Home  »  Company  »  Apollo TriCoat Tubes  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Apollo TriCoat Tubes Ltd.

Mar 31, 2022

The Board of Directors hereby presents the report of the business and operations of your Company along with audited financial statements for the financial year ended March 31, 2022.

1. Financial Performance

The summarized financial results of your fomnany are given in the tahle helow

(H in crores)

Particulars

F.Y. 2021-22

F.Y. 2020-21

Income from Operations

2732.11

1472.81

Other income

2.40

1.80

Total revenue

2734.51

1474.61

Earning hefore Depreciation, Interest., Tax (EBIDTA)

211.05

165.48

Depreciation

19.08

16.53

Profit Before Interest & Tax

191.97

148.95

Interest

4.96

9.70

Profit hefore Tax

187.01

139.25

Taxation

47.36

34.24

Profit for the year

139.65

105.01

The Company''s revenue improved hy 85.44% to 2734.51 crores; EBITDA increased hy 27.54% to T211.05 frores; Net profit increased hy 32.99% to T139.65 frores.

2. Dividend

In order to augment resources, the Board of Directors of the Company has not recommended any Dividend for the financial year 2021-22. Pursuant to Regulation 43A of the SEBI (Listing Ohligations & Disclosure Requirements) Regulations, 2015 (as amended), the Company has formulated the Dividend Distrihution policy and the same is availahle on our wehsite at : httn://ano[[otricoat.com/investors/no[icies/

3. Transfer to Reserves:

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

4. Operational performance

The Company continued to scale new heights.

The second wave of the pandemic struck India at the start of FY22. It tested India severely on all counts. During these trying times, your Company put people hefore performance. Business operations were significantly reduced in keeping with the government''s safety protocols which included a restricted workforce

and maintaining social distancing norms. The Company organised multiple vaccination drives to cover all its employees. This allayed fear among the team and provided motivation to restore normalcy in husiness activities.

With the return to normalcy, demand continued to swell keeping the organisation ahuzz with activity. As a result, sales volumes scaled northward. The Company continued to streamline its plant operations through small yet meaningful improvement which helped in improving man-machine productivity and shopfloor efficiency.

Hence, after a tepid performance in the first quarter of FY22, the company''s performance picked up in each quarter thereafter to post the hest financial numhers ever in the history of the Company this far.

5. Management’s Discussion and Analysis Report

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

6. Deposits

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

7. Share Capital

As on March 31, 2022 the authorized capital of the Company stood increased from H6.50 crore to ?15 crore divided into 7,50,00,000 equity shares of ?2 each, pursuant to the approval granted by the members on September 2, 2021.

During the period under review, the Company (on September 20, 2021) allotted 3,04,00,000 equity shares of face value of ?2/- each as fully-paid up bonus equity shares, in the ratio of One equity share of ?2/- each for every One existing equity share of ?2/- each.

Pursuant to abovesaid allotment of Equity shares, the paid up capital of the Company stands increased from ?6.08 Cr to ?12.16 Cr comprising of 6,08,00,000 equity shares of ?2 each.

8. Credit Rating

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

1. ICRA assigned the long term credit rating [ICRA]AA (Stable) and Short Term [ICRA]A1 .

2. CRISIL assigned the long term credit rating AA; (Stable) and short term rating A1 .

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

As the members are aware of, the Board of Directors of Company at its meeting held on February 27, 2021, had approved a scheme of amalgamation of Shri Lakshmi Metal Udyog Limited and the Company with APL Apollo Tubes Limited and their respective shareholders and creditors, under Sections 230 to 232 of the Companies Act, 2013. Subsequently BSE Limited and National Stock Exchange of India Limited have given their No Objection to the Scheme.

Further, during the year under review, the shareholders, the secured creditors and the unsecured creditors of Company, at their separate meetings held on February 7, 2022, had approved the said scheme of amalgamation. Similar approvals have been received by Shri Lakhsmi Metal Udyog Limited and APL Apollo Tubes Limited also. The Scheme is now subject to sanction of the Hon''ble NCLT, Delhi. NCLT has fixed May

10. 2022 as the final date of hearing for considering the sanctioning of the Scheme. On the scheme being effective, the Company will get dissolved and all

its assets and liabilities will get transferred to the transferee company. The Scheme related details are available on the website of the Company at http://apollotricoat.com/investors/amalgamation/

10. Annual Return

In accordance with the provisions of Section 134 (3)

(a) of the Companies Act, 2013, the Annual Return, as required under Section 92 of the Act for the financial year 2021-22, is available on the Company''s website at www.apollotricoat.com.

