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Directors Report of Gujarat Apollo Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report for the year ended 31st March, 2015.

FINANCIAL PERFORMANCE:

(Rs.in Lacs) FY 2014-15 FY 2013-14

Revenue from Operations 6,746.33 4,754.29

Add: Other Income 1,928.16 1,240.67

Total Revenue 8,674.50 5,995.10

Total Expenditure 7,335.00 5,801.68

Earnings before Interest, Tax, Depreciation & Amortization 1,339.49 193.42

Less: Finance Cost 1,064.73 381.29

Less: Depreciation and Amortization Expenses 240.42 147.05

Profit before exceptional items & tax 34.35 (334.92)

Exceptional Items being income from sale of Investments - 13,680.35

Profit before tax 34.35 13,345.43

Tax Expense (292.62) (251.08)

Profit After Tax (258.27) 13,596.52

Add: Profit & Loss Account Balance B/F 9,776.98 1,646.71

Amount available for proposed Appropriations 9,518.71 15,243.23

Proposed Dividend (out of General Reserve) 378.88 398.52

Transfer to General Reserve 1,000.00 5,000.00

Provision for tax on dividend 77.58 67.72

Closing balance 8,062.25 9,776.98

OPERATIONAL REVIEW:

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

During the year under review, the Company had a gross turnover and net turnover of Rs. 6,746.33 Lacs and Rs. 8,674.50 Lacs respectively, showing a growth of approx.41%. Total expense was Rs. 7,335 Lacs against 5,801.68 Lacs in the previous year. The Company's Profit before exceptional items and tax was Rs. 34.35 Lacs which was negative Rs. 334.92 in the Previous Year. The Company had earned Net profit of Rs. 13,596.52 during the previous year due to an extraordinary item being consideration on sale of business amounting Rs. 13,680.35 and it was recorded negative Rs. 258.27 during current year due to tax appropriations. The Basic EPS of the Company for FY 2014-15 is- -1.70 and Diluted is- - 1.68.

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

BUYBACK OF EQUITY SHARES:

The Company had initiated Buy-Back of Equity shares from the owners/beneficial owners of the Equity Shares, other than the promoters and persons acting in concert, from the Open Market through the Stock Exchange mechanism using the electronic trading facilities of BSE Limited and The National Stock Exchange of India Limited ("Stock Exchanges") at a price not exceeding Rs. 125/- per Equity Share payable in cash for an aggregate amount not exceeding Rs. 16.50 Crore (excluding the Transaction Costs). The Company has bought back 7,85,294 Equity Shares (PY 6,34,379 Equity Shares) totaling 14,19,673 Equity Shares utilizing a total of Rs. 15.2866 Crore (excluding Transaction Costs) and closed the offer on 30.06.2014.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2.5/- per share on Equity Shares of the Company on 1,51,55,327 (Post Buy-Back) Equity shares of the Company.

TRANSFER TO RESERVE:

The Company is proposes to carry Rs. 1000 Lacs to General Reserves.

DEPOSITS:

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. Deposits aggregating Rs. 40,000 were due for repayment on or before 31st March, 2015 but not claimed by the depositors as on that date. The Company has complied with the provisions of the relevant Rules. There is no overdue deposit as on 31st March, 2015.

CONSOLIDATED ACCOUNTS:

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

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

The Company has following Subsidiaries and Associate companies:

Sr. No Name of the Subsidiary/ JV/Associate Nature Business

1. Apollo Earthmovers Limited Subsidiary Equipment Manufacturing

2. Apollo FBC Crushing Equipments Limited Subsidiary Equipment Manufacturing

3. Ap-ollo Maschinenbau GmbH, Germany Subsidiary Equipment Manufacturing

4. Sunrise Technologies Private Limited Fello'w Subsidiary Equipment Manufacturing

5. Credo Mineral Industries Limited Associate Mining & Processing

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

CORPORATE GOVERNANCE:-

As per Clause 49 of the Listing Agreement with the stock exchange, a separate section on corporate governance practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, is appended to this report.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-

1. Resignation / Cessation

During the year under review, none of the Directors or KMPs resigned from the Company, though there was change in designation of Mr. Anand A. Patel from Whole-Time Director to Director w.e.f. 15.09.2014.

