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Directors Report of APL Apollo Tubes Ltd.

Mar 31, 2016

TO THE MEMBERS OF APL APOLLO TUBES LIMITED

The Directors have pleasure in presenting the Thirty First Annual Report on the business and operations of your Company together with the Standalone and Consolidated Audited Financial Statements for the year ended 31 March, 2016.

Financial Performance:

The Company''s Financial performance for the year under audit along with the previous year''s figures are given hereunder:-

(Rs, in crore)

Particulars

Consolidated

Standalone

FY 2015-16

FY 2014-15

FY 2015-16

FY 2014-15

Gross sales

4,656.36

3,481.73

3,213.83

2,301.37

Less : Excise duty and cess

442.77

343.46

218.23

200.80

Net sales / Income from operations

4,213.59

3,138.27

2,995.60

2,100.57

Operating EBIDTA

281.66

181.62

112.87

93.75

Add : Other income

10.27

4.51

21.62

12.65

Less : Finance cost

69.51

66.44

48.73

50.16

Less : Depreciation and amortization

34.10

22.01

18.67

12.01

Profit before exceptional items and tax

188.32

97.67

67.09

44.23

Less : Exceptional items

25.33

-

25.33

-

Profit before tax (PBT)

163.00

97.67

41.76

44.23

Less : Tax expense

62.42

33.92

10.93

12.78

Profit after Tax for the year (PAT)

100.57

63.75

30.83

31.45

Add : Balance in statement of profit and loss

257.27

216.89

105.99

94.69

Profit available for Appropriation

357.84

280.64

136.82

126.14

Transfer to General Reserve

0.50

6.50

0.50

5.00

Transfer to Debenture redemption reserve

18.75

-

18.75

-

Proposed dividend on Equity Shares

23.44

14.06

23.44

14.06

Tax on dividends

4.68

2.81

1.98

1.09

Balance Carried over to Balance Sheet

310.47

257.27

92.16

105.99

The company''s consolidated gross turnover in financial year 2015-2016 increased by 34% from RS, 3,481.73 crore to RS, 4,656.36 crore mainly because of our customized products across all the users. The EBIDTA has been significantly increased by 57% from RS, 186 crore to RS, 292 crore for the year under audit. The net profit of the Company has also increased by 58% from RS, 64 crore to RS, 101 crore for the year under audit.

DIVIDEND

The Board has, subject to the approval of the members at the ensuing Annual General Meeting, recommended dividend of RS, 10/- (100%) per fully paid-up equity share of RS, 10/- each of the Company for the year ended 31 March, 2016 as against RS, 6/- (60%) for the previous year.

TRANSFER TO RESERVES

The company proposes to transfer RS, 0.5 crore to the General Reserve out of amount available for appropriations and an amount of RS, 92.16 crore, standalone basis proposed to be retained in the Statement of Profit and Loss during the financial year 2015-16.

OVERVIEW

The global economy as well as Indian economy during the current financial year remained subdued and witnessed overall fall in demand, slow down and uneven recovery across advanced and emerging markets. The Government has taken several initiatives and measures for development to improve the economic conditions of the country but due to poor monsoons, disappointing manufacturing output and growing NPAs and stressed assets among others has kept the economy under stress. However, the performance of the company is not much affected and it managed to achieve the targets through innovative designed products and increasing its production capacity. The Company has set the vision 2020 for achieving the capacity up to 2.5 millions MTPA including installation and commissioning of new machineries based on HSU technology. The road map of development will take shape in the coming years, consequent to the implementation of government projects and other initiatives undertaken for growth. The strategy and steps taken by the Company in designing new products in steel tubes and pipes segment by innovative means has succeeded in a big way with the production and launch by the Company for the first time in India and other new products like window / door frames designed and patented by the company will boost the sales of the company as demand for these products is expected to grow significantly in rural and semi-urban areas of the country. The Company focused on reducing cost of raw materials by procuring through imports, improving efficiencies, reducing cost of borrowings, increasing penetration particularly in Tier II cities, developing new product sizes, finding new markets etc. Due to various other measures taken by the Company, it has maintained steady in its operations.

The company has increased its capacities by adding new mills and adopting latest technologies across all the plants. To create demands for all diversified products the Company is focusing on creation and spreading of Company''s popular Brand APL Apollo across the targeted markets. With this the Company expects to maintain the growth momentum and improve margins.

OPERATIONS

During the financial year 2015-16, the Company has achieved the highest ever volume once again and break its previous volume, despite the adverse conditions across the globe. The Company is focusing on the products of new designed and gradually the positive response is witnessing in its sales. The continued focus on brand image exercise and extending the geographical reach to the end-users, strengthened our presence in Tier II and Tier III cities either via own warehouse cum branches or through dealer-distribution network. The dealer-distribution network increased significantly to 600. This along with warehouses will help the Company to meet the increasing demand for our products, across various industrial applications.

The effective steps towards measures to enhance cost efficiency across the verticals, innovative approach in production and distribution of the products helped the Company to control the manufacturing, selling and distribution cost.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. The audited Consolidated Financial Statements and the Auditor''s Report thereon form part of this annual report.

PROJECTS AND EXPANSION PLANS

Project commissioned during financial year 2015-16 and New Projects in the upcoming years

New 5 lines commissioned during the year across all existing plant thereby enhancing the capacity from 10.50 lacs TPA to 13 lacs TPA.

Setting up a new plant in Raipur with 3.25 lacs TPA including HSU technology for making our presence Pan India.

Ordered 8 lines of new HSU technology mills that will add over 5 lacs TPA at the existing sites and Raipur in this year.

SUBSIDIARIES COMPANIES, JOINT VENTURES & ENTERPRISES OVER WHICH SUBSIDIARIES, KEY MANAGERIAL PERSONNEL & RELATIVE OF KMP EXERCISES SIGNIFICANT INFLUENCE

The Company has three wholly-owned subsidiaries and five Enterprises over which Subsidiaries, Key Managerial Personnel & Relative of KMP exercises significant influence as on 31 March, 2016.

No subsidiaries were acquired/formed during the year.

A. Wholly Owned Subsidiaries

1. M/s Shri Lakshmi Metal Undying Limited (SLMUL)

Shri Lakshmi Metal Udyog Limited is a wholly owned subsidiary of the Company acquired on 28 April, 2008. The turnover of the Company during financial year 2015-16 stood at Rs. 457.39 crore. The profit before tax was Rs. 57.24 crore in the financial year 2015-16 as compared to Rs. 24.59 crore in the financial year 2014-15. The profit after tax stood at Rs. 35.43 crore in the financial year 2015-16 as compared to Rs. 16.50 crore in the financial year 2014-15.

2. M/s Lloyds Line Pipes Limited (LLPL)

Lloyds Line Pipes Limited is a wholly owned subsidiary of the Company acquired on 11 November, 2010. The turnover of the Company during financial year 2015-16 stood at Rs. 879.02 crore. The profit before tax was Rs. 49.55 crore in financial year 2015-16 as compared to Rs. 25.75 crore in financial year 2014-15. The profit after tax stood at Rs. 31.29 crore in financial year 2015-16 as compared to Rs. 17.19 crore in financial year 2014-15.

3. M/s Apollo Metalex Private Limited (AMPL)

APL Apollo Tubes Limited acquired 100% stake in Apollo Metalex Private Limited on 15 June, 2007. The turnover of The Company during the financial year 2015-16 stood at Rs. 580.95 crore. The profit before tax Rs. 27.91 crore in financial year 2015-16 as compared to Rs. 12.94 crore in financial year 2014-15. The profit after tax stood at Rs. 16.47 crore in financial year 2015-16 as compared to Rs. 8.46 crore in financial year 2014-15.

B. Enterprises over which Subsidiaries, Key Managerial Personnel & Relative of KMP exercises significant influence

- M/s Apollo Pipes Limited

- M/s V S Exim Private Limited

- APL Infrastructure Private Ltd

- Assawa Associates Private Limited

- SMT Finance and Investment Limited

A report on the performance and financial position of each of the subsidiaries and associates companies as per the Companies Act, 2013 is provided as Annexure "C" to the Consolidated Financial Statements and hence not repeated for the sake of brevity.

During the financial year 2015-16, the Board of Directors in its Meeting held on 13 June, 2015 has also approved the Scheme of Amalgamation of Lloyds Line Pipes Limited (wholly owned subsidiary) with the

Company to enable consolidation and further expansion of the Company.

Your Company has since filed a petition with the Hon''ble High Court of Delhi, for its approval to the said amalgamation of the Company with Lloyds Line Pipes Limited (wholly owned subsidiary) and same is pending with the Court. The company is hopeful to get the approval of High Court and other requisite approvals will be obtained by the end of September, 2016.

Your Directors believe that the amalgamation would achieve economies of scale, and other operational synergies which would result in the optimization of operation and capital expenditure and lead to increased competitive strength, cost reduction and efficiencies, productivity gains by pooling the financial, managerial and technical resources, personnel capabilities, skill expertise and technologies of both the Companies.

The audited financial statement and related information of the subsidiaries, where applicable, will be available for inspection during regular business hours at the Company''s Corporate Office at 36, Kaushambi, Near Anand Vihar Terminal, Ghaziabad, Uttar Pradesh-201010 and the same are also available at our website i.e. www.aplapollo.com as prescribed in Section 136 of the Companies Act, 2013.

RISK MANAGEMENT

The Company has in place of mechanism to identify access, monitor and mitigate various risks to business key objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meeting of the Board of Directors of the Company.

The board has adopted formal Risk Management Policy for the Company 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 keys to the business objectives.

The Risk Management Policy has been uploaded on the Company''s website and may be accessed at the link:

http://www.aplapollo.com/pdf/rmp.pdf

INTERNAL CONTROL, AUDIT AND INTERNAL FINANCIAL CONTROL

OVERVIEW

A robust system of internal control, commensurate with the size and nature of its business forms an integral part of the Company''s governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control commensurate with the size and nature of its business, internal control system are integral to Company''s Corporate Governance framework. Some significant features of internal control system are:

Adequate documentation of policies, guidelines authorities and approval procedures covering all the important functions of the Company.

- Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

- De-risking the Company''s assets/resources and protecting them from any risks.

- Ensuring the integrity of the accounting system; proper and authorized recording and reporting of all transactions.

- Preparation and monitoring of annual budgets for all operating and service functions.

- Ensuring reliability of all financial and operational information.

- Audit Committee of the Company, comprising of Independent Directors. The Committee regularly reviewing audit plans, significant audit findings, adequacy of Internal Controls, Compliance with Accounting Standards, etc.

- Comprehensive Information Security Policy and Continuous updation of IT systems.

The Internal Control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as enhanced control consciousness.

INTERNAL AUDIT

The Company has an internal audit function that inculcates global best standards and practices. The Company has strong internal audit department reporting to Audit Committee.

AUDIT PLAN AND EXECUTION

Internal Audit department prepares a risk based Audit plan. The frequency of audit is decided by risk rating of areas/functions. The audit plan is reviewed periodically to include areas which have assumed significant importance in line with the regulatory changes, emerging industry trends and value of the transactions. The audit is based on an internal audit plan, which is reviewed this year in consultation with the audit committee. The Internal Audit team develops an annual audit plan based on the risk profile of the business activities. The Internal Audit plan is approved by the Audit Committee, which also reviews compliance to the plan.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee.

INTERNAL FINANCIAL CONTROL

As per Section 134(5) (e) of the Companies Act, 2013 the Directors have an overall responsibility for assuring that the Company has implemented robust systems and framework of Internal Financial Controls.

The Company has successfully laid down the framework and ensured its effectiveness. APL''s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies.

APL has a well-defined delegation of power with authority limits for approving revenue as well as expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down. It has continued its efforts to align all its processes and controls with global best practices.

Our management assessed the effectiveness of the Company''s internal control over financial reporting (as defined in Clause 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as of 31 March, 2016. The assessment involved self review, peer review and external audit.

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets statutory auditors of the Company periodically to, inter alia, ascertain their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically.

Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18 of SEBI Regulations 2015), the audit committee has concluded that, as of 31 March, 2016, internal financial controls of the Company were adequate and operating effectively.

CREDIT RATING

The Company''s borrowings enjoy the following credit ratings:

Nature of Borrowing

CARE

ICRA

Long term bank Loans

-

[ICRA] A

Short Term

-

[ICRA] A1

Commercial Papers

-

[ICRA] A1 & ICRA A1 [SO]

NCDs

CARE A

-

Your Company has obtained upgraded rating from M/s ICRA Limited and further obtained rating for the Non-Convertible Debentures for the first time during the year with stable outlook.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under audit, as stipulated under Regulation 34 and 53 of the SEBI (Listing Obligations and Disclosures Requirements), Regulations 2015 is presented in a separate section forming part of the Annual Report.

FIXED DEPOSITS

Your Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Therefore, company is not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

SHARE CAPITAL

There was no change in the Company''s share capital during the year under audit. The Company''s paid up equity share capital remained at Rs. 234,386,360 comprising of 23,438,636 equity shares of Rs. 10/- each. The company has not issued shares with differential voting rights nor sweat equity or bonus shares.

Your Company has established share incentive schemes APL Apollo Employees Stock Option Plan pursuant to which options to acquire shares have been granted to eligible employees of the Company and its subsidiaries. During the year, stock options have been granted to the employees of the Company and its subsidiaries. On exercise of the options so granted, the paid-up equity share capital of the Company will increase in terms of the Stock Option Plans mentioned above. The details of stock options granted by the Company are disclosed in compliance with Regulation 14 of Securities and Exchange Board of India (Share Based Employee Regulations), 2014 is placed on the Website of the Company at www.aplapollo.com.

NON-CONVERTIBLE DEBENTURES

During the period under audit, your Company issued fully secured, listed, redeemable, Non-convertible debentures (the "Debentures") amounting to Rs. 75 crore on a Private Placement basis. The outstanding balance of Debentures as on 31 March, 2016 amounts to Rs. 75 crore. The proceeds of the aforesaid issue were utilized for general corporate purposes.

Debenture Trust Agreement in favor of HDFC Trustee Co. Limited for the aforesaid issue was executed.

