You are here » Home » Companies » Company Overview » APL Apollo Tubes Ltd

APL Apollo Tubes Ltd.

BSE: 533758 Sector: Metals & Mining
NSE: APLAPOLLO ISIN Code: INE702C01019
BSE 00:00 | 13 Nov 1500.65 76.90
(5.40%)
OPEN

1433.90

HIGH

1543.95

LOW

1418.30

NSE 00:00 | 13 Nov 1498.85 75.15
(5.28%)
OPEN

1430.00

HIGH

1545.00

LOW

1415.20

OPEN 1433.90
PREVIOUS CLOSE 1423.75
VOLUME 1360
52-Week high 1682.65
52-Week low 1009.05
P/E 37.35
Mkt Cap.(Rs cr) 3,639
Buy Price 1497.00
Buy Qty 29.00
Sell Price 1515.00
Sell Qty 46.00
OPEN 1433.90
CLOSE 1423.75
VOLUME 1360
52-Week high 1682.65
52-Week low 1009.05
P/E 37.35
Mkt Cap.(Rs cr) 3,639
Buy Price 1497.00
Buy Qty 29.00
Sell Price 1515.00
Sell Qty 46.00

APL Apollo Tubes Ltd. (APLAPOLLO) - Director Report

Company director report

Dear Shareholders

of APL Apollo Tubes Limited

Your Directors have pleasure in presenting the thirty Fourth (34th) Annual Report onthe business and operations of your company together with the Standalone and ConsolidatedAudited Financial Statements for the financial year ended March 31 2019.

FINANCIAL PERFORMANCE

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

(C in crore)

Consolidated Standalone
Particulars
FY 2018-19 FY 2017-18 FY 2018-19 FY 2017-18
Gross sales 7152.32 5472.38 5868.48 4431.17
Add : Other income 11.71 8.01 42.48 35.45
Total revenue 7164.04 5480.39 5910.96 4466.62
Profit before Depreciation Finance Costs and Tax Expense 404.56 379.05 329.83 270.37
Less : Depreciation and amortisation 64.26 53.41 53.13 43.98
Less : Finance cost 113.35 81.30 101.35 70.44
Profit before tax (PBT) 226.95 244.34 175.35 155.95
Less : Tax expense 78.70 86.21 48.96 43.26
Profit after tax for the year (PAT) (1) 148.25 158.13 126.39 112.69
Other Comprehensive Income (2) 8.74 0.61 (0.13) 0.61
Total Comprehensive Income for the year (1+2) 156.99 158.74 126.26 113.30
Add : Balance in profit and loss account 524.09 418.34 595.18 529.06
Less: Final dividend 33.22 28.31 33.22 28.31
Less: Tax on final dividend 6.76 5.93 0.04 0.12
Less: Transfer to debenture redemption reserve 30.00 18.75 30.00 18.75
Balance carried forward 611.10 524.09 658.18 595.18

The Company's consolidated gross turnover in financial year 2018-19 increasedsignificantly by 31% from `5472 crore to `7152 crore. the EBITDA has been increased by 7%from `379 crore to `405 crore for the year under review.

DIVIDEND

The Board of Directors of your company is pleased to recommend a dividend of`14 perequity share of the face value of `10 each (@140%) payable to those Shareholders whosenames appear in the Register of Members as on the Book Closure / Record Date subject toapproval from the shareholders at the ensuing AGM in order to reward its shareholders.the total dividend pay-out works out to 27% of the net profit for the standalone results.

The Dividend is based upon the parameters mentioned in the Dividend Distribution policyapproved by the Board of Directors of the Company which is in line with the Regulation 43Aof the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (asamended). During the year there have been no changes to the policy. Hence the same isnot annexed to this report but is available on our website athttps://www.aplapollo.com/policies/

TRANSFER TO RESERVES

Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.

