Your Directors have pleasure in presenting the Thirtieth Annual Report for theyear ended 31st March 2017.
| ||FY 2016-17 ||FY 2015-16 |
|Revenue from Operations ||6754.90 ||7789.02 |
|Add: Other Income ||3228.45 ||1524.34 |
|Total Revenue ||9983.35 ||9313.36 |
|Total Expenditure ||7311.31 ||8504.22 |
|Earnings before Interest Tax Depreciation & Amortization ||2672.04 ||809.14 |
|Less: Finance Cost ||590.77 ||997.35 |
|Less: Depreciation and Amortization Expenses ||236.92 ||220.22 |
|Profit before exceptional items & tax ||1844.35 ||-408.43 |
|Exceptional Items being || || |
|- Provision / Loss on Sale of Investment in Subsidiary Co ||(631.41) || |
|- Provision for Bad Debts / Loan in Subsidiary Co. ||(432.92) ||- |
|Profit before tax ||780.02 ||-408.43 |
|Tax Expense ||(226.87) ||41.69 |
|Profit After Tax ||1006.89 ||(366.74) |
|Add: Profit & LossAccount Balance B/F ||7344.27 ||8122.03 |
|Amount available for proposed Appropriations ||8420.05 ||7755.29 |
|Proposed Dividend (Refer Note on dividend) || ||341.50 |
|Transfer to General Reserve || || |
|Provision for tax on dividend || ||69.52 |
|Closing balance ||8420.05 ||7344.26 |
Your Company took several initiatives during the last financial year that helped inachieving and consolidating growth in production and sales volumes.
During the year under review the Company had a standalone revenue from operations of `6754.90 Lacs (previous year ` 7789.02). Total expense before depreciation and financecost was ` 7311.31 Lacs against 8504 Lacs in the previous year. The Company's Profitbefore exceptional items and tax was ` 1844.35 Lacs which was negative ` 408.43 in thePrevious Year. The Company had Net Profit of ` 1006.89 during current year (Previous yearLoss ` 366.74). The main reason for the same is Crushing & Screening sales are runningbelow break even point leading to operating loss. The Basic and Diluted EPS of the Companyfor FY 2016-17 is ` 7.37.
During the year under review the Company had consolidated revenue of ` 6756.95 Lacs(previous year ` 8158.56). The Company's Consolidated net profit after tax stood at `1650.92 Lacs (Previous year ` 330.78 Lacs).
For detailed analysis of the performance please refer to the Management's Discussionand Analysis Section of the Annual Report.
BUYBACK OF EQUITY SHARES:
The Company has initiated Buy-Back of Equity shares from the owners/beneficial ownersof the Equity Shares other than the promoters and persons acting in concert from theOpen Market through the Stock Exchange mechanism using the electronic trading facilitiesof BSE Limited and The National Stock Exchange of India Limited ("StockExchanges") at a price not exceeding ` 189/- per Equity Share payable in cash for anaggregate amount not exceeding
` 24 Crore (excluding the Transaction Costs). The Company has bought back 998085Equity Shares utilizing a total of ` 17.86 Crore (excluding Transaction Costs) and theoffer is still going on.
AMOUNT TRANSFERRED TO RESERVES IF ANY:
No amount was transferred to reserves during the year under review.
Your Directors are pleased to recommend a dividend of ` 2.5/- per share on PostBuy-Back Equity Shares of the Company as on the date of Record Date.
CHANGE IN NATURE OF BUSINESS:
No change in the nature of Business of the Company during the period under review.
During the year under review the Company has not accepted/ renewed deposit frompublic/ shareholders as per the applicable provisions of the new Companies Act 2013 andCompanies (acceptance of Deposits) Rules 2014. There is no overdue deposit as on 31stMarch 2017.
As required under the Listing Agreements entered into with the Stock Exchanges aconsolidated financial statement of the Company and all its subsidiaries is attached. Theaudited consolidated financial statements received from subsidiaries as approved by theirrespective Board of Directors have been prepared in accordance with Accounting Standards-21 (AS 21) read with AS-23 on the Accounting for investment in Associates and AS 27 on financial reporting of interests in Joint Ventures.
SUBSIDIARY JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-
The Company has following Subsidiaries and Associate companies:
|Name of the Subsidiary/JV/Associate ||Nature ||Business |
|Apollo Earthmovers Limited ||Subsidiary ||Equipment Manufacturing |
|2. Apollo FBC Crushing Equipments Limited ||Subsidiary ||Equipment Manufacturing |
|3. Credo Mineral Industries Limited ||Associate ||Mining & Processing |
Further a statement containing salient features of the financial statements of oursubsidiaries in the prescribed format AOC-1 is appended as "Annexure-A"to the Board's Report. The statement also provides the details of performances financialposition of each of the subsidiaries.
