To the Members of
Apollo TriCoat Tubes Limited
The Board of Directors hereby submits the report of the business and operations of yourCompany ('the Company' or 'Apollo TriCoat') along with audited financial statements forthe financial year ended March 312018.
1. Financial Performance
The summarized financial results of your Company are given in the table below:
(Rs. in lakhs)
|Particulars ||F.Y. 2017-18 ||F.Y. 2016-17 |
|Income from Operations ||19110.27 ||6124.43 |
|Other income ||28.38 ||66.38 |
|Total revenue ||19138.65 ||6190.81 |
|Earning before Depreciation lnt.Tax (EBIDTA) ||1189.83 ||407.79 |
|Depreciation ||17.10 ||8.16 |
|Profit Before Interest & Tax ||1172.73 ||399.63 |
|Interest ||188.24 ||172.43 |
|Profit before Tax ||984.49 ||227.20 |
|Taxation ||286.52 ||82.97 |
|Profit for the year ||697.97 ||141.10 |
The Transition from Previous GAAP to Ind AS has been accounted for in accordance withInd AS 101 'First Time Adoption of Indian Accounting Standard" with April 1 2016being the transition date and accordingly these financial results along with thecomparatives have been prepared in accordance with the recognition and measurementprinciples stated therein prescribed under Section 133 of the Companies Act 2013 readwith the relevant rules issued thereunder and the other accounting principles generallyaccepted in India.
Consequent to the introduction of Goods and Service Tax (GST) with effect from July12017 Central Excise Value Added Tax (VAT) etc. have been replaced by GST.
The Company has not declared any Dividend during the financial year 2017-18.
3. Performance Review
The Company has posted impressive performance during the current financial year underreview. The revenue from operations grew by staggering 212% from Rs. 6124.43 Lakhs infinancial year 2017 to Rs. 19110.27 Lakhs in the financial year 2018. Total EBIDTA grewby 192% from Rs. 407.79 Lakhs in financial year 2017 to Rs. 1189.83 Lakhs in financialyear 2018. PAT (net profit after tax) stood at Rs. 697.97 Lakhs in financial year 2018.
4. Projects & Expansion Plans
The Company is in the process of setting up a manufacturing plant at Malur IndustrialArea Bangalore for manufacturing of TriCoat Tubes in three variants SureCoat DuraCoatand SuperCoat with the advanced Galvant Technology for the first time in India havingtotal capacity of 50000 MT. The Galvant technology has been obtained from USA tomanufacture tubes with triple layer of protection coating i.e. paint zinc and UV organiccoating with total capital outlay upto Rs. 100 crores. It is an ecofriendly product whichis free from lead cadmium and hexavalent chrome. This product is used worldwide as asubstitute of PVC electrical Conduit Pipes.
5. Management's Discussion and Analysis Report
The detailed report on the Management's Discussion and Analysis Report is presented ina separate section forming part of the Annual Report.
6. Share Capital
During the year under review the Authorized Share Capital of the Company was increasedto Rs. 6.50 Crore from Rs. 4 Crore
Further consequent to allotment of 7200000 Equity Shares on preferential basis toSh. Rahul Gupta the Paid Up Share Capital of the Company was increased to Rs. 2.57 Crorefrom Rs. 1.85 Crore
Further the Company has issued 4800000 Fully Convertible Warrants being convertibleinto equity shares of Rs. 2/- each at an issue price of Rs. 120/- each share. The Companyhas not issued shares with differential voting rights nor sweat equity or bonus shares.
Your Company has neither accepted nor renewed any deposits falling within the meaningof Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014. Accordingly there are no unclaimed or unpaid deposits lying with the Company forthe year under review.
8. Change in the nature of business if any
The Company is pleased to announce that to improve the performance and expandingthebusiness in new verticals the Company in financial Year 2017-18 changed to the businessof manufacturing tubes in three variant SureCoat DuraCoat and SuperCoat as its mainbusiness.
Owing to the Change in the Object clause the Company has changed its name from M/sBest Steel Logistics Limited to M/s Apollo TriCoat Tubes Limited as approved by themembers through Postal Ballot on August 04 2018.
