Your Directors are gruntled to present their 33rd Boards' Report on the business and operations of the Company along with the Audited Financial Statement for the financial year ended March 31 2019.
The Financial Results of the Company for the financial year under review are as follows:
|(Rs In Lakhs)|
|Particulars||FY 2018-19||FY 2017-18|
|Add : Other income||1208.86||811.50|
|Less : Finance cost||594.25||281.54|
|Less : Depreciation and amortisation||969.30||692.04|
|Profit before tax (PBT)||3392.83||3125.42|
|Less : Tax expense||999.73||919.44|
|Profit after tax for the year (PAT)||2393.10||2205.98|
|Prior period adjustments||(1.91)||(20.22)*|
|Add: Profit brought forward||4184.31||1998.55|
|Proposed dividend on equity shares||N.A.||N.A.|
|Tax on dividends||N.A.||N.A.|
|Balance carried over to balance sheet||6575.50||4184.31|
*During quarter ended 30th June 2018 prior period expenses amounting to RS 20.22 Lakhs have been incurred. The same have been adjusted against Other Equity as on 31-March-2018 according to Ind AS 8' Accounting Policies Changes in Accounting Estimates and Errors'.
The Board has subject to the approval of the members at the ensuing Annual General Meeting recommended dividend of RS 1 (10%) per fully paid-up equity share of RS 10 each of the Company for the year ended 31st March 2019 as against NIL for the previous year in order to incentivize its shareholders.
TRANSFER TO RESERVE
The Company has not transferred any amount to the general reserve and an amount of profit for the year under review of RS 2393.10 Lakhs forms part of retained earnings for the financial year 2018-19.
Your Company has neither accepted nor renewed any public deposits within the meaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.
The paid up equity share capital of the Company as on March 31 2019 was RS 119844020/- (Rupees Eleven Crores Ninety Eight Lakhs Forty Four Thousand And Twenty only) divided into 11984402 (One Crore Nineteen Lakhs Eighty Four Thousand Four Hundred And Two only) equity shares of RS 10/- each.
During the year under review the Company issued 950000 (Nine Lakh and fifty Thousand only) equity shares of RS 10 each at the premium of RS 580 each on preferential basis to persons belonging to promoter category namely Mr. Sameer Gupta and Mrs. Meenakshi Gupta. Consequently the paid-up equity share capital was increased to RS 119844020/- (Rupees Eleven Crores Ninety Eight Lakhs Forty Four Thousand And Twenty only). Further the Paid-Up Share Capital of the Company was increased to RS 131094020/- (Rupees Thirteen Crores Ten Lakhs Ninety Four thousand and Twenty only) due to conversion of 1125000 (Eleven Lakhs Twenty Five Thousand only) fully convertible warrants into equivalent number of Equity Shares of RS 10/- each allotted on preferential basis to Mr. Sameer Gupta Promoter of the Company at an issue price of RS 590/- (Rupees Five Hundred Ninety only) w.e.f 02.04.2019.
The Company has not issued shares with differential voting rights sweat equity shares nor has it granted any stock options.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review your Company has complied with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) in consultation with Central Government which are mandatory to be complied by the Company.
Detailed information on the operations and state of the affairs of the Company are covered in the Management Discussion and Analysis Report forming part of this Annual Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES
During the year under review the Company has no subsidiary joint venture(s) or associate(s). Hence disclosure in form AOC-1 is not applicable to the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 your Directors hereby confirm that:
i. In the preparation of the Annual Accounts for the year ended March 31 2019 the applicable Accounting Standards have been followed along with proper explanations relating to material departures;
ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2019 and of the Profit and Loss of the Company for that period;
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors have ensured that the annual accounts are prepared on a going concern basis.
v. The Directors have laid down internal financial controls to be followed by the Company and such controls are adequate and are operating effectively.
vi. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.
Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 read with Schedule V of SEBI (LODR) 2015 the Corporate Governance Report and the Certificate regarding compliance of conditions of Corporate Governance are annexed to this report as an Annexure-1
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
For the financial year ended March 31 2019 all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arm's length basis and were in compliance with the applicable provisions of the Companies Act 2013 and the SEBI (LODR) 2015.
Further the Company has not entered into any contract or arrangement or transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the above disclosure in Form AOC-2 does not apply to the Company.
The policy of the Company on materiality of related party transactions as approved by the Board is available on the website of the Company: https://www.apollopipes.com/media/ product/1131204722 Related Party Policy of Apollo Pipes Limited.pdf
Your Directors draw attention of the members to Note No. 37 to the Financial Statement which sets out related party disclosures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 the Company has established Corporate Social Responsibility ('CSR') Committee. All the statutory disclosures with respect to the CSR Committee and Annual Report on CSR Activities forms part of this Report as Annexure 2The CSR Policy as recommended by the CSR Committee and as approved by Board is enclosed along with the Annual Report on CSR Activities.
