUSTRIAL RELATIONS

The company continuously monitors its Human Resource requirement to ensure that it has adequate human skills commensurate with its needs.

Cordial relations exist between the employees at various levels and the management.

To upgrade human skills and improve their efficiencies, the company continuously organizes workshops on different management areas and also deputes employees to external workshops and seminars. CAUTIONARY STATEMENT

Statement in this Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company’s operations include raw material availability and prices, cyclical demand, movements in company’s principal markets, changes in Government regulations, tax regimes, economic developments within and outside India and other incidental factors.

C. WIND POWER

The Wind Turbine Generator installed at Sadawaghapur, Taluka - Patan, District Satara, Maharashtra, has generated gross revenue of about Rs.135.00 lacs during the financial year (previous year Rs. 95.05 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 31^st March 2017 is Rs.1036.90 lacs, comprising of 2,07,37,984 equity shares of Rs.5/- each.

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 6 (six) 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, and Mrs. Priyamvada Bhumkar. 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 Regulation 16 (1) (b) of SEBI Listing Obligation and Disclosure Requirement (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Independent Directors under Section 149(7) of the Companies Act, 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of 16 (1) (b) of

SEBI (LODR) Regulations, 2015 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 8^th February 2017 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 Regulation 19 (4) read with Schedule II, Part - D of SEBI (LODR), Regulations, 2015, 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 and participation in the discussion and deliberation at the meeting, understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors, 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, Key Managerial Personnel (KMP) 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 to this Report.

IX. COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations or adverse remarks on disclaimers made by M/s. Kalyaniwalla & Mistry LLP, Chartered Accountant, 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 SEBI (LODR) Regulations, 2015. 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://www.apcotex.com/policy/ 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 in compliance with provision of section 177 (10) of Companies Act 2013 and Regulation 22 of SEBI (LODR) 2015. The details of same are 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 Regulation 34 (3) read with Schedule V of SEBI (LODR) Regulations, 2015 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. 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 activities, which could not be completed due to following reason, which has resultant into short fall in CSR spend to the extent of Rs.31.97 lacs for the financial year 2016-17.

1. Delay in inauguration of St. Jude’s new Centre at Cotton Green, Mumbai which was scheduled to be operational during April/May 2016, started its operation during March 2017.

2. The CSR Team was diverted this year due to integration of newly acquired company viz. Omnova Solutions India Private Limited, the ensuring merger process as well as the strike at the Taloja Plant

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 PROGRAMME FOR INDEPENDENT DIRECTORS

The company conducts the Familiarisation program when new Director(s) is/are appointed during the year. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarize them with the process, business and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Company’s Policy of conducting the Familiarisation Program has been disclosed on the website of the Company at http://www.apcotex.com/ policy/Familiarisation Programme Independent.pdf

G. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The insider trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and maintain the highest ethical standards of dealing in Company securities.

H. INTERNAL FINANCIAL CONTROLS

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. These are reviewed periodically and made part of work instructions or process in the company.

The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches them with the books of account. Explanations are sought for any variance noticed from the respective functional heads.

I. 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.

J. 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.

K. 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.

L. 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 2017-18.

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

Consent has been obtained from Maharashtra Pollution Control Board, to operate the plant at Taloja till 30th March 2021.

N. PERSONNEL

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

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of employees of your company is available for inspection by the members at registered office of the company during business hour on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the company secretary, whereupon a copy would be sent.

O. DIRECTORS & KEY MANAGERIAL PERSONNEL 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. Girish Choksey (DIN 00246196) 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.

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

P. AUDITORS

I. Pursuant to provisions of Section 139(1) of the Companies Act, 2013, M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration no. 104607W/W100166), 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 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 LLP, Chartered Accountants (Firm Registration no. 104607W/W100166), Mumbai, as Statutory Auditors of the Company for the financial year 2017-18 and to hold the office till the conclusion of the next Annual General Meeting during the year 2018.

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.

Q. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer of the Company, pursuant to the Regulation 17 (8) read with Schedule II of SEBI (LODR) Regulations, 2015, for the financial year 2016-17 under review was placed before the Board of Directors of the Company at its meeting held on 5^th May 2017.

R. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to State Bank of India, Standard Chartered Bank, Citi 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 Director Report.

FOR AND ON BEHALF OF THE BOARD

ATUL C CHOKSEY

CHAIRMAN

DIN:00002102

Mumbai: 5^th May 2017

---

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

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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

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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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Mar 31, 2010

The Directors have pleasure in presenting to you the Twenty-Fourth Annual Report of the Company and the audited Statements of Accounts for the year ended 31st March 2010.

COMPANY PERFORMANCE

FINANCIAL HIGHLIGHTS

Particulars 2009-10 2008-09 ( Rs. In Lacs) (Rs. In Lacs)

GROSS SALES 15681.96 11410.11

Gross Proft Before Depreciation, Interest and Tax after prior year adjustments 1504.68 948.49

Less: Depreciation 198.95 219.91

Interest 48.47 14.84

Provision for Tax 295.50 253.25

Adjustment for Deferred Tax Liability 128.97 12.10

Proft/ (Loss) for the Year 832.79 448.39

Add: Balance brought forward from Previous year 418.73 274.01

Disposable Proft (Loss) 1251.52 722.40

The Directors recommend the appropriation of the disposable proft as under:

Dividend on Equity Shares 259.22 221.09

Tax on Dividend 44.06 37.57

Transfer to General Reserve 85.00 45.00

Balance carried to Balance Sheet 863.24 418.74

1251.52 722.40

1. DIVIDEND

Your Directors have recommended a dividend of Rs.5.00 (Rupees Five) per Equity Share of Rs.10/- each (@50%). The Equity Dividend, if approved, will absorb a sum of Rs.259.22 lacs (excluding the dividend tax of Rs.44.06 lacs) out of net proft as above and will be paid to those shareholders whose names appear on the Register of Members on 16th July 2010.

2. MANAGEMENT DISCUSSION AND ANALYSIS

The company manufactures and markets Styrene Butadiene Rubber and Synthetic Rubber Latices.

I. CURRENT SCENARIO.

Your Company is one of the leading producers of polymer products namely Synthetic Latices (VP Latex, XSB latex, Nitrile Latex) and Synthetic Rubber (HSR, SBR) in India. The Company has one of the broadest range of products based on Styrene - Butadiene chemistry available in the market today and cater mainly to the industrial segment. Our range of Synthetic Latices is used among other applications, for tyre cord dipping, paper and paperboard coating, carpet backing, concrete modifcation/water proofng and textile

fnishing. The various grades of Synthetic Rubber fnd application in products such as footwear, automotive components, v-belts, conveyor belts and hoses.

The company’s major raw materials are petrochemicals and hence the business is vulnerable to high volatility of crude oil and its downstream product prices. Even though margins were under pressure, overall business climate improved during the year.

The company’s performance was satisfactory due to appropriate price increases to offset the increased cost of raw materials, addition of new value added products to our current range particularly for the Paper Board Coating Industry and better operational effciency.

The technology was developed and is being continuously upgraded through in-house Research and Development efforts to meet the changing needs of customers. Competition remains intense across most of the products.

The company manufactures and markets a range of polymer products viz. Styrene Butadiene Rubber, Synthetic Rubber Latices and Acrylic based Latices and over the next few years we expect good domestic growth in most of the industries we cater to - tyre cord dipping, paper and paperboard coating, carpet backing, concrete modifcation/ water proofing, textile fnishing and paint industries. We also envision good export prospects for some of our products.

II. OPERATIONS DURING THE YEAR.

During the year the Company achieved Gross Value Sales of Rs.15681.96 lacs and volume sale of 23428 MT, registering a growth of 37.44% and 66.32% respectively compared to that of the preceding fnancial year.

The prices of major raw materials Styrene and Butadiene softened during the beginning of the fnancial year and started firming up during the end of the fnancial year. V Packaging materials also registered signifcant increase.

During the financial year the company exported goods worth Rs.908 lacs compared to exports of Rs.355 lacs during the previous fnancial year.

There was a continuous thrust from the management to develop a strong R&D and technical service team to better understand the changing customer needs, improve product quality, productivity and process controls through technology up-gradation.

Operating profts before tax and depreciation during the year has increased by 77% to Rs.1160 Lacs from Rs. 649 Lacs during the previous fnancial year.

