Apollo Pipes Annual
Apollo Pipes Annual
Apollo Pipes Annual
POLLO
Sudesh Group
? PIPING SYSTEMS
Ma.de kr lik
35 ?::tti September 5, 2020
--
BSE Limited
Plot No. C/1, G Block, Phiroze Jeejeebhoy Towers,
Bandra-Kurla Complex,Bandra (East), Dalal Street, Fort,
MUMBAI - 400 051 MUMBAI - 400 001
Dear Sir/Ma'am,
Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the
'SEBI Listing Regulations'), we wish to inform the following:
1. The Thirty-Fourth Annual General Meeting(' AGM') of the Members of Apollo Pipes Limited will be held on
Tuesday, September 29, 2020 at 04.00 P.M. through Video Conferencing ('VC')/ Other Audio Visual Means
('OA VM') in accordance with the relevant MCA circulars and the Circular No.
SEBI/HO/CFD/CMDl/CIR/P/2020/79 dated May 12, 2020 issued by the Securities and Exchange Board of
India ('SEBI Circular').
2. Pursuant to the said Circulars, AGM notice and Annual Report for the Financial Year 2019-20 are being sent
to all the members of the Company whose email addresses are registered with the Company I Depository
Participant(s).
3. The Register of Members and share transfer books of the company will remain closed from Wednesday,
September 23, 2020 to Tuesday, September 29, 2020 (both days inclusive) for the purpose of the AGM.
4. The Company has provided the facility to vote, by electronic means (remote e-voting as well as e-voting at the
AGM) on all the resolutions set out in the AGM notice, to the members, who are holding shares on the Cut-off
date i.e. Tuesday, September 22, 2020. The remote e-voting will commence at 10:00 A.M. (1ST) on Saturday,
September 26, 2020 and end at 5:00 P.M. (1ST) on Monday, September 28, 2020. Detailed instructions for
registering email addresses(s) and voting/ attendance at the AGM are given in the AGM Notice.
Yours Truly
For Apoll Pipes Limit
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Company Secretary
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NOTICE
NOTICE is hereby given that Thirty Fourth (34th) Annual General Meeting of the Members of Apollo
Pipes Limited (“the Company”) will be held on Tuesday, 29th September, 2020 at 4.00 P.M. through
Video Conferencing (VC)/ Other Audio Visual Means (OAVM), to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial
year ended 31st March, 2020 and the Reports of the Board of Directors and Auditors thereon
2. To appoint a Director in place of Mr. Sameer Gupta (DIN: 00005209), who is liable to retire by
rotation and being eligible, offers himself for re-appointment as a Director
3. To re-appoint Statutory Auditor of the Company and to fix their remuneration and in this regard to
consider and if thought fit, to pass, with or without modification(s), the following resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable
provisions, if any, of the Companies Act 2013, read with the rules made thereunder as amended
from time to time M/s. VAPS & Co, Chartered Accountant, (Firm Registration No. 003612N) be
and is hereby re-appointed as Statutory Auditors of the Company for a term of five consecutive
years, from the conclusion of the 34th Annual General Meeting till the conclusion of the 39th Annual
General Meeting to be held in the year 2025, on such remuneration as shall be fixed by the Board
of Directors.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized for and on
behalf of the Company to take all necessary steps and to do all such acts, deeds, matters and things
which may deem necessary in this behalf.”
SPECIAL BUSINESS:
To consider and if thought fit, to pass the following resolution with or without modification as an
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions
of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 or any statutory
modifications or re-enactment thereof, the remuneration payable to M/s HMVN & Associates, Cost
Accountants, New Delhi, (FRN: 000290) appointed as Cost Auditors for carrying out the Audit of
Cost Accounts of the Company for the financial year 2020-21, commencing from 1 st April, 2020,
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amounting to Rs. 75,000/-,(Rupees Seventy Five Thousand only) excluding tax(es) as applicable,
and reimbursement of travelling and other out-of-pocket expenses actually incurred by the said
Cost Auditors in connection with cost audit, be and is hereby ratified.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorised to do all acts, deeds and things as may be deemed necessary or expedient in connection
therewith and incidental thereto.”
To consider and if thought fit, to pass the following resolution with or without modification(s) as
Ordinary Resolution:
“RESOLVED THAT pursuant to Sections 149, 150, 152 and proviso to Section 160 read with
Schedule IV and all other applicable provisions of the Companies Act, 2013 (“the Act”)and the
Rules framed thereunder (including any statutory modification(s) or re-enactment thereof, for the
time being in force) read with Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Mr. Abilash Lal (DIN: 03203177), aged 56, who was
appointed as an Additional Director on 22nd March, 2020, on recommendation of Nomination and
Remuneration Committee of Board, through Resolution by Circulation, dated 21st March, 2020, be
and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation
to hold office for a term of five years w.e.f 22nd March, 2020.
RESOLVED FURTHER THAT the Board of directors be and is hereby authorised to do such
other acts, deeds and things as may be considered necessary in connection with the above
appointment.”
Ankit Sharma
Company Secretary
Date: 04th August, 2020
Place: Delhi
NOTES:
1. In view of the continuing restrictions on the movement of people at several places in the
country, due to outbreak of COVID-19, the Ministry of Corporate Affairs (MCA), vide its
General Circular no. 20/2020 dated 5th May, 2020 read with General Circular no. 14/2020
dated 8th April, 2020 and General Circular no. 17/2020 dated 13th April, 2020 and the
Securities and Exchange Board of India (SEBI) vide its Circular no. SEBI/
HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020, have permitted the Companies to
conduct the Annual General Meeting (AGM) through Video Conferencing (VC) or Other
Audio Visual Means (OAVM) during the calendar year 2020. In accordance with the said
circulars of MCA, SEBI and applicable provisions of the Companies Act, 2013 (Act) and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations),
the 34th AGM of the Company is being conducted through VC / OAVM. Central Depository
Services (India) Limited (CDSL) will be providing facility for voting through remote e-voting,
for participation in the AGM through VC / OAVM and e-voting during the AGM. The
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procedure for voting through remote e-voting, e-voting during AGM and participating in
AGM through VC / OAVM is explained at Notes below and is also available on the website of
the Company at www.apollopipes.com
2. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility for members to appoint
proxy to attend and cast vote is not available for this AGM since physical presence at a common
venue is not required. Hence, the Proxy Form, Attendance Slip and Route Map are not annexed to
this Notice.
3. The Statement pursuant to Section 102 of the Companies Act 2013 (Act), setting out the material
facts concerning Item Nos. 4 and 5 set out above is enclosed along with the details under Regulations
36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and clause 1.2.5 of the Secretarial Standard -2 in respect of
directors proposed to be appointed / re-appointed at the Annual General Meeting is annexed hereto.
4. Pursuant to the provision of Section 91 of the Companies Act 2013, the register of members and
share transfer books of the Company will remain closed from Wednesday, September 23, 2020 to
Tuesday, September 29, 2020 (both days inclusive).
5. Corporate Members intending to nominate their authorised representatives to attend the AGM
through VC/OAVM are requested to send a duly certified scanned copy of the Board Resolution
authorising such representatives to attend and vote at the AGM, at compliance@apollopipes.com.
6. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under
Section 170 of the Act, the Register of Contracts or Arrangements in which Directors are interested
under Section 189 of the Act shall be electronically available for inspection by the Members during
the AGM upon login at CDSL e-voting system at www.evotingindia.com .
7. Dispatch of Annual Report and Notice of AGM through electronic mode:
In accordance with, the General Circular No. 20/2020 dated 5th May, 2020 issued by MCA and
Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12th May, 2020 issued by SEBI, owing
to the difficulties involved in dispatching of physical copies of the Annual Report comprising
Financial Statements, Board’s Report, Auditor’s Reports and other documents required to be
attached therewith, the Annual Report for 2019- 20 and the Notice of this AGM are being sent only
through electronic mode to those Members whose e-mail addresses are registered with the Company
or the Depository Participant(s).
8. In case of joint holders attending the Meeting, only such joint holders who are higher in the order of
the names will be entitled to vote.
9. All the documents referred to in this Notice and Statement under Section 102 of the Act, shall be
available for inspection by the Members from the date of circulation of this Notice upto the date of
the AGM through electronic mode. Members seeking inspection can send an email in advance to
compliance@apollopipes.com.
10. Members whose e-mail address are not registered are requested to register their e-mail address for
receipt of Notice of 34th AGM, Annual Report and login details for joining the 34th AGM through
VC / OAVM facility including e-voting, by providing Name, folio number/DPID & Client ID
(CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), client master or copy of
consolidated Account statement (in case of demat holding) or copy of share certificate (in case of
physical holding), self attested scanned copy of Aadhar Card or any other document as proof of
address to Company: compliance@apollopipes.com or to RTA: beetalrta@gmail.com .
11.The Notice of AGM and Annual Report for the financial year 2019-20, is available on the website
of the Company at www.apollopipes.com and also on the websites of the Stock Exchanges: at
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www.bseindia.com and www.nseindia.com. Notice of AGM is also available on the website of
CDSL at www.evotingindia.com.
12.The attendance of the Members attending the AGM through VC/OAVM will be counted for the
purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
General Instructions for Remote e-voting and e-voting during Annual General Meeting
1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended) and the
MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of
the business to be transacted at the AGM. For this purpose, the Company has entered into an
agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through
electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member
using remote e-voting as well as the e-voting system on the date of the AGM will be provided by
CDSL.
2. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled
time of the commencement of the Meeting by following the procedure mentioned in the Notice.
The facility of participation at the AGM through VC/OAVM will be made available to at least
1000 members on first come first served basis. This will not include large Shareholders
(Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors,
Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are
allowed to attend the AGM without restriction on account of first come first served basis.
3. Pursuant to the MCA Circulars, the facility to appoint proxy to attend and cast vote for the members
is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the
Companies Act, 2013, representatives of the members such as the President of India or the
Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes
through e-voting.
(i) The voting period begins on Saturday, September 26, 2020 (10.00 A.M.) and ends on Monday,
September 28, 2020 (5.00 P.M.). During this period shareholders of the Company, holding
shares either in physical form or in dematerialized form, as on the cut-off date (record date) of
September 22, 2020 may cast their vote electronically. The e-voting module shall be disabled
by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at
the meeting venue.
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c. Shareholders holding shares in Physical Form should enter Folio Number registered
with the Company.
OR
Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at
https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully
log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast
your vote electronically.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted
on an earlier e-voting of any company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:
(x) Shareholders holding shares in physical form will then directly reach the Company selection
screen. However, shareholders holding shares in demat form will now reach ‘Password
Creation’ menu wherein they are required to mandatorily enter their login password in the new
password field. Kindly note that this password is to be also used by the demat holders for voting
for resolutions of any other company on which they are eligible to vote, provided that company
opts for e-voting through CDSL platform. It is strongly recommended not to share your
password with any other person and take utmost care to keep your password confidential.
(xi) For shareholders holding shares in physical form, the details can be used only for e-voting on
the resolutions contained in this Notice.
(xii) Click on the EVSN for the relevant <APOLLO PIPES LIMITED> on which you choose to
vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the
option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies
that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation
box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your
vote, click on “CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your
vote.
(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the
Voting page.
(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
(xix) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app
can be downloaded from respective Store. Please follow the instructions as prompted by the
mobile app while Remote Voting on your mobile.
1. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through
the CDSL e-Voting system. Shareholders may access the same at
https://www.evotingindia.com under shareholders/members login by using the remote e-voting
credentials. The link for VC/OAVM will be available in shareholder/members login where the
EVSN of Company will be displayed.
2. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
3. Further shareholders will be required to allow Camera and use Internet with a good speed to
avoid any disturbance during the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to
mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/ask questions during the meeting may
register themselves as a speaker by sending their request in advance atleast 3 (three) days prior
to meeting mentioning their name, demat account number/folio number, email id, mobile
number at compliance@apollopipes.com. The shareholders who do not wish to speak during
the AGM but have queries may send their queries in advance 3 (three) days prior to meeting
mentioning their name, demat account number/folio number, email id, mobile number at
compliance@apollopipes.com. These queries will be replied to by the company suitably by
email.
6. Those shareholders who have registered themselves as a speaker will only be allowed to express
their views/ask questions during the meeting.
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above
for Remote e-voting.
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2. Only those shareholders, who are present in the AGM through VC/OAVM facility and have
not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred
from doing so, shall be eligible to vote through e-Voting system available during the AGM.
3. If any Votes are cast by the shareholders through the e-voting available during the AGM and if
the same shareholders have not participated in the meeting through VC/OAVM facility, then
the votes cast by such shareholders shall be considered invalid as the facility of e-voting during
the meeting is available only to the shareholders attending the meeting.
4. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM.
However, they will not be eligible to vote at the AGM.
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are
required to log on to www.evotingindia.com and register themselves in the “Corporates”
module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be
emailed to helpdesk.evoting@cdslindia.com.
After receiving the login details a Compliance User should be created using the admin login
and password. The Compliance User would be able to link the account(s) for which they wish
to vote on.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued
in favour of the Custodian, if any, should be uploaded in PDF format in the system for the
scrutinizer to verify the same.
Alternatively Non Individual shareholders are required to send the relevant Board Resolution/
Authority letter etc. together with attested specimen signature of the duly authorized signatory
who are authorized to vote, to the Scrutinizer and to the Company at the email address viz;
compliance@apollopipes.com, if they have voted from individual tab & not uploaded same in
the CDSL e-voting system for the scrutinizer to verify the same.
If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you
may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at
www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or
contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh
Dalvi (022-23058542).
All grievances connected with the facility for voting by electronic means may be addressed to Mr.
Rakesh Dalvi, Manager, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon
Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send
an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.
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(xxi) Any person, who acquires shares of the Company and become members of the Company after
dispatch of the Notice and holding shares as on the cut-off date i.e. September 22, 2020 -may
follow the same instructions as mentioned above for e-voting.
(xxii) Once a vote on a resolution is cast by a member, the member shall not be allowed to change it
subsequently.
(xxiii) The voting rights of the members shall be in proportion to their shares of the paid-up equity
share capital of the Company as on the cut off date i.e. September 22, 2020 and a person who
is not a member as on a cut off date should treat the Notice for information purpose only.
(xxiv) A person whose name is recorded in the Register of Members or in the Register of Beneficial
Owners maintained by the Depositories as on the cut off date i.e., Tuesday, September 22, 2020,
and who has not cast vote by remote-voting and being present at the AGM only shall be entitled
to vote at the AGM.
(xxv) The Company has appointed Shri Jatin Gupta, Practicing Company Secretary (Membership No.
: FCS 5651: COP No. 5236) as Scrutinizer to scrutinize the process of remote e-voting and
voting on the date of AGM in a fair and transparent manner.
(xxvi) The Scrutinizer shall, immediately after the conclusion of voting at the AGM, scrutinise the
votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting and
submit, not later than 48 hours of conclusion of AGM, a consolidated Scrutinizer’s Report of
the total votes cast in favour or against, if any, to the Chairman of the Company or a person
authorized by him in writing who shall countersign the same. The Chairman or a person
authorized by him in writing shall declare the results of the voting forthwith.
(xxvii) The results declared alongwith the consolidated scrutinizer’s report shall be placed on the
website of the Company www.apollopipes.com and on the website of CDSL
www.cdslindia.com and shall simultaneously be forwarded to the concerned stock exchanges.
