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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of APM Industries Ltd.

Mar 31, 2024

The Board of Directors are pleased to present the 50th (Fiftieth) Annual Report of the Company, together with the Audited Financial Statements for the financial year (âFYâ) ended March 31,2024.

1. FINANCIAL RESULTS

The Companyâs financial performance for the FY ended March 31,2024 is summarised below:-

	(Rs. in lakhs
Particulars	2023-24	2022-23
Revenue from Operations	29,985	36,049
Other Income	147	163
Total Revenue	30,132	36,212
Expenses
Operating Expenditure	28,732	32,312
Depreciation and amortization expense	762	703
Total Expenses	29,494	33,015
Profit before Finance Costs, Exceptional Items and Tax	638	3,197
Finance Costs	246	168
Profit before Exceptional Items and Tax	392	3,029
Profit Before Tax	392	3,029
Tax Expense (including deferred tax)	(25)	894
Profit After Tax	417	2,135
Other Comprehensive Income	24	(10)
Total Comprehensive Income	441	2,125
Earning per Share (Rs.)	1.93	9.88

2. STATE OF COMPANY AFFAIRS & OPERATIONS

The Company is engaged in the business of manufacturing and selling of manmade fibers yarn in India and operates in one segment only. During the FY 2023-24:-

â¢ Production of yarn maintained at 209 lakh kilograms as against 209 lakh kilograms in the previous year, there was no change in production of the Company during the year.

â¢ Revenue from operations decreased to Rs. 29,985 lakhs as against Rs. 36,049 lakhs in the previous year, which is decrease of 16.82%.

â¢ Profit before tax decreased to Rs. 392 lakhs as against Rs. 3,029 lakhs in the previous year, which is decrease of 87.06%.

â¢ Profit after tax decreased to Rs. 417 lakhs as against Rs. 2,135 lakhs in the previous year, which is decrease of 80.47%.

â¢ Basic and diluted EPS decreased to Rs. 1.93 as against Rs. 9.88 in the previous year, which is decrease of 80.47%.

The main reason for the decline in profitability is the subdued demand for the Companyâs products. Lack of export demand due to geopolitical tensions, recession and slowdown in Europe, Turkey, US and UK had an impact on the Companyâs

market which faced challenges in demand and pricing pressure leading to decline in overall revenue from operations.

The Company has charged depreciation on property, plant and equipment as per the provisions of Schedule of the Companies Act, 2013 (âthe Actâ). The Company has prepared its Financial Statements as per applicable provisions of IND-AS (Indian Accounting Standards) for the FY 2023-24.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

4. TRANSFER TO RESERVES

The Board of Directors does not transfer any amount out of the profit for the year under review to the general reserve.

5. EXPORTS

During the FY 2023-24, the Company has no exports because its thrust area is the domestic market, as its products are well recognized in the domestic market, and have better profitability there as compared to the export market.

6. DIVIDEND

Based on the Companyâs performance, your Directors are pleased to recommend a final dividend of Rs. 0.50/- (i.e. 25%) per equity share of Rs. 2/- each fully paid up. The payment of the final dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting (âAGMâ) of the Company and shall be subject to deduction of tax at source.

7. EXPANSION AND MODERNIZATION

Your Company continues its policy for modernization and up-gradation on a regular basis. During the year under review, the Company invested Rs. 10.82 crores for modernization of its production capacities. This will help to reduce operating cost, improve quality and increase profitability.

The production capacities remains 55296 spindles as at March 31,2024.

8. CAPITAL STRUCTURE Authorised Share Capital

The Authorised Equity Share Capital of the Company as at March 31, 2024 was Rs. 4,50,00,000/- (Rupees Four Crore and Fifty Lakh only) comprising of 2,25,00,000 (Two Crore and Twenty Five Lakh) equity shares of Rs. 2/- (Rupees Two) each and Preference Share Capital was Rs. 3,00,00,000/- (Rupees Three Crore only) comprising of 3,00,000 (Three Lakh) preference shares of Rs. 100/- (Rupees Hundred) each i.e. total authorized share capital of the Company was Rs. 7,50,00,000/-(Rupees Seven Crore and Fifty Lakh only).

Paid up Share Capital

The Paid-up Share Capital of the Company as at March 31, 2024 stands at Rs. 4,32,22,720/- (Rupees Four Crore Thirty Two Lakh Twenty Two Thousand Seven Hundred and Twenty only) comprising of 2,16,11,360 (Two Crore Sixteen Lakh Eleven Thousand Three Hundred and Sixty) equity shares of Rs. 2/- (Rupees Two) each fully paid up.

There has been no change in share capital of the Company during the FY 2023-24.

9. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesnât have any Subsidiary, Joint Venture or Associate Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL Cessation of Directors

During the year, below mentioned are ceased to be Directors of the Company:-

â¢ Shri Shri Gopal Rajgarhia (DIN: 00002245) ceased to be Non-Executive Director of the Company with effect from November 10, 2023, due to his demise. He joined the Board in the year 2000. He was a Member of the Audit Committee. The Board places on record its sincere appreciation for his valuable contribution and guidance towards the success of the Company, during his tenure as Non-Executive Director on the Board of the Company.

â¢ Shri Ram Ratan Bagri (DIN: 00275313) resigned as an Independent Director of the Company with effect from close of business hours of December 04, 2023. He joined the Board in the year 2003. He was a Member of the Audit Committee, Nomination and Remuneration Committee, Stakeholderâs Relationship Committee and Corporate Social Responsibility Committee. The Board places on record its sincere appreciation for his outstanding contribution towards the success of the Company, during his tenure as an Independent Director on the Board of the Company.

â¢ Shri Khushi Ram Gupta (DIN: 00027295) ceased to be an Independent Director of the Company with effect from close of business hours of March 31, 2024, upon completion of his second term of appointment as an Independent Director. He joined the Board in the year 1993. He was the Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholderâs Relationship Committee. The Board places on record its sincere appreciation for his outstanding contribution towards the success of the Company, during his tenure as an Independent Director on the Board of the Company.

Appointment of Directors

The Board of Directors at their meetings held on November 21, 2023 and January 10, 2024, based on the recommendations of the Nomination and Remuneration Committee, inter alia, approved the following appointments, respectively, to the Board of Directors of the Company, subject to the approval of the shareholders of the Company:-

â¢ Appointment of Shri Deepak Vishwanath Harlalka (DIN: 00170335) as an Additional Director in the category of Non-Executive, Non-Independent Director of the Company with effect from November 21,2023 and liable to be retire by rotation.

â¢ Appointment of Shri Manish Garg (DIN: 01324631) as an Additional Director in the category of Independent Director of the Company for a period of five years with effect from November 21, 2023 to November 20, 2028.

â¢ Appointment of Smt. Nirmala Bagri (DIN: 01081867) as an Additional Director in the category of Non-Executive, Independent Director of the Company for a period of five years with effect from January 10, 2024 to January 09, 2029.

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, all appointments of Independent Directors during the FY were made after due veracity of their experience, integrity, expertise and relevant

proficiency which will add tremendous value to the Board in exercising their role effectively.

The requisite declarations and eligibility confirmations under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) were received from Shri Deepak Vishwanath Harlalka, Shri Manish Garg and Smt. Nirmala Bagri for considering their appointment as Directors.

The appointment of Shri Deepak Vishwanath Harlalka, NonExecutive Director, Shri Manish Garg, Independent Director and Smt. Nirmala Bagri, Independent Director of the Company for the term as mentioned above was subsequently approved by the shareholders of the Company through ordinary/special resolutions, as required, which was passed with the requisite majority by way of postal ballot via remote e-voting on February 11, 2024. Details of the same are provided in the Report of Corporate Governance, forming part of this Annual Report.

Re-appointment of Directors

The Board of Directors at their meetings held on January 10, 2024, based on the recommendations of the Nomination and Remuneration Committee, inter alia, approved the following re-appointments to the Board of Directors of the Company, subject to the approval of the shareholders of the Company:-

â¢ Re-appointment of Shri Rajendra Kumar Rajgarhia (DIN: 00141766) as Whole time Director and Chairman of the Company for further period of three years with effect from June 01,2024 to May 31,2027.

â¢ Re-appointment of Shri Hari Ram Sharma (DIN: 00178632) as Managing Director of the Company for further period of three years with effect from June 01, 2024 to May 31,2027.

The requisite declarations and eligibility confirmations under the provisions of the Act and SEBI Listing Regulations were received from Shri Rajendra Kumar Rajgarhia and Shri Hari Ram Sharma for considering their re-appointment as Whole time Director and Managing Director respectively.

The appointment of Shri Rajendra Kumar Rajgarhia as Whole time Director and Chairman and Shri Hari Ram Sharma as Managing Director of the Company for the term as mentioned above was subsequently approved by the shareholders of the Company through special resolutions passed with the requisite majority by way of postal ballot via remote e-voting on February 11, 2024. Details of the same are provided in the Report of Corporate Governance, forming part of this Annual Report.

Retirement by rotation and subsequent re-appointment

In terms of Articles of Association of the Company and provisions of the Act, Shri Deepak Vishwanath Harlalka (DIN: 00170335), Non-Executive Director of the Company, is liable to be retire by rotation at the ensuing AGM and being eligible, offered himself for re-appointment. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment for consideration by the shareholders of the Company at the ensuing AGM as Non-Executive Director of the Company, liable to be retire by rotation. Brief profile of Shri Deepak Vishwanath Harlalka with other details as stipulated in Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI, are provided in the Notice convening the 50th AGM.

the Company for the FY 2023-24. The Secretarial Audit Report is attached as Annexure-1 to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, has reappointed M/s RSM & Co., Company Secretaries, as the Secretarial Auditors to conduct an audit of the secretarial records for the FY 2024-25, based on the confirmation of the eligibility and consent received from M/s RSM & Co. The Secretarial Auditor has confirmed that they are not disqualified to be appointed as such.

