Your Directors are pleased to present their 32nd Boards' Report_on_the business_andoperations of the Company and_the audited financial statement_for the financial year endedMarch 31 2018.
The Financial Results of the Company for the financial year under report are as under:
| || ||(Rs In Lacs) |
|Particulars ||2017-18 ||2016-17 |
|Profit before Depreciation & ||3817.46 ||2873.62 |
|Income Tax || || |
|Less: Depreciation ||692.04 ||467.82 |
|Profit after depreciation ||3125.42 ||2405.80 |
|Less/Add: Provision for Tax: || || |
|Current Tax ||914.91 ||790.35 |
|Deferred tax Saving/Liability ||4.53 ||46.48 |
|Earlier years tax adjustment ||- ||- |
|Profit After Taxation ||2205.98 ||1568.97 |
|Add: Profit brought Forward ||1998.55 ||429.58 |
|Balance Carried over to ||4204.53 ||1998.55 |
|Balance Sheet || || |
The Company has inadequate profits during the year under review and as such yourDirectors do not recommend any dividend considering the need to augment the resources foroperational purposes.
TRANSFER TO RESERVE
The Company has not transferred any amount to the general reserve and an amount ofprofit for the year under review of Rs 2205.98 Lacs forms part of retained earnings forthe financial year 2017-18.
The paid up equity share capital of the Company as on March 31 2018 was Rs110344020/- (Rupees Eleven Crores Three Lacs Forty Four Thousand And Twenty only)divided in to 11034402 (One Crore Ten Lacs Thirty Four Thousand Four Hundred And Twoonly) equity shares of Rs 10/- each. During the year the subsidiary of the Company gotamalgamated with it vide order passed by the Hon'ble National Company Law TribunalPrincipal Bench New Delhi ("NCLT") dated November 08 2017 and the Company hadissued 6032702 (Sixty Lacs Thirty Two Thousand Seven Hundred And Two only) equity sharespursuant to exchange ratio of the scheme of amalgamation to the shareholders of itssubsidiary. Consequently the paid-up equity share capital has increased to Rs110344020/- (Rupees Eleven Crores Three Lacs Forty Four Thousand And Twenty only).
v. The Directors have laid down internal financial controls to be followed by theCompany and such controls are adequate and are operating effectively. vi. The Directorshave devised proper system to ensure compliance with the provisions of all applicable lawsand such systems are adequate and are operating effectively.
Corporate Governance report including details pertaining to Board Meetings Nominationand Remuneration Policy Performance Evaluation Risk Management Audit Committee andVigil Mechanism. Your Company reaffirms its commitment to the highest standards ofcorporate governance practices. Pursuant to Regulation 34 read with schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the CorporateGovernance Report and the Certificate regarding compliance of conditions of CorporateGovernance are annexed to this report as an "Annexure-1". The CorporateGovernance Report which forms part of this report inter alia covers the following:
a) Particulars of the Board Meetings held during the financial year under review.
b) Policy on Nomination and Remuneration of Directors Key Managerial Personnel andSenior Management including inter alia the criteria for performance evaluation ofDirectors.
c) The manner in which formal annual evaluation has been made by the Board of its ownperformance and that of its Committees and individual Directors.
d) The details with respect to composition of Audit Committee and establishment ofVigil Mechanism. e) Details regarding Risk Management.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Section 134 of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 the particulars of all contracts/arrangements/ transactions entered by the Company during the Financial Year 2017-18 withrelated parties were in the ordinary course of business and on an arm's length basis.During the year the Company had not entered into any contract/ arrangement/ transactionwith related parties which could be considered material in accordance with the policy ofthe Company on related party transactions and materiality of related party transactions.
In view of the above disclosure in Form AOC-2 is not applicable. Your Directors drawattention of the members to Note 35 to the financial statements which set out relatedparty disclosures.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://www.apollopipes.com/media/product/1131204722_Related_Party_Policy_of_Apollo_Pipes_Limited.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act 2013 and the rules madein this regard your Company was required to spend 2% i.e. Rs3747616/- (Rupees ThirtySeven Lacs Forty Seven Thousand Six Hundred Sixteen Only) of its Net profit for CSRactivities and Company had spent Rs 3100000/- (Rupees Thirty One Lacs Only). The AnnualReport on the CSR activities is enclosed as an "Annexure - 2".