RISK MANAGEMENT POLICY
The Company has already adopted a formal Risk Management Policy whereby risks are broadly categorized into Strategic Operational Compliance and Financial & Reporting Risks. The Policy outlines the parameters of identification assessment monitoring and mitigation of various risks which are the key factors likely to affect the business objectives.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has documented its internal financial controls considering the essential components of various critical processes physical and operational which includes its design implementation and maintenance alongwith periodical internal review of operational effectiveness and sustenance.
This ensures orderly and efficient conduct of its business including adherence to the Company's policies safeguarding of its assets prevention of errors accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
The Internal financial controls with reference to the financial statements were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In light of the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company Mr. Sanjay Gupta retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Appropriate resolution(s) seeking your approval to the appointment / re-appointment of Directors are also included in the Notice convening the ensuing Annual General Meeting of the Company along with the information as required to be disclosed under Regulation 36(3) of SEBI (LODR) 2015 in case of reappointment of the Director.
Further details of changes in the Directors and Key Managerial Personnel during the year under review are as follows:
Mr. Saket Agarwal (DIN: 00203084) and Ramesh Chandra Jindal (DIN: 01377137) were appointed as the Additional Directors w.e.f. March 30 2019.
Appropriate resolution(s) seeking your approval for regularisation of their appointment is also included in the Notice.
Composition of the Board of Directors of the Company as on 31.03.2019:
1. Mr. Sameer Gupta (DIN: 00005209) - Managing Director (Executive)
2. Mr. Sanjay Gupta (DIN: 00233188) - Director (Non-executive)
3. Mr. Pradeep Kumar Jain (DIN: 08063400) - Director (NonExecutive Independent)
4. Ms. Neeru Abrol (DIN: 01279485) - Director (Non-Executive Independent)
5. 'Mr. Saket Agarwal (DIN: 00203084) - Director (Non-Executive and Non-Independent)
6. 2Mr. Ramesh Chandra Jindal (DIN: 01377137)-Director (NonExecutive Independent)
1 & 2 Appointed w.e.f. March 30 2019
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act 2013 and SEBI (LODR) 2015. Further pursuant to the Regulation 25(8) of the SEBI (LODR) 2015 Independent Directors of the Company declared that they are not aware of any circumstances or situation that exists or can be anticipated which could render them incapable of performing their duties with reasonable independent judgement and without any external influence. The Board took the same on record after undertaking assessment of its veracity.
The details of familiarization programmes for Independent Di rectors of the Compa ny is placed on the website of the Company at: https://www.apollopipes.com/media/product/579669936 Familiarization Programme for Independent Directors.pdf
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI (LODR) 2015 the Board has carried out an annual evaluation of its own performance the Directors individually as well as the evaluation of the working of its various Committees. The disclosure pertaining to such evaluation forms part of the Corporate Governance Report.
MEETINGS OF THE BOARD OF DIRECTORS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 5(Five) Board Meetings were held on 23.05.2018 08.08.2018 06.10.2018 03.11.2018 and 05.02.2019. The intervening gap between the two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.
The Audit Committee of the Company comprises of three Directors viz. Ms. Neeru Abrol Non-Executive Independent Director Mr. Pradeep Kumar Jain Non-Executive Independent Director and Mr. Sameer Gupta Executive Director. Mr. Pradeep Kumar Jain is Chairman of the Committee.
During the year 4 (four) meetings of the Audit Committee were held on 23.05.2018 08.08.2018 03.11.2018 and 05.02.2019. The intervening gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy relating to selection of Directors determining their independence and the remuneration of Directors key managerial personnel and senior management along with the criteria for performance evaluation of Independent Directors Board Committees Board and other individual Directors is available on the website of the Company and may be accessed at the link: https://www.apollopipes.com/media/product/550804260 NominationandRemunerationPolicy30.03.2019.pdf
THE SALIENT FEATURES OF THE POLICY ARE GIVEN.
1. It governs the constitution role of the Nomination and Remuneration Committee of the Board.
2. It lays down the criteria for appointment and removal of directors KMPs and senior management.
3. Evaluation criteria and process to evaluate the performance of the members of the Board.
4. Criteria of remuneration payable to the directors KMPs and senior management.
5. Criteria to provide to Key Managerial Personnel and Senior Management reward linked directly to their efforts performance dedication and achievement relating to the Company's operations.
6. Criteria to retain motivate and promote talent and to ensure long term sustainability of talented managerial personnel and create competitive advantage.
7. Lays down the basis of formulation of a policy on board diversity and to develop a succession plan for the board and to regularly review the plan.
