Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting the Thirty-First Annual Report for the year ended 31st March, 2018.
FINANCIAL PERFORMANCE:
(Rs. in Lakhs)
FY 2017-18 |
FY 2016-17 |
|
Revenue from Operations |
6,838.75 |
6,754.90 |
Add: Other Income |
2,839.10 |
3,228.45 |
Total Revenue |
9,677.85 |
9,983.35 |
Total Expenditure |
7,647.13 |
8,375.64 |
Earnings before Interest, Tax, Depreciation & Amortization |
2,030.72 |
1,607.71 |
Less: Finance Cost |
150.74 |
590.77 |
Less: Depreciation and Amortization Expenses |
240.22 |
236.92 |
Profit before exceptional items & tax |
1,639.76 |
780.02 |
Exceptional Items being |
||
- Provision / Loss on Sale of Investment in Subsidiary Co |
- |
- |
- Provision for Bad Debts / Loan in Subsidiary Co. |
- |
- |
Profit before tax |
1,639.76 |
780.02 |
Tax Expense |
(602.94) |
226.87 |
Profit After Tax |
1,036.82 |
1,006.89 |
Add: Profit & LossAccount Balance B/F |
8,420.05 |
7,344.27 |
Amount available for proposed Appropriations |
9,456.87 |
8,420.05 |
Proposed Dividend (Refer Not on dividend) |
â |
â |
Transfer to General Reserve |
â |
â |
Provision for tax on dividend |
(0.32) |
- |
Closing balance |
9,456.55 |
8,420.05 |
OPERATIONAL REVIEW:
Standalone
Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes.
During the year under review, the Company had a standalone revenue from operations of Rs.6,838.75 Lakhs (previous year Rs.6,754.90). Total earning before depreciation and finance cost was Rs. 2,030.72 Lakhs against 1,607.71 Lakhs in the previous year. The Company''s Profit before exceptional items and tax was Rs. 1,639.76 Lakhs which was Rs. 780.02 in the Previous Year. The Company had Net Profit of Rs. 1,036.82 during current year (Previous year Profit Rs. 1,006.89). The Basic and Diluted EPS of the Company for FY 2017-18 is Rs.8.19 and 7.98 respectively.
Consolidated
During the year under review, the Company had consolidated revenue of Rs.6,844.05 Lakhs (previous year Rs. 6,756.95). The Company''s Consolidated net profit after tax stood at Rs. 2,570.37 Lakhs, after considering the exceptional item of Rs. 170.06 Lakhs (Previous year Rs. 1,459.32 Lakhs).
For detailed analysis of the performance, please refer to the Management''s Discussion and Analysis Section of the Annual Report.
BUYBACK OF EQUITY SHARES:
The Company had initiated Buy-Back of Equity shares from the owners/beneficial owners of the Equity Shares, other than the promoters and persons acting in concert, from the Open Market through the Stock Exchange mechanism using the electronic trading facilities of BSE Limited and The National Stock Exchange of India Limited (âStock Exchangesâ) at a price not exceeding Rs. 189/- per Equity Share payable in cash for an aggregate amount not exceeding Rs. 24 Crore (excluding the Transaction Costs). The Company has bought back 9,98,085 Equity Shares utilizing a total of Rs. 17.86 Crore (excluding Transaction Costs) and the offer closed on September 25, 2017.
AMOUNT TRANSFERRED TO RESERVES IF ANY:
No amount was transferred to reserves during the year under review.
DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs. 3/- per share on Post Buy-Back Equity Shares of the Company as on the date of closure of register of members..
CHANGE IN NATURE OF BUSINESS:
No change in the nature of Business of the Company during the period under review.
DEPOSITS:
During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. There is no overdue deposit as on 31st March, 2018.
CONSOLIDATED ACCOUNTS:
As required under the Listing Regulations entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards- 21 (AS - 21) read with AS-23 on the Accounting for investment in Associates and AS - 27 on financial reporting of interests in Joint Ventures.
SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-
The Company has following Subsidiaries and Associate companies:
Sr.No |
Name of the Subsidiary/JV/Associate |
Nature |
Business |
1. |
AEML Investments Limited (Formerly known as Apollo Earthmovers Limited) |
Subsidiary |
Equipment Manufacturing and NBFC Activity |
2. |
Apollo FBC Crushing Equipments Limited |
Subsidiary |
Equipment Manufacturing |
3. |
Credo Mineral Industries Limited |
Associate |
Mining & Processing |
Further, a statement containing salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as âAnnexure-Aâ to the Board''s Report. The statement also provides the details of performances, financial position of each of the subsidiaries.
The Company does not have any Joint Venture.
CORPORATE GOVERNANCE:-
A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) forms part of the Director''s Report.
AUDIT COMMITTEE:-
The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
As per Listing Regulations, the Management Discussion and Analysis, is appended to this report.
DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-
1. Resignation / Cessation
The Board in extreme grief mourned the sad, sudden and untimely demise of Shri Anilkumar T. Patel, Promoter, Non-Executive, Non Independent Director of the Company, whose noble soul departed for heavenly abode on Thursday, February 08, 2018.
The Board Directors placed on record its appreciation and gratitude for the tremendous service and astute guidance rendered by Shri Anilkumar T. Patel as a Director of the Company from the time of his appointment until his death. In his demise the Board has suffered an irreparable loss and society has lost a great philanthropist, humanitarian, businessman and above all a noble and enlightened soul.
During the year under review, none of the Directors or KMPs resigned from the Company.
2. Appointments
During the year under review, none of the Directors or KMPs was appointed.
3. Retirement by Rotation
At the ensuing Annual General Meeting Mr. Asit A. Patel and Mr. Anand A. Patel who retires by rotation and being eligible offers themselves for re-appointment.
There being no other changes in directorship or KMPs of the Company during the year under review.
The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.
DIRECTORâS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 (âActâ), and based on the representations received from the operating management, the Directors hereby confirm:
- that in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and that no material departures have been made from the same.
- that they had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that period.
- that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
- that they had prepared the Annual Accounts on a going concern basis.
- that the Company had adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.
- that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:-
All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.
BOARD MEETINGS:-
The Board of Directors duly met 7 (Seven) times respectively on 13.04.2017, 30.05.2017, 10.08.2017, 29.08.2017, 19.09.2017, 12.12.2017 and 13.02.2018 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.
BOARD EVALUATION:-
The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of executive/ nonexecutive/ independent directors.
The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board and results ofthe evaluation is satisfactory and adequate and meets the requirements. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.
DETAILS OF COMMITTEE OF DIRECTORS:
Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the Financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.
REMUNERATION POLICY:-
A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company''s policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors. The Remuneration Policy is stated in the Corporate Governance Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-
The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as âAnnexure Bâ.
EXTRACT OF ANNUAL RETURN:-
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure Câ.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:-
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also posted on the website of company i.e. http://www.apollo.co.in
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints regarding sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.
CORPORATE SOCIAL RESPONSIBILITY:-
During the current year Company was not required to spend any amount towards the CSR activities as the average of last three years profits was negative due to loss incurred. However, a brief outline of the company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs is available on the Company''s website www.apollo.co.in for reference. Further the report on CSR activities pursuant to clause (o) sub-section (3) of section 134 of The Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014 is in Annexure D to this report.
STATUTORY AUDITORS:-
M/s. DJNV & Co., Chartered Accountants statutory auditors of the Company, were appointed as statutory auditors of the Company for a period of five years from the financial year 2015-16 till the financial year 2019-20 and the same was subject to ratification by members at every AGM.
However, the Ministry of Corporate Affairs vide its Notification dated 7th May, 2018, has dispensed with the requirement of ratification of Auditor''s appointment by the shareholders, every year. Hence, approval of the Members for the ratification of Auditor''s appointment is not being sought at the ensuing Annual General Meeting and M/s. DJNV & Co., Chartered Accountants, will continue to act as auditors of the Company till financial year 2019-20.
COMMENTS ON AUDITORSâ REPORT:-
There is no adverse comment in the Auditors'' Report which requires any further explanation.
SECRETARIAL AUDITOR:-
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashish Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2017-18. The Secretarial Audit Report is appended to this report as âAnnexure Eâ.
COMMENTS ON SECRETARIAL AUDITORSâ REPORT:-
There is no adverse comment in the Secretarial Auditors'' Report which requires any further explanation.