OVERVIEW

Financial year 2018-19 was a year of recovery for the Indian economy as disruptionsrelated to demonetisation and Goods and Services Tax (GST) smoothened and the countryslightly recovered from the cyclical and structural bottlenecks witnessed over the pasttwo years. the International Monetary Fund which has lowered the global growth estimateshas retained its India growth forecast for current year at 7.3%. With the indicators ofindustrial production investment demand and exports showing recovery India's growthoutlook remains promising and is expected to strengthen further in the coming years.According to CRISIL the Indian economy is estimated to grow at 7.2% in FY19.

In India the ERW Steel tubes market is at `30000 crore is expected to grow at~10-12% CAGR every year. The steel demand is also expected to grow at ~6-8% through FY21of which steel pipe will form ~10-12% of the total steel demand thereby providing a hugeopportunity for steel pipe consumption in the years to come. APL Apollo today is thelargest producer of ERW steel pipes in India catering to segments ranging from buildingmaterial construction infrastructure Agriculture energy Housing IrrigationEngineering etc. in Indian & overseas market. Out of this building material segmentsinfrastructure housing and construction segments are the main demand drivers. Across thedomestic and overseas markets there is a continuous stream of demand for steel pipeproducts that is being created due to increased infrastructure construction healthybuilding materials market strong uptick across agriculture refining and energyindustries. Further a strong Government impetus increasing purchasing power improvinglifestyle dynamics across the domestic market will further increase demand andconsumption for steel pipes. With enormous untapped potential across all major sectors andnew age applications APL Apollo's business model is well-positioned to capitalize on allthese emerging sectoral trends.

In FY19 the Company reported a healthy set of results despite a weak operatingenvironment. Revenues grew from `5472 crore in FY 2018 to `7152 crore in FY 2019 therebyregistering a growth of 34%. Volumes during the year saw a strong growth of 19% to1339174 MTPA. the Company further registered its highest-ever quarterly sales volume of418355 MTPA in Q4 FY19. the growth during the year was primarily driven by strong demandrecovery in the product segments of hollow section pipes particularly Direct FormingTechnology (DFT) pipes and Galvanized Tubes (GI) among others. the Company continues towitness a healthy volume performance across product categories and remains confident ofregistering strong sales momentum in FY20 as well.

On the operational front the Company through its wholly owned subsidiary Shri LakshmiMetal Udyog Limited (SLMUL) acquired stake in Apollo Tricoat in FY19. the acquisition wasmade to enable the company to expand its product portfolio in the high-margin coated pipesegment and to exploit synergies between the businesses of Shri Lakshmi Metal Udyog andApollo Tricoat. the acquisition has an attractive payback of less than 3-4 years. theTricoat products span three variants - SureCoat DuraCoat and SuperCoat and are madethrough the latest Galvant technology. These In-Line Galvanizing (IGL) pipes and Hybridpipes (PVC+GP) are eco-friendly and can be used as a substitute of PVC electrical ConduitPipes. the Company is confident that the Tricoat Pipes will help create and capture aniche market segment and will address a huge latent demand in the country in thelonger-term

Over the past few years the Company has enhanced its product portfolio making itattuned with the products in demand as well as creating demand in certain categories.Going forward the focus will be towards further strengthening the product portfolio byincreasing the share of innovative and high margin value added branded products such asDirect Forming Technology (DFT) pipes Tricoat pipes Galvanized pipes (GI)Pre-Galvanised pipes (GP) Hybrid Pipes Door Frames and Cold Rolled Steel.

Current production capacity stands at 2.1 million tonnes making the Company thelargest producer of ERW Steel Pipes and Sections in India. the Company remains focusedtowards further increasing this momentum and are confident of delivering targeted volumegrowth of over 20% by FY21.

OPERATIONS

the year witnesses significant steel price volatility during the year. In additiondemand of steel as well as steel pipes was subdued for a significant part of the year.Further there was significant uncertainty with regard to availability of steel due to thereference of some steel companies to NCLT. Company had taken requisite steps to mitigatethe adverse factors particularly during November 2018 to March 2019. the Companyaccomplished a volume growth of 19% in FY19. is is a healthy growth number given theCompany has delivered this performance despite external challenges such as thetransporters' strike floods in Kerala and slowdown in construction activities due tohealthy monsoon in the first half of FY19. In FY19 the Company saw significant inventoryloss owing to acute fall in steel prices. is consequently impacted the profitabilityduring the year. the Company has also undertaken several initiatives to be cost effectivein nature. the Company is working on bringing in backward integration of thinnermaterials which will help improve overall cost savings & operational efficiencies.the Company is already one of the lowest cost producers in the industry. Further withcontinuous focus towards launching new innovative products like Door and Window Frames andincreasing portfolio of the higher-margin value-added branded products the Company will beable to improve profitability.