Cost Auditor

In terms of provisions of Section 148 read with Companies (Audit and Auditors) Rule, 2014, the Board of Directors of the Company, on recommendation of Audit Committee, had appointed Shri Naresh Kumar Goel, Cost Accountant (Membership No.: 9876), as the Cost Auditor of the Company for the FY 2023-24 at a remuneration of Rs. 55,000/- plus applicable taxes and reimbursement of out-of-pocket expenses incurred in this connection.

The Company has maintained cost records for certain products as specified by the Central Government under Section 148(1) of the Act. Shri Naresh Kumar Goel, the Cost Auditor, is in the process of carrying out the cost audit for applicable products during the FY 2023-24.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, re-appointed Shri Naresh Kumar Goel, Cost Accountant as the Cost Auditor of the Company to conduct the audit of cost records of applicable products for the FY 2024-25. Shri Naresh Kumar Goel, being eligible, has consented to act as the Cost Auditor of the Company for the FY 2024-25 and have confirmed that he is not disqualified to be appointed as such. The remuneration proposed to be paid to the Cost Auditor, subject to ratification by the members of the Company at the ensuing AGM.

Internal Auditor

In terms of provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company, on the recommendation of Audit Committee, re-appointed M/s M M Sharma & Co., Chartered Accountants (Firm Registration No.: 001797N), as an Internal Auditors of the Company, for the FY 2023-24. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Internal Auditorâs Reports.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, re-appointed M/s M M Sharma & Co., Chartered Accountants, as the Internal Auditors of the Company for the FY 2024-25. M/s M M Sharma & Co., being eligible, have consented to act as the Internal Auditors of the Company for the FY 2024-25.

Reporting of Frauds by Auditors

None of the Auditors of the Company has identified and reported any fraud as specified under the second proviso of Section 143(12) of the Act, therefore no disclosure is required under Section 134(3)(ca) of the Act.

13. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), with respect to Directorsâ Responsibility

Except as stated above, there was no change in the Directors or Key Managerial Personnel of the Company, during the year under review.

Declaration by Independent Directors

All the Independent Directors of the Company have given their declaration to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs. The Company has also received declaration from the Independent Directors that they have complied with the code of conduct of Directors and Senior Management. Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

Annual Performance Evaluation of the Board

The Board adopted a formal mechanism for evaluating its performance as well as of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees. The detailed process in which annual evaluation of the performance of the Board, its Chairperson, its Committees and of individual Directors is disclosed in the Corporate Governance Report attached to this Report.

Meetings of the Board

During the year, eight meetings of the Board of Directors were held. The details of the meetings of the Board and its Committees are provided in the Corporate Governance Report, attached to this Report.

11. DEPOSIT UNDER CHAPTER V OF THE COMPANIES ACT-2013

The Company has not invite/accept any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under the said Chapter.

12. AUDITORS AND AUDITORâS REPORT Statutory Auditors

In terms of the provisions of Section 139 of the Act, M/s Chaturvedi & Partners, Chartered Accountants (Firm Registration No.: 307068E), were re-appointed as Companyâs Statutory Auditors by the shareholders at their 48th AGM held on September 22, 2022, for second term of 5 (Five) consecutive years i.e. till the conclusion of the 53rd AGM of the Company, to be held in year 2027.

The Auditorsâ Report read together with Annexures referred to in the Auditorsâ Report for the FY ended March 31,2024 does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

In terms of provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, on recommendation of Audit Committee, had appointed M/s. RSM & Co. (ICSI Firm Registration No.: P1997DE017000), Company Secretaries, to undertake the Secretarial Audit of

Statement, it is hereby confirmed that:-

â¢ in the preparation of the annual accounts for the FY ended March 31,2024, the applicable accounting standards have been followed and there are no material departures from the same;

â¢ the Directors 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 FY i.e. March 31,2024 and of the profit of the Company for the FY ended March 31,2024;

â¢ the Directors 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;

â¢ the Directors have prepared the annual accounts on a going concern basis;

â¢ the Directors 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

â¢ the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is monitored by Internal Audit team of an external firm of Chartered Accountants.

The internal auditors of the Company conduct regular internal audits and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required.

15. CORPORATE SOCIAL RESPONSIBILITY

The Company has in place Corporate Social Responsibility Policy (âCSR Policyâ) which outlines the Companyâs philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations. The CSR Policy is disclosed on the Companyâs website at htfas://www.atmindustries.co.in/investors/.Â»olicies-codes/. In terms of Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Annual Report on Corporate Social Responsibility Activities for FY 2023-24 is attached as Annexure-2 to this Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

16. AUDIT COMMITTEE

As on date, the Audit Committee comprises of Shri Manish Garg, Chairman and Shri Deepak Vishwanath Harlalka, Smt. Nirmala Bagri and Smt. Uma Hada, Members of Committee.

All the recommendations made by Audit Committee were accepted by the Board of Directors.

Further, details on Audit Committee is provided in the Corporate Governance Report attached to this Report.

17. NOMINATION AND REMUNERATION POLICY

The Company has âNomination and Remuneration Policyâ for Directors, Key Managerial Personnel and Senior Management/ other employees of the Company, specifying criteria for determining qualifications, positive attributes, independence of a director and other matters which is disclosed on the website of the Company, web link for the same is https:// www.apmindustries.co.in/investors/policies-codes. The salient features of the Policy have been disclosed in the Corporate Governance Report forming an integral part of this Boardâs Report.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered by the Company during FY 2023-24 with related parties were in the ordinary course of business and on armâs length basis and were approved by the Audit Committee. The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee for the transactions which are repetitive in nature, in line with the Companyâs Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions (âRPT Policyâ). During the year, the Company had not entered into any materially significant transaction with related parties as defined in the RPT Policy. Accordingly, the disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is not applicable. Related Party disclosures have been disclosed in Note No. 54 to the Financial Statements forming part of the Annual Report. The RPT Policy is disclosed on the Companyâs website at https://www.apmindustries.co.in/investors/policies-codes/.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-3 to this Report.

20. RISK MANAGEMENT

The risk management framework is designed to identify, evaluate and assess business risks and their impact on Companyâs business. The risk assessment and minimization procedures are reviewed by the Board periodically to ensure that executive management controls risk through the mechanism of a properly defined framework. The framework is aimed at creating and protecting stakeholderâs value by minimizing threats and losses besides identifying and maximizing opportunities.

21. PARTICULARS OF EMPLOYEES

The disclosure required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-4 to this Report.

As per the provisions of Section 136(1) of the Act, the Annual Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of the ensuing Annual General Meeting.

22. ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the âInvestorsâ section of the Companyâs website and can be viewed at the following link:

https://www.apmindustries.co.in/investors/reports-returns/annual-returns/.

23. CORPORATE GOVERNANCE

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the Listing Regulations, is attached as Annexure-5 to this Report. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations, is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31,2024. A certificate from the Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the Managing Director and Chief Financial Officer confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as stipulated under Listing Regulations, is attached as Annexure-6 to this Report.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behavior in its business activities. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report and forms an integral part of this Report.

26. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

During the FY 2023-24, the Company has not given loans, guarantees and investments as per Section 186 of the Act.

27. COMPLIANCE WITH SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company has complied with the Secretarial Standard-1 on âMeetings of the Board of Directorsâ and Secretarial Standard-2 on âGeneral Meetingsâ issued by the Institute of Com-

pany Secretaries of India.

28. OTHER STATUTORY DISCLOSURES

â¢ During the year under review, the Company has not (i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities (ii) issued equity shares with differential rights as to dividend, voting or otherwise (iii) issued any sweat equity shares to its Directors or employees (iv) made any change in voting rights (v) reduced its share capital or bought back share (vi) changed the capital structure resulting from restructuring except split/sub division of equity shares (vii) failed to implement any corporate action.

â¢ The Companyâs securities were not suspended for trading during the year.

â¢ The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

â¢ No significant and material orders passed by the Regulators/Courts/Tribunals which impact the going concern status and Companyâs operations in future;

â¢ No instance of any one-time settlement with any Banks or Financial Institutions.

â¢ No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (âthe IBC, 2016â), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable.

â¢ There have been no material changes and commitment, affecting the financial position of the Company which occurred after the close of the FY 2024 till the date of this Report, other than those already mentioned in this Report.

29. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT. 2013

The Company has Zero Tolerance towards any action on the part of any employee which may fall under the ambit of âSexual Harassmentâ at workplace, and is fully committed to uphold and maintain the dignity of every woman working in the Company.

Hence, the Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further, the Company has also constituted Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No case has been reported during the year under review.

30. INVESTOR SERVICES

In its endeavor to improve investor services, your Company has taken the following initiatives:-

â¢ The Investors Section on the website of the Company www.apmindustries.co.in is updated regularly for information of the shareholders.

â¢ There is a dedicated e-mail id csapmindustriesltd @gmail.com for sending communications to the Company Secretary and Compliance Officer.

â¢ Disclosure made to the Stock Exchange are promptly uploaded on the website of the Company, as per requirement of Listing Regulations for information of the Investors.

Members may lodge their requests, complaints and suggestions on this e-mail as well.

31. ACKNOWLEDGEMENTS

The Board of Directors place on record sincere gratitude and appreciation for all the Employees of the Company. Our

consistent growth has been possible by their hard work, solidarity, co-operation and dedication during the year.

The Board conveys its appreciation for its Customers, Shareholders, Suppliers as well as Vendors, Bankers, Business Associates, Regulatory and Government Authorities for their continued support.

Mar 31, 2023

The Board of Directors are pleased to present the 49th (Forty-Ninth) Annual Report of the Company, together with the Audited Financial Statements for the financial year (FY) ended March 31, 2023.