The Company does not have any Joint Venture.
A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") forms part of the Director's Report.
The Company has in place an Audit Committee in terms of requirements of the Act readwith rules framed thereunder and Listing Regulations. The details relating to the AuditCommittee are given in the Corporate Governance Report forming part of this report. Therecommendations of Audit Committee were duly accepted by the Board of Directors.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
As per Listing Regulations the Management Discussion and Analysis is appended to thisreport.
DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-
1. Resignation / Cessation
During the year under review none of the Directors or KMPs resigned from the Companyexcept Mr. Ugrabhai V. Patel Independent Director of the Company resigned w.e.f.30.05.2017 due to health issues. The Board placed on record its appreciation for thevaluable contribution made by him in the growth of the Company.
During the year under review none of the Directors or KMPs was appointed.
3. Retirement by Rotation
At the ensuing Annual General Meeting Mr. Manibhai V. Patel and Mrs. Nayna A. Patel whoretires by rotation and being eligible offers themselves for re-appointment.
There being no other changes in directorship or KMPs of the Company during the yearunder review.
The details of Directors seeking appointment re-appointment at the ensuing AnnualGeneral Meeting has been provided in the Notice of the Annual General Meeting formingpart of the Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 (5) of the Companies Act 2013("Act") and based on the representations received from the operatingmanagement the Directors hereby confirm:
that in the preparation of Annual Accounts the applicable Accounting Standards havebeen followed and that no material departures have been made from the same.
that they have selected such Accounting Policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the Financial Year and of theprofit or loss of the Company for that period.
that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
that they have prepared the Annual Accounts on a going concern basis.
that the Company has adequate internal systems and controls in place to ensurecompliance of laws applicable to the Company.
that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
DECLARATION BY INDEPENDENT DIRECTORS:-
All the Independent Directors have given declaration to the Company stating theirindependence pursuant to Section 149(6) of the Companies Act 2013 and there has been nochange in the circumstances which may affect their status as independent director duringthe year.
The Board of Directors duly met 4 (Four) times respectively on 30.05.2016 12.08.201612.11.2016 and 09.02.2017 in respect of which meetings proper notices were given and theproceedings were properly recorded and signed. The details of the Board Meetings and theattendance of the Directors are provided in the Corporate Governance Report attachedhereto which forms part of this Report.
The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard that of its committees and individual Directors. Schedule IV to the Companies Act2013 states that the performance evaluation of Independent Directors shall be done by theentire Board of Directors excluding the Director being evaluated. The Board works withthe Nomination & Remuneration Committee to lay down the evaluation criteria for theperformance of executive/ non-executive/ independent directors.
The evaluation of all the Directors Committees and the Board as a whole was conductedbased on the criteria and framework adopted by the Board and results of the evaluation issatisfactory and adequate and meets the requirements. The Board approved the evaluationresults as collated by the Nomination & Remuneration Committee.
DETAILS OF COMMITTEE OF DIRECTORS:
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stake Holders Relationship/ Grievances Committee of Directors number ofmeetings held of each Committee during the Financial year 2016-17 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report.
A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and Rules theretostating therein the Company's policy on appointment and remuneration of Directors and KeyManagerial Personnel which was approved and adopted by the Board of Directors in itsMeeting held on May 30 2014. The Remuneration Policy is stated in the CorporateGovernance Report.
CONSERVATION OF ENERGY TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-
The particulars regarding conservation of energy technology absorption and ForeignExchange earnings and outgo pursuant to 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureB".
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure C".
VIGIL MECHANISM / WHISTLE BLOWER POLICY:-
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the Company has adopted a Vigilmechanism/Whistle Blower Policy. This policy is explained in corporate governance reportand also posted on the website of company i.e. http://www.apollo.co.in
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment of Women atWorkplace in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder and InternalComplaints Committee has also been set up to redress complaints regarding sexualharassment. During the year no complaint with allegations of sexual harassment wasreceived by the Company.
CORPORATE SOCIAL RESPONSIBILITY:-
During the current year Company was not required to spend any amount towards the CSRactivities as the average of last three years profits was negative due to loss incurred.However a brief outline of the company's CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs is available on the Company's website www.apollo.co.in for reference.Further the report on CSR activities pursuant to clause (o) sub-section (3) of section 134of The Companies Act 2013 read with the Companies (Corporate Social Responsibilitypolicy) Rules 2014 is in Annexure D to this report.
As per the provisions of Section 139(1) of the Companies Act 2013 every Company shallappoint an individual or firm as an auditor who shall hold office from the conclusion ofthat meeting till the conclusion of every next meeting. However such appointment issubject to ratification by members at every annual general meeting.