Other income, which includes dividend received on investments, export benefts and interest was at Rs.97 Lacs as compared to Rs.65 Lacs during previous fnancial year.

The proft after tax stood at Rs.833 Lacs as compared to Rs.448 Lacs in the previous fnancial year.

Your Directors consider Company’s performance as satisfactory.

III. OUTLOOK

From overall perspective, we expect 2010-11 to remain challenging in terms of volatilities in prices of major Inputs. However with overall growth of the economy, it will augur well for the Company.

The company will endeavour its best to bring in effciencies at all levels to mitigate any adverse situation. Accordingly your Director view the prospect for the year 2010-11 with cautious optimism.

IV. RISK AND CONCERNS.

Some of the major raw materials are directly imported or have USD based pricing. If the INR weakens against the USD or becomes highly volatile the currency effect is expected to be adverse.

Rising infation within the country will seriously affect disposable income levels of all consumers - both rural and urban. Uncertain consumer demand can also have an effect on the growth prospects of your company.

V. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY.

The company has successfully implemented an ERP system suitable to the needs of the company. Internal checks and controls based on this system is in place and constantly being improved upon. Adequate system exists to safeguard company’s assets through insurance and maintenance of proper records. The company has well defned procedures to execute financial transactions. The company is constantly improving its internal audit areas in the light of all encompassing ERP system introduced as mentioned above.

VI. DEVELOPMENT OF HUMAN RESOURCE / INDUSTRIAL RELATIONS.

The company continuously monitors its Human Resource requirement to ensure that it has adequate human skills commensurate with its needs. I

Cordial relations exist between the employees at various levels and the management.

To upgrade Human skills and improve their competency the company continuously organizes and deputes employees to Seminars, Workshops.

CAUTIONARY STATEMENT.

Statement in this Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward- looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company’s operations include raw material availability and prices, cyclical demand, movements in company’s principal markets, changes in Government regulations, tax regimes, economic developments within and outside India and other incidental factors.

3. BUYBACK OF SHARES

The Board of Directors in their meeting held on 16th October 2009 approved the scheme of buyback of shares through market operation, which commenced from 21st December 2009, for buyback of minimum 2,50,000 and maximum 4,00,000 equity shares at a price not exceeding Rs.90/- per share aggregating to Rs.360 Lacs. The Company had purchased and extinguished 3,42,856 shares, comprising of 85.71% of maximum buyback offer size before the end of the fnancial year 2009-10,at a weighted average price of Rs.88.75 per equity share.

The share price of company’s equity are traded well above the maximum price at which buyback offer was approved by Board of Directors i.e. Rs.90/- per share, since last couple of months. In view of this, the Board of Directors in their meeting held on 27th April 2010 have decided to pre-close the offer of buyback of shares since company has already bought more than minimum number of shares to be bought back as per buyback offer.

4. 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. The cost of project is Rs.650 lacs. The Wind Turbine Generator is expected to generate about 24,00,000 units per annum.

The electricity generated by Wind Turbine Generator will be used for captive consumption at Company’s Plant at Taloja, Maharashtra.

5. 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 fnancial year and of the profts 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.

6. FIXED DEPOSITS MATURED BUT NOT CLAIMED

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

One fxed deposits worth Rs.5,000/- matured, with accrued interest of Rs.224/- but were not claimed by the concerned depositors despite reminders.

7. INSURANCE

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

8. ECOLOGY AND SAFETY

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 effluents, 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. Necessary application had been made to Maharashtra Pollution Control Board to operate the plant at Taloja till 31st December 2014. The Certifcate is awaited.

9. 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.

10. BANKS

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

11. DIRECTORS

Shri. S.K.Lahiri, Director & CEO of the Company retires from the service of the Company as on 03rd June 2010, after 27 years of association with the Company. Your Directors wish to place on record their appreciation for his service and contribution made.

Mr. Atul Choksey, Mr. Amit Choksey and Dr. S. Sivaram, retire by rotation and being eligible, offer themselves for reappointment.

12. AUDITORS

The Company’s Auditors, M/s. Shah & Co., Chartered Accountants, retire 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: 27th April 2010