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Directors Report of Apollo Pipes Ltd.
Mar 31, 2025
Your Directors are pleased to present the 39th Annual Report on the business and operations of your Company along with the
Standalone and Consolidated Audited Financial Statements for the financial year ended 31st March, 2025.
FINANCIAL PERFORMANCE:
The Company''s financial performance for the year under review along with the previous year''s figures is given hereunder:
|
Particulars |
Consolidated |
Standalone |
||
|
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
|
|
Revenue from operations |
1,18,163.54 |
98,694.74 |
92,568.77 |
97,713.80 |
|
Add : Other income |
526.51 |
390.45 |
479.21 |
390.45 |
|
Total revenue |
1,18,690.06 |
99,085.18 |
93,047.98 |
98,104.24 |
|
Operating expenses |
1,08,596.54 |
89,109.80 |
84,053.22 |
88,178.81 |
|
Profit before Depreciation, Finance Costs and Tax Expense / EBITDA |
10,093.51 |
9,975.38 |
8,994.77 |
9,925.43 |
|
Less : Finance cost |
1,097.52 |
506.73 |
917.70 |
507.28 |
|
Less : Depreciation and amortization |
4,453.34 |
2,986.07 |
3,861.16 |
2,973.89 |
|
Profit before tax (PBT) |
4,542.65 |
6,482.58 |
4,215.91 |
6,444.25 |
|
Less : Tax expense |
1,133.99 |
2,200.32 |
1,133.99 |
2,200.32 |
|
Profit after tax for the year (PAT) |
3,408.66 |
4,282.26 |
3,081.92 |
4,243.94 |
The Company''s consolidated revenue from operations in the financial year 2024-25 increased by 19.73% from ?98,694.74 Lakh to
?1,18,163.54 Lakh. The EBITDA on a consolidated basis increased by 1.18% from ?9,975.38 Lakh to ?10,093.51 Lakh for the year under
review. The consolidated Net Profit decreased by 20.40% from ?4,282.26 Lakh to ?3,408.66 Lakh during the year under review.
OVERVIEW
India reaffirmed its position as the world''s fastest-growing major
economy in FY25, sustaining robust growth despite persistent
global headwinds. The momentum was fueled by resilient
consumer demand, strong performance across services and
manufacturing, and a rebound in rural economic activity.
OVERVIEW
India reaffirmed its position as the world''s fastest-growing major
economy in FY25, sustaining robust growth despite persistent
global headwinds. The momentum was fueled by resilient
consumer demand, strong performance across services and
manufacturing, and a rebound in rural economic activity.
The easing of commodity prices led to a moderation in inflation,
allowing the Reserve Bank of India to lower interest rates. This
strategic shift strengthened consumer sentiment and sparked a
revival in private consumption.
All key sectors of agriculture, industry, and services registered
healthy expansion. Manufacturing activity hit multi-month highs,
while rising economic and climatic demands pushed electricity
consumption upward. The core sector posted steady gains,
and GST collections reached a record peak, reflecting vigorous
economic activity and heightened compliance.
India''s GDP is projected to grow between 6.3% and 6.8% in
FY26. Although challenges such as global volatility, supply chain
disruptions, and inflation persist, the nation''s strong domestic
fundamentals, consistent policy support, and stable governance
framework are expected to underpin sustained growth.
The fiscal year marked a significant milestone for the Company,
characterized by strategic capacity enhancements and a
strengthened market presence.
1) The acquisition of Kisan Mouldings Ltd. enhanced our
manufacturing capacity to 225,500 tons. This includes
165,500 tons from Apollo Pipes Ltd.''s existing plants and an
additional 60,000 tons from Kisan Mouldings, significantly
strengthening our presence in West India.
2) A capacity addition of 33,000 tons is in progress, comprising
a 30,000-ton Greenfield plant in Varanasi, targeted for
completion by FY26, and a 3,000-ton allocation dedicated
to new product lines, such as window and door profiles.
3) Alongside the Greenfield expansion, we are also executing
a 27,500-ton brownfield expansion. Collectively, these
strategic initiatives will scale up the total installed capacity
to 286,000 tons.
PROSPECTS
India''s real estate sector delivered a strong performance in FY25,
with all segments registering notable growth. Rising incomes and
evolving aspirations among India''s middle class continue to drive
housing demand. At the same time, expansion into Tier 2, Tier 3,
and rural markets has unlocked significant opportunities for the
building products and infrastructure ecosystem.
Government-led agricultural programsâincluding enhanced
irrigation infrastructure under the Pradhan Mantri Krishi Sinchayee
Yojana and increased funding through the Rural Infrastructure
Development Fund (RIDF)âhave significantly boosted farm
productivity. This rise in rural prosperity and purchasing power is
translating into higher demand for housing, water management
systems, and civic infrastructure in semi-urban and rural regions.
As India continues its development journey, the convergence of
urbanisation trends, agricultural upliftment, and infrastructure
investment is expected to foster sustained growth in housing
and allied sectors. The building products industry is poised to
benefit from this expanded opportunity landscape, driven by
both grassroots demand and strategic policy support.
PROJECTS
Buoyed by India''s robust growth outlook, we remain firmly
committed to expanding our operational scale through targeted,
forward-looking investments. In FY25, we deployed C166 crore in
capital expenditure to advance our manufacturing capabilities,
and we have allocated an additional C100 crore for FY26 to
accelerate this momentum further.
These investments are fully funded through internal accruals,
underscoring our strong financial discipline and reinforcing
our commitment to maintaining a debt-free balance sheet. Our
strategic approach positions us for sustained scalability and long-
:erm value creation, grounded in resilience, innovation, and fiscal
esponsibility.
DIVIDEND
rhe Board of Directors of the Company is pleased to recommend
i dividend @7% (C0.70 per share) as final dividend on the equity
shares for the financial year 2024-25 for the approval of Members
of the Company at the ensuing Annual General Meeting. The
oayment of dividend will be subject to deduction of applicable
:axes. The dividend on equity shares, if approved by the Members,
will amount to C308.34 lakh.
Pursuant to Regulation 43A of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (as amended), the
Company has a Dividend Distribution Policy. During the year, there
oave been no changes to the policy and the same is available on
our website at https://www.apollopipes.com/assets/front/media/
oroduct/Microsoft-Word-28-Dividend-Distribution-Policy.pdf
TRANSFER TO RESERVES
he Board of Directors of your Company has decided not to
:ransfer any amount to the Reserves for the year under review.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year 2024-25, 4 (Four) meetings of the Board
of Directors of the Company were held. for details of meetings
of the Board, please refer to the Corporate Governance Report,
which forms part of this Annual Report.
Pursuant to the requirements of Schedule IV to the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate Meeting of the
ndependent Directors of the Company was also held on 13th
:ebruary, 2025, without the presence of Non-Independent
Directors and members of the management.
NTERNAL FINANCIAL CONTROL
he Company has in place adequate Internal Financial Controls
within the meaning of Section 134(5)(e) of the Companies Act,
2013 (the "Act"). For the financial year ended March 31,2025, the
3oard is of the opinion that the Company had sound Internal
:inancial Controls commensurate with the size and nature of
ts operations and are operating effectively and no reportable
material weakness was observed in the system during the year.
3ased on the annual Internal Audit programme as approved
y Audit Committee of the Board, regular Internal Audits are
onducted covering all offices, factories and key areas of the
ousiness. Findings are placed before the Audit Committee, which
¦eviews and discusses the actions taken with the management.The
Audit Committee also reviews the effectiveness of the Company''s
nternal controls and regularly monitors implementation of audit
ecommendations.
fhere are existing internal policies and procedures for ensuring
the orderly and efficient conduct of 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.
ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) of the Act,
the Annual Return for the financial year 2024-25, is available on
the Company''s website at https://www.apollopipes.com/financial
SUBSIDIARY COMPANIES, JOINT VENTURES AND
ASSOCIATES
The Company have one material listed subsidiary namely Kisan
Mouldings Limited in the immediately preceding accounting year
and has one step-down subsidiary namely KML Tradelinks Private
Limited. However, as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, SEBI has made it mandatory
for all listed companies to formulate a policy for determining
''material'' subsidiaries. Accordingly, a policy on ''material''
subsidiaries was formulated by the Audit Committee of the
Board of Directors and same is also posted on the website of the
Company and may be accessed at https://www.apollopipes.com/
assets/front/media/product/Policy%20for%20determining%20
Material%20Subsidiaries.pdf
The subsidiaries continue to play a key role in supporting
the Company''s operations complementing Apollo Pipes''
business model.
During the year under review, the Company acquired an additional
4.02% equity stake in Kisan Mouldings Limited, thereby increasing
its shareholding from 53.57% to 57.59%. Further, there were no
changes in the Company''s subsidiary structure during the year.
The Board of Directors reviewed the affairs of the subsidiary
during the year. In accordance with Section 129(3) of the
Companies Act, 2013 ("Act"), the consolidated financial
statements of the Company and all its subsidiaries have been
prepared and form part of this Annual Report. Please refer to the
Consolidated Financial Statements section of the Annual Report
for further details.
In accordance with the provisions of Section 136 of the
Companies Act, 2013, the audited financial statements and
related information of the subsidiary, where applicable, are
available for inspection during regular business hours at the
company''s corporate office at A- 140, Sector 136, Noida, Uttar
Pradesh-201301 and the same are also available at our website i.e
https://www.apollopipes.com/
A report on the performance and financial position of the
subsidiaries in form AOC-1 is annexed hereto as Annexure ''A'' and
forms an integral part of this report.
In accordance with the provisions of Section 136 of the
Companies Act, 2013, the audited financial statements and
related information of the subsidiaries, where applicable, are
available for inspection during regular business hours at the
company''s corporate office at A- 140, Sector 136, Noida, Uttar
Pradesh-201301 and the same are also available at our website i.e
https://www.apollopipes.com/
The Company has no associates or joint ventures.
CONSOLIDATION OF FINANCIAL STATEMENTS
The consolidated financial statements prepared as per the
provisions of Section 129 of the Companies Act, 2013 (The Act)
and Schedule III of the Act, are annexed and forms an integral
part of this report.
DEPOSITS
Your Company has neither accepted nor renewed any public
deposits within the meaning of Section 73 of the Act read with
Companies (Acceptance of Deposits) Rules, 2014, and described
under chapter V of Companies Act, 2013, during the financial year
under report.
The Company had no unpaid /unclaimed deposit(s) as on 31st
March, 2025.
SHARE CAPITAL
During the financial year 2024-25, the Company has increased its
Authorised Share Capital from C 45,00,00,000/- (Rupees Forty Five
Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakh) equity
shares of C10/- (Rupees Ten only) each to C50,00,00,000/- (Rupees
Fifty Crore only) divided into 5,00,00,000 (Five Crore) equity
shares of C10/- (Rupees Ten only) each, pursuant to approval of
the members of the Company, vide resolution passed through
Postal ballot on 26th February, 2025.
During the year under review, the Company had allotted
20,00,000 and 26,95,000 Equity Shares of face value of C10/- each
on April 11, 2024 and November 06, 2024 respectively, pursuant
to conversion of 46,95,000 Warrants out of 47,20,000 Fully
Convertible Warrants ("Warrants"), issued and allotted on May
10, 2023, at an issue price of C550/- each, by way of preferential
allotment to the persons belonging to ''''Promoter and Promoter
group'' and ''Non-Promoter category'' and the aforesaid equity
shares are under lock-in for such period as prescribed under SEBI
(ICDR) Regulations, 2018.
Consequent to the said allotment, the Paid-up Equity Share
Capital of the Company stands increased from C39,35,32,060
(Rupees Thirty Nine Crore Thirty Five Lakh Thirty Two Thousand
and Sixty only) divided into 3,93,53,206 (Three Crore Ninety Three
Lakh Fifty Three Thousand Two Hundred and Six) Equity Shares of
C10/- (Rupees Ten Only) each to C44,04,82,060 (Rupees Forty Four
Crore Four Lakh Eighty Two Thousand and Sixty only) divided
into 4,40,48,206 (Four Crore Forty Lakh Forty Eight Thousand Two
Hundred and Six) Equity Shares of C10/- (Rupees Ten Only) each.
The Company has neither issued shares with differential voting
rights nor has issued any sweat equity shares.
MATERIAL CHANGE
The Board of Directors in its meeting held on 27th January, 2025
considered and approved the issue and allotment of up-tc
20,00,000 (Twenty Lakh) Fully Convertible Warrants ("Warrants")
of Face value of C 10/~ each carrying a right exercisable by the
Warrant holder to subscribe to one Equity Share per Warrant to
persons belonging to Non-Promoter Category on preferentia
basis ("Preferential Issue") at an issue price of C550/- (Rupees
Five Hundred and Fifty Only) in accordance with provisions ol
Chapter V of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended and applicable provisions of
Companies Act, 2013 and rules made thereunder, aggregating
upto C110,00,00,000/- (Rupees One Hundred Ten Crore Only)
to be convertible at the option of the warrant holder in one or
more tranches within 18 months from the date of allotment into
equivalent number of fully paid-up equity shares of face value
of C10/- each for cash. Further, approval of shareholders was
received by way of special resolution passed through Postal Ballot
on February 26, 2025 and the ''In-Principle'' approval for listing of
shares from National Stock Exchange of India Limited and BSE
Limited was received on April 09, 2025.
After getting In-principal approval from National Stock Exchange
of India Limited and BSE Limited, the Finance Committee of the
Board had approved the allotment of Convertible warrants in its
Meeting held on 23rd April, 2025.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board had, based on the recommendation of the Nomination
and Remuneration Committee ("NRC") at its meeting held on
27th January, 2025 reappointed Mr. Sameer Gupta as Chairman &
Managing Director, for a further period of 5 years w.e.f. 1st April,
2025, which was subsequently approved by the members of the
Company, vide resolution passed through Postal ballot on 26th
February, 2025.
Further, the Board had, based on the recommendation of the
Nomination and Remuneration Committee ("NRC") at its meeting
held on 27th January, 2025 reappointed Mr. Abhilash Lal as an Non
Executive Independent Director, for a further period of 5 years
w.e.f. 22nd March, 2025, which was approved by the members of
the Company, vide resolution passed through Postal ballot on
26th February, 2025.
Pursuant to the recommendations of the Nomination &
Remuneration Committee (NRC), the Board of Directors at
its meeting held on 7th August 2025 had approved the re¬
appointment of Mr. Arun Agarwal as Whole-time Director
designated as Joint Managing Director of the Company for a
further term of 3 years with effect from 1st April, 2026.
Mr. Arun Agarwal also retires by rotation at the ensuing AGM and
being eligible, offers himself for reappointment.
The Board of Directors recommends the re-appointment of
Mr. Arun Agarwal for approval of the members.
All Independent Directors of the Company have given declarations
that they meet the criteria of independence as provided in Section
149(6) read with schedule IV of the Companies Act, 2013 and also
Regulation 16(1)(b) of the Listing Regulations. Further, pursuant
to the Regulation 25(8) of the Listing Regulations, Independent
Directors of the Company declared that they are not aware of any
circumstances or situation that exists or can be anticipated which
could render them incapable of performing their duties with
reasonable independent judgement and without any external
influence. The Board took the same on record after undertaking
assessment of its veracity.
Further, in pursuance of Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, all Independent
Directors of the Company have duly confirmed validity of their
respective registration with the Indian Institute of Corporate
Affairs (IICA) database.
In the opinion of the Board all the Independent Directors are
person of integrity and having requisite expertise, skills and
experience (including the proficiency) required for their role and
are independent of the management.
During the financial year ended 31st March, 2025, none of
the directors resigned from the Company. Mr. Ankit Sharma,
Company Secretary & Compliance Officer, has resigned from the
Company to pursue some other opportunities w.e.f. November
25, 2024. The Board has appointed Mr. Gourab Kumar Nayak, as
Company Secretary & Compliance Officer in its meeting held on
January 27, 2025.
Pursuant to the provisions of Section 203 of the Act, Sameer
Gupta, Chairman & Managing Director, Arun Agarwal, Joint
Managing Director, Ajay Kumar Jain, Chief Financial Officer and
Gourab Kumar Nayak, Company Secretary, are the KMPs of the
Company as on March 31,2025.
