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Apollo Tricoat Tubes Ltd.

BSE: 538566 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE919P01029
BSE 00:00 | 08 Aug 977.95 0.85
(0.09%)
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980.00

HIGH

980.00

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941.10

NSE 05:30 | 01 Jan Apollo Tricoat Tubes Ltd
OPEN 980.00
PREVIOUS CLOSE 977.10
VOLUME 46684
52-Week high 999.90
52-Week low 650.00
P/E 48.49
Mkt Cap.(Rs cr) 5,946
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 980.00
CLOSE 977.10
VOLUME 46684
52-Week high 999.90
52-Week low 650.00
P/E 48.49
Mkt Cap.(Rs cr) 5,946
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Apollo Tricoat Tubes Ltd. (APOLLOTRICOAT) - Director Report

Company director report

To the Members of

Apollo TriCoat Tubes Limited

The Board of Directors hereby presents the report of the business and operations ofyour Company ('the Company' or ‘Apollo TriCoat') along with audited financialstatements for the financial year ended March 31 2021.

1. Financial Performance

The summarized financial results of your Company are given in the table below:

(Rs. in Lakhs)
Particulars F.Y. 2020-21 F.Y. 2019-20
Income from Operations 147281.05 66325.06
Other income 179.64 113.97
Total revenue 147460.69 66439.03
Total expenses (excluding Int. and depreciation) 130912.57 58901.21
Earning before Depreciation Int. Tax (EBIDTA) 16548.12 7537.82
Depreciation 1652.74 1012.91
Profit Before Interest & Tax 14895.38 6524.91
Interest 970.28 601.10
Profit before Tax 13925.10 5923.81
Taxation 3424.00 1697.49
Profit for the year 10501.10 4226.32

The Company's Sales Volume improved by 88% to 231490 ton; EBITDA increased by 120% toT1637mn; Net Profit increased by 148% to T1050 mn; Net debt declined by T556mn to T522mn;ROCE improved to 44.9% from 20.2% and ROE to 41.7% from 21.2%

2. Dividend

In order to augment resources the Board of Directors of the Company has notrecommended any Dividend for the financial year 2020-21.

3. Transfer to Reserves:

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

4. Performance Review

The Company has created its dominant leadership in two product categories HomeBeautification and Door Solutions. These innovative products were successfully launchedand well accepted in the markets in last

2 years. The FY21 performance is the result of the way Team Tricoat has executed astrong business continuity plan focused on Health Cost and Cash since Covid-19 pandemichit our country last year. With our continuous focus on working capital and costefficiencies the company has emerged stronger on all parameters including production rampup cash flow generation debt reduction and return profile.

5. Impact of Covid 19:

The World Health Organization declared Covid-19 outbreak as a pandemic just before thebeginning of FY21. Responding to the potentially serious threat that this pandemic has topublic health the Indian Government had taken a series of measures to contain theoutbreak which included imposing multiple 'lock-downs' across the country from March 252020 and extended up till Q1FY21. The lockdowns and restrictions imposed on variousactivities due to Covid - 19 pandemic had posed challenges to all the businesses includingyour company's business. Owing to the suspension of the operations due to lockdown acrossthe country the revenue for Q1FY21 was impacted. The company suspended the productionoperations from March 25 2020 and partially resumed production operations from April 222020. The nationwide lockdown had impacted sales of the company's products in Q1FY21 asthe construction sites and company's distributors were shut across India during thisperiod. Further there were constraints for inter-state and intrastate movement offinished goods.

6. Impact of Covid-19 after the end of financial year till the date of this report

India was hit hard by the 2nd wave of Covid - 19 pandemic in April 2021. Thestate governments started announcing simultaneous lockdowns across the country. Majorimpact of Covid-19 has been felt in the first quarter with both revenue and profit beingaffected. With opening of domestic market post lockdown we expect business to improvegradually and that business will start moving upwards from 2nd quarter of FY22.