9. Internal Financial Controls
The Board has adopted policies and procedures for ensuring orderly and efficientconduct of business including adherence to the Company's policies the safeguarding ofits assets the prevention and detection of fraud and completeness of the accountingstandards and the timely preparation of reliable financial disclosures. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
10. Credit Rating
The Company continues rating of [ICRAJA-(SO) for its long term facilities and[ICRA]A2+(S0) for its short term facilities received from ICRA Limited (ICRA).
11. Extract of the Annual Return
The extract of the Annual Return pursuant of Section 134 (3)
(a) of the Companies Act 2013 in Form no. MGT-9 is annexed hereto as Annexure-'A"and forms part of this Report.
12. Directors and Key Managerial Personnel
a. All the Independent Directors have given declarations that they meet the criteria ofIndependence as laid down in Section 149 of the Act and Listing Regulations. Based on thedisclosure provided by Directors none of them are disqualified from being appointed asDirectors under Section 164 of the Companies Act 2013.
Mrs. Megha Gupta and Sh. Anil Kumar Bansal who were appointed as Additional Directorsby the Board of the Directors of the Company with effect from June 11 2018 in terms ofSection 161 of Companies Act 2013 and Articles of Association of the Company holdsoffice until the date of ensuing Annual General Meeting. Your Company has received noticesunder Section 160 of the Companies Act 2013 from shareholders of your Company signifyingtheir intention to propose the names of Mrs. Megha Gupta and Sh. Anil Kumar Bansal forappointment as a Director of your Company.
Further Sh. Rahul Gupta was appointed as Managing Director of the Company w.e.f May42018 for a term of 5 years subject to approval of Shareholders in ensuing AGM.
Sh. Saket Agarwal Mrs. Gunjan Agarwal and Sh. Rajeev Kohli Directors of the Companyresigned with effect from June 12 2018.
d. Key Managerial Personnel
Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany are - Sh. Rahul Gupta (Managing Director) Ms. Surbhi Arora (Company Secretary)and Sh. Amresh Kumar Mishra (Chief Financial Officer). Sh. Amresh Kumar Mishra wasappointed as Chief Financial Officer of the Company w.e.f June 112018.
13. Auditors and Auditor's Report
a. Statutory Auditors: M/s VAPS & Co. Chartered Accountants Delhi (FRN 003612N)as Auditors of the Company to hold the office from the conclusion of the 33rd AnnualGeneral Meeting held on September 28 2015 until the conclusion of the 37th Annual GeneralMeeting subject to ratification of the appointment by the members at each AGMs.
The Requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away with videnotification dated May 7 2018 issued by Ministry of corporate Affairs New Delhi.Accordingly no resolution is proposed for ratification of appointment of Auditors whowere appointed in the Annual General Meeting held on September 28 2015.
The observations of the Auditors in their report on Accounts and the FinancialStatements read with the relevant notes are self explanatory.
Auditors' Report for the year under review does not contain any qualification oradverse remarks.
b. Secretarial Auditors: Pursuant to the provisions of Section 204 of the CompaniesAct 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Company has appointed M/s Anjali Yadav & Associates a firm of Company Secretariesin Practice to undertake the Secretarial Audit for financial year 2017-18. TheSecretarial Audit Report is annexed to this report as Annexure 'B". There are noqualifications reservation or adverse remark in the report.
14. Related Party Transaction
All Related PartTransaction (RPTs) entered during the financial year were on an arm'slength basis and in the ordinary course of business. In Compliance with applicableprovisions of Companies Act 2013 and SEBI (LODR) Regulations 2015 for RPTs which areforeseen and repetitive in nature Omnibus Approval of the Audit Committee is obtained atthe beginning of the financial year as per RPT policy. All the RPTs affected during theyear are disclosed in the notes to Financial Statements.
