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APL Apollo Tubes Ltd.

BSE: 533758 Sector: Metals & Mining
NSE: APLAPOLLO ISIN Code: INE702C01019
BSE 00:00 | 20 Apr 2144.50 -21.10
(-0.97%)
OPEN

2168.80

HIGH

2170.30

LOW

2134.55

NSE 00:00 | 20 Apr 2129.50 -48.75
(-2.24%)
OPEN

2182.15

HIGH

2182.15

LOW

2121.00

OPEN 2168.80
PREVIOUS CLOSE 2165.60
VOLUME 1082
52-Week high 2587.00
52-Week low 1204.30
P/E 51.17
Mkt Cap.(Rs cr) 5,089
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2168.80
CLOSE 2165.60
VOLUME 1082
52-Week high 2587.00
52-Week low 1204.30
P/E 51.17
Mkt Cap.(Rs cr) 5,089
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

APL Apollo Tubes Ltd. (APLAPOLLO) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

APL APOLLO TUBES LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of APL APOLLO TUBESLIMITED ("the Company") which comprise the Balance Sheet as at 31 March2017the Statement of Profit and Loss and the Cash Flow Statement for the year then endedand a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsprescribed under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe standalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards prescribed under Section 133 of the Act as applicable.

(e) On the basis of the written representations received from the directors as on 31March 2017and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 from being appointed as a director in terms of Section164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigation on its financial positionin its standalone financial statements; (Refer Note no. 28.1(i) of the standalonefinancial statements);

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses. (Refer Note no. 28.1 (ii) (f) of thestandalone financial statements);

iii. There are no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company (Refer Note no. 28.1 (iii) of thestandalone financial statements);

iv. The Company has provided requisite disclosures in the standalone financialstatements as regards its holding and dealings in Specified Bank Notes as defined in theNotification S.O. 3407(E) dated the 08 November 2016 of the Ministry of Finance duringthe period from 08 November 2016 to 30 December 2016. Based on audit proceduresperformed and the representations provided to us by the management we report that thedisclosures are in accordance with the books of accounts maintained by the Company and asproduced to us by the management (Refer Note no. 32 of the standalone financialstatements).

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants

(Firm's Registration No. 117366W/W-100018)

RASHIM TANDON
Place : Ghaziabad Partner
Date : 20 May 2017 (Membership No. 95540)

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") We have audited the internalfinancial controls over financial reporting of APL APOLLO TUBES LIMITED ("theCompany") as of 31 March 2017 in conjunction with our audit of the standalonefinancial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on "the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India". These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by the Institute ofChartered Accountants of India and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the Company are being made only in accordance withauthorisations of management and directors of the Company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the Company's assets that could have a material effect on the standalonefinancial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31 March 2017 based on "the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India".

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
RASHIM TANDON
Place : Ghaziabad Partner
Date : 20 May 2017 (Membership No. 95540)

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements'section of our report of even date)

i. In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) Some of the fixed assets were physically verified during the year by the Managementin accordance with a programme of verification which in our opinion provides for physicalverification of all the fixed assets at reasonable intervals. According to the informationand explanations given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examinedby us immovable properties of land and buildings whose title deeds/conveyance deeds/leasedeeds have been pledged as security for loans are held in the name of the Company/erstwhile name of the Company based on the confirmations received by the Company fromlenders/ custodians. In respect of immovable properties of land and buildings that havebeen taken on lease and disclosed as fixed asset in the standalone financial statementsthe lease agreements are in the name of the Company where the Company is the lessee inthe agreement.