7. Estimation of future impact of Covid-19 on operations

The Company has assessed the impact of Covid-19 pandemic on its business operations andhas considered relevant internal and external information available up to the date ofapproval of these financial statements in determination of the recoverability andcarrying value of property plant and equipment inventories and trade receivables. Basedon current estimates the Company expects that the carrying amount of these assets will berecovered. Further the management believes that there may not be significant impact ofCovid-19 pandemic on the financial position and performance of the Company in thelong-term. The Company will continue to closely monitor any material changes to futureeconomic conditions.

8. Projects & Expansion Plans

The Company is in the process of enhancing the capacity of existing products in linewith the new market creation. There is good traction for products like"Chaukhat" and "Signature".

The Company has expanded its capacity from 2.5 Lakh tons to 3.5 Lakh tons during thefinancial year. In the coming years the Company's target is to utilize the capacity.

9. Management's Discussion and Analysis Report

The detailed report on the Management's Discussion and Analysis for the year underreview is presented in a separate section forming part of the Annual Report.

10. Deposits

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from Public was outstanding as on date of the BalanceSheet.

11. Share Capital

As on March 31 2021 the authorized capital of the Company stood at Rs.65000000divided into 325.00. 000 equity shares of Rs.2 each.

As on March 31 2021 the Paid-up Share Capital of the Company stood at Rs.60800000divided into Rs.3.04.00. 000 equity shares of Rs.2/- each.

During the period under review there is no change in the share Capital of the Company.

12. Credit Rating

The Company has received credit ratings from credit rating agencies - ICRA Limited& CRISIL Ratings Limited as under:

1. ICRA assigned the long term credit rating [ICRA]A+ and Short Term [ICRA]A1.

2. CRISIL assigned the long term credit rating AA; stable and short term rating A1+;stable.

13. Proposed merger of the Company with APL Apollo Tubes Limited

The Board of Directors of the Company at its meeting held on February 27 2021considered and approved the draft scheme of arrangement for amalgamation between theCompany (Transferor Company 2) Shri Lakshmi Metal Udyog Limited (Transferor Company 1))with APL Apollo Tubes Limited (Transferee Company) and their respective shareholders andcreditors under Sections 230 to 232 of the Companies Act 2013. The Scheme is subject toreceipt of approvals from the shareholders and creditors of the Company as may be directedby the National Company Law Tribunal Delhi bench ("NCLT") BSE Limited andapproval of other regulatory or statutory authorities as may be required.

The Company has already made necessary applications to BSE Limited for their approvaland of Securities and Exchange Board of India. On the scheme being effective theshareholders of the Company shall be issued shares of APL Apollo Tubes Limited in theratio 1:1.

The Scheme related details are available on the website of the Company athttp://apollotricoat.com/ investors/amalgamation/

14. Annual Return

In accordance with the provisions of Section 134 (3) (a) of the Companies Act 2013the Annual Return as required under Section 92 of the Act for the financial year 2020-21is available on the Company's website at www.apollotricoat.com.

15. Directors and Key Managerial Personnel

Shri Vinay Gupta Director retires by rotation and being eligible offers himself forre-appointment. A resolution seeking shareholders' approval for his re appointment formspart of the AGM Notice.

Pursuant to the provisions of Section 149 of the Act the Independent Directors havegiven the declarations that each of them meets the criteria of Independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). There has been nochange in the circumstances which may affect their status as independent director duringthe year.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transaction with the Company other than sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theBoard/Committee of the Company.

During the year under review Ms. Megha Gupta Non-Executive Director of the Companytendered her resignation and Shri Vinay Gupta was appointed as Non-Executive Director ofthe Company w.e.f October 23 2020 and his appointment was subsequently approved by themembers through postal ballot resolutions passed on November 30 2020.

16. Number of meetings of the Board

The Board of directors met 6 (Six) times during the year under review. The details ofthe meetings of the Board are provided in the Corporate Governance Report which formspart of this report.

17. Performance evaluation

The Board of Directors has made formal annual evaluation of its own performance and aswell as of its committees and Individual Directors pursuant to the provisions of theCompanies Act 2013 and the corporate governance requirements as prescribed under theListing Regulations. Performance evaluation was made based on the criteria as prescribedby the Nomination and Remuneration Committee.