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DETAILS OF DIRECTORS WHO ARE PROPOSED TO BE APPOINTED / RE-APPOINTED
AT THE FORTHCOMING ANNUAL GENERAL MEETING
[Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations,
2015 and clause 1.2.5 of the Secretarial Standard -2]
*Note: Pursuant to Regulation 26 of the Listing Regulations, only two Committee viz. Audit Committee
and Stakeholders Relationship Committee have been considered.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102
OF THE COMPANIES ACT, 2013
The following Statement sets out all material facts relating to the Special Business mentioned in the
accompanying Notice:
Item No.: 4
The Board of Directors at its meeting held on 04th August, 2020, pursuant to the recommendation by
the Audit Committee of the Board, appointed M/s. HMVN & Associate, Cost Accountants as Cost
Auditors to conduct the audit of the cost records of the Company for the Financial Year 2020-21 at a
remuneration of Rs. 75,000/- excluding GST as applicable and reimbursement of travelling and other
out-of-pocket expenses actually incurred by the said Auditors in connection with the cost audit.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the
Members of the Company.
The proposal is accordingly recommended by the Board for approval/ratification by the Members by
means of an ordinary resolution.
None of the Directors or Key Managerial Personnel of the Company and/or their relatives is concerned
or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.
Item No. : 5
Pursuant to the provisions of Sections 149 and 161 of the Companies Act, 2013 (“the Act”) read with
the Companies (Appointment and Qualification of Directors) Rules, 2014 and based on the
recommendation of the Nomination and Remuneration Committee, the Board had appointed Shri
Abhilash Lal as an Additional Director in the category of Independent Director on the Board of the
Company with effect from 22nd March, 2020, to hold office for a period of five consecutive years, not
liable to retire by rotation, subject to approval of the Members of the Company at the ensuing AGM.
Shri Abhilash Lal (aged 56 years) is a mechanical engineer and a postgraduate from IIM Bangalore and
has 30 years of professional experience in senior roles across financial services, including banking,
consulting, real estate, private equity and restructuring. He has led institutions across business
development, strategy as well as operations."
Further, Shri Abhilash Lal is not debarred from being appointed as a Director pursuant to any order of
SEBI or any other authority.
The Company has also received a declaration from Shri Abhilash Lal confirming that he meets the
criteria of independence as prescribed under Section 149(6) of the Act and Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”). He is also not disqualified from being appointed as a Director in terms of Section 164 of
the Act and has given his consent to act as a Director of the Company. He is also registered with the
database of Independent Directors as constituted by MCA pursuant to the relevant notifications.
The other details of the appointee are given in the notes appended to the Notice of this Meeting.
The Board, therefore recommends the resolution for approval of the members by means of an ordinary
resolution.
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Except Shri Abhilash Lal himself, the appointee and his relatives, to the extent of their shareholding, if
any, in the Company, none of the other Directors / Key Managerial Personnel of the Company/ their
relatives, is concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of
the Notice.
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FOR ATTENTION OF THE MEMBERS
1. For prompt attention, requests for transfer of equity shares and related correspondence should be
addressed to the Company’s Registrar & Share Transfer Agent: M/s Beetal Financial and Computer
Services Private Limited, 99, Madangir, B/4, Local Shopping Centre, Near Dada Harsukh Das Mandir
New Delhi 110062. For other matters, kindly write to the Secretarial Department of the Company at
Plot No. A-140, Sector -136, Noida - 201301.
Transferee(s) seeking transfer of shares in physical form should furnish PAN card to the Company/RTA
for registration of transfer/transmission of shares.
3. Members holding shares in multiple folios are requested to apply for consolidation to the Company
or to the Registrar along with relevant share certificates.
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is mandatory for
the company to print the bank account details of the investors in dividend payment instrument.
Accordingly, the Members are requested to register/update their correct bank account details with the
Company/RTA/ Depository Participant, as the case may be.
5. As mandated by SEBI, Members holding shares in physical form are required to submit their Permanent
Account Number (PAN) and Bank details to the RTA/Company, if not registered with the Company.
6. Nomination: Pursuant to Section 72 of the Companies Act, 2013, individual Shareholders holding
Equity Shares of the Company either singly or jointly may nominate an individual to whom all the rights
in the Shares in the Company shall vest in the event of death of the sole/all joint Shareholders.
7. Dematerialization of Shares and Liquidity: SEBI has mandated that securities of listed companies can
be transferred only in dematerialized form from April 1, 2019 onwards. In view of the above and to avail
various benefits of dematerialization, members are advised to dematerialize shares held by them in
physical form. Dematerialization facility is available both on NSDL and CDSL. Company’s ISIN No. is
INE126J01016.
8. Members are requested to quote their Folio No./DP ID- Client ID and details of shares held in
physical/demat mode, e-mail ids and Telephone No. for prompt reply to their communications.
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SEEDING
SEEDING
GROWTH
GROWTH
We Seed
Success.
1
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Seeding
Markets
Reaching the No.1 spot in
our business was going
to require a much higher
commitment than a single
plant servicing a single
market.
India is an expansive
marketplace. Our business
space offers wafer-
thin margins and our
competition was almost
everywhere. That made us
determined to be present
across India.
Having gained a stronghold
in the northern markets
(with our Dadri unit), and
established a meaningful
presence in the West (with
our Ahmedabad unit), it
was time to enter South.
2
ANNUAL REPORT
2019-20
3
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Seeding
Volumes
In our business space,
the brow-beaten
phrase ‘Jo dikhta
hai, wohi bikta hai’ is
most relevant. This
is because the key
opinion influencers
and final decision
makers are from
the economically
disadvantaged and
academically poor
farming communities
living in rural India.
4
ANNUAL REPORT
2019-20
This makes it imperative for us to establish and nurture the brand recall in consuming
markets which could be mushrooming anywhere across the expansive Indian landmass.
In 2019-20, we added a substantial number of dealers and an even larger number of
retailers to our distribution channel to ensure that our product always remains proximate
to the consumer.
We supplemented this initiative with a holistic branding campaign. We implemented a
multi-pronged approach – mobile branding, static branding, WhatsApp branding, social
media branding and interactive branding (meets and exhibitions). We also adopted a
language-based branding to connect more comfortably with the consumer.
We also advertised the opening of our Bangalore unit in 87 regional dailies in 17
languages.
5
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Seeding
Verticals
In our business space, you never just buy pipes, you always have a ‘dhobi
list’ of an assortment of products that are essential to establish the connect
between the source and its application.
More often than not the customer would prefer to purchase the entire
package from one brand so that the fitting of one product with the other –
say pipes with the fittings (joints) – would be seamless.
We realised that to remain at the top of the game, one must offer the entire
assortment of products.
At Apollo Pipes, we have one of the widest ranges of products within the
pipes and fittings space. But, in 2019-20, we widened our offering even
further.
•W
e introduced uPVC and cPVC solvent cements which are critical for
joining pipes.
• We introduced in-house manufactured plastic taps and showers.
•W
e seeded the market with cisterns, seat covers, jaalis and waste and hose
pipes.
•W
e worked on developing tanks (500 L to 5,000 L) which should be
launched in the current year.
We tried to enhance our wallet share with our customers, grow our dealer
footfalls, and establish Apollo Pipes as a one-stop solution for pipes and
allied requirements.
6
ANNUAL REPORT
2019-20
7
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Spearheaded by Sameer 2016 Expanded capacity by 10,000 MTPA; taking the total available capacity
to 50, 000 MTPA
Gupta, the Company’s
business operations are
managed by an experienced Installed capacity of moulding division enhanced to 2,700 MTPA
and energetic team of 2017 Emerged as the largest plastic piping solution company
professionals. Headquartered
in New Delhi, India, the
Company’s shares are listed Purchased a land with a building in Noida to develop the Apollo Pipes
on the BSE Limited and The corporate office
National Stock Exchange of
2018 Introduced a brand-new product range of premium plastic faucets,
India Limited. taps, showers and accessories
8
ANNUAL REPORT
2019-20
At a glance
150+
Distributers
3 450+ 1,000+
Manufacturing locations Dealers/Retailers Products
Manufacturing
facilities
APL has plants located at Dadri
in Uttar Pradesh, Ahmedabad
in Gujarat and Bengaluru
in Karnataka. The plants are
equipped with advanced
infrastructure and testing
equipment with 100% power Dadri unit Product category Capacity (MTPA)
backup. They use flexible
manufacturing techniques, This is the largest uPVC PIPES 46,000
greener technologies and manufacturing unit at a single
location in North India and the cPVC PIPES 2,000
modern machinery. The
workers perform under flagship unit of the Company. HDPE PIPES 7,000
highest safety and regulatory The Company is implementing
a 60,000-TPA brownfield FITTINGS, TAPS & FAUCETS 5,000
standards to produce world-
class products. expansion. 60,000
The most recent addition to the Company’s fold, this Started in 2018, this unit caters to the large and
unit was acquired from Kisan Mouldings Ltd. The rapidly growing western markets. The Company is
Company is setting up a manufacturing line for its implementing a brownfield expansion which should be
‘Fittings’ products and plans to start operations this year. commercialised in the next 12-18 months.
12,000 12,000
9
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Product
basket
APL manufactures cPVC, uPVC, and HDPE pipes and fittings of the highest quality. The product basket is the most versatile with pipes
ranging from 15mm to 400mm diameter which cater to an array of industrial applications such as agriculture, water management,
construction, infrastructure and telecom ducting segments.
PLUMBING
PIPES AND cPVC PIPES AND FITTINGS
FITTINGS
uPVC PIPES AND FITTINGS
DRAINAGE
SYSTEM
FAUCETS
SHOWERS
BATH CISTERNS
FITTINGS
SEAT COVERS
ALLIED
SOLVENT
CEMENTS
10
ANNUAL REPORT
2019-20
Presence across
sectors
Agriculture Segment Water Management
Segment
• Casing pipes
• Drip irrigation & • Hot & cold potable
Sprinkler system water distribution &
transportation Apollo Pipes –
• Residential, commercial key focus area
installations
Construction
Segment
Oil & Gas Segment
• Bore well pipes
• C
onveying edible • Sanitation &
oils and chemicals Sewage pipes
& corrosive fluids • Plumbing Pipes
11
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Gaining momentum:
Through the years
26,710
28,941
33,707
39,823
44,692
209
243
301
374
418
2015-16
2016-17
2017-18
2018-19
2019-20
2015-16
2016-17
2017-18
2018-19
2019-20
Sales volume (MT) Total Revenue (K crore)
32
41
51
56
10
16
22
24
28
2015-16
2016-17
2017-18
2018-19
2019-20
2015-16
2016-17
2017-18
2018-19
2019-20
12
2015-16 12 2015-16 0.6
Debt-equity (ratio)
2015-16 24
2016-17 28
ROCE (%)
2017-18 26
2018-19 24
2019-20 20
13
2019-20
ANNUAL REPORT
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Making a difference –
With every quarter
Q1
117.4 17.5 9.8 Other highlights
• A
cquired manufacturing
Revenue (H crore) EBITDA (H crore) PAT (H crore) facility in Bengaluru with an
installed capacity of 12,000
Q2
Other highlights
14
ANNUAL REPORT
2019-20
Q3
100.0 13.6 6.7 Other highlights
• S hares listed on the National
Revenue (H crore) EBITDA (H crore) PAT (H crore) Stock Exchange (NSE), trading
Q4
94.1 13.1 6.2 Other highlights
• S uccessfully integrated
Revenue (H crore) EBITDA (H crore) PAT (H crore) the recently acquired
manufacturing facility at
• C
ommenced manufacturing
PVC ‘Solvent Cements’ in
January 2020 – a superior
quality product with excellent
installation properties that
can be used in various piping
applications.
15
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
India promises to
provide unprecedented
opportunities.
16
ANNUAL REPORT
2019-20
Dear shareholders,
Right at the outset, I wish you Our position. Now and next We commenced customer segment – also
all the success and hope that manufacturing solvent cement remains healthy. This augurs
you and your loved ones are Today, Apollo Pipes is one which was well accepted by well for our prospects in the
safe and healthy. of the leading companies our distribution network and current year.
in plastic pipes and allied the end-user. And, had it not
I take great pleasure in products. But that places us While our overall performance
been for Covid-19, we would
penning down this statement as one among the crowd. Our during the current financial
have launched our water
as your Company stands at long-term vision is to reach year could be subdued as
storage tanks earlier. Further,
the threshold of interesting the podium position in our the Indian economy recovers
our multi-platform branding
opportunities, largely policy- business space where Apollo from the Covid-19 shock, I
and awareness initiatives have
driven, which are unfolding in Pipes emerges as the ‘preferred am optimistic of a healthy
made a definite connect with
our space. brand’ across the country. rebound in our performance
the customer.
Because when we reach in the subsequent year as we
India, a land of great there, our success becomes Fiscal 2020-21 started with prepare to take giants strides
opportunities sustainable. a negative note because of towards our articulated goal.
India is not a country. It’s more the global pandemic and the
While I realise that this is a tall As we move forward to a
like a continent. The home to subsequent lockdown. But our
ask, I am happy to mention riveting future,
I would like to
a sixth of humanity, with the frontline warriors have played
that we are moving at a express my sincere gratitude
intellect, energy and creativity a defining role in supporting
healthy pace towards that goal to my fellow Directors for
of a young nation, is poised fellow citizens to come to
with every passing year. Fiscal their commitment and
to grow rapidly and provide terms with this health crisis.
2019-20 was an important year professionalism in steering
unprecedented prospects to Our recovery rate at 70% (and
in our journey for we covered the Company on its
its citizens, its businesses, and climbing) is the highest in
significant milestones. long-term path. My deep
its investors. the world and it continues to
appreciation to all our loyal
Our acquisition of the Tumkur move up. Our fatality rate, on
India continues to be and valuable shareholders for
facility marks our definitive the other hand, has declined
recognised predominantly their continued confidence
entry into the southern sequentially to about 2%. In
as an agrarian economy with and support.
My thanks
markets which we have been fact, a resilient India has got
majority of its land and people to our other stakeholders,
seeding for quite some time. back on her feet with energy
resources being gainfully who continue to be our
We also continued to ramp up and enthusiasm to make up
employed by this sector. partners in growth. Lastly, our
our presence in North, while for the lost ground. This is
The agri sector has occupied management
team and staff
plans are being drawn up to reflected in the economic
the topmost priority for the for their valuable and ongoing
set up a base in central India, performance of the first
central government and this dedication in taking the
covering the eastern markets quarter which has beaten
is reflected in the ambitious Company into a new orbit.
too, where demand is healthy estimates of credible opinion
schemes it has launched and growing. makers. I seek your continued support
such as the Pradhan Mantri as we gain momentum over
Krishi Sinchai Yojana (PMKSY), In fiscal 2019-20, we launched At Apollo Pipes, we resumed
the coming years.
Micro Irrigation Fund (MIF), some allied products which manufacturing operations
Jal Jeevan Mission and the are critical in establishing our at our facilities, brought our Warm regards
AMRUT Plan which have brand as a one-stop solution distribution network back to
business, after the government Sanjay Gupta
thrown up huge opportunities for decision-makers and
began lifting the lockdown Non-Executive Chairman
for our products across India opinion-influencers.
over the medium term. systemically. Consumption
in the rural markets – our key
17
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
In conversation with
the Managing Director
18
ANNUAL REPORT
2019-20
reach-out techniques which But the feather in our cap product basket. We also very severely. Hence, the rural
include static and dynamic, was that we commenced onboarded a new sales team economy, the backbone of
physical and digital, in-person manufacturing of PVC and to focus only on creating an India’s progress, continues to
and on-wheel platforms to cPVC solvent cements, a awareness of our product provide opportunities. This
create an awareness in every superior quality product in the marketplace, which augurs well for us.
district of our geographical with excellent installation they have done successfully. I
Q What are your plans for
footprint, as our market width properties that can be used believe, we are now poised for
expanded from the North and in various piping applications. an uptick in volumes as we go the current year?
