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சென்செக்ஸ் 78,205.98 +0.82% ↑ நிஃப்டி 24,288.15 +1.08% ↑ தங்கம் ₹ 15,050/gm வெள்ளி ₹ 3,00,000/kg பெட்ரோல் ₹ 101.06 டீசல் ₹ 92.61 கச்சா எண்ணெய் $ 92.18 USD ₹ 91.96

Apex Frozen Foods Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2024

Your Director''s have pleasure in presenting the 12th Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2024.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2024, is summarized below:

(Rs. in Lakhs)
Particulars	2023-24	2022-23
Revenue from Operations	80,410.32	1,07,030.13
Other Income	318.84	172.12
Total Income	80,729.16	1,07,202.25
Profit Before Interest, Depreciation & Tax(EBITDA)	4,443.33	8,476.58
Interest	1,005.85	1,471.33
Depreciation	1,481.76	1,942.60
Profit before Tax	1,955.72	5,062.65
Current Tax	308.16	1,411.29
Deferred Tax	187.64	63.95
Total Tax Expenses	495.80	1,475.24
Net Profit for the period after tax	1,459.93	3,587.41
Earnings per share	4.67	11.48

OVERVIEW OF FINANCIAL PERFORMANCE

During the year under review, your company has reported total income including net revenue and other income at Rs. 80,729.16 Lakhs as against Rs. 1,07,202.25 Lakhs in the previous year.

At the EBITDA level, the company reported a profit of Rs. 4443.33 Lakhs for the current year as compared with Rs. 8,476.58 Lakhs in the previous year. Profit after tax for the current year stood at Rs. 1459.93 Lakhs as compared with Rs. 3,587.41 Lakhs in the previous year.

DIVIDEND

The Board has recommended a dividend of Rs. 2.00/- per Equity Share of Rs. 10.00/- each (20% of face value) for the year ended March 31, 2024. This payment is subject to your approval at the ensuing 12th Annual General Meeting of the Company.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company''s website viz. https:// apexfrozenfoods.in/wp-content/uploads/2021/12/dividend-distribution-policy.pdf.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the company to the Investor Education and Protection Fund (âIEPFâ).

In terms of the foregoing provisions of the Act, there are no amounts due to be credited to Investor Education and Protection Fund in accordance with Section 125 of the Companies Act, 2013, as at the year end.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2023-24 of the Company and the date of the report.

TRANSFER TO RESERVES

During the year under review, no amount has transferred to General Reserve.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

SHARE CAPITAL

The Authorised Share Capital of the Company as on date of Balance Sheet is Rs.36,00,00,000/- divided into 3,60,00,000 equity shares of 10/- each.

The paid up share capital of the company as on date of balance sheet is Rs.31,25,00,000/- divided into 3,12,50,000 equity shares of 10/- each.

(a) Change in the capital structure of the Company

There was no change in the capital structure of the company

(b) Status of Shares

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31, 2024 100% of the Company''s total paid up capital representing 3,12,50,000 shares are in dematerialized form.

Your Company has not issued any equity shares with differential rights, Sweat equity shares, Employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the companies Act 2013 respectively.

DETAILS OF APPOINTMENT/ RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review,

â¢ In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. K. Subrahmanya Chowdary, Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

â¢ Ms. Sarojini S, Company Secretary and Compliance Officer of the Company tendered her resignation from the office w.e.f. 14.08.2023.

â¢ Ms. Swathi Reddy Billuri (ACS 71622) was appointed as Company Secretary & Compliance Officer of the company w.e.f. 14.08.2023.

KEY MANAGERIAL PERSONNEL

The following persons functioned as Key Managerial Personnel during the year:

Mr. K. Satyanarayana Murthy - Chairman Executive Director Mr. K. Subrahmanya Choudary - Managing Director & CFO Mrs. K. Neelima Devi - Whole time Director

Ms. Swathi Reddy B - Company Secretary & Compliance officer

BOARD MEETINGS:

During the financial year, the Board met 5 (Five) times on 30.05.2023, 14.08.2023, 21.10.2023, 11.11.2023 and 10.02.2024. The meeting details are provided in the corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

COMMITTEES OF THE BOARD

Audit Committee

The Audit Committee was constituted pursuant to the Board meeting held on 27.01.2017 and reconstituted w.e.f. 01.01.2022. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013.

The members of the Audit Committee as on 31.03.2024 are as follows:

Mr. Govindareddy Krishnamoorthy- Chairman Mr. B. Raghavulu Naidu - Member Mrs. Deepthi Talluri- Member Mr. Subrahmanya Chowdary- Member

None of the recommendations made by the Audit Committee were rejected by the Board. During the year under review, the Audit Committee met 5 times.

The details of the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee and Risk Management Committee are reported in the Report on Corporate Governance, which forms part of the Board''s Report.

MEETING OF INDEPENDENT DIRECTORS

The details of the separate meeting of the Independent Directors are reported in the Report on Corporate Governance, which forms part of the Board''s Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b) they have registered their names in the Independent Directors'' Databank.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are presented with an overview of the Company''s business operations, products, organization structures and about the Board constitution and its procedures. A policy on familiarization program for IDs has also been adopted by the Company. Policy for familiarisation of Independent Directors is available at https://apexfrozenfoods.in/investors/policies-code-of-conduct/

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. The manner in which the evaluation was carried out is given in the Report on Corporate Governance which forms part of the Board''s Report.

POLICY ON DIRECTOR''S AND KEY MANAGERIAL PERSONNEL APPOINTMENT & REMUNERATION:

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, KMP and other employees. In line with this requirement, your company adopted the policy on Director''s Appointment & Remuneration.

The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel. Policy is available at https://apexfrozenfoods.in/investors/policies-code-of-conduct/

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors

The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are encouraged to report violations of applicable laws and regulations and the Code of Conduct - without fear of any retaliation. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company and is available at https://apexfrozenfoods.in/investors/policies-code-of-conduct/

RISK MANAGEMENT POLICY

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. The Audit Committee of Directors has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy. The details of the Policy is available on the Company''s website Policies & Code of conduct -Apex (apexfrozenfoods.in)

RISK MANAGEMENT COMMITTEE

The Board has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Details of composition, scope of terms of reference of committee and other related details are set out in the Report on Corporate Governance which forms part of this Report.

RELATED PARTY TRANSACTIONS

There are no transactions with related parties except remuneration to Key Managerial Persons as mentioned in notes to accounts, which fall under the scope of section 188(1) of the Companies Act, 2013.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at https:// apexfrozenfoods.in/investors/policies-code-of-conduct/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review there were no loans, guarantees or investments made by the Company, under Section 186 of the Companies Act, 2013 and hence the said provisions are not applicable.