M/s. DJNV & Co. Chartered Accountants who are the statutory auditors of theCompany who holds office till the conclusion of the ensuing AGM and are eligible forre-appointment. Pursuant to the provisions of section 139(1) of the Companies Act 2013and the Rules framed there under it is proposed to appoint M/s. DJNV & Co.Chartered Accountants as statutory auditors of the Company from the conclusion of theforthcoming AGM till the conclusion Annual General Meeting for the financial year 2019-20and the same is subject to ratification by members at every AGM.
The Company has received letters from M/s. DJNV & Co. Chartered Accountants tothe effect that their appointment if made would be within the prescribed limits underSection 141(3)(g) of the Companies Act 2013 and that they are not disqualified from beingappointed as Statutory Auditors of the Company.
COMMENTS ON AUDITORS' REPORT:-
There is no adverse comment in the Auditors' Report which requires any furtherexplanation.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Ashish Shah & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for FY 2016-17. The Secretarial AuditReport is appended to this report as "Annexure E".
COMMENTS ON SECRETARIAL AUDITORS' REPORT:-
There is no adverse comment in the Secretarial Auditors' Report which requires anyfurther explanation.
Your Company was not required to appoint cost auditor of the Company for FY 2016-17.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:-
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS (RPT):-
During the period under review there were transactions with related parties as definedunder Section 188 of the Companies Act 2013. Details of the same are annexed in "AnnexureF" and forming part of this report.
INTERNAL CONTROL SYSTEMS:-
The Company has an adequate system of internal control procedures which is commensuratewith the size and nature of business. Detailed procedural manuals are in place to ensurethat all the assets are safeguarded protected against loss and all transactions areauthorized recorded and reported correctly. The internal control systems of the Companyare monitored and evaluated by internal auditors and their audit reports are periodicallyreviewed by the Audit Committee of the Board of Directors.
PARTICULARS OF EMPLOYEES:-
The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year.
This cannot be ascertain as the Directors do not draw any Remuneration.
b. The percentage increase in remuneration of each director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year.
Percentage Increase in Remuneration for FY 2016-17
|MD/CEO ||NIL |
|CFO ||23.84% |
|CS ||11.74% |
c. The percentage increase in the median of employees in the financial year:-0.1%
d. The number of permanent employees on the rolls of the Company: 156 Nos.
e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
The Average percentile increase made in salaries of employees is 15.26% while that ofKMP is 18.42%
The Managerial Personnel are responsible for the consolidated performance of theCompany unlike non-managerial personnel. Thus it is not meaningful to compare theincrease in their remuneration with that of the other employees who do not have similarresponsibilities.
f. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
| || ||Amt. ` In Lacs |
| ||KMP ||Other than KMP |
|Remuneration in FY 17 ||17.82 ||462.58 |
|Revenue ||9983.35 ||9983.35 |
|Remuneration as % of revenue ||0.18% ||4.63% |
|Profit before Tax (PBT) ||1844.35 ||1844.35 |
|Remuneration (as % of PBT) ||0.97 ||25.08 |
g. Affirmation that the remuneration is as per the remuneration policy of the company
The Company affirms remuneration as per the remuneration policy of the Company.
The company does not have any employee covered under the provisions of section 197(12)of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointm
The Company had a Risk Management Committee with defined role and responsibilities.During the year under review the Committee was constituted in the compliance ofrequirement listing regulations. The details of the same are forming part of the CorporateGovernance Report
EQUAL OPPORTUNITY EMPLOYER:-
The Company has always provided a congenial atmosphere for work to all employees thatare free from discrimination and harassment including sexual harassment. It has providedequal opportunities of employment to all without regard to their caste religion colourmarital status and sex. The Company has also framed a Policy on "Prevention of SexualHarassment" at the workplace in line with provisions of the Sexual Harassment ofwomen at Workplace (prevention prohibition and redressal) Act 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Allthe employees are treated with dignity with a view to maintain a work environment freefrom harassment whether physical verbal or psychological. There were no cases reportedunder the said Policy during the year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS
There are no material orders passed by Regulators Courts or Tribunals impacting thegoing concern status and company's operations in future.
The relationship with the workmen and staff remained co-ordial and harmonious duringthe year and management received full cooperation from employees.
Statements in the Boards' Report and the Management Discussion and Analysis describingthe Company's objectives explanations and predictions may be forward looking within themeaning of applicable securities laws and regulations. Actual results may differmaterially from those expressed in the statement. Important factors that could influencethe company's operations include: global and domestic demand and supply conditionsaffecting selling prices new capacity additions availability of critical materials andtheir cost changes in government policies and tax laws economic development of thecountry and other factors which are material to the business operations of the Company.
Your Directors place on record their sincere appreciation for the continuous supportand cooperation received from the Business Associates including vendors customers andBanks. Your Directors greatly appreciates overwhelming cooperation dedication commitmentand contribution made by employees at all levels and look forward for their continuedsupport in future as well. Your Directors would also wish to place on record theirgratitude to the shareholders for having faith on the management of the Company.