In respect of immovable property of land that has been taken on long-term lease atSikandarabad and disclosed as fixed asset in the standalone financial statements has beenverified with certified true copy of the lease agreement as we are informed that theoriginal lease agreement is in the possession of the lessor (i.e. Uttar Pradesh StateIndustrial Development Corporation).

ii. As explained to us the inventories (other than stock lying with third parties andgoods in transit) were physically verified during the year by the Management at thereasonable intervals and no material discrepancies have been noticed on physicalverification.

iii. The Company has not granted any loans secured or unsecured to companies firmsor other parties covered in the Register maintained under Section 189 of the CompaniesAct 2013.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.

v. According to the information and explanations given to us the Company has notaccepted any deposit during the year. The Company does not have any unclaimed deposits andaccordingly the provisions of Sections 73 to 76 or any other relevant provisions of theCompanies Act 2013 are not applicable to the Company.

vi. The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Companies Act 2013. We have broadly reviewed the cost recordsmaintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014as amended prescribed by the Central Government under sub-section (1) of Section 148 ofthe Companies Act 2013 and are of the opinion that prima facie the prescribed costrecords have been made and maintained We have however not made a detailed examination ofthe cost records with a view to determine whether they are accurate or complete.

vii. According to the information and explanations given to us in respect of statutorydues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income-tax Sales Tax Service TaxCustom Duty Excise Duty Value Added Tax and Cess with the appropriate authorities andthere are no undisputed amounts payable in respect of these dues outstanding as at 31March 2017 for a period of more than six months from the date they became payable.

(b) Details of dues of Income tax Sales Tax and Excise Duty which have not beendeposited as on 31 March 2017 on account of disputes are given below:

Name of Statute Nature of Dues Forum where Dispute is Pending Period to which the Amount Relates Amount (net of payment) Amount paid under protest
(Rs. in crore) (Rs. in crore)
Uttar Pradesh Value Added Tax Act 2008 Value Added Tax High Court of Allahabad 2007-2008 0.61
Value Added Tax Commercial Tax Tribunal Ghaziabad 2008-2009 4.79
Value Added Tax Commercial Tax Tribunal Ghaziabad 2009-2010 2.08
Value Added Tax Commercial Tax Tribunal Ghaziabad 2010-2011 2.99
Value Added Tax Commercial Tax Tribunal Ghaziabad 2011-2012 2.55
Value Added Tax Additional Commissioner (Appeals) Commercial Tax 2013-2014 1.98
Value Added Tax Additional Commissioner (Appeals) Commercial Tax 2014-2015 0.22 0.02
TamilNadu Value Added Tax 2006 Value Added Tax High Court of Chennai 2010-11 and 2011-12 0.81 -
Value Added Tax Assistant Commissioner (CT) Hosur 2015-2016 114.38
Central Excise Act 1944 Excise Duty High Court of Allahabad 1996-1997 0.77 #0.04
Excise Duty CESTAT Allahabad 1999-2000 0.06 0.05
Excise Duty CESTAT Allahabad 2008-2013 5.07 1
Excise Duty CESTAT Allahabad 2011-2012 0.34 #0.04
Excise Duty Commissioner Appeals 2011-2015 0.47 0.02
Finance Act 1994 Service Tax Commissioner Service Tax 2007-2008 0.05 0.05
Income Tax Act 1961 Income Tax Commissioner of Income tax (Appeals) 2012-2013 1.36 0.05

# Netted in books of accounts

We have been informed that there are no dues of Service Tax and Custom Duty which havenot been deposited as on 31 March 2017 on account of disputes.

viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of loans or borrowings to banks and dues todebenture holders. The Company has not obtained any loan or borrowings from government orfinancial institution.

ix. The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans and hence reporting under clause (ix) ofthe Order is not applicable.

x. To the best of our knowledge and according to the information and explanations givento us no fraud by the Company and no material fraud on the Company by its officers oremployees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us theCompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable.

xiii. In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 188 and 177 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the standalone financial statements etc. as requiredby the applicable accounting standards.

xiv. During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected with him and hence provisions of section 192 of theCompanies Act 2013 are not applicable.

xvi. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
RASHIM TANDON
Place Ghaziabad Partner
Date 20 May 201 7 (Membership No. 95540)