CREDIT RATING

The details of credit ratings obtained by the Company and any revision thereto are disclosed in the Corporate Governance Report, which forms part of the Annual Report

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 of the Company for that period;

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

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

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INFORMATION ABOUT SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

Your Company don''t have any subsidiary or Joint Ventures or Associate Company. It is not a subsidiary or Joint Venture or Associate to any other Company.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2024 is available on the Company''s website and can be accessed at https://apexfrozenfoods.in/investors/annual-reports/

ANNUAL SECRETARIAL COMPLIANCE REPORT

A Secretarial Compliance Report for the financial year ended 31st March, 2024 on compliance of all applicable SEBI Regulations and circulars / guidelines, has submitted to the stock exchanges within 60 days of the end of the financial year. M/s. A.S. Ramkumar & Associates, Company Secretaries were engaged to issue the same.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India except in case of dispatch of notice of the AGM for FY 2022-23.

CORPORATE GOVERNANCE REPORT:

Your company''s philosophy on Corporate Governance sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a Certificate from M/S A.S. Ramkumar & Associates, Company Secretaries regarding the Compliance of Conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations forms part of the Annual Report as Annexure -I

AUDITORSa) STATUTORY AUDITORS

M/s Padmanabhan Ramani &Ramanujan, Chartered Accountants, Chennai, (Firm Reg.No. 002510S) were appointed as Statutory Auditors of the Company at Annual General meeting held on 23.07.2022 to hold the office for a period of 5 years, until the conclusion of 15th Annual General Meeting of the Company.

b) INTERNAL AUDITORS

The Board of Directors at their meeting held on 14.08.2023 have appointed M/s. Praturi Sriram & Co, Chartered Accountants, Hyderabad, as the Internal Auditors of your company. The Internal Auditors had submitted their reports to the management.

c) SECRETARIAL AUDITORS

The Board has appointed M/s. A.S Ramkumar and Associates, Company Secretaries in Practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2023-24. The Report of the Secretarial Auditor is annexed to this report as Annexure - II

Extract of Observations

1. Company has dispatched the notice of the AGM along with Annual report for the FY 2022-23 on September 09th, 2023, which is one day later than the stipulated time.

2. Company has submitted the CG report for 04th Quarter ended 31.03.2024 on 02nd May, 2024, resulting in a delay of 10 days.

3. It was observed that that the company''s Directors and Officers (D&O) insurance policy had expired earlier in the year. However, the policy was subsequently renewed as of the date of this audit.

4. The Company has paid the remuneration to its Executive Chairman, Managing Director, Director (admin), in excess of the limits specified in Section 197 of the companies Act, 2017 for FY 2023-24 as the company have inadequate profits in terms of Section 198 of the Act.

5. Delay in filling of forms DPT-3 and IEPF-2

Explanation given by the Company

1. Delay in sending the annual report was due to unforeseen issue encountered by our external Agencies.

2. Due to certain technical and administrative reasons, there was delay in submission of the CG report for the last quarter ended 31.03.2024

3. Due to administrative reasons, company has not renewed D&O insurance policy upon its initial expiry which has been subsequently renewed and we are committed to ensuring that all future renewals are processed timely.

4. At the time of re-appointment of executive Directors, the Company had adequate profits and the remuneration paid / payable to the Executive Directors was well within the limits prescribed under the Companies Act, 2013. However, during the FY 2023-24, Company faced a significant reduction in profits due to decreased sales. As a result, the remuneration paid to the Executive Directors of the Company for the FY 2023-24 exceeded the limits calculated under Section 197 of the Companies Act, 2013 (the Act) read with Schedule V thereto. The management of the Company believes that the remuneration as previously approved by the members of the Company and paid to the Executive Directors is justified in terms of their key role within the Company. Pursuant to Section 197(10) of the Act, the members of the Company can waive the recovery of excess remuneration by passing a special resolution.

Further, Nomination & Remuneration Committee and the Board have accorded their approvals for waiver of the recovery of excess managerial remuneration paid by the Company to the Executive Directors of the Company Subject to the approval of the members of the Company. Accordingly, Company is in the process of complying with the prescribed statutory requirements to regularize such excess payments, including seeking approval of shareholders at the ensuing Annual General Meeting, as necessary.

5. Delay in filing of ROC forms (DPT-3, IEPF-2) was due to administrative and technical issue.

AUDITORS REPORT

The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers. The observations made in the Auditors'' Report are self-explanatory and therefore, don''t call for any further comments u/s 134 of the Companies Act, 2013 except the following:

a. It was mentioned in the report that the Company has been regular in depositing with the appropriate authorities the undisputed statutory dues of provident fund, customs duty and any other statutory dues applicable to it except in case of Goods and Services Tax, Employees'' state insurance and income- tax where the delays in deposit have not been serious.

Management Response: We would like to provide that the delays in GST deposits, ESI payments and Income tax were due to technical issues encountered in the filing process.

b. the Company has used an accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility with effect from 12th December 2023 and the same has operated during the period between 12th December 2023 to 31st March 2024 for all relevant transactions recorded in the software and except for records of Property plant and equipment, Payroll and Inventories which were not maintained in any software.

Management Response: The accounting software used by the company has an audit trail (edit log) feature, which was available but not enabled initially. However, this feature was enabled effective from 12th December 2023 and has since been operational for all relevant transactions recorded in the software between 12th December 2023 and 31st March 2024. It is important to note that while the audit trail feature was enabled from 12th December 2023, it has effectively covered all transactions entered during the fiscal year.

Additionally, the company maintains manual records for Property, Plant, and Equipment, Payroll, and Inventories, as these were not managed within the accounting software. However, the company is in the process of installing software to manage these records electronically in the future.

c. Remuneration paid to the Executive Chairman, Managing Director, and Whole-time Director exceeded the limits prescribed under the Companies Act, 2013, and Schedule V thereto, as the company did not have adequate profits. The excess amounts are Rs. 63.58 lakhs, Rs. 51.18 lakhs, and Rs. 30.08 lakhs, respectively. The company is in the process of regularizing these excess payments.

Management Response: At the time of re-appointment of executive Directors, the Company had adequate profits and the remuneration paid /payable to the Executive Directors was well within the limits prescribed under the Companies Act, 2013. However, during the FY 2023-24, Company faced a significant reduction in profits due to decreased sales. As a result, the remuneration paid to the Executive Directors of the Company for the FY 2023-24 exceeded the limits calculated under Section 197 of the Companies Act, 2013 (the Act) read with Schedule V thereto. The management of the Company believes that the remuneration as previously approved by the members of the Company and paid to the Executive Directors is justified in terms of their key role within the Company. Pursuant to Section 197(10) of the Act, the members of the Company can waive the recovery of excess remuneration by passing a special resolution

The Statutory Auditors were present in the last AGM.