The Company''s NCDs have been assigned the rating of CARE A by Credit Analysis and Research Limited (CARE).

COMMERCIAL PAPERS

The Commercial Paper Program of your Company has been rated by M/s ICRA Limited and is assigned the rating of [ICRA] A1 & [ICRA] A1 [SO] for Rs. 70 crore and Rs. 130 crore respectively. During the year under audit, Commercial Papers outstanding amount stood at Rs. 25 crore.

CORPORATE GOVERNANCE

At APL Apollo, we ensure that we evolve and follow the corporate governance guidelines and best practices sincerely to not just boost long-term shareholder value, but to also respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (Listing Regulations) and Clause 49 of the erstwhile Listing Agreement regarding the Corporate Governance Report and the Auditors'' Certificate regarding compliance of conditions of Corporate Governance are annexed to this report (Annexure H).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Articles of Association of the Company, Shri Vinay Gupta (DIN: 00005149) will retire at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for reappointment. The profile and particulars of experience, attributes and skills that qualify Shri Vinay Gupta for the Board membership is disclosed in the notice convening the AGM. The Board recommends and seeks your support in confirming Shri Vinay Gupta''s reappointment.

Cessation

Shri Sameer Gupta (DIN: 00005209), ceased to be Director of the Company effective from 30 May, 2016. The Directors place on record their appreciation towards Shri Sameer Gupta''s contribution during the tenure as a Director of the Company.

Appointment

Shri Romi Sehgal (DIN: 03320454) who was appointed as an Additional Director of the Company by the Board of

Directors with effect from 13 August, 2016 in terms of Section 161 of the Companies Act, 2013 and in terms of Articles of Association of the Company, holds office until the date of ensuing Annual General Meeting. Your Company has received a notice under Section 160 of the Companies Act, 2013 from a shareholder of your Company, signifying his intention to propose the name of Shri Romi Sehgal, for appointment as a Director of your Company.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are - Shri Sanjay Gupta (Chairman), Shri Ashok Kumar Gupta (Managing Director), Shri Deepak Goyal (Chief Financial Officer) and Shri Adhish Swaroop (Company Secretary). During the year, there has been no change in the key managerial personnel.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board.

The current policy is to have a balance mix of executive and non-executive Independent Directors to maintain the Independence of the Board, and separate its function of governance and management. As at 31 March, 2016, the Board of Directors comprises of 8 Directors of which

4 are non-executive including 1 women Director. The number of Independent Directors is 4, which is one half of the total numbers of Directors.

The Policy of the Company on Directors appointment including criteria for determining qualifications, positive attributes, independence of Directors and other matters as required under Section 178 of Companies Act 2013 is governed by Nomination Policy read with Company''s policy on appointment/reappointment of Independent Directors. The remuneration paid to the Directors is in accordance with the remuneration policy of the Company.

COMPENSATION POLICY FOR THE BOARD AND SENIOR MNAGEMENT

Based on the recommendations of NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel (KMP) and all other employees of the Company. As part of the policy, the Company strives to ensure that:

i the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

iii. remuneration to Directors, KMP and Senior Management involves a balance between fixed and incentive pay, reflecting short, medium and long-term performance objectives appropriate to the working of the Company and its goals.

During the year, there have been no changes to the policy. Hence, the same is not annexed to this report, but is available on our website www.aplapollo.com.

DECLARATION BY INDEPENDENT DIRECTOR(S):

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

BOARD EVALUATION & CRITERIA FOR EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements, Regulations), 2015 ("SEBI Listing Regulations").

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors. The Board, through NRC, sought the feedback of Directors on various parameters such as:

Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning etc.);

The structure, composition and role clarity of the Board and Committees;

- Extent of co-ordination and cohesiveness between the Board and its Committees;

- Effectiveness of the deliberations and process management;

- Board/Committee culture and dynamics; and

- Quality of relationship between Board Members and the Management.

The Chairman of the Board had one-on-one meeting with the Independent Directors and the Chairman of NRC had one-on-one meeting with the Executive and Non-Executive Directors. These meeting were intended to obtain Directors'' inputs on effectiveness of the Board/Committee processes.

The Board considered and discussed the inputs received from the Directors. Also, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and that of Non-Executive Directors. The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company, the cohesiveness that exists amongst the Board Members, the two-way candid communication between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities. In the coming year, the Board intends to enhance its focus on the strategic plan for portfolio restructuring, risk management, policy advocacy and regulatory affairs, environmental matters including sustainability (particularly on aspects such as emissions and climate change) and succession planning for the Board.

AUDITORS AND AUDITORS'' REPORT

A. Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants, Gurgaon, (FRN117366W/W-100018), who are statutory auditors of the Company, hold office until the conclusion of ensuing AGM and are eligible for re-appointment. Members of the Company at the AGM held on 28 August, 2015 had approved the appointment of Deloitte Haskins & Sells LLP as the statutory auditors for a period of five years i.e. up to 35th AGM of the Company.

As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM.

B. Cost Auditors

Pursuant to the provisions of Section 148(2) of the Companies Act, 2013 read with Companies (Cost Records and Audit), Amendment Rules, 2014, required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the re-appointment of M/s R.J. Goel & Co., Cost Accountants, (Registration No.000026) as the Cost Auditors of the Company for the year ending 31 March, 2017. The remuneration proposed to be paid to the Cost Auditor requires ratification in terms of Section 148 read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014 and is accordingly forms part of the notice convening the AGM.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/s Anjali Yadav & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended 31 March, 2016 is annexed herewith marked as Annexure E to this Report. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark.

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all Related Party Transactions (RPT) that were entered into during the financial year were on arm''s length basis and in ordinary course of business. There were no material related party transactions entered during the financial year 2015-16.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contracts or arrangements in Form AOC-2 form part of the report (Annexure D).

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link:

http://www.aplapollo.com/pdf/rpt-policy.pdf

The Policy intends to ensure that proper reporting, approval and disclosure process are in place for all transactions between the Company and related parties. All related party transaction are placed before the Audit Committee for review and approval.

Your Directors draw attention of the members to Note 29.3 to the Financial Statement which sets out related party disclosures.

EMPLOYEE STOCK OPTION PLAN (ESOP)

The board of directors of the company at its meeting held on 13 June, 2015 formulated the APL Apollo Tubes Limited - Employees Stock Option Scheme-2015 ("ESOS Plan") with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company which will reflect their efforts in building the growth and the profitability of the Company. More than being a compensation element, the plan will have a strategic significance and will act as a key enable to achieve long-term business objectives.

At the said meeting, the board authorized the Nomination and Remuneration Committee of the APL Apollo Tubes Limited for the superintendence of the ESOS Plan.

Grant of stock options under the ESOS plan shall be as per the terms and conditions as may be decided by the Board/Committee from time to time in accordance with the provisions of Companies Act, 2013 the rules made there under and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("ESOS Regulations").

Under the provisions of the Companies Act, 2013 and the ESOS Regulations, approval of the members by way of a special resolution vide a postal Ballot was obtained on 27 July, 2015 and 22 December, 2015 for the ESOS plan involving issue of shares to the employees of the Company and its subsidiaries.

A total of 750,000 options would be available for grant to the eligible employees of the Company and its subsidiaries and total of 724,000 options would be available for grant to the eligible employees of the Company and its Subsidiaries, under the ESOS plan.

724,000 options have been granted under this plan by the Committee in its meeting held on 28 July, 2015 under the 1st Grant to the eligible employees of the Company and its subsidiaries.

The applicable disclosures relating to the APL Apollo Tubes Limited - ESOS Scheme -2015 as stipulated under the ESOS Regulations pertaining to the year ended 31 March, 2016 are hosted on the website of the Company at www.aplapollo.com.

The ESOS plan are in compliance with the ESOS Regulations and the Certificate from Statutory Auditor of the Company certifying that the Company''s stock option plans are being implemented in accordance with the ESOS Regulations and the resolution passed by the Members would be placed at the Annual General Meeting for inspection by Members.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 134 sub-section 3(c) and sub-section 5 of the Companies Act, 2013, your Directors to the best of their knowledge hereby state and confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as at 31 March, 2016 and of the Company''s profit for the year ended on that date.

c. Proper and sufficient care has been taken 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.

d. The annual financial statements have been prepared

on a going concern basis.

e. The internal financial controls were laid down to be followed that and such internal financial controls were adequate and were operating effectively.

f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with the provisions of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) policy for development of programmes and projects for the benefit of weaker sections of the society and the same has been approved by Corporate Social Responsibility Committee (CSR Committee) and the Board of Directors of the Company. The Corporate Social Responsibility (CSR) policy of the Company provides a road map for its CSR activities.

During the subsequent year, the Company has made contribution of Rs. 1.01 crore to Prime Minister''s National Relief Fund for Education of Poor Children, Rs. 0.11 crore to World Hope Foundation and 0.015 crore to U.P. Science Centre, Jhansi, in compliance to the provisions of Companies Act, 2013 relating to Corporate Social Responsibility.

The Annual Report on CSR activities is annexed herewith as Annexure B.

The CSR Policy has been uploaded on the Company''s website and may be accessed at the link: http://www.aplapollo.com/pdf/csr-policy.pdf

LISTING AGREEMENT

During the year, SEBI notified the Listing Regulations and the same were effective from 1 December, 2015. The Listing Regulations aim to consolidate and streamline the provisions of the erstwhile listing agreement for different segments of capital markets to ensure better enforceability. In terms of the Listing Regulations, all listed entities were required to enter into a new listing agreement with the stock exchanges. In compliance with the requirement, we on 15 February, 2016, executed the listing agreement with the BSE Limited and the National Stock Exchange of India Limited.

DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2015-16, 7 (Seven) Board Meetings were convened and held details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement.

AUDIT COMMITTEE

The Audit Committee comprises of four Directors, of which three are Non-Executive and Independent Directors. Shri Anil Kumar Bansal, Non-Executive Independent Director, is the Chairman of the Audit Committee. Members possess the adequate knowledge of Accounts, Audit and Finance, etc. The Composition of the Committee meets the requirement as per Section 177 of the Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement.

There are no recommendations of the Audit Committee which have not been accepted by the Board.

EXTRACT OF THE ANNUAL RETURN

In accordance with the provisions of Section 134 (3(a) of the Companies Act, 2013, the extract of the Annual Return in Form no. MGT-9 is annexed hereto as Annexure-"A" and forms part of this report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

In compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements)

Regulations, 2015, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behavior, 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 Company''s website and may be accessed at the link:

http://www.aplapollo.com/pdf/whistle-blowing-policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under provisions of Section 186 of the Companies Act, 2013 during the financial year 2015-16 are furnished in the notes to the financial statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished Annexure ''G'', forming part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 pursuant to MCA Notification dated 30 June, 2016 forms part of this Annual Report and annexed herewith as Annexure F.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. No complaint has been received for sexual harassment of women at work place by the Company during the financial year 2015-16.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report other than those disclosed in the financial statements.

Further, the Board of Directors in its meeting held on 13 August, 2016 constituted the share allotment committee for allotment of equity shares to the employees of the Company and its subsidiaries who will exercise their vesting rights pursuant to APL Apollo Employee Stock Option Scheme-2015 from time to time.

OTHER DISCLOSURES AND REPORTING

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under audit:

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

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

4. Significant or material orders passed by the Regulators or Courts or Tribunal which impacts the going concern status and company''s operations in future.

5. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report.

APPRECIATION

Yours Directors take this opportunity to express their appreciation for the co-operation received from the customers, vendors, bankers, stock exchanges, depositories, auditors, legal advisors, consultants, stakeholders, debenture holders, business associates, Govt, of India, state government and local bodies during the year under audit. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by the employees of the Company.

For and on behalf of Board of Directors

Sanjay Gupta

Chairman

Place : Ghaziabad

Date : 13 August, 2016


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2015.

Financial Results

The summarized standalone and consolidated results of your company are given in the table below:

(Rs. in million)

Particulars Consolidated FY 2014-15 FY 2013-14

Gross sales 33,572.34 27,900.48

Less : Excise duty and cess 3434.57 2930.93

Net sales / Income from operations 3,0137.77 2,4969.55

Operating EBIDTA 1831.86 1645.54

Add : Other income 30.00 20.41

Less : Finance cost 664.53 609.30

Less : Depreciation and amortisation 220.07 164.32

Profit before exceptional items and tax 977.26 892.33

Less : Exceptional items 0.53 2.63

Profit before tax (PBT) 976.73 889.70

Less : Tax expense 339.16 299.92

Profit after Tax for the year (PAT) 637.57 589.78

Add : Balance in profit and loss account 2168.94 1765.36

Profit available for Appropriation:

Transfer to General Reserve 65.00 50.00

Proposed dividend on Equity Shares 140.63 117.19

Tax on dividends 28.12 19.01

Balance Carried over to Balance Sheet 2527.76 2168.94

Particulars Standalone FY 2014-15 FY 2013-14

Gross sales 22,179.07 21,856.49

Less : Excise duty and cess 2007.97 1787.39

Net sales / Income from operations 20,171.10 20,069.10

Operating EBIDTA 944.80 933.49

Add : Other income 118.26 21.60

Less : Finance cost 501.54 462.16

Less : Depreciation and amortisation 120.13 98.69

Profit before exceptional items and tax 441.39 394.23

Less : Exceptional items (0.93) 1.35

Profit before tax (PBT) 442.32 392.88

Less : Tax expense 127.78 131.03

Profit after Tax for the year (PAT) 314.54 261.85

Add : Balance in profit and loss account 946.91 871.26

Profit available for Appropriation:

Transfer to General Reserve 50.00 50.00

Proposed dividend on Equity Shares 140.63 117.19

Tax on dividends 10.91 19.01

Balance Carried over to Balance Sheet 1059.91 946.91

Dividend

Your directors are pleased to recommend a dividend of Rs. 6/- per Equity Shares (i.e.60%) on 2,34,38,636 Equity Shares of Rs. 10/- each for the year ended March 31, 2015 aggregating to Rs. 168.75 millions including Corporate Dividend Tax of Rs. 28.12 millions as compared to Rs. 136.20 millions (including Corporate Dividend Tax of Rs. 19.01 millions) in the previous year. The proposed dividend is subject to the approval of shareholders in the ensuing Annual General Meeting of the Company. The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date.

