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APL Apollo Tubes Ltd.

BSE: 533758 Sector: Metals & Mining
BSE 00:00 | 23 May 1888.40 -23.10






NSE 00:00 | 23 May 1899.85 -8.20






OPEN 1907.20
52-Week high 2587.00
52-Week low 1285.10
P/E 45.06
Mkt Cap.(Rs cr) 4,481
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1907.20
CLOSE 1911.50
52-Week high 2587.00
52-Week low 1285.10
P/E 45.06
Mkt Cap.(Rs cr) 4,481
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

APL Apollo Tubes Ltd. (APLAPOLLO) - Director Report

Company director report

To the members of

APL Apollo Tubes Limited

Your directors have pleasure in presenting the Thirty Second Annual Report on thebusiness and operations of your company together with the Standalone and ConsolidatedAudited Financial Statements for the year ended 31 March 2017.


The Company's financial performance for the year under review along with the previousyear's figures is given hereunder:

(Rs. in crore)




FY 2016-17 FY 2015-16 FY 2016-17 FY 2015-16
Gross sales 4996.83 4656.36 3104.33 3213.83
Less : Excise duty and cess 451.83 442.77 224.95 218.23
Net sales/Income from operations 4545.00 4213.59 2879.38 2995.60
Add : Other income 3.78 10.27 2.13 21.62
Total revenue 4548.78 4223.86 2881.51 3017.22
Operating expenses 4220.62 3931.94 2752.53 2882.73.
EBIDTA 328.16 291.92 128.98 134.49
Less : Finance cost 68.33 69.51 48.01 48.73
Less : Depreciation and amortisation 51.20 34.10 29.70 18.67
Profit before exceptional items and tax 208.63 188.31 51.27 67.09
Less : Exceptional items - 25.33 - 25.33
Profit before tax (PBT) 208.63 162.98 51.27 41.76
Less : Tax expense 62.74 62.42 11.94 10.93
Profit after tax for the year (PAT) 145.89 100.56 39.33 30.83
Add : Balance in profit and loss account 310.47 257.27 92.15 105.99
Profit available for appropriation 456.36 357.84 131.49 136.82
Transfer to general reserve - 0.50 - 0.50
Transfer to debenture redemption reserve 12.50 18.75 12.50 18.75
Proposed dividend on equity shares - 23.44 - 23.44
Tax on dividends - 4.68 - 1.98
Balance carried over to balance sheet 443.86 310.47 118.98 92.15

The Company's consolidated gross turnover in financial year 2016-2017 increased by 7%from Rs. 4656 crore to Rs. 4997 crore mainly because of our customized products acrossall the users. The EBIDTA has been significantly increased by 12% from Rs. 292 crore toRs. 328 crore for the year under review. The net profit of the Company has also increasedby 45% from Rs. 101 crore to Rs. 146 crore for the year under review.


The Board has subject to the approval of the members at the ensuing Annual GeneralMeeting recommended dividend of Rs. 12 (120%) per fully paid-up equity share of Rs. 10each of the Company for the year ended 31 March 2017 as against Rs. 10 (100%) for theprevious year.


The Company has not transfered any amount to the general reserve out of amountavailable for appropriations and an amount of Rs. 118.98 crore is proposed to be retainedin the Statement of Profit and Loss during the financial year 2016-17.


The financial year 2016-17 witnessed some major reformatory steps such as the passageof GST bill and the demonetization drive undertaken by the government. These reforms areexpected to boost the Indian economy and enable faster growth rates in the coming years.While the global economy remained sluggish during the current financial year the Indianeconomy maintained a healthy GDP growth of 7% due to favorable economic governmentpolicies increase in Foreign Direct Investments and commencement of several developmentinitiatives by the government.

The performance of the Company was affected due to external market challenges includingdemonetization and volatility in steel prices which adversely impacted the sales volumes.Financial year 2017-18 has begun on a healthy note as the Company registered strongvolumes and remains focused on delivering better results in the coming year.

The Company is a 'One-Stop Shop' for a wide spectrum of steel structural products thatcaters to an array of sectors such as urban infrastructure construction housing energyautomobile irrigation among others. These key sectors of the economy are anticipated toshowcase robust growth over the next few years which in-turn should lead to healthydemand for steel structural products going forward. To leverage upon this opportunity theCompany is in the process of augmenting its capacity from the existing 1.3 to 2 millionMTPA in the financial year 2017-18. The Company has been a pioneer in introducing moderntechnologies in the industry and is the first Company in India to introduce the latestglobal technology - Direct Forming Technology (DFT) Through this facility APL Apollo willbe targeting the untapped markets across the globe. The Company has undertaken variousother steps to further help enhance the 'APL Apollo' brand reach and drive higher growth.