1. FINANCIAL RESULTS

Particulars	(Rs in lakhs)
	2022-23	2021-22
Revenue from Operations	36,049	31,683
Other Income	163	142
Total Revenue	36,212	31,825
Expenses
Operating Expenditure	32,312	28,576
Depreciation and amortization expense	703	648
Total Expenses	33,015	29,224
Profit before Finance Costs, Exceptional Items and Tax	3,197	2,601
Finance Costs	168	280
Profit before Exceptional Items and Tax	3,029	2,321
Profit Before Tax	3,029	2,321
Tax Expense (including deferred tax)	894	846
Profit After Tax	2,135	1,475
Other Comprehensive Income	(10)	(5)
Total Comprehensive Income	2,125	1,470
Earning per Share (Rs.)	9.88	6.83

2. STATE OF COMPANY AFFAIRS & OPERATIONS

The Company is engaged in the business of manufacturing and selling of manmade fibers yarn in India and operates in one segment only. During the FY 2022-23:-

â¢ Production of yarn increased to 209 lakh kilograms as against 194 lakh kilograms in the previous year, which is an increase of 7.73%.

â¢ Revenue from operations increased to Rs. 36,049 lakhs as against Rs. 31,683 lakhs in the previous year, which is an increase of 13.78%.

â¢ Profit before tax increased to Rs. 3,029 lakhs as against Rs. 2,321 lakhs in the previous year, which is an increase of 30.50%.

â¢ Profit after tax increased to Rs. 2,135 lakhs as against Rs. 1,475 lakhs in the previous year, which is an increase of 44.75%.

â¢ Basic and diluted EPS increased to Rs. 9.88 as against Rs. 6.83 in the previous year, which is an increase of 44.66%.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

4. TRANSFER TO RESERVES

The Board does not transfer any amount out of the profit for the year under review to the general reserve.

5. EXPORTS

During the FY 2022-23, the Company has no exports because its thrust area is the domestic market, as its products are well recognized in the domestic market, and have better profitability there as compared to the export market.

6. DIVIDEND

Based on the Companyâs performance, your Directors are pleased to recommend a final dividend of Rs. 1.60/- (i.e. 80%) per equity share of Rs. 2/- each fully paid up. The payment of the final dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting of the Company and shall be subject to deduction of tax at source.

7. EXPANSION AND MODERNIZATION

Your Company continues its policy for modernization and up-gradation on a regular basis. During the year under review, the Company invested Rs. 17.65 crores for modernization of its production capacities. This will reduce operating cost, improve quality and increase profitability.

The production capacities remains 55680 spindles as at March 31, 2023.

8. CAPITAL STRUCTURE Authorised Share Capital

The Authorised Equity Share Capital of the Company as at March 31, 2023 was Rs. 4,50,00,000/- (Rupees Four Crore and Fifty Lakh only) comprising of 2,25,00,000 (Two Crore and Twenty Five Lakh) equity shares of Rs. 2/- (Rupees Two) each and Preference Share Capital was Rs. 3,00,00,000/- (Rupees Three Crore only) comprising of 3,00,000 (Three Lakh) preference shares of Rs. 100/- (Rupees Hundred) each i.e. total authorized share capital of the Company was Rs. 7,50,00,000/- (Rupees Seven Crore and Fifty Lakh only).

Paid up Share Capital

The Paid-up share capital of the Company as at March 31, 2023 stands at Rs. 4,32,22,720/- (Rupees Four Crore Thirty Two Lakh Twenty Two Thousand Seven Hundred and Twenty only) comprising of 2,16,11,360 (Two Crore Sixteen Lakh Eleven Thousand Three Hundred and Sixty) equity shares of Rs. 2/-(Rupees Two) each fully paid up.

There has been no change in share capital of the Company during the FY 2022-23.

9. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesnât have any subsidiary, joint venture or associate Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment, Re-appointment and Resignation

Shri Shri Gopal Rajgarhia, Non-Executive Director will retire at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment to the members in the ensuing AGM. Brief resume of Shri Shri Gopal Rajgarhia with other details as stipulated in Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), are provided in the Notice convening the 49th AGM.

During the period under review, there was no event of resignation of Directors and Key Managerial Personnel of the Company. Declaration by Independent Directors

All the Independent Directors of the Company have given their declaration to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs. The Company has also received declaration from the Independent Directors that they have complied with the code of conduct of

Directors and Senior Management. Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

Annual Performance Evaluation of the Board

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees. The detailed process in which annual evaluation of the performance of the Board, its Chairperson, its Committees and of individual Directors is disclosed in the Corporate Governance Report attached to this Report.

Meetings of the Board

During the year, six meetings of the Board of Directors were held. The details of Board/Committee Meetings and the attendance of Directors are provided in the Corporate Governance Report, attached to this Report.

11. DEPOSIT UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company did not invite/accept any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under the said Chapter.

12. AUDITORSâ & AUDITORâS REPORTS Statutory Auditors

The reports of Statutory Auditors on Financial Statements for the FY 2022-23 forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditorsâ Reports.

Secretarial Auditor

In terms of provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. RSM & Co. (ICSI Firm Registration No.: P1997DE017000), Company Secretaries, in its meeting held on August 02, 2022, to undertake the Secretarial Audit of the Company for the FY 2022-23. The Secretarial Audit Report is attached as Annexure-1 to this report and does not contain any qualification, reservation or adverse remark or disclaimer.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed M/s RSM & Co., Company Secretaries, as the Secretarial Auditors to conduct an audit of the secretarial records for the FY 2023-24. M/s RSM & Co., being eligible, have consented to act as the Secretarial Auditors of the Company for the FY 2023-24.

Cost Auditor

In terms of provisions of section 148 read with Companies (Audit and Auditors) Rule, 2014, the Board had appointed Shri Naresh Kumar Goel, Cost Accountant (Membership No.: 9876), in its meeting held on August 02, 2022, to undertake the cost audit for applicable business during the FY 2022-23.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, have re-appointed Shri Naresh Kumar Goel, Cost Accountant as the Cost Auditor of the Company to conduct the audit of cost records of applicable products for the FY 2023-24. Shri Naresh Kumar Goel, being eligible, have consented to act as the Cost Auditors of the Company for the FY 2023-24. The remuneration proposed to be paid to the Cost Auditors, subject to ratification by the members of the Company at the ensuing AGM.

Internal Auditor

In terms of provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of Directors at its meeting held on May 17, 2022, on the recommendation of Audit Committee, has re-appointed M/s M M Sharma & Co., Chartered Accountants (Firm Registration No.: 001797N), as an Internal Auditors of the Company, for the FY 2022-23. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Internal Auditorsâ Reports.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed M/s M M Sharma & Co., Chartered Accountants, as the Internal Auditors of the Company for the FY 2023-24. M/s M M Sharma & Co., being eligible, have consented to act as the Internal Auditors of the Company for the FY 2023-24.

13. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:-

â¢ in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

â¢ the Directors 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 i.e. March 31, 2023 and of the profit and loss of the Company for the year ended March 31, 2023;

â¢ the Directors have prepared the annual accounts on a going concern basis;

â¢ the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

Based on the framework of internal financial controls for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the Financial Year 2022-23; and

â¢ the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. INTERNAL FINANCIAL CONTROLS

15. DETAILS OF FRAUDS REPORTED BY AUDITORS

None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act, therefore no disclosure is required under Section 134(3)(ca) of the Act.

16. DISCLOSURES OF SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There is no significant or material orders passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company has in place Corporate Social Responsibility Policy (âCSR Policyâ) which outlines the Companyâs philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations. The CSR Policy is disclosed on the Companyâs website at https://www.apmindustries.co.in/investors/ policies-codes/. In terms of Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Annual Report on Corporate Social Responsibility Activities for FY 2022-2023 is attached as Annexure-2 to this Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

18. AUDIT COMMITTEE

As on date, the Audit Committee comprises of Shri Khushi Ram Gupta, Chairman and Shri Shri Gopal Rajgarhia, Shri Ram Ratan Bagri and Smt. Uma Hada, Members of Committee.

All the recommendations made by Audit Committee were accepted by the Board of Directors.

Further, details on Audit Committee is provided in the Corporate Governance Report attached to this Report.

19. NOMINATION AND REMUNERATION POLICY

The Company has Nomination and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Schedule II, Part D of the Listing Regulations, web link for the same is https://www.apmindustries.co.in/investors/ policies-codes/. The salient features of the Policy have been disclosed in the Corporate Governance Report forming integral part of this Boardâs Report.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered by the Company during FY 2022-23 with related parties were in the ordinary course of business and on armâs length basis and were approved by the Audit Committee. The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee for the transactions which are repetitive in nature, in line with the Companyâs Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions (âRPT Policyâ). During the year, the Company had not entered into any materially significant transaction with related parties as defined in the RPT Policy. Accordingly, the disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is not applicable. Related Party disclosures have been disclosed in Note No. 52 to the Financial Statements forming part of the Annual Report. The RPT Policy is disclosed on the Companyâs website.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed details as required under Section 134(3) (m) of the Act, read with Rule 8(3) the Companies (Accounts) Rules, 2014, are annexed as Annexure-3 to this Report.

22. RISK MANAGEMENT

23. PARTICULARS OF EMPLOYEES

The disclosure required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-4 to this Report.

24. ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the âInvestorsâ section of the Companyâs website and can be viewed at the following link: https:// www.apmindustries.co.in/investors/reports-returns/annual-returns.

25. CORPORATE GOVERNANCE

The Corporate Governance philosophy of the Company is a reflection of principles entrenched in our values and policies and also embedded in our day-to-day business practices, leading to value-driven growth. Aligning itself to this philosophy, the Company has placed Corporate Governance on a high priority. A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the Listing Regulations, is attached as Annexure-5 to this Report. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations, is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31, 2023. A certificate from the Managing Director confirming the same is attached to the Corporate Governance Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as stipulated under Listing Regulations, is attached as Annexure-6 and forms part of this Report.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report and forms an integral part of this Report.

28. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS During the FY 2022-23, the Company has not given loans, guarantees and investments as per Section 186 of the Act.

29. MATERIAL CHANGES AND COMMITMENTS

No material changes or commitment has occurred after the close of the FY 2022-23 till the date of this Report, which affects the financial position of the Company.