11. Directors and Key Managerial Personnel

Shri Romi Sehgal, Director retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his reappointment will form part of the AGM Notice.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have given the declarations that each of them meets the criteria of Independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)

(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been no change in the circumstances which may affect their status as independent director during the year.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transaction with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

During the year under review, Shri Nand Lal Bansal had resigned from the post of Chief Financial Officer of the company and in his place Shri Sunil Mittal was appointed as the Chief Financial Officer of the company w.e.f. 6th August, 2021. Further, Ms. Surbhi Arora resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 24th January, 2022 and Shri Shivam Maheshwari was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 25th January, 2022.

12. Number of meetings of the Board

The Board of directors met 4 (Four) times during the year under review. The details of the meetings of the Board are provided in the Corporate Governance Report, which forms part of this report.

13. Performance evaluation

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

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

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as composition of committees, terms of reference of committees, effectiveness of the committee meetings, participation of the members of the committee in the meetings, etc.

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

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

14. Policy on directors’ appointment and remuneration and other details

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

15. Internal Financial Controls

The Company has in place adequate internal financial controls as referred in Section 134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2022 the Board is of the opinion that the Company had sound Internal Financial Controls commensurate with the size and nature of its operations and are

operating effectively and no reportable material weakness was observed in the system during the year.

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of fraud and completeness of the accounting standards and the timely preparation of reliable financial disclosures and financial statements of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. The Audit Committee engages in discussions with the internal auditors periodically and the observations and suggestions of the auditors are suitably taken care of.

16. Audit committee

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

17. Auditors & Auditor’s ReportA. Statutory Auditors

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

The report of the Statutory Auditors on the standalone financial statements for the FY 2021-22 does not contain any qualification, reservation or adverse remark requiring any explanation on the part of the Board. The observations given therein read with the relevant notes are self-explanatory.

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

B. Cost Audit

The Cost Audit Report of the Company for the Financial Year ended March 31, 2022 issued by M/s HMVN & Associates, Cost Accountants (FRN: 000290) will be filed with the MCA after its noting by the Board. The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act.

the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at [email protected] . The said information is available for inspection at the Registered Office of the Company during working days of the Company upto the date of the ensuing AGM.

21. Vigil Mechanism

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

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Vigilance Officers/Chairman of the Audit Committee of the Company for redressal.

The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the Company and may be accessed at the link: http://apollotricoat.com/ investors/policies/

During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2021-22.

22. Directors Responsibility Statement

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

I. i n the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

II. 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 state of affairs of the Company at the end of the


C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s Anjali Yadav & Associates, Company Secretaries in practice as Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial year 2021-22. The report given by them for the said financial year in the prescribed format is annexed to this report as Annexure ''A''. The Secretarial Audit Report is self- explanatory and does not contain any qualification, reservation or adverse remark.

18. Loans, Guarantees and Investments

The particulars of loans, guarantees and Investments have been disclosed in the Notes to the Financial Statements.

19. Related Party Transactions

All the related party transactions (RPTs) entered during the financial year were on an arm''s length basis and in the ordinary course of business. In compliance with applicable provisions of the Act and Listing Regulations, for the RPTs which are foreseen and repetitive in nature, omnibus approval of the Audit Committee is obtained at the beginning of the financial year, as per the RPT policy of the Company. All the RPTs undertaken during the year are disclosed in the Note No. 38 to Financial Statements.

Further, the Company has not entered into any contract or arrangement or transaction with the related parties which were not on ''arm''s length'' basis or could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the above, it is not required to provide the specific disclosure of related party transaction in Form AOC-2.

20. Managerial Remuneration and particulars of employees

Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as Annexure ''B''. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above rules form part of this report. However in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the members of

26. Committees of The Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. As on March 31, 2022, foiiowing statutory Committees constituted by the Board function according to their respective roies and defined scope:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Corporate Sociai Responsibiiity Committee

IV. Stakehoiders Reiationship Committee

V. Risk Management Committee

VI. Finance Committee

Detaiis of composition, terms of reference and number of meetings heid for respective committees and other reievant detaiis are given in the Report on Corporate Governance, which forms a part of this Report.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

During the period under review the Company has duiy compiied with the appiicabie provisions of

financial year and of the profit of the Company for that period;

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

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

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

VI. t hey have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

23. Corporate Social Responsibility

In compliance with the requirement of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee comprises of Shri Anil Kumar Bansai as Chairman and Shri. Rahul Gupta, Ms. Neeru Abroi as its other members. 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 year under review, the Company has made contribution of R1.35 Crores for various CSR purposes 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 ''C''.

The CSR Policy has been uploaded on the Company''s website and may be accessed at the link: http://apoiiotricoat.com/investors/poiicies/

24. Conservation of energy, technology absorption, 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 as Annexure ''D’, forming part of this Report.