During the financial year 2016-17 the Company achieved the highest ever volume number.The Company is focusing on customized qualitative products of wide ranges for end userswith the help of latest global technologies and acceptance of these products will keep thegrowth momentum in its sales in the coming years. The branding approach across marketsenables higher visibility and stronger market share gains further extending thegeographical reach to the end-users. The Company is strengthening its presence in Tier IIand Tier III cities either via own warehouse cum branches or through dealer-distributionnetwork. The dealer-distribution network increased significantly to more than 600. Thisalong with warehouses will help the Company to meet the increasing demand for ourproducts across various industrial as well as household applications.

The effective measures to enhance cost efficiency across the verticals innovativeapproach in production and distribution of the products will help the Company to controlthe manufacturing selling and distribution cost leading thereby to serve its qualityproducts to happy and satisfied customers at competitive price.


Projects commissioned during financial year 2016-17 and new projects in the upcomingyears:

• Ordered nine lines of new DFT technology mills out of which two commissioned andseven will be commissioned between July 2017 and March 2018 that will add over 0.5 MTPA atthe existing sites.

• During the year we started commissioning of Greenfield plant at Raipur to befully operational by September 2017.


The consolidated financial statements presented by the Company include financialinformation of its subsidiaries prepared in compliance with applicable accountingstandards. The audited Consolidated Financial Statements and Auditor's Report thereon formpart of this Annual Report.


The Company has in place adequate internal financial controls with reference tofinancial statements and no material reportable weakness was observed in the system duringthe year. Further the Company has in place adequate internal controls commensurate withthe size and nature of its operations.

Regular internal audits are conducted covering all offices factories and key areas ofthe business. Findings are placed before Audit Committee which reviews and discusses theactions taken with management. The Audit Committee also reviews the effectiveness ofcompany's internal controls and regularly monitors implementation of auditrecommendations.


The Company's borrowings enjoy the following credit ratings:

Nature of Borrowing CARE ICRA
Long term bank loans A+ A+
Short term A1 + A1
Commercial papers A1 + A1+(SO)
NCDs A+ A+


In accordance with the provisions of Section 134 (3(a) of the Companies Act 2013 theextract of the Annual Return in Form no. MGT-9 is annexed hereto as Annexure 'A' and formspart of this report.


The Company had four wholly-owned subsidiaries as on 31 March 2017 namely M/s ShriLakshmi Metal Udyog Limited (SLMUL) M/s Lloyds Line Pipes Limited (LLPL) M/s ApolloMetalex Private Limited (AMPL) and M/s Blue Ocean Projects Private Limited

During the financial year under review M/s Blue Ocean Projects Private Limited becameyour company's subsidiary.

A report on the performance and financial position of each of the subsidiaries in formAOC-1 is annexed hereto as Annexure 'B' and forms part of this report.

The audited financial statements and related information of the subsidiaries whereapplicable will be available for inspection during regular business hours at thecompany's corporate office at 36 Kaushambi Near Anand Vihar Terminal Uttar Pradesh-201010 and the same are also available at our website i.e. asprescribed in Section 136 of the Companies Act 2013.


Your company has not accepted any public deposits within the meaning of Section 73 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.Therefore company is not required to furnish information in respect of outstandingdeposits under Non-banking Nonfinancial Companies (Reserve Bank) Directions 1966 andCompanies (Accounts) Rules 2014.


During the year under review the Company has issued 151319 equity shares of Rs. 10each at a price of Rs. 452.60 (including premium of Rs. 442.60) aggregating to Rs. 7crore pursuant to APL Apollo Employees Stock Option Scheme (ESOS) to eligible employeesof the Company and of its subsidiaries. Consequently the paid up equity share capital ofthe Company increased to Rs. 23.59 crore from Rs. 23.44 crore comprising of 23589955equity shares of Rs. 10 each. The Company has not issued shares with differential votingrights nor sweat equity or bonus shares. The proceeds of the said issue have been usedtowards augmenting the net worth of the Company.

The details of stock options granted by the Company are disclosed in compliance withRegulation 14 of Securities and Exchange Board of India (Share Based EmployeeRegulations) 2014 on the website of the Company at www.