Transfer to Reserves

The company proposes to transfer Rs. 65.00 millions to the General Reserve out of amount available for appropriations and an amount of Rs. 2,527.76 millions is proposed to be retained in the Profit and Loss Account during the financial year 2014-15.

Overview

A significant improvement has been achieved by the company during the current Financial Year. The company has achieved many new landmarks,in terms of capacity utilization, sales volume and branding. The overall performance of Steel Tubes and Pipe Industry was adversely affected by falling steel prices globally. The overall economic conditions of the country, though improving, remains under strain and roadmap of development will take shape in the coming years, consequent to the successful implementation of government projects and other initiatives undertaken for growth.

The company has achieved many new landmarks in this fiscal, in terms of capacity utilization, sales volume and branding. The strategy and steps taken by the Company in designing new products in steel tubes and pipes segment by innovative means has succeeded in a big way with the production and launch products like color coated pipes for the first time in India and window / door frames which have been designed and patented by the company will further boost the sales of the company as demand for these products is expected to grow significantly in rural and semi-urban areas of the country. The launch of color coated pipes is seen as a testimony to the company''s strength and abilities in the Steel Tubes and Pipe segment.

The company continues to focus on reducing cost of raw materials by procuring through imports, improving, efficiencies, reducing cost of borrowings, increasing penetration particularly in Tier II cities, developing new product sizes, finding new markets etc. We extended our geographical reach to the end users, strengthened our presence in Tier II and Tier III cities either via own warehouse cum branches or through dealer-distribution network. An additional warehouse-cum branch was opened at Chandigarh to cater to the burgeoning demand for our products, across various industrial applications, thereby, strengthening the APL Apollo brand. Due to the above measures being taken, the company managed to maintain its performance despite a hostile industry environment.

The company has also increased its capacities by adding new mills and adopting latest technologies across all the plants. To create demands for its diversified products the Company is focussing on creating and spreading the Company''s popular Brand APL Apollo across the targeted markets. With this the company expects to maintain the growth momentum and improve margins During the Financial Year 2014-15, the Company has recorded the highest ever volume, despite the adverse conditions across the globe. To maintain the market share, we have adopted a conscious strategy of keeping our margin at the lower end so that we do not lose our large customers.

Credit Rating

During the year, M/s ICRA Limited has upgraded the long-term rating from "[ICRA] A-" to "[ICRA] A" and has reaffirmed the short-term rating of "[ICRA] A1" to the Company. The outlook on the long-term rating is stable.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Consolidated Financial Statements

The consolidated Financial Statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. The audited Consolidated Financial Statements and the Auditor''s Report thereon form part of this annual report.

Subsidiary Companies, Joint Ventures and Associates

The Company has three wholly-owned subsidiaries namely, Shri Lakshmi Metal Udyog Limited, Lloyds Line Pipes Limited and Apollo Metalex Private Limited. A report on the performance and financial position of each of the subsidiaries and associates companies as per the Companies Act, 2013 is provided as Annexure "C" to the Consolidated Financial Statements and hence not repeated for the sake of brevity.

Further, in order to take the benefit of economy of scale and reduce the administration expenses, the Board of Directors in its Meeting held on June 13, 2015 has also approved the Scheme of Amalgamation of Lloyds Line Pipes Limited (wholly owned subsidiary) with the Company. The above said amalgamation would enable consolidation and further expansion of the Company. This will contribute in furthering and fulfilling the objectives and business strategies of both the companies thereby accelerating growth, expansion and development of the business.

The audited financial statement and related information of the subsidiaries, where applicable, will be available for inspection during regular business hours at the company''s Registered Office at 37, Hargobind Enclave, Vikas Marg, Delhi-110 092 and the same are also available at our website i.e. www.aplapollo.com as prescribed in Section 136 of the Companies Act, 2013.

Names of Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year

During the financial year ended March 31, 2015 no entity became or ceased to be the subsidiary, joint venture or associate of the company.

Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the year under review.

Details of significant and Material Orders passed by the Regulators, Courts and Tribunal

No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and Company''s operations in future.

Change in the nature of business, if any

There was no Change in the nature of business of the Company during the Financial Year ended March 31, 2015.

Material changes and commitments, if any, 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 occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report other than those disclosed in the financial statements.

Further, the Board of Directors in its Meeting held on June 13, 2015 approved the issue of Equity Shares to the Employees of the Company pursuant to APL Apollo Employee Stock Option Scheme-2015 up to 7,50,000 Equity Shares, subject to the approval of shareholders. The Employees Stock Option Scheme -2015 (ESOS-2015) was also approved by the shareholders vide a special resolution passed through Postal Ballot on July 27, 2015.

Nomination and Remuneration Committee of the Company in its meeting held on July 28, 2015, has granted 7,24,000 Employees Stock Options under APL Apollo Employees Stock Option Scheme-2015. The following are the terms of Plan:-

1. Each Option will entitle the holder to 1 (one)Equity Share of the company, i.e. 7,24,000 Equity Shares in aggregate;

2. These option will vest in the eligible employees over a period of 12 months from the date of Grant:

3. Vesting is based on performance and employees continuity in the company; and

4. The options shall be exercisable within 5 years from the date of grant.

Thereafter, the Board of Directors in its meeting held on July 28, 2015 has taken on record and approved the grant of 7,24,000 options under APL Apollo Employees Stock Options Scheme-2015.

Directors'' Responsibility Statement

Pursuant to Section 134 (3) ( c ) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

(b) The directors 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 of the company for the period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The internal financial controls to be followed by the Company were laid down and such internal financial controls were adequate and were operating effectively; and

(f) 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.

Corporate Governance

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated in Clause 49 of the Listing Agreement in both letter and spirit during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value.

The Company has complied with the Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on Corporate Governance, along with certificate from Statutory Auditors confirming compliance with the requirements of Clause 49 of the Listing Agreement with National Stock Exchange of India Limited and the BSE Limited (BSE), are annexed as Annexure "H" and forming part of the Annual Report.

Particulars of Contracts and Arrangements with Related Parties

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts / arrangements / transactions entered into by the Company with related parties during the financial year are in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions and materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://aplapollo.com/pdf/rpt-policy. pdf

Your Directors draw attention of the members to Note 32 to the Financial Statement which sets out related party disclosures. The particulars of contracts and arrangements entered into by the company with related parties referred to in Section 188 in Form AOC-2 is attached herewith as Annexure-D

Corporate Social Responsibility (CSR)

In line with the provisions of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) policy for development of programmes and projects for the benefit of weaker sections of the society and the same has been approved by Corporate Social Responsibility Committee (CSR Committee) and the Board of Directors of the Company. The Corporate Social Responsibility (CSR) policy of the Company provides a road map for its CSR activities.

The CSR Policy has been uploaded on the Company''s website and may be accessed at the link:

http://aplapollo.com/pdf/csr-policy.pdf

The Annual Report on CSR activities is annexed herewith as Annexure "B".

Risk Management Policy

During the year, the Board of Directors, in its Meeting held on February 18, 2015, has also adopted a formal Risk Management Policy for the Company, 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 key to the business objectives.

The Risk Management Policy has been uploaded on the Company''s website and may be accessed at the link: http://aplapollo.com/pdf/rmp.pdf

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements.

The Company has a robust and comprehensive Internal Financial Control System commensurate with the size, scale and complexity of its operations. The objective of these procedures is to ensure efficient use and protection of the Company''s resources, accuracy in financial reporting and due compliance of statues and corporate policies and procedures. The system encompasses the major processes to ensure reliability of financial reporting, compliance with the policies, procedures, laws and regulations safeguarding assets and economical and efficient use of resources. The policies and procedures adopted by the company ensure the orderly and efficient conduct of its business and adherence to the company''s policies, prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial information.

The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Chairman and Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sameer Gupta retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

The Board in its Meeting held on March 24, 2015 by circular resolution, appointed Ms. Neeru Abrol, as an Additional Director and Independent Women Director on the Board, she holds office up to the date of this AGM. The requirement under Section 149 of the Companies Act, 2013 read with Rule 3 of Companies (Appointment of Directors) Rules, 2014 and Clause 49 of the Listing Agreement also stands complied with this appointment.

The Company has received a Notice in writing under the provisions of Section 160 of the Companies Act, 2013, proposing her candidature for the office of the Director. The Company has received consent in writing to act as Director in Form DIR-2 and intimation in Form DIR-8 to the effect that she is not disqualified under Section 1 64 (2) to act as Director. The company has also received declaration from her that she meets the criteria of independence as prescribed under Section of 149 (6) of the Companies Act, 2013.

In the opinion of the Board, she fulfills the condition for appointment as Independent Director on the Board.

She is eligible to be appointed as Director of the Company and her appointment requires the approval of the members at the ensuing Annual General Meeting.

Mr. Aniq Husain has resigned from directorship of the company w.e.f. May 9, 2015. Your Directors place on record their deep appreciation of valuable services rendered by Mr. Aniq Husain during his tenure as Director of the Company.

Further, in Compliance with requirements of Section 203 of the Companies Act 2013 Mr. Deepak Goyal was appointed as Chief Financial Officer of the company with effect from February 18, 2015.

The details of directors being recommended for appointment / re-appointment as required in clause 49 of the Listing Agreement are contained in the Notice convening the ensuing Annual General Meeting of the Company.

Appropriate resolution(s) seeking your approval to the appointment / re-appointment of Directors are also included in the Notice.

Declaration by Independent Director(s)

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the Non-Independent Directors, the details of which covered in the Corporate Governance Report.

Criteria for Evaluation of Directors

For the purpose of proper evaluation, the Directors of the Company have been divided in 3 (three) categories i.e. Independent, Non-Independent and Non-Executive and Executive.

The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, result/achievements, understanding and awareness, motivation/ commitment/ diligence, integrity/ ethics/ value and openness/ receptivity.

Number of meetings of the Board of Directors

A calendar of Meetings is prepared and circulated in advance to the Directors. During the Financial Year 2014- 15, the Board of Directors of the Company met 5 (Five) times on 30th May 2014, 4th August 2014, 12th November 2014, 4th February 2015 and 18th February 2015. During the Financial Year 2014-15, Meeting of the Audit Committee were held on 30th May 2014, 4th August 2014, 12th November 2014, 4th February 2015 and 18th February,2015. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Audit Committee

The Audit Committee comprises three Directors, of which two are Non-Executive and Independent Directors. The Chairman of the committee is a Non-Executive Independent Director. The composition of the Audit Committee as on March 31, 2015 is as under:

Name of Director Category

Mr. Anil Kumar Bansal Independent Non-Executive

(Chairman)

Mr. Abhilash Lal Independent Non-Executive

Mr. Vinay Gupta Non-Executive Promoter

Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other Employees

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on February 18, 2015, approved a policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178 (3) of the Companies Act, 2013, based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are- Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Key Managerial Personnel (other than Managing / Whole Time Directors), Key- Executives and Senior Management and the Remuneration of Other Employees. Nomination and Remuneration Policy has been uploaded on the company''s website and may be accessed at the link: http://aplapollo.com/pdf/nomination- policy. pdf

The Company''s Policy relating to appointment of Directors, payment of Managerial Remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 is furnished and forms part of this Report.

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 Clause 49 of the Listing Agreement, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behavior, 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. A high level Committee under the chairmanship of Mr. Anil Kumar Bansal has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the Company and may be accessed at the link: http://aplapollo.com/pdf/whistle- blowing-policy. pdf

Auditors and Auditors'' Report

A. Statutory Auditors - Audit Committee of the Company in its meeting held on July 29, 2015 has recommended the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Gurgaon as the Statutory Auditors of the Company in place of M/s VAPS & Co., Chartered accountants, whose term expires at the conclusion of the ensuing Annual General Meeting and they have expressed their unwillingness for re-appointment. Thereafter, the Board of Directors have also ratified the decision of the Audit Committee subject to approval of shareholders in the ensuing Annual General Meeting. M/s. Deloitte Haskins & Sells LLP, Chartered Accountants eligible to hold the office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the Thirty Fifth AGM of the Company to be held in the year 2020 (subject to ratification of their appointment at every AGM), to examine and audit the accounts of the Company. The certificate to the effect that if appointed would be within the prescribed limit under Section 141 of the Companies Act, 2013 has been obtained from them.

The observations of Statutory Auditors in their reports on standalone and consolidated financials are self-explanatory and therefore, do not call for any further comments under Section 134 of the Companies Act, 2013.

B. Cost Auditors - Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Rules made there under, the board of directors on the recommendation of the Audit Committee appointed M/s. R. J. Goel & Co., Cost Accountants, (Registration No.000026) as the Cost Auditor of the Company for the year ended March 31, 2015. The appointment and remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, your ratification for appointment and payment of remuneration to the Cost Auditor is being sought at the ensuing Annual General Meeting. The Cost Auditor has confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013 and has certified that their firm is free from any disqualification specified under Section 148 (5) and all other applicable provisions of Companies Act, 2013.In terms of the requirements of the Companies (Cost Accounting Records) Rules, 201 1. The Cost Audit Report for the year ended on March 31, 2015, shall be submitted within the time stipulated in the aforesaid rules.

C. Secretarial Auditors - Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed M/s Anjali Yadav & Associates, Company Secretaries, to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended March 31, 2015 is annexed herewith marked as Annexure "E" to this Report. The Secretarial Audit Report is self-explanatory and therefore, do not call for any further comments.

Particulars of Loans, Guarantees or Investments under section 186

The company has given Loans, corporate guarantee or investments to its wholly owned 100% subsidiaries under Section 186 of the Companies Act, 2013 during the financial year 2014-15 which are given under the respective head and the same is furnished in the notes to the financial statements.