PARTICULARS OF REMUNERATION
Disclosure of ratio of the remuneration of each Executive Director
to the median remuneration of the employees of the Company
and other requisite details pursuant to Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended,
is annexed to this report as Annexure -B and forms an integral
part of this report. Further, particulars of employees pursuant
to Rule 5(2) & 5(3) of the above Rules form part of this report.
However, in terms of the provisions of Section 136 of the said Act,
the report and accounts are being sent to all the members of the
Company and others entitled thereto, excluding the statement
of particulars of employees as required under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended. The said information is
available for inspection at the Corporate Office of the Company
during working days of the Company up to the date of the
ensuing Annual General Meeting.
AUDITORS AND AUDITORS'' REPORT
A. Statutory Auditors
In terms of Section 139 of the Companies Act, 2013 ("the
Act"), M/s. VAPS & Company, Chartered Accountants (Firm
Registration No. 003612N) were appointed for the seconc
term as the Statutory Auditors of the Company at the 34*1
Annual General Meeting ("AGM") held on September 29
2020, to hold office from the conclusion of the said AGM til
the conclusion of the 39th AGM to be held in the year 2025
Accordingly, the tenure of the existing Statutory Auditor;
will be completed at the conclusion of the ensuing AGM.
Based on the recommendation of the Audit Committee
the Board of Directors has recommended the appointmem
of M/s. AKGVG & Associates, Chartered Accountants (Firm
Registration No. 018598N) as the Statutory Auditors of the
Company for a first term of five (5) consecutive years, to hole
office from the conclusion of the 39th AGM till the conclusion
of the 44th AGM to be held in the year 2030, subject to the
approval of Members at the ensuing AGM. Brief detail;
of M/s. AKGVG & Associates, Chartered Accountants, are
separately provided in the Notice of the ensuing AGM.
M/s. AKGVG & Associates, Chartered Accountants, have
given their consent to act as Statutory Auditors of the
Company and have confirmed that their appointment (i
made) would be within the limits specified under Section
141(3)(g) of the Act. They have further confirmed that the)
are not disqualified to be appointed as Statutory Auditor;
in terms of Sections 139(1) and 141(3) of the Act and the
Companies (Audit and Auditors) Rules, 2014.
The Statutory Auditors'' Report on the Standalone anc
Consolidated Financial Statements of the Company for the
financial year ended March 31,2025, issued by M/s. VAPS &
Company, Chartered Accountants (FRN: 003612N), does no''
contain any qualification, reservation, adverse remark, oi
disclaimer and forms part of this Annual Report.
Further, there were no frauds reported by the Auditors undei
Section 143(12) of the Act during the year under review.
B. Cost Auditors
The Company has maintained the cost records as prescribed
by the Companies Act, 2013 ("the Act"). In terms of Sectior
148 of the Act, the Company is required to have the audi
of its cost records conducted by a Cost Accountant. In thi:
connection, the Board of Directors of the Company, at it;
meeting held on August 7, 2025, upon the recommendation
of the Audit Committee, approved the appointment of M/s
HMVN & Associates, Cost Accountants (FRN: 000290), as the
Cost Auditors of the Company for the financial year ending
March 31,2026.
In accordance with the provisions of Section 148(3) of the
Act read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost Auditors,
as recommended by the Audit Committee and approved by
the Board, is required to be ratified by the Members of the
Company. Accordingly, an appropriate resolution seeking
Members'' approval forms part of the Notice convening the
Annual General Meeting.
M/s. HMVN & Associates, Cost Accountants, have extensive
experience in the field of cost audit and have been
conducting the audit of cost records of various reputed
companies over the years. The Cost Audit Report of the
Company for the financial year ended March 31, 2025, will
be filed with the Ministry of Corporate Affairs (MCA).
C. Secretarial Auditors
Pursuant to the provisions of Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and Section
204 of the Companies Act, 2013 ("the Act") read with Rule
9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee
and the Board of Directors, at their meeting held on August
7, 2025, approved the appointment of M/s. Anjali Yadav &
Associates, Practising Company Secretaries, a Peer Reviewed
Firm, as the Secretarial Auditors of the Company for a term
of five (5) consecutive years commencing from FY 2025-26
till FY 2029-30, subject to the approval of Members at the
ensuing Annual General Meeting. Brief details of M/s. Anjali
Yadav & Associates, Practising Company Secretaries, are
separately provided in the Notice of the ensuing AGM.
M/s. Anjali Yadav & Associates, Practising Company
Secretaries, have given their consent to act as Secretarial
Auditors of the Company and confirmed that their
appointment (if made) would be within the prescribed
limits under the Act, Rules made thereunder, and SEBI
Listing Regulations. They have further confirmed that they
are not disqualified to be appointed as Secretarial Auditors
in terms of the provisions of the Act, Rules made thereunder,
and SEBI Listing Regulations.
The Secretarial Audit Report for the said year, in the
prescribed format, is annexed to this Report as Annexure -
C and forms an integral part thereof. Further, the Secretarial
Auditors have not reported any fraud under Section
143(12) of the Act.
RELATED PARTY TRANSACTIONS
During the financial year ended March 31,2025, all the contracts or arrangements or transactions entered into by the Company with
the related parties were in the ordinary course of business and on ''arm''s length'' basis and were in compliance with the applicable
provisions of the Act read with Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 (Listing
Regulations).
In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following material
related party transactions are placed before the members for approval at the ensuing Annual General Meeting (AGM), by means of
ordinary resolution. These transactions are proposed to be entered with the Subsidiary of the Company, Kisan Mouldings Limited at
arm''s length basis and are in ordinary course of business.
|
S.No. |
Aggregate estimated maximum |
Nature and material terms of contract/ arrangement/ transaction |
|
1 |
75.00 |
Sale of raw materials, Consumables, finished goods and capital equipments/assets etc. |
|
2 |
30.00 |
Purchase of goods (Pipes & Fittings, Tubes & structures etc.) |
|
3 |
60.00 |
Transactions relating to Granting/providing of loan, guarantee, surety, indemnity, or |
i he Board recommends the above material related party transactions ror approval or members by means or ordinary resolutions.
Further, the Company has not entered into any contract or arrangement or transaction with the related parties which were not on
''arm''s length'' basis or which could be considered material in accordance with the policy of the Company on materiality of related party
transactions. In view of the above, it is not required to provide the specific disclosure of related party transactions in form AOC-2.
Your Directors draw the attention of the Members to note no. 37 of the Financial Statement which sets out related party disclosures.
EMPLOYEE STOCK OPTION SCHEME (ESOS)
The Company, under the Apollo Pipes Limited Employee Stock Option Scheme - 2020 ("the Scheme"), approved by the Shareholders
vide Postal Ballot on April 21, 2020, grants share-based benefits to eligible employees of the Company with a view to attracting
and retaining the best talent, encouraging employees to align individual performances with Company''s objectives, and promoting
increased participation by them in the growth of the Company. The total number of equity shares to be allotted pursuant to the
exercise of the stock incentives under the Scheme to the employees of the Company shall not exceed 4,00,000 equity shares.
The following disclosures is being made under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation
14 of the Securities and Exchange Board of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 as on March 31,
2025 and the said disclosure is also available on the website of the Company at www.apollopipes.com :
|
S. No. |
Particulars (During the financial year |
Apollo Pipes Limited Employee Stock |
|
1 |
Date of shareholders'' approval |
April 21,2020 |
|
2 |
Total number of options approved under ESOS |
4,00,000 |
|
3 |
Vesting requirements |
Options granted would vest not less than 1 year and not more |
|
4 |
Exercise price or pricing formula |
The Exercise price is pre-determined at C166 per option. |
|
5 |
Maximum term of options granted |
5 years (4 years for vesting and 1 year for exercise) |
|
6 |
Source of shares |
Secondary |
|
7 |
Variation in terms of options |
No Variation during FY 2024-25 |
|
8 |
Method used to account for ESOS |
Black Scholes Methodology |
|
S. No. |
Particulars (During the financial year |
Apollo Pipes Limited Employee Stock |
|
9 |
Where the company opts for expensing of the options |
NA |
|
10 |
Option movement during the year: |
|
|
Number of options outstanding at the beginning of the |
1,24,450 |
|
|
Number of options granted during the year |
51,900 options (granted on 29.03.2025) |
|
|
Number of options lapsed during the year |
6,100 |
|
|
Number of options vested during the year |
61,500 |
|
|
Number of options exercised during the year |
27,900 |
|
|
Number of shares arising as a result of exercise of options |
27,900 |
|
|
Money realized by exercise of options (C), if scheme is |
Refer note below* |
|
|
Loan repaid by the Trust during the year from exercise |
40,33,800 |
|
|
Number of options outstanding at the end of the year |
1,42,350 |
|
|
Number of options exercisable at the end of the year |
1,42,350 |
|
|
11 |
Weighted-average exercise prices and weighted-average |
Exercise Price pre-determined is C166 per option. |
|
12 |
Employee wise details of options granted to - Senior managerial personnel as defined under |
Mr. Ajay Kumar Jain - 26,000 |
|
Any other employee who receives a grant in any one year |
None |
|
|
Identified employees who were granted option, during |
None |
|
|
13 |
A description of the method and significant assumptions (a) the weighted-average values of share price, exercise (b) the method used, and the assumptions made to (c) how expected volatility was determined, including (d) whether and how any other features of the options |
Exercise Price is C166/- per share Expected Volatility in the range of 35.45% to 63.36% Expected Option Life is 3 Years to 4.50 Years Risk Free Rate in the range of 6.34% to 6.35% NA The volatility has been determined as the annualized standard NA |
Note: Total amount realized by exercise of options is C40,33,800
excluding TDS amount of C24,25,699/-
Note: All figures are mentioned after taking impact of Bonus
Issue of shares.
The Certificate from the Secretarial Auditors of the Company
certifying that the scheme is being implemented in accordance
with the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and the resolution passed by the
Members, would be placed at the Annual General Meeting for
inspection by Members.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134 sub-section 3(c) and sub¬
section 5 of the Act, your Directors to the best of their knowledge
hereby state and confirm that:
a. In the preparation of the annual accounts for the year ended
March 31,2025, the applicable accounting standards have
been followed along with proper explanations relating to
material departures.
b. Such accounting policies have been selected and applied
consistently and judgments and estimates have been made
that are reasonable and prudent to give a true and fair view
of the Company''s state of affairs as at March 31,2025 and of
the Company''s profit for the year ended on that date.
c. Proper and sufficient care has been taken 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.
d. The annual financial statements have been prepared on a
going concern basis.
e. The internal financial controls were laid down to be followed
that and such internal financial controls were adequate and
were operating effectively.
f. Proper systems were devised to ensure compliance with the
provisions of all applicable laws and that such systems were
adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In line with the provisions of Section 135, Schedule VII of the
Act, the Company has framed its Corporate Social Responsibility
(CSR) policy for development of programmes and projects for the
benefit of weaker sections of the society and the same has been
approved by Corporate Social Responsibility Committee (CSR
Committee) and the Board of Directors of the Company. The CSR
policy of the Company provides a road map for its CSR activities.
During the year under review, the Company has made
contribution of C59.08 Lakh (Rupees Fifty Nine Lakh Eight
Thousand) as against the mandatory CSR expenditure for various
CSR purposes and has transferred C50,00,000/- (Rupees Fifty
lakh) to the unspent CSR account of the Company on 28.04.2025
pertaining to ongoing projects in compliance to the provisions of
the act relating to CSR.
The Annual Report on CSR activities containing all the requisite
details (including brief of CSR Policy, CSR Committee as well as
expenditure details) is annexed herewith as Annexure - D and
forms an integral part of this report.
The CSR Policy has been uploaded on the Company''s website
and may be accessed at the link: https://www.apollopipes.com/
assets/front/media/product/244084920_CSR_Policy_of_Apollo_
Pipes_Limited.pdf
During the year under review, no change has been made in
the CSR Policy.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186
In terms of Section 186 of the Act and rules framed thereunder,
details of Loans (including purpose thereof), Guarantees given,
and Investments made have been disclosed in the Notes to the
financial statements for the year ended March 31, 2025.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The company is committed to achieve the highest standards
of environmental excellence by adopting environmentally
sustainable and effective operating systems and processes.
Information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required
under Section 134 (3)(m) of the Act read with the Rule 8 (3) of the
Companies (Accounts) Rules, 2014, is furnished as Annexure - E
and forms an integral part of this report.
CORPORATE GOVERNANCE
Your Company reaffirms its commitment to the highest standards
of corporate governance practices as specified in Regulations
17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46 and para C, D and E of Schedule V and Regulation
34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Corporate Governance Report
(Annexure - F) along with compliance certificate dated July 16,
2025 obtained from M/s. Anjali Yadav & Associates, Practicing
Company Secretaries which are annexed herewith and forms an
integral part of this report.
The Corporate Governance Report which forms part of this report,
inter-alia, also covers the following:
a) Particulars of the Board Meetings held during the financial
year under review.
b) Policy on Nomination and Remuneration of Directors, Key
Managerial Personnel and Senior Management including,
inter alia, the criteria for performance evaluation of Directors.
c) The manner in which a formal annual evaluation has been
made by the Board of its own performance and that of its
Committees and individual Directors.
d) The details with respect to composition of Audit Committee
and establishment of Vigil Mechanism.
e) Details regarding Risk Management.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per the requirement of Regulation 34(2)(e) and Schedule V
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a detailed Management Discussion and
Analysis Report forms part of the Annual Report of the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
Business Responsibility and Sustainability Report for the year
under review, as stipulated under Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations
2015 and as per SEBI Circulars, is presented in a separate section
forming an integral part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND ANNUAL GENERAL MEETINGS
During the period under review, the Company has duly complied
with the applicable provisions of the Secretarial Standards issued
by the Institute of Company Secretaries of India on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2).
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has complied with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and has zero tolerance for sexual harassment
at the workplace and has adopted policy on Prevention of Sexual
Harassment at the Workplace in line with the provisions of the said
Act with the objective of providing a safe working environment,
where employees feel secure. An Internal Complaints Committee
has also been set up to redress complaints received regarding
Sexual Harassment.
Following complaints of sexual harassment were received during
the financial year 2024-25.
|
Particulars |
No. of Compliants/ cases |
|
(a) number of complaints of sexual |
0 |
|
(b) number of complaints disposed off |
NA |
|
(c) number of cases pending for more |
NA |
Disclosures in relation to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 have
been provided in the Report on Corporate Governance.
OTHER DISCLOSURES AND REPORTING
Your Directors states that no disclosure or reporting is required
with respect to the following items as there were no transactions
on these items during the year under review:
1. Change in the nature of business of the Company.
2. Issue of shares (including sweat equity shares) to employees
of the Company under any scheme save and except ESOS
referred to in this report.
3. Any remuneration or commission received by Chairman &
Managing Director of the Company, from its subsidiary.
4. Significant or material orders passed by the regulators or
courts or tribunal which impacts the going concern status
and company''s operations in future.
5. Material changes and commitments, if any, affecting the
financial position of the company which have occurred
between the end of the financial year of the company
to which the financial statements relate and the date
of the report.
6. The details of application made or any proceeding pending
under Insolvency and Bankruptcy Code, 2016 during the
year along with their status as at the end of the financial year.
7. The 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.
8. The Company has complied with the provisions of Maternity
Benefit Act 1961.
During the reporting year, all the recommendations of the Audit
Committee were accepted by the Board of Directors.
APPRECIATION
The Directors thank the Company''s employees, customers, vendors, investors and academic partners for their continuous support. The
Directors also thank the Government of India and concerned Government departments and agencies for their co-operation.
The Directors appreciate and value the contribution made by every member of the Apollo Pipes family.
For and on behalf of Board of Directors of
Apollo Pipes Limited
Sd/-
Sameer Gupta
Place: Noida Chairman & Managing Director
Date: August 07, 2025 (DIN: 00005209)
Mar 31, 2024
Your Directors are pleased to present the 38th Annual Report on the business and operations of your Company along with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31,2024.