2. Appointments

To comply with the requirements of Section 149(1) of the Companies Act, 2013 read with amended Listing Agreement, Mrs. Kapilaben Ashokbhai Patel was appointed as an Additional Non Executive Woman Director on the board of the Company with effect from 14th February, 2015.

Further Mrs. Nayna Asit Patel was appointed as an Additional Non Executive Director on the board of the Company with effect from 1st April, 2015.

During the period under review, Mr. Naman Patel was appointed as an additional Non Executive Independent Director of the Company with effect from 1st April, 2015.

During the period under review, Mr. Bharat P. Dave, who was already been appointed as Chief Financial Officer of the Company before implementation of Companies Act, 2013 was re-designated as a Chief Financial Officer (CFO) of the Company under the provisions of the Companies Act, 2013.

3. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Anilkumar T. Patel and Mr. Manibhai V. Patel who retires by rotation and being eligible offers themselves for re-appointment.

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

As required under Clause 49 of the Listing Agreement, the details of Directors seeking appointment, re- appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

that 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 Financial Year and of the profit or loss of the Company for that period.

that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS:-

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

BOARD MEETINGS:-

The Board of Directors duly met 5 (Five) times respectively on 30.05.2014, 14.08.2014, 14.11.2014, 14.02.2015 and 30.03.2015 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

BOARD EVALUATION:-

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of executive/ non-executive/ independent directors.

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

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the Financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company's policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors in its Meeting held on May 30, 2014. The Remuneration Policy is stated in the Corporate Governance Report.

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

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

ANNUAL RETURN:-

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

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

CORPORATE SOCIAL RESPONSIBILITY:-

The report on CSR activities pursuant to clause pursuant to clause (o) sub-section (3) of section 134 of The Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014 is annexed in "Annexure D" and forming part of this report.

STATUTORY AUDITORS:-

As per the provisions of Section 139(1) of the Companies Act, 2013 every Company shall appoint an individual or firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of every sixth meeting. However, such appointment is subject to ratification by members at every annual general meeting.

M/s. DJNV & Co., Chartered Accountants, who are the statutory auditors of the Company, who holds office till the conclusion of the ensuing AGM and are eligible for re-appointment. Pursuant to the provisions of section 139(1) of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint, M/s. DJNV & Co., Chartered Accountants as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion Annual General Meeting for the financial year 2019-20 and the same is subject to ratification by members at every AGM.

The Company has received letters from, M/s. DJNV & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

COMMENTS ON AUDITORS' REPORT:-

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

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashish Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2014-2015. The Secretarial Audit Report is appended to this report as "Annexure E".

COMMENTS ON SECRETARIAL AUDITORS' REPORT:-

"delay in filing of forms and resolutions with Registrar of Companies, Gujarat."

In view of New Companies Act, 2013 coming into force, there was a scenario of ambiguity along with some technical issues, some of the forms and resolutions were delayed to be filed with Registrar of the Companies, Gujarat. The Company assures to streamline the same.

COST AUDITORS:

Your Company has appointed M/s. P. D. Modh & Associates, Cost Accountants, Ahmedabad as a Cost Auditors' of the Company for the financial year ending on 31st March, 2016 at the remuneration as set out in item No 6 of the explanatory statement which is subject to the approval of members in the ensuing Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

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

RELATED PARTY TRANSACTIONS (RPT):-

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

INTERNAL CONTROL SYSTEMS:-

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

PARTICULARS OF EMPLOYEES:-

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

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

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

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

Percentage Increase in Remuneration for FY 2014-15

MD/CEO NIL

CFO 13.35%

CS 9.66%

c. The percentage increase in the median of employees in the financial year:18.75%

d. The number of permanent employees on the rolls of the Company: 151 Nos.

e. The explanation on the relationship between average increase in remuneration and Company performance.

Profit before tax and extra ordinary item as percentage of total revenue for FY 14-15 was 0.40% visa via -5% in FY-13-14 whereas increase in median remuneration was 18.75%

Salary increase percentage is in line with the market and competitors considering the consolidated view of all the business units. Overall and anticipated sales in the coming year need to retain the employees to deliver the upcoming projects were also taken into consideration for determining increase in the salary.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company

Amt. in Lacs

Average remuneration of key managerial personnel (KMP) in FY-2015 6.79 Lacs

Performance of the Company Loss of Rs. 258.27 Lacs

g. Variation in the market capitalization of the Company, price earnings ratio as at the closing date of current financial year and previous financial year.