Share Capital

The paid up equity capital as on March 31, 2015 was Rs. 234,386,360. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity or bonus shares.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form no. MGT-9 as required under Section 92 of the Companies Act, 2013 is annexed hereto as Annexure-"A" and forms part of the Director''s Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pertaining to conservation of energy,technology absorption, foreign exchange earnings and outgo 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 "G", forming part of this Report.

Particulars of Employees and related disclosures

Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Annual Report and annexed herewith as Annexure "F".

Disclosure as per Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. No complaint has been received for sexual harassment of women at work place by the Company during the financial year 2014-15

Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 (2) ( c ) of the Companies Act, 2013, your company has transferred Rs. 76,639/- during the financial year 2014-15 to the Investor Education and Protection Fund. This amount lying in the Investor Education and Protection Fund under Section 205C of the Companies Act, 1956 which was lying unclaimed/ unpaid with the Company for a period of seven years after declaration of Dividend for the financial year ended 2006-07.

Acknowledgements

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, bankers, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants business associates, state government, local bodies and all the employees with whose help, co- operation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the customers of the Company and all its shareholders.

for and on behalf of the Board

Sanjay Gupta Ashok K. Gupta Vinay Gupta Chairman Managing Director Director

Place : Delhi Dated : 29th July, 2015

Regd. Office: 37, Hargobind Enclave, Vikas Marg, Delhi - 1 10092


Mar 31, 2014

Dear Members,

The Board of Directors are pleased to present the 29th annual report on the business and operations of your Company, together with the audited statement of financial accounts, consolidated and standalone, for the year ended March 31, 2014.

Financial Results (Rs in million)

Particulars Consolidated FY2013-14 FY2012-13

Gross sales 28,619.48 22,471.22

Less : Excise duty and cess 2,930.93 2,388.39

Net sales / Income from operations 25,688.55 20,082.83

Operating EBIDTA 1,645.55 1,595.38

Add : Other income 20.41 17.11

Less : Finance cost 609.30 429.49

Less : Depreciation and amortisation 164.32 125.08

Profit before exceptional items and tax 892.33 1,057.76

Less : Exceptional items 2.63 7.68

Profit before tax (PBT) 889.70 1,050.08

Less : Tax expense 299.91 363.65

Profit for the year (PAT) 589.79 686.43

Add : Balance in profit and loss account 1,765.64 1,258.93

Amount available for appropriation 2,355.14 1,945.36

Less Appropriations :

Proposed dividend on Equity Shares 117.19 111.62

Tax on dividends 19.01 18.11

Transfer to general reserve 50.00 50.00

Closing balance 2,168.94 1,765.64

Financial Results (Rs in million)

Particulars Consolidated FY2013-14 FY2012-13

Gross sales 22,360.59 17,537.87

Less : Excise duty and cess 1,787.39 1,446.69

Net sales / Income from operations 20,573.21 16,091.18

Operating EBIDTA 955.08 937.83

Add : Other income 21.60 10.31

Less : Finance cost 462.16 320.05

Less : Depreciation and amortisation 98.69 78.79

Profit before exceptional items and tax 394.23 549.29

Less : Exceptional items 1.35 3.66

Profit before tax (PBT) 392.88 545.63

Less : Tax expense 131.03 199.08

Profit for the year (PAT) 261.85 346.55

Add : Balance in profit and loss account 871.26 704.43

Amount available for appropriation 1,133.11 1,050.98

Less : Appropriations :

Proposed dividend on Equity Shares 117.19 111.62

Tax on dividends 19.01 18.11

Transfer to general reserve 50.00 50.00 Closing balance 946.91 871.26

Dividend

The Board recommended dividend of Rs. 5/- per fully paid- up Equity Shares on 23,438,636 of Rs. 10/- each for the year ended March 31, 2014 (Financial Year 2012-2013 Rs. 5/- per fully paid-up Equity Shares on 22,323,636 of Rs. 10/- each). The dividend on Equity Shares is subject to the approval of the shareholders at the ensuing Annual General Meeting. The total dividend payout including dividend distribution tax for the financial year ended March 31, 2014 is Rs. 136.20 Million vis-a-vis Rs. 129.73 Million paid for the financial year ended March 31, 2013.

Overview

The year gone by FY14 was a good year for the company despite the adverse economic conditions prevailing the world over. It achieved a volume growth of above 25% even though the country was passing through a sluggish economy, lower investments and credit squeeze. This was also a challenging year since demand growth particularly in infrastructure and construction sector was sluggish. But this gave the company a excellent opportunity to revisit our systems and sharpen our practices. The company focussed on improving efficiencies, increasing penetration particularly in tier II cities, developing new product sizes,

finding new markets etc. Due to number of measures taken, the company was able to beat slowdown and post robust growth. However in the process the EBITDA came under pressure and declined marginally.

There is a new optimism in the country after the recent change in the Government. Economic activity is expected to pick up momentum. Consequently investments in infrastructure, industries, construction, Irrigation etc. are all expected to leapfrog. This augurs well for your company. Our growth drivers are these industries and any improvement in their fortune will have a direct impact on your company as well. We expect demand to pick up in near future. So we are further strengthening our marketing network. Capacities are being increased to take care of additional demand. We expect to reach a capacity of about 1 million tonnes by next year. New export markets are being developed. Investments are being made in new products. Brand building exercises are getting the necessary thrust to make your company''s Brand APL Apollo popular throughout the targeted markets. With this the company expects to maintain the growth momentum and improve margins.

Projects and Expansion

The Company has undertook massive drive for expansion, capacity enhancement and de-bottlenecking of its manufacturing capacities in last couple of years and is confident of achieving ''Vision 2015'' i.e. production of 1 million MT per annum well within the scheduled time. New manufacturing lines are added across the locations, new equipments based on latest technology is being commissioned, old machineries/plants are replaced with more efficient and state of the art facilities and plant layouts are reworked to achieve optimum utilizations of the installed capacities.

Operations

During FY14, the Company has achieved the highest ever volume, turnover despite the deceleration in the global and domestic economy. Though as a conscious strategy we lowered our margins to grab larger market share and become market leader. We extended our geographical reach to the end-users, strengthen our presence in tier II and tier III cities either via own warehouse cum branches or through dealer-distributors network. Additional warehouse-cum-branches were opened at Ananthapur, Dehradun and Jodhpur to cater to the burgeoning demand in various industrial applications, thereby, strengthening the APL Apollo brand.

Measures to enhance cost efficiency across the verticals, innovative approach in production and distribution of the products helped the Company to control the manufacturing as well as selling and distribution cost.

Credit Rating

ICRA has assigned long-term rating A- and short-term rating A2 to the Company and outlook on the long-term rating is stable.

Conversion of warrants and capital

During the year under review, on August 13, 2013, the Company has allotted 1,115,000 Equity Shares having a nominal value of Rs. 10/- each to Mr. Ashok Kumar Gupta, a person considered as promoter upon conversion of equal number of warrants.

The Company allotted 1,500,000 warrants to Mr. Ashok Kumar Gupta, a person considered as promoter, on a preferential basis on February 14, 2012 at a price of Rs. 145/- each wherein each warrant entitled Mr. Ashok Kumar Gupta to subscribe for one Equity Share of the Company. Out of these fifteen lacs warrants, 385,000 warrants were converted in to equity shares on March 23, 2013. Presently there is nil warrants pending for conversion.

With the aforesaid allotment of Equity Shares, the issued, subscribed and paid-up Equity Share capital of the Company has been enhanced from Rs. 223,236,360/- to Rs. 234,386,360/- divided into 23,438,636 Equity Shares of Rs. 10/- each. The authorised Equity Share capital of the Company remained at Rs. 25 crores, consisting of 25,000,000 equity shares of Rs. 10/- each.

Consolidated financial statements

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. The audited consolidated financial statements and the Auditor''s Report thereon form part of this annual report.

Subsidiaries

The Company has three wholly-owned subsidiaries namely, Shri Lakshmi Metal Udyog Limited, Lloyds Line Pipes Limited and Apollo Metalex Private Limited. The Ministry of Corporate Affairs, Government of India, vide its General Circular No. 2/2011 dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the Balance Sheet of the Company, provided certain conditions are fulfilled. Accordingly, the

annual accounts of the subsidiary companies are not being attached with the Balance Sheet of the Company.

As per the terms of the said Circular, a statement containing brief financial details of the Company''s subsidiaries, for the year ended March 31, 2014 is included in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies.

Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vinay Gupta and Mr. S T Gerela retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Further, with a view to broad-base the Board and bring strategic focus into the business and ensure better governance in the Company, Mr. Abhilash Lai was appointed as an Additional Director designated as an Independent Director by the Board of Directors of the Company in its meeting held on February 12, 2014 and Mr. Anil Kumar Bansal is appointed as an Additional Director designated as an Independent Director by the Board of Directors of the Company in its meeting held on August 4, 2014.

In terms of the provisions of Section 161(1) of the Companies Act, 2013, Mr. Abhilash Lai and Mr. Anil Kumar Bansal hold office as an Additional Director only up to the date of the ensuing Annual General Meeting and in terms of Section 160 of the Companies Act, 2013, the Company has received a notice from member along with the requisite deposit proposing his candidature as a Director of the Company.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Aniq Husain and Mr. S T Gerela as Independent Directors for the terms given in the Notice of the 29th Annual General Meeting.

The proposals regarding the appointment / re- appointment of the aforesaid directors are placed for your approval. Details of the proposal for the appointment of above Independent Directors are mentioned in the Explanatory Statement under Section

102 of the Companies Act, 2013 of the Notice of the 29th Annual General Meeting.

The Board of directors of the company recommend their appointment / re-appointment. The company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Other changes in the Board of Directors of your company: during the year under review Mr. Rakesh Jinsi and thereafter Mr. C. S. Johri ceased to be a Director of the company due to their resignation w.e.f. February 12, 2014 and August 4, 2014 respectively. Your directors place on record their deep appreciation of valuable services rendered by Mr. Rakesh Jinsi and Mr. C S Johri during their tenure as Directors of the Company.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Auditors and Audit Report

The Auditors of the Company, M/s. VAPS & Co., chartered accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment

The company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

Notes to Accounts, referred in the Auditors Report, are self-explanatory and therefore do not require any further comments.

Directors'' responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

- In the preparation of the annual accounts for the financial year ended March 31, 2014 the applicable accounting standards were followed by the Company and there have been no

material departures from the same,

- 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 Company''s state of affairs and profits at the end of financial year,

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

- The Directors have prepared the annual accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

Energy conservation, technology absorption, R&D cell and foreign exchanges earning and outgo

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed hereto as Annexure ''B'', forming part of this report.

Particulars of employees

The particulars of employee(s) in the Company drawing a remuneration of Rs. 60 lac or more per annum, if employed throughout the year or Rs. 5 lac or more per month, if employed for a part of the year pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed at Annexure - A.

Corporate Governance report

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Director''s and Auditors'' Certificate regarding compliance of conditions of

Corporate Governance are made a part of this Annual Report.

Fixed deposits

During FY 2013-14, the Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and, as such, no amount of principal or interest was outstanding as on the date of Balance Sheet.

Health and safety

The Company is strongly committed to providing and maintaining a safe, healthy workplace for the employees and anyone else likely to be affected by hazards in the workplace. Initiatives that ensure a working environment that minimises incidents of risks or personal injury, ill- health or damage to property including employee and workplace inductions, appropriate training for all employees, effective supervision, safe plants, equipment and systems of work and regular consultation on health and safety issues.

The development of a safe working culture is the responsibility of everyone and can be best achieved through the cooperative efforts of employees. A safe culture will be reinforced through continual risk assessment, provision of information concerning such risks and the promotion, instruction, training and supervision of employees to ensure safe work practices.

Environment

The Company is committed towards minimising the environmental impact of its operations and its products by adopting sustainable practices and continuous improvements in environmental performance. Climate change is one of the most important issues facing the world today. APL Apollo aims to contribute positively to the communities around or near its operational sites and actively participates in community initiatives, encouraging bio-diversity and environmental conservation.

The Company is committed towards infusing a sense of environmental responsibility into its normal business practices. APL Apollo products are part of the solution to the adverse impact of climate change as steel has inherent environmental advantages by being durable, adaptable, reusable and recyclable. The Company maintains proactive approach towards environment management and continuously followed the ISO 14001 parameters for its manufacturing operations.

Personnel

The Company believes that its employees are key contributors to its business efficiency. With a focus on attracting and retaining the best available talent in the industry, the Company offers an excellent working environment and compensations. The Company has a rich pool of technical and managerial skills required for the efficient growth of operations. Your Company enjoys cordial relations with all its employees.

Acknowledgement

The Directors take this opportunity to place on record their thankful appreciation for the assistance and co- operation received from the Company''s shareholders, customers, suppliers, bankers, government and all other concerned authorities. The Board also wishes to place on record its sincere appreciation of the employees of all levels, for their hard work, dedication and commitment.

For and on behalf of the Board

Sanjay Gupta Ashok K. Gupta Vinay Gupta Chairman Managing Director Director

Regd. Office:

37, Hargobind Enclave, Vikas Marg, Delhi - 110092 Place : Delhi - 110092 CIN : L74899DL1986PLC023443 Dated : August 4, 2014 www.aplapollo.com


Mar 31, 2013

Dear member''s

The Board of Directors have the pleasure of presenting the 28th annual report on the business and operations of your Company, together with the audited statement of financial accounts, consolidated and standalone, for the year ended March 31, 2013.