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

The Company has zero tolerance for sexual harassment at the work place and has adopted a policy on prevention, prohibition and redressai of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressai of complaints of sexuai harassment at workpiace.

Internai Compiaints Committee (ICC) is in piace for aii administrative units or offices of Apoiio Tricoat to redress compiaints received regarding sexuai harassment.

Summary of sexuai harassment issues raised, attended and dispensed during FY 2021-22:

No. of Cases pending at the beginning of the

Nii

financial year

No. of compiaints received

Nii

No. of compiaints disposed of

NA

No. of cases pending for more than 90 days

NA

b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.

c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

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

e) Details regarding Risk Management

30. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES

The Company had entered into Power Purchase Agreement entered with Radiance Ka Sunrise Two Private Limited (Radiance) for purchase of solar power. Pursuant to this agreement, the Company has acquired 26% stake in Radiance with effect from September 13, 2021 for meeting the regulatory requirements of Power Purchase Agreement. This investment has been accounted for in accordance with Indian Accounting Standard 28 “Investment in associates and joint ventures”. The Company does not have any share of profit in Radiance and hence there is no impact on consolidated profit of the Company. A report on the performance and financial position of associates company in form AOC-1 is annexed hereto as Annexure ''E’ and forms part of this report.

31. Acknowledgements

The Directors thank the Company''s employees, customers, vendors and investors for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the Apollo Tricoat family.

By the order of the Board Sd/-

Date: May 6, 2022 Rahul Gupta

Place: Ghaziabad Managing Director

the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

28. 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 review:

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

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

c. Significant or material orders passed by the Regulators or courts or Tribunal which impacts the going concern status and Company''s operations in future.

d. Transfer to Investors Education and Investors Fund.

e. Reporting of fraud by Auditors

f. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government

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

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

29. CORPORATE GOVERNANCE

Your company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report is annexed to this report (Annexure ''F’).

The Corporate Governance Report which forms part of this report, also covers the following:

a) Particulars of the Board Meetings held during the financial year under review.


Mar 31, 2018

DIRECTORS'' REPORT

To the Members of, Apollo TriCoat Tubes Limited

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''Apollo TriCoat'') along with audited financial statements for the financial year ended March 31, 2018.

1. Financial Performance

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

(Rs, in lakhs)

Particulars

F.Y. 2017-18

F.Y. 2016-17

Income from Operations

19,110.27

6,124.43

Other income

28.38

66.38

Total revenue

19,138.65

6,190.81

Earning before

1,189.83

407.79

Depreciation, Int., Tax

(EBIDTA)

Depreciation

17.10

8.16

Profit Before Interest &

1,172.73

399.63

Tax

Interest

188.24

172.43

Profit before Tax

984.49

227.20

Taxation

286.52

82.97

Profit for the year

697.97

141.10

of TriCoat Tubes in three variants SureCoat, DuraCoat and SuperCoat with the advanced Galvant Technology for the first time in India having total capacity of 50,000 MT. The Galvant technology has been obtained from USA to manufacture tubes with triple layer of protection coating i.e. paint, zinc and UV organic coating with total capital outlay up to Rs, 100 crores. It is an ecofriendly product which is free from lead, cadmium and hexavalent chrome. This product is used worldwide as a substitute of PVC electrical Conduit Pipes.

2. Dividend

The Company has not declared any Dividend during the financial year 2017-18.

3. Performance Review

The Company has posted impressive performance during the current financial year under review. The revenue from operations grew by staggering 212% from Rs, 6,124.43 Lakhs in financial year 2017 to Rs, 19,110.27 Lakhs in the financial year 2018. Total EBIDTA grew by 192%, from Rs, 407.79 Lakhs in financial year 2017 to Rs, 1,189.83 Lakhs in financial year 2018. PAT (net profit after tax) stood at Rs, 697.97 Lakhs in financial year 2018.

4. Projects & Expansion Plans

The Company is in the process of setting up a manufacturing plant at Malur Industrial Area, Bangalore for manufacturing of TriCoat Tubes in three variants SureCoat, DuraCoat and SuperCoat with the advanced Galvant Technology for the first time in India having total capacity of 50,000 MT. The Galvant technology has been obtained from USA to manufacture tubes with triple layer of protection coating i.e. paint, zinc and UV organic coating with total capital outlay up to Rs, 100 crores. It is an ecofriendly product which is free from lead, cadmium and hexavalent chrome. This product is used worldwide as a substitute of PVC electrical Conduit Pipes.