REPORTING OF FRAUDS BY AUDITORS

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under section 143(12) of the Act, during the year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place the requisite Internal Committees as envisaged under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints on the issues covered by the above Act were received during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure -III which forms part of this Report.

The Company has a Corporate Social Responsibility Policy and the same has been posted on the website of the Company at https://apexfrozenfoods.in/investors/policies-code-of-conduct/

Pursuant to the Regulation 34 of the SEBI Listing Regulations, Business Responsibility & Sustainability Report for the year

ended 31st March, 2024 is provided separately and annexed to the Directors'' Report as âAnnexure-IVâ.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:Conservation of energy:

I. The steps taken or impact on conservation of energy:

a. Power saving initiatives taken by installation of Voltage frequency drives in machinery.

II. The steps taken by the company for utilizing alternate sources of energy: Company has installed Rooftop Solar Power Generation facility (1 Megawatt) at G.Ragampet processing plant to support its operations with captive power. This facility generates 1.14 million units of electricity. Furthermore, the company is in the process of installing an additional 1.5 Megawatts of solar power generation capacity across all three facilities, which is expected to be completed within the current fiscal year. The switch to solar power is expected to result in substantial cost savings on electricity, improving the plants'' overall operational efficiency

III. The capital investment on energy conservation equipment''s: Rs.395.00 Lakh

Technology absorption: NOT APPLICABLE

Foreign exchange earnings and outgo:		(Rs. in Lakhs)
Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Earnings in Foreign Exchange	71,614.71	91,593.77
Foreign Exchange Outgo	4,748.77	9235.04

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company has been disclosed in âAnnexure V''.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated herein by reference and forms an integral part of this report as âAnnexure VI''.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such IFCs with reference to the Financial Statements are adequate.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

MAINTENANCE OF COST RECORDS

The maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the business activities carried on by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no material orders passed by the Regulators or courts or tribunals impacting the going concern status and company''s operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under IBC, 2016

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there were no one time settlement of loan taken from banks and financial institutions.

HUMAN RESOURCES

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

APPRECIATION

The Board wishes to gratefully acknowledge the understanding and support received by the Company from its employees. It wishes also to thank the banking system, the Central Government, the various State Governments and the local authorities for the unstinted support received during the year.

This Report will be incomplete without a specific appreciation for the stakeholders of the Company who have shown immense confidence and understanding in the Company''s well-being.

Mar 31, 2023

The Directors have pleasure in presenting the 11th Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2023.

Financial Results

The performance of the Company for the financial year ended 31^st March, 2023, is summarized below:

(Rs. in Lakhs)
Particulars	2022-23	2021-22
Revenue from Operations	107030.13	92616.27
Other income	172.12	574.36
Total Income	107202.25	93190.63
Profit Before Interest, Depreciation & Tax (EBITDA)	8,476.58	9,209.92
Interest	1471.33	1,737.76
Depreciation	1942.60	1,851.01
Profit before Tax	5062.65	5,621.15
Current Tax	1411.29	1,414.86
Deferred Tax	63.95	98.84
Total Tax Expenses	1475.24	1,513.08
Net Profit for the period after tax	3587.41	4,107.45
Earnings per share	11.48	13.14

Overview of financial performance

During the year under review, your company has reported total income including net revenue and other income at Rs. 1,07,030.13 Lakhs as against Rs. 93,190.63 Lakhs in the previous year.

At the EBITDA level, the company reported a profit of Rs. 8,476.58 Lakhs for the current year as compared with Rs. 9,209.92 Lakhs in the previous year. Profit after tax for the current year stood at Rs. 3587.41 Lakhs as compared with Rs. 4,107.45 Lakhs in the previous year.

Dividend

The Board has recommended a dividend of Rs.2.50/- per Equity Share of 10.00/- each (25% of face value) for the year ended March 31, 2023. This payment is subject to your approval at the ensuing 11th Annual General Meeting of the Company.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company''s website viz. https://apexfrozenfoods.in/wp-content/uploads/2021/12/ dividend-distribution-policu.pdf.

Transfer of unclaimed dividend to investor education and protection fund

Material changes and commitments

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2022-23 of the Company and the date of the report.

Transfer to reserves

During the year under review, no amount has transferred to General Reserve.

Fixed deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

Share capital

The Authorised Share Capital of the Company as on date of Balance Sheet is Rs. 36,00,00,000/- divided into 3,60,00,000 equity shares of 10/- each.

The paid up share capital of the company as on date of balance sheet is 31,25,00,000/- divided into 3,12,50,000 equity shares of 10/- each.

(a) Change in the capital structure of the Company

There was no change in the capital structure of the company

(b) Status of Shares

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31, 2023, 99.99% of the Company''s total paid up capital representing 3,12,49,990 shares are in dematerialized form.

Details of Appointment/ Resignation of Directors and Key Managerial Personnel (KMP):

During the year under review,

â¢ Mr. K Satyanarayana Murthy was appointed as the Executive Director & Chairman of the company, w.e.f. 01st December, 2022 for a period of 3 years at the AGM held on 23.07.2022.

â¢ Mr. K. Subrahmanya Chowdary was reappointed as the Managing Director of the company, w.e f 01st December, 2022 for a period of 3 years at the AGM held on 23.07.2022.

â¢ Mrs. K Neelima Devi was reappointed as Whole time Director w.e.f 01st February, 2023 for a period of 3 years.

â¢ Mr. K. Subramanya Chowdary, Managing Director of the Company was appointed as Chief Financial Officer of the company w.e.f21.12.2022 without any additional Remuneration.

â¢ In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. K. Satyanarayana Murthy (DIN:05107525), Executive Director & Chairman of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment

â¢ Ms. Sarojini S, Company Secretary and Compliance Officer of the Company tendered her resignation from the office w.e.f. 14.08.2023.

â¢ Ms. Swathi Reddy Billuri(ACS 71622) was appointed as Company Secretary & Compliance Officer of the company w.e.f. 14.08.2023.

Key managerial personnel:

The following persons functioned sonnel during the year:	as Key Managerial Per
Mr.K.Satynarayana Murthy -	Chairman Executive director
Mr.KSubrahmanya Choudary -	Managing Director & CFO
Mrs. K.NeelimaDevi -	Whole time Director
Mrs. S Sarojini -	Company Secretary

Board Meetings:

During the financial year, the Board met 5(Five) times on 23-05-2022, 06-08-2022, 28-10-2022, 21-12-2022 and 04-02-2023. The meeting details are provided in the corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Committees of the Board

Audit Committee

The Audit Committee was constituted pursuant to the Board meeting held on 27.01.2017 and reconstituted w.e.f01.01.2022. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013.