RISK MANAGEMENT POLICY
Your Company has already adopted a formal Risk Management Policy whereby risks arebroadly categorized into Strategic Operational Compliance and Financial & ReportingRisks. The Policy outlines the parameters of identification assessment monitoring andmitigation of various risks which are key to the business objectives.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has documented its internal financial controls considering the essentialcomponents of various critical processes physical and operational which includes itsdesign implementation and maintenance along with periodical internal review ofoperational effectiveness and sustenance. This ensures orderly and efficient conduct ofits business including adherence to the Company's policies safeguarding of its assetsprevention of errors accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
The Internal financial controls with reference to the financial statements wereadequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In light of the provisions of Section 152 of the Companies Act 2013 and the Articlesof Association of the Company Mr. Sameer Gupta retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. The information asrequired to be disclosed under Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 in case of reappointment of the director isprovided in the Notice convening the ensuing Annual General Meeting of the Company.
Appropriate resolution(s) seeking your approval to the appointment / re-appointment ofDirectors are also included in the Notice.
Further details of changes in the Directors and Key Managerial Personnel during theyear under review are as follows: 1Mrs. Meenakshi Gupta 2Mr. Rajeev Kohli and 3Mr. RahulJain has resigned from the office of Director from the closure of working hours w.e.f.January 30 2018.
Composition of the Board of Directors of the Company as on 31.03.2018:
|1. Mr. Sameer Gupta (DIN: 00005209) ||- Managing Director (Executive) |
|2. 4Mr. Sanjay Gupta (DIN: 00233188) || Chairman & Director (Non-executive) |
|3. 5Mr. Pradeep Kumar Jain (DIN: 08063400) ||- Director (Independent) |
|4. 6Ms. Neeru Abrol (DIN: 01279485) ||- Director (Independent) |
4Mr. Sanjay Gupta 5Mr. Pradeep Kumar Jain and 6Ms. Neeru Abrol were appointed as anAdditional Directors w.e.f. January 30 2018.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The details of familiarization programmes for Independent Directors of the Company isplaced on the website of the Company at:http://www.apollopipes.com/investors/Companyrsquos-Policy-35
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 the Board has carriedout an annual evaluation of its own performance the Directors individually as well as theevaluation of the working of various Committees. For the purpose of proper evaluation theDirectors of the Company have been divided in 3 (three) categories i.e. IndependentNon-Independent & Non-Executive and Executive.
The criteria for evaluation includes factors such as engagement strategic planning andvision team spirit and consensus building effective leadership domain knowledgemanagement qualities team work abilities result/achievements understanding andawareness motivation/ commitment/ diligence integrity/ ethics/ value and openness/receptivity.
MEETINGS OF THE BOARD OF DIRECTORS
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 9 (Nine) Board Meetings were held on 02.05.2017 30.05.2017 01.09.201714.09.2017 13.12.2017 02.01.2018 19.01.2018 30.01.2018 and 28.02.2018. The interveninggap between the two meetings did not exceed one hundred and twenty days. The necessaryquorum was present for all the meetings.
The Audit Committee of the Company comprises of three directors viz Ms. Neeru AbrolNon-Executive Independent Director Mr. Pradeep Kumar Jain Non-Executive IndependentDirector and Mr. Sameer Gupta Executive Director. Mr. Pradeep Kumar Jain is Chairman ofthe committee.
During the year 4 (four) meetings of the Audit Committee were held on 30.05.201714.09.2017 13.12.2017 and 30.01.2018. The intervening gap between two meetings did notexceed one hundred and twenty days. The necessary quorum was present for all the meetings.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees Board and other individual Directors which include criteria forperformance evaluation of the Non-executive Directors and Executive Directors.
The policies relating to selection of Directors determining their independence and theremuneration policy for Directors and key managerial personnel is attached as "Annexure-3".
