You are here » Home » Companies » Company Overview » Gujarat Apollo Industries Ltd

Gujarat Apollo Industries Ltd.

BSE: 522217 Sector: Engineering
NSE: GUJAPOLLO ISIN Code: INE826C01016
BSE LIVE 15:40 | 18 Aug 192.95 -1.25
(-0.64%)
OPEN

193.25

HIGH

194.00

LOW

190.00

NSE 15:30 | 18 Aug 192.90 -1.25
(-0.64%)
OPEN

191.20

HIGH

195.00

LOW

190.50

OPEN 193.25
PREVIOUS CLOSE 194.20
VOLUME 2654
52-Week high 200.95
52-Week low 118.55
P/E 13.67
Mkt Cap.(Rs cr) 264
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 193.25
CLOSE 194.20
VOLUME 2654
52-Week high 200.95
52-Week low 118.55
P/E 13.67
Mkt Cap.(Rs cr) 264
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Apollo Industries Ltd. (GUJAPOLLO) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Twenty Ninth Annual Report forthe year ended 31st March 2016.

FINANCIAL PERFORMANCE:

(Rs in Lacs)

FY 2015-16 FY 2014-15
Revenue from Operations 7789.02 6746.33
Add: Other Income 1524.12 1928.16
Total Revenue 9313.14 8674.50
Total Expenditure 8504.00 7335.00
Earnings before Interest Tax Depreciation & Amortization 809.14 1339.49
Less: Finance Cost 997.35 1064.73
Less: Depreciation and Amortization Expenses 220.22 240.42
Profit before exceptional items & tax (408.43) 34.35
Exceptional Items being income from sale of Investments - -
Profit before tax (408.43) 34.35
Tax Expense 41.69 (292.62)
Profit After Tax (366.74) (258.27)
Add: Profit & LossAccount Balance B/F 8122.03 9776.98
Amount available for proposed Appropriations 7755.29 9518.71
Proposed Dividend (out of General Reserve) 341.50 378.88
Transfer to General Reserve - 1000.00
Provision for tax on dividend 69.52 77.58
Closing balance 7344.26 8122.03

OPERATIONAL REVIEW: Standalone

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 ofRs 7789.02 Lacs (previous year Rs 6746.33) showing a marginal growth of approx.11%.Total expense before depreciation and finance cost was Rs 8504 Lacs against 7335 Lacs inthe previous year. The Company’s Profit before exceptional items and tax was negativeRs 408.43 Lacs which was Rs 34.35 in the Previous Year. The Company had Net Loss of Rs366.74 during current year (Previous year Loss Rs 258.27). The main reason for the same isCrushing & Screening sales are running below break even point leading to operatingloss. The Basic EPS of the Company for FY 2015-16 is Rs -2.68 and Diluted is Rs –2.47.

Consolidated

During the year under review the Company had consolidated revenue of Rs 8158.56 Lacs(previous year Rs 8085.52) showing marginal growth of 0.9%. The Company’sConsolidated net profit after tax stood at Rs 1909.69 Lacs (Previous year loss Rs 99.55Lacs).

For detailed analysis of the performance please refer to the Management’sDiscussion and Analysis Section of the Annual Report.

BUYBACK OF EQUITY SHARES:

The Company has bought back 1495327 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") utilizing a total of Rs 20.92 Crore (excluding Transaction Costs) duringthe year at various price-levels not exceeding the Maximum Buyback Price of Rs 150 perEquity Share from open market through stock exchanges. The Buyback was closed w.e.f.February 15 2016.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs 2.5/- per share on EquityShares of the Company on 13660000 (Post Buy-Back) Equity shares of the Company.

DEPOSITS:

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 2016.

CONSOLIDATED ACCOUNTS:

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. – 27 on financialreporting of interests in Joint Ventures.

SUBSIDIARY JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-

The Company has following Subsidiaries and Associate companies:

Sr.No Name of the Subsidiary/JV/Associate Nature Business
1. Apollo Earthmovers Limited Subsidiary Equipment Manufacturing
2. Apollo FBC Crushing Equipments Limited Subsidiary Equipment Manufacturing
3. Apollo Maschinenbau GmbH Germany Subsidiary Equipment Manufacturing
4. Credo Mineral Industries Limited Associate Mining & Processing
5. Apollo Agro Industries Limited Associate Psyllium Husk 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 performancesfinancial position of each of the subsidiaries.

CORPORATE GOVERNANCE:-

As separate report on Corporate Governance Compliance as stipulated in Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") forms part of the Director’s Report.

AUDIT COMMITTEE:-

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 Company.However Mr. Ugrabhai V. Patel Independent Director of the Company resigned w.e.f.30.05.2016 due to health issues. The Board placed on record its appreciation for thevaluable contribution made by him in the growth of the Company.

2. Appointments

During the year under review none of the Directors or KMPs were appointed.

3. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Asit Anilkumar Patel and Mr. Anand AnilkumarPatel who retires by rotation and being eligible offers themselves for re-appointment.

There being no other changes in directorship of the Company during the year underreview.

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 AccountingStandards have been followed and that no material departures have been made from the same.

• that they have selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the profit or loss of the Company for that period.

• that they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

• that they have prepared the Annual Accounts on a going concern basis.

• that the Company has adequate internal systems and controls in place toensure compliance 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.

BOARD MEETINGS:-

The Board of Directors duly met 4 (Four) times respectively on 30.05.2015 13.08.201505.11.2015 and 11.02.2016 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.

BOARD EVALUATION:-

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 2015-16 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.