FINANCIAL PERFORMANCE:
The Company''s financial performance for the year under review along with the previous year''s figures is given hereunder:
(C In Lakh)
|
Particulars |
Consolidated |
Standalone |
|
|
FY 2023-24 |
FY 2023-24 |
FY 2022-23 |
|
|
Gross sales |
98694.74 |
97,713.80 |
91,452.34 |
|
Add : Other income |
390.45 |
390.45 |
196.36 |
|
Total revenue |
99,085.18 |
98,104.24 |
91,648.70 |
|
Operating expenses |
89109.80 |
88,178.81 |
84,649.26 |
|
EBIDTA |
9975.38 |
9925.43 |
6,999.44 |
|
Less : Finance cost |
506.73 |
507.28 |
886.37 |
|
Less : Depreciation and amortization |
2986.07 |
2973.89 |
2839.32 |
|
Profit before tax (PBT) |
6482.58 |
6444.26 |
3273.74 |
|
Less : Tax expense |
2200.32 |
2200.32 |
882.25 |
|
Profit after tax for the year (PAT) |
4282.26 |
4243.94 |
2391.48 |
The Company reported an encouraging financial performance in a difficult year. The gross turnover in the financial year 2023-24 increased appreciably by 7% from B91,452.34 Lakh to B97713.80Lakh. The EBITDA scaled by 42% from B6,999.44 Lakh to B9925.43 Lakh for the year under review. The Net Profit increased by 77% from B2,391.48 Lakh to B4243.94 Lakh over the same period. Cost optimisation initiatives and stringent working capital monitoring helped improve cash flow and profitability.
DIVIDEND
The Board of Directors of the Company is pleased to recommend a dividend @10% (B1 per share) as final dividend on the equity shares for the financial year 2023-24 for the approval of Members of the Company at the ensuing Annual General Meeting. The payment of dividend will be subject to deduction of applicable taxes. The dividend on equity shares, if approved by the Members, will amount to B3,93,53,206/- ( Three Crores Ninety Three Lacs Fifty Three Thousand and Two Hundred Six Only).
Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), the Company has a Dividend Distribution Policy. During the year, there have been no changes to the policy and the same is available on our website at https://www.apollopipes.com/media/product/ Microsoft-Word-28-Dividend-Distribution-Policy.pdf
TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.
OVERVIEW
India demonstrated significant resilience in the face of considerable global turmoil to sustain its position as the fastest-growing major economy for another year.
Economic progress was spurred by government spending on infrastructure. The construction and manufacturing sectors also
played a crucial role in contributing to the robust growth rate. The government''s revenue exceeded expectations, and GST collection has scaled new heights.
While inflation remained elevated throughout the year, RBI''s interventions helped scale inflation below the upper tolerance levels towards the close of the fiscal.
The economic growth outlook for FY25 looks positive despite several headwinds, such as hardening crude oil prices, the global supply chain bottleneck, and potential geopolitical tensions. According to the April 2024 estimates of the Reserve Bank of India, the GDP for FY25 is set to grow at 7%.
As the incumbent Government retains power at the Centre, there is considerable promise that favourable policies and schemes will be continued, and new initiatives will be curated to sustain India''s economic progress.
BUSINESS PERFORMANCE
Your Company reported a stellar performance in a year that was challenging. Sales volumes scaled appreciably, resulting in a healthy topline. Significant cost optimisation measures and economies of scale shored business profitability considerably.
The marketing team did a commendable job of creating a market for the additional volumes and collapsing the working capital cycle, which increased the organisation''s liquidity.
The Company continued to expand its product offerings with value-added variants. Alongside product development, branding initiatives continued throughout the year through social media campaigns and other electronic media to enhance product and brand visibility.
The fiscal was an important milestone as the Company expanded its capacity and widened its reach.
1) We acquired Kisan Mouldings, a leading pipe company in West India, which gave us a footprint in West India with a capacity of 60,000 tons.
2) We kick-started our greenfield Varanasi expansion with a total capex outlay of B120 Crore, which added 30,000 tons to our overall capacity. With this plant, we will have a pan-India presence.
PROSPECTS
The real estate sector reported a strong performance in FY24, with every segment reporting considerable progress. This trend is expected to gain momentum with the growing earnings and aspirations of the average Indian. Moreover, real estate development, earlier concentrated in urban India, has progressively spread to Tier 2, 3 and 4 towns, significantly widening the opportunity landscape for the building products sector.
PROJECTS
Considering the burgeoning opportunities, we will sustain our investment in augmenting capacities. We will invest B200 Crore in FY25 and B60 Crore in FY26 towards strengthening our manufacturing infrastructure. Despite these sizeable financial commitments, our prudent capital allocation strategy will ensure that we remain debt-free.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate Internal Financial Controls within the meaning of Section 134(5)(e) of the Companies Act, 2013 (the "Act"). For the financial year ended March 31,2024, the Board is of the opinion that the Company had sound Internal Financial Controls commensurate with the size and nature of its operations and are operating effectively and no reportable material weakness was observed in the system during the year.
Based on the annual Internal Audit programme as approved by Audit Committee of the Board, regular Internal Audits are conducted covering all offices, factories and key areas of the business. Findings are placed before the Audit Committee, which reviews and discusses the actions taken with the management. The Audit Committee also reviews the effectiveness of the Company''s internal controls and regularly monitors implementation of audit recommendations.
There are existing internal policies and procedures for ensuring the orderly and efficient conduct of 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.
ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) of the Act, the Annual Return as required under Section 92 of the Act
for the financial year 2023-24, is available on the Company''s website at https://www.apollopipes.com/extract-of-annual-return#investor.
SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES
During the year under review, the Company had one subsidiary as on March 31, 2024, namely Kisan Mouldings Limited (''KML'') and one step down unlisted subsidiary, KML Tradelinks Private Limited (a wholly owned subsidiary of KML).Apollo Pipes Limited had acquired KML as on March 26, 2024 through Strategic Investment by subscribing to 6,40,00,000 Equity Shares i.e. acquisition of 53.57% equity share capital, of the said company by way of preferential issue. The cost of acquisition comes to an aggregate amount of up to B 1,18,40,00,000 /- (Rupees One Hundred Eighteen Crore Forty Lakhs Only) against issuance of 6,40,00,000 Equity Shares of face value of B10/- each fully paid up, for cash, at an issue price of B18.50 (including premium of B8.50) /- per Equity Share, determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, 2018 .The said investment was approved by the Board of Directors of Apollo Pipes Limited in its meeting held on February 13, 2024.
A report on the performance and financial position of the subsidiary in form AOC-1 is annexed hereto as Annexure ''A'' and forms an integral part of this report.
In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiary, where applicable, are available for inspection during regular business hours at the company''s corporate office at A- 140, Sector 136, Noida, Uttar Pradesh-201301 and the same are also available at our website i.e https://www.apollopipes.com/
The Company has no associates or joint ventures.
CONSOLIDATION OF FINANCIAL STATEMENTS
In the beginning of FY 2023-24, the company does not have any subsidiary company however as informed hereabove, the company has acquired 53.57% equity shares of Kisan Mouldings Limited on March 26, 2024 and consequently it has become subsidiary of the Company at the end of FY 2023-24. As part of requirement, the company has consolidated the Financial Statements of Kisan Mouldings Limited.
The consolidated financial statements prepared as per the provisions of Section 129 of the Companies Act, 2013 (The Act) and Schedule III of the Act, are annexed and forms an integral part of this report.
DEPOSITS
Your Company has neither accepted nor renewed any public deposits within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014, and described
under chapter V of Companies Act, 2013, during the financial year under report.
The Company had no unpaid /unclaimed deposit(s) as on March 31,2024.
SHARE CAPITAL
As on March 31, 2024, the Authorized Share Capital of the Company stood at B45,00,00,000/- (Rupees Forty Five Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of B10/- (Rupees Ten only) each.
The Paid up Equity Share capital of the Company as on March 31, 2024 was B39,35,32,060 /- (Rupees Thirty Nine Crore Thirty Five Lakh Thirty Two Thousand and Sixty only) divided into 3,93,53,206 (Three Crore Ninety Three Lakh Fifty Three Thousand Two Hundred and Six) equity shares of B10/- (Rupees Ten only) each.
During the year under review, the Company had allotted 25,000 Equity Shares of face value of B10/- each on January 23, 2024, pursuant to conversion of 25,000 Warrants out of 47,20,000 Fully Convertible Warrants ("Warrants"), issued and allotted on May 10, 2023, at an issue price of B550/- each, by way of preferential allotment to the persons belonging to ''''Promoter and Promoter group'' and ''Non-Promoter category'' and the aforesaid equity shares are under lock-in for such period as prescribed under SEBI (ICDR) Regulations, 2018.
Consequent to the said allotment, the Paid-up Equity Share Capital of the Company stands increased from B39,32,82,060 (Rupees Thirty Nine Crore Thirty Two Lakh Eighty Two Thousand and Sixty only) divided into 3,93,28,206 (Three Crore Ninety Three Lakh Twenty Eight Thousand Two Hundred and Six only) to B39,35,32,060 (Rupees Thirty Nine Crore Thirty Five Lakh Thirty Two Thousand and Sixty only) divided into 3,93,53,206 (Three Crore Ninety Three Lakh Fifty Three Thousand Two Hundred and
Six) Equity Shares of B10/- (Rupees Ten Only) each.
The Company has neither issued shares with differential voting rights nor has issued any sweat equity shares.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Mr. Ashok Kumar Gupta will retire at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment.
All Independent Directors ofthe Company have given declarations that they meet the criteria of independence as provided in Section 149(6) read with schedule IV of the Companies Act, 2013 and also Regulation 16(I)(b) of the Listing Regulations. Further, pursuant to the Regulation 25(8) of the Listing Regulations, Independent Directors of the Company declared that they are not aware of any circumstances or situation that exists or can be anticipated which could render them incapable of performing their duties with reasonable independent judgement and without any external influence. The Board took the same on record after undertaking assessment of its veracity.
Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed renewal of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.
In the opinion of the Board all the Independent Directors are person of integrity and having requisite expertise, skills and experience (including the proficiency) required for their role and are independent of the management.
Composition of the Board of Directors of the Company as on 31.03.2024:
|
S. No. |
DIN |
Name |
Designation |
|
1 |
00005209 |
Mr. Sameer Gupta |
Chairman & Managing Director (Executive) |
|
2 |
10067312 |
Mr. Arun Agarwal |
Joint Managing Director (Executive) |
|
3 |
01722395 |
Mr. Ashok Kumar Gupta |
Director (Non-Executive and Non-Independent) |
|
4 |
08063400 |
Mr. Pradeep Kumar Jain |
Director (Non-Executive and Independent) |
|
5 |
01279485 |
Ms. Neeru Abrol |
Director (Non-Executive and Independent) |
|
6 |
03203177 |
Mr. Abhilash Lal |
Director (Non-Executive and Independent) |
PARTICULARS OF REMUNERATION
Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as Annexure -B and forms an integral part of this report. Further, particulars of employees
pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of the provisions of Section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the statements of Particulars of employees as required under Rule 5(2) of the Company''s (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended. The said information is available for inspection at the Corporate Office of
the Company during working days of the Company up to the date of the ensuing Annual General Meeting.
AUDITORS AND AUDITORS'' REPORT
A. Statutory Auditors
In terms of Section 139 of Companies Act, 2013 ("the Act"), M/s. VAPS & Company, Chartered Accountants, (Firm Registration No. 003612N) had been appointed as Statutory Auditors of the Company in the 34th Annual General Meeting held on September 29, 2020 to hold the office from the conclusion of the said Annual General Meeting till the conclusion of the 39th Annual General Meeting to be held in year 2025.
The report of Statutory Auditor on the Standalone Financial Statements for the financial year ended on March 31,2024, does not contain any qualification, reservation or adverse remark or disclaimer requiring any comments by the Board of Directors.
Further the report of Statutory Auditors on Consolidated Financial Statements for the financial year ended March 31, 2024, have audit qualification/ observation which is as follows:
|
Sr. No. |
Audit Qualification/ Observations |
Reply to Audit Qualification/ Observation |
|
1. |
The subsidiary company |
The |
|
is in default payment of |
Management |
|
|
statutory dues to government |
of Subsidiary |
|
|
authorities and filing of |
Company has |
|
|
periodic returns thereof, which |
analysed the |
|
|
may result in penalty which is |
reason behind |
|
|
not ascertainable and hence |
the default |
|
|
not provide for. The applicable |
and necessary |
|
|
interest against these dues has |
steps are being |
|
|
been provide for. |
taken to pay off the dues very shortly. |
The Company''s standalone and the consolidated financial statements have been prepared in accordance with Ind AS notified under Section 133 of the Act and in terms of Regulation 33 of the SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015.
There are no frauds reported by the Auditors under section 143(12) of the Act.
B. Cost Auditors
In terms of Section 148 of the Act, the Company is required to get the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company in its meeting held on July 29, 2024 had, upon the recommendation of the Audit Committee, approved the appointment of M/s HMVN & Associates,
Cost Accountants (FRN: 000290) as the Cost Auditors of the Company for the year ended March 31,2025.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. Accordingly, appropriate resolution will form part of the Notice convening the Annual General Meeting (AGM). The approval of the members is sought for the proposed remuneration payable to the Cost Auditors for the Financial Year ended March 31,2025. .
M/s HMVN & Associates, Cost Accountants (FRN: 000290), have vast experience in the field of cost audit and have been conducting the audit of the cost records of various big Companies for many years. The Cost Audit Report of the Company for the financial year ended March 31,2024 will be filed with the Ministry of Corporate Affairs (MCA). The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act.
C. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act, the Board of Directors had appointed M/s Anjali Yadav & Associates, Company Secretaries in practice as Secretarial Auditor to carry out the Secretarial Audit of the Company for the financial year 2023-24. The report given by them for the said financial year in the prescribed format is annexed to this report as Annexure - C and forms an integral part of this report. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark etc.
RELATED PARTY TRANSACTIONS
During the financial year ended March 31,2024, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on ''arm''s length'' basis and were in compliance with the applicable provisions of the Act read with Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 (Listing Regulations).
Further, the Company has not entered into any contract or arrangement or transaction with the related parties which were not on ''arm''s length'' basis or which could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the above, it is not required to provide the specific disclosure of related party transactions in form AOC-2.
Your Directors draw the attention of the Members to note no. 37 of the Financial Statement which sets out related party disclosures.
EMPLOYEE STOCK OPTION SCHEME (ESOS)
The Company, under the Apollo Pipes Limited Employee Stock Option Scheme - 2020 "the Scheme" approved by the Shareholders vide Postal Ballot on April 21, 2020, grants share-based benefits to eligible employees of the Company with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company''s objectives, and promoting increased participation by them in the growth of the Company. The total number of equity shares to be allotted pursuant to the exercise of the stock incentives under the Scheme to the employees of the Company shall not exceed 4,00,000 equity shares.
The following disclosures is being made under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities And Exchange Board Of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 as on March 31,2024 and the said disclosure is also available on the website of the Company at www.apollopipes.com :
|
S. No. |
Particulars (During the financial year ended March 31, 2024) |
Apollo Pipes Limited Employee Stock Option Scheme - 2020 |
|
1 |
Date of shareholders'' approval |
April 21,2020 |
|
2 |
Total number of options approved under ESOS |
4,00,000 |
|
3 |
Vesting requirements |
Options granted would vest not less than 1 year and not more than 4 years from the date of employment of the relevant employee. |
|
4 |
Exercise price or pricing formula |
The Exercise price is pre-determined at B166 per option. |
|
5 |
Maximum term of options granted |
5 years (4 years for vesting and 1 year for exercise) |
|
6 |
Source of shares |
Secondary |
|
7 |
Variation in terms of options |
No Variation during FY 2023-24 |
|
8 |
Method used to account for ESOS |
Black Scholes Methodology |
|
9 |
Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. |
NA |
|
10 |
Option movement during the year: |
|
|
Number of options outstanding at the beginning of the period |
1,27,500 |
|
|
Number of options granted during the year |
61,000 options (granted on 30.03.2024) |
|
|
Number of options lapsed during the year |
24,600 |
|
|
Number of options vested during the year |
1,02,900 |
|
|
Number of options exercised during the year |
39,450 |
|
|
Number of shares arising as a result of exercise of options |
39,450 |
|
|
Money realized by exercise of options (INR), if scheme is implemented directly by the company |
Refer note below* |
|
|
Loan repaid by the Trust during the year from exercise price received |
65,48,700 |
|
|
Number of options outstanding at the end of the year |
1,24,450 |
|
|
Number of options exercisable at the end of the year |
1,24,450 |
|
|
11 |
Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. |
Exercise Price pre-determined is B166 per option. Fair value of per option cost is B506.92/- |
|
12 Employee wise details of options granted to - |
Mr. Ajay Kumar Jain - 26,000 |
|
Senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; |
Mr. Ankit Sharma - 10,000 |
|
Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and |
None |
|
Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. |
None |
|
13 A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: |
Exercise Price is B166/- per share Expected Volatility in the range of 39.22% to 42.55% Expected Option Life is 3 Years to 4.50 Years |
|
(a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model. |
Expected Dividend Yield is 0.12% Risk Free Rate in the range of 6.95% to 6.97% |
|
(b) the method used, and the assumptions made to incorporate the effects of expected early exercise. |
NA |
|
(c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and |
The volatility has been determined as the annualized standard deviation of the continuously compounded rate of return of the stock over a period. The Expected volatility has been based on the historical volatility for a period that approximates the expected life of options being valued. |
|
(d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition. |
NA |
Note: Total amount realized by exercise of options is B65,48,700 (excluding TDS amount of B62,18,792) Note: All figures are mentioned after taking impact of Bonus Issue of shares.