On the exports side the Company currently caters to over 20 countries globally. Thereis a strong untapped potential across Export Markets especially across USA Europe andMiddle East. With the introduction of latest technologies (such as DFT) and newer productlaunches (such as Tricoat tubes narrow sections) the Company will be able to unlock vastpotential across markets. High quality customized and tailor-made shapes and sizes ofproducts achieved through DFT will also help cater to the extensive latent demand in theexport markets.

As on March 31 2019 domestically the Company enjoys a vast 3-tier distributionnetwork of over 790 dealers spread all across India with warehouses cum- branch officesin over 29 cities.

PROJECTS AND EXPANSION PLANS

Projects commissioned during financial year 2018-19 and new projects in the upcomingyears:

• To further enhance capacity the Company undertook certain de-bottleneckinginitiatives at the latest Direct Forming Technology (DFT) lines. is led to capacityenhancement of 1 lakh MTPA taking the DFT capacity to 6 lakh MTPA and the total capacityto 2.1 million MTPA

• DFT products are witnessing a successful run across business segmentsespecially OEMs and Exports markets

• Subsequent to year end the Company entered into an agreement with Taurus ValueSteel & Pipes Private Limited a subsidiary of Shankara Building Products LimitedBangalore to acquire its 200000 MTPA tube manufacturing unit based in South. the plantcomplements APL Apollo's existing operations in Bengaluru and Hosur and will furtherbolster the Company's manufacturing capacity to meet the growing demand for steel tubesand pipes in South East and South-Western markets. With improved production of thehigh-margin products of GI and GP pipes the Company expects to further enhance itsprofitability going forward

CONSOLIDATED FINANCIAL STATEMENTS

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.

INTERNAL FINANCIAL CONTROL

the Company has in place adequate internal financial controls within the meaning ofSection 134(5)(e) of the Companies Act 2013. For the year ended March 31 2019 the Boardis of the opinion that the Company has sound Internal Financial Controls commensurate withthe size and nature of its operations and operating effectively and no reportable materialweakness was observed in the system during the year.

Based on annual Internal Audit programme as approved by Audit Committee of the Boardregular internal audits are conducted covering all offices factories and key areas of thebusiness. 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.

ANNUAL RETURN

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 forms part of this report and is also available on the website of the Company at www.aplapollo.com

SUBSIDIARIES COMPANIES JOINT VENTURES AND ASSOCIATES

The Company had three wholly-owned subsidiaries as on March 31 2019 namely ShriLakshmi Metal Udyog Limited (SLMUL) Apollo Metalex Private Limited (AMPL) and Blue OceanProjects Private Limited.

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.

In accordance with the provisions of Section 136 of the Companies Act 2013 theaudited 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. www.aplapollo.com During theyear under review the board of directors in their meeting held on October 18 2018approved acquisition of majority stake of Apollo TriCoat Tubes Limited (AATL) by ShriLakshmi Metal Udyog Limited (‘SLMUL') a wholly owned subsidiary of the Company byway of entering into a Share Purchase agreement (SPA) for acquisition of 8030030 EquityShares and Options attached to 4300000 warrants. Pursuant to the Agreement SLMUL madean open offer which got completed on February 01 2019. SLMUL acquired (i) 1325000Equity Shares representing 5.16% of the paid-up share capital of AATL from open market and(ii) 1536209 Equity Shares representing 5.98% of the paid-up share capital of AATL astendered under open offer.

Subsequent to the year end in accordance with the SPA SLMUL has paid the balanceconsideration to complete the total acquisition of 50.56% shares in AATL.