REMUNERATION POLICY:-

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 andKey Managerial 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".

ANNUAL RETURN:-

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:-

The report on CSR activities pursuant to clause pursuant to clause (o) sub-section (3)of section 134 of The Companies Act 2013 read with the Companies (Corporate SocialResponsibility policy) Rules 2014 is annexed in "Annexure D" and formingpart of this report.

STATUTORY AUDITORS:-

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.

SECRETARIAL AUDITOR:-

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 2015-16. The Secretarial AuditReport is appended to this report as "Annexure E".

COMMENTS ON SECRETARIAL AUDITORS’ REPORT:-

"delay in filing of forms and resolutions with Registrar of CompaniesGujarat."

In view of New Companies Act 2013 coming into force there was a scenario of ambiguityalong with some technical issues some of the forms and resolutions were delayed to befiled with Registrar of the Companies Gujarat. The Company assures to streamline thesame.

COST AUDITORS:

Your Company was not required to appoint cost auditor of the Company for FY 2015-16.

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. Thepercentage increase in remuneration of each director Chief Executive Officer ChiefFinancial Officer Company Secretary in the financial year.

Percentage Increase in Remuneration for FY 2015-16

MD/CEO

NIL

CFO 13.48%
CS 7.66%

c. The percentage increase in the median of employees in the financial year:5.8% d.The number of permanent employees on the rolls of the Company: 152 Nos. e. Theexplanation on the relationship between average increase in remuneration and Companyperformance.

Profit before tax and extra ordinary item as percentage of total revenue for FY 15-16was -4.39% vis-a via 0.40% in FY-14-15 whereas increase in median remuneration was 5.8%Salary increase percentage is in line with the market and competitors considering theconsolidated view of all the business units. Overall and anticipated sales in the comingyear need to retain the employees to deliver the upcoming projects were also taken intoconsideration for determining increase in the salary. f. Comparison of theremuneration of the key managerial personnel against the performance of the Company

Amt. in Lacs
Average remuneration of key managerial personnel (KMP) in FY-2015-16 7.52 Lacs
Performance of the Company Loss of Rs 366.74 Lacs

g. Variation in the market capitalization of the Company price earnings ratio as atthe closing date of current financial year and previous financial year.

Amt. Rs in Lacs

Particulars March 31 2016 March 31 2015 % Change
Market Capitalization 16323.70 18534.96 -11.93%
Price Earnings Ratio - - -

[Note: In view of negative EPS Price to Earning Ratio for FY 2015 and 2016 is shownNil.] h. Percentage increase over decrease in the market quotation of the shares of theCompany in comparison to the rate at which the Company come out with the last publicoffer. N.A. i. Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration: The Average percentile increase made in salaries of employees is-2.24% while that of KMP is 10.57% There was discontinuation of some highly paid employeesmaking average percentile of the salaries negative.

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.

j. 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:

KMP Other than KMP
Remuneration in FY 16 1504800 37599910
Revenue 931313991 931313991
Remuneration as % of revenue 0.16% 4.04%
Profit before Tax (PBT) (40843442) (40843442)
Remuneration (as % of PBT) (3.68) (92.06)

k. The key parameters for any variable component of remuneration availed by thedirectors: NA l. The ratio of the remuneration of the highest paid director to thatof the employees who are not directors but receive remuneration in excess of the highestpaid director during the year: As none of the Director drawing any remuneration detailsare not provided herein m. Affirmation that the remuneration is as per theremuneration 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 (Appointment andremuneration of Managerial Personnel) Rules 2014.

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.

INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained co-ordial and harmonious duringthe year and management received full cooperation from employees.

CAUTIONARY STATEMENT:-

Statements in the Boards’ Report and the Management Discussion and Analysisdescribing the Company’s objectives explanations and predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement. Important factors that couldinfluence the company’s operations include: global and domestic demand and supplyconditions affecting selling prices new capacity additions availability of criticalmaterials and their cost changes in government policies and tax laws economicdevelopment of the country and other factors which are material to the businessoperations of the Company.

ACKNOWLEDGEMENT:

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
Place : Ahmedabad Anil T. Patel
Dated : 12th August 2016 Chairman
DIN:00096307

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 `)

Sl. No. Particulars Details
1. Name of the subsidiary Apollo Earthmovers Ltd Apollo Maschinenbau Apollo fBC Crushing
GmbH Equipments Ltd
2. Reporting period for the subsidiary concerned if different from the holding company’s reporting period 2015-2016 2015-2016 2015-2016
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreignsubsidiaries INR EURO INR
[1 Euro= Rs.75.43 as on 31.03.2016]
4. Share capital 36000000 112643250 500000
5. Reserves & surplus 2075354351 (120218656) (136140)
6. Total assets 2126608458 60743602 6635487
7. Total Liabilities 15254107 68319008 6271627
8. Investments 1580068168 - -
9. Turnover 4448304 32505431 -
10. Profit before taxation 235250133 (27335257) (51699)
11. Provision for taxation (3081529) - -
12. Profit after taxation 238331662 (27335257) (51699)
13. Proposed Dividend Nil Nil Nil
14. % of shareholding N.A. N.A. N.A.