30. COMPLIANCE WITH SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company has complied with the Secretarial Standard-1 on âMeetings of the Board of Directors'' and Secretarial Standard-2 on âGeneral Meetings'' issued by the Institute of Company Secretaries of India.

31. OTHER STATUTORY DISCLOSURES

of equity shares (vii) failed to implement any corporate action.

â¢ The Company''s securities were not suspended for trading during the year.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has Zero Tolerance towards any action on the part of any employee which may fall under the ambit of âSexual Harassment'' at workplace, and is fully committed to uphold and maintain the dignity of every woman working in the Company. Hence, the Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the

Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

No case has been reported during the year under review.

33. INVESTOR SERVICES

In its endeavor to improve investor services, your Company has taken the following initiatives:-

â¢ The Investors Section on the website of the Company www.apmindustries.co.in is updated regularly for information of the shareholders.

â¢ There is a dedicated e-mail id csapmindustriesltd@gmail.com for sending communications to the Company Secretary and Compliance Officer

â¢ Disclosure made to the Stock Exchange are promptly uploaded on the website of the Company, as per requirement of Listing Regulations for information of the Investors.

Members may lodge their requests, complaints and suggestions on this e-mail as well.

34. AWARDS AND ACCOLADES

During the year, the Company has been awarded the following:-

â¢ National Energy Conservation Award, in appreciation of the achievements in Energy Conservation in Textiles Sector for the year - 2022 presented by Government of India, Ministry of Power at New Delhi; and

â¢ Rajasthan Energy Conservation Award (âThird Prizeâ), in appreciation of the achievements in Energy Conservation in Textiles Sector for the year - 2022 presented by Energy Minister, Government of Rajasthan at Jaipur.

35. ACKNOWLEDGEMENTS

The Board of Directors place on record sincere gratitude and appreciation for all the employees of the Company. Our consistent growth has been possible by their hard work, solidarity, cooperation and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board

Rajendra Kumar Rajgarhia

Place : New Delhi Chairman

Dated : August 08, 2023 DIN : 00141766

Mar 31, 2018

BOARDSâ REPORT TO THE MEMBERS

The Directors hereby present the 44^th Annual Report of the Company, together with the Audited standalone and consolidated financial statements for the financial year ended March 31, 2018. FINANCIAL SUMMARY

The statements of accounts have been prepared in accordance with Indian Accounting Standards (IND AS) which have been made applicable to the Company w.e.f April 1, 2017 as per rules laid down in this regard. Accordingly, accounts of the Company have been restated w.e.f April 1, 2016 (being comparative year for the current financial year) as per the IND AS requirements.

The highlights of the âStandalone Financial Resultsâ are as under:

	Particulars	(Rs in Lakhs)
		2017-18	2016-17
	Total Revenue	28,464	25,837
	Total Expenses	26,662	23,519
	Profit before tax	1,802	2,318
	Less: Tax (including deferred tax)	548	715
	Profit for the period	1,254	1,603
	Other Comprehensive income	(1)	(4)
	Total comprehensive profit for the year	1,253	1,599
	Retained earnings:-
	Balance brought forward	10,273	9,063
	Total Comprehensive income for the year	1,254	1,603
	Equity Dividend	(108)	(324)
	Tax on equity dividend	(22)	(69)
	Balance carried forward	11,397	10,273
The highlights of the âConsolidated Financial Resultsâ are as
under:
	Particulars	(Rs in Lakhs)
		2017-18	2016-17
	Total Revenue	28,495	25,847
	Total Expenses	26,664	23,527
	Profit before tax	1,831	2,320
	Less: Tax (including deferred tax)	555	716
	Profit for the period	1,276	1,604
	Other Comprehensive income	(1)	(4)
	Total comprehensive profit for the year	1,275	1,600
	Retained earnings:-
	Balance brought forward	10,274	9,063
	Total Comprehensive income for the year	1,275	1,604
	Equity Dividend	(108)	(324)
	Tax on equity dividend	(22)	(69)
	Balance carried forward	11,419	10,274

ii. Retirement by Rotation: - In accordance with the provisions of the Companies Act, 2013 and applicable Regulations issued by the Securities & Exchange Board of India, Shri Hari Ram Sharma (DIN: 00178632), Managing Director of the Company will retire by rotation at the forthcoming Annual General Meeting (âAGM'') and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. The brief resume and others details as required under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 are provided in the Notice of Annual General Meeting of the Company.

iii. Revision in remuneration: - The Board of Directors in its Meeting held on August 6, 2018, on the recommendation of Nomination and Remuneration Committee at its Meeting held on the same day, approved revision in terms of remuneration of Shri Rajendra Kumar Rajgarhia, Chairman and Shri Hari Ram Sharma, Managing Director of the Company for a period of three years i.e., from June 1, 2018 to May 31, 2021. Revision in terms of remuneration of Shri Rajendra Kumar Rajgarhia, Chairman and Shri Hari Ram Sharma, Managing Director of the Company, as per the details provided in the Notice convening the Annual General Meeting, is recommended for the approval of members.

iv. Board/Directorsâ Evaluation: - The Board has carried out an annual performance evaluation of its own performance, its committees and individual Directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board evaluation issued by the Securities and exchange Board of India on January 5, 2017. The annual performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. Pursuant to the provisions of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has carried out evaluation of every Director''s performance. The Independent Directors, in a separate meeting, has also carried out the performance evaluation of the Non-Independent Directors and the Board as a whole and of the Chairman of the company and has reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process. The performance evaluation criteria for independent directors are disclosed in the section on the corporate governance of the annual report.

AUDITORS

STATUTORY AUDITORS

At the 43rd Annual General Meeting of the Company held on September 25, 2017, pursuant to the provisions of the Act and the Rules made there under, M/s. Chaturvedi & Partners, Chartered Accountants (Firm Registration No. 307068E), were appointed as Statutory Auditors of the Company from the conclusion of the 43rd AGM until the conclusion of the 48th Annual General Meeting of the Company, at such remuneration and terms and conditions as may be decided by the Board of Directors of the Company, subject to ratification of their appointment at every AGM, if so required under the Act. M/s. Chaturvedi & Partners, Chartered Accountants have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act. The Audit Report of M/s. Chaturvedi & Partners, Chartered Accountants on the Financial Statements of the Company for the Financial Year 2017-18 is a part of the Annual Report. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

-Ministry of Corporate Affairs (MCA) vide its notification dated May 7, 2018, omitted the requirement of ratification of Auditor''s appointment by members at every Annual general Meeting. SECRETARIAL AUDIT

The Company has received the Observation Letter from BSE Limited containing no adverse observation regarding draft scheme of arrangement, which is posted on the Company''s website at the given link http://apmindustries.co.in/scheme-of-arrangement/

PUBLIC DEPOSIT

Your company has not accepted any public deposits during the Financial Year and as such, no amount of principal or interest was outstanding as on March 31, 2018.

DIVIDEND

Your Directors recommend a final dividend of Rs 1/- per equity share on face value of Rs 2/- each (50%) for the financial year 2017 - 18 (Previous year 100%), subject to approval of the members. DIRECTORSâ RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year i.e. March 31, 2018 and of the profit and loss of the company for that period;

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

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

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

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal control systems in place, and also has reasonable assurance on authorizing, recording and reporting transactions of its operations. The Company has a well-placed, proper and adequate internal controls environment, commensurate with its size, scale and complexities of its operations. The Company had already developed and implemented a framework for ensuring internal controls over financial reporting. Internal control systems are an integral part of your Company''s Corporate Governance structure. These have been designed to provide reasonable assurance with regard to inter-alia a. recording and providing reliable financial and operational information; b. complying with the applicable statutes; c. safeguarding assets from unauthorized use; d. executing transactions with proper authorization, and ensuring compliance with corporate policies e. Prevention and detection of Frauds / errors; f. Continuous updating of IT systems. The Company''s management has assessed the effectiveness of the Company''s internal control over financial reporting as of March 31, 2018. Your Company has appointed M/s TN Chaturvedi & Co., Chartered Accountants; New Delhi to assess the effectiveness of internal financial controls of the Company. The Company''s internal financial controls were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Declaration by Independent Directors: - The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee has been constituted in terms of Section 178 of the Act and Regulation 20 of the Listing Regulations for redressal of Shareholders and Investors complaints and other shareholders related issues. The details pertaining to the composition, meetings and terms of reference of the committee are included in the Report on Corporate Governance which forms part of this Annual Report.

- RISK MANAGEMENT COMMITTEE

The Board has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The details pertaining to the composition, meetings and terms of reference of the committee are included in the Report on Corporate Governance which forms part of this Annual Report.

The Risk Management Policy may be accessed on the Company''s website at the link http://apmindustries.co.in/Annual%20Reports/Policy-RM.pdf VIGIL MECHANISM

The Company has a Whistle Blower Policy to deal with instances of unethical behavior, actual or suspected fraud or violation of the company''s code of conduct. The Policy on Vigil Mechanism / Whistle Blower may be accessed on the Company''s website at thelink http://apmindustries.co.in/Annual%20Reports/Policy-WBM.pdf RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. All related party transactions during the year 2017-18 are disclosed in Form No. AOC - 2 in ANNEXURE - V to this Report. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company''s website at the link http://apmindustries.co.in/Annual%20Reports/Policy-RPT.pdf PREVENTION OF SEXUAL HARASSMENT

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The policy may be accessed on the Company''s website at the link http://apmindustries.co.in/Annual%20Reports/Policy-PSH.pdf.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

POLICY FOR DETERMINING MATERIALITY FOR DISCLOSURES

This policy applies to disclosure of events affecting APM Industries limited. The policy may be accessed on the Company''s website at the link http://apmindustries.co.in/Annual%20Reports/Policy-DME.pdf

DOCUMENTS RETENTION AND ARCHIVAL POLICY

This policy deals with retention and archival of corporate records of APM Industries Limited. The policy may be accessed on the Company''s website at the link http://apmindustries.co.in/ Annual%>20Reports/Policy-PQD.pdf

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Secretarial Audit of the Company for the financial year ended March,31, 2018. The Report of the Secretarial Audit Report (MR - 3) is annexed herewith as ANNEXURE - II to this Report.