COST AUDITORS AND COST RECORD:-
Your Company was not required to appoint cost auditor of the Company for FY 2017-18. The Company has maintained the cost records as per the provisions of Section 148 of the Companies Act, 2013 and the rules made thereunder.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS (RPT):-
During the period under review there were transactions with related parties as defined under Section 188 of the Companies Act, 2013. Details of the same are annexed in âAnnexure Fâ and forming part of this report.
INTERNAL CONTROL SYSTEMS:-
The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.
PARTICULARS OF EMPLOYEES:-
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.
This cannot be ascertained as the Directors do not draw any Remuneration.
b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year.
Percentage Increase in Remuneration for FY 2017-18
MD/CEO |
NIL |
CFO |
3.73% |
CS |
2.22% |
c. The percentage increase in the median of employees in the financial year:-20.5%
d. The number of permanent employees on the rolls of the Company: 76 Nos.
e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
The Average percentile increase made in salaries of employees is 19.39% while that of KMP is 3.73%
f. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Amt. Rs. In Lakhs |
||
KMP |
Other than KMP |
|
Remuneration in FY 18 |
18.37 |
283.11 |
Revenue |
9,677.85 |
9,677.85 |
Remuneration as % of revenue |
0.19% |
2.93% |
Profit before Tax (PBT) |
1,639.76 |
1,639.76 |
Remuneration (as % of PBT) |
1.11 |
17.27 |
g. Affirmation that the remuneration is as per the remuneration policy of the company The Company affirms remuneration as per the remuneration policy of the Company.
The company does not have any employee covered under the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014.
RISK MANAGEMENT:-
The Company had a Risk Management Committee with defined role and responsibilities. During the year under review, the Committee was constituted in the compliance of requirement listing regulations. The details of the same are forming part of the Corporate Governance Report
EQUAL OPPORTUNITY EMPLOYER:-
The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on âPrevention of Sexual Harassmentâ at the workplace in line with provisions of the Sexual Harassment of women at Workplace (prevention, prohibition and redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. All the employees are treated with dignity with a view to maintain a work environment free from harassment whether physical, verbal or psychological. There were no cases reported under the said Policy during the year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the ends of the financial year of the Company to which the financial statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS
There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company''s operations in future.
INDUSTRIAL RELATIONS:-
The relationship with the workmen and staff remained co-ordial and harmonious during the year and management received full cooperation from employees.
CAUTIONARY STATEMENT:-
Statements in the Boards'' Report and the Management Discussion and Analysis describing the Company''s objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company''s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.
ACKNOWLEDGEMENT:
Your Directors place on record their sincere appreciation for the continuous support and cooperation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciates overwhelming cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company.
For and on behalf of the Board of Directors
Place : Ahmedabad Asit A. Patel Anand A. Patel
Dated: 11th August, 2018 Managing Director Director
DIN:00093332 DIN:00002277
Mar 31, 2016
Dear Members,
The Directors have pleasure in presenting the Twenty Ninth Annual Report for the year ended 31st March, 2016.
FINANCIAL PERFORMANCE:
(Rs. in Lacs)
|
FY 2015-16 |
FY 2014-15 |
Revenue from Operations |
7,789.02 |
6,746.33 |
Add: Other Income |
1,524.12 |
1,928.16 |
Total Revenue |
9,313.14 |
8,674.50 |
Total Expenditure |
8,504.00 |
7,335.00 |
Earnings before Interest, Tax, Depreciation & Amortization |
809.14 |
1,339.49 |
Less: Finance Cost |
997.35 |
1,064.73 |
Less: Depreciation and Amortization Expenses |
220.22 |
240.42 |
Profit before exceptional items & tax |
(408.43) |
34.35 |
Exceptional Items being income from sale of Investments |
â |
â |
Profit before tax |
(408.43) |
34.35 |
Tax Expense |
41.69 |
(292.62) |
Profit After Tax |
(366.74) |
(258.27) |
Add: Profit & Loss Account Balance B/F |
8,122.03 |
9,776.98 |
Amount available for proposed Appropriations |
7,755.29 |
9,518.71 |
Proposed Dividend (out of General Reserve) |
341.50 |
378.88 |
Transfer to General Reserve |
â |
1,000.00 |
Provision for tax on dividend |
69.52 |
77.58 |
Closing balance |
7,344.26 |
8,122.03 |
OPERATIONAL REVIEW:
Standalone
Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes.