The members of the Audit Committee as on 31.03.2023are as follows:

â¢ Mr. Govindareddy Krishnamoorthy	-Chairman
â¢ Mr. B.Raghavulu Naidu	-Member
â¢ Mrs.Deepthi Talluri	-Member
â¢ Mr. K.Subramanya Chowdary	-Member

None of the recommendations made by the Audit Committee were rejected by the Board. During the year under review, the Audit Committee met 4 times.

Meeting of Independent Directors

The details of the separate meeting of the Independent Directors are reported in the Report on Corporate Governance, which forms part of the Board''s Report.

Statement on Declaration Given by Independent Directors Under Sub-section (6) of Section 149

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149 of the Companies Act, 2013, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules

Familiarisation Programme for Independent Directors

Annual evaluation of Board performance and Performance of its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

Policy on Directorâs and Key Managerial Personnel Appointment & Remuneration:

Your company adopted the policy on Director''s Appointment & Remuneration. The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel. Policy is available at https://apexfrozenfoods.in/

Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company and is available at https://apexfrozenfoods.in/

Risk Management Policy

Risk Management Committee

Details of composition, scope of terms of reference of committee and other related details are set out in the Report on Corporate Governance which forms part of this Report.

Related Party Transactions

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at https://apexfrozenfoods.in/

Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013

During the year under review there were no loans, guarantees or investments made by the Company, under

Section 186 of the Companies Act, 2013 and hence the said provisions are not applicable.

Credit rating

The details of credit ratings obtained by the Company and any revision thereto are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

Directorsâ Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Information about Subsidiary / Joint Ventures / Associate Companies

Your Company don''t have any subsidiary or Joint Ventures or Associate Company. It is not a subsidiary or Joint Venture or Associate to any other Company.

Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2023 is available on the Company''s website and can be accessed at www.apexfrozenfoods.in

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31^st March, 2023, on compliance of all applicable SEBI Regulations and circulars / guidelines, will be

submitted to the stock exchanges within 60 days of the end of the financial year. M/s. A.S.Ramkumar & Associates, Company Secretaries were issued the ASCR report for FY 2022-23 and the same is submitted to the stock exchanges..

Secretarial Standards

The Company has complied with Secretarial Standards formulated by the Institute of Company Secretaries of India and notified by the Central Government for implementation.

Corporate Governance Report

Your company''s philosophy on Corporate Governance sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a Certificate from M/S A.S.Ramkumar&Associates, Company Secretaries regarding the Compliance of Conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations forms part of the Annual Reportas Annexure -I

Auditors

a) STATUTORY AUDITORS

M/s Padmanabhan Ramani &Ramanujan, Chartered Accountants, Chennai, (Firm Reg.No. 002510S)were appointed as Statutory Auditors of the Company at Annual General meeting held on 23.07.2022 to hold the office for a period of 5 years, until the conclusion of 15th Annual General Meeting of the Company.

b) INTERNAL AUDITORS

The Board of Directors at their meeting held on 13.11.2020 have appointed M/s A.V.Ratnam & Co, Chartered Accountants, Kakinada, as the Internal Auditors of your company. Further, the Board of Directors of the Company appointed M/s. Praturi & Sriram, Charted Accountants, Hyderabad as Internal Auditors of the Company for FY 2023-24 in the Board meeting held on 14.08.2023.

c) SECRETARIAL AUDITORS

The Board has appointed M/s. A.S Ramkumar and Associates, Company Secretaries in Practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2022-23. The Report of the Secretarial Auditor is annexed to this report as Annexure - II

Auditors Report

The observations made in the Auditors'' Report are self explanatory and therefore, don''t call for any further comments u/s 134 of the Companies Act, 2013.

Comments on Auditor Report

There are no adverse comments by the Auditor in the Audit Report and hence comments by Board of Directors of the Company on Auditor Report are not required.

Reporting of frauds by auditors

There are no frauds on or by your Company, as reported by the Statutory Auditors of your Company.

Disclosure under Sexual Harassment of Women at Workplace

The Company has in place the requisite Internal Committees as envisaged under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints on the issues covered by the above Act were received during the year.

Corporate Social Responsibility (CSR)

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - III which forms part of this Report. The Company has a Corporate Social Responsibility Policy and the same has been posted on the website of the Company at www.apexfrozenfoods.in

Business Responsibility & Sustainability Report

Pursuant to the Regulation 34 of the SEBI Listing Regulations, Business Responsibility & Sustainability Report for the year ended 31st March, 2023 is provided separately and annexed to the Directors'' Report as âAnnexure-IVâ

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of energy:

I. The steps taken or impact on conservation of energy:

a. Power saving initiatives taken by installation of Voltage frequency drives in machinery.

b. Power saving initiatives taken by installation of Voltage frequency drives in machinery.

II. The steps taken by the company for utilizing alternate sources of energy: Solar water heaters have been installed in place of electrical heaters. Solar security fencing has been done in place of electrical fencing.

III. The capital investment on energy conservation equipment''s; NIL

Technology absorption: NOT APPLICABLE

Foreign Exchange Earnings and Outgo:		(Rs. in Lakhs)
Particulars	Year ended	Year ended
	31.03.2023	31.03.2022
Earnings in Foreign Exchange	91,593.77	79,429.60
Foreign Exchange Outgo	9235.04	40.92

Particulars of Employees

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company has been disclosed in âAnnexure V''.

Management Discussion and Analysis Report

Internal Control Systems & their Adequacy

Maintenance of Cost Records

The maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the business activities carried on by the Company.

Significant and material orders passed by the regulators or courts

1. SEBI Vide its adjudication order No. Order/BM/GN/2022-23/22612-22616 dated December 29, 2022 imposed penalties on the following persons/promoters of the company for insider trading during the period from 04.09.2017 to 28.02.2018:

Karuturi Subrahmanya Chowdary Vallepalli Hanumanth Rao Devalla Satya Madhavi Durga Prasad

2. Further, SEBI vide Final order No. QJA/VS/IVD/ID6/25067/2022-23 dated 28.03.2023 imposed disgorgement order against the following the promoters and Director of the Company:

Satyanarayana Murthy Karuturi Padmavathi Karuturi Ravi Kanth Sankuratri

Mr. Satyanarayana Murthy Karuturi, Mrs. Padmavathi Karuturi and Mr. Ravi Kanth Sankuratri have filed an appeal before Securities Appellate Tribunal against the SEBI Order dated 28.03.2023.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under IBC, 2016

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there were no one time settlement of loan taken from banks and financial institutions.