Financial results (Figures in Rs. million)

PARTICULARS Consolidated Standalone

FY 2012-13 FY2011-12 FY 2012-13 FY 2011-12

Gross sales 22,471.22 15,362.63 17,537.87 11,658.35

Less : Excise duty and cess 2,388.39 1,439.72 1,446.69 883.02

Net sales/Income from operations 20,082.83 13,922.91 16,091.18 10,775.33

Operating EBIDTA 1,595.38 1,150.83 937.83 716.39

Add : Other income 17.11 7.63 10.31 5.67

Less : Finance cost 429.49 335.91 320.05 232.33

Less : Depreciation and amortisation 125.08 93.22 78.79 55.47

Profit before exceptional items and tax 1,057.76 729.34 549.29 434.26

Less : Exceptional items 7.68 4.48 3.66 4.10

Profit before tax (PBT) 1,050.08 724.86 545.63 430.16

Less : Tax expense 363.65 234.31 199.08 142.64

Profit for the year (PAT) 686.43 490.55 346.55 287.52

Add : Balance in profit and loss account 1,258.93 846.18 704.43 495.34

Amount available for appropriation 1,945.36 1,336.75 1,050.98 782.86

Less : Appropriations :

Proposed dividend on Equity Shares 111.62 42.59 111.62 42.59

Tax on dividends 18.11 7.07 18.11 7.07

Transfer to general reserve 50.00 28.75 50.00 28.75

Interim dividend paid - - - -

Corporate dividend tax - - - -

Closing balance 1,765.64 1,258.93 871.26 704.44

Dividend

The Board recommended dividend of Rs.5 per fully paid-up Equity Shares on 22,323,636 of Rs.10 each (Financial Year 2011-12: 12 per fully paid-up Equity Shares on 21,296,683 of Rs.10/- each) for the year ended March 31, 2013. The dividend on Equity Shares is subject to the approval of the shareholders at the ensuing Annual General Meeting.

Overview

The overall performance of the Company was satisfactory during FY 2012-13 despite the worsening health of the Indian economy due to internal and external factors such as high inflation, elevated interest rates, depreciating rupee, low industrial production, among others. The economic growth of India also slowed down and was pegged at 5% forcing the manufacturing industries to plan their strategies in a more cautious and informed manner to achieve the desired results. The outlook for the Indian and the global economy for FY13 and FY14 is positive with the reformatory measures undertaken together with the increase in GDF of the world at large, as projected by IMF. The same is estimated to grow to 3.3% and 4% during 2013 and 2014 respectively. There are many other factors such as improved inflows and remittances, enhancement of exports, among others which will contribute significantly in reducing the current account deficit and to improve the overall performance further.

The Company has constantly emphasised on achieving its aim for FY 2015. It is the firm belief of the Company that by taking focused and innovative steps in terms of enhancing production capacity, implementing new technologies, starting new mills, networks / supply chains, and manufacturing new and diversified products, it can mitigate the risks and advance on the path of growth as witnessed year by year, with confidence.

The outlook for the global economy is expected to progressively improve (assuming the absence of any adverse events) with more accommodative monetary policies, improving fiscal stability resulting in a steady restoration of confidence during the current financial year and the next financial year as well. However, it remains a tough task for all the developed economies to face the existing challenges and improve the overall situation.

The consumption pattern for steel-made products will rise in India, assuming a normal monsoon, consequently resulting in the growth in the earnings of the farm sector. The government has taken effective measures such as forming a cabinet committee making investments mediated towards the timely clearances of projects, increasing the focus on infrastructural development in semi-urban and rural areas, the demand for steel products in the current year will increase. However, surging imports at incentivised duty rates under the Free Trade Agreements with Japan and Korea remain major challenges for the Indian steel industry. In this tough economical scenario we choose to remain cautious and continual endeavour towards tapping new domestic and international markets and end users through our nationwide distribution network and making available qualitative diversified products at competitive prices.

Projects and expansion

The Company has executed its plans duly and is hopeful to attain ''Vision 2015'' i.e. production of 1 million MT per annum before the scheduled time. New projects at Hosur and Murbad plants are progressing as per schedule and foundation/commission of new plant(s) are also on the Company''s agenda for FY 2013-2014. The capex plans undertaken by the Company to attain a dominant position are expected to be finished in FY 2013-14. The projects under implementation include installation of new manufacturing lines, de-bottlenecking of assembly lines, installing auxiliary equipments and replacement of old machinery.

Operations

During FY 2012-13, the Company has achieved the highest ever volume of —4,64,000 tonnes despite the deceleration in the global and domestic economy. Industry sectors like telecom, solar and wind power, among others are the main revenue centres for the Company to which new supplies were provided. Your Directors are very optimistic to get more orders from these sectors in FY 2013-14 and in the subsequent years. We extended our geographical reach to the end -users. Moreover an increase in the price realisation of steel tubes, introduction of new products, a judicious product mix and larger offtake of pre-galvanised steel tubes and hollow sections as well as the premium product segment resulted in an improvement of margins. Measures to enhance cost efficiency helped the Company control the rise in interest charges emanating from higher working capital requirements. The completion of the de-bottlenecking measures and the functioning of the new line at Murbad, near Mumbai has aided in increased operational efficiency and higher production in the financial year under review. Three additional warehouse-cum-branches were opened at Solan and two in Ahmedabad to cater to the burgeoning demand in various industrial applications, thereby, strengthening the APL Apollo brand.

Pursuant towards the aim of being the number one player in the manufacturing of steel tubes and pipes in the near future your Directors have taken initiatives to substantially expand its production capacity through installation of new tube mills at Hosur and Murbad plant and intends to commission new plant(s) near our existing plants.

Credit Rating

ICRA has assigned long-term rating A- and short-term rating A2 to the Company and outlook on the long-term rating is stable.

Conversion of warrants and capital

The Company has allotted 1,641,953 warrants to M/s. APL Infrastructure Private Limited, a promoter group entity, on a preferential basis on December 22, 2010, wherein each warrant entitled M/s. APL Infrastructure Private Limited to subscribe for one Equity Share of the Company at a price of Rs.176 each. On June 21, 2012, M/s. APL Infrastructure Private Limited exercised its right to convert balance 641,953 warrants into Equity Shares at a price of Rs.176 each. Accordingly, 641,953 Equity Shares having a nominal value of Rs.10 each were allotted to M/s. APL Infrastructure Private Limited, a promoter group entity, on June 21, 2012 at a premium of Rs.166 per share aggregating to Rs.11.30 crore. (10 lac equity shares were allotted to M/s. APL Infrastructure Private Limited in the financial year 201 1 -2012).

Further, the Company has allotted 1.500.000 warrants to Mr. Ashok Kumar Gupta, a person considered as promoter, on a preferential basis on February 14, 2012, wherein each warrant entitled Mr. Ashok Kumar Gupta to subscribe for one Equity Share of the Company at a price of Rs.145 each. On March 23, 2013, Mr. Ashok Kumar Gupta exercised its right to convert 385.000 warrants into Equity Shares at a price of Rs.145 each. Accordingly, 385.000 Equity Shares having a nominal value of Rs.10 each were allotted to Mr. Ashok Kumar Gupta, Promoter, on March 23, 2013 at a price of Rs.145 each aggregating to Rs.5.58 crore.

With the aforesaid allotment of Equity Shares, the issued, subscribed and paid- up Equity Share capital of the Company has been enhanced from Rs.212,966,830 to Rs.2,232,36,360 divided into 22,323,636 Equity Shares of Rs.10 each. The authorised Equity Share capital of the Company remained at Rs.25 crores, consisting of 25,000,000 equity shares of Rs.10 each.

Consolidated financial statements

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. The audited consolidated financial statements and the Auditor''s Report thereon form part of this annual report.

Subsidiaries

The Company has three wholly-owned subsidiaries namely, Shri Lakshmi Metal Udyog Limited, Lloyds Line Pipes Limited and Apollo Metalex Private Limited. The M inistry of Corporate Affairs, Government of India, vide its General Circular No. 2/2011 dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the Balance Sheet of the Company, provided certain conditions are fulfilled. Accordingly, the annual accounts of the subsidiary companies are not being attached with the Balance Sheet of the Company.

As per the terms of the said Circular, a statement containing brief financial details of the Company''s subsidiaries, for the year ended March 31, 2013 is included in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies.

Scheme of merger

The Company has acquired certain entities as its wholly owned subsidiaries and the Company is now proposing to amalgamate its subsidiary namely Lloyds Line Pipes Limited with it for synergising the capabilities of this unit so as to ensure efficient and cost effective operations, in accordance with the laws as may be prevailing and applicable at the time of such corporate restructuring.

In view of the above and the precedents laid down by the various company courts, and as a measure of abundant precaution, it is proposed to alter Clause lll(B) relating to "Objects that are incidental or ancillary to the attainment of the main objects" to include the power to amalgamate, merge or absorb, into, other Company or companies or vice-versa.

The proposed alteration in Clause lll(B) can be conveniently and advantageously combined and carried out along with the existing objects/activities of the Company.

Pursuant to provisions of Sections 16, 17 and 192AoftheAct, any alteration in the Objects Clause of the Memorandum of Association requires approval of the members by way of special resolution through postal ballot.

Directors

In accordance with the Companies Act, 1956, and pursuant to Article No. 89 of the Articles of Association of the Company, Mr. Sameer Gupta and Mr. Aniq Husain retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Further, with a view to broad-base the Board and bring strategic focus into the business and ensure better governance in the Company, Mr. Rakesh Jinsi was appointed as an Additional Director by the Board of Directors of the Company in its meeting held on March 23, 2013.

In terms of the provisions of Section 260 of the Companies Act, 1956, Mr. Rakesh Jinsi holds office as an Additional Director only up to the date of the ensuing Annual General Meeting and in terms of Section 257 of the Companies Act, 1956, the Company has received a notice from Mr. Ashok Kumar Gupta, a member along with the requisite deposit proposing his candidature as a Director of the Company.

Necessary resolutions for the appointment/reappointment of the aforesaid Directors have been included in the notice convening the Annual General Meeting. None of the Directors are disqualified from being appointed as Directors as specified in the terms of Section 274(1) (G) of the Companies Act, 1956.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Auditors and Audit Report

The Auditors of the Company, M/s. VAPS & Co., chartered accountants, retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224(1 B) of the Companies Act, 1956.

Notes to Accounts, referred in the Auditors Report, are self-explanatory and therefore do not require any further comments.

Directors'' responsibility statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that:

In the preparation of the annual accounts for the financial year ended March 31, 2013 the applicable accounting standards were followed by the Company and there have been no material departures from the same,

They 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 Company''s state of affairs and profits at the end of financial year,

They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

They have prepared the annual accounts for the financial year ended March 31, 2013 on a ''going concern'' ''basis.

Energy conservation, technology absorption, R & D cell and foreign exchanges earning and outgo

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed hereto as Annexure ''B'', forming part of this report.

Particulars of employees

The particulars of employee(s) in the Company drawing a remuneration of Rs.60 lac or more per annum, if employed throughout the year or Rs.5 lac or more per month, if employed for a part of the year pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed at Annexure - A.

Corporate Governance report

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Director''s and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

Fixed deposits

During FY 2012-13, the Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and, as such, no amount of principal or interest was outstanding as on the date of Balance Sheet.

Health and safety

The Company is strongly committed to providing and maintaining a safe, healthy workplace for the employees and anyone else likely to be affected by hazards in the workplace. Initiatives that ensure a working environment that minimises incidents of risks or personal injury, ill-health or damage to property including employee and workplace inductions, appropriate training for all employees, effective supervision, safe plants, equipment and systems of work and regular consultation on health and safety issues.

The development of a safe working culture is the responsibility of everyone and can be best achieved through the cooperative efforts of employees. A safe culture will be reinforced through continual risk assessment, provision of information concerning such risks and the promotion, instruction, training and supervision of employees to ensure safe work practices.

Environment

The Company is committed towards minimising the environmental impact of its operations and its products by adopting sustainable practices and continuous improvements in environmental performance. Climate change is one of the most important issues facing the world today. APL Apollo aims to contribute positively to the communities around or near its operational sites and actively participates in community initiatives, encouraging biodiversity and environmental conservation.

The Company is committed towards infusing a sense of environmental responsibility into its normal business practices. APL Apollo products are part of the solution to the adverse impact of climate change as steel has inherent environmental advantages by being durable, adaptable, reusable and recyclable. The Company maintains proactive approach towards environment management and continuously followed the ISO 14001 parameters for its manufacturing operations.

Personnel

The Company believes that its employees are key contributors to its business efficiency. With a focus on attracting and retaining the best available talent in the industry, the Company offers an excellent working environment and compensations. The Company has a rich pool of technical and managerial skills required for the efficient growth of operations. Your Company enjoys cordial relations with all its employees.

Acknowledgement

The Directors take this opportunity to place on record their thankful appreciation for the assistance and co- operation received from the Company''s shareholders, customers, suppliers, bankers, government and all other concerned authorities. The Board also wishes to place on record its sincere appreciation of the employees of all levels, for their hard work, dedication and commitment.

For and on behalf of the Board

SANJAY GUPTA ASHOK K. GUPTA VINAY GUPTA

Chairman Managing Director Director

Regd. Office:

Delhi 110092 37, Hargobind Enclave,

May 30, 2013 Vikas Marg, Delhi - 110092


Mar 31, 2012

The Board of Directors take pleasure in presenting the 27 th annual report on the business and operations of your Company, together with the Audited statement of Financial Accounts, consolidated and standalone, for the year ended March 31, 2012.

Financial results (Rs.in Millions)

PARTICULARS Consolidated Standalone

Current year Previous year Current year Previous year

Gross Sales 15362.63 9851.48 11726.09 6433.77

Less : Excise duty & Cess 1439.72 799.54 883.02 541.45

Net Sale / Income From Operations 13922.91 9051.94 10843.07 5892.32

Operating EBIDTA 1150.84 896.56 722.66 564.38

Add : Other Income 7.63 19.70 6.43 17.79

Less : Finance Cost 335.91 226.54 232.33 158.45

Less : Depreciation & amortisation 93.22 61.89 62.48 47.15

Profit before Exceptional Item & Tax 729.34 627.83 434.28 376.57

Less : Exceptional Item 4.48 1.75 4.10 145

Profit before Tax (PBT) 724.86 626.08 430.18 375.12

Less : Tax Expense 234.31 195.14 142.63 121.32

Profit for the year (PAT) 490.55 430.94 287.55 253.80

Add : Balance in profit and loss account 846.18 502.59 495.34 328.85

Amount available for appropriation 1336.73 933.53 782.89 582.65

Less : Appropriations :

Proposed/ interim dividend 42.59 4059 42.59 40.59

Tax on dividends 7.07 6.74 7.07 674

Transfer to General Reserve 28.75 40.00 28.75 40.00

Closing Balance 1258.32 846.20 704.48 495.32

Dividend

The Board recommended dividend of Rs. 2/- per fully paid-up equity shares on 2,12,96,683 of Rs. 10/- each (Financial Year 2010-11: Rs. 2/- per fully paid-up equity shares on 2,02,96,683 of Rs. 10/- each) for the year ended March 31, 2012. The dividend on equity shares is subject to the approval of the shareholders at the Annual General Meeting.