West to South. The new product is ‘LEED’ further. A Our first priority is to
compliant and meets high maximise the utilisation of
From a strategic standpoint, Q Covid-19 would have
ASTM international standards our existing asset base to the
our acquisition of the Tumkur used for plastic pipe solutions. derailed your plans for the
unit and initiating operations current year. optimum level. Our team is
in a short time span have been Moreover, we are entering working on intensifying our
an important milestone for the the water storage solutions A Covid-19 was a pause reach-out strategy primarily
Company as it strengthens our product in the current fiscal. button for the world, and for leveraging the social media
presence in those large and Our Aqua range of products us, too. The pandemic presents platform and utilising other
lucrative markets. It is in sync will be available in four a rare but narrow window tools and forums which are
with our long-term strategy different variants. We will of opportunity to reflect, convenient to our customer
of establishing a pan-India meet the highest standards reimagine and reset our world. community. This will help
manufacturing presence. of hygiene. Had it not been And when I look at the world strengthen our cash flow.
for the India-wide lockdown, from this prism, I realise that
These factors have contributed While we continue to tighten
these products would have Covid-19 has not derailed our
to an improvement in our our on-ground business
been in the marketplace. plans, it has only postponed
financial performance even operations, our teams would
it by a few months at best.
as a subdued environment The inclusion of these two also work on setting up and
Our long-term plans remain
prevailed. new products and categories commissioning our Fittings
the same. Our goal remains
is in sync with our growth capacity at Tumkur and our
in place. We will continue to
Q You launched some brownfield expansion at
strategy of improving our move on our charted journey.
products. How would you like value-added product portfolio. What it has done, I feel, is that
Dadri. Hopefully, these should
to explain that? We believe in longer term, our it has dulled the competitive
contribute to our business
improved product portfolio growth and profitability in the
A In our current time-
edge of the unorganised
will help enhance our business current year.
constrained world, where sector. This could improve our
we have everything other visibility and drive healthy prospects, if we are able to Q What is the message
than time, we want to volumes and profitability capitalise on the vacuum with you would like to leave with
buy everything from one going ahead. speed. the shareholders?
store. Same thing prevails Q You had entered the tap Q Do you see the demand
when a farmer or plumber A In the past two years, we
segment in 2018-19. How is resurfacing as India resets have taken fundamental and
purchases pipes. He wants
that vertical performing? itself after the opening up? substantive steps to enhance
to buy everything from the
same brand – the fitting our quality of business, which
A Every new vertical takes A India has opened up.
is seamless and their work demands that we delight
some time to establish. So it Moreover, the rural economy
is easier. In keeping with our customer in the quality
was with our faucets. Having has not been impacted
this reality, we launched a of interaction they have with
launched the product, we severely by the lockdowns.
number of products – from us. Going forward, we will
realised that there were The rural masses have funds,
the perspective of a plumber continue our endeavours with
considerable gaps in our thanks to a good harvest and
working in a bathroom, we this objective. You would see
product range. During the government schemes, which
launched jaalis, hose pipes, the benefits of our action on
fiscal under review, we worked have put funds in their hands/
seat covers and cisterns. your wealth creation.
hard to identify and develop bank accounts. The pandemic
products to complete our has not percolated down
19
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Investment case
• W
e are creating • W
e developed and • W
e are focused
capacity for ‘Fittings’ at launched the wider on aggressively
our recently acquired width pipes for hi-rise utilising the social
Bangalore unit. building applications
media platform for
• W
e are creating • W
e entered into the
our branding and
additional capacity in plastic taps segment
pipes at our Dadri unit with an expansive awareness campaigns
• W
e will focus on product range
catering to all price • W
e will enhance
utilising capacity at all
points our face-to-face
units to the optimum
level • W
e launched our in- interaction with
• W
e have additional house manufactured opinion influencers
space at Dadri solvent cement. and decision makers
and Bengaluru for • W
e are seeding the in the geographies of
brownfield expansions market with allied our presence.
when required bathroom products
• W
e are looking • W
e are on the verge • W
e will complement
to establish a of launching water our BTL activities with
manufacturing tanks for diverse on-wheels awareness
presence in East India applications
initiatives.
over the coming years.
Management Discussion
& Analysis
The business emergency and containment
measures possibly dwarfed
May 29, 2020) as there has been no shortage
of food grains, vegetables and
environment the losses that the two global
Putting the agri sector dairy products.
performance in perspective
Global economy: Growth financial crises had caused.
- when you look at a 3.7% But that’s not the end of
across economies worldwide The shock isn’t over even as
growth at current price level, the road. Built over a strong
decelerated markedly in 2019 we draft this report. Covid-19
then growth rate comes to foundation and seasoned
with a sustained weakness has driven the world into a
11.3%, which is 60% more than by several crises, the Indian
in international trade and state of severe uncertainty of
the growth rate of the non- economy has gathered
investments. This weakness unknown duration.
agriculture sector. (Source: enough strength to rebound.
affected both the advanced The Economic Times, April 29, Experts believe that that
Many countries face a multi-
economies, particularly the 2020) while the economic damage
layered crisis, comprising
Euro Area, as well as the of the pandemic has so far
a health shock, domestic
emerging markets and the Industrial output for fiscal been deep and far-reaching
economic disruptions,
developing economies. 2019-20 contracted by 0.7% in India, there is hope that the
plummeting external demand,
compared with a growth rate economic activities will spike
Global trade contracted capital flow reversals and a
of 3.8% in 2018-19. once the Covid-19 restrictions
for most part of 2019, collapse in commodity prices.
are eased.
leading to a slowdown in Experts believe that the global India’s fiscal metrics worsened
economy has entered into one
manufacturing, and financial
of its worst recessions. (Source:
beyond the government’s
The business
markets remained fragile.
Concerns over economic IMF)
estimates with the fiscal deficit
for FY20 widening to 4.6% of
space
growth triggered widespread the GDP as against the finance India’s PVC pipes and fitting
Indian economy: In keeping
monetary policy easing by ministry estimate of 3.8%. markets: This business space
with the larger trend, India’s
major central banks last year. In (Source: The Economic Times, is growing rapidly with the
GDP growth slid for another
the backdrop of such turmoil, May 29, 2020) increase in the construction
year to 4.2% in 2019-20 from
global growth weakened to an and building sector and
6.1% in 2018-19; this was the Even as the green shoots
estimated 2.9% last year — the significant increase in the
lowest growth in more than of economic recovery were
lowest rate of expansion since disposable income. The market
a decade. (Source: Mint, May witnessed in some sectors
the 2008 financial crisis. for plastic pipes and fittings
30, 2020) towards the tail-end of in India is in its growth stage,
The year 2020 became a 2019-20 , Covid-19, the global growing at double digit CAGR
On the output front, agri
year of nightmare not for pandemic hit India. during FY’2013 – FY’2018.
(3.7% growth) and mining
businesses alone, but for
sectors seem to have held The Covid-19 outbreak The market has also been split
the entire human race. The
the fort. On the expenditure ran riots on the teetering by the end-user applications
Covid-19 pandemic ravaged
front, government spending economy, leading to large- into sewerage, water supply,
the world, spelling doom and
seems to have saved the day. scale loss of employment. irrigation and plumbing and
drawing the civilisation to
Manufacturing and gross In April 2020, India’s bore well applications. The
its knees. The world faces a
fixed capital formation were manufacturing and services irrigation sector occupies
grim reality – the exponential
very disappointing. The three activities recorded the the highest share because
growth of the contagion is PVC pipes and Fittings are
components of demand have sharpest contraction among
multiplying the number of extensively used in the
fallen - consumption demand the world’s top 10 economies;
infected individuals every day. irrigation framework installed
slowed, while investments and the agriculture sector
exports were in the negative in farms and fields all over the
The loss in businesses functioned with lesser hitches
territory. (Source: The Hindu, country
associated with this health
22
ANNUAL REPORT
2019-20
CAGR of ~5%
~US$1.4 Bn
(2019-2029)
-23.4%
North America Latin America Europe Building & Construction Oil & Gas Industry
Asia Pacific Middle East & Africa Water Use Water Withdrawal
Electronics & Telecom Agriculture
Chemical Industry
Source: Persistence Market Research, 2019 Note: Market shares are not depicted as per the actual scale and are only her illustration purposes.
23
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
24
ANNUAL REPORT
2019-20
25
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Profit after tax increased from in capital intensive projects, Launch of flanking revenue capital cycle increased
C2,393.10 Lakh in 2018-19 to primarily to commission verticals, primarily Fittings, marginally from 48 days in
C2,852.58 Lakh in 2019-20. The the newly acquired facility coupled with a widening of 2018-19 to 58 days in 2019-
same was ploughed back into near Bangalore and in other the pipe market (consequent 20. This also resulted in an
business operations. brownfield expansions. As a liberal credit policies) increase in working capital
result, the Net Fixed Assets extended the working capital loans which impacted the
Even as business momentum increased from C12,853.32 cycle. As such, the Working interest liability for the year.
improved, Apollo Pipes Lakh as on March 31, 2019 to
strengthened its financial C18,459.69 Lakh as on March
edifice. While the Net Debt 31, 2020.
declined from C11,224.46
Lakh as on March 31, 2019 to
C9,067.21 Lakh as on March 31,
2020, Networth increased from
C22,981.46 Lakh to C30,651.54
Lakh over the same period.
As such, the debt-equity ratio
declined from 0.49 as on
March 31, 2019 to 0.29 as on
March 31, 2020.
PAT to Net sales 6.61 6.99 5.7 Change in Tax rate from 25% to 22%
26
ANNUAL REPORT
2019-20
27
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
various safety aspects at the to make the hiring process information technology has • It identified four core areas
organisation. more transparent and attained greater significance for informatisation – IT,
hassle-free. and upgraded IT systems has data, process and change
The Company framed and been made mandatory by the project – where a new-
• A Health & Safety Policy
implemented five policies rule of law. look IT system was a dire
was introduced to ensure
during the year under review necessity.
complete protection for
towards building a smarter Apollo Pipes embraced the
the employees. • The IT strategy was aimed
workforce. wave of digital transformation
• A Mediclaim Policy has at building a collaborative
• The Reward and with an overhaul of its
been floated to cover construction from a
Recognition Policy has outlook. It studied, analysed
employees outside the passive response.
been designed to identify and learned from the
ESIC scheme. developments outside its • The holistic upgrade was
and honour the ‘Worker
business and replicated it meant to transform an
of the Month’. It is aimed The HR team keeps the
inward. The entire organisation outdated vicious IT circle
to boost employee workplace peaceful and
was made part of this IT recast into a virtuous IT circle.
attachment with the encouraging through
Company and improve and every ‘why’ was answered • The policy was structured
various work activities and
productivity. in the most logical and to strike a balance
teambuilding activities,
convincing way. between outsourcing and
• The PMS policy was celebration of birthdays,
self-research to make the
implemented to make the anniversaries and festival. The Company spent H25 Company more inwardly
performance assessment A host of bond-building lakh during 2019-20 for the independent.
system transparent and activities are also part of the overhaul of its IT systems and
rewarding. HR schedule, structured to policies. The Company devised its
• A Revised Loan & check attrition and ensure IT solutions for two key
• The IT roadmap was laid
Advances Policy was team spirit. areas of business process
out with the primary
introduced to help the objective of integrating development and IT change
2) IT: Changing password to
employees address the systems and processes management. The business
progress
unforeseen needs and from a decentralised state. process development
With digital transformation involved sales, manufacturing,
various exigencies. It was aimed at doing the
storming the Indian business fiancé, purchase and other
• A Revised Appointment business in a smarter and
landscape and redefining the operations.
Letter Policy was launched more effective way.
way of doing business, the
28
ANNUAL REPORT
2019-20
Projects in the pipeline Projects on stream schedule has also been drawn several initiatives to make the
Apollo Pipes has lined up a The strong IT squad at Apollo up to speed up the process operations safe. It introduced
number of projects under the Pipes sent at least three and ensure maximum benefit. automation of labour-centric
renewed IT systems. Each of projects live during 2019-20. • Channel Management processes and services
these is planned to give the The policy recast and systems System (CMS) – Work likely to ensure utmost safety
business a new look led by a upgrade helped it implement to begin in August 2020 standards for the workers.
more integrated processes and the new projects faster than • Data Security & Domain
Some basic safety measures
more connected operations. anticipated. The three projects Control – Lined up for
followed at Apollo Pipes:
• SAP-Fiori System: It is are: September 2020
• Invested in reducing
designed to ease workflow • SAP-Fiori System for • Document Management
earthing voltages, made
bottlenecks, hasten Workflow, Approvals, Self- System – Expected to be
110 pits
approvals and help in self- service Tasks initiated in October 2020
• Business Unit Faster • Introduced low-cost
service tasks • Bank Integration
Connectivity – Lined up automation in belling,
• Bank Integration: It is • Email & SMS Integration
for August 2020 socketing and packing
aimed to minimise the
operations
process cycle and data Roadmap for 2020-21
3) Safety, Health &
• Provided earplugs to
accuracy with minimum For the financial year 2020-21, Environment
people working on grinder
human intervention. Apollo Pipes is focusing on
As a responsible corporate, and pulveriser
• Email & SMS Integration: CAPEX for various IT projects Apollo Pipes has in place a
that would make the business • Gave dust masks to the
This will help with stringent health, safety and
more robust and rewarding. employees at the shop
real-time information environmental policy that
A number of projects have floor
update to customers and complies with guidelines
respective custodians queued up to go live during benchmarked to global • Distributed safety gloves
the year, while a host of others standards. and shoes
• BOBJ Dashboard: This will
have been lined up to be
ensure data accuracy, help The Company invested
initiated over the one year. Apollo Pipes is a people-
in faster decision-making centric organisation with around H60 lakh in 2019-20
and minimise human Projects in progress strong focus on the health in installing a fire hydrant
intervention. and safety of our employees. enhancement system
At least four projects are in the
• IT Connectivity: It will works and likely to go live in It takes ultimate protection (wet type), put in place fire
provide a seamless the fiscal year 2020-21. These to ensure complete safety at extinguishers, sand buckets,
connectivity across all are: the workplace and organise safety display boards and
business locations for regular health check-ups for safety PPEs.
• SAP Solution manager
a smoother business the employees. It values the
• Channel Management The Company invested 216
operations and more people living around the
System (CMS) man-days of training in 2019-
effective virtual various establishments and
• BOBJ Dashboard it has have lined up several 20 on various parameters for
monitoring.
• Current IT Architecture & environmental protection improving safety practices
• Channel Management
Process Optimisation, Data measures for the wellbeing of at the Company. It logged
System (CMS): This is
Security those communities. in 304 days of work without
targeted to empower
any major injury during the
the customer, employee Projects in the pipeline Safety
year under review, and no
and others who are the The Company has planned Safety parameters followed casualties were reported
part of the Apollo Pipes at least four projects that are at Apollo Pipes comply with during the year.
ecosystem like retailers, likely to be initiated during the ISO 9001:2015 standards.
influencers and end-users. the current year. A project The Company has lined up
29
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
30
ANNUAL REPORT
2019-20
31
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Board of Directors
32
ANNUAL REPORT
2019-20
33
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Corporate
Information
Chairman Directors Chief Financial Officer
Mr. Sanjay Gupta (DIN: 00233188) Mr. Pradeep Kumar Jain (DIN: 08063400) Mr. Ajay Kumar Jain
Ms. Neeru Abrol (DIN: 01279485)
Managing Director Mr. Saket Agarwal (DIN: 00203084) Company Secretary
Mr. Sameer Gupta (DIN: 00005209) Mr. Abhilash Lal (DIN:03203177) Mr. Ankit Sharma
34
ANNUAL REPORT
2019-20
Board’s
Statutory Reports
Report
Board’s Report
Dear Members,
Your Directors are pleased to present the 34th Boards’ Report on the business and operations of the Company along with the Audited
Financial Statement for the financial year ended March 31, 2020.