Performance of the Board was evaluated after seeking inputs from all the Directors onthe basis of the criteria such as adequacy of its composition and structure effectivenessof board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as composition of committeesterms of reference of committees effectiveness of the committee meetings participationof the members of the committee in the meetings etc.

The Board also carried out evaluation of the performance of Individual Directors on thebasis of criteria such as attendance and effective participation and contributions at themeetings of the Board and its committees exercise of his/ her duties with due andreasonable care skill and diligence etc. Further the independent directors evaluated theperformance of all non-independent directors.

After such evaluation the Board expressed its satisfaction over the performance of itscommittees and the Directors.

18. Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report and is also available on www.apollotricoat.com.

19. Internal Financial Controls

The Company has in place adequate internal financial controls as referred in Section134(5)(e) of the Companies Act 2013. For the year ended March 31 2021 the Board is ofthe opinion that the Company had sound Internal Financial Controls commensurate with thesize and nature of its operations and are operating effectively and no reportable materialweakness was observed in the system during the year.

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 and financialstatements of the Company. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board. The AuditCommittee engages in discussions with the internal auditors periodically and theobservations and suggestions of the auditors are suitably taken care of.

20. Audit committee

The details pertaining to the composition of the audit committee are included in theCorporate Governance Report which is a part of this report.

21. Auditors & Auditor's Report

A. Statutory Auditors

Pursuant to the provisions of section 139 of the companies act 2013 read with rulesmade thereunder as amended from time to time M/s Walker Chandiok and Co. LLP CharteredAccountants Delhi (FRN 001076N/N500013) were appointed as statutory Auditors of theCompany at the 38th Annual General Meeting held on September 29 2020 to holdthe office from the conclusion of the said annual general meeting until the conclusion ofthe 43rd Annual General Meeting to be held in the year 2025.

The report of the Statutory Auditors on the standalone financial statements for the FY2020-21 does not contain any qualification reservation or adverse remark requiring anyexplanation on the part of the Board. The observations given therein read with therelevant notes are self-explanatory.

There are no frauds reported by the Auditors under section 143(12) of the Act.

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 had on the recommendation of the Audit Committee approved the appointment ofM/s HMVN & Associates Cost Accountants (FRN: 000290) as the cost auditors of theCompany for the year ending March 31 2022.

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. The approval of the members is sought for the proposed remunerationpayable to the Cost Auditors for the Financial Year ended March 31 2022. M/s HMVN &Associates have vast experience in the field of cost audit and have been conducting theaudit of the cost records of the Company for the past several years. The Cost Audit Reportof the Company for the Financial Year ended March 31 2021 will be filed with the MCA. TheCompany has maintained accounts and records as specified under sub-section (1) of 148 ofthe Act.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors had appointed M/s Kuldeep Dahiya & Associates Company Secretaries inpractice as Secretarial Auditors to carry out the Secretarial Audit of the Company for thefinancial year 2020-21. The report given by them for the said financial year in theprescribed format is annexed to this report as Annexure 'A'. The Secretarial Audit Reportis selfexplanatory and does not contain any qualification reservation or adverse remark.

22. Loans Guarantees and Investments

The particulars of loans guarantees and Investments have been disclosed in the Notesto the Financial Statements.

23. Related Party Transactions

All the related party transactions (RPTs) entered during the financial year were on anarm's length basis and in the ordinary course of business. In compliance with applicableprovisions of the Act and Listing Regulations for the RPTs which are foreseen andrepetitive in nature omnibus approval of the Audit Committee is obtained at the beginningof the financial year as per the RPT policy of the Company. All the RPTs undertakenduring the year are disclosed in the Note No. 38 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. Further the Company did not undertakeany transaction falling within the purview of Section 188(1) of Companies Act 2013 andthus disclosure in Form AOC-2 is not applicable.

24. 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 ‘B'. 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 info@apollotricoat. com. The said information is available for inspection atthe Registered Office of the Company during working days of the Company upto the date ofthe ensuing AGM.

25. Vigil Mechanism

Your Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical behaviour. In line with the Apollo Tricoat Code of Conduct (ATCOC)any actual or potential violation howsoever insignificant or perceived as such would bea matter of serious concern for the Company. The role of the employees in pointing outsuch violations of the ATCOC cannot be undermined.