Overview

The FY 2011-12 witnessed tough global and domestic economic conditions. An economic Survey of 2011-12 reveals lowered GDP growth rates for the current year and next year. The inflation (WPI) at 9.1% in Financial Year 2011-12 led to consistent interest rate hikes, increase of raw materials cost, affecting demand adversely. The manufacturing sector grew by 3.9% during the year as compared to 7.6% during 2010-11. The Indian economy faced challenges of tackling higher inflation, high fiscal deficit, higher volatility in foreign exchange with depreciating rupee against major global currencies . However, the Company believes that with its focused and innovative steps in terms of enhanced production capacity and diversified range of products. It can mitigate the challenges and advances on the path of growth.

On the global front, the US economy was still struggling to come back on path of recovery, unprecedented sovereign debt crisis in some of the European countries hugely compounded business conditions not only in Europe but other countries as well. Significant tightening, caution and reduced level of business confidence continue to put downward pressure on growth prospects around the world.

There has been a diversification in the product mix of the steel industry in India towards sophisticated value-added steel used in the automotive sector, heavy machinery and infrastructure. The Company has expanded its product range to over 350 sizes leading into significant increase in turnover.

Indian GDP is estimated at 7.6% in FY 2012-13 as per Prime Minister's Economic Advisory Council (PMEAC). Increased governmental impetus on growth of semi-urban and rural areas through investments in infrastructure, construction and industrial sectors will enhance the demand of steel products in the current year and it is expected that Indian steel industry will surpass the GDP growth rate We are continually endeavouring to tap domestic and international new markets and end users through our nationwide distribution network.

Project and Expansion

The Company has initiated plans to attain its Vision 2015 i.e. production of 1 million MT per annum. New projects at Hosur and Murbad plants are progressing as per schedule. The capex plans undertaken by the Company to attain a dominant position in the industry are expected to be commissioned in phases over FY 2012- 13 and 2013-14. The projects under implementation include installation of new manufacturing lines, de-bottlenecking, auxiliary equipments and replacement of old machinery.

Operations

During FY 2011-12, the Company has achieved highest ever volumes of ~3,00,000 tonnes despite tough global and domestic economic conditions. The new industry sectors like telecom, solar and wind power, among others are the main revenue centres for the Company to which new supplies were provided. Your Directors are very optimistic about executing more orders from these sectors in FY 2012-13 and subsequent years. The extension of geographical reach to the end-users, increase in price realisation of steel tubes, judicious product mix and larger offtake of pre-galvanised steel tubes and hollow sections, premium product segment resulted in improvement of margins. Cost efficiency measures helped the Company to control the rise in interest charges emanating from higher working capital requirements. Completion of de- bottlenecking at Murbad, near Mumbai has aided in increased -operational efficiency and higher production. The new line at the facility is nearing completion. Eight additional warehouses cum branches were opened at Ludhiana, Rudrapur, UP border, Faridabad, Jaipur, Pune, Mumbai and Ahmedabad to cater to the burgeoning demand in various industrial applications, thereby, strengthening APL Apollo brand.

In our pursuit to be number one player in the manufacturing of steel tubes and pipes in years to come your Directors have taken initiatives to substantially expand its production capacity through installation of new tube mills at Hosur and Murbad plant.

Credit Rating

ICRA has assigned long-term rating A- and short-term rating A2 to the Company and outlook on the long-term rating is stable.

Conversion of Warrants and Capital

The Company has allotted 16,41,953 warrants to M/s. APL Infrastructure Private Limited, a promoter group entity, on preferential basis on December 22, 2010, wherein each warrant entitled M/s. APL Infrastructure Private Limited to subscribe for one equity share of the Company at a price of Rs. 176/- per share. On March 14, 2012, M/s. APL Infrastructure Private Limited exercised its right to convert 10,00,000 warrants into equity shares at a price of Rs. 176/- per share. Accordingly, 10,00,000 equity shares having nominal value of Rs. 10/- each were allotted to M/s. APL Infrastructure Private Limited, a promoter group entity, on March 14, 2012 at a premium of Rs. 166/- per share aggregating to Rs. 17.60 crores.

With the aforesaid allotment of equity shares, the total paid-up equity share capital of the Company has been enhanced from Rs. 20,29,66,830/- to Rs. 21,29,66,830/- divided into 2,12,96,683 equity shares of Rs. 10/- each. The authorised equity share capital of the Company remained at Rs. 25 crores, consisting of 2,50,00,000 equity shares of Rs. 10/- each.

Preferential Issue of Warrants

With a view to raise funds for financing the Company's growth and expansion projects, investment in subsidiaries and joint ventures, technology upgradation and modernisation, acquisitions, working capital requirements and general corporate purposes, the Company has allotted 15,00,000 compulsorily convertible warrants, to Mr. Ashok Kumar Gupta, considered as a promoter, on preferential basis, on February 14, 2012. Each warrant entitles the holder thereof, to subscribe to one equity share of the Company at a price of 145/- per share. In compliance of the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, an amount equivalent to 25% of the price aggregating to Rs. 5,43,75,000 (Rupees five crores forty three lacs and seventy five thousand only) was received from the allottee and the option to convert the warrants into equity shares is exercisable before August 13, 2013. The aforesaid warrants together with 6,41,953 warrants allotted to M/s. APL Infrastructure Pvt. Ltd., were outstanding for conversion as at March 31, 2012.

During the current financial year M/s. APL Infrastructure Pvt. Ltd. (a promoter group entity) exercised their option to get 6,41,953 warrants converted in to equal number of equity shares within 18 months from the date of warrant allotment, and consequently the Company allotted 6,41,953 equity shares of Rs. 10/- each on June 21, 2012.

As such issued, subscribed and paid-up capital of the Company stood at Rs. 21,93,86,360/- comprising 2,19,38,636 equity shares of Rs. 10/- each.

Subsidiaries

The Company has three wholly-owned subsidiaries namely, Shri Lakshmi Metal Udyog Limited, Lloyds Line Pipes Limited and Apollo Metalex Private Limited. The Ministry of Corporate Affairs, Government of India, vide its general circular No. 2/2011 dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided certain conditions are fulfilled. Accordingly, the annual accounts of the subsidiary companies are not being attached with the balance sheet of the Company.

As per the terms of the said circular, a statement containing brief financial details of the Company's subsidiaries, for the year ended March 31, 2012 is included in the annual report. The Company will make available the annual accounts of the subsidiary companies and related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies.

Directors

In accordance with the Companies Act, 1956, and pursuant to Article No. 89 of the Articles of Association of the Company, Mr. Vinay Gupta and Mr. S. T. Gerela retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Further, with a view to broad-base the Board and bring strategic focus in business and ensure better governance of the increased level of business activities of the Company, Mr. Ashok Kumar Gupta was appointed as an Additional Director by the Board of Directors of the Company in its meeting held on October 19, 2011. He was further designated / appointed as Managing Director of the Company and his appointment as Managing Director was approved by the members of the Company in their Extra-ordinary General Meeting held on November 18, 2011. In terms of this member's approval, Mr. Ashok Kumar Gupta has joined the Company as Managing Director w.e.f. May 1, 2012 and shall be occupying this office till January 31, 2017, the day upto which his appointment has been approved by the members.

However, in terms of the provisions of Section 260 of the Companies Act, 1956, Mr. Ashok Kumar Gupta holds office as an Additional Director only up to the date of this Annual General Meeting and in terms of Section 257 of the Companies Act, 1956, the Company has received notice from a member along with requisite deposit proposing his candidature as a Director of the Company.

Mr. Sanjay Gupta, who has been Managing Director of the Company for almost a decade and under his stewardship the Company has achieved national and international recognitions, with his vision and leadership the Company has attained a remarkable market value and steady growth. APL Apollo today stands as the premier manufacturer of ERW steel tubes and pipes, a government recognised export house, and a household name for quality products. He was appointed as Chairman of the Company (under Whole-time Director category) of the Company for a period of five years with effect from April 1, 2012.

Necessary resolutions for the appointment/reappointment of the aforesaid Directors have been included in the notice convening the Annual General Meeting. None of the Directors are disqualified from being appointed as Directors as specified in the terms of Section 274(1) (g) of the Companies Act, 1956.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Consolidated financial statements

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. The audited consolidated financial statements and the Auditor's Report thereon form part of this annual report.

Auditors and Audit Report

The Auditors of the Company, M/s. VAPS & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

Notes to accounts, referred in the Auditors Report, are self- explanatory and therefore do not require any further comments.

Directors' responsibility statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that:

In the preparation of the annual accounts for the financial year ended March 31, 2012 the applicable accounting standards were followed by the Company and there have been no material departures from the same,

They have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the Company's state of affairs and profits at the end of financial year,

They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

They have prepared the annual accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

Energy conservation, technology absorption, R & D cell and foreign exchanges earning and outgo

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed hereto as Annexure 'A', forming part of this report.

Particulars of Employees

As required under Section 217(2A) of the Companies Act, 1956 and rules made there under, no such employee of the Company's were in receipt of remuneration of more than Rs. 60,00,000 (Rupees Sixty Lacs only) during the year ended March 31, 2012 or of more than Rs. 5,00,000 per month during any part thereof.

Corporate Governance Report

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several globally benchmarked Corporate Governance practices.

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Director's and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of this annual report.

Fixed deposits

During FY 2011-12, the Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and, as such, no amount of principal or interest was outstanding as on the date of balance sheet.

Health and safety

The Company is strongly committed to providing and maintaining a safe, healthy workplace for the employees. Initiatives that ensure a working environment that minimises incidents of risks or personal injury, ill health or damage to property including employee and workplace inductions, appropriate training for all employees, effective supervision, maintenance of safety at plants, equipment and systems of work and regular consultation on health and safety issues.

The development of a safe working culture is the responsibility of everyone and can be best achieved through the cooperative efforts of employees. A safe culture will be reinforced through continual risk assessment, provision of information concerning such risks and the promotion, instruction, training and supervision of employees to ensure safe work practices.

Environment

The Company is committed to minimising the impact of its operations and its products on the environment by adopting sustainable practices. Climate change is one of the most important issues facing the world today. APL Apollo aims to contribute positively to the communities around or near its operations and actively participates in community initiatives, encourages biodiversity and nature conservation.

The Company is committed to ensure the incorporation of environmental responsibility as a part of its normal business practice. APL Apollo products are part of the solution to climate change as steel has inherent environmental advantages by being durable, adaptable, reusable and recyclable. The Company maintains a proactive approach towards environmental management and continuously follows ISO 14001 for manufacturing operations.

Personnel

The Company believes that its employees are key contributors to its business success and efficient operations. With prime focus on attracting and retaining the talent in the industry, the Company offers an excellent working environment and compensations. The Company has a rich pool of technical and managerial skills required for the efficient growth of operations. Your Company enjoys cordial relations with all its employees.

Acknowledgement

The Directors take this opportunity to place on record their thankful appreciation for the assistance and cooperation received from the Company's shareholders, customers, suppliers, bankers, the government and all other concerned authorities. The Board also wishes to place on record its sincere appreciation of the employees of all levels, for their hard work, dedication and commitment.

For and on behalf of the Board

SANJAY GUPTA ASHOK K. GUPTA VINAY GUPTA

Chairman Managing Director Director

Regd. Office:

Delhi 110092 37, Hargobind Enclave,

September 3, 2012 Vikas Marg, Delhi – 110092


Mar 31, 2011

Dear Members,

The Board of Directors hereby presents the 26th Annual Report on the business and operations of your Company along with the financial statements, consolidated and standalone, for the year ended March 31, 2011.

Performance

Your Company recorded a significant growth during the financial year under review. The consolidated gross sales grew to Rs. 98,514.83 lacs, registering a growth of 47.93% over the previous year's sales of Rs. 66,594.83 lacs. Earnings before depreciation, interest and taxation [EBIDTA] stood at Rs. 8,926.69 lacs for the current year, whereas net profit is Rs. 4,309.43 lacs, as compared with Rs. 2,977.50 lacs in the previous year. During the year under report, consolidated sale of steel tubes was 225,142 MT, compared with 156,584 MT in the preceding year.

Dividend

As a part of the Silver Jubilee celebrations, the Company declared two interim dividends at 10% each during the financial year 2010-11 on the 2,02,96,683 outstanding equity shares. The total dividend payout works out to Rs. 4,05,93,366, i.e. Rs. 2 per equity share.

Further, with a view to conserve resources to support the increased level of activities and ongoing capital expenditure, your Directors considered it prudent not to recommend final dividend on the equity shares, hence, the aforesaid interim dividends be considered and approved as final dividend for the financial year under discussion.

Overview

During the financial year 2010-11, the world continued on a path to regain economic stability. Emerging markets like India, China and other Asian countries, as also certain countries in Latin America, continued to register high levels of growth and continued to be centres of significant economic activity as compared with the developed countries, which experienced modest economic activities, and accordingly, in contrast with its global counterparts, the Indian steel industry continued to enjoy strong demand from several sectors resulting in increased volumes and a richer product mix.

The Indian steel industry, the fourth- largest producer of steel in the world after China, Japan and the US, diversified its product mix to include sophisticated value-added steel used in the automotive sector, heavy machinery and physical infrastructure. The steel pipe industry, which forms a major segment of the steel industry by virtue of its various critical and non-critical uses, showed robust growth on account of strong demand from the domestic and export market. Additionally, the industry's impressive performance also owes a great deal to the economic stimulus packages mooted by the government towards sustaining infrastructure spending and measures to promote spending on consumer durables and transportation.

Continued steel usage growth in India not only ensured the Company's phenomenal performance during the year under review but also encouraged it to deliver more and more via continuous improvement, consolidation, magnification of its operations and enrichment of its product mix.