COST AUDITOR

Pursuant to Section 148 of the Act read with the Rules made thereunder, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. The Board has, on the recommendation of the Audit Committee, re-appointed Shri Naresh Kumar Goel, Cost Accountant (Membership No. 9876), to audit the cost accounts of the Company for Financial Year 2018-19. As required under the Act, the remuneration payable to the Cost Auditors is required to be placed before the Members in the general meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to Shri Naresh Kumar Goel, Cost Accountant, is included at item no. 6 of the Notice of the AGM.

INTERNAL AUDITOR

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board of Directors has re-appointed M/s MM Sharma & Co., Chartered Accountant, Delhi as an Internal Auditors of the Company, for the financial year 2018-19.

BOARD MEETINGS

The Board of Directors duly met 7 (Seven) times in respect of which proper notices were given and the proceedings were properly recorded and signed. The details of the Board Meetings and attendance of Directors are provided in the Report on Corporate Governance, which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations.

COMMITTEES OF THE BOARD

Currently the Board have five committees, they are:

- AUDIT COMMITTEE

The Company has in place an Audit Committee in terms of the requirements of Section 177 of the Act read with the Rules made thereunder and Regulation 18 of the Listing Regulations. The details pertaining to the composition, meetings and terms of reference of the committee are included in the Report on Corporate Governance which forms part of this Annual Report

- CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a Corporate Social Responsibility Committee. The details pertaining to the composition, meetings and terms of reference of the committee are included in the Report on Corporate Governance which forms part of this Annual Report.

The brief outline of the (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year annexed herewith as ANNEXURE - III to this Report. The Policy on Corporate Social Responsibility may be accessed on the Company''s website at the link http:// apmindustries.co.in/Annual%20Reports/Policy-CSR.pdf

- NOMINATION AND REMUNERATION (NRC) COMMITTEE

The Nomination and Remuneration Committee''s role and terms of reference are in compliance with provisions of Section 178 of the Act and Regulation 19 read with Part D of the Schedule of the Listing Regulations, as amended from time to time. The details pertaining to the composition, meetings and terms of reference of the committee are included in the Report on Corporate Governance which forms part of this Annual Report. The Nomination and Remuneration Policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel annexed herewith as ANNEXURE - IV to this Report.

The policy may be accessed on the Company''s website at the link http://apmindustries.co.in/Annual%20Reports/Policy-NRC.pdf

STATEMENT

Certain statements in the âBoard''s Report & Management Discussion and Analysisâ describing the Company''s views about the Industry, expectations/ predictions, objectives etc., may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the Statement. Company''s operations may inter-alia affect with the supply and demand stipulations, input prices and their availability, changes in Government regulations, taxes and other factors such as Industrial relations and economic developments etc.

GENERAL

No significant or material orders were passed by the regulators or Courts or Tribunals which impact the going concern status and Company''s operation in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed details as required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are annexed as ANNEXURE - VI to this Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of remuneration paid to the employees as required to be disclosed under section 197(12) of the Act read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, are set out in ANNEXURE - VII to this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ANNEXURE - VIII to this Report. CORPORATE GOVERNANCE

As per SEBI LODR Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, is annexed herewith as ANNEXURE - IX to this Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management''s Discussion and Analysis Report for the year 2017-18 under review, as stipulated under Regulation 34(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

No material changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the company to which the financial statements relate, i.e. Change in nature of business No changes has been made in nature of business carried out by March 31, 2018 and the date of the Board''s Report.

APPRECIATION

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board

Rajendra Kumar Rajgarhia

Place : New Delhi Chairman

Dated : August 6, 2018 DIN : 00141766

Mar 31, 2016

TO THE MEMBERS

The Directors are pleased to present the 42^nd Annual Report together with the audited financial statements for the financial year ended March 31, 2016.

FINANCIAL RESULTS (Rs. In lacs)

	2015-16	2014-15
Gross Revenue	27072	31601
Profit before depreciation and tax	3354	3171
Less: Depreciation	296	296
- Profit before income tax	3058	2875
- Less: Income Tax	1048	990
- Net profit for the year	2010	1885
Add: Balance brought forward	4226	4041
from the previous year
Amount available for appropriation	6236	5926
Appropriations:
- Total Dividend	757	583
- Corporate Dividend Tax	154	117
- General reserve	500	1000
- Balance carried forward to	4825	4226
Balance Sheet
Total	6236	5926

OPERATIONS

During the year 2015-16, the production of Synthetic Blended Yarn was marginally lower i.e. 176 lac kg as compared to 184 lac kg., in 2014-15 and the gross revenue decreased by 14.34% from Rs.316 crores to Rs.271 crores in 2015-16. The gross revenue decreased due to reduction in sale volume and price of finished products. However, the profit were higher because of reduction in raw material prices. Your company achieved a net profit Rs.20.10 crores in 2015-16, as against Rs.18.85 Crores during the previous year, which is higher by 6.63%.

The earnings per share for the year 2015-16 was Rs.9.30, as compared to the previous yearâs Rs.8.72.

TRANSFER TO RESERVES

An amount of Rs.5.00 crores has been transferred to General Reserve for the Financial Year 31^st March, 2016.

EXPORTS

The export turnover decreased to Rs.258 lacs from Rs.477 lacs in the previous year due to Global recession.

EXPANSION AND MODERNIZATION

The company continues to modernize its plant and machinery and add balancing equipment. The production capacity increased from 50336 to 52976 Spindles during the Financial Year 2015-16.

The company has planned to replace 7632 spindles, along with other balancing machinery for modernization of plant & machinery and up-gradation of Effluent Treatment Plant to the level of Zero Liquid Discharge in the year 2016-17. This would enable the company to improve productivity as well as quality of its products and fulfill requirement under Rajasthan Pollution Control Act.

SUBSIDIARY

The Company has incorporated a wholly owned subsidiary, in the name of APM Finvest Limited for entering into non-banking finance, lending and investment business. The application for seeking Certificate of NBFC Registration from the Reserve Bank of India is under process. The Company has subscribed the 20,00,000 equity shares of Rs.10/- each of APM Finvest Limited on 17^th June, 2016.

PROSPECTS

The companyâs performance in the current year is expected to be satisfactory.

PUBLIC DEPOSIT

Our company has not accepted any public deposits during the Financial Year and as such, no amount of principal or interest was outstanding as on March 31, 2016.

DIVIDEND

Your Directors in their meetings held on November 6, 2015 and March

11, 2016 had paid interim dividends @ 75% i.e. Re.1.50 per equity share and @ 100% i.e. Rs.2.00 per equity share respectively. The total dividend for financial year 2015-16 is 175% i.e. Rs.3.50 per equity share. DIRECTORSâ RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards had been followed and there are no material departures from the same;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable Financial and Operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies.

The Company uses ERP (Enterprise Resource Planning) system to record data for accounting and to connect to different locations for efficient exchange of information. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. In accordance with the provisions of the Act and the Article of association of the Company, Smt Uma Hada was appointed as an Additional Director of the Company w.e.f. 8^th April, 2015 in order to comply with the requirement of having a woman director in the Board. She holds office as a Director up to the date of the 41^st Annual General Meeting of the Company and her appointment as Non Executive Independent Director has also been approved by the members in the 41^st Annual General Meeting.

ii. During the year, Shri R L Toshniwal, has resigned from the Directorship of the Company w.e.f. 5^th August, 2015. Your Directors place on record their sincere appreciation for the services rendered by him, during his tenure on the Board.

iii. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

iv. As per the provisions of Companies Act, 2013, Shri S G Rajgarhia retires by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. The Board recommends his re-appointment.

v. During the year, w.e.f 20^th May, 2015, Shri F.C. Goel, Company Secretary of the Company resigned from the services of the Company. Consequent to the resignation of Shri F.C. Goel, the Board appointed Miss Jyoti Upadhyay as the Company Secretary of the Company w.e.f 20^th May, 2015.

vi. Pursuant to the provisions of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has carried out evaluation of every Director''s performance. The Independent Directors, in a separate meeting, has also carried out the performance evaluation of the Non-Independent Directors and the Board as a whole and of the Chairman of the company and has reviewed the performance of the Secretarial Department. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. The Directors expressed their satisfaction with the evaluation process.

AUDITORS

STATUTORY AUDITORS

At the Annual General meeting held on 25^th September, 2014, M/s Chaturvedi & Co., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the 43^rd Annual General Meeting, subject to annual ratification by the members at the Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules there under. Accordingly, the appointment of M/s Chaturvedi & Co., Chartered Accountant as statutory auditors of the Company is placed for ratification by the shareholders. In this regard the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shri Pradip Kumar Muduli, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year ended 31.03.2016. The Report of the Secretarial Audit Report is annexed herewith as ANNEXURE - I to this Report.

COST AUDITOR

Pursuant to provisions of Section 148 of the Companies Act, 2013, the Board of Directors has re-appointed Shri N K Goel, Cost Accountant, Delhi as Cost Auditor of the Company, for the financial year 2016-17.

INTERNAL AUDITOR

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Board of Directors has re-appointed M/s VCG & Co., Chartered Accountant, Delhi as Internal Auditors of the Company, for the financial year 2016-17.

AUDITORS REPORT

The Auditorsâ Report read with notes to the financial statements is self-explanatory and does not call for any further explanations by the Board. The Auditorâs Report does not contain any qualification, reservation or adverse remark.

BOARD MEETINGS

The Board of Directors duly met 6 (Six) times in respect of which proper notices were given and the proceedings were properly recorded and signed. The Board has complete access to all information with the Company. All Board meetings are governed by a structured agenda which is backed by comprehensive background information.