For and on behalf of the Board of Directors
|Asit A. Patel ||Anand A. Patel |
|Managing Director ||Director |
|DIN:00093332 ||DIN:00002277 |
|Place ||Ahmedabad |
|Dated ||29th August 2017 |
ANNEXURE "A" TO DIRECTORS' REPORT
Form AOC 1
Pursuant to the first proviso to sub-section (3) of Section 129 read with Rule 5 of theCompanies (Accounts) Rules 2014.
Statement Containing salient features of the financial statement ofsubsidiaries/associate companies/ joint ventures
Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in `)
|Particulars ||Details || |
|1. Name of the subsidiary ||Apollo Earthmovers Ltd. ||Apollo FBC Crushing Equipments Ltd. |
|2. Reporting period for the subsidiary concerned if different from the holding company's reporting period ||2016-2017 ||2016-2017 |
|3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreignsubsidiaries ||INR ||INR |
|4. Share capital ||36000000 ||500000 |
|5. Reserves & surplus ||2269217757 ||(1077439) |
|6. Total assets ||2312146068 ||664149 |
|7. Total Liabilities ||6928309 ||1241588 |
|8. Investments ||1746086403 ||- |
|9. Turnover ||205198 ||- |
|10. Profit before taxation ||248492346 ||(941298) |
|11. Provision for taxation ||13899911 ||- |
|12. Profit after taxation ||234592435 ||(941298) |
|13. Proposed Dividend ||Nil ||Nil |
|14. % of shareholding ||100% ||100% |
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations: NIL
2. Names of subsidiaries which have been liquidated or sold during the year: NIL
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
|Name of associates/Joint Ventures ||Credo Mineral Industries Ltd (CMIL). |
|1. Latest audited Balance Sheet Date ||31.03.2017 |
|2. Shares of Associate/Joint Ventures held by the company on the year end || |
|No. ||6310216 |
|Amount of Investment in Associates/Joint Venture ||304339665 |
|Extend of Holding% ||29.96% |
|3. Description of how there is significant influence ||Holding more than 20% of total share |
| ||capital. |
|Reason why the associate/joint venture is not consolidated ||NA |
|5. Net worth attributable to shareholding as per latest audited Balance Sheet || |
| ||` 587904632 |
|6. Profit/Loss for the year ||` 3156806 |
|i. Considered in Consolidation ||` 1808241 |
|ii. Not Considered in Consolidation ||NA |
1. Names of associates or joint ventures which are yet to commence operations: NIL
2. Names of associates or joint ventures which have been liquidated or sold during theyear: NIL
For and on behalf of Board of Directors
|Asit Patel ||Navinchandra V. Shah ||Bharat Dave ||Neha Chikani Shah |
|Managing Director ||Director ||Chief Financial Officer ||Company Secretary |
|DIN:00093332 ||DIN: 03027647 || ||M'ship No:A-25420 |
|Place ||: Ahmedabad |
|Dated ||: 29th August 2017 |
ANNEXURE "B" TO DIRECTORS' REPORT A. PARTICULARS WITH RESPECT TO CONSERVATIONOF ENERGY a. The Steps taken or impact on conservation of energy:-
The Company attaches a great deal of importance to energy conservation. Efforts toconserve Energy continued during the year through timely preventive maintenance andinspection of major plant and machinery.
b. The steps taken by the Company for utilizing alternate sources of energy No step istaken to utilize alternate sources of energ c. The Capital investment on energyconservation equipment No Capital investments are planned at this stage.
B. TECHNOLOGY ABSORPTION:
1. Research & Development ( R & D)
The Company is not having an independent Research & Development unit registeredwith the Government of India. However product developmental activities continue to getutmost priority in the field of process technology improvement in quality importsubstitution etc. through the quality assurance department.
Benefits Derived as a result of above R & D
The Company has been able to substitute some of the indigenous spares which wereearlier required to be imported.
2. Technology Absorption and Innovation
a) Efforts: The Company has been able to indigenize components required for themanufacture Crushers and other machineries.
b) Benefits derived : better product and indirect saving in foreign exchange
c) Particulars of technology imported during the past 5 years: No technology isimported during past 5 years.
|C. FOREIGN EXCHANGE EARNING AND OUTGO: || |
|Foreign Exchange Earning: ||` 66863282 |
|Foreign Exchange Outgo : ||` 17061298 |
For and on behalf of the Board of Directors
|Asit A. Patel ||Anand A. Patel |
|Managing Director ||Director |
|DIN:00093332 ||DIN:00002277 |
|Place ||: ||Ahmedabad |
|Dated ||: ||29th August 2017 |