Human resources

Appreciation

This Report will be incomplete without a specific appreciation for the Members of the Company who have shown immense confidence and understanding in the Company''s well being.

Mar 31, 2018

The directors have pleasure in presenting the 6th Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2018.

Financial results

The performance of the company for the financial year ended 31st March, 2018 is summarized below:

(Rs. in lakhs)

Particulars	2017-18	2016-17*
Revenue from operations	99863.40	69869.50
Other income	1987.43	1056.52
Profit before interest, Depreciation & Tax	12848.62	5353.79
Interest	869.96	1122.02
Depreciation	865.24	627.17
Profit before Tax	11255.33	3743.64
Curent Tax	4331.86	1297.81
Deferred Tax	(986.58)	(66.85)
Total Tax Expenses	3345.28	1230.95
Net Profit/(Loss) for the period after tax	7910.05	2512.68
Earnings per share	28.02	10.47

The company has adopted Indian Accounting Standards (IND AS) w.e.f. 1st April, 2017 with a transition date of 1^st April, 2016 accordingly, results for the year ended 31^st March, 2018 have been prepared in accordance with Ind. AS prescribed under Section 133 of the Companies Act, 2013. Previous period figures have been restated as per Ind. AS to make them comparable.

Overview of financial performance

During the year, Your company has registered turnover of Rs.99,863.40 Crores, registering an impressive growth of 42.92 % over the previous year turnover of Rs.69,869.50 Crores. The Profit after tax is Rs.7,910.05 Lakhs for the FY 2017-18 as compared to Rs.2,512.68 Lakhs for the FY 2016-17.

No material changes and commitments have occurred after the close of the financial year till the date of this report.

Revenue growth was achieved by steady growth in volumes of shrimp due to the increase in demand of value-added products from the customers, aided by enhanced pre processing capacity.

Outlook for the current year

The company is having increased orders book, confident to grow at a steady phase compared to earlier years and management is in the process of enhancing its production base to meet the orders. With the proceeds of initial public offers, company is setting up a new processing plant at Raagampeta, East Godavari district, with a total capacity of 20,000 MPTA, including 5,000 MPTA for VAP (cooked, breaded and par fried shrimp) along with 5,000 MT of cold storage facility. Our outlook for Fiscal 2019 continues to remain positive given India''s competitive positioning as Seafood exporter. Additionally, at the company''s level, the strategic initiative taken by the management will see us adding new capacities, new products like Ready-to-Eat category as well as foray into newer markets and thereby aid the growth in revenues and profitability.

Dividend

The board has recommended a dividend of Rs.2.00 per Equity Share of Rs.10.00/- each (20% of face value) for the year ended March 31, 2018. This payment is subject to your approval at the ensuing Annual General Meeting of the company.

Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no unclaimed dividend in the previous years.

Material changes and commitments

There were no material changes and commitments affecting the financial position of the company that have occurred between the end of the financial year 2017-18 of the company and the date of the report.

Transfer to reserves

During the year under review, no amount has transferred to general reserve. Fixed deposits

Your company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

Share capital

The authorised share capital of the company as on date of balance sheet is Rs.36,00,00,000/- divided into Rs.3,60,00,000 equity shares of Rs.10/- each.

The paid up share capital of the company as on date of balance sheet is Rs.31,25,00,000/- divided into Rs.3,12,50,000 equity shares of Rs.10/- each.

(a) Initial public offering (IPO)

During the financial year 2017-18, your company entered into the securities market through Initial Public Offering (IPO). The Put Issue comprised of fresh issue of 72,50,000 Equity shares Rs.10/- each at a premium of Rs.165/- per share aggregating Rs.126.87 crores and offer for sale by promoters Mr. Karut Satyanarayana Murthy and Mrs. Karuturi Padmavathi of 725,0 equity shares each.

Equity shares of the company are listed on BSE Limited (BS and National Stock Exchange of India Limited (NSE) and ; regularly traded on both the exchanges w.e.f. 04.09.2017.

Further the status of the utilization of the proceeds of the IPO up to 31st March 2018 and division thereon are as under:-

Particulars	Amount (Rs. in Lakhs)	Amount (Rs. in Lakhs)
Net Proceeds from IPO (A) Funds actually utilised up to 31st March 2018		12,687.50
1. Public Issue Expenses	912.02
2. Shrimp Processing Unit at G. Ragampeta - Land Investment	747.40
3. Shrimp Processing Unit at G. Ragampeta-Further Capital Expenditure	1,985.22
4. Funds Utilised for General Corporate Purpose	3,171.88
Total (B)		6,816.51
Fund unutilised as at 31st March 2018 (C)= (A)-(B)		5,870.99

(b) Change in the capital structure of the company

During the year your company has allotted 72,50,000 equity shares of Rs.10/- each at a premium of Rs.165/- per share by way of Initial Public Offering (IPO). Therefore, the paid up share capital of the company has been increased from Rs.24.00 crores to Rs.31.25 crores.

(c) Status of shares

As the members are aware, the company''s shares are compulsorily tradable in electronic form. As on March 31, 2018, 99.99% of the company''s total paid up capital representing 3,12,49,990 shares are in de-materialized form.

(d) Other shares

Your company has not issued any equity shares with differential rights, sweat equity shares, employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the companies Act 2013 respectively.

Details of appointment of directors and key managerial personnel (KMP):

- During the year under review, there was no change in the composition of board.

- In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. K Subrahmanya Chowdary, Executive Director of the company, will retire by rotation at the ensuing annual general meeting and being eligible, has offered himself for re-appointment. The board recommends his re-appointment.

Board meetings:

The board met nine (9) times during the financial year. The meeting details are provided in the corporate governance report that forms part of this annual report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the companies Act, 2013.

Committees of the board Audit committee

The audit committee was constituted pursuant to the board meeting held on 27.01.2017. The scope and function of the audit committee is in accordance with Section 177 of the Companies Act, 2013. The members of the audit committee are:

- Mr. D. Venkata Subba Raju - Chairman

- Mr. D. Chandra Sekhar Raju - Member

- Mr. K. Subramanya Chowdary - Member

None of the recommendations made by the audit committee were rejected by the board. During the year under review, the audit committee has met 4 times.

The details of the committees of the board viz., audit committee, Nomination and remuneration committee, CSR committee and Stakeholders relationship committee are reported in the Report on corporate governance, which forms part of the Board''s report.

Meeting of independent directors

The details of the separate meeting of the independent directors are reported in the report on corporate governance, which forms part of the board''s report.

Statement on declaration given by independent directors under sub-section (6) of section 149

The independent directors have submitted their disclosures to the board that they fulfil all the requirements as stipulated in Section 149 of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Familiarization programme for independent directors

All new independent directors (IDs) inducted into the board are presented with an overview of the company''s business operations, products, organization structures and about the board constitution and its procedures. A policy on familiarization program for IDs has also been adopted by the company. Policy for familiarisation of Independent directors with the company are available at www.apexfrozenfoods.in.