COMMITTEES OF THE BOARD

Currently the Board has five committees, they are:

- AUDIT COMMITTEE

The Audit Committee meets at due intervals to conduct the required business. The Committee comprises of Independent Directors, namely, Shri K R Gupta (Chairman), Shri R R Bagri, Shri S G Rajgarhia and Smt Uma Hada, as other members.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange.

- CSR COMMITTEE

The Corporate Social Responsibility Committee comprises of three members. Shri R K Rajgarhia is the Chairman and the other members of the Committee are Shri R R Bagri and Shri H R Sharma. The Annual Report on CSR activities is annexed herewith marked as ANNEXURE - II to this Report.

- NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of three members. Shri K R Gupta is the Chairman and the other members of the Committee are Shri R K Rajgarhia and Shri R R Bagri. The policies of the Company are attached herewith marked as ANNEXURE - III to this Report.

- STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee comprises of three members. Shri K R Gupta is the Chairman and the other members of the Committee are Shri R R Bagri and Shri H R Sharma. The Committee looks into the mechanism of redressal of grievances of shareholders.

- RISK MANAGEMENT COMMITTEE

The Risk Management Committee comprises of three members. Shri R R Bagri is the Chairman and the other members of the Committee are Shri H R Sharma and Shri C S Vijay. The Committee is analyzing and managing the opportunity and threats faced by the company.

COMPANY POLICIES

i) CORPORATE SOCIAL RESPONSIBILITY

The Policy on Corporate Social Responsibility may be accessed on the Companyâs website at the link http://apmindustries.co.in/ Annual%20Reports/Policy-CSR.pdf.

ii) RISK MANAGEMENT POLICY

Risk Management is continuous process of analyzing and managing the opportunities and threats faced by the Company in its efforts to achieve its goals and to ensure the continuity of the business. The Risk Management Policy may be accessed on the Companyâs website at the link http://apmindustries.co.in/ Annual%20Reports/Policy-RM.pdf.

iii) VIGIL MECHANISM

The Company has a Whistle Blower Policy to deal with instances of unethical behavior, actual or suspected fraud or violation of the companyâs code of conduct. The Policy on Vigil Mechanism / Whistle Blower may be accessed on the Companyâs website at the link http://apmindustries.co.in/Annual%20Reports/PoMcy-WB.pdf.

iv) RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an armâs length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. All related party transactions during the year 2015-16 are disclosed in Form No. AOC - 2 in ANNEXURE - IV. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Companyâs website at the link http://apmindustries.co.in/ Annual%20Reports/Policy-PT.pdf.

v) PREVENTION OF SEXUAL HARASSMENT

The policy may be accessed on the Companyâs website at the link http://apmindustries.co.in/Annual%20Reports/Policy-PSH.pdf. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

vi) NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy may be accessed on the Companyâs website at the link http://apmindustries.co.in/Annual%20Reports/ Policy-NR.pdf.

vii) POLICY FOR DETERMINING MATERIALITY FOR DISCLOSURES

This policy applies to disclosure of events affecting APM Industries limited. The policy may be accessed on the Companyâs website at the link http://apmindustries.co.in/Annual%20Reports/Policy-DME.pdf.

viii) DOCUMENTS RETENTION AND ARCHIVAL POLICY

This policy deals with retention and archival of corporate records of APM Industries Limited. The policy may be accessed on the Companyâs website at the link http://apmindustries.co.in/ Annual%20Reports/Policy-PQD.pdf.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed details as required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are annexed as ANNEXURE - V to this Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ANNEXURE - VII.

CORPORATE GOVERNANCE

The Company has implemented Corporate Governance practices. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance as ANNEXURE - VIII to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managementâs Discussion and Analysis Report for the year 2015-16 under review, as stipulated under Regulation 34(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

STATEMENT

Statements in the Boardâs Report and the Management Discussion & Analysis describing the Companyâs objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

GENERAL

No significant or material orders were passed by the regulators or Courts or Tribunals which impact the going concern status and Companyâs operation in future.

APPRECIATION

The Directors acknowledge that the performance of the Company during the year 2015-16 could be made possible only with the collective contribution and excellent performance of the Associates both in terms of operational parameters and also at the market place. The Directors express their appreciation for the support received from Associates of the Company, Shareholders, Vendors, Customers and other Stakeholders.

For and on behalf of the Board

S G RAJGARHIA HARI RAM SHARMA

Palce : New Delhi Director Managing Director

Dated : July 22, 2016 DIN : 00002245 DIN : 00178632

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 41st Annual Report together with the audited accounts for the financial year ended March 31, 2015.

FINANCIAL RESULTS (Rs. In lacs)

2014-15 2013-14

Gross Revenue 31601 30744

Profit before depreciation and tax 3171 3792

Less: Depreciation 296 465

- Profit before income tax 2875 3327

- Less: Income Tax 990 1185

- Net profit for the year 1885 2142

Add: Balance brought forward 4041 3407

from the previous year

Amount available for appropriation 5926 5549

Appropriations:

- Dividend:

- Interim Dividend 583 216

- Final Dividend - 216

- Total Dividend 583 432

- Corporate Dividend Tax 117 76

- General reserve 1000 1000

- Balance carried forward to 4226 4041

Balance Sheet

Total 5926 5549

OPERATIONS

During the year 2014-15, the production of Synthetic Blended Yarn was marginally lower i.e. 184 lac kg as compared to 185 lac kg in 2013-14 and the gross revenue increased by 3% from Rs.307 crores to Rs.316 crores in 2014-15.

Your company achieved a net profit Rs.18.85 crores in 2014-15, which is marginally lower than last year which was due to uncertainty in the market because of decreasing trend in the prices of the Petroleum Products.

The earnings per share for the year 2014-15 was Rs.8.72, as compared to the previous year's Rs.9.91.

EXPORTS

The export turnover increased to Rs.477 lacs from Rs.266 lacs in the previous year.

EXPANSION AND MODERNIZATION

The company continues to modernize its Plant and Machinery and add balancing equipment. This would enable the company to improve productivity and widen its product range and improve the quality of its products.

PROSPECTS

The company's performance in the current year is expected to be satisfactory.

PUBLIC DEPOSIT

Our company has not accepted any public deposits during the Financial Year and as such, no amount of principal or interest was outstanding as on March 31, 2015.

DIVIDEND

Your Directors in its meetings held on November 7, 2014 and April 8, 2015 had paid interim dividends @ 50% i.e. Re.1.00 per equity share and @ 85% i.e. Rs.1.70 per equity share respectively. The total dividend for financial year 2014-15 is 135% i.e. Rs.2.70 per equity share.

DIRECTORSÂ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed and there are no material departures from the same;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link http://www.apmindustries.co.in/Annual%20Reports/csr.pdf. The Annual Report on CSR activities is annexed herewith marked as ANNEXURE - I to this Report.

The Company aims to achieve through CSR programmes one or more of the following -

1. Supporting rural development, promoting education, providing healthcare including preventive health care, providing sanitation and drinking water, creating livelihoods for people, especially those from disadvantaged sections of society, in rural and urban India, preserving and promoting sports.

2. To develop the required capability and self-reliance of beneficiaries at the grass roots, especially of women, in the belief that these are prerequisites for social and economic development.

3. To engage in affirmative action, interventions such as skill building and vocational training, to enhance employability and generate livelihoods for persons from disadvantaged sections of society.

4. To pursue CSR Programmes primarily in areas that falls within the economic vicinity of the Company's operations to enable close supervision and ensure maximum development impact.

5. To carry out CSR Programmes in relevant local areas to fulfill commitments arising from requests by government / regulatory authorities and to earmark amounts of monies towards "Corporate Social Responsibility (CSR)" activities and to spend such monies through CSR Cells of such administrative bodies of the government and / or directly by way of developmental works in the local areas around which the Company operates.

RISK MANAGEMENT POLICY

Risk Management is continuous process of analyzing and managing the opportunities and threats faced by the Company in its efforts to achieve its goals and to ensure the continuity of the business. During the year, your Directors have constituted a Risk Management Committee. The Risk Management Committee has formulated and recommended to the Board, a Risk Management Policy which has been approved by the Board. The Risk Management Policy may be accessed on the Company's website at the link http://www.apmindustries.co.in/Annual%20Reports/rmp.pdf.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable Financial and Operational information, complying with applicable statutes, safeguarding assets from authorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies.

The Company uses ERP (Enterprise Resource Planning) system to record data for accounting and connects to different locations for efficient exchange of information. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. In accordance with the provisions of the Act and the Article of association of the Company, Smt Uma Hada was appointed as an Additional Director of the Company w.e.f. 08.4.2015 in order to comply with the requirement of having a woman director in the Board. She holds office as a Director up to the date of the ensuing Annual General Meeting and is eligible for appointment as an independent Non-executive Director.

ii. Shri R L Toshniwal retires by rotation and has not offered himself for reappointment because of indifferent health. Your Directors place on record their sincere appreciation for the services rendered by him, during his tenure on the Board.

iii. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

iv. Pursuant to the provisions of the Companies Act,, 2013 and clause 49 of the Listing Agreement, the Nomination and Remuneration Committee has carried out evaluation of every Director's performance. The Independent Directors, in a separate meeting, has also carried out the performance evaluation of the Non-Independent Directors and the Board as a whole and of the Chairman of the company and has reviewed the performance of the Secretarial Department. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. The Directors expressed their satisfaction with the evaluation process".

v. The Board has, on the recommendation of Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policies of the Company in this regard are attached herewith marked as Annexure - II to this Report.

AUDITORS

STATUTORY AUDITORS

At the Annual General meeting held on 25th September, 2014, M/s Chaturvedi & Co., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the 43rd Annual General Meeting, subject to annual ratification by the members at the Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules there under. Accordingly, the appointment of M/s Chaturvedi & Co., Chartered Accountant as statutory auditors of the Company is placed for ratification by the shareholders. In this regard the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shri Pradip Kumar Muduli, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as ANNEXURE - III to this Report.