During the year Policy has undergone necessary changes on account of the Regulatory amendments.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
In compliance with the provisions of Section 177 (9) of the Companies Act 2013 and Regulation 22 of the SEBI (LODR) 2015 the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behaviour actual or suspected fraud or violation of the Company's code of conduct or ethics policy if any. In staying true to our values of strength performance and passion and in line with our vision of being one of the most respected companies in India the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the Company and may be accessed at the link: https://www.apollopipes.com/media/product/1549806385 VigilMechanismWhistleBlowePolicydated30.03.2019.pdf
During the year under review no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2018-19.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans guarantees or investments as covered under the provisions of Section 186 of the Companies Act 2013 made by the Company during the Financial Year 2018-19 are given under the respective head and the same is furnished in the notes to the financial statements.
The Company has complied with the requirement of maintenance of cost accounts and records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act 2013.
As per Section 148 of the Act the audit of the cost records for the year ending March 31 2019 is conducted by M/s Vijender Sharma & Co. Cost Accountants being the Cost Auditors of the Company.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules made thereunder the existing auditors M/s. VAPS & Co. Chartered Accountants New Delhi were 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 of the appointment by the members at every AGM.
Since the provisions for ratification of appointment of Statutory Auditors is withdrawn from the Companies Act 2013 read with the Companies (Amendment) Act 2017 vide notification dated 07.05.2018 hence there is no requirement to ratify the appointment of M/s. VAPS & Co. Chartered Accountants as Statutory Auditor of the Company who are already appointed for the aforesaid period.
The Statutory Audit Report on the financial statements for the year ended on March 31 2019 does not contain any qualification reservation or adverse remark or disclaimer. The Auditor has not reported any incidence of fraud during the period under review.
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board of Directors appointed M/s Anjali Yadav & Associates Company Secretaries in practice as Secretarial Auditor to carry out the Secretarial Audit of the Company for the financial year 2018-19.
The Company provided all assistance and facilities to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the FY 2018-19 is annexed to this report as Annexure-3 There are no observations reservations or adverse remarks in the Secretarial Audit Report.
The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act 2013 forms part of the Boards' Report and is annexed hereto as Annexure-4.
The Annual Return of the Company as required under Companies Act 2013 will be available on the website of the Company at the following link: https://www.apollopipes.com
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended is annexed to this report as Annexure-5 Further particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this Report. However in terms of provisions of section 136 of the said Act the report and accounts are being sent to all the members of the Company and others entitled thereto excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. The said information is available for inspection at the registered office of the Company during working hours.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS
Information pertaining to conservation of energy technology absorption foreign exchange earnings and outgoings as required under Section 134 (3) (m) of Companies Act 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules 2014 is annexed hereto as Annexure-6 forming part of this Report.
SIGNIFICANT AND MATERIAL ORDERS
During the financial year under review no significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year i.e. March 31 2019 and the date of the Directors' Report.
DIVIDEND DISTRIBUTION POLICY
The Board in compliance with SEBI (LODR) 2015 formulated a Dividend Distribution Policy. This policy will provide clarity to the stakeholders on the dividend distribution framework of the Company. The policy sets out various internal and external factors which shall be considered by the Board in determining the dividend payout. The Dividend Distribution Policy is attached as Annexure-7 to this Report and is also available on the website of the Company at https://www.apollopipes.com/media/ product/2135595372 DividendDistributionPolicy.pdf
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI (LODR) 2015) is is attached as Annexure-8 to this Report.
Your Company has not declared any dividend to its shareholders in the previous financial years. Thus there is no unclaimed or unpaid dividend as on March 31 2019.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) 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 on Prevention of Sexual Harassment at Workplace. During the financial year 2018-19 no case/complaint was reported to the Company under the said policy.
The Company has zero tolerance towards any act on the part of any executive which may fall under the ambit of 'Sexual Harassment' at workplace and is fully committed to uphold and maintain the dignity of every women executive working in the Company.
The Policy regarding Prevention & Prohibition of Sexual Harassment at Workplace provides for protection against sexual harassment of women at workplace and for prevention and redressal of complaints.
The Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (POSH).
Number of cases filed and their disposal under Section 22 of the POSH is as follows:
|Number of complaints pending as on the beginning of the financial year||NIL|
|Number of complaints filed during the financial year||NIL|
|Number of complaints pending as on the end of the financial year||NIL|
The Board acknowledges with gratitude the co-operation and assistance provided by the Company's bankers financers government and non-government agencies. The relationship with the employees remained cordial and your Director's wish to place on record their appreciation for the contribution made by the employees at all levels. The Directors also thank the shareholders for their continued support.
|On behalf of the Board of Directors of|
|Apollo Pipes Limited|
|Date: May 25 2019||Chairperson|
|Place: Ghaziabad||DIN: 00233188|