As on: Apr 25, 2024 05:39 PM
To
The Members of,
Apollo TriCoat Tubes Limited
The Board of Directors hereby presents the report of the business and operations of your Company along with audited financial statements for the financial year ended March 31, 2022.
1. Financial Performance
The summarized financial results of your Company are given in the table below:
The Company's revenue improved by 85.44% to 2734.51 crores; EBITDA increased by 27.54% to Rs.211.05 Crores; Net profit increased by 32.99% to Rs.139.65 Crores.
2. Dividend
In order to augment resources, the Board of Directors of the Company has not recommended any Dividend for the financial year 2021-22. Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), the Company has formulated the Dividend Distribution policy and the same is available on our website at : http://apoiiotricoat.com/investors/poiicies/
3. Transfer to Reserves:
The Board of Directors of your Company has decided not to transfer any amount to the reserves for the year under review.
4. Operational performance
The Company continued to scale new heights.
The second wave of the pandemic struck India at the start of FY22. It tested India severely on all counts. During these trying times, your Company put people before performance. Business operations were significantly reduced in keeping with the government's safety protocols which included a restricted workforce and maintaining social distancing norms. The Company organised multiple vaccination drives to cover all its employees. This allayed fear among the team and provided motivation to restore normaicy in business activities.
With the return to normalcy, demand continued to sweii keeping the organisation abuzz with activity. As a result, sales voiumes scaied northward. The Company continued to streamline its plant operations through small yet meaningfui improvement which helped in improving man-machine productivity and shopfloor efficiency.
Hence, after a tepid performance in the first quarter of FY22, the company's performance picked up in each quarter thereafter to post the best financiai numbers ever in the history of the Company this far.
5. Management's Discussion and Analysis Report
The detailed report on the Management's Discussion and Analysis for the year under review is presented in a separate section forming part of the Annual Report.
6. Deposits
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from Public was outstanding as on date of the Balance Sheet.
7. Share Capital
As on March 31, 2022 the authorized capital of the Company stood increased from Rs.6.50 crore to Rs.15 crore divided into 7,50,00,000 equity shares of Rs.2 each, pursuant to the approval granted by the members on September 2, 2021.
During the period under review, the Company (on September 20, 2021) allotted 3,04,00,000 equity shares of face value of Rs.2/- each as fully-paid up bonus equity shares, in the ratio of One equity share of Rs.2/- each for every One existing equity share of Rs.2/- each.
Pursuant to abovesaid allotment of Equity shares, the paid up capital of the Company stands increased from Rs.6.08 Cr to Rs.12.16 Cr comprising of 6,08,00,000 equity shares of Rs.2 each.
8. Credit Rating
The Company has received credit ratings from credit rating agencies - ICRA Limited & CRISIL Ratings Limited as under:
1. ICRA assigned the long term credit rating [ICRA]AA (Stable) and Short Term [ICRA]A1+.
2. CRISIL assigned the long term credit rating AA; (Stable) and short term rating A1+.
9. Proposed merger of the Company with APL Apollo Tubes Limited
As the members are aware of, the Board of Directors of Company at its meeting held on February 27, 2021, had approved a scheme of amalgamation of Shri Lakshmi Metal Udyog Limited and the Company with APL Apollo Tubes Limited and their respective shareholders and creditors, under Sections 230 to 232 of the Companies Act, 2013. Subsequently BSE Limited and National Stock Exchange of India Limited have given their No Objection to the Scheme.
Further, during the year under review, the shareholders, the secured creditors and the unsecured creditors of Company, at their separate meetings held on February 7, 2022, had approved the said scheme of amalgamation. Similar approvals have been received by Shri Lakhsmi Metal Udyog Limited and APL Apollo Tubes Limited also. The Scheme is now subject to sanction of the Hon'ble NCLT, Delhi. NCLT has fixed May
10. 2022 as the final date of hearing for considering the sanctioning of the Scheme. On the scheme being effective, the Company will get dissolved and all its assets and liabilities will get transferred to the transferee company. The Scheme related details are available on the website of the Company at http://apollotricoat.com/investors/amalgamation/
10. Annual Return
In accordance with the provisions of Section 134 (3)
(a) of the Companies Act, 2013, the Annual Return, as required under Section 92 of the Act for the financial year 2021-22, is available on the Company's website at www.apollotricoat.com.