Annual evaluation of board performance and performance of its committees and of directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its audit and other committees.

A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering various aspects of the board''s functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the company and its minority shareholders etc. The performance evaluation of the independent directors was carried out by the entire board. The performance evaluation of the Chairman and the Non Independent directors was carried out by the Independent directors who also reviewed the performance of the Secretarial Department. The directors expressed their satisfaction with the evaluation process.

Policy on director''s and key managerial personnel appointment & remuneration:

Your company adopted the policy on Director''s Appointment & Remuneration. The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel. Policy is available at www.apexfrozenfoods.in.

Vigil mechanism / whistle blower policy

The company has a whistle blower policy framed to deal with instance of fraud and mismanagement if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the company and the web link is http://apexfrozenfoods.in/wp-content/uploads/2017/11/Apex_ Whistle-Blower-Policy.pdf

Risk management policy

Risk management is embedded in your company''s operating framework. Your company believes that managing risks helps in maximizing returns. The company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013, the company has developed and implemented the Risk Management Policy. The details of the Policy is available on the company''s weblink is www.apexfrozenfoods.in

Related party transactions

There are no transactions with related parties, which falls under the scope of section 188 of the Companies Act, 2013.

The policy on Related Party Transactions as approved by the board is uploaded on the website of the company and the web link is www.apexfrozenfoods.in

Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013

There were no loans, guarantees or investments made by the company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision are not applicable.

Directors responsibility statement

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them:

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

II. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2017-18 and of the profit or loss of the company for that period;

III. Proper and sufficient care has been taken 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;

IV. The annual accounts for the year 2017-18 have been prepared on a going concern basis.

V. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

VI. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Information about subsidiary/ Joint ventures/Associate companies

Your company don''t have any subsidiary or joint ventures or associate company. It is not a subsidiary or joint venture or associate to any other company.

Management discussion and analysis report

The management discussion and analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated herein by reference and forms an integral part of this report as

Annexure VI. Extract of annual return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ''Annexure I'' to this report.

Corporate governance report

Your company''s philosophy on Corporate Governance, sets the goal of achieving the highest level of transparency with integrity in all its dealings with its stakeholders including shareholders, employees, lenders and others. A report on Corporate Governance along with a certificate from M/s A.S. Ram Kumar and Associates, company secretaries regarding the compliance of conditions of Corporate Governance as stipulated under the SEBI (LODR) Listing Regulations forms part of the Annual Report as Annexure-II.

Auditors

a) Statutory auditors

The shareholders of the company at their Annual General Meeting held on 30^th September, 2014, have appointed M/s. Boda Ramam & Co., Chartered Accountants, Kakinada, (Firm Reg No. 005383S), as Statutory Auditors of the company for a period of 5 years, subject to ratification by the members at every annual general meeting.

The board recommends their appointment for ratification at the ensuing annual general meeting.

b) Internal auditors

The board of directors at their meeting held on 14.11.2017, have reappointed M/s Praturi & Sriram, Chartered Accountants, Hyderabad, as the internal auditors of your company. The internal auditors had submitted their reports.

C) Secretarial auditors

The board has appointed M/s. A.S Ram Kumar and Associates, Company Secretaries in practice, to carry the secretarial audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2017-18. The report of the secretarial auditor is annexed to this report as Annexure - III.

Explanation to secretarial auditor''s observation:

Extract of observation

Delay in submission of monitoring agency report along with the statement of deviation/ variation on utilization of IPO proceeds with stock exchanges for the quarter ended 30th September 2017, 31st December 2017 and 31st March, 2018 as required under Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 16 of SEBI (Issue Of Capital And Disclosure Requirements) Regulations, 2009.

Explanation:

Submission of monitoring agency reports got delayed, due to delay in getting the reports from monitoring agency. Delay in submission of statement of Deviation/ variation on utilization of IPO proceeds was unintentional, inadvertent and without any malafide intention and we undertakes to comply in time henceforth.

Auditors report

The observations made in the Auditors'' Report are self explanatory and therefore, do not call for any further comments u/s 134 of the Companies Act, 2013.

Comments on auditor report

There are no adverse comments by the auditor in the audit report and hence comments by Board of Directors of the company on auditor report are not required.

Prevention of sexual harassment policy:

The company''s policy on prevention of sexual harassment

of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary) are covered under this policy. The company has not received any complaint on sexual harassment during the year.

Corporate social responsibility (CSR):

The Annual Report on CSR activities in terms of the requirements of companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - IV, which forms part of this Report.The Company has a Corporate Social Responsibility Policy and the same has been posted on the website of the company at http://apexfrozenfoods.in/wp-content/uploads/2017/11/Apex_CSR-Policy.pdf

Conservation of energy:

I. The steps taken or impact on conservation of energy:

a. Voltage frequency drives have been installed in machinery there by 20% power saving has been done.

b. Lighting in the processing unit and cold storage have been changed to LED from tube lights.

II. The steps taken by the company for utilizing alternate sources of energy:

Solar water heaters have been installed in place of electrical heaters. Solar security fencing has been done in place of electrical fencing.

III. The capital investment on energy conservation equipments; NIL

Technology absorption: Not applicable foreign exchange earnings and outgo:

Foreign exchange earnings and outgo _{(Rs. in Lakhs)}

Particulars	Year ended	Year ended
	31.03.2018	31.03.2017
Earnings in Foreign Exchange	91,439.80	63,280.42
Foreign Exchange Outgo	3,669.62	2,487.86

Particulars of employees

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the company has been disclosed in ''Annexure V''.

Internal control systems & their adequacy

The board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Maintenance of cost records

The maintenance of cost records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the business activities carried on by the company.

Significant and material orders passed by the regulators or courts

There are no significant or material orders passed by the Regulators / Courts which would impact the going concern status of the company and its future operations.

Human resources

Your company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the company''s vision. Your company appreciates the spirit of its dedicated employees.

Acknowledgements

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

For and by order of the Board of Directors

Sd/- Sd/-

K Subrahmanya Chowdary K Satyanarayana Murthy

Place: Panasapadu, Kakinada Whole Time Director Managing Director

Date: 13.08.2018 DIN 03619259 DIN 05107525

Mar 31, 2017

The Members,

M/s. APEX FROZEN FOODS LIMITED.

The directors have pleasure in presenting their 5^lh Annual Report on the business and operations of the company and the accounts for the financial year ended 31^sl March 2017.