In the recent past, we focused on brand strengthening, entered into new territories, increased our market penetration by reaching smaller consumption centers which enabled us to cut intermediaries' margin and make our products more competitive. We are continually endeavouring to invest in new technologies resulting into new and better products to create unprecedented value for our stakeholders.

However, inflation has now emerged as the new global economic challenge, driven by a substantial rise in the prices of almost all commodities, mineral resources and energy, impacting almost all industrial sectors. Consequently, the years ahead could be challenging, as the Indian government endeavours to curb inflationary growth. Central Banks' anti- inflation measures will affect access to credit and could slow down investment levels as also consumer demand. The most significant impact will however be from the slowdown in major infrastructure projects in the areas of road construction, mass transit systems and power generation. These would have further impact on per capita disposable income and the demand for goods and services.

Detailed analysis covered in the 'Management Discussion and Analysis' pages forms part of this Directors' Report.

Acquisition

To strengthen your Company's position in the emerging markets, especially in the high-end segment, and in the western part of India and for the accelerated pace of growth in the market expansion geographically, your Company strategically acquired 100% shares of M/s Lloyds Line Pipes Limited (hereinafter known as LLPL) from its erstwhile shareholders in all cash deal, inter-alia making it the Company's wholly-owned subsidiary on November 11, 2010.

The ready to use manufacturing facilities of LLPL are API certified and being proximate to ports, these facilities will not only ensure savings in logistics cost, but would also enable higher exports. This will further help the Company in extending its presence into potential markets and to take advantage of the increased demand for all its products. Besides these visible benefits, some yet unidentified synergies are also anticipated from, among other things, the new customer franchise, product development, the impact of consolidation, bidding synergies and other financial synergies.

Operations

There was a turnaround since outburst of recession, for the economy at large and the Company witnessed the effects of the same. In line with the growth plans of the Company, your Directors continued making constant efforts towards enhancement of value for all stakeholders. The Company is the only player having nationwide distribution network supported by multi-location manufacturing facilities, thus leveraging the benefits of chain economics. With the full operation of Phase II and III of the Hosur manufacturing facility during the year, the Company significantly enhanced its product offerings and witnessed improvement in its overall margins. Five additional warehouses- cum-branches were opened at Nagpur, Goa, Bengaluru, Hyderabad and Cochin to cater to the burgeoning demand in various industrial applications, thereby, strengthening the APL Apollo brand.

Further, with an objective towards continuous growth coupled with achieving leadership footprint, the Company is focused on expanding its capacity through both organic and inorganic routes and entering into adjacent business spaces via various initiatives. Post acquisition of LLPL, having API certified manufacturing lines, the consolidated production capacity was augmented to 490,000 MTPA against 274,000 MTPA in FY10 and the Company is targeting emerging demand in the city gas distribution, tubing and casing, a niche area which is under penetrated at present. Efforts are being made to break through into manufacture of low dia high thickness seamless equivalent tubes and dynamically balanced special tubes through the implementation of RSM technology. Your Directors are confident that these efforts will reap huge benefits in future.

Capital

There was no change in the Company's issued, subscribed and paid-up capital and it stands at Rs. 2,029.67 lacs as on date. The authorised share capital of the Company remained at Rs. 25 crores, comprising 250 lac shares of Rs. 10 each.

Preferential Issue

With a view to raise funds for financing the Company's growth and expansion projects, acquisitions, investment in subsidiaries, working capital requirements and general corporate purposes, the Company allotted 16,41,953 Compulsorily Convertible Warrants, to APL Infrastructure Private Limited, a promoter group entity, on preferential basis, on December 22, 2010.

Each warrant entitles the holder thereof, to subscribe to one ordinary share of the Company at a price of Rs. 176 per share. In compliance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, an amount equivalent to 25% of the price aggregating to Rs. 7,22,45,932 (Rupees seven crores twenty two lacs forty five thousand nine hundred thirty two only) was received from the allottee and the option to convert the warrants into ordinary shares is exercisable before June 22, 2012. The aforesaid warrants are outstanding for conversion till date.

Consolidated financial statements

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. The audited consolidated financial statements and the Auditor's Report thereon form part of this annual report.

Subsidiaries

The Company has three wholly-owned subsidiaries namely, Apollo Metalex Private Limited, Shri Lakshmi Metal Udyog Limited and Lloyds Line Pipes Limited. The Ministry of Corporate Affairs, Government of India, vide its general circular No. 2/2011 dated February 8, 2011 granted general exemption under Section 212(8) of the Companies Act, 1956 from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided certain conditions are fulfilled. Accordingly, the annual accounts of the subsidiary companies are not being attached with the balance sheet of the Company.

As per the terms of the said circular, a statement containing brief financial details of the Company's subsidiaries, for the year ended March 31, 2011 is included in the annual report. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

Directors

In accordance with the Companies Act, 1956, and pursuant to Article No. 89 of the Articles of Association of the Company, Mr. Sameer Gupta and Mr. Chandra Shankar Johri retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Necessary resolutions for the appointment/reappointment of the aforesaid Directors have been included in the notice convening the AGM.

None of the Directors are disqualified from being appointed as Directors as specified in the terms of Section 274(1) (g) of the Companies Act, 1956.

Further, Mr. Mukesh K. Jain, an Independent Non-Executive Director on the Board of the Company, left for his heavenly abode on July 2, 2010. The Board places on record, its since appreciation for his leadership and contribution to the growth of the Company.

Auditors and Audit Report

The Auditors M/s VAPS & Co., Chartered Accountants, retire at the Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

Notes to Accounts, referred in the Auditors Report, are self-explanatory and therefore do not require any further comment.

Directors' responsibility statement Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that:

- In the preparation of the annual accounts for the financial year ended March 31, 2011 the applicable accounting standards were followed by the Company and there has been no material departures from the same,

- They have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the Company's state of affairs and profits at the end of financial year,

- They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

- They have prepared the annual accounts for the financial year ended March 31, 2011 on a going-concern basis.

Energy conservation, technology absorption, R&D and foreign exchange earnings and outgo

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo is as follows:

I. Conservation of Energy

(a) Energy conservation measures taken:

The Company gives the highest priority for conservation of energy by using a mix of technology changes, process optimisation methods and other conventional methods, on an ongoing basis. Various energy conservation measures taken by the Company are:

i. Use of energy saving devices like TFT monitors, CFL tubes, LED lights, among others.

ii. Optimisation of load factor.

iii. Defined AC working hours and temperature to suit seasonal changes

iv. Optimisation of processes to enhance production.

(b) Additional Investment and proposals, if any, being implemented for reduction of consumption of energy: The Company is making constant efforts to locate all the possible areas where additional investment can be considered for conservation of energy. Also, the Company is contemplating use of Liquefied Natural gas (LNG) for captive power generation.

(c) Impact of the measures taken above and consequent impact on the cost of production of goods: Use of LNG would contribute in substantial saving in fuel expenses thus, reducing per metric tonne power cost and will also ensure environmental protection.

The above measures resulted in substantial saving in the consumption of energy and consequent saving in the cost of production.

(d) Total energy consumption and energy consumption per unit of production:

II. Technology Absorption Research and Development (R&D)

1. Specific areas in which R&D carried out by the Company: The research and development activities were focused towards improvement in products and processes and consequent reduction in cost. With the introduction of RSM technology, we are developing dynamically balanced tubes which find applications in high speed conveyors and various other applications. In addition to this, the Company installed a new process named 'cold sawing' which enables to produce round and hollow sections with burr free ends. R&D was also carried out for development of different varieties of steel tubes to meet the specific requirements of customers in various sectors.

2. Benefits derived as a result of the above R&D: The research and development activity resulted in process

optimisation, cost saving, reduction in manpower and in time as well as product development. The Company stepped towards the development of special tubes, thus gaining a competitive edge.

3. Future plan of action: The Company will further improve the quality of its products and continue with its activities in the field of research and development with a view to introduce new and innovative products.

Technology absorption, adaptation and innovation

1. Efforts, in brief, made towards technology absorption, adaptation and innovation: The Company continues to lay emphasis on development and innovation of in-house technological and technical skills. Constant efforts are being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

The Company is implementing Rotary Sizing Mill (RSM) technology, from Kusakabe, Japan, world leader in tube making industry with a view, to develop high precision dynamically balanced steel tubes.

2. Benefits derived as a result of the above efforts: The implementation of RSM technology will contribute towards improving the existing products, thus enabling the Company to cater to the needs of diverse industrial applications.

III. Foreign exchange earnings and outgo:

(a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans:

The Company is presently exporting its products to more than 35 countries across the world. It has a constant watch on the developments in the global steel tubes and pipes Industry with focus on untapped markets by providing value- added products customised around customer requirements. The Company's representatives also participate in various trade fairs and exhibitions concerning the industry, from time to time.

With an objective to increase our presence in new geographies and territories, the Company acquired LLoyds Line Pipes Limited during FY11, having manufacturing facilities contiguous to the ports in western part of the country, thus providing an opportunity to augment export sales.

Particulars of Employees

There is no employee whose particulars are required to be furnished in terms of Section 217(2A) of the Companies Act, 1956 and rules made there under.

Corporate Governance Report

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company also implemented several best Corporate Governance practices as prevalent globally.

Pursuant to Clause 49 of the Listing Agreements with the stock exchanges, a Management Discussion and Analysis, Corporate Governance report, Managing Director's and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the annual report.

Fixed deposits

We have not accepted any fixed deposits till date and, hence, no amount of principal or interest was outstanding as on the date of balance sheet.

Health & Safety

The Company is strongly committed to providing and maintaining a safe, healthy workplace for the employees and anyone else likely to be affected by hazards in the workplace. Initiatives that ensure a working environment that minimises incidents of risks or personal injury, ill health or damage to property include employee and workplace inductions, appropriate training for all employees, effective supervision, safe plants, equipment and systems of work and regular consultation on health and safety issues.

The development of a safe working culture is the responsibility of everyone and can be best achieved through the cooperative efforts of employees. A safe culture will be reinforced through continual risk assessment, provision of information concerning such risks and the promotion, instruction, training and supervision of employees to ensure safe work practices.

Environment

The Company is committed to minimising the environmental impact of its operations and its products by adopting sustainable practices and continuous improvements in environmental performance. Climate change is one of the most important issues facing the world today. APL Apollo aims to contribute positively to the communities around or near its operations and actively participates in community initiatives, encourages biodiversity and nature conservation.

The Company is committed to ensuring the incorporation of environmental responsibility as a part of its normal business practice.

Personnel

The Company believes that its employees are key contributors to its business success and efficiency operations. With prime focus on attracting and retaining the talent in the industry, the Company offers an excellent working environment and compensations. The Company has a rich pool of technical and managerial skills required for the efficient growth of operations. Your Company enjoys very cordial relations with all its employees.

Acknowledgement

The Directors take this opportunity to place on record their thankful appreciation for the assistance and co- operation received from the Company's shareholders, customers, suppliers, bankers, government and all other concerned authorities. The Board also wishes to place on record its sincere appreciation of the employees of all levels, for their hard work, dedication and commitment.

For and on behalf of the Board

Sanjay Gupta

Chairman-cum- Managing Director

Delhi 110092 Vinay Gupta

August 30, 2011 Director

Regd. Office:

37, Hargobind Enclave,

Vikas Marg, Delhi - 110092


Mar 31, 2010

The Board of Directors hereby presents the 25th annual report on the business and operations of your Company along with the financial statements, consolidated and standalone, for the year ended March 31, 2010.

Performance

Your Company recorded a significant growth during the financial year under review. The consolidated net sales grew to?61,800.84 lacs, registering a growth of 17.34% over the previous years sales of ?52,666.39 lacs. Earnings before depreciation, interest and taxation [EBDITA] stood at ?6,628.48 lacs in the current year, as compared with ?2,852.76 lacs in the previous year. During the year under report, consolidated sale of steel tubes was 1,56,584 MT, compared with 1,15,214 MT in the preceding year.

Dividend

As a part of Silver Jubilee Celebrations, the Company declared two interim dividends of 10% each for the financial year 2009-10 on the 2,02,96,683 outstanding equity shares. The total dividend payout works out to ?4,05,93,366, i.e. ?2 per equity share. These interim dividends be considered and approved as final dividend for the financial year under discussion.

Overview

Following two years of the worst global economic downturn in most peoples living memory, which resulted in sharp decline in volumes in the steel industry and a consequent significant plunge in steel prices across the world, the world seems to be regaining some economic stability but with dramatic shifts in the concentration of economic strength. The growth rates in developed world economies are still extremely moderate, while countries in the developing world have registered high levels of economic growth and some have become new centers of global capacity, demand and control over natural resources. The steel industry has also been impacted by these global shifts, and as a result the requirement of steel is growing in new emerging markets, where downstream user industries are experiencing high demand.

India emerged as a strong economy during this crisis period, where the demand conditions continued to be relatively stable, even though prices dropped significantly in line with the global pricing scenario, and as such is being considered as a new and robust centre of economic activities.

Recognising the need for growth and riding on the rising Indian economy, APL Apollo put into action initiatives that will ensure its growth is sustainable, including expansion, new acquisitions, retail, value-added manufacturing and strategic procurement, among others. Detailed analysis covered in the ‘management discussion and analysis pages forms part of this Directors Report.

Operations

We started our journey twenty five years ago with an impeccable mission and have carved an unparalleled position in the industry. Our passion for excellence, investment in technology and engineering, a genuine team spirit, clear objectives, ethical business practices and well-defined goals have infused an accelerated pace of growth in the expansion of our Company. Through integrated product pipeline, world-class brand, upstream and downstream tie- ups along with a rapidly growing domestic market and consumption centers across the world we have come to acquire a leaders status.

Our multi-location manufacturing facilities offer a comprehensive range of steel products, ERW black tubes and pipes, hot-dipped galvanised and pre- galvanised tubes, hollow sections and structurals, among others. Towards our goals of growth, we have transformed five of the our branches in Ghaziabad, Gurgaon, Jaipur, Pune and Ludhiana to a full-fledged steel product retail chain under the name of APL Apollo Steel World. Additionally, we expect to soon open five more outlets in Cochin, Chennai, Hyderabad, Bangaluru and Ahmedabad.