5. Management''s Discussion and Analysis Report

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

6. Share Capital

During the year under review, the Authorized Share Capital of the Company was increased to Rs, 6.50 Crore from Rs, 4 Crore

Further, consequent to allotment of 72,00,000 Equity Shares on preferential basis to Sh. Rahul Gupta, the Paid Up Share Capital of the Company was increased to Rs, 2.57 Crore from Rs, 1.85 Crore

Further, the Company has issued 48,00,000 Fully Convertible Warrants, being convertible into equity shares of Rs, 2/- each, at an issue price of Rs, 120/- each share. The Company has not issued shares with differential voting rights nor sweat equity or bonus shares.

7. Deposits

Your Company has neither accepted nor renewed any deposits falling 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.

8. Change in the nature of business, if any

The Company is pleased to announce that to improve the performance and expanding the business in new verticals, the Company in financial Year 2017-18 changed to the business of manufacturing tubes in three variant SureCoat, DuraCoat and SuperCoat as its main business.

Owing to the Change in the Object clause, the Company has changed its name from M/s Best Steel Logistics Limited to M/s Apollo TriCoat Tubes Limited, as approved by the members through Postal Ballot on August 04, 2018.

9. Internal Financial Controls

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of fraud and completeness of the accounting standards and the timely preparation of reliable financial disclosures. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

10. Credit Rating

The Company continues rating of [ICRA]A-(SO) for its long term facilities and [ICRA]A2 (SO) for its short term facilities received from ICRA Limited (ICRA).

The Transition from Previous GAAP to Ind AS has been accounted for in accordance with Ind AS 101 ''First Time Adoption of Indian Accounting Standard" with April 1, 2016 being the transition date and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the other accounting principles generally accepted in India.

Consequent to the introduction of Goods and Service Tax (GST) with effect from July 1, 2017, Central Excise, Value Added Tax (VAT) etc. have been replaced by GST.

2. Dividend

The Company has not declared any Dividend during the financial year 2017-18.

3. Performance Review

The Company has posted impressive performance during the current financial year under review. The revenue from operations grew by staggering 212% from '' 6,124.43 Lakhs in financial year 2017 to Rs, 19,110.27 Lakhs in the financial year 2018. Total EBIDTA grew by 192%, from Rs, 407.79 Lakhs in financial year 2017 to Rs, 1,189.83 Lakhs in financial year 2018. PAT (net profit after tax) stood at Rs, 697.97 Lakhs in financial year 2018.

4. Projects & Expansion Plans

The Company is in the process of setting up a manufacturing plant at Malur Industrial Area, Bangalore for manufacturing

Particulars

F.Y. 2017-18

F.Y. 2016-17

Income from Operations

19,110.27

6,124.43

Other income

28.38

66.38

Total revenue

19,138.65

6,190.81

Earning before

1,189.83

407.79

Depreciation, Int., Tax

(EBIDTA)

Depreciation

17.10

8.16

Profit Before Interest &

1,172.73

399.63

Tax

Interest

188.24

172.43

Profit before Tax

984.49

227.20

Taxation

286.52

82.97

Profit for the year

697.97

141.10

11. Extract of the Annual Return

The extract of the Annual Return pursuant of Section 134 (3)

(a) of the Companies Act, 2013 in Form no. MGT-9 is annexed hereto as Annexure-''A" and forms part of this Report.

12. Directors and Key Managerial Personnel

a. All the Independent Directors have given declarations that they meet the criteria of Independence as laid down in Section 149 of the Act and Listing Regulations. Based on the

disclosure provided by Directors, none of them are disqualified from being appointed as Directors under Section 164 of the Companies Act, 2013.

b. Appointment

Mrs. Megha Gupta and Sh. Anil Kumar Bansal, who were appointed as Additional Directors by the Board of the Directors of the Company with effect from June 11, 2018 in terms of Section 161 of Companies Act, 2013 and Articles of Association of the Company, holds office until the date of ensuing Annual General Meeting. Your Company has received notices under Section 160 of the Companies Act, 2013 from shareholders of your Company, signifying their intention to propose the names of Mrs. Megha Gupta and Sh. Anil Kumar Bansal, for appointment as a Director of your Company.

Further, Sh. Rahul Gupta was appointed as Managing Director of the Company w.e.f May 4, 2018 for a term of 5 years, subject to approval of Shareholders in ensuing AGM.

c. Resignation

Sh. Saket Agarwal, Mrs. Gunjan Agarwal and Sh. Rajeev Kohli, Directors of the Company, resigned with effect from June 12, 2018.

d. Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, the Key

Managerial Personnel of the Company are - Sh. Rahul Gupta (Managing Director), Ms. Surbhi Arora (Company Secretary) and Sh. Amresh Kumar Mishra (Chief Financial Officer). Sh. Amresh Kumar Mishra was appointed as Chief Financial Officer of the Company w.e.f June 11, 2018.

