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Gujarat Apollo Industries Ltd.

BSE: 522217 | NSE: GUJAPOLLO |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE826C01016 | SECTOR: Engineering - Heavy

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30-Day
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  • Bid Price (Qty.)

    239.05 (10)

  • Offer Price (Qty.)

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Sep 18, 14:01
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10-Day
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30-Day
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24,213
  • Prev. Close

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  • Open Price

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  • Bid Price (Qty.)

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  • Offer Price (Qty.)

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

Dear Members,

The Directors have pleasure in presenting the Thirty-First Annual Report for the year ended 31st March, 2018.

FINANCIAL PERFORMANCE:

(Rs. in Lakhs)

FY 2017-18

FY 2016-17

Revenue from Operations

6,838.75

6,754.90

Add: Other Income

2,839.10

3,228.45

Total Revenue

9,677.85

9,983.35

Total Expenditure

7,647.13

8,375.64

Earnings before Interest, Tax, Depreciation & Amortization

2,030.72

1,607.71

Less: Finance Cost

150.74

590.77

Less: Depreciation and Amortization Expenses

240.22

236.92

Profit before exceptional items & tax

1,639.76

780.02

Exceptional Items being

- Provision / Loss on Sale of Investment in Subsidiary Co

-

-

- Provision for Bad Debts / Loan in Subsidiary Co.

-

-

Profit before tax

1,639.76

780.02

Tax Expense

(602.94)

226.87

Profit After Tax

1,036.82

1,006.89

Add: Profit & LossAccount Balance B/F

8,420.05

7,344.27

Amount available for proposed Appropriations

9,456.87

8,420.05

Proposed Dividend (Refer Not on dividend)

Transfer to General Reserve

Provision for tax on dividend

(0.32)

-

Closing balance

9,456.55

8,420.05

OPERATIONAL REVIEW:

Standalone

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes.

During the year under review, the Company had a standalone revenue from operations of Rs.6,838.75 Lakhs (previous year Rs.6,754.90). Total earning before depreciation and finance cost was Rs. 2,030.72 Lakhs against 1,607.71 Lakhs in the previous year. The Company''s Profit before exceptional items and tax was Rs. 1,639.76 Lakhs which was Rs. 780.02 in the Previous Year. The Company had Net Profit of Rs. 1,036.82 during current year (Previous year Profit Rs. 1,006.89). The Basic and Diluted EPS of the Company for FY 2017-18 is Rs.8.19 and 7.98 respectively.

Consolidated

During the year under review, the Company had consolidated revenue of Rs.6,844.05 Lakhs (previous year Rs. 6,756.95). The Company''s Consolidated net profit after tax stood at Rs. 2,570.37 Lakhs, after considering the exceptional item of Rs. 170.06 Lakhs (Previous year Rs. 1,459.32 Lakhs).

For detailed analysis of the performance, please refer to the Management''s Discussion and Analysis Section of the Annual Report.

BUYBACK OF EQUITY SHARES:

The Company had initiated Buy-Back of Equity shares from the owners/beneficial owners of the Equity Shares, other than the promoters and persons acting in concert, from the Open Market through the Stock Exchange mechanism using the electronic trading facilities of BSE Limited and The National Stock Exchange of India Limited (“Stock Exchanges”) at a price not exceeding Rs. 189/- per Equity Share payable in cash for an aggregate amount not exceeding Rs. 24 Crore (excluding the Transaction Costs). The Company has bought back 9,98,085 Equity Shares utilizing a total of Rs. 17.86 Crore (excluding Transaction Costs) and the offer closed on September 25, 2017.

AMOUNT TRANSFERRED TO RESERVES IF ANY:

No amount was transferred to reserves during the year under review.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 3/- per share on Post Buy-Back Equity Shares of the Company as on the date of closure of register of members..

CHANGE IN NATURE OF BUSINESS:

No change in the nature of Business of the Company during the period under review.

DEPOSITS:

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. There is no overdue deposit as on 31st March, 2018.

CONSOLIDATED ACCOUNTS:

As required under the Listing Regulations entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards- 21 (AS - 21) read with AS-23 on the Accounting for investment in Associates and AS - 27 on financial reporting of interests in Joint Ventures.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-

The Company has following Subsidiaries and Associate companies:

Sr.No

Name of the Subsidiary/JV/Associate

Nature

Business

1.

AEML Investments Limited

(Formerly known as Apollo Earthmovers Limited)

Subsidiary

Equipment Manufacturing and NBFC Activity

2.

Apollo FBC Crushing Equipments Limited

Subsidiary

Equipment Manufacturing

3.

Credo Mineral Industries Limited

Associate

Mining & Processing

Further, a statement containing salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as “Annexure-A” to the Board''s Report. The statement also provides the details of performances, financial position of each of the subsidiaries.

The Company does not have any Joint Venture.

CORPORATE GOVERNANCE:-

A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) forms part of the Director''s Report.

AUDIT COMMITTEE:-

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Listing Regulations, the Management Discussion and Analysis, is appended to this report.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-

1. Resignation / Cessation

The Board in extreme grief mourned the sad, sudden and untimely demise of Shri Anilkumar T. Patel, Promoter, Non-Executive, Non Independent Director of the Company, whose noble soul departed for heavenly abode on Thursday, February 08, 2018.