FINANCIAL PERFORMANCE
The Financial Results of the Company for the financial year under review are as follows: (C In Lakhs)
Particulars FY 2019-20 FY 2018-19
Gross sales 40,795.81 36,184.27
Add : Other income 1,013.27 1,208.86
Total revenue 41,809.08 37,393.13
Operating expenses 36,160.67 32,436.75
EBIDTA 5,648.41 4,956.38
Less : Finance cost 606.76 594.25
Less : Depreciation and amortisation 1,269.98 969.30
Profit before tax (PBT) 3,771.67 3,392.83
Less : Tax expense 919.09 999.73
Profit after tax for the year (PAT) 2,852.58 2,393.10
Prior period adjustments - (1.91)
Add: Profit brought forward 6,575.50 4,184.31
Final dividend on equity shares 131.09 N.A.
Tax on dividends 26.96 N.A.
Balance carried over to balance sheet 9,270.03 6,575.50
35
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
36
ANNUAL REPORT
2019-20
implementation and maintenance along with periodical internal Directors of the Company, confirming that they meet the criteria
Statutory Reports
review of operational effectiveness and sustenance. of independence as prescribed both under the Companies Act,
2013 and SEBI (LODR), 2015. Further, pursuant to the Regulation
This ensures orderly and efficient conduct of its business, including 25(8) of the SEBI (LODR), 2015, Independent Directors of the
adherence to the Company’s policies, safeguarding of its assets, Company declared that they are not aware of any circumstances or
prevention of errors, accuracy and completeness of the accounting situation that exists or can be anticipated which could render them
records and the timely preparation of reliable financial information. incapable of performing their duties with reasonable independent
Board’s Report
The Internal financial controls with reference to the financial judgement and without any external influence. The Board took the
statements were adequate and operating effectively. same on record after undertaking assessment of its veracity.
DIRECTORS AND KEY MANAGERIAL PERSONNEL The details of familiarization programmes for Independent Directors
of the Company is placed on the website of the Company at:
In light of the provisions of Section 152 of the Companies Act, 2013
https://www.apollopipes.com/media/product/579669936_
and the Articles of Association of the Company, Mr. Sameer Gupta
Familiarization_Programme_for_Independent_Directors.pdf
retires by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment. BOARD EVALUATION
Appropriate resolution(s) seeking your approval to the appointment Pursuant to the provisions Section 134(3)(p) of the Companies
/ re-appointment of Directors are also included in the Notice Act, 2013 and Regulation 17 of the SEBI (LODR), 2015, the Board
convening the ensuing Annual General Meeting of the Company has carried out an annual evaluation of its own performance, the
along with the information as required to be disclosed under Directors individually as well as the evaluation of the working of its
Regulation 36(3) of SEBI (LODR), 2015 in case of reappointment of various Committees. The disclosure pertaining to such evaluation
the Director. forms part of the Corporate Governance Report.
Further, details of changes in the Directors and Key Managerial MEETINGS OF THE BOARD OF DIRECTORS
Personnel during the year under review are as follows: A calendar of Meetings is prepared and circulated in advance to the
• Mr. Ramesh Chandra Jindal, Non-Executive-Independent Directors. During the year, 4 (Four) Board Meetings were held on
Director, (DIN: 01377137) has resigned from Directorship w.e.f. 25.05.2019, 12.08.2019, 12.11.2019 and 04.02.2020. The intervening
December 24, 2019. gap between the two meetings did not exceed one hundred
and twenty days. The necessary quorum was present for all the
Board of Directors have appointed Mr. Abhilash Lal (DIN: 03203177) meetings.
as an Additional Director and in the capacity of Independent
Director, w.e.f. March 22, 2020, for a tenure of 5 years, subject to AUDIT COMMITTEE
approval of members of the Company at the ensuing general The Audit Committee of the Company comprises of three Members
meeting. Appropriate resolution seeking your approval for viz .Ms. Neeru Abrol, Independent Director, Mr. Pradeep Kumar Jain,
regularisation of his appointment is also included in the Notice. Independent Director and Mr. Sameer Gupta, Managing Director.
Mr. Pradeep Kumar Jain is the Chairman of the Committee.
Composition of the Board of Directors of the Company as on
31.03.2020: During the year, 5 (five) meetings of the Audit Committee were held
1. Mr. Sameer Gupta (DIN: 00005209) - Managing Director on 25.05.2019, 12.08.2019, 07.11.2019, 12.11.2019 and 04.02.2020 .
(Executive) The intervening gap between two meetings did not exceed one
hundred and twenty days. The necessary quorum was present for
2. Mr. Sanjay Gupta (DIN: 00233188) - Chairman (Non-executive
all the meetings.
Director)
3. Mr. Pradeep Kumar Jain (DIN: 08063400) - Director COMPANY’S POLICY ON DIRECTORS’APPOINTMENT
(Independent) AND REMUNERATION
4. Ms. Neeru Abrol (DIN: 01279485) - Director (Independent) The policy relating to selection of Directors, determining their
5. Mr. Saket Agarwal (DIN: 00203084) - Director (Non-Executive independence and the remuneration of Directors, key managerial
and Non-Independent) personnel and senior management along with the criteria
for performance evaluation of Independent Directors, Board
6. Mr. Abhilash Lal (DIN: 03203177) – Director (Additional, in the
Committees, Board and other individual Directors is available on
capacity of Independent Director)
the website of the Company and may be accessed at the link:
DECLARATION BY INDEPENDENT DIRECTORS https://www.apollopipes.com/media/product/550804260_
The Company has received declaration from all the Independent NominationandRemunerationPolicy30.03.2019.pdf.
37
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
38
ANNUAL REPORT
2019-20
and other requisite details pursuant to Section 197(12) of the Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
Statutory Reports
Companies Act, 2013 read with Rule 5(1) of the Companies (LODR), 2015”) is a part of this Annual Report.
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 as amended, is annexed to this report as “Annexure-5”. UNCLAIMED/UNPAID DIVIDEND
Further, particulars of employees pursuant to Rule 5(2) & 5(3) of As per section 124, where a dividend has been declared by a
the above Rules, form part of this Report. However, in terms of company but has not been paid or claimed within thirty days
provisions of section 136 of the said Act, the report and accounts from the date of the declaration to any shareholder entitled to the
are being sent to all the members of the Company and others
Board’s Report
payment of the dividend, the company shall, within seven days
entitled thereto, excluding the said particulars of employees. Any
from the date of expiry of the said period of thirty days, transfer the
member interested in obtaining such particulars may write to the
total amount of dividend which remains unpaid or unclaimed to a
Company Secretary at the corporate office of the Company. The
special account to be opened by the company in that behalf in any
said information is available for inspection at the corporate office
scheduled bank to be called the Unpaid Dividend Account.
of the Company during working hours.
The Company has declared a Dividend of C1/- per share which
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS amount C1,31,09,402/- (One Crore Thirty One Lakh Nine Thousand
AND OUTGOINGS Four Hundred and Two only). Out of which C61,212/- could not be
claimed or transferred to/by the members and hence same was
Information pertaining to conservation of energy, technology
transferred to Apollo Pipes Ltd Unpaid Dividend 2018-19 (Unpaid
absorption, foreign exchange earnings and outgoings as required
Dividend Account).
under Section 134 (3) (m) of Companies Act, 2013 read with the
Rule 8 (3) of the Companies (Accounts) Rules, 2014, is annexed Pursuant to provisions of Section 125 of the Companies Act, 2013
hereto as “Annexure-6” forming part of this Report.
the dividends which have remained unpaid / unclaimed for a
SIGNIFICANT AND MATERIAL ORDERS period of Seven years from the date of transfer the unpaid dividend
amount is mandatorily required to be transferred to the Investor
During the financial year under review, no significant and material
Education and Protection Fund (IEPF) established by the Central
orders passed by the Regulators or courts or tribunals impacting
Government.
the going concern status and Company’s operations in future.
MATERIAL CHANGES AND COMMITMENTS, The dividend status remaining unclaimed is given hereunder:
AFFECTING THE FINANCIAL POSITION OF THE Amount
Financial Dividend Per Date of
COMPANY WHICH HAVE OCCURRED BETWEEN THE year Share (I) Declaration
in Unpaid
END OF THE FINANCIAL YEAR OF THE COMPANY Account
TO WHICH THE FINANCIAL STATEMENTS RELATE 2018-19 1/- 28/09/2019 61,212/-
AND THE DATE OF THE REPORT
DISCLOSURE AS PER SEXUAL HARASSMENT
There are no material changes and commitments, affecting the OF WOMEN AT WORKPLACE (PREVENTION,
financial position of the Company which has occurred between PROHIBITION AND REDRESSAL) ACT, 2013
the end of the financial year i.e. March 31, 2020 and the date of the
Pursuant to the provisions stipulated under Sexual Harassment of
Directors’ Report.
Women at Workplace (Prevention, Prohibition and Redressal) Act,
DIVIDEND DISTRIBUTION POLICY 2013, the Company has framed a Policy on Prevention of Sexual
The Board in compliance with SEBI (LODR), 2015, formulated a Harassment of Women at Workplace. During the financial year
Dividend Distribution Policy. This policy provides clarity to the 2019-20, no case/complaint was reported to the Company under
stakeholders on the dividend distribution frame work of the the said policy.
Company. The policy sets out various internal and external factors The Company has zero tolerance towards any act on the part of any
which shall be considered by the Board in determining the executive which may fall under the ambit of ‘Sexual Harassment’
dividend payout. The Dividend Distribution Policy is also available at workplace, and is fully committed to uphold and maintain the
on the website of the Company at https://www.apollopipes.com/ dignity of every women executive working in the Company.
media/product/2135595372_DividendDistributionPolicy.pdf
The Policy regarding Prevention & Prohibition of Sexual Harassment
MANAGEMENT’S DISCUSSION AND ANALYSIS at Workplace provides for protection against sexual harassment
REPORT of women at workplace and for prevention and redressal of
Management’s Discussion and Analysis Report for the year under complaints.
review, as stipulated under Regulation 34(2) of SEBI (Listing
39
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
40
ANNUAL REPORT
2019-20
Statutory Reports
Corporate Governance
Report
NEC= Non-executive Chairman, MD= Managing Director, NE= Non-Executive Director, I = Independent Director, E= Executive
Director and NA – Not Applicable
$
excludes Directorships in the Company, Private Limited Companies, Foreign Companies, memberships of Managing Committees of
various Chambers/bodies /Section 8 Companies.
**only covers Memberships/Chairmanships of Audit Committee and Stakeholders’ Relationship Committee.
#
Appointed w.e.f. March 22, 2020
##
Sanjay Gupta hold shares in Apollo Pipes Limited as Karta of “Sanjay Gupta HUF”
Other Listed entities where the person is a Director and the category of Directorship:
S. No. Name of Director Name of Company Category
1 Sanjay Gupta APL Apollo Tubes Limited Managing Director
2 Neeru Abrol TCNS Clothing Co. Ltd. Independent Director
APL Apollo Tubes Limited Independent Director
Apollo Tricoat Tubes Limited Independent Director
3 Abhilash Lal APL Apollo Tubes Limited Independent Director
Ganesha Ecosphere Limited Independent Director
41
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Date and number of Board Meetings held:4 (four) Board 3. Board Skills, Expertise or Competence:
Meetings were held during the financial year 2019-20 i.e. The Board of Directors possess appropriate skills, experience
on 25.05.2019, 12.08.2019, 12.11.2019 and 04.02.2020,. The and knowledge in one or more fields of finance, law,
maximum time gap between any two consecutive meetings management, sales & marketing, operations, research,
was not more than one hundred and twenty days. corporate governance, education, community service or
Disclosure of relationships between directors inter-se: other disciplines.:
Mr. Sanjay Gupta (Chairman) is the elder brother of Mr. Names of directors having the above skills, expertise and
Sameer Gupta (Managing Director) and none of the other competence:
directors are related to each other.
4. Separate meeting of the Independent In the opinion of the Board, the Independent Directors fulfil
Directors all the conditions specified in SEBI (LODR), 2015 and are
In accordance with the provisions of Schedule IV of the independent of the management.
Companies Act, 2013 and Regulation 25 of the Listing Mr. Ramesh Chandra. Jindal (DIN: 01377137) has resigned
Regulations, a separate meeting of the Independent Directors from the directorship w.e.f. December 24, 2019. Thereafter
of the Company was held on 04.02.2020. Mr. Pradeep Kumar Board of Directors have appointed Mr. Abhilash Lal (DIN:
Jain chaired the said meeting and all the Independent 03203177) as an Additional Director and in the capacity of
Directors of the Company were present in the said meeting. Independent Director, w.e.f. March 22, 2020, for a tenure of 5
5. Familiarisation Programme for Independent years, subject to approval of members of the Company at the
Directors: ensuing general meeting. Thereby, Company has 3 (three)
Independent Directors in the Board presently.
In accordance with the provisions of Regulation 25(7) of
the Listing Regulations, the Company has been conducting 7. Performance Evaluation
various familiarisation programmes for Independent Pursuant to the provisions of the Companies Act, 2013 and
Directors. The details of such familiarisation programmes for Regulation 17(10), 19(4) and Part D of Schedule II of the SEBI
Independent Directors have been disclosed on the website (LODR), 2015 a Board Evaluation Policy has been framed and
of the Company i.e. https://www.apollopipes.com/media/ approved by the Nomination and Remuneration Committee
product/579669936_Familiarization_Programme_for_ (NRC) and by the Board.
Independent_Directors.pdf
The Board carried out an annual performance evaluation of
6. Independent Directors its own performance, the Independent Directors individually
as well as the evaluation of the working of the Committees
The Company has received declaration from all the
of the Board. The performance evaluation of all the Directors
Independent Directors of the Company, confirming that they was carried out by the Nomination and Remuneration
meet the criteria of independence as prescribed both under Committee. The performance evaluation of the Chairman
the Companies Act, 2013 and SEBI (LODR), 2015. Further, and the Non-Independent Directors was carried out by the
pursuant to the Regulation 25(8) of the SEBI (LODR), 2015, Independent Directors.
Independent Directors of the Company declared that they
The Independent Directors were evaluated on the basis of
are not aware of any circumstances or situation that exists
their objectivity, independent judgement while exercising
or can be anticipated which could render them incapable their duties and constructive participation and decision
of performing their duties with reasonable independent making in the Meetings of Board and its committees amongst
judgement and without any external influence. the other criteria as approved by the NRC.