FIXED DEPOSITS

Your Company has neither accepted nor renewed any public deposits within the meaning ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014.

SHARE CAPITAL

As on March 31 2019 the authorized capital of the Company stood at `45 crore dividedinto 45000000 equity shares of `10 each

During the financial year under review the Company has allotted 117076 equity sharesof `10 each at a price of `452.60 (including premium of `442.60) and allotted 3500 equityshares of `10 each at a price of `1028.80 (including premium of `1018.80) pursuant to APLApollo Employees Stock Option Scheme (ESOS-2015) to eligible employees of the Company andof its subsidiaries. Consequently the paid up equity share capital of the Companyincreased to `23.85 crore from `23.73 crore comprising of 23850381 equity shares of `10each.

Subsequent to year end the Company allotted of 400000 Equity shares and 500000fully convertible warrants on preferential basis to APL Infrastructure Private Limited anentity belonging to Promoter category at an issue price of `1800/- per share and `2000/-per warrant respectively. Pursuant to above allotment of Equity shares the paid upcapital of the Company stands increased to `24.25 from `23.85 comprising of 24250381equity shares of `10 each.

the Company has not issued shares with differential voting rights nor sweat equity orbonus shares.

BORROWINGS

(a) Issue of Debt Securities

During the year under review your Company had redeemed 750 Secured Redeemable ListedNon-Convertible Debentures (NCD) of `1000000/- each aggregating to `75 crore onattaining maturity.

On July 6 2018 the Company allotted 1950 rated listed secured and redeemablenon-convertible debentures of `1000000/- each for a total nominal value of`1950000000/- comprising of 1000 - Series 1 Debentures and 950 - Series 2 Debentureson private placement basis to identified investors. the debt-equity ratio remains withinlimit even after the said issue of NCD.

(b) Commercial Papers

Commercial papers ("CP") raised by the Company are short-term in natureranging between one to three months. As on March 31 2019 no CP was outstanding.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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.

ere was no change in Managing Director Chief Financial Officer and Company Secretarycollectively the Key Managerial Personnel during the year under review.

PARTICULARS OF REMUNERATION

Disclosure of ratio of the remuneration of each Executive Director to the medianremuneration of the employees of the Company and other requisite details pursuant toSection 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 toRule 5(2) & 5(3) of the above Rules form part of this report. However in terms ofprovisions of section 136 of the said Act the report and accounts are being sent to allthe members of the Company and others entitled thereto excluding the said particulars ofemployees. Any member interested in obtaining such particulars may write to the CompanySecretary at the registered office of the Company. the said information is available forinspection at the registered office of the Company during working hours.

AUDITORS AND AUDITORS' REPORT

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 August 28 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. However the provisionrelating to ratification of such appointment by Members at every Annual General Meetingstands deleted w.e.f. May 07 2018 by the Companies (Amendment) Act 2017 and accordinglythe said ratification is henceforth not required. the report of the Auditors on thestandalone and consolidated financial statements for the FY 2018-19 doesn't contain anyqualification reservation or adverse remark. the observations given therein read with therelevant notes are self-explanatory.

B. Cost Auditors

In terms of Section 148 of the Act the Company is required to get the audit of itscost records conducted by a Cost Accountant. In this connection the Board of Directors ofthe Company has on the recommendation of the Audit Committee approved the appointment ofM/s R.J. Goel & Co. Cost Accountants (FRN: 000026) as the cost auditors of theCompany for the year ending March 31 2020.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of theCompanies (Audit and Auditors) Rules 2014 the remuneration payable to the Cost Auditorsas recommended by the Audit Committee and approved by the Board has to be ratified by themembers of the Company. Accordingly appropriate resolution will form part of the Noticeconvening the AGM. We seek your approval for the proposed remuneration payable to the CostAuditors for the Financial Year ended March 31 2019. M/s R.J. Goel & Co. have vastexperience in the field of cost audit and have been conducting the audit of the costrecords of the Company for the past several years. the Cost Audit Report of the Companyfor the Financial Year ended March 31 2019 will be filed with MCA. the Company hasmaintained accounts and records as specified under sub-section (1) of 148 of the Act.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors appointed M/s Anjali Yadav