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). Apollo Agro Industries Limited
Latest audited Balance Sheet Date 31.03.2016 31.03.2016
Shares of Associate/Joint Ventures held by the
company on the year end
No. 6310216 1400000
Amount of Investment in Associates/Joint Venture 304339665 14000000
Extend of Holding% 29.96% 11.13%
Description of how there is significant influence Holding more than 20% of total share capital. Holding more than 20% of total share capital in consolidated.
Reason why the associate/joint venture is not consolidated NA NA
Net worth attributable to shareholding as per latest audited Balance Sheet Rs 583507567 Rs 167268888
Profit/Loss for the year
i. Considered in Consolidation Rs 20489662 Rs 313091
ii. Not Considered in Consolidation NA 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

By order of the Board of Directors
Place : Ahmedabad Neha Chikani Shah
Dated : 12th August 2016 Company Secretary
Membership No. A25420

ANNEXURE "B" TO DIRECTORS’ REPORT A. PARTICULARS WITH RESPECT TOCONSERVATION OF 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 is taken to utilize alternate sources of energy.

c. The Capital investment on energy conservation equipments

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 of hydrostatic paver finisher.

b) Benefits derived : better product and indirect saving in foreign exchange

c) Particulars of technology imported during the past 5 years:

(I) Technology Imported :

(i) Technology relating to the manufacture of Crushers Feeders Screens Conveyersetc.

(ii) Year of Import: 2006

(iii)Has the technology been absorbed:

Technology has been partially absorbed.

(iv)If not fully absorbed areas where this has not taken place reasons thereof andfuture plans of actions.

Technology for the other models is under development and absorption.

(II) Technology Imported:

(i) Vibratory Compactor

(ii) Year of Import: 2007

(iii) Has the technology been absorbed: Technology has been partially absorbed.

(iv) If not fully absorbed areas where this has not taken place reasons thereof andfuture plans of actions.

(vi) along with the product line as a part of Joint Venture Agreement entered into byCompany in the previous year.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

The required information is contained in the Notes to the Accounts Note No. 26 to 28.

ANNEXURE "C" TO DIRECTORS’ REPORT

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I REGISTRATION & OTHER DETAILS:

i CIN L45202GJ1986PLC009042
ii Registration Date 7-Oct-86
iii Name of the Company GUJARAT APOLLO INDUSTRIES LIMITED
iv Category of the Company Public Limited Company
v Address of the Registered office &contact details
Address : Block No. 486 487 488 Mouje Dholasan
Taluka & District Mehsana
Town / City : Mehsana
State : Gujarat - 382732
Country Name : India
Telephone (with STD Code) : 02762-666771/72
Fax Number : -
Email Address : info@apollo.co.in
Website if any: www.apollo.co.in
vi Whether listed company yes
vii Name and Address of Registrar & Transfer Agents ( RTA ):-
Name of RTA: Link Intime India Private Limited
Address : 303 3rd Floor Shopper’s Plaza - V
Opp. Municipal Market Off C. G. Road Navrangpura
Town / City : Ahmedabad
State : Gujarat
Pin Code: 380009
Telephone : 079 – 26465179
Fax Number : 079 - 26465179
Email Address : ahmedabad@linkintime.com

II. PRINCIPAL BUSINESS ACTIVITY OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product / service % to total turnover of the company
1 manufacture of machinery for mining quarrying and construction 2824 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -

No. of Companies for which information is being filled

S. No. NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY / ASSOCIATE % of shares held Applicable Section
1 Apollo Earthmovers Limited U29210GJ1980PLC004064 Subsidiary 100% 2(87)
2 Apollo FBC Crushing Equipments Limited U29100GJ2014PLC078597 Subsidiary 100% 2(87)
3 Apollo Maschinenbau GmbH Germany NA Subsidiary 100% 2(87)
4 Apollo Agro Industries Limited U01130GJ2001PLC039863 Associate 11.13% 2(6)
5 Credo Mineral Industries Limited U10300GJ1995PLC064782 Associate 29.96% 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i.Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year - 2015

No. of Shares held at the end of the year - 2016

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Shareholding of Promoter and Promoter Group
(1) Indian
a) Individual/ HUF 7307374 0 7307374 48.22 7457819 0 7457819 54.59 6.37
b) Central Govt/
State Govt(s) 0 0 0 0.00 0 0 0 0.00 0
c) Banks / FI 0 0 0 0.00 0 0 0 0.00 0
d) Any other (Specify) 0
Sub Total (A)(1) 7307374 0 7307374 48.22 7457819 0 7457819 54.59 6.37
(2) Foreign
a) Individuals
(Non-Resident
Individuals /
Foreign Individuals) 769918 0 769918 5.08 769918 0 769918 5.64 0.56
(b) Government 0 0 0 0.00 0 0 0 0.00 0
(c) Institutions 0 0 0 0.00 0 0 0 0.00 0
(d) Foreign Portfolio
Investor 0 0 0 0.00 0 0 0 0.00 0
(e) Any Other (Specify) 0
Sub Total (A)(2) 769918 0 769918 5.08 769918 0 769918 5.64 0.56
Total Shareholding of
Promoter and Promoter
Group(A)=(A)(1)+(A)(2) 8077292 0 8077292 53.3 8227737 0 8227737 60.23 6.93
B. Public Shareholding
1. Institutions 0.00 0.00
a) Mutual Funds/UTI

0

0

0

0.00

0

0

0

0.00

0

b) Venture Capital
Funds 0 0 0 0.00 0 0 0 0.00 0
c)
Alternate Investment Funds 0 0 0 0.00 0 0 0 0.00 0
d) Foreign Venture
Capital Investors 0 0 0 0.00 0 0 0 0.00 0
e) Foreign Portfolio
Investor 100000 0 100000 0.66 100200 0 100200 0.73 0.07
f) FI / Banks 9472 0 9472 0.06 3187 0 3187 0.02 -0.04
g) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0
h) Provident Funds/ Pension Funds 0 0 0 0.00 0 0 0 0.00 0
(i) Any Other (Specify) 0
Sub-total (B)(1):- 109472 0 109472 0.72 103387 0 103387 0.75 0.03
2. Central Govt/
State Govt(s)/
President of India 0
Sub Total (B)(2)