Pursuant to Section 177(9) of the Act a vigil mechanism was established for directorsand employees to report to the management instances of unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. The VigilMechanism provides a mechanism for employees of the Company to approach the VigilanceOfficers/Chairman of the Audit Committee of the Company for redressal.

The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website ofthe Company and may be accessed at the link: http://www.apollotricoat.com/pdfs/Vigil-Mechanism-Policy.pdf.

During the year under review no employee was denied access to the Chairman of theAudit Committee. No complaints were received under Vigil Mechanism & Whistle BlowerPolicy during the financial year 2020-21.

26. Directors Responsibility Statement

Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that:

I. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

II. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

III. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

IV. they have prepared the annual accounts on a going concern basis;

V. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

VI. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

27. Corporate Social Responsibility

In compliance with the requirement of Section 135 of the Companies Act 2013 yourCompany has constituted a Corporate Social Responsibility Committee. The Corporate SocialResponsibility Committee comprises of Shri Anil Kumar Bansai as Chairman and Shri. RahulGupta Ms. Neeru Abroi as its other members. The Company has framed its Corporate SocialResponsibility (CSR) policy for development of programmes and projects for the benefit ofweaker sections of the society and the same has been approved by Corporate SocialResponsibility Committee (CSR Committee) and the Board of Directors of the Company. TheCorporate Social Responsibility (CSR) policy of the Company provides a road map for itsCSR activities.

During the year under review the Company has made contribution of Rs.49 Lakhs forvarious CSR purposes in compliance to the provisions of Companies Act 2013 relating toCorporate Social Responsibility.

The Annual Report on CSR activities is annexed herewith as Annexure ‘C'.

Subsequent to the year end the CSR policy is being amended in line with the latestamendments notified by the Ministry of Corporate Affairs on January 22 2021 throughCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021. The CSR Policyhas been uploaded on the Company's website and may be accessed at the link:https://apoiiotricoat.com/ investors/policies.

28. Conservation of energy technology absorption 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 as Annexure'D' forming part of this Report.

29. Disclosure as per Sexual Harassment of women at workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has zero tolerance for sexual harassment at the work place and has adopteda policy on prevention prohibition and redressal of sexual harassment in line with theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressai) Act 2013 and the Rules thereunder for prevention and redressai of complaintsof sexual harassment at workplace.

Internal Complaints Committee (ICC) is in place for aii administrative units or officesof Apoiio Tricoat to redress complaints received regarding sexual harassment.

Summary of sexual harassment issues raised attended and dispensed during FY 2020-21:

No. of Cases pending at the beginning of the financial year : Nil
No. of complaints received : Nil
No. of complaints disposed of : NA
No. of cases pending for more than 90 days : NA

30. Committees of The Board

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. As on March 31 2021 following statutory Committeesconstituted by the Board function according to their respective roles and defined scope:

Audit Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Stakeholders Relationship Committee

Risk Management Committee

Finance Committee

Details of composition terms of reference and number of meetings held for respectivecommittees and other relevant details are given in the Report on Corporate Governancewhich forms a part of this Report.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

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).

32. 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. Change in the nature of business of the Company.

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. Reporting of fraud by Auditors

f. Details in respect of frauds reported by auditors under sub-section (12) of section143 other than those which are reportable to the Central Government

g. The details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year alongwith their status as at the end ofthe financial year.

h. The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof

33. 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 is annexed tothis report (Annexure 'E').

The Corporate Governance Report which forms part of this report also covers thefollowing:

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 own performance and that of its Committees andindividual Directors.

d) The details with respect to composition of Audit Committee.

e) Details regarding Risk Management

34. Acknowledgements

The Directors thank the Company's employees customers vendors and investors for theircontinuous support.

The Directors also thank the Government of India Governments of various states inIndia Governments of various countries and concerned Government departments and agenciesfor their co-operation. The Directors appreciate and value the contribution made by everymember of the Apollo Tricoat family.

By the order of the Board
Date: May 3 2021 Rahul Gupta
Place: Ghaziabad Managing Director

.