During the year under review, the Company had a standalone revenue from operations of Rs.7,789.02 Lacs (previous year Rs. 6,746.33), showing a marginal growth of approx.11%. Total expense before depreciation and finance cost was Rs.8,504 Lacs against 7,335 Lacs in the previous year. The Company''s Profit before exceptional items and tax was negative Rs.408.43 Lacs which was Rs.34.35 in the Previous Year. The Company had Net Loss of Rs.366.74 during current year (Previous year Loss Rs.258.27). The main reason for the same is Crushing & Screening sales are running below break even point leading to operating loss. The Basic EPS of the Company for FY 201516 is Rs.-2.68 and Diluted is Rs.- 2.47.
Consolidated
During the year under review, the Company had consolidated revenue of Rs.8,158.56 Lacs (previous year Rs.8,085.52) showing marginal growth of 0.9%. The Company''s Consolidated net profit after tax stood at Rs.1909.69 Lacs (Previous year loss Rs.99.55 Lacs).
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 has bought back 14,95,327 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") utilizing a total of Rs.20.92 Crore (excluding Transaction Costs) during the year at various price-levels not exceeding the Maximum Buyback Price of Rs.150 per Equity Share from open market through stock exchanges. The Buyback was closed w.e.f. February 15, 2016.
DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs.2.5/- per share on Equity Shares of the Company on 1,36,60,000 (Post Buy-Back) Equity shares of the Company.
DEPOSITS:
During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. There is no overdue deposit as on 31st March, 2016.
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. - 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. |
Apollo Maschinenbau GmbH, Germany |
Subsidiary |
Equipment Manufacturing |
4. |
Credo Mineral Industries Limited |
Associate |
Mining & Processing |
5. |
Apollo Agro Industries Limited |
Associate |
Psyllium Husk 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 separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of the Director''s Report.
AUDIT COMMITTEE:-
The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed there under and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
As per Listing Regulations, the Management Discussion and Analysis, is appended to this report.
1 Resignation / Cessation
During the year under review, none of the Directors or KMPs resigned from the Company. However, Mr. Ugrabhai V. Patel, Independent Director of the Company resigned w.e.f. 30.05.2016 due to health issues. The Board placed on record its appreciation for the valuable contribution made by him in the growth of the Company.
2. Appointments
During the year under review, none of the Directors or KMPs were appointed.
3. Retirement by Rotation
At the ensuing Annual General Meeting Mr. Asit Anilkumar Patel and Mr. Anand Anilkumar 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.
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 4 (Four) times respectively on 30.05.2015, 13.08.2015, 05.11.2015 and 11.02.2016 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.
BOARD EVALUATION:-
The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of executive/ 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 2015-16 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
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under and Internal Complaints Committee has also been set up to redress complaints regarding sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.
CORPORATE SOCIAL RESPONSIBILITY:-
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 next 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 2015-16. 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 was not required to appoint cost auditor of the Company for FY 2015-16.
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 2015-16
MD/CEO |
NIL |
O F C |
13.48% |
CS |
7.66% |
c. The percentage increase in the median of employees in the financial year:5.8%
d. The number of permanent employees on the rolls of the Company: 152 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 15-16 was -4.39% vis-a via 0.40% in FY-14-15 whereas increase in median remuneration was 5.8%
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-2015-16 |
7.52 |
Lacs |
Performance of the Company |
Loss of Rs.366.74 |
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, 2016 |
March 31, 2015 |
% Change |
Market Capitalization |
16,323.70 |
18,534.96 |
-11.93% |
Price Earnings Ratio |
- |
- |
- |
[Note: In view of negative EPS, Price to Earning Ratio for FY 2015 and 2016 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 -2.24% while that of KMP is 10.57%
There was discontinuation of some highly paid employees making average percentile of the salaries negative. The Managerial Personnel are responsible for the consolidated performance of the Company, unlike non-managerial personnel. Thus, it is not meaningful to compare the increase in their remuneration with that of the other employees who do not have similar responsibilities.