0

0

0

0.00

0

0

0

0.00

0

3. Non-Institutions

0

(a) Individuals 0
(i) Individual shareholders holding nominal share capital upto Rs 1 lakh. 2549488 325628 2875116 18.97 2087863 318903 2406766 17.62 -1.35
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 1817698 11250 1828948 12.07 1303687 11250 1314937 9.63 -2.44
(b) NBFCs registered with RBI 0 0 0 0.00 0 0 0 0.00 0
(c) Employee Trusts 0 0 0 0.00 0 0 0 0.00 0
(d) Overseas Depositories (holding DRs) (balancing figure) 0 0 0 0.00 0 0 0 0.00 0
(e) Any Other (Specify) 0
Trusts 4442 0 4442 0.03 0 0 0 0.00 -0.03
HUF 0 0 0 0.00 288818 0 288818 2.12 2.12
Non Resident
Indians (Non Repat) 139479 0 139479 0.92 138383 0 138383 1.01 0.09
Non Resident
Indians (Repat) 202135 0 202135 1.33 249105 0 249105 1.82 0.49
Clearing Member 31507 0 31507 0.21 13554 0 13554 0.1 -0.11
Bodies Corporate 1885961 975 1886936 12.45 916338 975 917313 6.72 -5.73
Sub Total (B)(3) 6630710 337853 6968563 45.98 4997748 331128 5328876 39.02 -6.96
Total Public Shareholding(B)= (B)(1)+(B)(2)+(B)(3) 6740182 337853 7078035 46.7 5101135 331128 5432263 39.77 -6.93
Total (A)+(B)

14817474

337853

15155327

100

13328872

331128

13660000

100

0

(C) Non Promoter - Non Public 0
[1] Custodian/DR Holder 0 0 0 0 0 0 0 0.00 0
[2] Employee Benefit
Trust (under SEBI (Share based Employee Benefit) Regulations 2014) 0 0 0 0.00 0 0 0 0.00 0
Total (A)+(B)+(C) 14817474 337853 15155327 100 13328872 331128 13660000 100

ii Shareholding of Promoters

SN Shareholder’s Name Shareholding at the beginning of the year-2015 Shareholding at the end of the year-2016
No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share holding during the year
1 Asit Anilkumar Patel HUF 2250528 14.85 0 2250528 16.48 0 1.63
2 Anand A Patel

1409000

9.30

0

1409000

10.31

0

1.02

3 Anilkumar Tribhovandas Patel

684125

4.51

0

684125

5.01

0

0.49

4 Somabhai H. Patel

538002

3.55

0

538002

3.94

0

0.39

5 Manankumar Manilal Patel

444933

2.94

0

444933

3.26

0

0.32

6 Maulikkumar Manilal Patel

421705

2.78

0

421705

3.09

0

0.30

7 Maganbhai Harjivandas Patel

231916

1.53

0

231916

1.70

0

0.17

8 Patel Ajitkumar T HUF

225000

1.48

0

0

0.00

0

-1.48

9 Manibhai V Patel

202639

1.34

0

202639

1.48

0

0.15

1 0 Manjula R. Patel

200000

1.32

0

200000

1.46

0

0.14

1 1 Ajitkumar T Patel 194761 1.29 0 0 0.00 0 -1.29
1 2 Rashmikant H Patel HUF . 170000 1.12 0 170000 1.24 0 0.12
1 3 Parth R Patel 169900 1.12 0 169900 1.24 0 0.12
1 4 Shardaben A Patel 156776 1.03 0 156776 1.15 0 0.11
1 5 Dhruv A Patel 145667 0.96 0 145667 1.07 0 0.11
1 6 Roy A Patel

105000

0.69

0

105000

0.77

0

0.08

1 7 Anu A Patel

94525

0.62

0

94525

0.69

0

0.07

1 8 Arjun A Patel

94078

0.62

0

94078

0.69

0

0.07

1 9 Janardan J Raval 69000 0.46 0 89700 0.66 0 0.20
2 0 Pravin P Patel 62500 0.41 0 62500 0.46 0 0.05
2 1 Aryan Anand Patel

35200

0.23

0

35200

0.26

0

0.03

2 2 Amit J Raval 31500 0.21 0 31500 0.23 0 0.02
2 3 Nayna Asit Patel

27100

0.18

0

27100

0.20

0

0.02

2 4 Maniben Manilal Patel

25650

0.17

0

25650

0.19

0

0.02

2 5 Kailashben Manibhai Patel

24525

0.16

0

24525

0.18

0

0.02

2 6 Sudhaben Janardan Raval

20700

0.14

0

0

0.00

0

-0.14

2 7 Arvindbhai T Patel (HUF)

14657

0.10

0

165102

1.21

0

1.11

2 8 Parul Pravinbhai Patel 11050 0.07 0 11050 0.08 0 0.01
2 9 Patel Pravin P 6255 0.04 0 6255 0.05 0 0.00
3 0 Asit Patel 5000 0.03 0 5000 0.04 0 0.00
3 1 Sonali Anand Patel 4900 0.03 0 4900 0.04 0 0.00
3 2 Arnav Anand Patel 600 0.00 0 600 0.00 0 0.00
3 3 Rashamikant H Patel 100 0.00 0 100 0.00 0 0.00
3 4 Anilkumar T Patel HUF 0 0.00 0 419761 3.07 0 3.07
Total 8077292 53.30 ‘0.0000 8227737 60.23 0 6.93