AUDITORS REPORT

The Auditors' Report read with notes to the financial statements is self-explanatory and does not call for any further explanations by the Board. The Auditor's Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES AUDIT COMMITTEE

The Audit Committee meets at due intervals to conduct the required business. The Committee comprises of Independent Directors, namely, Shri K R Gupta (Chairman), Shri R R Bagri, Shri S G Rajgarhia and Smt Uma Hada, as other members.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange.

CSR COMMITTEE

The Corporate Social Responsibility Committee compromises of Shri R K Rajgarhia, (Chairman). The other members of the Committee are Shri R R Bagri and Shri H R Sharma.

VIGIL MECHANISM

The Company has a Whistle Blower Policy to deal with instances of unethical behavior, actual or suspected fraud or violation of the company's code of conduct. The Policy on Vigil Mechanism / Whistle Blower may be accessed on the Company's website at the link http://www.apmindustries.co.in/Annual%20Reports/vbm.pdf.

BOARD MEETINGS

The Board of Directors duly met 4 (Four) times in respect of which proper notices were given and the proceedings were properly recorded and signed.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed details as required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are annexed as ANNEXURE - IV to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of remuneration paid to the employees as required to be disclosed under section 197(12) of the Act read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, are set out in ANNEXURE - V attached hereto and form part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ANNEXURE - VI.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. All related party transactions during the year 2014-15 are disclosed in Form No. AOC - 2 in ANNEXURE - VII. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company's website at the link http://www.apmindustries.co.in/Annual%20Reports/rptp.pdf.

CORPORATE GOVERNANCE

The Company has implemented Corporate Governance practices. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance as ANNEXURE - VIII to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year 2014-15 under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

CREDIT RATING

The Company's credit rating impute by rating agency as given below:

Facilities Rating1

Long Term Bank Facilities CARE BBB [Triple B Plus]

Short Term Bank Facilities CARE A2 [A TWO]

STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

GENERAL

The Company has formulated a policy on Prevention of Sexual Harassment approved by the Board. The policy may be accessed on the Company's website at the link http://www.apmindustries.co.in/ Annual%20Reports/shp.pdf. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No significant or material orders were passed by the regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued cooperation and best wishes in our Endeavour to steer your company towards greater heights.

For and on behalf of the Board

New Delhi R K RAJGARHIA August 5, 2015 Chairman & Managing Director

Mar 31, 2014

TO THE MEMBERS

The Directors have pleasure in presenting the 40th Annual Report and Audited Accounts for the year ended on March 31, 2014.

FINANCIAL RESULTS (Rs. In lacs) 2013-14 2012-13

Gross Revenue 30744 29252

Profit before depreciation and tax 3792 3768

Less: Depreciation 465 468

- Profit before income tax 3327 3300

- Less: Income Tax 1185 1094

- Net profit for the year 2142 2206

Add: Balance brought forward 3407 2603 from the previous year

Amount available for appropriation 5549 4809

Appropriations: Dividend

Interim Dividend 216 130

Proposed Dividend 216 216

Total Dividend 432 346

Corporate Dividend Tax 76 56

General reserve 1000 1000

Balance carried forward to 4041 3407 Balance Sheet

Total 5549 4809

OPERATIONS

During the year 2013-14, the production of Synthetic Blended Yarn increased to 185 lac kg from 166 lac kg in 2012-13, up 11% and the net revenue increased 5% from Rs.293 crores to Rs.307 crores. Your company achieved a net profit Rs.21.42 crores in 2013-14, which is slightly lower than last year due to provision of deferred tax liability. The earnings per share for the year 2013-14 is Rs.9.91, as compared to the previous year''s Rs.10.21.

EXPORTS

The export turnover increased to Rs.266 lacs from Rs.159 lacs in the previous year.

EXPANSION AND MODERNIZATION

The company continues to modernize its Plant and Machinery and add balancing equipment. This would enable the company to improve productivity and widen its product range and improve the quality of its products.

PROSPECTS

The company''s performance in the current year is expected to be satisfactory.

DIVIDEND

Your Directors in its meeting held on November 8, 2013 had paid an interim dividend @ 50% i.e. Re.1.00 per equity share. The Board of Directors have now recommended a final dividend of 50% i.e. Rs.1.00 per equity share of Rs.2/- each, subject to the approval of the shareholders. The total dividend for financial year 2013-14 is 100% i.e. Rs. 2.00 per equity share.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

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

PARTICULARS OF EMPLOYEES

Particulars of remuneration paid to the employees as required to be disclosed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), are set out in Annexure - II attached hereto and form part of this Report.

DIRECTORS

Shri K R Gupta retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. A brief resume is given in the Notice to the Annual General Meeting. Your Directors recommend his re-appointment at the ensuing Annual General Meeting in the overall interest of the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and Notes to the Accounts are self explanatory.

2. 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 or loss of the Company for that period.

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

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

AUDIT COMMITTEE

The Audit Committee meets at due intervals to conduct the required business. At present the Committee comprises of Shri K R Gupta (Chairman), Shri R R Bagri (Member) as independent Directors and Shri S G Rajgarhia (Member) as Non Executive Director. The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange.

AUDITORS

M/s Chaturvedi & Co., Chartered Accountants, the auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A certificate under section 224(1 B) of the Companies Act, 1956 confirming their eligibility has been obtained from them. Your Directors recommend that they be reappointed by the members at the 40th Annual General Meeting.

AUDITORS REPORT

The Auditors'' Report read with notes to the financial statements is self-explanatory and does not call for any further explanations by the Board.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges are annexed as Annexure - III to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis on the matters relating to the business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued cooperation and best wishes in our endeavour to steer your company towards greater heights.

For and on behalf of the Board

New Delhi R K RAJGARHIA May 21, 2014 Chairman & Managing Director

Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting the 39th Annual Report and Audited Accounts for the year ended on March 31, 2013.

FINANCIAL RESULTS (Rs. In lacs)

2012-13 2011-12

Gross Revenue 29255 25982

Profit before depreciation and tax 3768 2413

Less: Depreciation 468 462

- Profit before income tax 3300 1951

- Less: Income Tax 1094 691

- Net profit for the year 2206 1260

Add: Balance brought forward 2602 2493

from the previous year

Amount available for appropriation 4808 3753

Appropriations:

- Dividend

- Interim Dividend 130

- Proposed Dividend 216 130

- Total Dividend 346 130

- Corporate Dividend Tax 56 21

- General reserve 1000 1000

- Balance carried forward to 3406 2602

Balance Sheet

Total 4808 3753

OPERATIONS

During the year 2012-13, the production of Synthetic Blended Yarn, increased to 166 lac kg from 154 lac kg in 2011-12 up by 8% and the net revenue increased by 12% from Rs. 259 crores to Rs. 293 crores. Your company achieved a 75% growth in net profit from Rs.12.60 crores to Rs. 22.06 crores.

The earnings per share for the year 2012-13 is Rs.10.21 as compared to the previous year''s Rs. 5.83.

EXPORTS

Your company''s products had a good demand in the domestic market with better margins. Therefore, the export turnover declined to Rs. 159 lacs from Rs. 1443 lacs in the previous year. In the current year also the trend is expected to continue.

EXPANSION AND MODERNIZATION

The company continues to modernize its Plant and Machinery and add balancing equipment. This would enable the company to improve productivity and widen its product range and improve the quality of its products.

PROSPECTS

The company''s performance in the current year is expected to be satisfactory.

DIVIDEND

Your Directors in its meeting held on November 12, 2012 had paid an interim dividend @ 30% i.e. Rs. 0.60 per equity share. The Board of Directors have now recommended a final dividend of 50% i.e. Rs. 1.00 per equity share of Rs. 21- each, subject to the approval of the shareholders. The total dividend for financial year 2012-13 is 80% i.e. Rs. 1.60 per equity share.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO.

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

PARTICULARS OF EMPLOYEES

Particulars of remuneration paid to the employees as required to be disclosed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), are set out in Annexure - II attached hereto and form part of this Report.

DIRECTORS

Shri R R Bagri retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. A brief resume is given in the Notice to the Annual General Meeting. Your Directors recommend his re-appointment at the ensuing Annual General Meeting in the overall interest of the company. DIRECTORS'' RESPONSIBILITY STATEMENT In compliance of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and Notes to the Accounts are self explanatory.

2. 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 or loss of the Company for that period.

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

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

AUDIT COMMITTEE

The Audit Committee meets at due intervals to conduct the required business. At present the committee comprises of Shri K R Gupta (Chairman), Shri R R Bagri (Member) as independent Directors and

Shri S G Rajgarhia (Member) as Non Executive Director. The composition, role, functions and powers of the Audit Committeare in accordance with the applicable laws and the listing agreements with the Stock Exchange.

AUDITORS

M/s Chaturvedi & Co., Chartered Accountants, the auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A certificate under section 224(1 B) of the Companies Act, 1956 confirming their eligibility has been obtained from them. Your Directors recommend that they be reappointed by the members at the 39''" Annual General Meeting.

AUDITORS REPORT

The Auditors'' Report read with notes to the financial statements is self-explanatory and does not call for any further explanations by the Board.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges are annexed as

Annexure - III to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis on the matters relating to the business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued cooperation and best wishes in our endeavour to steer your company towards greater heights.

For and on behalf of the Board

New Delhi R K RAJGARHIA

May 7, 2013 Chairman & Managing Director

Mar 31, 2012

The Directors have pleasure in presenting the 38th Annual Report and Audited Accounts for the year ended on March 31, 2012.