42
ANNUAL REPORT
2019-20
The purpose of the Board evaluation is to achieve persistent Financial Officer (CFO) are invitees to the meetings and
Statutory Reports
and consistent improvement in the governance of the Company Secretary of the Company acts as Secretary to the
Company at the Board level with the participation of all committee. The minutes of the Audit Committee meetings
concerned in an environment of harmony. The Board were placed before the subsequent Board Meeting. All the
acknowledges its intention to establish and follow “best recommendations of the Audit Committee were accepted by
practices” in Board governance in order to fulfil its fiduciary the Board
obligation to the Company. The Board believes the evaluation During the year, 5 (Five) meetings of the Audit Committee
43
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
committee may also regularly evaluate the usefulness of such Act, 2013 is governed by Nomination Policy read with
performance parameters, and make necessary amendments. Company’s policy on appointment/re-appointment of
During the year, 3 (three) meetings of the Nomination and Independent Directors. The remuneration paid to the
Remuneration Committee were held i.e. on 12.08.2019, Directors is in accordance with the remuneration policy
12.11.2019 and 04.02.2020, which were duly attended by all of the Company.
committee members. The composition of the Nomination Based on the recommendations of NRC, the Board has
and Remuneration Committee as on March 31, 2020 is as approved the remuneration policy for Directors, Key
under: Managerial Personnel (KMP) and all other employees of
the Company. As part of the policy, the Company strives
No. Of
Sl. to ensure that:
Name of Director Status meeting
No.
attended i. The level and composition of remuneration is
1. Ms. Neeru Abrol* Chairperson 1 reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run
2. Mr. Pradeep Kumar Jain* Member 3
the Company successfully;
3. Mr. Sanjay Gupta Member 2
ii. Relationship between remuneration and
*Ms. Neeru Abrol elected as chairperson of the committee performance is clear and meets appropriate
w.e.f. 04.02.2020 and Ramesh Chandra Jindal resigned from performance benchmarks; and
the Directorship w.e.f 24.12.2019 whereby he also cease to be iii. Remuneration to Directors, KMP and Senior
the Chairman of NRC. Management involves a balance between fixed
and incentive pay, reflecting short, medium and
9.1 Nomination and Remuneration Policy
long-term performance objectives appropriate
Matching the needs of the Company and enhancing
to the working of the Company and its goals.
the competencies of the Board are the basis for the
Same is available on our website: https://www.
Nomination and Remuneration Committee to select a
apollopipes.com/media/product/550804260_
candidate for appointment to the Board.
NominationandRemunerationPolicy30.03.2019.
The Policy of the Company on Directors appointment pdf
including criteria for determining qualifications, positive
9.2 Remuneration to the Directors
attributes, independence of Directors and other
Details of Remuneration to the Directors for the year
matters as required under Section 178 of Companies
ended March 31, 2020 are given below
(C in Lakhs)
Sl.
Name Salary Benefits Commission Sitting Fee Total
No.
1 Mr. Sameer Gupta (Managing Director) 120.0 - - - 120.0
2 Mr. Sanjay Gupta (Non-executive Director) - - - - -
3 Ms. Neeru Abrol (Non-Executive Independent Director) - - - 3.20 3.20
4 Mr. Pradeep Kumar Jain (Non-Executive Independent Director) - - - 2.45 2.45
1Mr. Ramesh Chandra Jindal (Non-Executive Independent
5 - - - 1.40 1.40
Director)
6 Mr. Saket Agarwal (Non-Executive Director) - - - - -
7 *Mr. Abhilash Lal (Non-Executive Independent Director) - - - - -
1) Mr. Ramesh Chandra Jindal has resigned from the Directorship w.e.f. 24.12.2019
*Board of Directors have appointed Mr. Abhilash Lal (DIN: 03203177) as an Additional Director and in the capacity of
Independent Director, w.e.f. March 22, 2020, for a tenure of 5 years, subject to approval of members of the Company at the
ensuing general meeting
• The Company has not paid sitting fees to any of its Non-Executive Directors other than the Independent Directors
• No stock option was granted to Mr. Sameer Gupta during the reporting period and no severance fees or salary in lieu of
notice is payable to him.
The web link of criteria of making payments to Non-Executive Director is as follows: https://www.apollopipes.com/media/
product/1776436471_Criteria_of_making_payments_to_Non-Executive_Directors_of_Apollo_Pipes_Limited.pdf
44
ANNUAL REPORT
2019-20
10. Stakeholders Relationship Committee the Secretary of the Stakeholders Relationship Committee
Statutory Reports
In compliance with the provisions of Section 178 of the and Mr. Ajay Kumar Jain, CFO of the Company is the
Companies Act, 2013 and the SEBI (LODR), 2015, the Board permanent invitee to this committee.
has constituted “Stakeholders’ Relationship Committee (SRC)”. The Company has adequate systems and procedures to
handle the investors’ grievances and the same are being
Role of SRC includes – resolved on priority basis. No complaint was received during
i. Resolving the grievances of the security holders of the the year.
*Mr. Ramesh Chandra Jindal had resigned from the 2. Mr. Sanjay Gupta Member 2
Directorship whereby he ceased to be the member of 3. Mr. Sameer Gupta Member 2
Stakeholders Relationship Committee w.e.f. 24.12.2019.
The quorum for a meeting of the Committee on CSR shall
Consequently Stakeholders Relationship Committee was
be one-third of its total strength (any fraction contained in
re-constituted on 04.02.2020 and Ms. Neeru Abrol was
that one-third being rounded off as one), or two members,
appointed as Chairperson of the Committee.
whichever is higher.
Mr. Ankit Sharma, Company Secretary of the company, is also
45
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Financial
Venue Date and Time Special Resolution Passed
Year
2018-19 JP Hotel & Resorts, 6B, IP Saturday, 28th -For appointment of Mr. Ramesh Chandra Jindal
Extension, Patparganj, Near September, 2019 at (DIN:01377137) as director in the category of independent
Max Hospital, Delhi-110092 12:30 PM. director
-For authorization to the board u/s 180 (1)(a) and 180 (1)(c)
of the Companies Act, 2013 – for increase the borrowing
limits and creation of the charge on the assets of the
Company.
2017-18 JP Hotel & Resorts, 6B, IP Saturday, 22nd -For Issuance of 9,50,000 equity shares on preferential basis
Extension, Patparganj, Near September, 2018 at to the persons belonging to promoter category.
Max Hospital, Delhi-110092 10:00 A.M.
-For Issuance Of 24,85,000 Fully Convertible Warrants On
Preferential Basis To The Persons Belonging To Promoter
Category
Approval Of Revision In Remuneration Payable To Mr.
Sameer Gupta (Din: 00005209), Managing Director Of The
Company
-For authorization to the board u/s 180 (1)(a) and 180 (1)(c)
of the Companies Act, 2013 – for increase the borrowing
limits and creation of the charge on the assets of the
company.
2016-17 JP Hotel & Resorts, 6B, IP Friday, 29th No special resolution was passed.
Extension, Patparganj, Near September, 2017 at
Max Hospital, Delhi-110092 10:00 A.M.
In accordance with the law, a poll (electronically and by physical ballot) was conducted on all the resolutions of the Notice; all the
members were given an option to vote through electronic means using the CDSL platform.
B. Special Resolution passed through Postal Ballot Company (ies) under Apollo Pipes Limited
During the period under review, Company has Employee Stock Option Scheme – 2020.
conducted postal ballot vide postal ballot notice dated c. Grant of employee stock options by way of
March 19, 2020 for obtaining shareholders approval in secondary acquisition under Apollo Pipes Limited
respect of the following Special Resolutions: Employee Stock Option Scheme – 2020.
a. Approval of Apollo Pipes Limited Employee Stock d. Provision of money by the Company for purchase
Option Scheme – 2020 of its own shares by the Trust / Trustees for the
b. Approval of grant of stock options to the benefit of employees under Apollo Pipes Limited
employees of Holding Company and Subsidiary Employee Stock Option Scheme – 2020.
46
ANNUAL REPORT
2019-20
e. Approval for amendment in the Memorandum of ii) The internal auditor reports directly to the Audit
Statutory Reports
Association. Committee of the Board.
f. Approval for amendment in the Articles of iii) No separate office is provided to the non-
Association. executive Chairperson of the Company.
47
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
15. Reconciliation of Share Capital Audit Dividend Payment: The Company has adequate
The Securities and Exchange Board of India has directed that profits during the year under review and as such your
all the issuer shall submit a report reconciling the total shares Directors do not recommend any dividend considering
held in both the depositories, viz, NSDL and CDSL and in the need to augment the resources for operational
physical form with the total issued / paid-up capital. The said purposes.
certificate duly certified by a Company Secretary-in-practice iii) Listing of shares:
is submitted to the BSE and NSE within 30 days from end of The Equity Shares of the Company are listed with the
each quarter and the certificate is placed before the Board of BSE Limited having SCRIP Code 531761.
Directors of the Company. Equity Shares of the Company are also listed on
16. Means of Communication: National Stock Exchange of India Limited (NSE), having
NSE symbol APOLLOPIPE, w.e.f 11/11/2019.
i) Publication of quarterly/half yearly/nine monthly/
annual results: Quarterly and Annual Financial Results The listing fees of the stock exchanges has been paid by
are normally published in Financial Express (English the Company for the financial year 2019-20.
Edition), Jansatta (Hindi Edition), Business Standard iv) ISIN of the Company: INE126J01016
(English & Hindi Edition) and are promptly furnished v) Distribution schedule as at March 31, 2020
to the Stock Exchanges for display on their respective
Nos. of Equity Shareholders Shares held
websites. The results are also displayed on the web- Shares held Number % Number %
site of the Company : https://www.apollopipes.com/
UP TO 5000 4,981 85.65 4,69,448 3.58
investors/Financial-Results-29
5001 TO 10000 345 5.93 2,74,381 2.09
ii) Press release: To provide information to investor,
10001 TO 20000 228 3.92 3,45,622 2.63
monthly production figures and other press release are
20001 TO 30000 94 1.61 2,33,717 1.78
send to the stock exchanges as well as displayed on the
Company’s website i.e. https://www.apollopipes.com/ 30001 TO 40000 30 0.51 1,07,116 0.81
investors/Press-Release-47 before it is being released to 40001 TO 50000 27 0.46 1,23,430 0.94
the media. 50001 TO 100000 44 0.75 3,18,501 2.42
iii) Presentations to analysts: Presentations were made 100001 AND ABOVE 66 1.13 1,12,37,187 85.71
to analysts/investors during the financial year 2019- TOTAL 5,815 100.00 1,31,09,402 100.00
20. The same are available on the Company’s website
i.e. https://www.apollopipes.com/investors/Investor- vi) Shareholding pattern as on March 31, 2020
Presentation-45. The presentations broadly covered No. of shares Percentage of
Category
operational and financial performance of the Company held Shareholding
and industry outlook. Promoter and Promoter
61,75,702 47.10
Group
17. General Shareholders’ Information:
Mutual Funds 10,57,408 8.06
i) Annual General Meeting (date and time): September
Alternate Investment
29, 2020 at 4.00 P.M (Tuesday) 2,50,000 1.91
Funds
Venue: Through OAVM platform as per notification
Foreign Portfolio Investors 5,89,290 4.50
dated May 5, 2020
Book Closure: September 23, 2020 to September 29, Insurance Companies 98,989 0.76
2020 (both days inclusive) Individuals 40,35,254 30.78
ii) Financial calendar (tentative and subject to change) Body corporate 4,82,013 3.68
48
ANNUAL REPORT
2019-20
Statutory Reports
Stock market price on Stock Exchanges
(In I Per share) Percentage of Shareholding
Month and Year
BSE Traded NSE (w.e.f. 11.11.19) Traded
High Low Quantity High Low Quantity
April, 2019 448.00 381.05 1,85,567 NA NA NA
May, 2019 430.00 358.65 1,78,726 NA NA NA
35,000 350
300
30,000 250
200
25,000
150
20,000 100
Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20
Sensex Apollo Pipes Ltd.
14,000 450
12,000 400
350
10,000
300
8,000 250
6,000 200
150
4,000
100
2,000 50
49
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
50
ANNUAL REPORT
2019-20
Regulations, 2015 forms part of this report and annexed The Company has complied with provisions relating to
Statutory Reports
herewith as an Annexure-CG/4. the constitution of Internal Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
21. Code for Prevention Of Insider Trading: and Redressal) Act, 2013 (POSH).
In accordance with the Securities and Exchange Board of During the financial year 2019-20 no case/complaint was
India (Prohibition of Insider Trading) Regulations, 2015, the reported to the Company under the said policy. Number of
Board of Directors of the Company has adopted cases filed and their disposal under Section 22 of the POSH is
51
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Annexure CG/1
Business Responsibility
Policy
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY
1 Corporate Identity Number (CIN) of the Company L65999DL1985PLC022723
2 Name of the Company Apollo Pipes Limited
3 Registered address 37, Hargobind Enclave, Vikas Marg, Delhi-110092
4 Website www.apollopipes.com
5 E-mail id compliance@apollopipes.com
6 Financial year reported 2019-2020
7 Sector(s) that the Company is engaged in (industrial activity code-wise) Manufacturer of Plastic Products
Group 222
As per National Industrial Classification, Ministry of
Statistics and Programme Implementation
8 List three key products/services that the Company manufactures/ Manufacture uPVC, cPVC and HDPE Pipes
provides (as in balance sheet)
9 Total number of locations where business activity is undertaken by the Four
Company
(a) Number of international locations None
(b) Number of national locations In India, Apollo Pipes Limited has four main
operational manufacturing locations, two at U.P.,
one at Ahemdabad and one at Bengaluru,
10 Markets served by the Company – Local/State/National/International Local, State, National and International
52
ANNUAL REPORT
2019-20
Statutory Reports
1. Details of Director/Directors responsible for BR 1 Name Mr. Ajay Kumar Jain
(a) Details of the Director/Director responsible for 2 Designation Chief Financial Officer
Report
implementation of the BR policy/policies 3 Telephone number 0120-2973411
1 Name Mr. Sameer Gupta 4 e-mail id akjain@apollopipes.com
2 Designation Managing Director 2. Principle-wise (as per NVGs) BR Policy/policies
Board’s
Business
3 DIN 00005209 (a) Details of compliance (Reply in Y/N)
Report
Responsibility Policy
S.
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1 Do you have a policy/ policies for. Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in consultation with
Y Y Y Y Y Y Y Y Y
the relevant stakeholders?
3 Does the policy conform to any national / international Most of the policies are aligned to standards like: ISO 9001 (Quality
standards? Management System)
4 Has the policy being approved by the Board? If yes, has
it been signed by MD/owner/ CEO/ appropriate Board Y Y Y Y Y Y Y Y Y
Director?*
5 Does the company have a specified committee of the
Board/ Director/ Official to oversee the implementation Y Y Y Y Y Y Y Y Y
of the policy?
6 Indicate the link for the policy to be viewed online? Apart from the Statutory policies, which are available on the website of
the Company, other policies are available on the Apollo Pipes Limited
intranet and can be accessed by Company employees.
7 Has the policy been formally communicated to all
Y Y Y Y Y Y Y Y Y
relevant internal and external stakeholders?
8 Does the company have in-house structure to
Y Y Y Y Y Y Y Y Y
implement the policy/ policies.
9 Does the Company have a grievance redressal
mechanism related to the policy/ policies to address Y Y Y Y Y Y Y Y Y
stakeholders’ grievances related to the policy/ policies?
10 Has the company carried out independent evaluation
of the audit/ working of this policy by an internal or Please refer to Note below1
external agency?
*These Policies have been signed by MD
53
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Principle 1: Businesses should conduct and optimization is an ongoing activity to reduce the relative
govern themselves with Ethics, Transparency and environmental impacts.