(iii) Change in Promoters Shareholding

Shareholding at the beginning of the year - 2015 Transactions during the year Cumulative Shareholding at the end of the year - 2016
Sr No. Name & Type of Transaction NO.OF SHARES HELD % OF TOTAL SHARES OF THE COMPANY DATE OF TRANSACTION NO. OF SHARES NO OF SHARES HELD % OF TOTAL SHARES OF THE COMPANY
1 ASIT ANILKUMAR PATEL HUF 2250528 16.4753 2250528 16.4753
AT THE END OF THE YEAR 2250528 16.4753
2 ANAND A PATEL 1409000 10.3148 1409000 10.3148
AT THE END OF THE YEAR

1409000

10.3148

3 ANILKUMAR T PATEL 684125 5.0082 684125 5.0082
AT THE END OF THE YEAR 684125 5.0082
4 SOMABHAI H PATEL 538002 3.9385 538002 3.9385
Transfer 18 Dec 2015 (25827) 512175 3.7495
Transfer 31 Dec 2015 25827 538002 3.9385
AT THE END OF THE YEAR 538002 3.9385
5 MANANKUMAR MANILAL PATEL 444933 3.2572 444933 3.2572
Transfer 18 Dec 2015 (204933) 240000 1.7570
Transfer 31 Dec 2015 204933 444933 3.2572
AT THE END OF THE YEAR 444933 3.2572
6 MAULIKKUMAR MANILAL PATEL 421705 3.0872 421705 3.0872
AT THE END OF THE YEAR

421705

3.0872

7 ANILKUMAR T PATEL HUF 0 0.0000 0 0.0000
Transfer 09 Apr 2015 194761 194761 1.4258
Transfer 24 Apr 2015 225000 419761 3.0729
AT THE END OF THE YEAR 419761 3.0729
8 MAGANBHAI H PATEL 231916 1.6978 231916 1.6978
AT THE END OF THE YEAR

231916

1.6978

9 MANIBHAI V PATEL 202639 1.4834 202639 1.4834
AT THE END OF THE YEAR 202639 1.4834
1 0 MANJULA R PATEL . 200000 1.4641 200000 1.4641
AT THE END OF THE YEAR 200000 1.4641
1 1 RASHMIKANT H PATEL HUF . 170000 1.2445 170000 1.2445
AT THE END OF THE YEAR 170000 1.2445
1 2 PARTH RASHMIKANT PATEL 169900 1.2438 169900 1.2438
AT THE END OF THE YEAR

169900

1.2438

1 3 ARVINDBHAI T PATEL HUF 162719 1.1912 162719 1.1912
Transfer 28 Aug 2015 2056 164775 1.2063
Transfer 16 Oct 2015 327 165102 1.2087
AT THE END OF THE YEAR 165102 1.2087
1 4 SHARDABEN ANILKUMAR PATEL 156776 1.1477 156776 1.1477
AT THE END OF THE YEAR

156776

1.1477

1 5 DHRUV ASHOKBHAI PATEL 145667 1.0664 145667 1.0664
AT THE END OF THE YEAR 145667 1.0664
1 6 ROY ASIT PATEL 105000 0.7687 105000 0.7687
AT THE END OF THE YEAR

105000

0.7687

1 7 ANU ASIT PATEL 94525 0.6920 94525 0.6920
AT THE END OF THE YEAR 94525 0.6920
1 8 ARJUN ASIT PATEL 94078 0.6887 94078 0.6887
AT THE END OF THE YEAR

94078

0.6887

1 9 JANARDANBHAI J RAVAL 69000 0.5051 69000 0.5051
Transfer 28 Oct 2015 20700 89700 0.6567
AT THE END OF THE YEAR 89700 0.6567
2 0 PRAVINKUMAR P PATEL 62500 0.4575 62500 0.4575
AT THE END OF THE YEAR 62500 0.4575
2 1 ARYAN ANAND PATEL 35200 0.2577 35200 0.2577
AT THE END OF THE YEAR

35200

0.2577

2 2 AMIT J RAVAL 31500 0.2306 31500 0.2306
AT THE END OF THE YEAR 31500 0.2306
2 3 NAYNA ASIT PATEL 27100 0.1984 27100 0.1984
AT THE END OF THE YEAR 27100 0.1984
2 4 MANIBEN MANILAL PATEL 25650 0.1878 25650 0.1878
AT THE END OF THE YEAR 25650 0.1878
2 5 KAILASHBEN MANIBHAI PATEL 24525 0.1795 24525 0.1795
AT THE END OF THE YEAR

24525

0.1795

2 6 PARUL PRAVINBHAI PATEL 11050 0.0809 11050 0.0809
AT THE END OF THE YEAR 11050 0.0809
2 7 PATEL PRAVIN P 6255 0.0458 6255 0.0458
AT THE END OF THE YEAR 6255 0.0458
2 8 ASIT PATEL 5000 0.0366 5000 0.0366
AT THE END OF THE YEAR 5000 0.0366
2 9 SONALI ANAND PATEL 4900 0.0359 4900 0.0359
AT THE END OF THE YEAR 4900 0.0359
3 0 ARNAV ANAND PATEL 600 0.0044 600 0.0044
AT THE END OF THE YEAR 600 0.0044
3 1 RASHAMIKANT H PATEL 100 0.0007 100 0.0007
AT THE END OF THE YEAR