13. Auditors and Auditor''s Report

a. Statutory Auditors: M/s VAPS & Co., Chartered Accountants, Delhi (FRN 003612N) as Auditors of the Company to hold the office from the conclusion of the 33rd Annual General Meeting held on September 28, 2015 until the conclusion of the 37th Annual General Meeting, subject to ratification of the appointment by the members at each AGMs.

The Requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by Ministry of corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting held on September 28, 2015.

The observations of the Auditors in their report on Accounts and the Financial Statements, read with the relevant notes are self explanatory.

Auditors'' Report for the year under review does not contain any qualification or adverse remarks.

b. Secretarial Auditors: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s Anjali Yadav & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit for financial year 2017-18. The Secretarial Audit Report is annexed to this report as Annexure ''B". There are no qualifications, reservation or adverse remark in the report.

14. Related Party Transaction

All Related Part Transaction (RPTs) entered during the financial year were on an arm''s length basis and in the ordinary course of business. In Compliance with applicable provisions of Companies Act 2013 and SEBI (LODR) Regulations, 2015, for RPTs which are foreseen and repetitive in nature, Omnibus Approval of the Audit Committee is obtained at the beginning of the financial year, as per RPT policy. All the RPTs affected during the year are disclosed in the notes to Financial Statements.

There are no materially significant RPTs made by the Company which have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has approved and adopted the policy on Related Party Transaction and same is uploaded on the Company''s website http://www.apollotricoat.com/Policies/ RELATED-PARTY-TRANSACTION-POLICY-POTENTIAL.pdf .

15. Managerial Remuneration and particulars of employees

Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as Annexure ''C''. Further Particulars of employees pursuant to Rule 5(2) & 5(3) of the above rules form part of this report. However in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. The said information is available for inspection at the Registered Office of the Company during working hours.

16. Loans, Guarantees and Investments

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

17. Vigil Mechanism

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns, unethical behavior and irregularities, if any, in the Company noticed by them which could adversely affect Company''s operations to the Audit Committee Chairman. The

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 read with schedule V of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Auditors'' Certificate regarding compliance of conditions of Corporate Governance are annexed to this report (Annexure ''D''). The Corporate Governance Report which forms part of this Report, also covers the following:

a. Particulars of the 6 (six) Board Meetings held during the financial year under review.

b. Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.

c. The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

d. The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

e. Details regarding Risk Management.

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

At Apollo TriCoat, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. Every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Apollo TriCoat. The Whistle-Blower & Protection Policy also provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system.

The Company also 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.

During the year, no complaint has been received for sexual harassment of women at work place by the Company.

22. CORPORATE SOCIAL RESPONSIBILITY

The requirement of Corporate Social Responsibility (CSR) in terms of Section 135 of the Companies Act, 2013 and the rules made there under is not applicable to the Company.

23. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

24. OTHER DISCLOSURES AND REPORTING

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

same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported till date.

18. Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm:

a) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

b) That 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 ended March 31, 2018 and of the profit and loss of the Company for the year.

c) That proper and sufficient care has been taken for the maintenance of 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) That the annual accounts/financial statements have been prepared on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively.

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.

19. Disclosure under Section 134 (3) (m) of the Companies Act, 2013

- Conversation of Energy

The Company continues to give the highest priority for conservation of energy by using a mix of technology changes, process optimization methods and other conventional methods, on an ongoing basis.

- Technology Absorption

The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

- Foreign Exchange Earnings and Outgoing

Expenditure in foreign currency : Nil Earnings in foreign currency : Nil

20. Corporate Governance

Including details pertaining to Board Meetings, Nomination and Remuneration Policy, Performance Evaluation, Risk Management, Audit Committee and Vigil Mechanism:

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

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

c. Significant or material orders passed by the Regulators or courts or Tribunal which impacts the going concern status and Company''s operations in future.

d. Transfer to Investors Education and Investors Fund.

e. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

25. Gratitude & Acknowledgements

Yours Directors place on record their gratitude to the Central Government, State Government, Statutory Authorities and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of customers, vendors, dealers, business associates, and employees in ensuring an excellent all around operational performance.

By the order of the Board

Sd/

Date: August 22, 2018 Rahul Gupta

Place: Delhi Managing Director


Mar 31, 2016

Dear Members,

Potential Investments and Finance Limited

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

Financial Results

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

(Rs.in Lakhs)

Particulars

F.Y 2015-16

F.Y 2014-15

Operative & Other Income

1669.07

6018.25

Depreciation

0.39

0.88

Profit/loss before tax

3.24

9.33

Profit after tax

(0.85)

26.51

Dividend

Keeping in view the performance we are unable to recommend dividend for the year under review. Overview

The Financial year 2015-16 was marked by structural excess steel capacity globally, falling demand and steep drop in prices. Indian steel industry, in-spite of growth in demand faced severe stress and falling in margins caused by surge in steel imports at predatory prices. In these challenging conditions, the Company''s profitability was also impacted.