The Board Directors placed on record its appreciation and gratitude for the tremendous service and astute guidance rendered by Shri Anilkumar T. Patel as a Director of the Company from the time of his appointment until his death. In his demise the Board has suffered an irreparable loss and society has lost a great philanthropist, humanitarian, businessman and above all a noble and enlightened soul.

During the year under review, none of the Directors or KMPs resigned from the Company.

2. Appointments

During the year under review, none of the Directors or KMPs was appointed.

3. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Asit A. Patel and Mr. Anand A. Patel who retires by rotation and being eligible offers themselves for re-appointment.

There being no other changes in directorship or KMPs of the Company during the year under review.

The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 (“Act”), and based on the representations received from the operating management, the Directors hereby confirm:

- that in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and that no material departures have been made from the same.

- that they had 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 at the end of the Financial Year and of the profit or loss of the Company for that period.

- that they had 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.

- that they had prepared the Annual Accounts on a going concern basis.

- that the Company had adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

- that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:-

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

BOARD MEETINGS:-

The Board of Directors duly met 7 (Seven) times respectively on 13.04.2017, 30.05.2017, 10.08.2017, 29.08.2017, 19.09.2017, 12.12.2017 and 13.02.2018 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

BOARD EVALUATION:-

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of executive/ nonexecutive/ independent directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board and results ofthe evaluation is satisfactory and adequate and meets the requirements. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the Financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company''s policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors. The Remuneration Policy is stated in the Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure B”.

EXTRACT OF ANNUAL RETURN:-

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure C”.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also posted on the website of company i.e. http://www.apollo.co.in

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints regarding sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.

CORPORATE SOCIAL RESPONSIBILITY:-

During the current year Company was not required to spend any amount towards the CSR activities as the average of last three years profits was negative due to loss incurred. However, a brief outline of the company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs is available on the Company''s website www.apollo.co.in for reference. Further the report on CSR activities pursuant to clause (o) sub-section (3) of section 134 of The Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014 is in Annexure D to this report.

STATUTORY AUDITORS:-

M/s. DJNV & Co., Chartered Accountants statutory auditors of the Company, were appointed as statutory auditors of the Company for a period of five years from the financial year 2015-16 till the financial year 2019-20 and the same was subject to ratification by members at every AGM.

However, the Ministry of Corporate Affairs vide its Notification dated 7th May, 2018, has dispensed with the requirement of ratification of Auditor''s appointment by the shareholders, every year. Hence, approval of the Members for the ratification of Auditor''s appointment is not being sought at the ensuing Annual General Meeting and M/s. DJNV & Co., Chartered Accountants, will continue to act as auditors of the Company till financial year 2019-20.

COMMENTS ON AUDITORS’ REPORT:-

There is no adverse comment in the Auditors'' Report which requires any further explanation.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashish Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2017-18. The Secretarial Audit Report is appended to this report as “Annexure E”.

COMMENTS ON SECRETARIAL AUDITORS’ REPORT:-

There is no adverse comment in the Secretarial Auditors'' Report which requires any further explanation.

COST AUDITORS AND COST RECORD:-

Your Company was not required to appoint cost auditor of the Company for FY 2017-18. The Company has maintained the cost records as per the provisions of Section 148 of the Companies Act, 2013 and the rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS (RPT):-

During the period under review there were transactions with related parties as defined under Section 188 of the Companies Act, 2013. Details of the same are annexed in “Annexure F” and forming part of this report.

INTERNAL CONTROL SYSTEMS:-

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

PARTICULARS OF EMPLOYEES:-

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

This cannot be ascertained as the Directors do not draw any Remuneration.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year.

Percentage Increase in Remuneration for FY 2017-18

MD/CEO

NIL

CFO

3.73%

CS

2.22%

c. The percentage increase in the median of employees in the financial year:-20.5%

d. The number of permanent employees on the rolls of the Company: 76 Nos.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average percentile increase made in salaries of employees is 19.39% while that of KMP is 3.73%

f. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Amt. Rs. In Lakhs

KMP

Other than KMP

Remuneration in FY 18

18.37

283.11

Revenue

9,677.85

9,677.85

Remuneration as % of revenue

0.19%

2.93%

Profit before Tax (PBT)

1,639.76

1,639.76

Remuneration (as % of PBT)

1.11

17.27

g. Affirmation that the remuneration is as per the remuneration policy of the company The Company affirms remuneration as per the remuneration policy of the Company.

The company does not have any employee covered under the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014.

RISK MANAGEMENT:-

The Company had a Risk Management Committee with defined role and responsibilities. During the year under review, the Committee was constituted in the compliance of requirement listing regulations. The details of the same are forming part of the Corporate Governance Report

EQUAL OPPORTUNITY EMPLOYER:-

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on “Prevention of Sexual Harassment” at the workplace in line with provisions of the Sexual Harassment of women at Workplace (prevention, prohibition and redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. All the employees are treated with dignity with a view to maintain a work environment free from harassment whether physical, verbal or psychological. There were no cases reported under the said Policy during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the ends of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company''s operations in future.

INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained co-ordial and harmonious during the year and management received full cooperation from employees.

CAUTIONARY STATEMENT:-

Statements in the Boards'' Report and the Management Discussion and Analysis describing the Company''s objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company''s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continuous support and cooperation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciates overwhelming cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Asit A. Patel Anand A. Patel

Dated: 11th August, 2018 Managing Director Director

DIN:00093332 DIN:00002277

Director’s Report