100

0.0007

3 2 PATEL AJITKUMAR T HUF . 225000 1.6471 225000 1.6471
Transfer 24 Apr 2015 (225000) 0 0.0000
AT THE END OF THE YEAR

0

0.0000

3 3 AJITKUMAR T PATEL . 194761 1.4258 194761 1.4258
Transfer 09 Apr 2015 (194761) 0 0.0000
AT THE END OF THE YEAR

0

0.0000

3 4 SUDHABEN JANARDAN RAVAL 20700 0.1515 20700 0.1515
Transfer 28 Oct 2015 (20700) 0 0.0000
AT THE END OF THE YEAR 0 0.0000

Notes:

1. Paid up Share Capital of the Company (Face Value Rs 10.00) at the end of the year is13660000 Shares.

2. The details of holding has been clubbed based on PAN.

3. % of total Shares of the Company is based on the paid up Capital of the Company atthe end of the Year.

(iv) Shareholding Pattern of Top Ten Shareholders

Shareholding at the beginning of the year - 2015 Transactions during the year Cumulative Shareholding at the end of the year - 2016
Sr No. Name & Type of Transaction NO.OF SHARES HELD % OF TOTAL SHARES OF THE COMPANY DATE OF TRANSACTION NO. OF SHARES NO OF SHARES HELD % OF TOTAL SHARES OF THE COMPANY
1 APOLLO TECHNO EQUIPMENTS
LTD. 534000 3.9092 534000 3.9092
Transfer 31 Dec 2015 (59000) 475000 3.4773
Transfer 22 Jan 2016 (30865) 444135 3.2514
Transfer 29 Jan 2016 (44135) 400000 2.9283
AT THE END OF THE YEAR 400000 2.9283
2 SUNIL POONAMCHAND SARAF 0 0.0000 0 0.0000
Transfer 01 May 2015 300000 300000 2.1962
Transfer 08 May 2015 10000 310000 2.2694
AT THE END OF THE YEAR

310000

2.2694

3 KIRITKUMAR NATVARLAL RAVAL 170500 1.2482 170500 1.2482
Transfer 17 Apr 2015 (500) 170000 1.2445
Transfer 12 Jun 2015 7644 177644 1.3005
Transfer 26 Jun 2015 16589 194233 1.4219
Transfer 30 Jun 2015 129 194362 1.4229
Transfer 10 Jul 2015 5860 200222 1.4658
Transfer 25 Sep 2015 3000 203222 1.4877
Transfer 06 Nov 2015 (27) 203195 1.4875
Transfer 20 Nov 2015 (296) 202899 1.4854
Transfer 25 Dec 2015 (49) 202850 1.4850
Transfer 31 Dec 2015 150 203000 1.4861
Transfer 22 Jan 2016 (100) 202900 1.4854
Transfer 05 Feb 2016 (266) 202634 1.4834
AT THE END OF THE YEAR 202634 1.4834
4 KAMDHENU INTERTRADE
PRIVATE LIMITED 238000 1.7423 238000 1.7423
Transfer 17 Apr 2015 (500) 237500 1.7387
Transfer 03 Jul 2015 500 238000 1.7423
Transfer 17 Jul 2015 (500) 237500 1.7387
Transfer 31 Jul 2015 500 238000 1.7423
Transfer 05 Feb 2016 (68000) 170000 1.2445
AT THE END OF THE YEAR

170000

1.2445

5 UGRABHAI V PATEL 108783 0.7964 108783 0.7964
AT THE END OF THE YEAR 108783 0.7964
6 POLUS GLOBAL FUND 100000 0.7321 100000 0.7321
AT THE END OF THE YEAR 100000 0.7321
7 PATEL MITHABHAI K 87620 0.6414 87620 0.6414
Transfer 18 Sep 2015 1166 88786 0.6500
Transfer 09 Oct 2015 762 89548 0.6555
AT THE END OF THE YEAR 89548 0.6555
8 PATEL SANJAYKUMAR
BABULAL HUF 67500 0.4941 67500 0.4941
Transfer 17 Apr 2015 (3000) 64500 0.4722
AT THE END OF THE YEAR 64500 0.4722
9 SUNRISE STOCK BROKING
PVT LTD 432184 3.1639 432184 3.1639
Transfer 01 May 2015 (300000) 132184 0.9677
Transfer 08 May 2015 (30254) 101930 0.7462
Transfer 12 Jun 2015 25906 127836 0.9358
Transfer 19 Jun 2015 19281 147117 1.0770
Transfer 03 Jul 2015 22565 169682 1.2422
Transfer 28 Aug 2015 42339 212021 1.5521
Transfer 04 Sep 2015 500 212521 1.5558
Transfer 18 Sep 2015 5793 218314 1.5982
Transfer 25 Sep 2015 115 218429 1.5990
Transfer 09 Oct 2015 6200 224629 1.6444
Transfer 16 Oct 2015 5132 229761 1.6820
Transfer 23 Oct 2015 1555 231316 1.6934
Transfer 30 Oct 2015 291 231607 1.6955
Transfer 27 Nov 2015 115000 346607 2.5374
Transfer 11 Dec 2015 (27765) 318842 2.3341
Transfer 18 Dec 2015 (203842) 115000 0.8419
Transfer 31 Dec 2015 (69977) 45023 0.3296
Transfer 01 Jan 2016 (22500) 22523 0.1649
Transfer 15 Jan 2016 196327 218850 1.6021
Transfer 22 Jan 2016 (52418) 166432 1.2184
Transfer 29 Jan 2016 3000 169432 1.2404
Transfer 19 Feb 2016 180000 349432 2.5581
Transfer 26 Feb 2016 (310000) 39432 0.2887
AT THE END OF THE YEAR 39432 0.2887
1 0 OMKARESHWAR MINES AND
MINERALS PVT LTD 263500 1.9290 263500 1.9290
Transfer 17 Apr 2015 (500) 263000 1.9253
Transfer 03 Jul 2015 500 263500 1.9290
Transfer 24 Jul 2015 500 264000 1.9327
Transfer 22 Jan 2016 (51516) 212484 1.5555
Transfer 29 Jan 2016 (43160) 169324 1.2396
Transfer 05 Feb 2016 (159324) 10000 0.0732
AT THE END OF THE YEAR 10000 0.0732
1 1 PAWAN KUMAR MORE 151072 1.1059 151072 1.1059
Transfer 08 Jan 2016 (25000) 126072 0.9229
Transfer 12 Feb 2016 (126072) 0 0.0000
AT THE END OF THE YEAR 0 0.0000