Amt. Rs. In Lacs

Particulars March 31, 2015 March 31, 2014 % Change

Market Capitalization 18,534.96 18,156.37 2.10%

Price Earnings Ratio - 1.33 -

[Note: In view of negative EPS, Price to Earning Ratio for FY 2015 is shown Nil.]

h. Percentage increase over decrease in the market quotation of the shares of the Company in comparison to the rate at which the Company come out with the last public offer. N.A.

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

The Average percentile increase made in salaries of employees is 15.07% while that of KMP is 11.50%

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

KMP Other than KMP

Remuneration in FY 1513,58,160 3,84,55,847

Revenue 86,74,49,593 86,74,49,593

Remuneration as % of revenue 0.16% 4.43%

Profit before Tax (PBT) 34,34,601 34,34,601

Remuneration (as % of PBT) 39.54% 1119.66%

k. The key parameters for any variable component of remuneration availed by the directors: NA

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:NA

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

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

RISK MANAGEMENT:-

The Company had a Risk Management Committee with defined role and responsibilities. During the year under review, the Committee was constituted in the compliance of requirement of clause 49 of the listing agreement.

EQUAL OPPORTUNITY EMPLOYER:-

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

SIGNIFICANT AND MATERIAL ORDERS

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

INDUSTRIAL RELATIONS:-

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

CAUTIONARY STATEMENT:-

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

ACKNOWLEDGEMENT:

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

Place :Ahmedabad Anil T. Patel

Dated:13th August, 2015 Chairman

DIN:00096307


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE:

(Rs. in Lacs) Current Year Previous Year 2013-14 2012-13

Sales (Net of Excise) and other Income 4754.29 20535.37

Profit before Interest, Depreciation and taxes 193.42 3587.93

Less: Depreciation 147.05 388.24

Interest 381.29 545.91

Exceptional Item 13680.35 359.70

Provision for Taxation - 810.00

Deferred tax liability -251.08 32.75

Net Profit 13,596.53 2,170.73

Add : Profit & Loss Account Balance B/F 1646.71 1902.36

Amount available for proposed Appropriations 15243.23 4073.09

Proposed Dividend 340.63 1657.50

Transfer to General Reserve 4936.56 500.00

Provision for tax on dividend 57.89 268.89

Balance carried to Balance Sheet 9776.98 1646.70

OPERATIONAL REVIEW:

During the year under review, the Company had a turnover of Rs. 4,754.43 Lacs against Rs. 20,535.37 Lacs in the previous year with total expense of Rs. 5,948.71 Lacs against 17,899.84 Lacs in the previous year. The Company''s Profit before exceptional items and tax was negative Rs. 1,194.28 Lacs (Previous Year Rs. 2,653.78). The Company has earned Net profit for the current year Rs. 13,596.53, with the extraordinary item being consideration on sale of business amounting Rs. 13,680.35 as compared to net profit of Rs. 2,170.73 Lacs in the previous year. The Basic EPS of the Company for the year 2013-2014 before extraordinary item and after extraordinary item is Rs. -0.53 and Rs. 85.29 respectively.

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

BUYBACK OF EQUITY SHARES:

The Company had initiated Buy-Back of Equity shares from the owners/beneficial owners of the Equity Shares, other than the promoters and persons acting in concert, from the Open Market through the Stock Exchange mechanism using the electronic trading facilities of BSE Limited and The National Stock Exchange of India Limited ("Stock Exchanges") at a price not exceeding Rs. 125/- per Equity Share payable in cash for an aggregate amount not exceeding Rs. 16.50 Crore (excluding the Transaction Costs). The Company has bought back 14,19,673 Equity Shares utilizing a total of Rs. 15.2866 Crore (excluding Transaction Costs) and closed the offer on 30.06.2014.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2.5/- per share on Equity Shares of the Company on 1,51,55,327 (Post Buy-Back) Equity shares of the Company. The dividend will be payable to the members, whose names appear on the register of members on 17th September, 2014.

DEPOSITS:

During the year under review, the Company has not accepted/ renewed deposit from publics/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. Deposits aggregating Rs. 17.40 Lacs were due for repayment on or before 31st March, 2014 bout not claimed by the depositors as on that date. The Company has complied with the provisions of the relevant Rules. There is no overdue deposit as on 31st March, 2014.