& Associates Company Secretaries in practice as Secretarial Auditor to carry outthe Secretarial Audit of the Company for the financial year 2018-19. the report given bythem for the said financial year in the prescribed format is annexed to this report as Annexure‘D'. the Secretarial Audit Report does not contain any qualification reservationor adverse remark.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31 2019 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 read with Regulation 23 of 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: https://www.aplapollo.com/policies/

Your Directors draw attention of the members to Note No. 37 to the Financial Statementwhich sets out related party disclosures.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

the Company under the APL Apollo Employee Stock Option Scheme- 2015 ("ESOS-2015)approved by the shareholders vide a postal ballot on July 27 2015 and December 22 2015grants share-based benefits to eligible employees of the Company and employees ofsubsidiaries with a view to attracting and retaining the best talent encouragingemployees to align individual performances with Company objectives and promotingincreased participation by them in the growth of the Company. the total number of equityshares to be allotted pursuant to the exercise of the stock incentives under the ESOS-2015to the employees of the Company and its subsidiaries shall not exceed 750000 equityshares. the following disclosures are being made under Rule 12 of the Companies (ShareCapital and Debentures) Rules 2014 and the said disclosure is also available on thewebsite of the Company at www.aplapollo.com

Particulars (During the financial year ended March 31 2019) APL Apollo ESOS-2015
1 Options granted Nil
2 Options vested; 161949
3 Options exercised 120576
4 Total number of shares arising as a result of exercise of option 120576
5 Options lapsed 53551
6 Exercise price The Exercise price of the shares will be the Market Price of the shares one day before the date of grant of options. Suitable discount will be provided on that price as deemed fit by the Nomination & Remuneration Committee ("committee"). Further Committee has the power to reprice the grants in future if the price of the company falls continuously for a period of 3 months.
7 Variation of terms of options the Shares issued pursuant to the exercise of an Option will not be subject to any lock-in period
8 Money realized by exercise of options `56589397.60
9 Total number of options in force 65132
S. No. Particulars (During the financial year ended March 31 2019) APL Apollo ESOS-2015
10 Employee wise details of options granted to;-
(i) Key managerial personnel; NIL
(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 Certificate from the Statutory Auditors of the Company certifying that the ESOS2015 has being implemented in accordance with the SBEB Regulations and the resolutionpassed by the Members would be placed at the Annual General Meeting for inspection byMembers.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of 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 for the year ended March 31 2019 theapplicable accounting standards had been followed along with proper explanations relatingto 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 March 31 2019 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 `0.09 Cr for variousCSR purposes in compliance to the provisions of Companies Act 2013 relating to CorporateSocial Responsibility the Annual Report on CSR activities is annexed herewith as

Annexure ‘F'.

the CSR Policy has been uploaded on the Company's website and may be accessed at thelink: https://www.aplapollo.com/policies/

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

In terms of Section 186 of the Companies Act 2013 and rules framed thereunder detailsof Loans Guarantees given and Investments made have been disclosed in the Notes to thefinancial statements for the year ended March 31 2019.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 asAnnexure ‘G' forming part of this Report.

CORPORATE GOVERNANCE

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 theSecretarial Auditors' Certificate regarding compliance of conditions of CorporateGovernance are annexed to this report (Annexure ‘H').

the Corporate Governance Report which forms part of this report also covers thefollowing: a) Particulars of the five Board Meetings held during the financial year underreview.

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.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

During the period under review the Company has duly complied with the applicableprovisions of the Secretarial Standards issued by the Institute of Company Secretaries ofIndia on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

the Company has complied with the provisions related to constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the number of complaints received during the financialyear 2018-19 under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 is available in the Business Responsibility Report which is partof this Annual Report.

OTHER DISCLOSURES AND REPORTING

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

5. 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.

6. Significant or material orders passed by the regulators or courts or tribunal whichimpacts the going concern status and company's operations in future.

APPRECIATION

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

Sanjay Gupta

Chairman (DIN: 00233188)

Place: Ghaziabad

Date: May 18 2019