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 1108463530 - - 1108463530
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 1108463530 - - 1108463530
Change in Indebtedness during the financial year
* Addition 64042598 - - 64042598
* Reduction 40000000 - - 40000000
Net Change 24042598 - - 24042598
Indebtedness at the end of the financial year
i) Principal Amount 1132506128 - - 1132506128
ii) Interest due but not paid 449753 - - 449753
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 1132955881 - - 1132955881

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sl. no. Particulars of Remuneration Name of MD/WTD/ Manager
Mr. Asit Patel Total Amount
1 Gross salary 0
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961
2 Stock Option 0
3 Sweat Equity 0
4 Commission
- as % of profit N.A. 0
- others specify 0
5 Others please specify 0
Total (A) 0
Ceiling as per the Act 0

B. Remuneration to other directors:

Name of Directors
Sl. no. Particulars of Remuneration

U V

N V

Anilkumar Manilal Kapilaben Nayna Naman Total
Patel Shah Patel Patel Patel Patel Patel Amount
1 Independent Directors
Fee for attending board committee meetings 20000 20000 0 0 5000 0 15000 60000
Commission 0 0 0 0 0 0 0 0
Others please specify 0 0 0 0 0 0 0 0
Total (1) 20000 20000 0 0 5000 0 15000 60000
2 Other Non-Executive Directors
Fee for attending board committee meetings 0 0 10000 10000 0 7500 0 27500
Commission 0 0 0 0 0 0 0 0
Others please specify 0 0 0 0 0 0 0 0
Total (2) 0 0 10000 10000 0 7500 0 27500
Total (B)=(1+2) 20000 20000 10000 10000 5000 7500 15000 87500
Total Managerial
Remuneration 20000 20000 10000 10000 5000 7500 15000 87500
Overall Ceiling as per the Act 6000000

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Key Managerial Personnel
Sl. no. Particulars of Remuneration CEO Company Secretary CFO Total
1 Gross salary 0 674400 830400 1504800
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 0 674400 830400 1504800
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 0 0 0 0
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 0 0 0 0
2 Stock Option 0 0 0 0
3 Sweat Equity 0 0 0 0
4 Commission
- as % of profit 0 0 0 0
- others specify… 0 0 0 0
5 Others please specify 0 0 0 0
Total 0 674400 830400 1504800

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty - - - - - -
Punishment - - - - - -
Compounding - - - - - -
B. DIRECTORS
Penalty - - - - - -
Punishment - - - - - -
Compounding - - - - - -
C. OTHER OFFICERS
IN DEFAULT
Penalty - - - - - -
Punishment - - - - - -
Compounding - - - - - -

Note:

There were no penalties/punishments/compounding of offenses for the year ended 31stMarch 2016

ANNEXURE "D" TO DIRECTORS’ REPORT

ANNUAL REPORT ON CSR ACTIVITIES

1. 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 The CSR policy of the Company is available on the Company’swebsite www.apollo.co.in. The focus areas for CSR activities will be Education Healthcareand such other activities as CSR Committee or Board may consider to be appropriate.

2. The Composition of the CSR Committee :

The CSR Committee of the Company comprises of following directors.

(1) Mr. Ugrabhai V. Patel - Chairman
(2) Mr. Navinchandra V. Shah - Member
(3) Mr. Anand A. Patel - Member

3. Average net profit of the company for last three financial years

Average net profit of the Company for last three financial years is Rs 432378170/-.

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) CSRexpenditure is Rs 8647563/- (2% of Rs 432378170/-)

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year : Rs 8647563/-
(b) Amount unspent if any; : Rs 5347563/-

(c) Manner in which the amount spent during the financial year is detailed below

Sr. No. CSR project/ activity identified Sector in which the Project is covered Projects/ Programmes Amount Amount spent on the Cumulative Amount
1.Local area/other outlay (budget) project/ programs wise project/ programs Expenditure upto to the reporting period. agency spent: Direct or through implemen- ting
2.Specify the state and district where project or programs was undertaken Subheads:
1.Direct expenditure on project or programs
2.Overheads Cumulative Expenditure upto to the reporting period.
1 Skill Enhancement Education 1. Kherwa Rs 130 Rs 33 Lakhs Rs 33 Lakhs All
Programme for Youth: 2. Ganpat Vidyanagar Lakhs Expenditure incurred directly by Company
It is Government- Mehsana-Gozaria
Industry-Institution Partnership model set up in the Road Construction Equipments Skill Training to fulfill the mission of skilling India Highway Kherva Gujarat

Give details of implementing agency : Not applicable

6. In case the company has failed to spend the two percent of the average net profit ofthe last three financial years or any part thereof the company shall provide the reasonsfor not spending the amount : In accordance with the provisions of Section 135 and Rulesthere under of the Companies act 2013 the Company has constituted ‘Corporate SocialResponsibility’ (CSR) Committee. The committee has initiated search to find theeligible projects during the year and identified the skill enhancement programs by GanpatUniversity. Company has entered into an agreement with Ganpat University for contributingtowards their programs for Skill Enhancement for Youth. The identified area is skilldevelopment related to operating and maintaining construction equipment. The Universityhas established an institute for skill enhancement.