CONSOLIDATED ACCOUNTS:

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

SUBSIDIARY COMPANIES:

Pursuant to the provisions of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular No: 2/ 2012 dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended 31st March, 2014 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company, on any working day during business hours. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm:

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

. that 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 Financial Year and of the profit or loss of the Company for that period.

. that 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.

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

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

Directors

During the period under review Mr. Ugrabhai V. Patel was appointed as an additional director of the Company on 03.10.2013.

During the period, Mr. Rupesh Mehta, Independent Director of the Company has conveyed his decision not to continue his directorship and placed his resignation which was accepted by the Board of Directors in its meeting held on 03.10.2013. The Directors places their appreciation towards the valuable contribution made by him during his tenure.

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the stock exchange, a separate section on corporate governance practices followed by the Company together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS:

M/s. DJNV & Co., Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment as Statutory Auditors of the Company. As per the provisions of the Companies Act, 2013, M/s. DJNV & Co. are eligible to be appointed for a further maximum period of 3 years. The Auditors have confirmed that their appointment, if made, would be within limit prescribed under section 141 of the Companies Act, 2013 and they are not disqualified for re-appointment. The Board recommends their appointment as a statutory auditors of the Company from the conclusion of ensuing AGM until the conclusion of the next AGM.

COMMENTS ON AUDITORS'' REPORT:

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

COST AUDITORS:

Subject to such guideline(s)/order(s) as may be issued by Central Government from time to time, M/s. P. D. Modh & Associates, Cost Accountants, Ahmedabad have been appointed by the Board of Directors of the Company, as a Cost Auditors'' of the Company for the financial year ending on 31st March, 2015 on the recommendation of Audit Committee on a remuneration of Rs. 60,000/- ( Rupees Sixty Thousand only) per annum plus service tax and out of pocket expenses and the same is required to be ratified by the members at the Annual general meeting, as per the provisions of the Companies Act, 2013.

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors Place : Ahmedabad Anil T. Patel Dated : 14th August, 2014 Chairman DIN:00096307


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE:

(Rs.in Lacs)

Current Year Previous Year 2012-13 2011-12

Sales (Net of Excise) and other Income 20,535.37 21,777.97

Profit before Interest, Depreciation and taxes 3,587.93 3,624.31

Less: Depreciation 388.24 349.24

Interest 545.91 465.65

Exceptional Item 359.70

Provision for Taxation 810.00 850.00

Deferred tax liability 32.75 134.62

Net Profit 2,170.73 1,824.79

Add : Profit & Loss Account Balance B/F 1,902.36 1,559.17

Amount available for proposed Appropriations 4,073.09 3,383.96

Proposed Dividend 1,657.50 414.37

Transfer to General Reserve 500.00 1,000.00

Provision for tax on dividend 268.89 67.22

Balance carried to Balance Sheet 1,646.70 1,902.36

OPERATIONAL REVIEW:

During the year under review, the Company had a turnover of Rs. 20,535.37 Lacs against Rs. 21,777.97 Lacs in the previous year with total expense ofRs. 17,511.60 Lacs against Rs. 18,647.74 Lacs in the previous year. The Company''s Profit before exceptional items and tax was Rs. 2,653.78 Lacs (Previous Year Rs. 2,809.41). After considering the profit on sale of investment amounting to Rs. 359.70 Lacs and the tax including deferred tax of Rs. 842.75 Lacs, the Company has earned a net profit of Rs. 2,170.73 Lacs as compared to net profit of Rs. 1,824.79 Lacs in the previous year. The EPS of the Company for the year 2012-2013 is Rs. 13.10.

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

DISCONTINUING OPERATIONS:

During the year, under review, your Company has executed a Business Transfer Agreement (BTA) for a strategic joint venture with Switzerland based Ammann Group. Your Company and its wholly owned subsidiary, Apollo Earthmovers Limited (AEML) have transferred their respective identified businesses, being the entire product portfolio of asphalt plants and paver business, excluding, crushing and screening business of GAIL, on 10.04.2013 to Apollo Construction Equipments Limited (ACEL) now Ammann Apollo India Private Limited (AAIPL) on slump sale basis. The transaction was approved by the shareholders through postal ballot procedure. The said deal was closed by discharging the payment as per definitive agreements by and between the joint venture parties. At present, Ammann Group holds 70% equity of AAIPL and balance 30% is retained by AEML, wholly owned subsidiary of GAIL.