Accountability 4. Has the Company taken any steps to procure goods
1. Does the policy relating to ethics, bribery and corruption and services from local and small producers, including
cover only the Company? Does it extend to the Group/ communities surrounding their place of work? If yes,
Joint Ventures/ Suppliers/Contractors/NGOs /Others? what steps have been taken to improve their capacity
The Company believes in upholding the values of and capability of local and small vendors?
transparency, accountability and good governance. The The Company is in the process of revisiting its procurement
Company has formulated a Code of Conduct for Directors policy to ensure the suppliers surrounding its workplaces are
and senior management personnel and an effective vigil given due opportunities of participation.
mechanism and Whistle Blower Policy. The Company also 5. Does the company have a mechanism to recycle products
encourages its Suppliers / Contractors / NGO’s / Others to and waste? If yes what is the percentage of recycling of
practice in the same in a fair manner. products and waste (separately as 10%). Also, provide
2. How many stakeholder complaints have been received details thereof, in about 50 words or so.
in the past financial year? What percentage was Yes, the company has a mechanism in place for safe collection,
satisfactorily resolved by the management? reuse and recycling of products. The Company will improve
No shareholders’ complaints were received during the its processes and mechanisms in order to align the same with
Financial Year 2019-20. the core elements of Principle 2.
Principle 2: Businesses should provide goods Principle 3: Businesses should promote the
and services that are safe and contribute to wellbeing of all employees
sustainability throughout their life cycle 1. Please indicate the total number of employees: 541
1. List up to 3 of your products or services whose design 2. Please indicate the total number of employees hired on
has incorporated social or environmental concerns, risks temporary/contractual/casual basis: 286
and/or opportunities. 3. Please indicate the Number of permanent women
- uPVC Pipes employees: 11
- cPVC Pipes
4. Please indicate the Number of permanent employees
- HDPE Pipes
with disabilities: Nil
2. For each such product, provide the following details
5. Do you have an employee association that is recognized
in respect of resource use (energy, water, raw material
by management? Nil
etc.) per unit of product (optional): A. Reduction during
sourcing/production/ distribution achieved since the 6. What percentage of your permanent employees is
previous year throughout the value chain? B. Reduction members of this recognized employee association? N.A.
during usage by consumers (energy, water) has been 7. Please indicate the number of complaints relating to
achieved since the previous year? child labour, forced labour, involuntary labour, sexual
The Company continues to lay major emphasis on harassment in the last financial year and pending, as on
conservation of energy and the measures taken during the the end of the financial year.
previous years in the said regard were continued. Pipes & No. of No. of
tubes manufactured by the Company are used by diverse complaints complaints
consumer range and therefore it is not possible to measure No. Category filed during pending as
the usage (energy, water) by them. Exact saving figures are the financial on end of the
not ascertainable. year financial year
3. Does the Company have procedures in place for A Child labour/ forced Nil Nil
sustainable sourcing (including transportation)? If yes, labour/ involuntary labour
what percentage of your inputs was sourced sustainably? B Sexual harassment Nil Nil
The Company focuses on environmental impacts of sourcing C Discriminatory Nil Nil
and continually works with the vendors and suppliers to employment
reduce the same. Most of the vendors/suppliers for key raw
material of the Company have ben chosen after ensuring that 8. What percentage of your under mentioned employees
they have sustainable sourcing. Transportation and logistics were given safety and skill up-gradation training in the
last year?
54
ANNUAL REPORT
2019-20
Statutory Reports
B. Permanent Women Employees- 100% make efforts to restore the environment
C. Casual/Temporary/Contractual Employees- 100% 1. Does the policy related to Principle 6 cover only the
D. Employees with Disabilities- N.A.
Report
Company or extend to the Group/Joint Ventures/
Principle 4: Businesses should respect the interests Suppliers/ Contractors /NGOs/others.
of, and be responsive towards all stakeholders, The Company is committed to improving health & safety
Board’s
especially those who are disadvantaged, of the society and protection of the environment, and the
Business
vulnerable and marginalised. policy applies to the entire Company. Apollo Pipes Limited
Report
1. Has the Company mapped its internal and external also encourages its vendors and dealers to take health, safety
Responsibility Policy
stakeholders? and environment friendly measures for better future.
Yes, the company has identified key stakeholder groups and 2. Does the Company have strategies/ initiatives to address
mapped its internal and external stakeholders. global environmental issues such as climate change,
global warming, etc? If yes, please give hyperlink for
2. Out of the above, has the Company identified
webpage etc.
the disadvantaged, vulnerable and marginalised
stakeholders The Company is contributing towards addressing global
environmental issues by complying with ISO Certification i.e.,
Yes, the Company has identified the disadvantaged,
ISO 9001 under the Integrated Management System, in each
vulnerable and marginalized stakeholders viz. village
and every process of the Company.
communities in the vicinity of the manufacturing plants and
the contract/casual workers. 3. Does the Company identify and assess potential
environmental risks?
3. Are there any special initiatives taken by the Company
to engage with the disadvantaged, vulnerable and Yes, the Company from time to time assesses various
marginalized stakeholders. environmental risks associated with its activities and their
likely impact. The purpose of this exercise is to establish and
The Company proactively engages with and responds to those
maintain procedures for identifying environmental/ Hazard
sections in the society that are disadvantaged, vulnerable
aspects of activities. Company’s operations are currently not
and marginalized. The Company will improve its practices
affecting any eco-sensitive areas.
and processes so as to ensure that all the stakeholders benefit
from the value generated by the business. 4. Does the Company have any project related to Clean
Development Mechanism? None at present.
Principle 5: Businesses should respect and promote 5. Has the Company undertaken any other initiatives on –
human rights clean technology, energy efficiency, renewable energy,
1. Does the policy of the Company on human rights etc.
cover only the Company or extend to the Group / Joint Yes, the Company undertakes various energy efficiency
Ventures / Suppliers / Contractors / NGOs / Others? measures at its manufacturing locations. In the longer term,
The Company’s policies, structures and procedures the Company aims to reduce CO2 emissions and generate
demonstrate respect for human rights of all the stakeholders energy at a lower cost at its factories in India. This, is in-sync
impacted by its businesses. The Company, within its sphere of with the Company’s approach towards building a sustainable
influence, promotes the awareness and realization of human ecosystem through efficient energy consumption and
rights across its value chain. The Company recognises and optimum utilization of natural resources such as solar power
values the human rights of its employees and labour force and wind energy.
and adequate systems have been put in place to ensure that 6. Are the Emissions/Waste generated by the Company
their rights are not violated. within the permissible limits given by CPCB/SPCB for the
2. How many stakeholder complaints have been received financial year being reported?
in the past financial year. What percent was satisfactorily Yes, all of the Company’s emissions/waste generated during
resolved by the management? the reporting period were within the regulatory defined
In the reporting period, no violations or complaints arose. limits.
Further the Company ensures that all persons, groups whose 7. Number of show cause/ legal notices received from
human rights are impacted by the business operations of the CPCB/SPCB which are pending (i.e. not resolved to
Company have access to effective grievance redressal. satisfaction) as on end of financial year.
No show cause/legal notices were received from the
55
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Pollution Control Boards (PCB) during the financial year Company are confined to the CSR activities undertaken by
under review and nothing is pending at the end of the the Company. The Company is committed to undertaking
financial year. community development initiatives as part of its CSR ventures
in the coming years.
Principle 7: Businesses, when engaged in
influencing public and regulatory policy, should Principle 9: Businesses should engage with and
do so in a responsible manner provide value to their customers and consumers in
1. Is your company a member of any trade and chamber a responsible manner
or association? If Yes, Name only those major ones that 1. What percentage of customer complaints/consumer
your business deals with cases are pending as on the end of financial year.
The Company is a member of various council and chambers No customer complaints/consumer cases were pending as at
of commerce. Some of these associations include: The Plastic the end of financial year 2019-20.
Export Promotion Council and Delhi Chamber of Commerce. 2. Does the Company display product information on the
2. Have you advocated/lobbied through above associations product label, over and above what is mandated as per
for the advancement or improvement of public good? If local laws?
yes specify the broad areas. The Company at present does not display any information
The Company has used the above platforms of the above other than as mandated. However, in future necessary
Council/Chambers for advocating in the areas of economic improvements will be made in this regard.
reforms, social security, water conservation etc. 3. Is there any case filed by any stakeholder against the
Company regarding unfair trade practices, irresponsible
Principle 8: Businesses should support inclusive
advertising and/or anti-competitive behaviour during
growth and equitable development
the last five years and pending as on end of financial
1. Does the Company have specified programmes/ year.
initiatives/projects in pursuit of the policy related to
No court case has been filed against the Company regarding
Principle 8? If yes details thereof.
unfair trade practices and/or irresponsible advertising during
Yes, the Company has a well drafted CSR policy in line with the last five years or is pending as at the end of the financial
Section 135/ Schedule VII of the Companies Act, 2013. On the year.
basis of needs of the community around the projects, either
4. Did your company carry out any consumer survey/
observed or on the basis of requests, the initiatives for the
consumer satisfaction trends?
benefit of society are chosen and implemented.
The Company is focused on delivering value to its customers
2. Are the programmes/projects undertaken through in-
and, therefore, customer satisfaction surveys are carried
house team/own foundation/external NGO/government
out on a regular basis. This provides valuable feedback for
structures/any other organization?
the Company for providing the best possible service to
The Company is in the process of evolving its CSR related customers and to continuously improve in its engagement
activities so as to undertake the same on a stand alone basis. with customers.
3. Have you done any impact assessment of your initiative? For and on behalf of Board of Directors
The same would be undertaken in due course of time.
4. What is your company’s direct contribution to Sameer Gupta
community development projects- Amount in Rupees Date: August 4, 2020 Managing Director
and the details of the projects undertaken: Place: Noida (DIN: 00005209)
The Company’s CSR programmes are evolving at present and
will be able to report on this aspect from the coming year.
5. Have you taken steps to ensure that this community
development initiative is successfully adopted by the
community?
At present the community development initiatives of the
56
ANNUAL REPORT
2019-20
Annexure CG/2
Statutory Reports
CERTIFICATION ON FINANCIAL REPORTING AND INTERNAL CONTROLS TO THE BOARD AS REQUIRED
UNDER REGULATION 17(8) READ WITH SCHEDULE II OF PART B OF SEBI (LISTING OBLIGATIONS AND
Report
DISCLOSURE REQUIREMENTS) REGULATIONS 2015
Board’s
Certificatation
To
Report
The Board of Directors
Apollo Pipes Limited
We the undersigned, in our respective capacities as Managing Director and Chief Financial Officer of Apollo Pipes Limited, to the best of
our knowledge and belief certify that:
(a) We have reviewed financial statements and the cash flow statement for the year ended March 31, 2020 and that to the best of our
knowledge and belief, we state that:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might
be misleading;
(ii) these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
(b) We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the year,
which are fraudulent, illegal or violative of the Company’s Code of Conduct.
(c) We hereby declare that all the members of the Board of Directors and Executive Committee have confirmed compliance with the
Code of Conduct as adopted by the Company.
(d) We are responsible for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting of the Company and have disclosed to
the Auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware
and the steps we have taken or proposed to take to rectify these deficiencies.
(e) We have indicated, based in our most recent evaluation, wherever applicable, to the Auditors and the Audit Committee:
(i) significant changes, if any, in internal control over financial reporting during the year;
(ii) significant changes, if any, in the accounting policies during the year and that the same has been disclosed in the notes to the
financial statements; and
(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an
employee having significant role in the Company’s internal control system over the financial reporting.
Date: May 2, 2020 (Sameer Gupta) (Ajay Kumar Jain)
Place: Noida Managing Director Chief Financial Officer
57
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Annexure CG/3
Compliance Certificate On
Corporate Governance
To
The Members of
Apollo Pipes Limited
(Formerly “Amulya Leasing and Finance Limited”)
37, Hargobind Enclave, Vikas Marg, Delhi- 110092
I have examined the compliance of conditions of Corporate Governance by Apollo Pipes Limited (Formerly “Amulya Leasing and Finance
Limited”) (“the Company”), for the financial year ended on March 31, 2020, as stipulated in Regulations 17 to 27, clauses (b) to (i) of
Regulation 46(2) and paragraphs C, D and E of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred as the “Listing Regulations”) as amended from time to time.
Management’s Responsibility
1. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the
design, implementation and maintenance of internal control and procedures to ensure compliance with the conditions of the
Corporate Governance stipulated in the Listing Regulations. Responsibility also includes collecting, collating and validating data
and designing, implementing and monitoring of Corporate Governance process suitable for ensuring compliance with the above
mentioned Listing Regulations.
My Responsibility
2. Pursuant to the Listing Regulations, it is my responsibility to provide a reasonable assurance whether the Company has complied with
the conditions of Corporate Governance as stipulated in Listing Regulations for the year ended March 31, 2020.
3. I have examined the compliance of conditions of Corporate Governance by the Company for the period April 1, 2019 to March 31,
2020 as per the Listing Regulations. My responsibility is limited to examining the procedures and implementation thereof, adopted
by the Company for ensuring compliance with the conditions of the Corporate Governance for the period April 01, 2019 to March 31,
2020. It is neither an audit nor an expression of opinion on the financial statements of the Company.
Opinion
4. Based on my examination of the relevant records and according to the information and explanations provided to us and the
representations provided by the Management, I certify that the Company has complied with the conditions of Corporate Governance
as stipulated in Regulation 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C and D of Schedule V to the Listing Regulations
during the financial year ended March 31, 2020.
5. I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.
Restriction on use
6. The certificate is addressed and provided to the members of the Company solely for the purpose to enable the Company to comply
with the requirement of the Listing Regulations, and it should not be used by any other person or for any other purpose.
Anjali Yadav
Proprietor
Date: August 4, 2020 FCS No. 6628
Place: Noida CP No. 7257
UDIN: F006628B000547498 P/R: 629/2019
NOTE
The adverse impact of the global pandemic COVID-19 had resulted into restricted movement. Therefore, my basis of examination for issuing
Compliance Certificate on Corporate Governance for the financial year 2019-20 was based on the information/documents provided by the
Company in the electronic mode.
58
ANNUAL REPORT
2019-20
Annexure CG/4
Statutory Reports
Certificate of
Report
Non-Disqualification of Directors
Board’s
Certificatation
(Pursuant to Regulation 34(3) read with Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements)
Report
Regulations, 2015)
To
The Members,
Apollo Pipes Limited
(Formerly “Amulya Leasing and Finance Limited”)
37, Hargobind Enclave, Vikas Marg,
Delhi- 110092
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of APOLLO PIPES LIMITED
(FORMERLY “AMULYA LEASING AND FINANCE LIMITED”) having CIN L65999DL1985PLC022723 and having registered office at 37, Hargobind
Enclave, Vikas Marg, Delhi- 110092 (hereinafter referred to as ‘the Company’), produced before me electronically by the Company for the
purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10 (i) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status
at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify
that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2020 have been
debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India,
Ministry of Corporate Affairs or any such other Statutory Authority.
Sr. No. Name of the Director DIN Date of appointment in company
1 Sameer Gupta 00005209 05/01/2011
2 Saket Agarwal 00203084 30/03/2019
3 Sanjay Gupta 00233188 30/01/2018
4 Neeru Abrol 01279485 30/01/2018
5 Abhilash Lal 03203177 22/03/2020
6 Pradeep Kumar Jain 08063400 30/01/2018
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an assurance as to the
future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the
Company.
Anjali Yadav
Proprietor
Date: August 4, 2020 FCS No. 6628
Place: Noida CP No. 7257
UDIN: F006628B000547465 P/R: 629/2019
NOTE
The adverse impact of the global pandemic COVID-19 had resulted into restricted movement. Therefore, my basis of examination for issuing
Certificate of Non-Disqualification of Directors for the financial year 2019-20 was based on the information/documents provided by the Company
in the electronic mode.