The Certificate from the Secretarial Auditors of the Company certifying that the scheme is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members, would be placed at the Annual General Meeting for inspection by Members.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134 sub-section 3(c) and subsection 5 of the Act, your Directors to the best of their knowledge hereby state and confirm that:
a. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanations relating to material departures.
b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as at March 31, 2024 and of the Company''s profit for the year ended on that date.
c. Proper and sufficient care has been taken 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.
d. The annual financial statements have been prepared on a going concern basis.
e. The internal financial controls were laid down to be followed that and such internal financial controls were adequate and were operating effectively.
f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In line with the provisions of Section 135, Schedule VII of the Act, the Company has framed its Corporate Social Responsibility (CSR) policy for development of programmes and projects for the benefit of weaker sections of the society and the same has been approved by Corporate Social Responsibility Committee
(CSR Committee) and the Board of Directors of the Company. The Corporate Social Responsibility (CSR) policy of the Company provides a road map for its CSR activities.
During the year under review, the Company has made contribution of B5,00,000 (Rupees Five Lakh) as against the mandatory CSR expenditure of B1,07,00,000/- (Rupees One Crore Seven Lakh) for various CSR purposes in compliance to the provisions of the act relating to Corporate Social Responsibility and has transferred B 1,02,00,000/- (Rupees One Crore Two Lakh) to the unspent CSR account of the Company on 06.04.2024 pertaining to ongoing projects.
The Annual Report on CSR activities containing all the requisite details (including brief of CSR Policy, CSR Committee as well as expenditure details) is annexed herewith as Annexure - D and forms an integral part of this report.
The CSR Policy has been uploaded on the Company''s website and may be accessed at the link: https://www.apollopipes. com/media/product/244084920 CSR Policy of Apollo Pipes Limited.pdf .
During the year under review, no change has been made in the CSR Policy.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
In terms of Section 186 of the Act and rules framed thereunder, details of Loans (including purpose thereof), Guarantees given, and Investments made have been disclosed in the Notes to the financial statements for the year ended March 31,2024.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The company is committed to achieve the highest standards of environmental excellence by adopting environmentally sustainable and effective operating systems and processes.
Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Act read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as Annexure - E and forms an integral part of this report.
CORPORATE GOVERNANCE
Your Company reaffirms its commitment to the highest standards of corporate governance practices as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of subregulation (2) of Regulation 46 and para C, D and E of Schedule V and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Corporate Governance Report (Annexure - F) along with compliance certificate dated July 29, 2024 obtained from M/s. Anjali Yadav & Associates, Practicing Company Secretaries which are annexed herewith and forms an integral part of this report.
The Corporate Governance Report which forms part of this report, inter-alia, also covers the following:
a) Particulars of the Board Meetings held during the financial year under review.
b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.
c) The manner in which a formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.
d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.
e) Details regarding Risk Management including details development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per the requirement of Regulation 34(2)(e) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report forms part of the Annual Report of the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and Sustainability Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and as per SEBI Circulars, is presented in a separate section forming an integral part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
During the period under review, the Company has duly complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has zero tolerance for sexual harassment at the workplace and has adopted policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act with the objective of providing a safe working environment, where employees feel secure. An Internal Complaints Committee has also been set up to redress complaints received regarding Sexual Harassment.
No complaint of sexual harassment was received during the financial year 2023-24.
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance.
OTHER DISCLOSURES AND REPORTING
Your Directors states that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:
1. Change in the nature of business of the Company.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report.
3. Any remuneration or commission received by Chairman & Managing Director of the Company, from its subsidiary.
4. Significant or material orders passed by the regulators or courts or tribunal which impacts the going concern status and company''s operations in future.
5. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
6. The details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.
7. The 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 reporting year, all the recommendations of the Audit Committee were accepted by the Board of Directors.
APPRECIATION
Yours Directors take this opportunity to express their appreciation for the co-operation received from the customers, vendors, bankers, stock exchanges, depositories, auditors, legal advisors, consultants, stakeholders, business associates, Government of India, State Government, Regulators and Local Bodies during the period under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by the employees of the Company.
For and on behalf of Board of Directors of Apollo Pipes Limited
Sd/-
Sameer Gupta
Place: Noida Chairman & Managing Director
Date: July 29, 2024 (DIN: 00005209)
Mar 31, 2023
The Directors are pleased to present the 37th Annual Report on the business and operations of your Company along with the Audited Financial Statement for the financial year ended March 31,2023.
The Company''s financial performance for the year under review along with the previous year''s figures is given hereunder:
|
(Rs. In Lakh) |
||
|
Particulars |
FY 2022-23 |
FY 2021-22 |
|
Gross sales |
91,452.34 |
78,407.54 |
|
Add : Other income |
196.36 |
379.36 |
|
Total revenue |
91,648.70 |
78,786.90 |
|
Operating expenses |
84,649.26 |
69,068.41 |
|
EBIDTA |
6,999.44 |
9,718.49 |
|
Less : Finance cost |
886.37 |
428.77 |
|
Less : Depreciation and amortization |
2839.32 |
2,570.16 |
|
Profit before tax (PBT) |
3273.74 |
6,719.56 |
|
Less : Tax expense |
882.25 |
1,743.07 |
|
Profit after tax for the year (PAT) |
2391.48 |
4,976.49 |
The Company''s gross turnover in financial year 2022-23 increased significantly by 17% from 778,407.54 Lakh to 791,452.34 Lakh. The EBIDTA has been decreased by 28% from 79,718.49 Lakh to 76,999.44 Lakh for the year under review. The Net Profit of the Company has also decreased by 52% from 74,976.49 Lakh to 72,391.48 Lakh during the year under review. Continuous correction in raw material price led to decrease in margins due to immediate pass on of the same in the market, resulting into inventory Loss.
The Board of Directors of the Company is pleased to recommend a dividend @6% (70.6 per share) as final dividend on the equity shares for the financial year 2022-23 for the approval of Members of the Company at the ensuing Annual General Meeting. The payment of dividend will be subject to deduction of applicable taxes.
Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), the Company has a Dividend Distribution Policy. During the year, there have been no changes to the policy and the same is available on our website at https://www.apollopipes.com/media/product/ Microsoft-Word-28-Dividend-Distribution-Policy.pdf.
The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.
India displayed resilience in an otherwise dull economic environment registering strong GDP growth. This growth was underpinned by Government thrust on capital expenditure and robust private consumption.
While inflation remained elevated throughout the year, RBI''s interventions helped scale inflation below the upper tolerance levels towards the close of the fiscal. Despite a dismal global economic environment, India recorded its highest export numbers. The Government''s revenue collection also scaled new heights.
Optimism in India soared with the announcement of the Union Budget 2023-24, which allocated a massive amount to world-class infrastructure creation, the benefit of which is expected to cascade to multiple sectors.
India is likely to retain its spot among the fastest-growing major economies in the world in FY24, although estimates suggest a dip in GDP. This conservative assessment is due to global risks that could impact India''s progressive journey.
Your Company reported a healthy performance as business volumes grew beyond the budgeted numbers. Revenue from operations and business profitability dropped due to the PVC price volatility.
The Company sustained its investments in debottlenecking capacities and augmenting capabilities for its cPVC and HDPE pipes and fittings. The Company continued to rejuvenate its product basket with customer-relevant products.
Branding initiatives continued throughout the year through social media campaigns and other electronic media to enhance product and brand visibility.
The management has drawn up a comprehensive business plan for expanding capacities through greenfield and brownfield initiatives.
Resurgence in the real estate sector provides considerable promise for improved business performance. Further reduced inflationary pressures and stability in input prices suggest improved profitability going forward. The Company''s focus on strengthening its presence further in the building products segment should improve margins.
Your Company has planned a massive investment of B500 Crore in capacity creation through multiple projects across India. This will include brownfield expansions and setting up new facilities. The combination of these additions will more than double its operating capacity. The Company plans to fund this project through Capital infusion via Preferential Allotments of Convertible Warrants and internal accruals.
The Company has in place adequate Internal Financial Controls within the meaning of Section 134(5)(e) of the Companies Act, 2013 (the "Act"). For the financial year ended March 31,2023, the Board is of the opinion that the Company had sound Internal Financial Controls commensurate with the size and nature of its operations and are operating effectively and no reportable material weakness was observed in the system during the year.
Based on annual Internal Audit programme as approved by Audit Committee of the Board, regular internal audits are conducted covering all offices, factories and key areas of the business. Findings are placed before Audit Committee, which reviews and discusses the actions taken with the management. The
Audit Committee also reviews the effectiveness of Company''s internal controls and regularly monitors implementation of audit recommendations.
There are existing internal policies and procedures for ensuring the orderly and efficient conduct of 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.
In accordance with the provisions of Section 134(3)(a) of the Act, the Annual Return as required under Section 92 of the Act for the financial year 2022-23, is available on the Company''s website at https://www.apollopipes.com/extract-of-annual-return#investor.
SUBSIDARY COMPANIES, JOINT VENTURES AND ASSOCIATES
During the year under review, the Company had no subsidiary, joint venture(s) or associate(s) companies. Hence, disclosure in form AOC-1 is not applicable to the Company.
Your Company has neither accepted nor renewed any public deposits within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014, during the year under report.
As on March 31, 2023, the Authorized Share Capital of the Company stood at B45,00,00,000/- (Rupees Forty Five Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of B10/- (Rupees Ten only) each.
The Paid up Equity Share Capital of the Company as on March 31, 2023 was B39,32,82,060/- (Rupees Thirty Nine Crore Thirty Two Lakh Eighty Two Thousand and Sixty) divided into 3,93,28,206 (Three Crore Ninety Three Lakh Twenty Eight Thousand Two Hundred and Six) equity shares of B10/- (Rupees Ten only) each.
During the year, in accordance with provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, The Company had allotted 47,20,000 (Forty Seven Lakh and Twenty thousand) warrants on preferential basis, on May 10, 2023, to persons belonging to ''Promoter and Promoter group'' and ''Non-Promoter category'' carrying a right to subscribe to one Equity Share per Warrant, for cash of face value of B10/-each at an issue price of B550/- per warrant aggregating upto B2,59,60,00,000/- (Rupees Two Hundred Fifty-Nine Crore and Sixty Lakh Only) to be convertible at the option of the warrant holder in one or more tranches within 18 months from the date of allotment.
Consequent to the said allotment, the Paid-up Equity Share Capital of the Company on fully diluted basis shall be B44,04,82,060 (Forty Four Crore Four Lakh Eighty Two Thousand and Sixty only) divided into 4,40,48,206 (Four Crore Forty Lakh Forty Eight Thousand Two Hundred and Six) equity shares of B10/- (Rupees Ten Only) each.
The Company has neither issued shares with differential voting rights nor has issued any sweat equity shares.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Mr. Sameer Gupta will retire at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment.
The Company has received declaration from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"). Further, pursuant to the Regulation 25(8) of the Listing Regulations, Independent Directors of the Company declared that they are not aware of any circumstances or situation that exists or can be anticipated which could render them incapable of performing their duties with reasonable independent judgement and without any external influence. The Board took the same on record after undertaking assessment of its veracity.
In the opinion of the Board, all the Independent Directors are person of integrity and having requisite expertise, skills and experience (including the proficiency) required for their role and are independent of the management.
Composition of the Board of Directors of the Company as on 31.03.2023:
1. Mr. Sameer Gupta (DIN: 00005209) - Chairman &
Managing Director (Executive)
2. ''Mr. Arun Agarwal (DIN:10067312) - Joint Managing Director ( Executive)
3. VMr. Ashok Kumar Gupta (DIN: 01722395) - Director (Non-Executive and Non-Independent)
4. @Mr. Pradeep Kumar Jain (DIN: 08063400) - Director (Non-Executive and Independent)
5. @Ms. Neeru Abrol (DIN: 01279485) - Director (Non-Executive and Independent)
6. Mr. Abhilash Lal (DIN: 03203177) - Director (Non-Executive and Independent)
Note:
''Mr. Arun Agarwal (DIN:10067312) was appointed as Additional Director on March 14, 2023 and designated as Joint Managing Director w.e.f. April 01, 2023 and the said appointment was subsequently approved by the Members in the duly convened EGM held on April 13, 2023 and Mr. Sanjay Gupta (DIN: 00233188) has resigned from the directorship w.e.f. March 14, 2023.
VMr. Ashok Kumar Gupta (DIN: 01722395) was appointed in place of Mr. Saket Agarwal as Director(Non-Executive in the category of Non- Independent) w.e.f May 06,2022 and the said appointment was subsequently approved by the Shareholders through Postal Ballot on July 06, 2022.
@Mr. Pradeep Kumar Jain (DIN:08063400) and Ms. Neeru Abrol ( DIN: 01279485) were reappointed as Independent Directors of the Company w.e.f. January 30, 2023.
Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as Annexure - A. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. Any Member interested in obtaining such particulars may write to the Company Secretary at email- compliance@apollopipes.com . The said information is available for inspection at the Corporate Office of the Company during working days of the Company up to the date of the ensuing Annual General Meeting.
AUDITORS AND AUDITORS'' REPORT
A. Statutory Auditors
In terms of Section 139 of Companies Act, 2013 ("the Act"), M/s. VAPS & Company, Chartered Accountants, (Firm Registration No. 003612N) had been appointed as Statutory Auditors of the Company in the 34th Annual General Meeting held on September 29, 2020 to hold the office from the conclusion of the said Annual General Meeting till the conclusion of the 39th Annual General Meeting to be held in year 2025.
The report of Statutory Auditor on the financial statements for the financial year ended on March 31, 2023, is selfexplanatory and does not contain any qualification, reservation or adverse remark or disclaimer.
B. Cost Auditors
In terms of Section 148 of the Act, the Company is required to get the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company in its meeting held on July 25, 2023 had, upon the recommendation of the Audit Committee, approved the appointment of M/s HMVN & Associates, Cost Accountants (FRN: 000290) as the Cost Auditors of the Company for the year ended March 31,2024.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. Accordingly, appropriate resolution will form part of the Notice convening the Annual General Meeting (AGM). The approval of the Members is sought for ratifying the remuneration of B 1,00,000/- (Rupees One Lakh Only) excluding GST as applicable payable to the Cost Auditors for the financial year ending March 31,2024.
M/s HMVN & Associates, Cost Accountants (FRN: 000290) have vast experience in the field of cost audit and have been conducting the audit of the cost records of various big Companies for many years. The Cost Audit Report of the Company for the financial year ended March 31, 2023 will be filed with the Ministry of Corporate Affairs (MCA). The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act.
C. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act, the Board of Directors had appointed M/s Anjali Yadav & Associates, Company Secretaries in practice as Secretarial Auditor to carry out the Secretarial Audit of the Company for the financial year 2022-23. The report given by them for the said financial year in the prescribed format is annexed to this report as Annexure - B. The Secretarial Audit Report is self-explanatory and does not contain any qualification,
reservation or adverse remark etc. Further, the Board has appointed the said firm for conducting the Secretarial Audit for Financial Year 2023-24 also.