RECOGNITION:

During the year, under review, your Company was awarded for being the "2nd Fastest Growing Construction Equipment Company in India" by ASAPP Media Information Group (Publication - Construction World).

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 10/- per share on Equity Shares of the Company amounting to Rs. 1,657.50 Lacs on 1,65,75,000 Equity shares of the Company. The dividend will be payable to the members, whose names appear on the register of members on 21st August, 2013.

DEPOSITS:

During the year under review, the Company has accepted/ renewed deposit from public/ shareholders within the provisions of Section 58A of the Companies Act, 1956 as amended and rules made there under. The Company has complied with the provisions of the relevant Rules. There is no overdue deposit as on 31st March, 2013.

CONSOLIDATED ACCOUNTS:

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

SUBSIDIARY COMPANIES:

Pursuant to the provisions of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular No: 2/ 2012 dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm:

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

· that 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 Financial Year and of the profit or loss of the Company for that period.

· that 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.

· that they have prepared the Annual Accounts on a going concern basis.

DIRECTORS:

During the period under review Mr. Navinchandra V. Shah was appointed as an additional director of the Company.

During the period, Dr. N. T. Patel, Independent Director of the Company has conveyed his decision not to continue his directorship and placed his resignation which was accepted by the Board of Directors in its meeting held on 07.11.2012. The Directors places their appreciation towards the valuable contribution made by him during his tenure.

At the ensuing Annual General Meeting Mr. Anilkumar T. Patel and Mr. Manibhai V. Patel who retires by rotation and being eligible offers themselves for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 is annexed hereto and forms part of this Report.

PERSONNEL:

During the year, the relations between the Management and the employees of the Company have been very cordial. Particulars of employees as required under the provisions of section 217(2) (A) of the companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure "B" which forms part of this report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the stock exchange, a separate section on corporate governance practices followed by the Company together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS:

M/s. Arvind A. Thakkar & Co., Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and shown their unwillingness for reappointment as Statutory Auditors of the Company and in their place M/s. DNJV & Co., Chartered Accountants are appointed as Statutory Auditors of the Company for the financial year 2013-14. The Auditors have confirmed that their appointment, if made, would be within limit prescribed under section 224(1B) of the Companies Act, 1956 and they are not disqualified, within the meaning of Sub-Sections (3) and (4) of Section 226 of the Companies Act, 1956. Members are requested to consider their appointment.

COMMENTS ON AUDITORS'' REPORT:

There is no adverse comment in the Auditors'' Report which requires any further explanation under Section 217 (3) of the Companies Act, 1956.

COST AUDITORS:

M/s. P. D. Modh & Associates, Cost Accountants, Ahmedabad have been appointed as a Cost Auditors'' of the Company for the financial year 2013-14.

ACKNOWLEDGEMENT:

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

Place :Ahmedabad Anand A. Patel Anil T. Patel

Dated:1st August, 2013 Whole-Time Director Director


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

(Rupees in Lacs)

Current Year Previous Year

2009-10 2008-09

Sales (Net of Excise)

and Other Income 20500.50 16990.71

Profit before Interest,

Depreciation and Taxes 4484.11 3565.70

Less : Interest 126.85 146.79

Depreciation 214.39 182.77

Provision for Taxation 1345.00 1050.00

Deferred tax Liability 104.45 03.97

Fringe Benefit Tax 00.00 20.00

Net Profit 2693.41 2162.16

Add : Profit & Loss

Account Balance B/F 1106.48 1312.86

Amount available for

proposed appropriations 3799.90 3475.02

Proposed Dividend 414.37 315.00

Transfer to General Reserve 1500.00 2000.00

Provision for Tax on Dividend 70.42 53.53

Balance carried to

Balance Sheet 1815.10 1106.48

OPERATIONAL REVIEW

During the year under review, the Company achieved a turnover of Rs. 201.69 crores against Rs. 167.10 crores in the previous year registering a growth of 20.70 %. EBITDA at Rs. 44.84 crores (Previous year Rs. 35.65 crores) is higher by 25.78 %. After considering the interest charges of Rs. 1.27 crores, depreciation of Rs. 2.14 crores, provision for taxation of Rs. 13.45 crores, the Company has earned a net profit of Rs. 26.93 crores as compared to Profit of Rs. 21.62 Crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.50/- per share on Equity Shares of the company aggregating to Rs. 414.38 Lacs on 1,65,75,000 Equity shares of the company. The dividend will be payable to the members, whose names appear on the register of members on 17th September, 2010.