59
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Annexure CG/5
DECLARATION REGARDING COMPLIANCE BY BOARD
MEMBERS AND SENIOR MANAGEMENT PERSONNEL
WITH THE CODE OF CONDUCT
To
The Members of
Apollo Pipes Limited
This is to confirm that the Board of Directors of the Company has laid down a Code of Conduct for its members and Senior
Management Personnel of the Company. The same has also been posted on the Company’s website. It is further confirmed that
all the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of
the Company for the financial year ended March 31, 2020 as envisaged in SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015.
For the purpose of this declaration, Senior Management Personnel means the members of the Management one level below the
Managing Director of the Company as on March 31, 2020.
60
ANNUAL REPORT
2019-20
Statutory Reports
REPORT ON
Report
CORPORATE SOCIAL RESPONSIBILITY
Board’s
Corporate
For The Financial Year 2019-20
Report
Social Responsibility
1. Overview of Company’s Corporate Social Responsibility Policy:
Since inception, the Company has always been keen to do something for the children. Hence, the Company is associated with
Imperial Education Trust (“Trust”) and run number of programmes which includes scholarship programme for meritorious students
who are socially backward and under-privileged.
The Company strongly believes that education implies:
“the entire process of social life by means of which individuals and social groups learn to develop consciously within, and for the
benefit of, the national and international communities, the whole of their personal capabilities, attitudes, aptitudes and knowledge.”
During the year under review, the Company proposed to spent a total Sum of C59,49,000 (Rupees Fifty Nine Lakh and Forty Nine
Thousand Only) towards CSR Activities, which is equal to the required 2% of the average Net Profit i.e. C59,49,000 (Rupees Fifty Nine
Lakh and Forty Nine Thousand Only).
The company has proposed to under take aforesaid activities through Imperial Education Trust (“Trust”) which is an organisation
which is committed to serve the mankind and provides academic and technical education. The famous Swami Vivekananda
College of Education, [Roorkee] is managed by this Trust. The main purpose of the trust is to carry out various objectives in terms of
development of education and help the nation & companies by trained and efficient teachers.
5. The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and
policy of the Company.
On behalf of the Board of Directors
Apollo pipes Limited
(Pradeep Kumar Jain) (Sameer Gupta)
Date: August 4, 2020 Chairman of CSR Committee Managing Director
Place: Noida DIN: 08063400 DIN: 00005209
61
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
To,
The Members,
Apollo Pipes Limited
(Formerly “Amulya Leasing and Finance Limited”)
37, Hargobind Enclave, Vikas Marg,
Delhi- 110092
I, Anjali Yadav, Proprietor of Anjali Yadav & Associates, Company Secretaries have conducted the secretarial audit of the compliance of
applicable statutory provisions and the adherence to good corporate practices by APOLLO PIPES LIMITED (FORMERLY “AMULYA LEASING
AND FINANCE LIMITED”)(CIN:L65999DL1985PLC022723) (hereinafter called “the Company”). Secretarial Audit was conducted in a manner
that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct
of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on
31st March, 2020 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial
year ended on March 31, 2020 according to the provisions of:
(i) The Companies Act, 2013 (as amended) (‘the Act’) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (as amended) and the Rules made thereunder;
(iii) The Depositories Act, 1996(as amended) and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011(as amended)
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018(as amended);
(d) The Securities and Exchange Board of India (Share Based Employees Benefits) Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;Not applicable to the
Company during the audit period
(f ) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares)
Regulations,2013 Not applicable to the Company during the audit period
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009(as amended):-Not applicable to the
Company during the audit period
62
ANNUAL REPORT
2019-20
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not applicable to the Company during
Statutory Reports
the audit period
(j) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018
Report
(k) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015(as amended)
(vi) I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the
Board’s
Company to monitor and ensure compliance with the applicable laws such as:-
Secretarial
(a) Factories Act, 1948
Report
(b) Environment (Protection) Act, 1986
Audit Report
(c) The Water (Prevention & Control of Pollution) Act, 1974
(d) Hazardous Wastes (Management, Handling & Transboundary Movement) Amendment Rules, 2013
(e) Air (Prevention & Control Pollution) Act, 198l
(f ) Employees Provident Fund and Miscellaneous Provisions Act, 1952
(g) Payment of Wages Act, 1936
(h) Payment of Gratuity Act, 1972
(i) Contract Labour (Regulation & Abolition) Act, 1970
(j) Industrial Disputes Act, 1947
(k) Minimum Wages Act, 1948
(l) Payment of Bonus Act, 1965
(m) Industrial Employment (Standing Orders) Act, 1946
(n) Trade Union Act, 1926
(o) Workmen Compensation Act, 1923
(p) Industries (Development & Regulation) Act, 195I
(q) Employees State Insurance Act, 1948
and all other Labour Laws, Rules and Regulations applicable to the company.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standard- 1 (Meetings of Board of Directors) issued by The Institute of Company Secretaries of India.
(ii) Secretarial Standard- 2 (General Meetings) issued by The Institute of Company Secretaries of India.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above.
63
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
1.
Mr. Ramesh Chandra Jindal resigned from the post of Independent Director w.e.f. December 24, 2019
2.
Mr. Abhilash Lal was appointed as an Additional Independent Director w.e.f. March 22, 2020
Adequate notices were given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance to all the Directors and a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
All decisions at the Board Meetings and Committee Meetings were carried out unanimously as recorded in the Minutes of the Board of
Directors or Committee of the Board, as the case may be.
I further report that, based on the review of the compliance reports and the certificates of the Company Executive taken on record by the
Board of Directors of the Company, in my opinion there are adequate systems and processes in the Company commensurate with the size
and operations of the Company to monitor and ensure compliances with applicable laws, rules, regulations and guidelines.
64
ANNUAL REPORT
2019-20
Statutory Reports
f. Amendment in Memorandum of Association.
g. Amendment in Articles of Association.
Report
7. During the period under review, the company has informed to the stock exchange that being a responsible corporate citizen,
the company had took various measures and safeguards for protecting its employees, workmen and their families from spread of
COVID-19 pandemic.
Board’s
Secretarial
This Report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this Report.
Report
For Anjali Yadav & Associates
Audit Report
Company Secretaries
Anjali Yadav
Proprietor
Date: August 4, 2020 FCS No. 6628
Place: Noida CP No. 7257
UDIN: F006628B000547487 P/R: 629/2019
NOTE
The adverse impact of the global pandemic COVID-19 had resulted into restricted movement. Therefore, my basis of examination for issuing
Secretarial Audit Report for the financial year 2019-20 was based on the information/documents provided by the Company in the electronic mode.
However, due to the unavoidable adverse circumstances the physical verification/ inspection of the certain specified documents/ policies cannot
be carried out and therefore, the Management declarations/ Departmental Declarations has been taken wherever required.
65
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Annexure A
To,
The Members,
Apollo Pipes Limited
(Formerly “Amulya Leasing and Finance Limited”)
37, Hargobind Enclave, Vikas Marg,
Delhi- 110092
Anjali Yadav
Proprietor
Date: August 4, 2020 FCS No. 6628
Place: Noida CP No. 7257
UDIN: F006628B000547487 P/R: 629/2019
66
ANNUAL REPORT
2019-20
Statutory Reports
Form No. MGT-9
Report
EXTRACT OF ANNUAL RETURN
As on the financial year ended on March 31, 2020
Board’s
ExtractReport
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) CATEGORY-WISE SHARE HOLDING:
No. of Shares held No. of Shares held %
Category of at the beginning of the year at the end of the year Change
Shareholders % of Total % of Total during
Demat Physical Total Demat Physical Total
Shares Shares the year
A. Promoters
1. Indian
a) Individual/ HUF 50,50,702 - 50,50,702 42.14 61,75,702 - 61,75,702 47.11 4.97
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. - - - - - - - - -
e) Banks / FI - - - - - - - - -
67
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
68
ANNUAL REPORT
2019-20
Statutory Reports
Shareholders at the beginning of the year at the end of the year Change
Demat Physical Total % of Total Demat Physical Total % of Total during
Shares Shares the year
Report
Total Public
Shareholding (B)=(B) 69,26,050 7650 69,33,700 57.86 69,26,050 7,650 69,33,700 52.89 -4.97
(1)+ (B)(2)
Board’s
ExtractReport
C. Shares held by
Custodian for GDRs & 0 0 0 0 0 0 0 0 0
69
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
70
ANNUAL REPORT
2019-20
Sl. Name of the Shareholder(s) Shareholding Percentage Date(s) Increase/ Reason Cumulative
Statutory Reports
No. at beginning/ (%) Decrease Shareholding
end of the year During the year
No. of %
Report
Shares
28-Jun-19 7,500 Purchase 5,71,007 4.36
05-Jul-19 6,822 Purchase 5,77,829 4.41
Board’s
ExtractReport
12-Jul-19 2,500 Purchase 5,80,329 4.43
26-Jul-19 10,000 Purchase 5,90,329 4.50
71
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Sl. Name of the Shareholder(s) Shareholding Percentage Date(s) Increase/ Reason Cumulative
No. at beginning/ (%) Decrease Shareholding
end of the year During the year
No. of %
Shares
6 MALABAR VALUE FUND 2,50,000 1.91 31-Mar-19
31-Mar-20 2,50,000 1.91
7 SANJEEV SINGHAL 1,30,000 0.99 31-Mar-19
31-Mar-20 80,000 Purchase 2,10,000 1.60
31-Mar-20 - - 2,10,000 1.60
8 SANJAY SINGHAL 1,30,000 0.99 31-Mar-19
31-Mar-20 1,30,000 0.99
9 VALLABH BHANSHALI 1,00,000 0.76 31-Mar-19
31-Mar-20 1,00,000 0.76
10 EVERFRESH ENTERPRISES LLP 50,000 0.38 31-Mar-19
05-Apr-19 50,000 Purchase 1,00,000 0.76
31-Mar-20 1,00,000 0.76
11 SURAJ BHANSHALI 1,00,000 0.76 31-Mar-19
31-Mar-20 1,00,000 0.76
CANARA HSBC ORIENTAL BANK OF
12 2,47,195 1.89 31-Mar-19
COMMERCE LIFE INSURANCE COMPANY
17-May-19 585 Purchase 2,47,780 1.89
07-Jun-19 1,214 Purchase 2,48,994 1.90
27-Sep-19 -1,40,000 Sell 1,08,994 0.83
04-Oct-19 -34 Sell 1,08,960 0.83
25-Oct-19 -2735 Sell 1,06,225 0.81
01-Nov-19 -5284 Sell 1,00,941 0.77
08-Nov-19 -1952 Sell 98,989 0.76
31-Mar-20 98,989 0.76
13 DHOOT INDUSTRIAL FINANCE LIMITED 70,000 0.53 31-Mar-19 70,000 0.53
31-Mar-20 70,000 0.53
14 VIKASH GUPTA 2,500 0.02 31-Mar-19
31-Mar-20 60,000 Purchase 62,500 0.48
31-Mar-20 62,500 0.48
15 SUNIL GOVIND NAIK 58,000 0.44 31-Mar-19
12-Apr-19 2,500 Purchase 60,500 0.46
31-May-19 1,469 Purchase 61,969 0.47
07-Jun-19 5,031 Purchase 67,000 0.51
14-Jun-19 2,000 Purchase 69,000 0.53
05-Jul-19 1,000 Purchase 70,000 0.53
12-Jul-19 2,000 Purchase 72,000 0.55
27-Sep-19 3,000 Purchase 75,000 0.57
06-Mar-20 -15,000 Sell 60,000 0.46
31-Mar-20 - 60,000 0.46
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ANNUAL REPORT
2019-20
Statutory Reports
Shareholding at the Cumulative Shareholding
S. Shareholding of each Directors and each Key beginning of the year during the Year
No. Managerial Personnel No. of % of total shares No. of % of total shares
Report
shares of the company shares of the company
A. Directors
1. Mr. Sameer Gupta
Board’s
ExtractReport
At the beginning of the year 16,03,778 13.38
11,25,000 27,28,778 20.81
73
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
S. Shareholding of each Directors and each Key Shareholding at the Cumulative Shareholding
No. Managerial Personnel beginning of the year during the Year
No. of % of total shares No. of % of total shares
shares of the company shares of the company
6 **Mr. Abhilash Lal
At the beginning of the year NIL N.A.
Increase / Decrease in Promoters Shareholding during the
year specifying the reasons for increase / decrease (e.g. NIL
allotment / transfer / bonus/ sweat equity etc):
At the end of the year NIL N.A.
*Sanjay Gupta HUF, Promoter holds 1,61,400 (1.23%) equity shares in the Company. Mr. Sanjay Gupta acts as Karta in Sanjay Gupta HUF.
**Mr. Abhilash Lal was appointed as Additional Director w.e.f. 22.03.2020.
Mr. Ramesh Chandra Jindal (DIN: 01377137)-Director (Non-Executive and Independent) has resigned from the Directorship on 24.12.2019.
B. Key Managerial Personnel
1. Mr. A.K. Jain , Chief Financial Officer
At the beginning of the year 600 0.00 600 0.00
Date wise Increase / Decrease in Promoters Shareholding
during the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc):
At the end of the year 600 0.00
2. Mr. Ankit Sharma, Company Secretary*
At the beginning of the year NIL N.A.
Date wise Increase / Decrease in Promoters Shareholding
during the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc):
At the end of the year NIL N.A.
*Mr. Ankit Sharma was appointed as Company Secretary of the company w.e.f. 12.08.2019 in place of Mr. Anand Kumar Pandey who
resigned from his office on 30.06.2019.
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ANNUAL REPORT
2019-20
v) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due
Statutory Reports
for payment: (C In Lakhs)
Secured Loans Unsecured Total
Deposits
Report
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year 6,246.34 4,978.13 - 11,224.47
i) Principal Amount 6,246.34 4,978.13 - 11,224.47
Board’s
ExtractReport
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
75
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
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Statutory Reports
Details of Penalty/
Authority
Section of the Brief Punishment/ Appeal made,
Type [RD/NCLT/
Companies Act Description Compounding fees if any (give Details)
Report
COURT]
imposed
A. COMPANY
Penalty NIL NIL NIL NIL NIL
Board’s
ExtractReport
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
(Sanjay Gupta)
Date: August 4, 2020 Chairperson
Place: Noida DIN: 00233188
77
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
(1) The ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company for the
financial year 2019-20: The ratio of remuneration of Mr. Sameer Gupta, Managing Director, to the median remuneration of the
employees is 72.38:1.
Note: Non Executive Independent Directors were only paid sitting fees, therefore median calculation is not given.
(2) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year
2019-20. The percentage increase in remuneration of:
Mr. Sameer Gupta, Managing Director is NIL,
Mr. Ajay Kumar Jain, Chief Financial Officer is NIL
*Mr. Anand Kumar Pandey, former Company Secretary is NIL.
*Mr. Ankit Sharma, Company Secretary is NIL
*Mr. Ankit Sharma was appointed w.e.f. 12.08.2019 in place of Mr. Anand Kumar Pandey who had resigned his office on 30.06.2019.
(3) In the financial year, there was a decrease of 11.35% in the median remuneration of employees.
(4) There were 541 permanent employees on the rolls of the Company as on March 31, 2020.
(5) Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year 2019-20 NIL
whereas the average percentile increase in the managerial remuneration for the same financial year was NIL.
(6) We affirm that the remuneration paid in financial year 2019-20 is as per the Remuneration Policy for Directors, Key Managerial
Personnel and Senior Management of the Company.