RELATED PARTY TRANSACTIONS
During the financial year ended March 31,2023, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on ''arm''s length'' basis and were in compliance with the applicable provisions of the Act read with Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 (Listing Regulations).
Further, the Company has not entered into any contract or arrangement or transaction with the related parties which were not on ''arm''s length'' basis or which could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the above, it is not required to provide the specific disclosure of related party transactions in form AOC-2.
Your Directors draw attention of the Members to Note no. 37 of the Financial Statement which sets out related party disclosures.
EMPLOYEE STOCK OPTION SCHEME (ESOS)
The Company, under the Apollo Pipes Limited Employee Stock Option Scheme - 2020 ("the Scheme") approved by the Shareholders vide postal ballot on April 21, 2020, grants share-based benefits to eligible employees of the Company with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company''s objectives, and promoting increased participation by them in the growth of the Company. The total number of equity shares to be allotted pursuant to the exercise of the stock incentives under the Scheme to the employees of the Company shall not exceed 4,00,000 equity shares. The following disclosures are being made under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and the said disclosure is also available on the website of the Company at www.apollopipes.com :
Note: Total amount realized by exercise of options is B64,74,000 (excluding TDS amount of B37,83,350).
Note: All figures are mentioned after taking impact of Bonus Issue of shares.
The Certificate from the Secretarial Auditors of the Company certifying that the scheme is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members would be placed at the Annual General Meeting for inspection by Members.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134 sub-section 3(c) and sub-section 5 of the Act, your Directors to the best of their knowledge hereby state and confirm that:
a. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanations relating to material departures.
b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as at March 31, 2023 and of the Company''s profit for the year ended on that date.
c. Proper and sufficient care has been taken 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.
d. The annual financial statements have been prepared on a going concern basis.
e. The internal financial controls were laid down to be followed that and such internal financial controls were adequate and were operating effectively.
f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In line with the provisions of Section 135 and Schedule VII of the Act, the Company has framed its Corporate Social Responsibility (CSR) policy for development of programmes and projects for the benefit of weaker sections of the society and the same has been approved by Corporate Social Responsibility Committee (CSR Committee) and the Board of Directors of the Company. The Corporate Social Responsibility (CSR) policy of the Company provides a road map for its CSR activities.
During the year under review, the Company has made contribution of B120 Lakh for various CSR purposes in compliance to the provisions of the act relating to Corporate Social Responsibility.
The Annual Report on CSR activities containing the all requisite details (including brief of CSR Policy, CSR Committee as well as expenditure details) is annexed herewith as Annexure - C.
The CSR Policy has been uploaded on the Company''s website and may be accessed at the link: https://www.apollopipes. com/media/product/244084920_CSR_Policy_of_Apollo_Pipes_ Limited.pdf .
During the year under review, no change has been carried out in the CSR Policy.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
In terms of Section 186 of the Act and rules framed thereunder, details of Loans (including purpose thereof), Guarantees given and Investments made have been disclosed in the Notes to the financial statements for the year ended March 31,2023.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Act read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as Annexure - D forming part of this report.
CORPORATE GOVERNANCE
Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report is annexed to this report as Annexure - E.
The Corporate Governance Report which forms part of this report, inter-alia, also covers the following:
a) Particulars of the five (5) Board Meetings held during the financial year under review.
b) Details about Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.
c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.
d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.
e) Details regarding Risk Management including details of development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per the requirement of Regulation 34(2) (e) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report forms part of the Annual Report of the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and Sustainability Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in a separate section forming part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
During the period under review, the Company has duly complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act and an Internal Complaints Committee has also been constituted to redress complaints received regarding Sexual Harassment.
No complaint of sexual harassment was received during the financial year 2022-23.
OTHER DISCLOSURES AND REPORTING
Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:
1. Change in the nature of business of the Company.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report.
3. Significant or material orders passed by the regulators or courts or tribunal which impacts the going concern status and company''s operations in future.
4. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
5. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.
6. In terms of Regulation 82 of the SEBI Regulations, the Company has appointed Care Ratings Limited as the Monitoring Agency vide agreement dated March 14, 2023 for monitoring the use of the net proceeds of Preferential Issue of Warrants.
7. Reporting of any incidence of fraud under section 143(12) of the Act during the period under review.
8. The 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 reporting year, all the recommendations of the Audit Committee were accepted by the Board of Directors.
Yours Directors take this opportunity to express their appreciation for the co-operation received from the customers, vendors, bankers, stock exchanges, depositories, auditors, legal advisors, consultants, stakeholders, business associates, Government of India, State Government, Regulators and Local Bodies during the period under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by the employees of the Company.
Mar 31, 2018
Dear Members,
The Directors are pleased to present their 32nd Boardsâ Report on the business and operations of the Company and the audited financial statement for the financial year ended March 31, 2018.
FINANCIAL PERFORMANCE
The Financial Results of the Company for the financial year under report are as under:
(Rs. In Lacs)
|
Particulars |
2017-18 |
2016-17 |
|
Profit before Depreciation & |
3817.46 |
2873.62 |
|
Income Tax |
||
|
Less: Depreciation |
692.04 |
467.82 |
|
Profit after depreciation |
3125.42 |
2405.80 |
|
Less/Add: Provision for Tax: |
||
|
Current Tax |
914.91 |
790.35 |
|
Deferred tax Saving/Liability |
4.53 |
46.48 |
|
Earlier years tax adjustment |
- |
- |
|
Profit After Taxation |
2205.98 |
1568.97 |
|
Add: Profit brought Forward |
1998.55 |
429.58 |
|
Balance Carried over to |
4204.53 |
1998.55 |
|
Balance Sheet |
||
DIVIDEND
The Company has inadequate profits during the year under review and as such your Directors do not recommend any dividend considering the need to augment the resources for operational purposes.
TRANSFER TO RESERVE
The Company has not transferred any amount to the general reserve and an amount of profit for the year under review of Rs. 2205.98 Lacs forms part of retained earnings for the financial year 2017-18.
SHARE CAPITAL
The paid up equity share capital of the Company as on March 31, 2018 was Rs. 11,03,44,020/- (Rupees Eleven Crores Three Lacs Forty Four Thousand And Twenty only) divided in to 1,10,34,402 (One Crore Ten Lacs Thirty Four Thousand Four Hundred And Two only) equity shares of Rs. 10/- each. During the year, the subsidiary of the Company got amalgamated with it vide order passed by the Honâble National Company Law Tribunal, Principal Bench, New Delhi (âNCLTâ) dated November 08, 2017 and the Company had issued 60,32,702 (Sixty Lacs Thirty Two Thousand Seven Hundred And Two only) equity shares pursuant to exchange ratio of the scheme of amalgamation to the shareholders of its subsidiary. Consequently the paid-up equity share capital has increased to Rs. 11,03,44,020/- (Rupees Eleven Crores Three Lacs Forty Four Thousand And Twenty only).
Further, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, your Company has complied with all provisions of Secretarial Standards issued by the Institute of Company Secretaries of India (âICSIâ) in consultation with Central Government which are mandatory to be complied by the Company.
OPERATIONAL REVIEW
Detailed information on the operations and state of the affairs of the Company are covered in the Management Discussion and Analysis Report, forming part of this Annual Report.
MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT
Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES
During the year under review, the Company has no joint venture(s) or associate(s).The subsidiary of the Company got amalgamated with it vide order passed by Honâble National Company Law Tribunal, Principal Bench, New Delhi dated November 08, 2017 with appointed date April 01, 2016. Hence, disclosure in form AOC-1 is not applicable to the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors hereby confirm that:
i. In the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;
ii. 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 as at March 31, 2018 and of the Profit and Loss of the Company for the that period;
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.
v The Directors have laid down internal financial controls to be followed by the Company and such controls are adequate and are operating effectively.
vi. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.
CORPORATE GOVERNANCE
Corporate Governance report including details pertaining to Board Meetings, Nomination and Remuneration Policy, Performance Evaluation, Risk Management, Audit Committee and Vigil Mechanism.
Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Certificate regarding compliance of conditions of Corporate Governance are annexed to this report as an âAnnexure-1â.
The Corporate Governance Report which forms part of this report inter alia covers the following:
a) Particulars of the Board Meetings held during the financial year under review.
b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.
c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.
d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.
e) Details regarding Risk Management.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts/ arrangements/ transactions entered by the Company during the Financial Year 2017-18 with related parties were in the ordinary course of business and on an armâs length basis. During the year the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions and materiality of related party transactions.
In view of the above, disclosure in Form AOC-2 is not applicable.
Your Directors draw attention of the members to Note 35 to the financial statements which set out related party disclosures.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link: http://www.apollopipes.com/media/product/1 131204722_ Related_Party_Policy_of_Apollo_Pipes_Limited.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules made in this regard your Company was required to spend 2% i.e. â37,47,616/- (Rupees Thirty Seven Lacs Forty Seven Thousand Six Hundred Sixteen Only) of its Net profit for CSR activities and Company had spent Rs. 31,00,000/-(Rupees Thirty One Lacs Only). The Annual Report on the CSR activities is enclosed as an âAnnexure - 2â.
RISK MANAGEMENT POLICY
Your Company has already adopted a formal Risk Management Policy whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to the business objectives.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational, which includes its design, implementation and maintenance along with periodical internal review of operational effectiveness and sustenance.
This ensures orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
The Internal financial controls with reference to the financial statements were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In light of the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr Sameer Gupta retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The information as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 in case of reappointment of the director is provided in the Notice convening the ensuing Annual General Meeting of the Company.
Appropriate resolution(s) seeking your approval to the appointment / re-appointment of Directors are also included in the Notice.
Further, details of changes in the Directors and Key Managerial Personnel during the year under review are as follows:
1Mrs. Meenakshi Gupta, 2Mr Rajeev Kohli and 3Mr Rahul Jain has resigned from the office of Director from the closure of working hours w.e.f. January, 30, 2018.
Composition of the Board of Directors of the Company as on 31.03.2018:
|
1. |
Mr. Sameer Gupta |
- Managing Director |
|
(DIN: 00005209) |
(Executive) |
|
|
2. |
4Mr Sanjay Gupta |
- Chairman & Director |
|
(DIN: 00233188) |
(Non-executive) |
|
|
3. |
5Mr. Pradeep Kumar Jain |
- Director |
|
(DIN: 08063400) |
(Independent) |
|
|
4. |
6Ms. Neeru Abrol |
- Director |
|
(DIN: 01279485) |
(Independent) |
4Mr Sanjay Gupta, 5Mr Pradeep Kumar Jain and 6Ms. Neeru Abrol were appointed as an Additional Directors w.e.f. January 30, 2018.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of familiarization programmes for Independent Directors of the Company is placed on the website of the Company at:
http://www.apollopipes.com/investors/Companyrsquos-Policy-35
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of various Committees.
For the purpose of proper evaluation, the Directors of the Company have been divided in 3 (three) categories i.e. Independent, Non-Independent & Non-Executive, and Executive.
The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, result/achievements, understanding and awareness, motivation/ commitment/ diligence, integrity/ ethics/ value and openness/ receptivity.
MEETINGS OF THE BOARD OF DIRECTORS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 9 (Nine) Board Meetings were held on 02.05.2017, 30.05.2017, 01.09.2017, 14.09.2017, 13.12.2017, 02.01.2018, 19.01.2018, 30.01.2018 and 28.02.2018. The intervening gap between the two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.
AUDIT COMMITTEE
The Audit Committee of the Company comprises of three directors viz Ms. Neeru Abrol, Non-Executive Independent Director, Mr. Pradeep Kumar Jain, Non-Executive Independent Director and Mr. Sameer Gupta, Executive Director Mr. Pradeep Kumar Jain is Chairman of the committee.
During the year, 4 (four) meetings of the Audit Committee were held on 30.05.2017, 14.09.2017, 13.12.2017 and 30.01.2018. The intervening gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.
COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The Company has devised a policy for performance evaluation of Independent Directors, Board Committees, Board and other individual Directors which include criteria for performance evaluation of the Non-executive Directors and Executive Directors.
The policies relating to selection of Directors, determining their independence and the remuneration policy for Directors and key managerial personnel is attached as âAnnexure-3â.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
In compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy, if any.
In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the Company and may be accessed at the link:
http://www.apollopipes.com/investors/Companyrsquos-Policy-35.
During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2017-18.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees or investments, as covered under the provisions of Section 186 of the Companies Act, 2013, made by the Company during the Financial Year 2017-18 are given under the respective head and the same is furnished in the notes to the financial statements.
COST AUDITOR
The audit of Cost Records of the Company is mandatory for the financial year ended 31st March, 2018, is being conducted by M/s Vijender Sharma & Co., Cost Accountants and their report will be filed in e-form CRA-4 with Ministry of Corporate Affairs.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, the existing auditors M/s. VAPS & Co., Chartered Accountants, New Delhi, were appointed as the statutory auditors of the Company at the 29th Annual General Meeting (AGM) to hold the office until the conclusion of the 34th AGM, subject to ratification of the appointment by the members at every AGM.
Since, the provisions for ratification of appointment of Statutory Auditors is withdrawn from the Companies Act, 2013 read with the Companies (Amendment) Act, 2017 vide notification dated 07.05.2018. Hence, there is no requirement to ratify the appointment of M/s. VAPS & Co., Chartered Accountants as Statutory Auditor of the Company, who have already appointed for aforesaid period.
The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed Ms. Anjali Yadav, Practicing Company Secretary (C.P. No. 7257; Membership No.F6628) to conduct the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the year 2017-18 as submitted by her in the prescribed form MR-3 is annexed herewith as âAnnexure-4â.
The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is annexed hereto as âAnnexure-5â and forms part of the Boardsâ Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as âAnnexure-6â. Further particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules, form part of this report. However, in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. The said information is available for inspection at the registered office of the Company during working hours.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is annexed hereto as Annexure-7 forming part of this Report.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT During the year under review, Honâble National Company Law Tribunal, Principal Bench at New Delhi (âNCLTâ) vide its order dated 8th November, 2017 has approved the scheme of Arrangement for Amalgamation of Apollo Pipes Limited (Transferor Company) with Amulya Leasing and Finance Limited (Transferee Company) under Section 230 and 232 of Companies Act, 2013 with the effect from the appointed date i.e. 01/04/2016.
Further, in terms of approved scheme of amalgamation, Clause 2 of Part III the name of Amulya Leasing and Finance Limited (Transferee Company) was changed with the name of Transferor Company i.e. Apollo Pipes Limited vide Certificate of incorporation issued by Registrar of Companies, NCT of Delhi & Haryana consequent upon change of Name dated December 20, 2017.
Aforesaid order of NCLT is available at Companyâs website: http://www.apollopipes.com/media/product/531 066663_ Orderdated08.1 1.2017-ALFL&APLMerger.pdf
UNCLAIMED/UNPAID DIVIDEND
Your Company has not declared any dividend to its shareholders so far Thus, there is no unclaimed or unpaid dividend as on March 31, 2018.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Pursuant to the provisions stipulated under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. During the financial year 2017-18, no case/complaint was reported to the Company under the said policy.
ACKNOWLEDGEMENT
The Board acknowledges with gratitude the co-operation and assistance provided by the Companyâs bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your Directorâs wish to place on record their appreciation for the contribution made by the employees at all levels. The Directors also thank the shareholders for their continued support.
On behalf of the Board of Directors
Apollo pipes Limited
Sd/- Sd/-
(Sameer Gupta) (Sanjay Gupta)
Date: May 23, 2018 Managing Director Chairman
Place: Ghaziabad DIN: 00005209 DIN: 00233188
Mar 31, 2016
Dear Members,
The Directors have pleasure in presenting their 30th Annual Report on the business and operations of the Company and the audited financial statement for the financial year ended March 31, 2016.