MANAGEMENT REVIEW:

Industry structure and development

The road construction equipment industry in India can be broadly classified into two categories:

a) High technology equipment like Batch type asphalt plant and Sensor pavers

b) Medium / low technology equipment like Drum type asphalt plant, Wet mix mecadam plant and Mechanical pavers.

The competition in (a) is with foreign players and in that of (b) it is with local players.

The major development in the road construction industry is the entry of high level Indian corporate bodies and several construction majors in the world. Thanks to the positive government policies, the road construction industry in India is poised for a good sustainable growth.

Products:

All the products manufactured and sold by the company and its subsidiaries can be generally classified into two major categories. The first is mobile construction machinery such as paver finishers of all types and sizes and bitumen pressure distributors. The second one being industrial plants such as batch mix plants, drum mix plants, wet mix plant and crushing and screening plants. During the year, company has undertaken a comprehensive operational restructuring. Under this exercise, manufacturing of all the products under industrial plants are consolidated at Gujarat Apollo Industries Ltd., manufacturing of mobile construction machinery is now being done by Apollo Earthmovers Ltd., and its subsidiary Apollo Industrial Products Ltd., This restructuring is bound to prove very useful in dealing with different industry challenges and dynamics.

During the year, company has formed a wholly owned subsidiary Apollo Maschinenbau Gmbh at Germany. This company is initially focusing on the crushing and screening products. With this subsidiary, company intends to create a base for catering into the eastern European countries.

The crushing and mineral processing range of equipment launched in 08-09 has found satisfactory acceptance with the customers in India. This product line contributed 700 Lacs to the companys revenue. The 9 and 6 meter width sensor pavers introduced in 2009-10 is also gaining market acceptance. With this product line, the company expects to increase its market share appreciably in this market segment.

The year that was and the future outlook

The overall economic conditions in India improved in Financial Year 2009-10 with the GDP growth of 7.4% which was more than the projected growth of 6.7%. In the first half of 2009-10, the global economy was slowly getting out of the recession and the consequent economic slow down. India did reasonably well in this period. Availability of project finance, which was a major constraint for the customers in 2008-09, was better. The overall scenario, while cannot be termed as picture perfect, was definitely far betterthan 2008- 09. The improvement on the economic front in India continued in the second half of 2009-10 as well.

With specific reference to our industry, increase in the percentage of Viability Gap Funding (VGP) has made the Build Operate & Transfer (BOT) business model attractive and sustainable to the contractors.This resulted in good participation of contractors in the tenders floated by NHAI and other Government departments. NHAI did award about 65% of the target contracts during 2009-10. The economic condition in the overseas markets, however, did not improve as well as anticipated. In many countries, obtaining finance for purchase of equipment continued to be an extremely difficult task. Overall, it is estimated that the market for road construction machinery which shrunk by about 20-25% in Financial Year 2008-09, had recovered to the levels of Financial Year 2007-08, in the year under review. Given this, the companys overall performance in Financial Year 2009-10 can be termed satisfactory.

The thrust on export business continued in Financial Year 2009-10 with a revenue of Rs. 40.09 crores, including deemed exports, contributing to 19.88 % of total turnover (Previous Year 24%) In Financial Year 2009-10, the company achieved break through in Libya, Angola and Egypt.

Honble Minister of Road Transport is continuing with his thrust on road sector and in Financial Year 2010-11, contracts for 24000 kms. of road is expected to be awarded. With this kind of commitment from the central and various state governments, combined with the steady progress of PMGSY, the road construction equipment industry is expected to grow by 15-20% in Financial Year

More and more new players, both from India and abroad are entering the road construction industry which is a good sign for the industry. Estimates indicate that the economic conditions will continue to be on the upswing. The public sector banks who are now active players in financing road projects are sitting on large amounts of funds; hence project finance availability will not be a constraint.