1. FINANCIAL RESULTS:

The summarized standalone financial results of your company are as under:

(Rs. in Lakhs)

Particulars	2016-17	2015-16
Revenue from Operations	69,911.50	60,352.68
Other income	1,056.52	473.90
Profit before Interest, Depreciation & Tax (PBIDTA)	5,586.98	4,532.30
Interest	1,122.02	1,041.17
Depreciation	627.17	492.69
Profit before Tax	3837.79	2998.44
Provision for Income Tax	1297.84	1,016.63
Deferred Tax	47.41	24.03
Prior period adjustments	-	21.06
CSR Provision	52.06	41.80
Net Profit after Tax	2440.48	1894.92
Earnings per share	Rs.10.17	Rs.7.90

Apex Frozen Foods Limited (âyour companyâ) is one of the integrated producer and exporter of shelf stable quality aquaculture products. Your company supplies ready-to-cook products to a diversified customer base consisting of food companies, retail chains, restaurants, club stores and distributors spread across the developed markets of USA, UK and various European countries.

During the year, Your Company surpassed the milestone of 700.00 Crores turnover, registering an impressive growth of 15.84% over the previous year. Revenue growth was achieved by steady growth in volumes of shrimp feed due to continued robust demand from farmers, stable realizations and a sustained contribution from shrimp processing. The Pro-fit after Tax is 2,440.48 Lakhs for the year 2016-17 as compared to 1,894.92 Lakhs for the year 2015-16.

Your Companyâs Revenue from Operations was in line with previous year. Your Company has been continuously striving to increase its efficiency and productivity.

2. DIVIDEND:

Your directors are pleased to recommend a dividend of Rs. 1.00 per equity share of Rs. 10.00/- each (10% of face value) for the year ended March 31, 2017. Based on the outstanding paid-up share capital as at the year end, the total dividend payout will amount to Rs. 288.86 Lakhs, inclusive of Rs. 48.86 Lakhs of dividend distribution tax. This payment is subject to your approval at the ensuing Annual General Meeting of the Company.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend declared in the previous years.

4. FIXED DEPOSITS:

During the year, your company has not accepted any fixed deposits, within the meaning of section 73 of the companies Act 2013, Read with the Companies (Acceptance of Deposits) Rules, 2014.

5. TRANSFER TO THE RESERVES:

During the year, the Company has not transferred any amount to General Reserves.

6. OUTLOOK FOR THE CURRENT YEAR:

The company intends to Setting up a new Shrimp processing unit with a capacity of 20,000 MTPA at G. Ragampeta Village, Pedapuram Mandal, East Godavari district, Andhra Pradesh to enhance the processing capacity to meet the current & future demands of production requirements.

Your company is making necessary arrangements for raising of funds through fresh issue of equity shares to the public to meet the expenditure for Setting up a new Shrimp processing unit and other general corporate purposes.

The company is having increased orders book, confident to grow at a steady phase compared to earlier years and management intends to expand its production base to meet the orders.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there is no change in nature of business of the company. The affairs of the company are conducted in accordance with the accepted business practices and are within the purview of applicable legislations.

8. MATERIAL CHANGES

During the year,

- Pursuant to the Special Resolution passed at Extra-ordinary General Meeting (EGM) held on 11.11.2016, your company has converted its status of Private limited to Public limited w.e.f 29.11.2016.

- Pursuant to the Special Resolution passed at Extra-ordinary General Meeting (EGM) held on 10.03.2017, your company has filed Draft Red Herring Prospectus with SEBI on 31.03.2017 for an Initial Public Offer comprising a fresh issue of 72.50 Lakhs Equity shares and for offer for sale (OFS) of up to 14.50 Lakhs Equity shares. It has obtained primary approval from SEBI and in-principle approvals from BSE &NSE.

9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, following changes took place in the Board of Directors and

Key Managerial Personnel:

- Mr.K Satyanarayana Murthy was appointed as Managing director on 01.12.2016 for a period of 5 years. His appointment has ratified by shareholders at EGM held on 27.01.2017.

- Mr.K Subrahmanya Chowdary was appointed as Executive director on 01.12.2016 for a period of 5 years. His appointment has ratified by shareholders at EGM held on 27.01.2017.

- Mrs. Neelima Devi was appointed as Whole time director on 01.12.2016 for a period of 5 years. Her appointment has ratified by shareholders at EGM held on 27.01.2017.

- Mrs. Padmavathi was appointed as Whole time director on 01.12.2016 for a period of 5 years. She resigned as director as well as whole time director on27.01.2017.

- Mr.Datla Chandrasekhar Raju, Mr.Mantena Lakshmipathi Raju and Mr.Datla Venkata Subba Raju were appointed as additional directors in the capacity of non Executive Independent Directors w.e.f 25.01.2017. Their appointmentâs had ratified by shareholders at EGM held on 27.01.2017.

- Mr. Ch Vijay Kumar was appointed as Chief Financial Officer on 25.01.2017 and Ms. S. Sarojni has appointed as Company Secretary of the company w.e.f 01.08.2016.

10. BOARD MEETINGS:

During the year under review, your Board of Directors met Eighteen (18) times i.e., on 10.04.2016, 20.06.2016, 08.07.2016, 18.07.2016, 30.07.2016, 01.08.2016, 27.09.2016, 10.10.2016, 24.11.2016, 01.12.2016, 05.12.2016, 11.01.2017, 25.01.2017, 27.01.2017, 27.01.2017, 08.03.2017, 15.03.2017 and 30.03.2017. In respect of each meeting proper notices were given, the proceedings were properly recorded and signed in minuteâs book maintained for the purpose. The maximum time gap between any two Board meetings was not exceeding 120 days.

11. SHARE CAPITAL:

The Authorised Share Capital of the Company as on date of Balance Sheet is Rs. 36,00,00,000/- divided into 3,60,00,000 equity shares of Rs.10/- each

The paid up share capital of the company as on date of balance sheet is Rs. 24,00,00,000/divided into 2,40,00,000 equity shares of Rs. 10/- each.

During the year under review, the company has increased the Authorized Share Capital of the company, fromRs. 24,15,00,000/- to Rs. 36,00,00,000/- atEGM held on 11.11.2016.

Your Company has not issued any equity shares, equity shares with differential rights, Sweat equity shares, Employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the companies act 2013 respectively.

12. INFORMATION ABOUT SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company does not hold any subsidiary or Joint Ventures or Associate Company. Or not a subsidiary or Joint Venture or Associate to any other Company.

13. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return prepared in accordance with Section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed as Annexure-I to this Report.