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 16 |
15,04,800 |
3,75,99,910 |
Revenue |
93,13,13,991 |
93,13,13,991 |
Remuneration as % of revenue |
0.16% |
4.04% |
Profit before Tax (PBT) |
(4,08,43,442) |
(4,08,43,442) |
Remuneration (as % of PBT) |
(3.68) |
(92.06) |
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: As none of the Director drawing any remuneration, details are not provided herein, 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 listing regulations. The details of the same are forming part of the Corporate Governance Report
EQUAL OPPORTUNITY EMPLOYER:-
The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on "Prevention of Sexual Harassment" at the workplace in line with provisions of the Sexual Harassment of women at Workplace (prevention, prohibition and redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. All the employees are treated with dignity with a view to maintain a work environment free from harassment whether physical, verbal or psychological. There were no cases reported under the said Policy during the year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the 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 : 12th August, 2016 Chairman
DIN:00096307
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, 2012
The Directors have pleasure in presenting the Twenty Fifth Annual
Report for the year ended 31st March, 2012.
FINANCIAL PERFORMANCE
(Rs. in Lacs)
Current Year Previous Year
2011-12 2010-11
Sales (Net of Excise)
and Other Income 22272.05 19684.29
Profit before Interest,
Depreciation and Taxes 3624.31 3797.75
Less : Depreciation 349.24 294.81
Interest 465.65 427.34
Provision for Taxation 850.00 960.00
Deferred tax Liability 134.62 80.14
Earlier Years
Income Tax Provision 00.00 125.00
Net Profit 1824.79 1910.46
Add : Profit & Loss
Account Balance B/F 1559.17 1815.10
Amount available for
proposed appropriations 3383.96 3725.56
Proposed Dividend 414.37 414.37
Proposed one-time
Special Dividend 00.00 414.37
Transfer to General Reserve 1000.00 1200.00
Provision for Tax on Dividend 67.22 137.65
Balance carried to
Balance Sheet 1902.36 1559.17
OPERATIONAL REVIEW
During the year under review, the Company has achieved a turnover of Rs.
22272.05 Lacs against Rs. 19684.29 Lacs in the previous year, with total
expense of Rs. 186474.74 Lacs (Previous year Rs. 15886.54 Lacs). The
Company's EBITDA was Rs. 3624.31 Lacs (Previous Year Rs. 3797.75 Lacs).
After considering the interest charges of Rs. 465.65 Lacs, depreciation
of Rs. 349.24 Lacs, provision for taxation of Rs. 850 Lacs, the Company
has earned a net profit of Rs. 1824.79 Lacs as compared to net profit of
Rs. 1910.46 Lacs in the previous year. The EPS of the Company for the
year 2011- 2012 is Rs. 11.01.
The decrease in profitability is mainly due to increase in the input
cost especially raw material cost without increase in the selling price
owing to market pressures.
For detailed analysis of the performance, please refer to the
Management's Discussion and Analysis Section of the Annual Report.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 2.50 per share
on Equity Shares of the Company amounting to Rs. 414.37 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 18th
September, 2012.
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, 2012, except for 86 matured but
unclaimed deposits amounting to Rs. 25.75 Lacs.
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 Ã 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, 2012 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. Rupesh P. Mehta was appointed as an
additional director of the Company on 20th October, 2011.
During the period Mr. R. C. Gosain resigned as a Director of the
Company which was accepted by the members at its 24th AGM held on
21-09-2011.
On 10-08-2012, Mr. Ajitkumar T. Patel, Whole-Time Director resigned as
a Director of the Company. The Board of Directors accepted the same in
their Board Meeting held on 11-08-2012.
At the ensuing Annual General Meeting Dr. N. T. Patel and Dr. N.V.
Vasani who retires by rotation and being eligible offers themselves for
re-appointment.
However, Dr. N. V. Vasani, has conveyed his decision not to offer
himself for re-appointment due to his ill health. The Board of
Directors will fill the vacancy caused by retirement of Dr. N. V.
Vasani.