During the period under review your company issued fully secured listed redeemablenon-convertible debentures (the "Debentures") amounting to Rs. 50 crore on aprivate placement basis. The outstanding balance of debentures as on 31 March 2017amounts to Rs. 125 crore. The proceeds of the aforesaid issue were utilized for generalcorporate purposes.

The Company's NCDs have been assigned the rating of "A+" by ICRA Limited.


The commercial paper programme of your company has been rated by M/s ICRA Limited andM/s CARE Limited and is assigned the rating of [ICRA] A1+ (SO) for Rs. 200 crore and[CARE] A1+ for Rs. 200 crore respectively. During the year under review commercial papersoutstanding amount stood at Rs. 65 crore.



In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of Articles of Association of the Company Shri Romi Sehgal will retire at theensuing Annual General Meeting (AGM) and being eligible offer himself for reappointment.


Shri Sharad Mahendra who was appointed as an Additional Director of the Company by theBoard of Directors with effect from 29 October 2016 in terms of Section 161 of theCompanies Act 2013 and in terms of Articles of Association of the Company holds officeuntil the date of ensuing Annual General Meeting. Your company has received a notice underSection 160 of the Companies Act 2013 from a shareholder of your company signifying hisintention to propose the name of Shri Sharad Mahendra for appointment as a Director ofyour company.

Shri Virendra Singh Jain who was appointed as an Additional Director (Independent) ofthe Company on 28 January 2017 to hold office for a period of five consecutive yearsnot liable to retire by rotation subject to consent by the Members of the Company at theensuing Annual General Meeting ("AGM"). Your company has received declarationsfrom him that he meet the criteria of independence as provided in Section 149(6) of theCompanies Act 2013 and also Regulation 16(1)(b) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company re-appointed Shri Sanjay Gupta as Chairman (underwhole time director category) of the Company for a period of five years w.e.f. 01 April2017 subject to approval of members at the ensuing AGM of the Company.

The Board of Directors of the Company also re-appointed Shri Ashok Kumar Gupta asManaging Director of the Company for a period of three years w.e.f. 01 May 2017 subjectto approval of members at the ensuing AGM of the Company.

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 and alsoRegulation 16(I)(b) of the Listing Regulations.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany are - Shri Sanjay Gupta (Chairman) Shri Ashok Kumar Gupta (Managing Director)Shri Deepak Kumar Goyal (Chief Financial Officer) and Shri Adhish Swaroop (CompanySecretary). During the year there has been no change in the key managerial personnel.


Disclosure of ratio of the remuneration of each Executive Director to the medianremuneration 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 annexedto this report as Annexure 'C'. Further particulars of employees pursuant to Rule 5(2)and 5(3) of the above Rules form part of this report. However in terms of provisions ofsection 136 of the said Act the report and accounts are being sent to all the members ofthe Company and others entitled thereto excluding the said particulars of employees. Anymember interested in obtaining such particulars may write to the Company Secretary at theregistered office of the Company. The said information is available for inspection at theregistered office of the Company during working hours.


A. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP Chartered Accountants Gurugram(FRN117366W/W-100018) have been appointed as Auditors of the Company to hold the officefrom the conclusion of the 30th Annual General Meeting held on 28 August 2015 until theconclusion of the 35th Annual General Meeting to be held in year 2020 subject toratification of the appointment by the members at each AGMs. Accordingly matter relatingto the appointment of the Auditors will be placed for ratification by members at theensuing Annual General Meeting. The observations of the Auditors in their report onaccounts and the Financial Statements read with the relevant notes are self explanatory.

B. Cost Auditors

The audit of Cost Records of the Company is mandatory for the financial year ended 31March 2017 is being conducted by M/s R.J. Goel & Co. Cost Accountants and theirreport will be filed with the MCA.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors appointed M/s Anjali Yadav & Associates Company Secretaries in practice asSecretarial Auditor to carry out Secretarial Audit of the Company for the financial year2016-17. The report given by her for the said financial year in the prescribed format isannexed to this report as Annexure 'D'. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.


During the financial year ended 31 March 2017 all the contracts or arrangements ortransactions entered into by the Company with the related parties were in the ordinarycourse of business and on arm's length basis and were in compliance with the applicableprovisions of the Companies Act 2013 and the SEBI (LODR) 2015.