14. AUDITORS:

a) Statutory Auditors

The Shareholders of the Company at their Annual General Meeting held on 30^lh September, 2014, have appointed M/S. Boda Ramam & Co., Chartered Accountants, Kakinada, (Firm Reg No. 005383S), as Statutory Auditors of the Company for a period of 5 years, subject to ratification by the Members at every Annual General Meeting.

The Board recommends their appointment for ratification at the ensuing Annual General Meeting.

b) Internal Auditors

The Board of Directors at their meeting held on 20.06.2016, have reappointed M/s Rao Chowadary & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors of your company. The Internal Auditors had submitted their reports.

c) Secretarial Auditors

The Board has appointed M/s. A.S. Ram Kumar & Associates, Company Secretaries in Practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2016-17. The Report of the Secretarial Auditor is annexed to this report as Annexure - II.

Explanation to secretarial auditorâs observation:

Observation:

âCompany has appointed the company secretary w.e.f 1^st August 2016. There is violation of Section 203 of companies Act 2013 from 1^st April 2016 to 31^st July 2016.â

Explanation

Due to non availability of suitable candidate, the company was unable to appoint a whole time company Secretary until 31.07.2016, however, company has appointed the company secretary w.e.f l^sl August 2016. Company is in the process of filing Compounding application to rectify the said violation made under Section 203 of Companies Act, 2013.

15. AUDITORS REPORT:

The observations made in the Auditorsâ Report are self explanatory and therefore, do not call for any further comments u/s 134 of the Companies Act, 2013.

16. COMMENTS ON AUDITOR REPORT:

There are no adverse comments by the Auditor in the Audit Report and hence comments by Board of Directors of the Company on Auditor Report are not required.

17. COMMITTEES:

a) AUDIT COMMITTEE

The Audit Committee was constituted pursuant to the Board meeting held on 27.01.2017. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act,2013. The members of the Audit Committee are:

- Mr. D. Venkata SubbaRaju - Chairman

- Mr. D. ChandraSekhar Raju - Member

- Mr. K. Subramanya Chowdary - Member

None of the recommendations made by the Audit Committee were rejected by the Board. During the year under review, the Audit Committee met on 15.03.2017.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted by a meeting of the Board of Directors held on 27.01.2017. The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013. The members of the Nomination and Remuneration Committee are:

- Mr.D. Chandra Sekhar Raju - Chairman

- Mr. M. Lakshmipathi Raju - Member

- Mr. D. Venkata Subba Raju - Member

None of the recommendations made by the Nomination and Remuneration Committee were rejected by the Board. During the year under review, the Nomination and Remuneration Committee met on27.01.2017 and 08.03.2017.

c) Stakeholdersâ Relationship Committee

The Stakeholdersâ Relationship Committee was constituted by our Board of Directors at their meeting held on 08.03.2017. The members of the Stakeholdersâ Relationship Committee are:

- Mr. M. Lakshmipathi Raju - Chairman

- Mrs. K. Neelima Devi - Member

- Mr. K. Subrahmanya Chowdary - Member

During the year under review, the Stakeholdersâ Relationship Committee was not met.

d) IPO Committee

The IPO Committee was constituted by a meeting of the Board held on 08.03.2017.

The members of the IPO Committee are:

- Mr. D. Venkata Subba Raju - Chairman

- Mrs. K. Neelima Devi - Member

- Mr. K. Subrahmanya Chowdary - Member

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under report our Company has not entered into any related party transactions with the related parties as to in Section 188 (1) of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

20. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

21. BUSINESS RISK MANAGEMENT:

Risk management is embedded in your Companyâs operating framework. Your Company believes that managing risks helps in maximizing returns. The Companyâs approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

22. PAYMENT OF SITTING FEE:

The sitting fees paid to the Non - Executive Directors are within the ceiling limit as provided in the Companies Act 2013.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE DEALING, RULE 8(3)

Conservation of energy

I. The steps taken or impact on conservation of energy:

a. Voltage frequency drives have been installed in machinery there by 20% power saving has been done.

b. Lighting in the processing unit and cold storage have been changed to LED from tube lights.

II. The steps taken by the company for utilizing alternate sources of energy:

Solar water heaters have been installed in place of electrical heaters. Solar security fencing has been done in place of electrical fencing.

III. The capital investment on energy conservation equipments; NIL

Technology absorption: NOT APPLICABLE

24. PARTICULARS OF EMPLOYEES:

There are no employees who are required to be reported u/s 197 of the Companies Act,

2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence statement in this respect has not been given.

25. INTERNAL CONTROL SYSTEMS:

The Company has an internal control system, commensurate with size, scale and complexity of its operations and are routinely tested by internal Auditors and reviewed by statutory auditors.

26. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Companyâs policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints pending for redressal at the beginning and at the end of FY 2016-17.

27. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

In Compliance with requirements of the provisions of Section 177(9) of the Companies Act, 2013, Your Board of Directors at its meeting held on 08.03.2017, approved the establishment of Vigil Mechanism to ensure that appropriate systems and procedures to curb opportunities for any sort of corrupt and unethical practices are in place.

It provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy and also provides for adequate safeguards against victimization of employees by giving them direct access to the Chairman of the Audit Committee in exceptional cases. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

28. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with clause (c) of sub-section 3 of section 134 of the Companies Act, 2013, the Directors of the Company state:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departure.

ii. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable, so as to give true and fair view of the state of affairs of the company as at 31.03.2017 and the Profit and Loss of the company for the year ended as on that date.

iii. The Directors have 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;

iv. The directors have prepared the annual accounts on a going concern basis; and

v. That 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.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

30. POLICY ON DIRECTORâS AND KEY MANAGERIAL PERSONNEL APPOINTMENT & REMUNERATION:

During the year, your company adopted the policy on Directorâs Appointment & Remuneration. The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel.

31. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility are applicable to the Company during the year under review. During the year, your company has created its own trust in the name of âAPEX FOUNDATIONâ which takes care of CSR activities of the company, the company needs to spend Rs. 52.06 Lakhs towards CSR activities. It is in the process of identifying suitable areas for spending expenditure pertaining to corporate social responsibility. Hence for the financial year 2016-17, Company has created provision of Rs 52.06 Lakhs Corporate Social Responsibility. The Annual Report on CSR activities is annexed herewith as â Annexure IIIâ to this report.

ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the cooperation and continued support received from the Companyâs Banker, Suppliers, Purchasers, Vendors, Government Authorities and others. Your Directorsâ also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employee and workers for the dedication and sense of commitment shown by the employees at all levels and their contributions towards the performance of the Company.

For and by order of the Board of Directors

Sd/- Sd/-

Place: Panasapadu K Subrahmanya Chowdary K Satyanarayana Murthy

Kakinada Executive Director Chairman & Managing Director

Date: 05.06.2017 DIN03619259 DIN05107525

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