The Company''s Net worth was Rs. 316.06 lakhs as on 31st March, 2016 as compared to Rs. 316.91 lakhs as on 31st March, 2015.

Management''s Discussion and Analysis Report

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

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, 2016.

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

During the financial year 15-16 the Public Announcement is made for open offer for acquisition of 4,810,000 equity shares by Mr. Saket Agarwal ("Acquirer") in accordance with Regulation 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Further, Mr. Saket Agarwal was entered into Share Purchase Agreement with the Promoters of the Company dated 21.01.2016 to acquire 3097900 equity shares of Promoters (total holding of Promoter/Promoter group) aggregating 16.75% of the total holding, on 31.03.2016 the total holding of Mr. Saket Agarwal is 3800,000 Equity shares comprising 20.54% of total paid up capital of the Company..

Directors Responsibility Statement

Pursuant to the Section 134 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 have been followed along with proper explanations relating to material departures.

b) Such accounting policies and have been applied 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 as at March 31, 2016 and of the Company profits or loss for the year ended on that date.

c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual financial statements have been prepared on a going concern basis.

e) The internal financial controls were laid down to be followed 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.

Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark

No qualification, reservation or adverse remarks were made during the financial 2015-16.

Corporate Governance

Your Company has complied with the requirement of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, the Auditor''s Certificate on compliance of mandatory requirements thereof are given as annexure to this part.

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 dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website http://www.potentialindia.net/investorsinfo/RPTPolicy. The Policy intends to ensure that proper, reporting, approval, disclosure process are in place for all transactions between the Company and Related Parties. This policy specifically deals with review and approval of Related Party Transaction keeping in mind the Potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit committee for review and approval. Prior Omnibus approval for Related Party Transactions which are of repetitive nature and/or entered in the course of Business and are at Arm''s length. All Related Party Transactions which are subjected to Independent review by a reputed accounting firm to establish compliance with the requirement of Related Party Transaction under the Companies Act, 2013 and Regulation 23 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement.

Your Directors draw attention of the members to Note 21 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-B.

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 procedures. Some significant features of Internal controls over financial reporting:

- 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.

- De-risking the Company''s assets/resource and protecting them from any loss.

- 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.

- 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 liability of all financial and operational 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.

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, Ms. Ruta Jindal (DIN: 01366744), retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Mr. Rajeev Kohli (DIN: 01994387) who was appointed as an additional director of the Company in the category of Independent director by the Board of Directors with effect from 22nd December, 2015, 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 in writing from a member of your Company, signifying his intention to propose the name of Mr. Rajeev Kohli for appointment as a Director of your Company.

The Proposals regarding the appointment/re-appointment of the aforesaid Directors are placed for your approval

During the Financial year 2015-16, Mr. Achal Kapoor, has resigned from the post of Company Secretary & Compliance officer of the Company and Mr. Chetan Malik was appointed as a Company secretary of the Company.

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 31.03.2016, the Board of Directors comprises of 4 Directors of which 3 are non-executive including 1 women Director. The number of Independent Directors is 2, 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 173 of Companies Act 2013. The remuneration paid to the Directors is in accordance with the remuneration policy of the Company.

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

The Board carried out an annual performance of its own performance, the Independent Directors individually as well as the evaluation of the working of various Committees of the Board. The performance evaluation was carried out the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report of Corporate Governance annexed hereto.

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.

DISCLOSURES

Number of Meetings of the Board of Directors

During the year 10 Board meeting were convened and held the details of which are given under 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.

Audit Committee

The Audit Committee comprises three Directors, of which two are Non-Executive and Independent Directors. Mr. Bharat Bhushan Sahny is the Chairman of the Committee. The members posses the adequate knowledge of Accounts, Audit and Finance, etc. The Composition 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. Details of establishment of Vigil Mechanism for Directors and Employees

The Company has a vigil mechanism named to deal with instance of fraud and mismanagement, if any. Details of the same are in Corporate Governance Report.

Auditors and Auditor''s Report

A. Statutory Auditors: At the Company''s 33rd Annual General Meeting (AGM) held on 28th September, 2015 M/s VAPS & Co., Chartered Accountants, Auditors of the Company, were appointed as the Company''s Statutory Auditors from the conclusion of the 33rd AGM till the conclusion of the 37th AGM. In terms of Section 139 of the Companies Act, 2013, the appointment of the statutory auditors to hold office from the conclusion of the 33rd AGM until the conclusion of the 37th AGM, is placed before your ratification.

The Auditor''s Report to the shareholders for the period under review does not contain any qualification.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board''s Report.