Gujarat Apollo Institute for Skill Enhancement (G A I S E) Jointly Promoted byIndustries Commissionerate Govt. of Gujarat Gujarat Apollo Industries Ltd and GanpatUniversity.

The proposed programs are approved by The Centre of Entrepreneurship Development (AGovernment of Gujarat Organization) in their meeting held in December 2014. The overallsupport by the Company is likely to be Rs. 130 lacs over the period of time. This amountis to be spent as per ongoing needs of the institute and as approved by InstituteManagement Committee. Because of some pending government approvals in spite of thewillingness of the management to contribute during the year there was no spending of theentire required amount. However the program has been started in the current year andaccordingly Company has incurred CSR expenditure.

7. A responsibility statement of the CSR Committee that the implementation andmonitoring of CSR policy is in compliance with CSR objectives and Policy of the CompanyThe CSR Committee confirms that CSR Committee is responsible for monitoring process of theCSR activities and the implementation and monitoring of CSR Policy is in compliance withCSR objectives and Policy of the Company.

Asit Patel Ugrabhai V. Patel
MANAGING DIRECTOR CHAIRMAN CSR COMMITTEE
DIN- 00093332 DIN: 00036002

ANNEXURE "E" TO DIRECTORS’ REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and

Remuneration Personnel) Rules 2014]

To

The Members

Gujarat Apollo Industries Limited

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Gujarat Apollo IndustriesLimited (herein after referred to as "Company"). Secretarial Audit was conductedin a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of the Gujarat Apollo Industries Limited books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the companyhas during the audit period covering the financial year ended on 31st March 2016generally complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter: We have examined the books papersminute books forms and returns filed and other records maintained by Gujarat ApolloIndustries Limited ("the Company") for the financial year ended on 31st March2016 verified the provisions of the following acts and regulations and also theirapplicability as far as the Company is concerned during the period under audit:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Share Based Employee Benefit)Regulations 2015;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrar to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with clients;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(vi) There are no laws which are specifically applicable to the Company. We have alsoexamined compliance with applicable clauses of the following

1. Secretarial Standards issued by the Institute of Company Secretaries of India.

2. The listing agreement/provisions SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above wherever applicable tothe Company. However in few cases we have observed delay in filing of forms andresolutions with Registrar of Companies Gujarat.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting. All decisions at Board Meetings and Committee Meetings werecarried out unanimously. As per records available in the said minutes there were nodissenting views expressed by any directors during the meetings.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the company there are no specificevents / actions having a major bearing on the company’s affairs in pursuance of theabove referred laws rules regulations guidelines standards etc. referred to above.

Place : Ahmedabad Ashish Shah
Date : 30/05/2016 Company Secretary in practice
FCS No. 5974
C P No.: 4178

This report is to be read with our letter of even date which is annexed as Annexure-Aand forms an integral part of this report.

Annexure-A

To

The Members

Gujarat Apollo Industries Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Ashish Shah & Associates
Place : Ahmedabad Ashish Shah
Date : 30/05/2016 Company Secretary in practice
FCS No. 5974
C P No.: 4178

ANNEXURE "F" TO DIRECTORS’ REPORT

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm’s length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis

(a) Name of the related party and nature of relationship Ammann Apollo India Private Limited
Ammann Apollo India Private Limited (at the time of entering into a contract Company was a Public Limited Company) is Private Limited Company and of which Mr. Anilkumar T. Patel and Mr. Asit A. Patel are directors.
Apollo Earthmovers Limited Wholly Owned subsidiary of GAIL also holds 30% stake in Ammann. In November 2015 Company re-entered into an agreement with Ammann Apollo India Private Limited (Formerly known as Apollo Construction Equipments Limited) for supply of certain goods for a period of further 2 years.
Pursuant to said supply agreement during the financial year there was some related party transactions occurred.
(b) Nature of contracts/arrangements/ transactions Supply Agreement
(c) Duration of the contracts / arrangements/ transactions 2 (Two) years till March 2018
(d) Salient terms of the contracts or arrangements or transactions including the value if any Supply of Assemblies sub-assemblies components & Spare parts for various equipment not exceeding Rs. 100 crores p.a.
(e) Justification for entering into such contracts or arrangements or transactions This agreement was part of Business Transfer Agreement dated 10.04.2013
(f) date(s) of approval by the Board 11.02.2016
(g) Amount paid as advances if any NIL
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 N.A.

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis: NIL

(a) Name(s) of the related party and nature of relationship: N.A.

(b) Nature of contracts/arrangements/transactions: N.A.

(c) Duration of the contracts / arrangements/transactions: N.A.

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: N.A.

(e) Date(s) of approval by the Board if any: N.A.

(f) Amount paid as advances if any: N.A.