Further the Company has not entered into any contract or arrangement or transactionwith the related parties which could be considered material in accordance with the policyof the Company on materiality of related party transactions. In view of the abovedisclosure in FORM AOC-2 is not applicable.

The related party transaction policy as approved by the Board is available on thewebsite of the Company:http://

Your directors draw attention of the members to Note No. 29.3 to the FinancialStatement which sets out related party disclosures.


The applicable disclosures relating to the APL Apollo Tubes Limited - ESOS 2015 asstipulated under the Companies (Share Capital and Debentures) Rules 2014 as on 31 March2017 are given below:

S. No. Particulars
1 Options granted 750000
2 Options vested; 163583
3 Options exercised 151319
4 Total number of shares arising as a result of exercise of option 151319
5 Options lapsed 96792
6 Exercise price 724000 options were granted on 28 July 2015 at the market price Rs. 452.60 and 46000 options were granted on 28 January 2017 at market price of Rs. 1028.80
7 Variation of terms of options 1. Performance grades were modified
2. New joinees after the date of institution of the Scheme who meet the eligibility criteria shall now also be eligible for grant of options under the Scheme.
3. Shares issued pursuant to exercise of options under the scheme would now be in lock in for the period of 6 months
8 Money realized by exercise of options ' 68486979
9 Total number of options in force 76792
10 Employee wise details of options granted to;-
(i) Key managerial personnel;
- Deepak Kumar Goyal Chief Financial Officer 30600
- Adhish Swaroop Company Secretary 6000
(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year. Nil
(iii) Identified employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant; Nil

The Company has received a certificate from the auditors of the Company that the ESOS2015 has been implemented in accordance with the SEBI (Share Based Employee Benefits)Regulations and as per the resolution passed by the Members of the Company authorizingissuance of the said options.


Pursuant to requirement under Section 134 sub-section 3(c) and sub-section 5 of theCompanies Act 2013 your directors to the best of their knowledge hereby state andconfirm that:

a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanations relating to material departures.

b. Such accounting policies have been selected and applied consistently and judgmentsand estimates have been made that are reasonable and prudent to give a true and fair viewof the Company's state of affairs as at 31 March 2017 and of the Company's profit for theyear ended on that date.

c. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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 internalfinancial controls were adequate and were operating effectively.

f. Proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.


In line with the provisions of the Companies Act 2013 the Company has framed itsCorporate Social Responsibility (CSR) policy for development of programmes and projectsfor the benefit of weaker sections of the society and the same has been approved byCorporate Social Responsibility Committee (CSR Committee) and the Board of Directors ofthe Company. The Corporate Social Responsibility (CSR) policy of the Company provides aroad map for its CSR activities.

During the year under review the Company has made contribution of Rs. 1.01 crore toPrime Minister's National Relief Fund for Education of Poor Children Rs. 0.11 crore toWorld Hope Foundation Rs. 0.02 crore to U.P. Science Centre Jhansi' 0.06 crore toBharat Lok Shiksha Parished and Rs. 0.01 crore to Sikandrabad Industrial Association incompliance to the provisions of Companies Act 2013 relating to Corporate SocialResponsibility.

The Annual Report on CSR activities is annexed herewith as Annexure 'E'.

The CSR Policy has been uploaded on the Company's website and may be accessed at thelink: pdf/csr-policy.pdf


Details of Loans Guarantees and Investments covered under provisions of Section 186 ofthe Companies Act 2013 during the financial year 2016-17are furnished in the notes to thefinancial statements.


Information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 (3)(m) of Companies Act 2013read with the Rule 8 (3) of the Companies (Accounts) Rules 2014 is furnished Annexure'F' forming part of this Report.


The Board has in compliance with SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 formulated Dividend Distribution Policy. This policy will provideclarity to the stakeholders on the dividend distribution framework of the Company. Thepolicy sets out various internal and external factors which shall be considered by theBoard in determining the dividend payout. The dividend distribution policy is attached asAnnexure 'G' to this report and is also available on the website of the Companyhttp://www.


Corporate Governance - including details pertaining to Board Meetings Nomination andRemuneration Policy Performance Evaluation Risk Management Audit Committee and VigilMechanism.

Your company reaffirms its commitment to the highest standards of corporate governancepractices. Pursuant to Regulation 34 read with schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations

2015 the Corporate Governance Report and the Auditors' Certificate regardingcompliance of conditions of Corporate Governance are annexed to this report (Annexure'H').