B. 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 Company has appointed M/s Anjali Yadav & Associates, Company Secretaries, to conduct Secretarial Audit for Financial Year 2015-16. The Secretarial Audit Report for the Financial Year ended on 31st March, 2016 is annexed herewith marked as Annexure "C" 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 of the Companies Act, 2013 Details of Loans, Guarantees and Investments covered under provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Share Capital

There was no change in the Company''s share capital during the period under review. The Company''s paid up equity Share capital remained at Rs. 37,000,000 comprising 1,85,00,000 equity shares of Rs. 2/- each.

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 the this 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 "E", 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 "D".

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 2015-16.

Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 (2) (c) of the Companies Act, 2013, the Company is not required to transfer any amount, during the financial year 2015-16 to the Investor Education and Protection Fund.

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 business associates, state government and local bodies during the period under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by the employees of the Company.

By the Order of the Board

Potential Investments and finance Limited

Sd/-

Place: Delhi Saket Agarwal

Date: 20.07.2016 Director


Mar 31, 2015

Dear Members,

Potential Investments and Finance Limited

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

Financial Results

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

(Figures in Rs.) Particulars F.Y 2014-15 F.Y 2013-14

1. Operative & Other Income 601,825,289.00 498,071,870.00

2. Depreciation 88,172.00 73,108.00

3. Profit/loss before tax 933,081.00 7,279,114.00

4. Profit after tax 2,651,243.00 5,257,424.00

5. Add previous year's balance (7,616,740.00) (12,874,164.00)

6. Balance carried to balance sheet (5,308,106.00) (7,616,740.00)

Dividend

Keeping in view the performance we are unable to recommend dividend for the year under review. Overview

The improvement has been achieved by the Company during the financial year. The Company earned its income mainly from marketing and distribution of steel products. The Company continues to reducing cost of borrowings, finding new markets, etc. We extended our geographical reach to the end users.

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.

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. The Board at their meeting held on 15.10.2014, approved the alteration of Main objects of Memorandum of Association of the Company and the alterations are in the nature of additions and consolidation of the current clauses and that the scope of the existing clauses remained as before.

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.

The Board of Directors in its meeting held on October 15, 2015 approved the alteration in the Memorandum of Association of the Company (MOA) in respect of Main Objects and sub-division of nominal value of equity share from Rs. 10/- each to Rs. 2/- each, subject to the approval of the shareholders. The alterations were approved by the shareholders vide a special resolution passed through Postal Ballot on November 27, 2014.

Directors Responsibility Statement

Pursuant to the Section 134 (1) (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 have 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 end the of the financial year and of the profits 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 annual accounts have been prepared 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.

Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark

The Explanations for the observations mentioned in Secretarial Audit Report issued by the Rashi Sehgal & Associates, Practicing Company Secretaries, that the Company did not take the approval of Registrar of Companies (ROC) by filing Form INC 24 with respect to change of name of the Company from "Potential Investments and Finance Limited" to "Mahabir Infraheights Limited" - The Management decides to continue with the existing name only.

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 the BSE Limited (BSE), are annexed as Annexure "F" 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.

Your Directors draw attention of the members to Note 21 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-B.

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 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. Manoj Gupta, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

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 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

During the Financial year 2014-15, the Board of Directors of the Company met 9 times on 14th April, 2014, 5th June, 2014, 19th July, 2014, 13th August, 2014, 15th October, 2014, 12th November, 2014, 13th February, 2015 and 30th March, 2015.

During the Financial year 2014-15, meeting of the Audit Committee were held on 14th April, 2014, 13th August, 2014, 12th November, 2014 and 13th 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 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.

Composition of the Audit Committee as on 31st March, 2015 is as under:

Name of the Director Category

Mr. Srichand Tekchand Gerela Non-Executive and Independent (Chairman)

Mr. Bharat Bhushan Sahny Non-Executive and Independent

Mr. Manoj Gupta Managing Director

Nomination and Remuneration Committee

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on March 30, 2015, re-constitute the Committee, consisting of 3 Directors of which majority are Independent Directors.

Name of the Director Category

Mr. Bharat Bhushan Sahny Non-Executive and Independent (Chairman)

Mr. Srichand Tekchand Gerela Non-Executive and Independent

Ms. Ruta Jindal Non-Executive Director

Details of establishment of Vigil Mechanism for Directors and Employees

In Compliance with the provision 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 the ethical 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 is adopted by the Board of Directors on their meeting held on August 13, 2015.

Auditors and Auditor's Report

A. Statutory Auditors: M/s VAPS & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and they have offered themselves for re- appointment. 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 financials are self-explanatory and therefore, do not call for any further comments under Section 134 of the Companies Act, 2013.