Financial Results
(Rs. In Lacs)
|
Particulars |
Standalone |
Consolidated |
||
|
FY 2015-16 |
FY 2014-15 |
FY 2015-16 |
FY 2014-15 |
|
|
Gross sales |
0.00 |
0.00 |
23297.26 |
9991.95 |
|
Less : Excise duty and cess |
- |
- |
2462.61 |
1035.41 |
|
Net sales / Income from operations |
0.30 |
76.17 |
20834.65 |
8956.54 |
|
Operating EBIDTA |
(9.78) |
62.33 |
2388.02 |
788.15 |
|
Add : Other income |
0.4 |
2.36 |
32.76 |
50.42 |
|
Less : Finance cost |
0.06 |
34.05 |
472.18 |
283.63 |
|
Less : Depreciation and amortization |
- |
- |
409.31 |
209.74 |
|
Profit before exceptional items and tax |
(9.44) |
30.64 |
1539.29 |
345.20 |
|
Less : Exceptional items |
- |
- |
- |
- |
|
Add: Extra Ordinary items |
- |
- |
- |
916.79 |
|
Profit before tax (PBT) |
(9.43) |
30.64 |
1539.29 |
1261.99 |
|
Less : Tax expense |
2.01 |
9.35 |
545.42 |
110.06 |
|
Profit for the year (PAT) |
(11.45) |
21.29 |
993.87 |
1152.92 |
|
Add : Balance in profit and loss account |
429.69 |
431.29 |
999.60 |
424 |
|
Profit available for appropriation |
441.13 |
452.59 |
2398.30 |
1897.43 |
|
Less : Appropriations : |
||||
|
Proposed dividend on Equity Shares |
- |
- |
- |
- |
|
Tax on dividends |
- |
- |
- |
- |
|
T ransfer to general reserve |
- |
- |
- |
4.26 |
|
Balance carried over to Balance Sheet |
441.14 |
452.5 |
2398.30 |
1902 |
Dividend
The Company has inadequate profits during the year under review and as such your Directors do not recommend any dividend considering the need to augment the resources for operational purposes.
Share Capital
The paid up equity share capital of the Company as on March 31, 2015 was Rs. 4,99,63,000. During the year, reminder-cum-forfeiture notices were issued to those shareholders who are holding partly paid up shares of the Company and have not paid their outstanding allotment amount till date. In response to such notices, the Company received the outstanding allotment amount aggregating to Rs. 10,500 and consequently, the paid-up equity share capital as on March 31, 2016 increased to Rs. 4,99,73,500.
Further, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.
Operational Review
Detailed information on the operations and state of the affairs of the Company are covered in the Management Discussion and Analysis Report, forming part of this Annual Report.
Managementâs Discussion and Analysis Report
Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.
Subsidiaries, Joint Ventures and Associates Companies
The Company has only one subsidiary Company namely, M/s. Apollo Pipes Limited. A report on the performance and financial position of its subsidiary pursuant to Section 129 of the
Companies Act, 2013 in prescribed Form AOC-1 is annexed herewith as "Annexure-1â and hence not repeated for the sake of brevity.
The audited financial statement and related information of the subsidiary company will be available for inspection during regular business hours at the Companyâs registered office at 37, Hargobind Enclave, Vikas Marg, New Delhi-110092 and the same are also available at the Companyâs website i.e. www.amulyaleasing.in as prescribed in Section 136 of the Companies Act, 2013.
During the year under review, no company have became or ceased to be the companyâs subsidiary, joint venture or associate.
Directorsâ Responsibility Statement
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your directors state thatâ
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed.
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the 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 had prepared the annual accounts on a going concern basis; and
(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.
(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 Governance
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI.
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions as stipulated under Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and Para C , D and E of Schedule V are not applicable on the
Company, since its paid up equity share capital and net worth as on the last day of the previous financial year does not exceed rupees ten crore and rupees twenty five crore, respectively.
In light of the above, there is no requirement for annexing Corporate Governance Report, Declaration from Chief Executive Officer affirming compliance of Code of Conduct of Board of Directors and Senior Management; and compliance certificate from auditors or practicing company secretary regarding compliance of conditions of corporate governance, with this Annual Report.
Contracts and Arrangements with Related Parties
Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts/ arrangements/ transactions entered by the Company during the Financial Year 2015-16 with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions and materiality of related party transactions.
Your Directors draw attention of the members to Note 14 to the financial statement which sets out related party disclosures. The particulars of contracts and arrangements entered into by the Company with related parties are given in "Annexure - 2â in Form AOC-2 and the same forms part of this report.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link: http://www.amulyaleasing.in/ Companyâs Policy/Related%20Party%20Policy.pdf
Corporate Social Responsibility (CSR)
Since your Company does not fall under the criteria laid down under Section 135 of the Companies Act, 2013 read with the rules made there under, provisions related to constitution of CSR Committee, amount to be spent on CSR activities etc. are not applicable on the Company.
Risk Management Policy
Your Company has already adopted a formal Risk Management Policy, whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to the business objectives.
Details in respect of adequacy of internal financial controls with reference to the financial statements
The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational, which includes its design, implementation and maintenance along with periodical internal review of operational effectiveness and sustenance.
This ensures orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
The Internal financial controls with reference to the financial statements were adequate and operating effectively.
Directors and Key Managerial Personnel
In light of the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Meenakshi Gupta retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
The information as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in case of reappointment of the director is provided in the Notice convening the ensuing Annual General Meeting of the Company.
Appropriate resolution(s) seeking your approval to the appointment / re-appointment of Directors are also included in the Notice.
There was no other change in the Directors and Key Managerial Personnel during the year under review.
Declaration by Independent Directors
The Company has received declaration 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of familiarization programmes for Independent Directors of the Company is placed on the website of the Company at http://amulyaleasing.in/Company%27s_Policy/ Familiarization_Programme_for_IDs.pdf
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of various Committees.
For the purpose of proper evaluation, the Directors of the Company have been divided in 3 (three) categories i.e. Independent, Non-Independent and Non-Executive and Executive. The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, result/achievements, understanding and awareness, motivation/ commitment/ diligence, integrity/ ethics/ value and openness/ receptivity.
Number of meetings of the Board of Directors
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year seven Board Meetings were held on 30th May 2015, 30th July 2015, 31st July 2015, 6th November 2015, 16th December 2015, 10rd February 2016 and 30th March 2016 The intervening gap between the two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.
Audit Committee
The Audit Committee of the Company comprises of three directors viz Mr. Rahul Jain, nonexecutive independent director, Mr. Rajeev Kohli, non-executive independent director and Mr. Sameer Gupta, executive director. Mr. Rahul Jain is the Chairman of the committee.
During the year, five audit committee meetings were held on 30th May 2015, 30th July 2015, 31st July 2015, 6th November 2015 and 10th February 2016. The intervening gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.
Companyâs policy on directorsâ appointment and remuneration
The Company has devised a policy for performance evaluation of Independent Directors, Board Committees, Board and other individual Directors which include criteria for performance evaluation of the Non-executive Directors and Executive Directors.
The policies relating to selection of Directors, determining their independence and the remuneration policy for Directors and key managerial personnel is attached as âAnnexure-3â.
Details of establishment of vigil mechanism for Directors and Employees
In compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy, if any.
In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the Company and may be accessed at the link: http://www.amulya leasing. in/Companyâs Policy/ Whistle%20Blower%20Policy.pdf
Particulars of Loans, Guarantees or Investments under Section 186
The particulars of loans, guarantees or investments, as covered under the provisions of Section 186 of the Companies Act, 2013, made by the Company during the Financial Year 2015-16 are given under the respective head and the same is furnished in the notes to the financial statements.
Auditors and Auditorsâ Report
Statutory Auditors - Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made there under, the existing auditors M/s. VAPS & Co., Chartered Accountants, New Delhi, were appointed as the statutory auditors of the Company at the 29th Annual General Meeting (AGM) to hold the office until the conclusion of the 34th AGM, subject to ratification of the appointment by the members at every AGM held after 29th AGM.
The Members are requested to ratify the appointment of M/s. VAPS & Co., Chartered Accountants as statutory auditors of the Company and to fix their remuneration for the Financial Year 2016-17.
The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor.
Secretarial Auditors - Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Board has appointed Ms. Anjali Yadav, Practicing Company Secretary (Membership No. F6628) to conduct the Secretarial Audit of the Company for the financial year 2015 -16. The Secretarial Audit Report for the year 2015-16 as submitted by her in the prescribed form MR-3 is annexed herewith as âAnnexure-4â.
The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.
Fixed Deposits
Since the Company was a Non Deposit taking Non Banking Financial Company (NBFC-ND) during the year under review, it has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is annexed hereto as âAnnexure-5â and forms part of the Directorsâ Report.
Particulars of Employees and Related Disclosures
Details pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Annual Report and annexed herewith as âAnnexure-6â.
Further, during the year under review, there was no employee covered under the provisions of Section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Consolidated Financial Statements
The consolidated financial statements presented by the Company include financial information of its subsidiary Company prepared in compliance with applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements and the Auditorâs Report thereon form part of this annual report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Your Company has no activity relating to conservation of energy and technology absorption. The Company did not have any foreign exchange income or outgo.
Classification of Company as a Core Investment Company (CIC)
The Company having satisfied the criteria specified for being a CIC, not requiring registration with RBI pursuant to the provisions of Section 45-IA of RBI Act, 1934, had applied to RBI in this regard on September 4, 2015.
In response to the above, RBI vide its order dated March 01, 2016 has cancelled the Certificate of Registration (CoR) issued to the Company to carry on the business of NBFC and has confirmed the qualification of the Company as a Core Investment Company, not requiring registration with RBI, pursuant to the provisions of Section 45- IA of the RBI Act, 1934.
Material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
The Board at its meeting held on 30th May, 2016 has considered and approved the Scheme of Amalgamation of M/s. Apollo Pipes Limited with the Company, in accordance with the provisions of Section 391-394 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013, subject to the requisite approval of Honâble High Court of appropriate jurisdiction, Shareholders, Creditors of both the Companies, Securities and Exchange Board of India (SEBI) and any other statutory and regulatory authorities.
The draft scheme of amalgamation along with necessary documents has already been submitted to BSE (designated stock exchange) on 7th June, 2016 for its approval/No-Objection Letter.
The Scheme of Amalgamation as submitted to BSE is also placed on the website of the Company at http://amulyaleasing.in/ scheme_of _amalgamation.pdf
Unclaimed/Unpaid Dividend
Your Company has not declared any dividend to its shareholders so far. Thus, there is no unclaimed or unpaid dividend as on March 31, 2016.
Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Pursuant to the provisions stipulated under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. During the financial year 2015-16, no case/complaint was reported to the Company under the said policy.
Significant and material orders passed by the regulators or courts
During the year under review, there was no significant and material order passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.
Acknowledgement
The Board acknowledges with gratitude the co-operation and assistance provided by the Companyâs bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your Directorâs wish to place on record their appreciation for the contribution made by the employees at all levels. The Directors also thank the shareholders for their continued support.
On behalf of the Board of Directors
(Sameer Gupta) (Meenakshi Gupta)
Managing Director Director
Date: 10th August 2016
Place: New Delhi
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 29th Annual Report on
the business and operations of the Company and the audited financial
statement for the financial year ended March 31, 2015.
FINANCIAL RESULTS
(Rs. In Lacs)
PARTICULARS Standalone
FY FY
2014-15 2013-14
Gross sales 76.17 72.77
Less : Excise duty and cess - -
Net sales / Income from operations 76.17 72.77
Operating EBIDTA 62.33 55.72
Add : Other income 2.36 -
Less : Finance cost 34.05 -
Less : Depreciation and amortisation - -
Profit before exceptional items and tax 30.64 55.71
Less : Exceptional items - -
Profit before tax (PBT) 30.64 55.71
Less : Tax expense 9.35 19.31
Profit for the year (PAT) 21.29 36.40
Add : Balance in profit and loss account 431.29 394.89
Profit available for appropriation 452.58 431.29
Less : Appropriations :
Proposed dividend on Equity Shares - -
Tax on dividends - -
Transfer to general reserve - -
Balance carried over to Balance Sheet 452.58 431.29
DIVIDEND
The Company has inadequate profits during the year under review and as
such your Directors do not recommend any dividend considering the need
to augment the resources for operational purposes.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements presented by the Company include
financial information of its subsidiary Company prepared in compliance
with applicable Accounting Standards. The audited consolidated
financial statements and the Auditor's Report thereon form part of this
annual report.
SUBSIDIARIES COMPANIES, JOINT VENTURES AND ASSOCIATES
The Company has only one subsidiary Company namely, M/s. Apollo Pipes
Limited. A report on the performance and financial position of its
subsidiary as per the Companies Act, 2013 in Form AOC-1 is enclosed
herewith as "Annexure-II" and hence not repeated for the sake of
brevity.
The audited financial statement and related information of the
subsidiary, where applicable, will be available for inspection during
regular business hours at the company's Registered Office at 37,
Hargobind Enclave, Vikas Marg, New Delhi-110 092 and the same are also
available at our website i.e. www.amulyaleasing.com as prescribed in
Section 136 of the Companies Act, 2013.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the FY 2014-15, M/s. Apollo Pipes Limited (CIN:
U28939DL1999PLC098418) became subsidiary company w.e.f. 14th November
2014 consequent upon acquisition of 50.96% equity shares by the
Company.
M/s. Apollo Pipes Limited is a leading manufacturing Company of PVC
Pipes and leader in Northern India in its segment. Its key product
range include varieties of CPVC products, uPVC products, HDPE products,
Steel Pipes & Hollow Sections.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of the business of the Company during
the Financial Year 2014-15.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
There are no material changes and commitments, affecting the financial
position of the Company which have occurred between the end of the
financial year of the Company to which the financial statements relate
and the date of the report other than those disclosed in the financial
statements.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
thatÂ
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed.
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
loss of the Company for the 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 had prepared the annual accounts on a going concern
basis; and
(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.
(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 GOVERNANCE
Your Company upholds the standards of governance and is compliant with
the Corporate Governance provisions as stipulated in Clause 49 of the
Listing Agreement in both letter and spirit during the period under
review. Your Company lays strong emphasis on transparency, disclosure
and independent supervision to increase various stakeholders' value.
The Company has complied with the Corporate Governance as stipulated
under Clause 49 of the Listing Agreement with Stock Exchanges. A
separate section on Corporate Governance, along with certificate from
Statutory Auditor confirming compliance with the requirements of Clause
49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE),
are annexed herewith and forming part of the Annual Report.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Section 134 of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the
particulars of all contracts / arrangements / transactions entered by
the Company during the financial year with related parties were in the
ordinary course of business and on an arm's length basis. During the
year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in
accordance with the policy of the Company on related party transactions
and materiality of related party transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link:
http://www.amulyaleasing.com/Company's_Policy/Related%20Party%20
Policy.pdf
Your Directors draw attention of the members to Note 17 to the
financial statement which sets out related party disclosures. The
particulars of contracts and arrangements entered into by the Company
with related parties referred to in Section 188 in Form AOC-2 is
enclosed herewith as "Annexure-III".
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions for CSR as stipulated under Section 135 of the Companies
Act, 2013 read with rules framed thereunder, are not applicable on the
Company since the Company does not fall under the criteria laid down
under the said provisions for its applicability.
RISK MANAGEMENT POLICY
During the year, the Board of Directors, in its Meeting held on May 28,
2014, has also adopted a formal Risk Management Policy for the Company,
whereby, risks are broadly categorized into Strategic, Operational,
Compliance, and Financial & Reporting Risks. The Policy outlines the
parameters of identification, assessment, monitoring and mitigation of
various risks which are key to the business objectives.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has a robust and comprehensive Internal Financial Control
System commensurate with the size, scale and complexity of its
operations. The objective of these procedures is to ensure efficient
use and protection of the Company's resources, accuracy in financial
reporting and due compliance of statues and corporate policies and
procedures. The system encompasses the major processes to ensure
reliability of financial reporting, compliance with the policies,
procedures, laws and regulations safeguarding assets and economical and
efficient use of resources. The policies and procedures adopted by the
company ensure the orderly and efficient conduct of its business and
adherence to the company's policies, prevention and detection of frauds
and errors, accuracy and completeness of the records and timely
preparation of reliable financial information.
The scope and authority of the Internal Audit function is defined in
the Internal Audit Manual. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of
the Audit Committee of the Board and to the Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Sameer Gupta
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for reappointment.
Further, in Compliance with requirements of Section 203 of the
Companies Act, 2013, Mr. Virendra Singh Verma was appointed as Chief
Executive Officer (CEO) and Mr. Ajay Kumar Jain was appointed as Chief
Financial Officer (CFO) of the Company with effect from 1st February,
2015. Also, Mr. Jairaj Vikas Verma was appointed as Company Secretary &
Compliance Officer of the Company w.e.f. 30th May 2015 in place of Ms.