11. Directors and Key Managerial Personnel
Shri Romi Sehgal, Director retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his reappointment will form part of the AGM Notice.
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have given the declarations that each of them meets the criteria of Independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances which may affect their status as independent director during the year.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transaction with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
During the year under review, Shri Nand Lal Bansal had resigned from the post of Chief Financial Officer of the company and in his place Shri Sunil Mittal was appointed as the Chief Financial Officer of the company w.e.f. 6th August, 2021. Further, Ms. Surbhi Arora resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 24th January, 2022 and Shri Shivam Maheshwari was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 25th January, 2022.
12. Number of meetings of the Board
The Board of directors met 4 (Four) times during the year under review. The details of the meetings of the Board are provided in the Corporate Governance Report, which forms part of this report.
13. Performance evaluation
The Board of Directors has made formal annual evaluation of its own performance and as well as of its committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed under the Listing Regulations. Performance evaluation was made based on the criteria as prescribed by the Nomination and Remuneration Committee.
Performance of the Board was evaluated after seeking inputs from all the Directors on the basis of the criteria such as adequacy of its composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as composition of committees, terms of reference of committees, effectiveness of the committee meetings, participation of the members of the committee in the meetings, etc.
The Board also carried out evaluation of the performance of Individual Directors on the basis of criteria such as attendance and effective participation and contributions at the meetings of the Board and its committees, exercise of his/ her duties with due and reasonable care, skill and diligence, etc. Further the independent directors evaluated the performance of all non-independent directors.
After such evaluation, the Board expressed its satisfaction over the performance of its committees and the Directors.
14. Policy on directors' appointment and remuneration and other details
The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on www.apollotricoat.com.
15. Internal Financial Controls
The Company has in place adequate internal financial controls as referred in Section 134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2022 the Board is of the opinion that the Company had sound Internal Financial Controls commensurate with the size and nature of its operations and are operating effectively and no reportable material weakness was observed in the system during the year.
The Board has adopted policies and procedures for ensuring orderly and efficient conduct of business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud and completeness of the accounting standards and the timely preparation of reliable financial disclosures and financial statements of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. The Audit Committee engages in discussions with the internal auditors periodically and the observations and suggestions of the auditors are suitably taken care of.
16. Audit committee
The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.
17. Auditors & Auditor's Report
A. Statutory Auditors
Pursuant to the provisions of section 139 of the companies act, 2013 read with rules made thereunder, as amended from time to time, M/s Walker Chandiok and Co. LLP, Chartered Accountants, Delhi (FRN 001076N/N500013) were appointed as statutory Auditors of the Company at the 38th Annual General Meeting held on September 29, 2020 to hold the office from the conclusion of the said annual general meeting until the conclusion of the 43rd Annual General Meeting to be held in the year 2025.
The report of the Statutory Auditors on the standalone financial statements for the FY 2021-22 does not contain any qualification, reservation or adverse remark requiring any explanation on the part of the Board. The observations given therein read with the relevant notes are self-explanatory.
There are no frauds reported by the Auditors under section 143(12) of the Act.
B. Cost Audit
The Cost Audit Report of the Company for the Financial Year ended March 31, 2022 issued by M/s HMVN & Associates, Cost Accountants (FRN: 000290) will be filed with the MCA after its noting by the Board. The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act.
C. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s Anjali Yadav & Associates, Company Secretaries in practice as Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial year 2021-22. The report given by them for the said financial year in the prescribed format is annexed to this report as Annexure 'A'. The Secretarial Audit Report is self- explanatory and does not contain any qualification, reservation or adverse remark.
18. Loans, Guarantees and Investments
The particulars of loans, guarantees and Investments have been disclosed in the Notes to the Financial Statements.
19. Related Party Transactions
All the related party transactions (RPTs) entered during the financial year were on an arm's length basis and in the ordinary course of business. In compliance with applicable provisions of the Act and Listing Regulations, for the RPTs which are foreseen and repetitive in nature, omnibus approval of the Audit Committee is obtained at the beginning of the financial year, as per the RPT policy of the Company. All the RPTs undertaken during the year are disclosed in the Note No. 38 to Financial Statements.