FINANCIAL RESULTS (Rs. In lacs)

2011-12 2010-11

Gross Sales 25982 24362

Profit before depreciation and tax 2413 2666

Less: Depreciation 462 471

Profit before income tax 1951 2195

Less: Income Tax 691 813

Net profit for the year 1260 1382

Add: Balance brought forward 2493 2262

from the previous year Amount available for appropriation 3753 3644

Appropriations: -

- Proposed Dividend 130 130

- Corporate Dividend Tax 21 21

- General reserve 1000 1000

- Balance carried forward to 2602 2493 Balance Sheet

Total 3753 3644

OPERATIONS

During the year, profitability was under pressure due to general recession, especially in the textiles industry. The demand both in the local and export markets was low. The total revenues recorded a growth of 6.65% from Rs. 24362 Lacs to Rs. 25982 lacs, while Net profit achieved was at Rs. 1260 Lacs as against Rs. 1382 Lacs during the previous year.

The earnings per share for the year 2011-12 works out to Rs. 5.83 as compared to the previous year's Rs. 6.39.

EXPORTS

During the year 2011-12, the export turnover was Rs. 1443 Lacs, as against Rs. 2217 lacs during 2010-11.

EXPANSION AND MODERNIZATION

The Company continues to modernize its Plant and Machinery and add some balancing equipment. This would enable the company to widen its product range and improve the quality of its products. PROSPECTS

The cotton fibre prices have stabilized at higher levels. This will help the man-made fibre industry by way of higher demand and better realization. The company should perform better in the current year subject to unforeseen circumstances.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 30% i.e. Rs. 0.60 per fully paid equity shares of Rs. 2/- each for the year ended March 31, 2012 for consideration of the members at the forthcoming Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

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

PARTICULARS OF EMPLOYEES

The statement showing particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), is not given as no employee was in receipt of remuneration equal to or exceeding Rs. 60,00,000/- (Rupees sixty lacs only) per annum, if employed for the full year or Rs. 5,00,000/- (Rupees five lacs only) per month, if employed for a part of the year.

DIRECTORS

Shri R L Toshniwal retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. A brief resume is given in the Notice to the Annual General Meeting. Your Directors recommend his re-appointment at the ensuing Annual General Meeting in the overall interest of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, your

Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and Notes to the Accounts are self explanatory.

2. 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 or loss of the Company for that period.

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

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

AUDIT COMMITTEE

The Audit Committee meets at due intervals to conduct the required business. At present the committee comprises of Shri K R Gupta (Chairman) and Shri R R Bagri (Member) as independent Directors and Shri S G Rajgarhia (Member) as Non Executive Director.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange.

AUDITORS

M/s Chaturvedi & Co., Chartered Accountants, the auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A certificate under section 224(1B) of the Companies Act, 1956 confirming their eligibility has been obtained from them. Your Directors recommend that they be reappointed by the members at the 38th Annual General Meeting.

AUDITORS REPORT

The Auditors' Report read with notes to the financial statements is self-explanatory and does not call for any further explanations by the Board.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges are annexed as Annexure - II to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis on the matters relating to the business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued cooperation and best wishes in our Endeavour to steer your company towards greater heights.

For and on behalf of the Board

New Delhi R K RAJGARHIA

August 1, 2012 Chairman & Managing Director

Mar 31, 2011

TO THE MEMBERS

The Directors have pleasure in presenting the 37th Annual Report and Audited Accounts for the year ended on March 31, 2011.

FINANCIAL RESULTS (Rs. In lacs)

2010-11 2009-10

Gross Sales 24350 19686

Profit before depreciation and tax 2666 1420

Less: Depreciation 471 455

Profit before income tax 2195 965

Less: Income Tax 813 305

Net profit for the year 1382 660

Add: Balance brought forward 2262 2717 from the previous year

Amount available for appropriation 3644 3377

Appropriations: -

- Proposed Dividend 130 -

- Corporate Dividend Tax 21 -

- General reserve 1000 1115

- Balance carried forward to 2493 2262 Balance Sheet

Total 3644 3377

OPERATIONS

During the year 2010-11, your company's performance has improved significantly. The net profit recorded a growth of 109% from Rs. 660 lacs to Rs.1382 lacs while the turnover grew by 24% from Rs. 19686 lacs to Rs. 24350 lacs. Favourable market conditions and a better product-mix contributed to the increase in profits.

The earnings per share for the year 2010-11 works out to Rs. 6.39 as compared to previous year's Rs. 3.05.

EXPORTS

During the year 2010-11, the export turnover was Rs. 2217 lacs, as against Rs.1970 lacs during 2009-10.

EXPANSION AND MODERNIZATION

The Company continues to modernize its Plant and Machinery under Technology Upgradation Fund Scheme (TUFS). The company proposes to install some balancing equipments which would enable the company to widen its product range.

PROSPECTS

The raw materials i.e. Polyester, Viscose and Acrylic prices have shown a downward trend from the end of April 2011. The reduction is gradual and continuous. Due to this our customers have restricted their purchases. However, raw material prices are expected to stabilize soon. This should help the textile industry to perform better in the long run.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 30% i.e. Rs.0.60 per fully paid equity shares of Rs.2/- each for the year ended March 31, 2011 for consideration of the members at the forthcoming Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

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

PARTICULARS OF EMPLOYEES

The statement showing particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), is not given as no employee was in receipt of remuneration equal to or exceeding Rs. 60,00,000/- (Rupees sixty lacs only) per annum, if employed for the full year or Rs. 5.00,000/- (Rupees five lacs only) per month, if employed for a part of the year.

DIRECTORS

Shri S G Rajgarhia retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. A brief resume is given in the Notice to the Annual General Meeting. Your Directors recommend his re-appointment at the ensuing Annual General Meeting in the overall interest of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and Notes to the Accounts are self explanatory.

2. 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 or loss of the Company for that period.

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

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

AUDIT COMMITTEE

The Audit Committee meets at due intervals to conduct the required business. At present the committee comprises of Shri K R Gupta (Chairman) and Shri R R Bagri (Member) as independent Directors and Shri S G Rajgarhia (Member) as Non Executive Director.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange.

AUDITORS

M/s Chaturvedi & Co., Chartered Accountants, the auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A certificate under section 224(1B) of the Companies Act, 1956 confirming their eligibility has been obtained from them. Your Directors recommend that they be reappointed by the members at the 37th Annual General Meeting.

AUDITORS REPORT

The Auditors' Report read with notes to the financial statements is self- explanatory and does not call for any further explanations by the Board.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges are annexed as Annexure - II to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis on the matters relating to the business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued cooperation and best wishes in our endeavour to steer your company towards greater heights.

For and on behalf of the Board

R K RAJGARHIA Chairman & Managing Director

New Delhi July 29, 2011

Mar 31, 2010

The Directors have pleasure in presenting the 36th Annual Report and Audited Accounts for the year ended on March 31, 2010.

FINANCIAL RESULTS (Rs. In lacs)

2009-2010 2008-2009

Gross Sales 19686 18399

Profit before depreciation and tax 1420 599

Less: Depreciation 455 439

Profit before income tax 965 160

Less: Income Tax 305 54

Net profit for the year 660 106

Add: Balance brought forward from the previous year 2717 2611

Amount available for appropriation 3377 2717

Appropriations: -

- General reserve 1115 -

- Balance carried forward to Balance Sheet 2262 2717

3377 2717

OPERATIONS

The performance of the company continues to be satisfactory. The net profit registered an increase of 523 percentage from Rs.106 lacs to Rs.660 lacs while the turnover grew by 7 percentage from Rs.18,399 lacs to Rs.19,686 lacs. The main contributors to the increase of profits was the product mix and a favourable market.

The earnings per share increased from Rs.2.46 to Rs.15.26 over the previous year

EXPORTS

Your Companys export turnover decreased marginally from previous year, from Rs.1996 Lacs to Rs.1970 Lacs.

EXPANSION AND MODERNIZATION

The Company continues to modernize its Plant and Machinery under Technology Upgradation Fund Scheme (TUFS). The company proposes to install some balancing equipments which would help manufacture more value added products. The total capacity of the company as on 31.03.2010 is 50336 spindles.

PROSPECTS

The Company expects to improve both sales and profitability in the current year as a result of expansion-cum-modemizatjon programme and better market conditions.

DIVIDEND

In view of the need to conserve financial resources, no dividend has been recommended by the Board of Directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

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

PARTICULARS OF EMPLOYEES

During the year under report, the relations between the companys management and its staff/workers continued to remain cordial. The Directors place on record their deep appreciation of the devoted services of the workers, staffs and executives.

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), the particulars of employees of the company who were in receipt of remuneration of Rs.2,00,000/- (Rupees Two Lacs only) per month or more are annexed as Annexure - II to this Report.

DIRECTORS

Shri K R Gupta, retires by rotation at the Annual General Meeting and being eligible, offers himseives for re-appointment. A brief resume is given in the Notice to the Annual General Meeting. Your Directors recommend his re-appointment at the ensuing Annual General Meeting in the overall interest of the company.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable ac- counting standards have been followed and Notes to the Accounts are self explanatory.

2. 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 or loss of the Company for that period.

3. That they have taken proper and sufficient care for the mainte- nance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDIT COMMITTEE

The Audit Committee meets at due intervals to conduct the required business. At present the committee comprises of Shri K R Gupta (Chairman) and Shri R R Bagri (Member) as independent Directors and Shri S G Rajgarhia (Member) as Non Executive Director.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the listing agreements with the Stock Exchange.

AUDITORS

M/s Chaturvedi & Co., Chartered Accountants, the auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offerthemselvesfor re-appointment. A certificate under section 224(1 B) of the Companies Act, 1956 confirming their eligibility has been obtained from them. Your Directors recommend that they be reappointed by the members at the 36" Annual General Meeting.

AUDITORS REPORT

The Auditors Report read with notes to the financial statements is self- explanatory and does not call for any further explanations by the Board.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges are annexed as Annexure - HI to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis on the matters relating to the business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

APPRECIATION

Your Directors gratefully acknowledge the whole hearted support given by the customers, suppliers, shareholders, employees, governments, financial institutions, banks, and we look forward to their continued cooperation and best wishes in our endeavour to steer your company towards greater heights.

For and on behatf of the Board

New Delhi R K RAJGARHIA

August 3, 2010 Chairman & Managing Director

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