Nitu Gupta who resigned from such position.
The details of directors being recommended for appointment /
re-appointment as required in Clause 49 of the Listing Agreement are
contained in the Notice convening the ensuing Annual General Meeting of
the Company.
Appropriate resolution(s) seeking your approval to the appointment /
re-appointment of Directors are also included in the Notice.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have submitted their disclosures to the
Board that they fulfill all the requirements as stipulated in Section
149 (6) 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.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual evaluation
of its own performance, the Directors individually as well as the
evaluation of the working of various Committees. The Independent
Directors also carried out the evaluation of other Directors, the
details of which covered in the Corporate Governance Report.
CRITERIA FOR EVALUATION OF DIRECTORS
For the purpose of proper evaluation, the Directors of the Company have
been divided in 3 (three) categories i.e. Independent, Non-Independent
and Non-Executive and Executive.
The criteria for evaluation includes factors such as engagement,
strategic planning and vision, team spirit and consensus building,
effective leadership, domain knowledge, management qualities, team work
abilities, result/achievements, understanding and awareness,
motivation/ commitment/ diligence, integrity/ ethics/ value and
openness/ receptivity.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year five Board Meetings were held on 28th May
2014, 14th August 2014, 14th November 2014, 30th January and 23rd
February 2015 and four Audit Committee Meetings were held on 28th May
2014, 14th August 2014, 14th November 2014 and 30th January 2015. The
details of which are given in the Report on Corporate Governance. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
AUDIT COMMITTEE
The Audit Committee comprises of three Directors, of which two are
Non-Executive and Independent Directors. The Chairman of the committee
is a Non-Executive Independent Director. The composition of the Audit
Committee as on March 31, 2015 is as under:
S.No. Name of Directors Category
1. Mr. Rahul Jain Independent Non-Executive
2. Mr. Rajeev Kohli Independent Non-Executive
3. Mr. Sameer Gupta Non-Executive Promoter
NOMINATION AND REMUNERATION COMMITTEE
In adherence of Section 178(1) of the Companies Act, 2013, the Board of
Directors of the Company in its Meeting held on 28th May, 2014,
approved the terms of reference of Nomination and Remuneration
Committee which inter alia includes criteria for determining
qualifications, positive attributes, independence of a director and
other matters provided in Section 178 (3) of the Companies Act, 2013,
based on the recommendations of the Nomination and Remuneration
Committee. The broad parameters covered under the terms of reference
are- Company Philosophy, Guiding Principles, Nomination of Directors,
Remuneration of Key Managerial Personnel (other than Managing / Whole
Time Directors), Key- Executives and Senior Management and the
Remuneration of Other Employees.
The terms of reference relating to appointment of Directors, payment of
Managerial Remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178 (3) of the Companies Act, 2013 is furnished
and forms part of this Report.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
In compliance with the provisions of Section 177 (9) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement, the Company has
framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical
behavior, actual or suspected fraud or violation of the Company's code
of conduct or ethics policy, if any.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out
to any person for a genuinely raised concern. The Vigil Mechanism /
Whistle Blower Policy have also been uploaded on the website of the
Company and may be accessed at the link:
http://www.amulyaleasing.com/Company's_Policy/ Whistle%20Blower%20
Policy.pdf
AUDITORS AND AUDITORS' REPORT
A. Statutory Auditors -The existing Auditors M/s. R. Mahajan &
Associates, Chartered Accountants, New Delhi, retire at the conclusion
of the ensuing Annual General Meeting and have not offered themselves
for re-appointment. The letter of unwillingness has already been
received by the Company.
The observation made in the Auditors' Report read together with
relevant notes thereon are self- explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
B. Internal Auditors - During the year under review, Ms. Surbhi Jain
was appointed as Internal Auditor of the Company to carry out the
internal audit functions of the Company.
C. Secretarial Auditors - During the year under review, M/s Anjali
Yadav & Associates, Company Secretaries, were appointed as the
Secretarial Auditor of the Company, in accordance with the requirements
of Companies (Appointment and Remuneration personnel) Rules 2014. The
Secretarial Audit Report for the financial year ended March 31, 2015 is
annexed herewith marked as "Annexure-IV" to this Report. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees or investments, as covered under
the provisions of section 186 of the Companies Act, 2013, made by the
Company during the Financial Year 2014-15 are given under the
respective head and the same is furnished in the notes to the financial
statements.
SHARE CAPITAL
The paid up equity share capital as on March 31, 2015 was Rs.
4,99,63,000. The Company has not issued shares with differential voting
rights nor granted stock options nor sweat equity nor bonus shares.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 as required under Section 92 of the Companies Act, 2013 is
annexed hereto as "Annexure-I" and forms part of the Directors' Report.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2014-15, the Company has not received any
complaint on sexual harassment.
FIXED DEPOSITS
Since the Company is a Non Deposit taking Non Banking Financial Company
(NBFC-ND), it has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
UNCLAIMED / UNPAID DIVIDEND
Your Company has not declared any dividend so far. Thus, there is no
unclaimed or unpaid dividend as on March 31, 2015.
PARTICULARS OF EMPLOYEES
Details pursuant to Section 197(12) of the Companies Act, 2013 read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 form part of this Annual Report
and annexed herewith as "Annexure-V".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company has no activity relating to conservation of energy and
technology absorption. The Company did not have any foreign exchange
income or outgo.
RESERVE BANK OF INDIA'S DIRECTIONS
Your Company, being a Non Banking Finance Company (NBFC), continues to
comply with all the requirements prescribed by the Reserve Bank of
India from time to time.
LISTING
The equity shares of the Company are listed at Bombay Stock Exchange
(BSE) Ltd.
ACKNOWLEDGEMENT
The Board acknowledges with gratitude the co-operation and assistance
provided by the Company's bankers, financers, government and
non-government agencies. The relationship with the employees remained
cordial and your Director's wish to place on record their appreciation
for the contribution made by the employees at all levels. The Directors
also thank the shareholders for their continued support.
For and on behalf of the Board of Directors
Sd/- Sd/-
(Sameer Gupta) (Meenakshi Gupta)
Place: New Delhi Director Director
Dated: 31st July, 2015
Mar 31, 2014
To, The Members of Amulya Leasing and Finance Limited.
The Board of Directors have pleasure in presenting the 28th Annual
Report on the business and operations of the Company together with the
audited financial statements and accounts for the year ended March 31,
2014.
PERFORMANCE REVIEW
During the year under review, the Company has earned a Net Profit of
Rs. 36,40,161.25 as compared to a Net Profit of Rs. 35,63,946.82 in the
previous year. The Financial sector remains subdued during FY 2013-14
and the company averse of any risk to be taken for small gains and
hence no operations being carried out during the year under review.
Your directors are taking various initiatives for overall better
performance of the company, improved profits in the years to come. The
details of financial performance of the Company are appearing in the
Balance Sheet and Profit & Loss Account for the year appended here
with.
DIVIDEND
The Company has inadequate profits during the year under review and as
such your Directors do not recommend any dividend considering the need
to augment the resources for operational purposes.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed discussion on the Company''s operations is presented in the
chapter on Management Discussion and Analysis, which forms part of this
Annual Report.
FUTURE OUTLOOK
In the current year the global economy continued to witness sluggish
growth. Overall growth at 3 per cent was 0.5 per cent lower compared to
the pre crisis levels in 2008. The growth of Indian economy also slowed
down significantly. GDP growth for the Financial year 2013-14 is
expected to be around 5.5 per cent, the slowest growth in more than a
decade. Constant high inflation, an area of significant concern of the
Reserve Bank of India (RBI), and RBI adopted a conservative approach
and maintained the bank rates as per the need of economy as a whole so
that the situation in future become more investor friendly. Liquidity
remained under pressure throughout the year because of persistently
high government cash balances with RBI and elevated incremental credit
to deposit ratio for significant part of the year. The government is
very much serious to improve the growth of overall economy by means of
implementation of new and speedy projects of infrastructure / basic
needs utilities development in rural areas. Your directors hope for
improvement in the performance of the company as the steps for
development will be taken by the government which ultimately leads to
financial sector reforms in coming days and henceforth implementation
of innovative and effective decisions.
DIRECTORS
Mr. Rahul Jain retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. Necessary
resolution for the re-appointment of the aforesaid director has been
included in the Notice convening the Annual General Meeting.
Pursuant to Section 149 and other applicable provisions of the
Companies Act, 2013, your Directors are seeking appointment of Mr.
Rajeev Kohli and Mr. Rahul Jain as Independent Directors for the terms
given in the Notice of the 28th Annual General Meeting.
The proposals regarding the appointment / re-appointment of the
aforesaid directors are placed for your approval. Details of the
proposal for the appointment of above Independent Directors are
mentioned in the Explanatory Statement under Section 102 of the
Companies Act, 2013 of the Notice of the 28th Annual General Meeting.
The Board of directors of the company recommend their appointment /
re-appointment. The company has received declarations from all the
Independent Directors of the Company confirming that they meet with the
criteria of independence as prescribed both under sub-section (6) of
Section 149 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement with the Stock Exchanges.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to the Directors'' Responsibility Statement, it is hereby confirmed:
a) that in the preparation of the accounts for the financial year ended
March 31, 2014, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
b) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review;
c) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and preventing and detecting fraud and other
irregularities;
d) That the directors have prepared the accounts for the financial year
ended March 31, 2014 on a going concern basis.
CORPORATE GOVERNANCE REPORT
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement form part of the Annual Report. A certificate from
M/s. R. Mahajan & Associates, Chartered Accountants with regard to
Compliance of the provisions of clause 49 of the listing agreement, by
your company, is attached hereto as Annexure and forms part of this
report.
Your Company has taken adequate steps for strict compliance with the
Corporate Governance guidelines, as amended from time to time.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors, which is to function in
accordance to terms of reference as contained in Clause 49(II)(c), (d)
& (e) of the Listing Agreement and Section 177 of the Companies Act,
2013, comprises of 3 members namely Mr. Rahul Jain, Mr. Rajeev Kohli
and Mr. Sameer Gupta and Mr. Rahul Jain acts as the Chairman of the
said Committee. The committee reviews the company''s financial
information and the quarterly/ half yearly/ annual financial statements
before they are submitted to the Board of Directors and performs such
other functions in accordance with the terms of its reference. The
Audit Committee of your company has been functioning in compliance to
the afore-mentioned guidelines.
AUDITORS
The Auditors of the Company, M/s. R. Mahajan & Associates, Chartered
Accountants, hold office till the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment.
The company has received letters from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and they are not
disqualified for re- appointment.
Notes to Accounts, referred in the Auditors Report, are
self-explanatory and therefore do not require any further comments.
FIXED DEPOSITS
During FY 2013-14, the company did not accept/renew any deposits within
the meaning of Section 58A of the Companies Act, 1956 and the rules
made there under and, as such, no amount of principal or interest was
outstanding as on the Date of Balance Sheet.
UNCLAIMED / UNPAID DIVIDEND
Your Company has not declared any dividend so far. Thus, there is no
unclaimed or unpaid dividend as on March 31, 2014.
PARTICULARS OF EMPLOYEES
There is no employee whose particulars are required to be furnished in
terms of Section 217(2A) of the Companies Act, 1956 and rules made
there under.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your company has no activity relating to conservation of energy and
technology absorption. The company did not have any foreign exchange
income or outgo.
RESERVE BANK OF INDIA''S DIRECTIONS
Your Company, being a Non Banking Finance Company (NBFC), continues to
comply with all the requirements prescribed by the Reserve Bank of
India from time to time.
LISTING
The equity shares of the company are listed at Bombay Stock Exchange
and Delhi Stock Exchange.
ACKNOWLEDGEMENT
The Board acknowledges with gratitude the co-operation and assistance
provided by the Company''s bankers, financers, government and
non-government agencies. The relationship with the employees remained
cordial and your Director''s wish to place on record their appreciation
for the contribution made by the employees at all levels. The Directors
also thank the shareholders for their continued support.
For and on behalf of the Board of Directors
Sd/- Sd/-
(Sameer Gupta) (Meenakshi Gupta)
Director Director
Place: Delhi
Dated: August 14, 2014
Mar 31, 2013
The Members of Amulya Leasing and Finance Limited.
The Board of Directors have pleasure in presenting the lT Annual Report
on the business and operations of the Company together with the audited
financial statements and accounts for the year ended March 31,2013.
PERFORMANCE REVIEW
During the year under review, the Company has earned a Net Profit of
Rs. 3,563,946.82 as compared to a Net Profit of Rs. 3,421,554.26m the
previous year.The Financial sector remain subdued during FY 2012-13 and
the company averse of any nsk to be taken for small gams and hence no
operations being carried out during the year under review. Your
directors are taking various initiatives for overall better performance
of the company, improved profits in the years to come. The details of
financial performance of the Company are appearing in the Balance Sheet
and Profit & Loss Account for the year ended annexed herewith.
DIVIDEND
The Company has inadequate profits during the year under review and as
such your Directors do not recommend any dividend considering the
needto augment the resources for operational purposes.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed discussion on the Company''s operations is presented in the
chapter on Management Discussion and Analysis, which forms part of this
Annual Report.
FUTURE OUTLOOK
In the current year the global economy continued to witness sluggish
growth. Overall growth at 3 per cent was 0.5 per cent lower compared to
the pre crisis levels in 2008. The growth of Indian economy also slowed
down significantly GDP growth for the Financial year 2012-13 isexpected
to be around 5 per cent, the slowest growth m more than a decade.
Inflation, an area of significant concern of the Reserve Bank of India
(RBI), eased considerably in the latter part of the year and was 5.96
per cent in March 2013. Despite the easing of inflation the RBI
adopted a conservative approach and reduced the rates by only 25 basis
points in March 2013.Liquidity remamed underpressure throughout the
year because of persistently high government cash balances with RBI and
elevated incremental credit to deposit ratio for significant part of
the year. The government is very much serious to improve the growth of
overall economy by means of implementation of new and speedy projects
of infrastructure / basic needs utilities development m rural areas.
Your directors hope for improvement in the performance of the company
as the steps for development will be taken by the government which
ultimately leads to financial sector reforms in coming days and hence
forth implementation of innovative and effective decisions.
DIRECTORS
Mrs. Meenakshi Gupta retires by rotation at the ensuing Annual General
Meeting and being eligible offers herself for re- appointment.
Necessary resolution for the re-appointment of the aforesaid director
hai been included in the Notice convening the Annual General Meeting.
DIRECTORS''RESPONSIBILITYSTATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to the Directors'' Responsibility Statement, it is hereby confirmed:
a) that in the preparation of the accounts for the financial year ended
March31,2013,the applicable accounting standards have been followed
along with proper explanation are relating to material
departures.ifany;
b) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view ofthe state
ofaffairsofthe Company at the end of the financial year and of the
profit of the Company for the year under review;
c) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and preventing and detecting fraud and other
irregularities;
d) That the directors have prepared the accounts for the financial year
ended March 31,2013 on a going concern basis.
CORPORATE GOVERNANCE REPORT
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement form part of the Annual Report. A certificate from
M/s.RMahajan& Associates, Chartered Accountants with regard to
Compliance of the provisions of clause 49 of the listing agreement, by
your company, is attached hereto as Annexure and forms part of this
report.
Your Company has taken adequate steps for strict compliance with the
Corporate Governance guidelines, as amended from time to time.
AUDITCOMMITTEE
The Audit Committee of the Board of Directors, which is to function m
accordance to terms of reference as contained in Clause 49(II)(c), (d)
& (e) of the Listing Agreement and Section 292Aof the Companies Act,
1956, comprises of 3 members namely Mr. Rahul Jain,Mr.Rajeev Kohli and
Mr.Sameer Gupta and Mr.Rahul Jain acts as the Chairman of the said
Committee. The committee reviews the company''s financial information
and the quarterly/ half yearly/ annual financial statements before they
are submitted to the Board of Directors and performs such other
functions in accordance with the terms of its reference. The Audit
Committee of your company has been functioning incompliance to the
afore-mentioned guidelines.
AUDITORS
M/s. R. Mahajan & Associates, Chartered Accountants, the retiring
Auditors, have informed that they are offering themselves for
reappointment. The Company has received letter from them to the effect
that their appointment, if made, would be within the limit
prescribed under Section 224(lB)of the Companies Act, 1956.