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
In compliance with the provisions of Section 177 (9) of the Companies Act 2013 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal withunethical behaviour actual or suspected fraud or violation of the Company's code ofconduct or ethics policy if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility. The Policyensures that strict confidentiality is maintained whilst dealing with concerns and alsothat no discrimination will be meted out to any person for a genuinely raised concern. TheVigil Mechanism / Whistle Blower Policy have also been uploaded on the website of theCompany and may be accessed at the link:http://www.apollopipes.com/investors/Companyrsquos-Policy-35. During the year underreview no employee was denied access to the Chairman of the Audit Committee. Nocomplaints were received under Vigil Mechanism & Whistle Blower Policy during thefinancial year 2017-18.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans guarantees or investments as covered under the provisions ofSection 186 of the Companies Act 2013 made by the Company during the Financial Year2017-18 are given under the respective head and the same is furnished in the notes to thefinancial statements.
The audit of Cost Records of the Company is mandatory for the financial year ended 31stMarch 2018 is being conducted by M/s Vijender Sharma & Co. Cost Accountants andtheir report will be filed in e-form CRA-4 with Ministry of Corporate Affairs.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules madethereunder the existing auditors M/s. VAPS & Co. Chartered Accountants New Delhiwere appointed as the statutory auditors of the Company at the 29th Annual General Meeting(AGM) to hold the office until the conclusion of the 34th AGM subject to ratification ofthe appointment by the members at every AGM.
Since the provisions for ratification of appointment of Statutory Auditors iswithdrawn from the Companies Act 2013 read with the Companies (Amendment) Act 2017 videnotification dated 07.05.2018. Hence there is no requirement to ratify the appointment ofM/s. VAPS & Co. Chartered Accountants as Statutory Auditor of the Company who havealready appointed for aforesaid period.
The Statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer made by the Statutory Auditors.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Board has appointed Ms. Anjali Yadav Practicing Company Secretary (C.P.No. 7257; Membership No.F6628) to conduct the Secretarial Audit of the Company for thefinancial year 2017-18. The Secretarial Audit Report for the year 2017-18 as submitted byher in the prescribed form MR-3 is annexed herewith as "Annexure-4". Thesaid Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer made by the Secretarial Auditor.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed hereto as "Annexure-5"and forms part of the Boards' Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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-6"._Further particulars of employeespursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However interms of provisions of section 136 of the said Act the report and accounts are being sentto all the members of the Company and others entitled thereto excluding the saidparticulars of employees. Any member interested in obtaining such particulars may write tothe Company Secretary at the registered office of the Company. The said information isavailable for inspection at the registered office of the Company during working hours.
CONSERVATION OF ENERGY 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 annexed hereto as Annexure-7forming part of this Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH_ THE FINANCIALSTATEMENTS_RELATE AND THE DATE OF THE REPORT
During the year under review Hon'ble National Company Law Tribunal Principal Bench atNew Delhi ("NCLT") vide its order dated 8th November 2017 has approved thescheme of Arrangement for Amalgamation of Apollo Pipes Limited (Transferor Company) withAmulya Leasing and Finance Limited (Transferee Company) under Section 230 and 232 ofCompanies Act 2013 with the effect from the appointed date i.e. 01/04/2016.
Further in terms of approved scheme of amalgamation
Clause 2 of Part III the name of Amulya Leasing and Finance Limited (TransfereeCompany) was changed with the name of Transferor Company i.e. Apollo Pipes Limitedvide Certificate of incorporation issued by Registrar of Companies NCT of Delhi &Haryana consequent upon change of Name dated December 20 2017.
Aforesaid order of NCLT is available at Company's website:http://www.apollopipes.com/media/product/531066663_Orderdated08.11.2017-ALFL&APLMerger.pdf
Your Company has not declared any dividend to its shareholders so far. Thus there isno unclaimed or unpaid dividend as on March 31 2018.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
Pursuant to the provisions stipulated under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has framed a Policy onPrevention of Sexual Harassment at Workplace. During the financial year 2017-18 nocase/complaint was reported to the Company under the said policy.
The Board acknowledges with gratitude the co-operation and assistance provided by theCompany's bankers financers government and non-government agencies. The relationshipwith the employees remained cordial and your Director's wish to place on record theirappreciation for the contribution made by the employees at all levels. The Directors alsothank the shareholders for their continued support.
| ||On behalf of the Board of Directors || |
| ||Apollo pipes Limited || |
| ||Sd/- ||Sd/- |
| ||(Sameer Gupta) ||(Sanjay Gupta) |
|Date: May 23 2018 ||Managing Director ||Chairman |
|Place: Ghaziabad ||DIN: 00005209 ||DIN: 00233188 |