On the domestic front, the company has strenghened the new branches opened at Kolkata and Guwahati by commencing the stocking and sale of spare parts to cater to the needs of eastern and north eastern regions. In 2010-11, the company expects to put in place similar arrangements in Patna and Raipur. The latest addition is Chandigarh branch, to cater Punjab/Haryana & HP. This pan India presence gives the company the requisite competitive edge.

Exports will continue to be a thrust area. In 2010-11, apart from existing markets, the company will focus on South Africa, New Zealand and South America. In the international markets, five new dealers have been appointed, taking the total number to eight.

Risk, concerns and action plan

The major strength of the industry is Government of India emphasis on road development. The revenues are totally depended on the pace of investment by the Government in the road construction segment.

All the competitors from abroad are highly focussed in Indian market given the plateau / negative growth in their own markets. The competition is intense. This is likely put pressure on profit margins.

The company percieves possible competition from China and shift of preference to used equipment as sources of concern.

The company has been meticulously following the value engineering philosophy. This has helped the company in offering the products and services at competitive prices without hurting the bottom line.

The pan India presence combined with competitive spare part prices result in a low product life cycle cost of Apollo equipment.

The company is putting in place a world renowned Customer Relationship Management system which would take the market intelligence and customer support to the next level.

Internal control systems

The company works in a SAP environment, which covers all the activities related to manufacturing of equipment and spare parts. The branch operations are totally system driven with the requisite checks and balances. The company has its own internal audit team and has also engaged the services of Deloitte as Internal Auditors.

Human Resource

Over the years, the company has invested very highly on its human resources. All the operations of the company are run by professionals with the right qualifications and experience. Training for enhancement of skills is an ongoing exercise.

DEPOSITS

During the year under review, the Company has accepted/ renewed deposit from public/ shareholders within the provisions of Section 58Aofthe Companies Act., 1956 as amended and rules made there under. The company has complied with the provisions of the relevant Rules. There is no overdue deposit as on 31st March, 2010.

CONSOLIDATED ACCOUNTS

The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards:- 21 ( AS - 21 ) on the Accounting for investment in Associates.

SUBSIDIARY COMPANIES

As required under section 212 of the Companys Act, 1956, a statement of the holding companys interest in the

Subsidiary companies is attached as "Annexure" and forms a part of this report. In the terms of approval granted by the Central Government under the provisions of Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Annual Accounts of the Company. However, company has not sought exemption for attaching copy of Balance Sheet, Profit and Loss Account in respect of Apollo Maschinenbau GmbH, and therefore, same is attached with this Annual Accounts. The company will keep these documents at the Registered office of the company and its subsidiaries and make them available upon the request by any investor of Company as well as any investor of its subsidiaries.

RESPONSIBILITY STATEMENT

The Directors confirms:

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

b) That 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 Financial Year and of the profit or loss of the Company for that period.

c) That 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.

d) That they have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Mr. Anil T. Patel and Mr. Manibhai V. Patel, the director of the Company retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re appointment. You are requested to reappoint them.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The particulars regarding conservation of energy and technology absorption and Foreign Exchange earning and outgo pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Rule 2 of the Companies ( Disclosure of Particulars in the Report of Board of Directors ) Rules 1988 are given in the Annexure " A." which forms part of this Report.

PERSONNEL

During the year, the relations between the Management and the employees of the Company have been very cordial. Particulars of employees as required under the provisions of section 217(2) ( A) of the companies Act, 1956 read with Rule 2 of the Companies ( Disclosure of particulars in the report of board of directors ) Rules 1988 are given in annexure : B.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchange, a separate section on corporate governance practices followed by the company together with a certificate from the companys Auditors confirming compliance is set out in the Annexure forming part of this Report.

AUDITORS

M/s Arvind A. Thakkar & Co., Chartered Accountants Ahmedabad retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment as a Auditor of the company. The Auditors have confirmed that their appointment, if made would be within limit prescribed under section 224(1B) of the Companies Act, 1956 and they are not disqualified, within the meaning of Sub- Sections (3) and (4) of Section 226 of the Companies Act, 1956.

AUDITORS REPORT:

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, which have been relied upon by us, we report that no fraud on or by the company has been noticed or reported during the course of audit..

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the co-operation received from the Banks and Financial institutions and the services rendered by the employees and look forward to their continued support in the years to come.

For and on behalf of the Board of Directors

Place : Ditasan, Mehsana ANIL T. PATEL

Dated : 30th July, 2010 Chairman

 
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