Notes to Accounts,referred in the Auditors Report,are self-explanatory
and therefore donot require any further comments.
FIXED DEPOSITS
During FY2012-13,the company did not accept/renew any deposits with in
the meaning of Section 58A of theCompanies Act,1956 and the rules made
there under and, as such, no amount ofprincipal or interest was
outstanding as on the Date of Balance Sheet.
UNCLAIMED/UNPAIDDIVIDEND
Your Company has not declared any dividend so far.Thus,there is no
unclaimed or unpaid dividend as on March 31,2013.
PARTICULARS OF EMPLOYEES
There is no employee whose particulars are required to be furnished in
terms of Section 217(2A) of the Companies Act, 1956 and rules made
there under.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your companyhas no activity relating to conservation ofenergy and
technology absorption. The company did not have any foreign exchange
income or outgo.
RESERVE BANK OF INDIA''S DIRECTIONS
Your Company, being a Non Banking Finance Company (NBFC), continues to
comply with all the requirements prescribed by the Reserve Bankof India
from time to time.
LISTING
The equity shares of the company are listed at Bombay Stock Exchange
and Delhi Stock Exchange.
ACKNOWLEDGEMENT
The Board acknowledges with gratitude the co-operation and assistance
provided by the Company''s bankers, financers, govermnent and
non-govemment agencies.The relationship with the employees remained
cordial and your Director''s wish to place on record their appreciation
for the contribution made by the employees at all levels.The Directors
also thanks the shareholders for their continued support.
For and on behalf of the Board of Directors
(Sameer Gupta) (Meenakshi Gupta)
Place : Delhi Director Director
Dated : May 25, 2013
Mar 31, 2012
To, The Members of Amulya Leasing and Finance Limited.
The Board of Directors have pleasure in presenting the 26th Annual
Report on the business and operations of the Company together with the
audited financial statements and accounts for the year ended March
31,2012.
PERFORMANCE REVIEW
During the year under review, the Company has earned a Net Profit of
Rs. 34,21,554.26 as compared to a Net Profit of Rs. 1,84,44,850.42 in
the previous year. The Financial sector remain subdued during FY
2011-12 and the company averse of any risk to be taken for small gains
and hence no operations being carried out during the year under review.
Your directors are taking various initiatives for overall better
performance of the company, improved profits in the years to come. The
details of financial performance of the Company are appearing in the
Balance Sheet and Profit & Loss Account for the year appended here
with.
DIVIDEND
The Company has inadequate profits during the year under review and as
such your Directors do not recommend any dividend considering the need
to augment the resources for operational purposes.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed discussion on the Company's operations is presented in the
chapter on Management Discussion and Analysis, which forms part of this
Annual Report.
FUTURE OUTLOOK
The current macro-economic environment is passing through a severe
slowdown led by weakening in investment activity. While the fall in
consumption also played a part in slowdown, the investment decline was
much more pronounced. We expect the regulators and government to
continue to work towards policy liberalization and structural reforms
bringing in higher efficiencies and growth in markets. Despite a lower
growth projection for India for FY13, we expect the Indian economy to
outperform most developed economies. This should ensure a reasonable
growth in the capital markets, throwing up exciting business
opportunities. Your directors hope for improvement in the performance
of the company as the financial sector reforms take place in the year
to come and henceforth implementation of bold and effective decisions.
DIRECTORS
Mr. Vikas Goel, Mr. Anil Kumar Goel and Mr. Rakesh Kumar resigned from
the directorship of the company w.e.f. May 30,2011. The Directors of
the company would like to place on record their sincere appreciation of
the contributions made by all of them during their tenure on the Board.
Mr. Rajeev Kohli retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.
Necessary resolution for the re-appointment of the aforesaid director
has been included in the Notice convening the Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to the Directors' Responsibility Statement, it is hereby confirmed:
a) that in the preparation of the accounts for the financial year ended
March 31,2012, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
b) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review;
c) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and preventing and detecting fraud and other
irregularities;
d) That the directors have prepared the accounts for the financial year
ended March 31,2012 on a going concern basis.
CORPORATE GOVERNANCE REPORT
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement form part of the Annual Report. A certificate from
M/s. R. Mahajan & Associates, Chartered Accountants with regard to
Compliance of the provisions of clause 49 of the listing agreement, by
your company, is attached hereto as Annexure and forms part of this
report.
Your Company has taken adequate steps for strict compliance with the
Corporate Governance guidelines, as amended from time to time.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors, which is to function in
accordance to terms of reference as contained in Clause 49(II)(c), (d)
& (e) of the Listing Agreement and Section 292A of the Companies Act,
1956, comprises of 3 members namely Mr. RajeevKohli, Mr. Rahul Jain
and Mr. Sameer Gupta and the committee is reconstituted w.e.f. May
30,2011 with Mr. Rahul Jain as the Chairman of the said Committee. The
committee reviews the company's financial information and the
quarterly/ half yearly/ annual financial statements before they are
submitted to the Board of Directors and performs such other functions in
accordance with the terms of its reference. The Audit Committee of your
company has been functioning in compliance to the afore-mentioned
guidelines.
AUDITORS
M/s. R. Mahajan & Associates, Chartered Accountants, the retiring
Auditors, have informed that they are offering themselves for
reappointment. The Company has received letter from them to the effect
that their appointment, if made, would be within the limit prescribed
under Section 224(1B) of the Companies Act, 1956.
Notes to Accounts, referred in the Auditors Report, are
self-explanatory and therefore do not require any further comments.
FIXED DEPOSITS
During FY 2011-12, the company did not accept/renew any deposits within
the meaning of Section 58A of the Companies Act, 1956 and the rules
made there under and, as such, no amount of principal or interest was
outstanding as on the Date of Balance Sheet.
UNCLAIMED / UNPAID DIVIDEND
Your Company has not declared any dividend so far. Thus, there is no
unclaimed or unpaid dividend as on March 31,2012. PARTICULARS OF
EMPLOYEES
There is no employee whose particulars are required to be furnished in
terms of Section 217(2A) of the Companies Act, 1956 and rules made
there under.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your company has no activity relating to conservation of energy and
technology absorption. The company did not have any foreign exchange
income or outgo.
RESERVE BANK OF INDIA'S DIRECTIONS
Your Company, being a Non Banking Finance Company (NBFC), continues to
comply with all the requirements prescribed by the Reserve Bank of
India from time to time.
LISTING
The equity shares of the company are listed at Bombay Stock Exchange
and Delhi Stock Exchange.
ACKNOWLEDGEMENT
The Board acknowledges with gratitude the co-operation and assistance
provided by the Company's bankers, financers, government and
non-government agencies. The relationship with the employees remained
cordial and your Director's wish to place on record their appreciation
for the contribution made by the employees at all levels. The Directors
also thank the shareholders for their continued support.
For and on behalf of the Board of Directors
(Sameer Gupta) (Meenakshi Gupta)
Place: Delhi Director Director
Dated: September 3, 2012
Mar 31, 2010
The Directors have immense pleasure in presenting before you the 24th
Annual Report together with the Audited Annual Accounts of your Company
for the year ended 31st March, 2010.
PERFORMANCE REVIEW
During the year under review, the Company has earned a Profit of Rs.
1,88,91,238.89 as compared to a Loss of Rs. 1,76,937.96 in the previous
year. This has been largely possible due to the concerted efforts of
the management and your directors expect that the initiatives
undertaken will result in further improvement in the years to come. The
details of financial performance of the Company are appearing in the
Balance Sheet and Profit & Loss Account for the year.
AMOUNT TRANSFERRED TO RESERVES
During the year under review, the company transferred the Profit after
Tax of Rs. 1,88,91,238.89 to the Reserves of the company.
DIVIDEND
Your directors do not recommend any dividend during the year under
review.
FUTURE OUTLOOK
In the current year, your directors will continue with their
initiatives and efforts and it is hoped that the company will continue
with its profitability and will be in a better position for declaring
dividend in the future.
DIRECTOR
Mr. Brij Bhushan Gupta, Director of the Company retires by rotation at
the forthcoming Annual General Meeting and being eligible offers
himself for re- appointment.
DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to the Directorsà Responsibility Statement, it is hereby confirmed:
a) that in the preparation of the accounts for the financial year ended
31st March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
b) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review;
c) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and preventing and detecting fraud and other
irregularities;
d) That the directors have prepared the accounts for the financial year
ended 31st March, 2010 on a going concern basis.
CORPORATE GOVERNANCE
A report on Corporate Governance appears in this Annual Report. A
certificate from Anjali Yadav & Associates, Practicing Company
Secretaries, with regard to Compliance of the Corporate Governance code
by your company, is attached hereto as Annexure and forms part of this
report.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors, which is to function in
accordance to terms of reference contained in Clause 49 II (C) (D) &
(E) of the Listing Agreement and Section 292A of the Companies Act,
1956, comprises of 3 members namely Sh. Rakesh Kumar, Sh. Anil Goel and
Sh. Pradeep Kumar Goel with Sh. Anil Goel being the Chairman of the
said Committee. The committee oversees the companyÃs financial
information, reviews the quarterly/ half yearly/ annual financial
statements before they are submitted to the Board of Directors and
performs such other functions as are given to it, by the terms of its
reference. The Audit Committee of your company has been functioning in
compliance to the afore-mentioned guidelines.
AUDITORS
M/s. R. Mahajan & Associates, Chartered Accountants, the retiring
Auditors, have informed that they are offering themselves for
reappointment. The Company has received letter from them to the effect
that their appointment, if made, would be within prescribed limit under
Section 224(1B) of the Companies Act, 1956.
DEPOSITS
Your Company has not accepted any deposits from the public. There are
no unclaimed or unpaid deposits as on 31st March, 2010.
PARTICULARS OF EMPLOYEES
There is no employee whose particulars are required to be furnished in
terms of Section 217(2A) of the Companies Act, 1956 and rules made
there under.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your company has no activity relating to conservation of energy and
technology absorption. The company did not have any foreign exchange
income or outgo.
RESERVE BANK OF INDIAÃS DIRECTIONS
Your Company, being a Non Banking Finance Company (NBFC), continues to
comply with all the requirements prescribed by the Reserve Bank of
India from time to time.
LISTING
The equity shares of the company are listed at Bombay Stock Exchange
and Delhi Stock Exchange.
MATERIAL INFORMATION
Open Offer: An open offer had been made by Mr. Sameer Gupta, to acquire
upto 10,00,340 (Ten Lacs Three Hundred and Forty) Equity Shares of the
Company constituting 20% of the total Issued and Subscribed Equity
Share Capital made under SEBI (SAST) Regulations 1997.
ACKNOWLEDGEMENT
The Board acknowledges with gratitude the co-operation and assistance
provided by the CompanyÃs bankers, financers, government and non-
government agencies. The relationship with the employees remained
cordial and your DirectorÃs wish to place on record their appreciation
for the contribution made by the employees at all levels. The Directors
also thank the shareholders for their continued support.
On behalf of the Board of Directors
(Pradeep Kumar Goel) (Vikas Goel)
Place: New Delhi
Dated: 13/08/2010 Whole-Time Director Managing Director
Mar 31, 2009
The Directors have immense pleasure in presenting before you the 23rd
Annual Report together with the Audited Annual Accounts of your Company
for the year ended 31st March, 2009.
PERFORMANCE REVIEW
During the year under review, the Company has incurred a loss of Rs.
1,76,937.96 as compared to the Loss of Rs. 15,54,205.12 in the previous
year. Your directors expects the improvement in financial results in
the coming years. The details of financial performance of the Company
are appearing in the Balance Sheet and Profit & Loss Account for the
year.
DIVIDEND
Your directors regret their inability to recommend any dividend in view
of losses during the year under review.
FUTURE OUTLOOK
In the current year, your directors are putting in efforts and it is
hoped that the company will do better and will be in a better position
to earn profit.
DIRECTOR
Appointment- Sh. Anil Goel, Director of the Company retires by rotation
at the forthcoming Annual General Meeting and being eligible offers
himself for re-appointment. The Board recommends his re-appointment as
Director on the Board of the Company in this AGM.
During the year under review, Mr. Rakesh Kumar was appointed as
Additional Director of the Company on 19.02.2009. His tenure of office
expires at this Annual General Meeting and he is eligible for
appointment as Director liable to retire by rotation. Further notice
under Section 257 has been received from a member signifying his
candidature for the office of Director along with deposit of fees of
Rs. 500/- Your directors recommends his appointment as Director on the
Board of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to the Directors Responsibility Statement, it is hereby confirmed:
a) that in the preparation of the accounts for the financial year ended
31st March, 2009, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
b) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review;
c) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and preventing and detecting fraud and other
irregularities;
d) That the directors have prepared the accounts for the financial year
ended 31st March, 2009 on going concern basis.
CORPORATE GOVERNANCE
A report on Corporate Governance appears in this Annual Report. A
certificate from Anjali Yadav & Associates, Practicing Company
Secretaries, with regard to Compliance of the Corporate Governance by
your company, is attached hereto as Annexure and forms part of this
report.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors, which is to function in
accordance to terms of reference contained in Clause 49 II (C) (D) &
(E) of the Listing Agreement and Section 292A of the Companies Act,
1956, comprises of 3 members namely Sh. Rakesh Kumar, Sh. Anil Goel and
Sh. Pradeep Kumar Goel with Sh. Anil Goel being the Chairman of the
said Committee. The committee oversees the companys financial
information, reviews the quarterly/ half yearly/ annual financial
statements before they are submitted to the Board of Directors and
performs such other functions as are given to it, by the terms of its
reference. The Audit Committee of your company has been functioning in
compliance to the afore-mentioned guidelines.
AUDITORS
M/s. R.K. Batra & Co., Chartered Accountants, the retiring Auditors,
have informed that they are not offering themselves for reappointment.
The Company has received a special notice from a member proposing the
appointment of M/s. R. Mahajan & Associates, Chartered Accountants, New
Delhi, as the Auditors, to hold office from the conclusion of this
Annual General Meeting to the conclusion of the next Annual General
Meeting. The Company has received letter from them to the effect that
their appointment, if made, would be within prescribed limit under
Section 224(1B) of the Companies Act, 1956.
AUDITORS REPORT
The observations in the Auditors Report are dealt with in the notes
forming part of accounts at appropriate places and the same being
self-explanatory, no further comment is considered necessary.
FIXED DEPOSITS
The Company has not accepted any deposits from the public during the
year and the board passed a resolution to the same effect as required
by RBI Guidelines.
PARTICULARS OF EMPLOYEES
There is no employee whose particulars are required to be furnished in
terms of Section 217(2A) of the Companies Act, 1956 and rules made
there under.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your company has no activity relating to conservation of energy and
technology absorption. The company did not have any foreign exchange
income or outgo.
RESERVE BANK OF INDIAS DIRECTIONS
Your Company, being a Non Banking Finance Company (NBFC), continues to
comply with all the requirements prescribed by the Reserve Bank of
India from time to time.
LISTING
The equity shares of the company are listed at Bombay Stock Exchange
and Delhi Stock Exchange.
MATERIAL CHANGES
There are no material changes and commitments, affecting the financial
position of the Company between the end of the financial year of your
Company and the date of the Directors Report.
ACKNOWLEDGEMENT
The Board acknowledges with gratitude the co-operation and assistance
provided by the Companys bankers, financers, government and
non-government agencies. The relationship with the employees remained
cordial and your Directors wish to place on record their appreciation
for the contribution made by the employees at all levels. The Directors
also thank the shareholders for their continued support.
For and on behalf of the Board of Directors
SD/- SD/-
(Pradeep Kumar Goel) (Vikas Goel)
Whole-Time Director Managing Director
Place: New Delhi
Date: 04.09.2009
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Stocks To Buy Today, Dec 12: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Market Outlook 2026: Kotak Securities Sees Nifty 50 at 30,000; THESE 4 Sectors Lead Rally, Gold To Stay Strong -
Stocks To Buy Today, Dec 10: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
D-Street Bleeds For 2nd Day! Sensex Slumps 678 Pts; Nifty Cracks 25,800; Why Stock Market Is Falling Today? -
Stocks To Buy Today, Dec 9: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
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