There are no materially significant RPTs made by the Company which have a potentialconflict with the interest of the Company at large and thus disclosure in Form AOC-2 isnot required. The Board has approved and adopted the policy on Related Party Transactionand same is uploaded on the Company's website http://www.apollotricoat.com/Policies/RELATED-PARTY-TRANSACTION-POLICY-POTENTIAL.pdf.
15. Managerial Remuneration and particulars of employees
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 to Rule 5(2)& 5(3) of the above rules form part of this report. Flowever in terms of provisions ofsection 136 of the said Act the report and accounts are being sent to all the members ofthe Company and others entitled thereto excluding the said particulars of employees. Anymember interested in obtaining such particulars may write to the Company Secretary at theregistered office of the Company. The said information is available for inspection at theRegistered Office of the Company during working hours.
16. Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under provisions of Section 186 ofthe Companies Act 2013 are given in the notes to the Financial Statements.
17. Vigil Mechanism
The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns unethical behavior and irregularitiesif any in the Company noticed by them which could adversely affect Company's operationsto the Audit Committee Chairman. The same is reviewed by the Audit Committee from time totime. No concerns or irregularities have been reported till date.
18. Directors Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors confirm:
a) In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards have been followed along with proper explanations relatingto material departures if any.
b) That the Directors had 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 ended March 312018 and of the profit and loss of the Company for the year.
c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d) That the annual accounts/financial statements have been prepared on a going concernbasis.
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and were operatingeffectively.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
19. Disclosure under Section 134 (3) (m) of the Companies Act 2013
Conversation of Energy
The Company continues to give the highest priority for conservation of energy by usinga mix of technology changes process optimization methods and other conventional methodson an ongoing basis.
The Company continues to lay emphasis on development and innovation of in-housetechnological and technical skills to meet the specific customer requirements. Efforts arealso being made to upgrade the existing standards and to keep pace with the advances intechnological innovations.
Foreign Exchange Earnings and Outgoing
Expenditure in foreign currency : Nil
Earnings in foreign currency : Nil
20. Corporate Governance
Including details pertaining to Board Meetings Nomination and Remuneration PolicyPerformance Evaluation Risk Management Audit Committee and Vigil Mechanism:
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 theAuditors' Certificate regarding compliance of conditions of Corporate Governance areannexed to this report (Annexure 'D'). The Corporate Governance Report which forms part ofthis Report also covers the following:
a. Particulars of the 6 (six) 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.
21. Disclosure as per Sexual Harassment of women at workplace (Prevention Prohibitionand Redressal) Act 2013
At Apollo TriCoat all employees are of equal value. There is no discrimination betweenindividuals at any point on the basis of race colourgender religion political opinionnational extraction social origin sexual orientation or age. Every individual isexpected to treat his/her colleagues with respect and dignity. This is enshrined in valuesand in the Code of Ethics & Conduct of Apollo TriCoat. The Whistle-Blower &Protection Policy also provides a platform to all employees for reporting unethicalbusiness practices at workplace without the fear of reprisal and help in eliminating anykind of misconduct in the system.
The Company also adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder.
During the year no complaint has been received for sexual harassment of women at workplace by the Company.
22. CORPORATE SOCIAL RESPONSIBILITY
The requirement of Corporate Social Responsibility (CSR) in terms of Section 135 of theCompanies Act 2013 and the rules made thereunder is not applicable to the Company.
23. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board meetings and Annual General Meetings.
24. 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:
a. Issue of equity shares with differential rights as to dividend voting or otherwise.
b. Any remuneration or commission received by Managing Director of the Company fromany of its subsidiary.
c. Significant or material orders passed by the Regulators or courts or Tribunal whichimpacts the going concern status and Company's operations in future.
d. Transfer to Investors Education and Investors Fund.
e. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
25. Gratitude & Acknowledgements
Yours Directors place on record their gratitude to the Central Government StateGovernment Statutory Authorities and Company's Bankers for the assistance co-operationand encouragement they extended to the Company. Your Directors also wish to place onrecord their sincere thanks and appreciation for the continuing support and unstintingefforts of customers vendors dealers business associates and employees in ensuring anexcellent all around operational performance.
By the order of the Board
Date: August 22 2018