The Corporate Governance Report which forms part of this report also covers thefollowing:

a) Particulars of the four Board Meetings held during the financial year under review.

b) Policy on Nomination and Remuneration of Directors Key Managerial Personnel andSenior Management including inter alia the criteria for performance evaluation ofDirectors.

c) The manner in which formal annual evaluation has been made by the Board of its ownperformance and that of its Committees and individual Directors.

d) The details with respect to composition of Audit Committee and establishment ofVigil Mechanism.

e) Details regarding Risk Management.


The number of complaints received during the financial year 2016-17 under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 isavailable in the Business Responsibility Report which is part of this Annual Report.


Your directors state that no disclosure or reporting is required with respect to thefollowing 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 equity shares with differential rights as to dividend voting or otherwise.

3. Any remuneration or commission received by Managing Director of the Company fromany of its subsidiary.

4. Significant or material orders passed by the Regulators or Courts or Tribunal whichimpacts the going concern status and Company's operations in future.

5. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this report.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.


Yours directors take this opportunity to express their appreciation for theco-operation received from the customers vendors bankers stock exchanges depositoriesauditors legal advisors consultants stakeholders debenture-holders businessassociates Government of India state government and local bodies during the period underreview. The directors also wish to place on record their appreciation of the devoted anddedicated services rendered by the employees of the Company.

For and on behalf of Board of Directors
Place: Ghaziabad Sanjay Gupta
Date: 20 May 2017 Chairman



(i) the steps taken or impact on conservation of energy:

(a) To know the energy utilization the Company has installed the meters on eachmachine at every mills to record the energy requirement basis of which company hasanalyzed through the use of various equipments the percentage of wastage of electricityby the machines and whether to replace or using them in any other manner.

(b) As analysed electricity is also the biggest cost to a business findingalternative and cheaper sources of power is a top priority. The falling cost of solarpanels has made them a more attractive investment with many pros and negligible cons andthe new ways in which companies pay for their panels has reduced the barriers to entryeven further.

• The Company has signed the Power Purchase Agreement (PPA) with one of theproducer by which company can buy the electricity generated by the panels at a lower ratethan traditional energy providers.

• Furthermore solar power offers long term energy price stability as the solar PVsystem and PPA will fix the cost for decades.

• The Company is about to install its first Solar Panel of 1MW in one of its plantand same in other units in upcoming years.

• Target's goal to equip all Units and buildings of the Company with ROOFTOP SOLARPANELS.

(c) Solar energy has now proved to be very beneficial not only for the environment butalso financially. The technology has been improved considerably turning into a veryefficient source of clean energy:

• Reduce energy loss

• Reduce electricity bills by decreasing the Energy Rate.

• Minimum breakdowns

• Low maintenance cost

• Diverse purpose

(ii) The capital investment on energy conservation equipments: For installing 1MW ofSolar Panel Company proposes to invest Rs. 20 crore.


(i) The efforts made towards technology absorption: We have placed order for In LineGalvanizing Mill and the same is expected to be commissioned by year end.

(ii) The benefits derived as a result of above efforts: The Company is researching InLine Galvanizing of Tubes. This technology will reduce zinc wastage increase productionimprove quality of zinc coating reduce cost and moreover open a new segment of sale.


Specific areas in which Research and Development measures were carried out by theCompany: Direct Forming Mills installed in Hosur and Raipur plants and same will beinstalled in other Units.

a. Reduction of Manpower by Installing Direct Forming Mills

b. Increase in Productivity as it takes 20-30 minutes to set the mill for next sizecompared to 4-24 hours in conventional mills.

c. Reduction in inventory as small rolling Campaigns possible with this technology.

The benefits derived as a result of above efforts: Direct Forming Technology hasfollowing advantages:

a. Low manpower due to advanced automation.

b. High Productivity (as size change requires only 15-20 mins).

c. 3% to 8% lighter tubes.

d. Any size can be made.

Future plan of action: The Company shall focus on continuous improvement ofperformance value creation and cost reduction through innovative research relating to theexisting operations and future strategic business requirements.

Due to above we have been able to reduce our manufacturing cost and increase ourvolumes and also have been able to cater to new segments.


(Rs. in crore)



FY 2016-17 FY 2015-16 FY 2016-17 FY 2015-16
Foreign exchange earnings 219.40 159.92 56.73 63.98
Foreign exchange outgo 10.25 5.35 7.22 2.92