The members of the Board expressed their sincere gratitude for the
valuable contribution rendered by all retiring Directors towards the
performance of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
The particulars regarding conservation of energy and 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 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" 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 being eligible offer
themselves for re-appointment as Auditors of the Company. The Auditors
have confirmed that their appointment, if made, would be within limit
prescribed under section 224(1 B) 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.
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
2012-2013.
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 and the services
rendered by the employees of the Company and look forward to their
continued support in the years to come. Your Directors are also
grateful to their shareholders for having faith on the management of
the Company.
For and on behalf of the Board of Directors
Place : Ditasan, Mehsana Asit A. Patel Anil T. Patel
Dated : 11th August, 2012 Managing
Director Director
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the Twenty Fourth Annual
Report for the year ended 31 st March, 2011.
FINANCIAL PERFORMANCE
(Rupees in Lacs)
Current Year Previous Year
2010-11 2009-10
Sales (Net of Excise) and Other Income 20185.08 20500.50
Profit before Interest, Depreciation
and Taxes 3628.35 4484.11
Less : Depreciation 294.80 214.39
Interest 257.95 126.85
Provision for Taxation 960.00 1345.00
Deferred tax Liability 80.14 104.45
Earlier Years
Income Tax Provision 125.00 00.00
Net Profit 1910.46 2693.41
Add : Profit & Loss
Account Balance B/F 1815.10 1106.48
Amount available for
proposed appropriations 3725.56 3799.90
Proposed Dividend 414.37 414.37
Proposed one-time
Special Dividend 414.37 00.00
Transfer to General Reserve 1200.00 1500.00
Provision for Tax on Dividend 137.65 70.42
Balance carried to Balance Sheet 1559.17 1815.10
OPERATIONAL REVIEW
During the year under review, the Company achieved a turnover of Rs.
197.91 Crores as against Rs. 201.69 Crores in the previous year. The
Company's EBITDA was Rs. 36.28 Crores (Previous year Rs. 44.84 Crores)
which has been reduced by approx. 19%. After considering the interest
charges of Rs. 2.58 Crores, depreciation of Rs. 2.95 Crores, provision
for taxation of Rs. 9.60 Crores, the Company has earned a net profit of
Rs. 19.10 Crores as compared to net profit of Rs. 26.93 Crores in the
previous year. The EPS of the Company for the year 2010-2011 is Rs.
12.28.
The decrease in profitability is mainly due to increase in the input
cost especially raw material cost, without increase in the selling
price owing to market pressures. However, the company has tried to
reduce the other operational costs.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 2.50 per
share and one time special dividend of Rs. 2.50 per share for entering
into 25th year, aggregating to Rs. 5.00 per share on Equity Shares of
the Company amounting to Rs. 828.75 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 13th September, 2011.
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, 2011.
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 Ã 21) on
the Accounting for investment in Associates.
SUBSIDIARY COMPANIES
In the terms of Notification No. 5/12/2007-CL-III issued by MCA vide
General Circular No : 2/2011 dated 8th February, 2011, general
exemption has been granted wherein copies of Balance Sheet, Profit and
Loss Account, Report of Board of Directors and the Report of the
Auditors of the subsidiary companies are not required to be attached
with the Annual Accounts of the Company. The Statement showing details
of Subsidiary Companies are attached herewith and forms a part of the
report. 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 shareholder of Company as well as any shareholder of its
subsidiaries.
During the year, one of the Company's Fellow Subsidiaries namely Apollo
Industrial Products Limited merged with the subsidiary namely Apollo
Earthmovers Limited as per the Honorable Gujarat High Court's order
dated 30th March, 2011.
RESPONSIBILITY STATEMENT
The Directors confirms:
- 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
Mr. Ajitkumar T. Patel and Mr. R. C. Gosain, the directors 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 ABRORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
The particulars regarding conservation of energy and 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 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" 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 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.
COMMENT 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.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
continuous support and co- operation received from the Business
Associates including vendors, customers, Banks etc. as well as the
services rendered by the employees of the company and look forward to
their continued support in the years to come. Your Directors are also
grateful to their shareholders for having faith on the management of
the Company.
For and on behalf of the Board of Directors
Place :Ditasan, Mehsana ANIL T. PATEL
Dated :12th August, 2011 Chairman
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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