B. 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 Rashi Sehgal & Associates, Company Secretaries, to conduct Secretarial Audit for Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended on 31st March, 2015 is annexed herewith marked as Annexure "C" 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 of the Companies Act, 2013

The company has given Loans / given any guarantee or provide any security in connection with a loan to any other body corporate under Section 186 of the Companies Act, 2013 during the Financial Year 2014-15, which are given under respective head and the same is furnished in the notes to the Financial Statement.

Share Capital

The paid up equity share capital as on 31st March, 2015 was Rs. 37,000,000. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity or bonus shares.

The Board meeting held on 15.10.2014, the Company has sub-divided each equity share of the nominal value of Rs. 10/- each fully paid up into 5 equity shares of Rs. 2/- each fully paid up and all the equity shares of Rs. 10/- each be sub divided accordingly.

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 "E", 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 "D".

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, the Company is not required to transfer any amount, during the financial year 2014-15 to the Investor Education and Protection Fund.

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.

By the Order of the Board Potential Investments and finance Limited

Place: New Delhi Manoj Gupta Date: 02.09.2015 Managing Director


Mar 31, 2014

The Members

The Directors hereby present their Annual Report on the bus.ness and operations of the Company together wit the Audited Financial Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

The financial results of the Company for the year under report are given below:

Particulars Year ended 31st Year ended 31st March,2014 March, 2013

1. Operative & Other Income 499,209,355 65,926,045

2. Depreciation 73,107 77,398

3. Profit/loss before tax 7,279,114 383.376

4 Profit after tax 5,257,424 383,377

5 Add previous year''s balance (12,874,164) (13,257,541)

6. Balance carried to balance sheet (7,616,740) 12,874,164)

DIVIDEND

Keeping in view the performance we are unable to recommend dividend for the year under review OPERATIONS

Your directors who are having vast experience In steel sector started the business of trading and distribution of Iron and steel products like, TMT bars, rolled products, billets, ingots and steel pipe and tubes successfully in the current year. The Company is running successfully and generated a revenue of approx. 50 Crores from the main operations.

MATERIAL CHANGES

There are no material changes affecting the affairs of the company, which have happened between the date of Balance Sheet and up to the date of this report,

MANAGEMENT DISCUSSION & ANALYSIS (M D&A)

BUSINESS REVIEW

The company earned its income mainly from marketing and distribution of steel products.

OPPORTUNITIES

The economic development is the main agenda of the Government and that will provide very positive environment for the business of Trading and Manufacturing.

RISKS AND CONCERNS

Your Company is slightly exposed to business and environmental risks in which it operates including economic cycles, market risks and credit policy of government We are managing these risks by maintaining a conservative financial profile and by following prudent business and management practices.

ADEQUATE INTERNAL CONTROL

Your Company has a proper and adequate system of internal controls to ensure that all activities are monitored and controlled against any unauthorized use or disposition of assets and that the transactions are authorized, recorded and reported correctly

Mr. Vijay Kumar and Mr. Manoj Gupta are liable to retire by rotation. Mr. Bharat Bhushan Sahny & Mr. Srichand Teckchand Gerela has been appointed as additional Directors as on 28.02.2014 who hold office upto the date of this AGM.

CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

11) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 311 March, 2014 and of the profits of the Company for the period from l" April, 2013 to 31" March, 2014;

ill) Proper and sufficient care has been taken 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; iv) The annual accounts have been prepared on a going concern basis.

FIXED DEPOSITS

During the period under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under

AUDITORS

M/s VAPS & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and they have offered themselves for re-appointment. The Company has obtained necessary certificate u/s 139(1) of the Act from M/s VAPS & Co., Chartered Accountants.

AUDITORS'' REPORT

The Auditors'' Report on the Accounts of the Company for the period under review is self - explanatory. PARTICULARS OF EMPLOYEES

During the period under review, no employee received salary more than Rs. 60.00 lac per annum or Rs.5.00 lac per month. Accordingly no particulars of employees are being given pursuant to the provisions of Section

217(2A) of the Companies Act. 1956

CONSEVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to section 217(l)(e) of the Companies Act, 1956 read with Companies (disclosures of particulars in the report of Board of Directors) Rules 1988, particulars with respect to conservation of Energy, Technology Absorption, Foreign Exchange Earning & Outgo are annexed hereto and form part of this report

Yout Directors are pleased to place on record their sincere gratitude to the government, bankers and business constituents for their continued and valuable co-operation and support to the Company. The Board also takes this opportunity to express their appreciation for the devoted and sincere services rendered by the employees of the Company during the year.

By Order of the Board For Potential Investments and Finance Limited CIN:L67120DL1983PLC14972

sd/- sd/- Place: Delhi (Manoj Gupta) (Vijay Kumar) Date: 14.04.2014 Director Director

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X