Expansions

We commissioned world-scale manufacturing facilities at Hosur, Tamil Nadu, with installed capacity of 2,00,000 MTPA, with a view to support the Companys current operations and its growth aspirations, strengthen our position in the southern part of India and extend the brand ‘APL Apollo® in promising markets. Today, we are the largest player of the segment having multi-locational installed capacities of 4,00,000 MTPA. After having manufacturing lines in northern and southern India, we are actively pursuing the opportunity to have a presence in West India. Under active consideration is either a greenfield project or acquisition of an existing facility of similar capacity as that of Hosur Plant.

Change of name

‘APL Apollo signifies our passion and commitment for innovations, superior quality, services and trust. Considering the outstanding reputation of our vibrant brand ‘APL Apollo in both Indian and international markets, the name of the Company was changed from ‘Bihar Tubes Limited to ‘APL Apollo Tubes Limited to attain a strategic image makeover and brand building.

Capital

There was no change in the Companys issued, subscribed and paid-up capital and it stands at ?2,029.67 lacs as on date. The authorised share capital of the Company remained at ?25 crores, consisting of 250 lac shares of ?10 each.

Subsidiaries

The Company has two subsidiaries namely Apollo Metalex Private Limited and Shri Lakshmi Metal Udyog Limited. A statement of the Companys interest in the subsidiary along with all other statutory information pursuant to Section 212 of the Companies Act, 1956, is enclosed and forms part of this annual report.

Directors

In accordance with the Companies Act, 1956, and pursuant to Article No. 89 of the Articles of Association of the Company, Mr. Vinay Gupta and Mr. Aniq Husain retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Company lost one of its valuable Directors, Mr. Mukesh K Jain, due to his untimely demise on July 2, 2010. The Directors would like to place on record their appreciation for his leadership and contributions to the growth of the Company.

Necessary resolutions for the appointment/re-appointment of the aforesaid Directors have been included in the notice convening the AGM.

None of the Directors are disqualified from being appointed as Directors as specified in the terms of Section 274(1) (g) of the Companies Act, 1956.

Auditors and Audit Report

The Auditors M/s VAPS & Co., Chartered Accountants, retire at the Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Notes to Accounts, referred in the Auditors Report, are self-explanatory and therefore do not require any further comment.

Consolidated financial statements

Consolidated financial statements were prepared by your Company in accordance with the requirements of the Accounting Standards issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements and the Auditors Report thereon form part of this annual report.

Directors responsibility statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that:

* In the preparation of the annual accounts for the financial year ended March 31, 2010 the applicable accounting standards were followed

* They have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the Companys state of affairs and profits at the end of financial year

* They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

* They have prepared the annual accounts for the financial year ended March 31, 2010 on a going-concern basis

Energy conservation, technology absorption, R&D cell and foreign exchange earnings and outgo

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are as below:

(Amount in Rs.)

Particular 2010 2009

I. Purchase

Unit 47,94,069.00 45,92,289.00

Total amount (Rs) 2,37,71,368.00 2,19,04,304.00

Rate per unit (Rs) 4.96 4.77

II. Own generation through DG

Unit 24,08,292.00 13,50,600.00

Fuel consumed (Ltr) 7,17,173.00 4,49,975.00

Fuel consumed (Rs) 2,24,17,044.00 1,43,14,137.00

Cost per unit (Rs) 9.31 10.60

III. Foreign exchange earnings 23,96,20,154.80 82,57,08,230.12

Foreign exchange outgo 6,82,60,250.40 4,04,48,237.00



Corporate Governance

As per the requirements of Clause 49 of the Listing Agreement with the stock exchanges, a detailed report on compliance of Corporate Governance is annexed herewith and forms part of this annual report. The Auditors certificate on compliance with the mandatory requirements of Clause 49 is annexed to this report.

Fixed deposits

We have not accepted any fixed deposits till date and, as such, no amount of principal or interest was outstanding as of the balance sheet till date.

Health and safety

The Company is strongly committed to providing and maintaining a safe, healthy workplace for employees and anyone else likely to be affected by hazards in the workplace. Initiatives that ensure a working environment that minimises incidents of risk or personal injury, ill health or damage to property include employee and workplace inductions, appropriate training for all employees, effective supervision, safe plants, equipment and systems of work and regular consultation on health and safety issues.

The development of a safe working culture is the responsibility of everyone and can be best achieved through the cooperative efforts of employees. A safe culture will be reinforced through continual risk assessment, provision of information concerning such risks and the promotion, instruction, training and supervision of employees to ensure safe work practices.

Environment

The Company is committed to minimising the environmental impact of its operations and products by adopting sustainable practices and continuous improvements in environmental performance. Climate change is one of the most important issues facing the world today. APL Apollo aims to contribute positively to the communities around or near its operations and actively participates in community initiatives, and encourages biodiversity and nature conservation.

The Company is committed to ensuring the incorporation of environmental responsibility as a part of its normal business practice.

Personnel

The Company believes that its employees are key contributors to its business success and efficiency operations. With prime focus on attracting and retaining the talent in the industry, the Company offers an excellent working environment and compensations. The Company has a rich pool of technical and managerial skills required for the efficient growth of operations.

Your Company enjoys very cordial relations with all its employees. During the year under report, except Mr. Sanjay Gupta, Managing Director of the Company, who is in receipt of 24,00,000 per annum having 17 years of experience, associated with the Company since December 30, 1994, there is no employee in respect of whom the particulars are required to be disclosed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Acknowledgement

The Directors take this opportunity to places on record their thankful appreciation for the assistance and co- operation received from the Companys shareholders, customers, suppliers, bankers, government and all other concerned authorities. The Board also wishes to place on record its sincere appreciation of the employees of all levels, for their hard work, dedication and commitment.

For and on behalf of the Board

Delhi 110092 Sanjay Gupta Vinay Gupta

September 1, 2010 Managing Director Director

Regd. Office:

37, Hargobind Enclave,

Vikas Marg, Delhi - 110092


Mar 31, 2009

We are delighted to present our report on the business and operations of the Company for the year ended March 31, 2009.

FINANCIAL HIGHLIGHTS

Your Company recorded a significant growth during the financial year under review. The Net Sales grew to Rs. 39,531.20 Lacs registering a growth of 40% over the previous years sales of Rs. 28,236.35 Lacs. However, due to adverse economic circumstances and softening of steel prices the Earnings before Depreciation, Interest and Taxation [EBDITA] stood at Rs.1,784.28 Lacs in the current year as compared to Rs. 3,001.90 Lacs in the previous year.

BUSINESS OVERVIEW

While most steel companies across geographies enjoyed strong demand and record earnings in the first half of 2008,the demand for steel weakened significantly after August 2008 with the global financial crisis adversely impacting the construction sector and capital spending.

Steel prices also declined significantly across the world with more than a 50% reduction in the second half, compared to the first half of 2008-09. It is very likely that the annual benchmark rates in 2009 for steel will be settled at a significantly lower level. For most of the world, the overall downward trend continued into the first quarter of 2009 in tandem with the global downturn. Reduced demand and falling prices put extreme pressure on the profits, margins and liquidity of the steel companies.

The slowdown in the real economy the world over is likely to delay recovery in the steel industry in 2009. Steel demand is likely to stabilise in the latter part of 2009 leading to a recovery in 2010. Emerging economies were also affected by the economic crisis, but to a lesser degree. The Indian economy, which is recovering faster than its global peers from the current slowdown, appears better positioned

Detailed analysis covered in Management Discussion and Analysis pages forms part of Directors Report.

ACQUISITIONS

To strengthen your Companys position in the emerging markets, especially in high end segment, and in southern part of India and for the accelerated pace of growth in the market expansion geographically, your Company has strategically acquired Shri Lakshmi Metal Udyog Limited [herein after known as SLMUL] in a non cash deal . For acquisition of 100% Equity of SLMUL from its shareholders your Company issued 17,98,333 (Seventeen Lacs Ninety Eight Thousand Three Hundred and Thirty Three) Equity Shares of Rs. 10/- (Rupees Ten) each on preferential basis on 28th April 2008 to the then shareholders of SLMUL.

SLMUL has installed capacity of 60,000 MTPA for manufacturing ERW Black Pipe, Galvanized Pipes, Hollow Sections, and Structural Tubes. The acquisition will be a high degree integration resulting in an extremely strong balance sheet, earning per share on consolidated basis, and very strong earning potential. This will further help the Company in extending its brand APL Apollo® in promising markets, and additional installed capacity will enable your company to take advantage of increased demand for its all products.

In addition to these visible benefits, some yet unidentified synergies are also anticipated from, among other things, the new customer franchise, product development, the impact of consolidation, bidding synergies and other financial synergies etc.

HOSUR PROJECT

Company has been examining various potential growth opportunities from time to time in line with its long term objectives and riding on growth drivers of the Industry, the Company has significantly increased its installed capacity, expanded its value added quality product range, added pre galvanized sheet manufacturing facility and manufacturing facilities in southern part of India through acquisition route in the recent past.

All these acquisitions and expansion of existing installed capacities have helped the Company in achieving its Goals. However, for accelerated pace of growth, strengthen the Companys position in the emerging markets, especially in southern part of India, (there is huge demand-supply gap in this particular region) it became necessary to set up a green field project thereat and accordingly, your Companys international standards mega project with installed capacity of 2,00,000 MTPA is under implementation at Hosur (Tamilnadu) a strategically preferred location to cater southern India demand and exports to Sri Lanka and other south asian countries.

Commercial production of the first phase of Hosur Project is expected by third week of September 2009

DIVIDEND

The Company is planning major expansions ahead. Keeping in view of the Companys growth momentum, execution of expansion plans, the capital-intensive nature of the business and the consequent higher expenditure on account of depreciation and interest, no dividend is being recommended.

SUBSIDIARIES

The Company has two wholly owned subsidiaries namely Apollo Metalex Pvt. Ltd. and Shri Lakshmi Metal Udyog Ltd. A Statement of the Companys interest in the subsidiary along with all other statutory information pursuant to sec. 212 of the Companies Act, 1956 is enclosed and form part of Annual Report.

DIRECTORS

In accordance with the Companies Act, 1956 and pursuant to Article No. 89 of Articles of Association of the Company, Mr. C S Johri and Mr. S T Gerela retires by rotation at ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

Further, to strengthen the board and boost the professionalism across the organization Mr. Mukesh K Jain was appointed as additional directors of the Company on April 30, 2009 and as such hold office up to the date of the ensuing Annual General Meeting. In terms of Section 257 of the Companies Act, 1956 he is proposed to be appointed in the ensuing AGM.

Necessary resolutions for the appointment / re- appointment of the aforesaid directors have been included in the notice convening the AGM. None of the directors are disqualified from being appointed as directors as specified in terms of Section 274(1)(g) of the Companies Act, 1956.

AUDITORS & AUDIT REPORT

The Auditors M/s VAPS & Co. Chartered Accountants retire at the Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Notes to the Accounts referred in the Auditors Report are self-explanatory and therefore do not call for any further comment. The Company does not have any approved gratuity fund and it is the policy of the company to provide gratuity at the time it is paid.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, your directors confirm that:

- In the preparation of the annual accounts for the financial year ended March 31, 2009 the applicable accounting standards have been followed;

- They have selected such accounting policies and applied them consistently and made judgment 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 financial year and of the profit of the Company for year under review;

- They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- They have prepared the annual accounts for the financial year ended March 31, 2009 on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, R & D CELL AND FOREIGN EXCHANGE EARNING & OUTGO.

Information Pursuant to Section 217 (1) (e) of the Companies Act, 1956, Read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of conservation of Energy, Technology Absorption and Foreign Exchange Earnings & outgo are as below:

(Amount in Rs.)

Particulars 2009 2008

I. Purchase Unit 45,92,289 44,08,250

Total Amount (Rs.) 2,19,04,304 1,85,56,423.00 Rate per unit in Rs. 4.77 4.21

II. Own Generation Through Diesel Generator

Unit 13,50,600 14,02,323

Fuel Consumed ( in Ltr.) 4,49,975 4,56,500

Fuel Consumed ( in Rs.) 1,43,14,137.75 130,62,985.49

Cost per Unit in Rs. 10.60 9.32

III. Foreign Exchange Earnings 82,57,08,230.12 32,78,22,912.82

Foreign Exchange outgo 4,04,48,237.00 6,74,84,625.68

CONSOLIDATED FINANCIAL STATEMENT

A Consolidated Financial Statements have been prepared by your company in accordance with AS-21 issued by ICAI. The audited Consolidated Financial Statements together with Auditors Report thereon forms part of the Annual Report.

PERSONNEL

The Company believes that its employees are key contributors to its business success and efficient operations. With prime focus on attracting and retaining the talent in the industry, the company offers excellent working environment and compensations. The company has a rich pool of technical and managerial skills required for the efficient growth of operations.

Your Company enjoys very cordial relations with all its employees. During the year under report, there is no employee in respect of whom the particulars are required to be disclosed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

CORPORATE GOVERNANCE REPORT

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchange, a detailed report on compliance on Corporate Governance is annexed herewith and form part of the annual report. The auditors certificate on compliance with the mandatory requirements of clause 49 is annexed to this report.

FIXED DEPOSITS

We have not accepted any fixed deposits till date and, as such, no amount of principal or interest was outstanding as of the balance sheet till date.

ACKNOWLEDGMENT

The directors take this opportunity to places on record their thankful appreciation for the assistance and co- operation received from the companys shareholders, customers, suppliers, bankers, government and all other concerned authorities. The Board also wish to place on record their sincere appreciation of the employees of all levels for their hard work, dedication and commitment.

For and on behalf of the Board

(SANJAY GUPTA) (VINAY GUPTA) MANAGING DIRECTOR DIRECTOR

Regd. Office:

37, Hargobind Enclave, Vikas Marg, Delhi-110092. Delhi 110 092 September 4, 2009