Further, the Company has not entered into any contract or arrangement or transaction with the related parties which were not on 'arm's length' basis or could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the above, it is not required to provide the specific disclosure of related party transaction in Form AOC-2.
20. Managerial Remuneration and particulars of employees
Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as Annexure 'B'. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above rules form part of this report. However in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at info@apollotricoat.com . The said information is available for inspection at the Registered Office of the Company during working days of the Company upto the date of the ensuing AGM.
21. Vigil Mechanism
Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Apollo Tricoat Code of Conduct (ATCOC), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the ATCOC cannot be undermined.
Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Vigilance Officers/Chairman of the Audit Committee of the Company for redressal.
The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the Company and may be accessed at the link: http://apollotricoat.com/ investors/policies/
During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2021-22.
22. Directors Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
I. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
II. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
III. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. they have prepared the annual accounts on a going concern basis;
V. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
VI. t hey have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
23. Corporate Social Responsibility
In compliance with the requirement of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee comprises of Shri Anil Kumar Bansai as Chairman and Shri. Rahul Gupta, Ms. Neeru Abroi as its other members. The Company has framed its Corporate Social Responsibility (CSR) policy for development of programmes and projects for the benefit of weaker sections of the society and the same has been approved by Corporate Social Responsibility Committee (CSR Committee) and the Board of Directors of the Company. The Corporate Social Responsibility (CSR) policy of the Company provides a road map for its CSR activities.
During the year under review, the Company has made contribution of R1.35 Crores for various CSR purposes in compliance to the provisions of Companies Act, 2013 relating to Corporate Social Responsibility.
The Annual Report on CSR activities is annexed herewith as Annexure 'C'.
The CSR Policy has been uploaded on the Company's website and may be accessed at the link: http://apoiiotricoat.com/investors/poiicies/
24. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as Annexure 'D', forming part of this Report.
25. Disclosure as per Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at the work place and has adopted a policy on prevention, prohibition and redressai of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressai of complaints of sexual harassment at workplace.
Internal Complaints Committee (ICC) is in place for all administrative units or offices of Apollo Tricoat to redress complaints received regarding sexual harassment.
Summary of sexual harassment issues raised, attended and dispensed during FY 2021-22:
26. Committees of The Board
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. As on March 31, 2022, following statutory Committees constituted by the Board function according to their respective roles and defined scope:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Corporate Social Responsibility Committee
IV. Stakeholders Relationship Committee
V. Risk Management Committee
VI. Finance Committee
Details of composition, terms of reference and number of meetings held for respective committees and other relevant details are given in the Report on Corporate Governance, which forms a part of this Report.
27. COMPLIANCE WITH SECRETARIAL STANDARDS
During the period under review the Company has duly compiled with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
28. OTHER DISCLOSURES AND REPORTING
Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:
a. Change in the nature of business of the Company.
b. Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.
c. Significant or material orders passed by the Regulators or courts or Tribunal which impacts the going concern status and Company's operations in future.
d. Transfer to Investors Education and Investors Fund.
e. Reporting of fraud by Auditors
f. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government
g. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.
h. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
29. CORPORATE GOVERNANCE
Your company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report is annexed to this report (Annexure 'F').
The Corporate Governance Report which forms part of this report, also covers the following:
a) Particulars of the Board Meetings held during the financial year under review.
b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.
c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.
d) The details with respect to composition of Audit Committee.
e) Details regarding Risk Management
30. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES
The Company had entered into Power Purchase Agreement entered with Radiance Ka Sunrise Two Private Limited (Radiance) for purchase of solar power. Pursuant to this agreement, the Company has acquired 26% stake in Radiance with effect from September 13, 2021 for meeting the regulatory requirements of Power Purchase Agreement. This investment has been accounted for in accordance with Indian Accounting Standard 28 "Investment in associates and joint ventures". The Company does not have any share of profit in Radiance and hence there is no impact on consolidated profit of the Company. A report on the performance and financial position of associates company in form AOC-1 is annexed hereto as Annexure 'E' and forms part of this report.
31. Acknowledgements
The Directors thank the Company's employees, customers, vendors and investors for their continuous support.
The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the Apollo Tricoat family.