(Sanjay Gupta)
Date: August 4, 2020 Chairperson
Place: Noida DIN: 00233188
78
ANNUAL REPORT
2019-20
Statutory Reports
DISCLOSURE PURSUANT TO SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF
THE COMPANIES (ACCOUNTS) RULES, 2014 (CHAPTER IX) FOR CONVERSATION OF ENERGY, TECHNOLOGY
Report
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Board’s
Annexure
The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows:
Report
A. CONSERVATION OF ENERGY
to Directors Report
(i) Steps taken or impact on conservation of energy:
• To know the energy utilization, the Company has installed the meters on each machine at every mills, to record the energy
requirement, basis of which company has analysed, through the use of various equipment, the percentage of wastage of
electricity by the machines and whether to replace or using them in any other manner.
• Cost Saving and Energy conservation are the key focus for company and always work towards for same and continue to
work in time to come also. Company is very keen to optimize energy cost wherever possible and to further optimize energy
consumption and opportunities for energy saving. During the year under review, following steps have been taken by the
Company for conservation of energy:
(a) The Company has installed rooftop solar plant at its manufacturing unit at Dadri, Uttar Pradesh, with a total capacity of 1.2
MW. With a strong focus on environment friendly solutions and impetus on corporate social responsibility, the Company
in due course will also evaluate opportunities to install rooftop solar plants at its other existing and upcoming facilities
in Ahmedabad and Bengaluru, respectively. The solar power installation reinstates APL’s commitment towards building
a clean energy plant, which will not only result in significant operational cost-savings for the Company, but will also help
improve the green energy footprint.
(b) The Company has organized various awareness programmes for the Shop-floor manpower regarding optimum utilization
of energy during manufacturing process.
(c) Automatic Power factor controller and regular health check of capacitor is being carried out to maintain power factor.
(d) Optimum air circulations in production and raw material storage areas have been maintained to evacuate excess heat.
(e) Steps have also been taken for proper maintenance and covers for controlling surface heat loss during extrusion process.
(f ) Complete in-house set-up for re-use of Polymer Waste ensuring nil environmental pollution
(ii) Solar energy has now proved to be very beneficial, not only for the environment but also financially as an alternate
source of energy. The technology has been improved considerably, turning into a very efficient source of clean energy:
• Reduce energy loss
• Reduce electricity bills by decreasing the Energy Rate.
• Minimum breakdowns
• Low maintenance cost
• Diverse purpose
(iii) The capital investment on energy conservation equipment: For installing 1.2MW of Solar Panel Company invested I4.76
Crores.
B. TECHNOLOGY ABSORPTION
(i) The company has successfully implemented core SAP (Systems Applications and Products) system at enabling it to have a single
integrated system that provides real-time view of the whole organisation.
(ii) The efforts made towards technology absorption:
The Company continues to lay emphasis on development and innovation of in-house technological and technical skills. Constant
efforts are being made to upgrade the existing standards and to keep pace with the advances in technological innovations.
(iii) The benefits derived like product improvement, cost reduction, product development, or import substitution:
79
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
The above said efforts have contributed towards improvement in the existing products, thus enabling the Company to cater to
the needs of diverse industrial applications.
(iv) Information regarding Imported Technology: NIL
The capital investment on implementation of core Sap (Systems Applications and Products) system amounted to C1.22 Crores.
The Company will continue with its activities in the field of Research and Development to further improve the quality of its products
and with a view to introduce new and innovative products.
(Sanjay Gupta)
Date: August 4, 2020 Chairperson
Place: Noida DIN: 00233188
80
ANNUAL REPORT
2019-20
Financial
Statements
81
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Independent Auditors’
Report
To the Members of
Apollo Pipes Limited
(Formerly known as “Amulya Leasing & Financing Limited”)
REPORT ON THE FINANCIAL STATEMENTS financial statements under the provisions of the Companies Act,
2013 and the Rules thereunder, and we have fulfilled our other
Opinion ethical responsibilities in accordance with these requirements and
We have audited the financial statements of APOLLO PIPES the Code of Ethics. We believe that the audit evidence we have
LIMITED (“the Company”), which comprise the balance sheet as obtained is sufficient and appropriate to provide a basis for our
at March 31, 2020, and the statement of Profit and Loss, statement opinion.
of changes in equity and statement of cash flows for the year then
ended, and notes to the financial statements, including a summary Emphasis of Matter
of significant accounting policies and other explanatory information. We draw your attention to Note 41 to the financial statements which
explains the uncertainties and the management’s assessment of
In our opinion and to the best of our information and according
the financial impact due to the lock-downs and other restrictions
to the explanations given to us, the aforesaid financial statements
and conditions related to the COVID -19 pandemic situation, for
give the information required by the Act in the manner so required
which a definitive assessment of the impact in the subsequent
and give a true and fair view in conformity with the accounting
period is highly dependent upon circumstances as they evolve.
principles generally accepted in India, of the state of affairs of the
Our opinion is not modified in respect of this matter.
Company as at March 31, 2020, and profits, changes in equity and
its cash flows for the year ended on that date. Key Audit Matters
Key audit matters are those matters that, in our professional
Basis for Opinion
judgment, were of most significance in our audit of the financial
We conducted our audit in accordance with the Standards on statements of the current period. These matters were addressed in
Auditing (SAs) specified under section 143(10) of the Companies the context of our audit of the financial statements as a whole, and
Act, 2013. Our responsibilities under those Standards are further in forming our opinion thereon, and we do not provide a separate
described in the Auditor’s Responsibilities for the Audit of the opinion on these matters. We have determined the matters
Financial Statements section of our report. We are independent described below to be the key audit matters to be communicated
of the Company in accordance with the Code of Ethics issued in our report.
by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the
82
ANNUAL REPORT
2019-20
Financial Statements
The lease liabilities are initially measured by discounting • Upon transition as at April 1, 2019:
future lease payments during the lease terms as per contract/ - Evaluated the method of transition and related adjustments
arrangement. Adoption of the standard involves significant
- Tested completeness of the lease data by reconciling the
judgements including determination of the discount rates and the
company’s lease commitments to data used in computing
lease term.
ROU Asset and the lease liabilities.
Additionally, the standard mandates detailed disclosures in respect
• Assessed the key terms and conditions of each lease and the key
of transition.
estimates such as discount rates and the lease term.
Refer Note 32 to the financial statements.
• Evaluated computation of lease liabilities and challenged the
key estimates such as discount rates and the lease term.
• Assessed and tested the presentation and disclosures relating to
Ind AS 116 including, disclosures relating to transition.
2. Related Party Transactions Our audit procedures on related party transactions included:
The Company has entered into several transactions with related • Assessed the key controls to identify and disclose related party
parties during the year 2019-20.We identified related party relationships and transactions in accordance with the relevant
transactions as a key audit matter because of risks with respect accounting standard.
to completeness of disclosures made in the financial statements • Assessed compliances with the listing regulations and the
including recoverability thereof; compliance with statutory regulations under Companies Act,2013 including checking
regulations governing related party relationships such as the of approvals/scrutiny as specified in Sections 177 and 188
Companies Act,2013 and SEBI Regulations and the judgement of the Companies Act,2013 with respect to the related party
involved in assessing whether transactions with related parties are transactions.
undertaken at arms’ length.
• Considered the adequacy and appropriateness of the
Refer Note 39 to the financial statements. disclosures in the financial statements, including recoverability
thereof, relating to the related party transactions.
• Inspected relevant ledgers, agreements and other information
that may indicate the existence of related party relationships
or transactions. Further, we also tested completeness of related
parties with reference to the various registers maintained by the
company statutorily.
• On a sample basis, tested Company’s assessment of related
party transactions for arms’ length pricing.
3. Provisions and contingent liabilities in relation to tax We have involved our tax experts to gain an understanding of
positions the current status of the tax cases and monitored changes in the
Company has received outstanding demands and show cause disputes by reading external opinions received by the company if
notices from various tax authorities. any, where relevant to establish that the tax provisions had been
appropriately adjusted to reflect the latest external developments.
The Management have made judgements relating to the likelihood
of an obligation arising and whether there is a need to recognize a For Legal, regulatory and tax matters our procedures included the
provision or disclose a contingent liability. We therefore focused on following:
this area as a result of uncertainty and potential material impact. • Testing key controls surrounding litigation, regulatory and tax
Refer Note 37 to the financial statements. procedures.
• Performing substantive procedures on the underlying
calculations supporting the provisions recorded.
• Where relevant, reading external legal opinions obtained by the
management
• Discussing open matters with the litigation, regulator, general
counsel and tax teams
• Assessing management’s conclusions through understanding
precedents set in similar cases.
Based on the evidence obtained, while noting the inherent
uncertainty with such legal, regulatory and tax matters, we
determined the level of provisioning and disclosure of contingent
liabilities as at March 31, 2020 to be appropriate.
83
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Information other than the Financial Statements Auditor’s Responsibilities for the Audit of the
and Auditor’s Report thereon Financial Statements
The Company’s Board of Directors is responsible for the preparation Our objectives are to obtain reasonable assurance about whether
of the other information. The other information comprises the the financial statements as a whole are free from material
information included in the Management Discussion and Analysis, misstatement, whether due to fraud or error, and to issue an
Board’s Report including Annexures to Board’s Report, Business auditor’s report that includes our opinion. Reasonable assurance
Responsibility Report, Corporate Governance and Shareholder’s is a high level of assurance, but is not a guarantee that an audit
Information, but does not include the financial statements and our conducted in accordance with SAs will always detect a material
auditor’s report thereon. misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
Our opinion on the financial statements does not cover the
they could reasonably be expected to influence the economic
other information and we will not express any form of assurance
decisions of users taken on the basis of these financial statements.
conclusion thereon.
In connection with our audit of the financial statements, our As part of an audit in accordance with SAs, we exercise professional
responsibility is to read the other information identified above judgement and maintain professional skepticism throughout the
when it becomes available and, in doing so, consider whether audit. We also:
the other information is materially inconsistent with the financial • Identify and assess the risks of material misstatement of the
statements or our knowledge obtained in the audit, or otherwise financial statements, whether due to fraud or error, design and
appears to be materially misstated. perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis
If, based on the work we have performed, we conclude that there is
for our opinion. The risk of not detecting a material misstatement
a material misstatement of this other information. We are required
resulting from fraud is higher than for one resulting from error,
to report the fact. We have nothing to report in this regard.
as fraud may involve collusion, forgery, intentional omissions,
Management’s Responsibility for the Financial misrepresentations, or the override of internal control.
Statements • Obtain an understanding of internal financial controls relevant to
The Company’s Board of Directors is responsible for the matters the audit in order to design audit procedures that are appropriate
stated in section 134(5) of the Companies Act, 2013 (“the Act”) with in the circumstances. Under section 143(3)(i) of the Act, we are
respect to the preparation of these financial statements that give also responsible for expressing our opinion on whether the
a true and fair view of the financial position, financial performance, Company has adequate financial controls system in place and
changes in equity and cash flows of the Company in accordance the operating effectiveness of such controls.
with the accounting principles generally accepted in India, • Evaluate the appropriateness of accounting policies used
including the accounting Standards specified under section 133 of and the reasonableness of accounting estimates and related
the Act. This responsibility also includes maintenance of adequate disclosures made by management.
accounting records in accordance with the provisions of the Act for • Conclude on the appropriateness of management’s use of the
safeguarding of the assets of the Company and for preventing and going concern basis of accounting and, based on the audit
detecting frauds and other irregularities; selection and application evidence obtained, whether a material uncertainty exists
of appropriate implementation and maintenance of accounting related to events or conditions that may cast significant doubt
policies; making judgments and estimates that are reasonable on the company’s ability to continue as a going concern. If we
and prudent; and design, implementation and maintenance of conclude that a material uncertainty exists, we are required to
adequate internal financial controls, that were operating effectively draw attention in our auditor’s report to the related disclosures
for ensuring the accuracy and completeness of the accounting in the financial statements or, if such disclosures are inadequate,
records, relevant to the preparation and presentation of the to modify our opinion. Our conclusions are based on the
financial statement that give a true and fair view and are free from audit evidence obtained up to the date of our auditor’s report.
material misstatement, whether due to fraud or error. However, future events or conditions may cause the company to
In preparing the financial statements, management is responsible cease to continue as a going concern.
for assessing the Company’s ability to continue as a going concern, • Evaluate the overall presentation, structure and content of the
disclosing, as applicable, matters related to going concern and using financial statements, including the disclosures, and whether the
the going concern basis of accounting unless management either financial statements represent the underlying transactions and
intends to liquidate the Company or to cease operations, or has events in a manner that achieves fair presentation.
no realistic alternative but to do so. That Board of Directors’ are also Materiality is the magnitude of misstatements in the financial
responsible for overseeing the Company’s financial reporting process. statements that, individually or in aggregate, makes it probable
84
ANNUAL REPORT
2019-20
that the economic decisions of a reasonable knowledgeable d) In our opinion, the aforesaid financial statements comply with
Financial Statements
under of the financial statements may be influences. We consider the Accounting Standards specified under Section 133 of the
quantitative materiality and qualitative factors in (i) planning the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
scope of our audit work and in evaluating the results of our work; e) On the basis of the written representations received from the
and (ii) to evaluate the effect of any identified misstatements in the directors as on March 31, 2020 taken on record by the Board of
financial statements. Directors, none of the directors is disqualified as on March 31,
2020 from being appointed as a director in terms of Section
We communicate with those charged with governance regarding,
164 (2) of the Act.
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies f ) With respect to the adequacy of the internal financial controls
in internal control that we identify during our audit. over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in
We also provide those charged with governance with a statement “Annexure B”.
that we have complied with relevant ethical requirements regarding g) With respect to the other matters to be included in the Auditor’s
independence, and to communicate with them all relationships Report in accordance with the requirements of section 197(16)
and other matters that may reasonably be thought to bear on our of the Act, as amended:
independence, and where applicable, related safeguards.
In our opinion and to the best of our information and according
From the matters communicated with those charged with to the explanations given to us, the remuneration paid by the
governance, we determine those matters that were of most Company to its directors during the year is in accordance with
significance in the audit of the financial statements of the current the provisions of section 197 of the Act.
period and are therefore the key audit matters. We describe these h) With respect to the other matters to be included in the
matters in our auditor’s report unless law or regulation precludes Auditor’s Report in accordance with Rule 11 of the Companies
public disclosure about the matter or when, in extremely rare (Audit and Auditors) Rules, 2014, in our opinion and to the best
circumstances, we determine that a matter should not be of our information and according to the explanations given to
communicated in our report because the adverse consequences us:
of doing so would be reasonably be expected to outweigh the i. The Company has disclosed the impact of pending
public interest benefits of such communication. litigations on its financial position in its financial statements.
Report on Other Legal and Regulatory ii. The Company has made provision, as required under
Requirements the applicable law or accounting standards, for material
1. As required by the Companies (Auditor’s Report) Order, 2016 foreseeable losses, if any, on long-term contracts including
(“the Order”), issued by the Central Government of India in derivative contracts.
terms of sub-section (11) of section 143 of the Companies iii. The Company is not required to transfer any amount to the
Act, 2013, we give in “Annexure A” a statement on the matters Investor Education and Protection Fund.
specified in paragraphs 3 and 4 of the Order, to the extent
For VAPS & Company
applicable.
Chartered Accountants
2. As required by Section 143(3) of the Act, we report that:
ICAI Firm Registration Number: 003612N
a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief Place: Delhi Praveen Kumar Jain
were necessary for the purposes of our audit. Date: May 2, 2020 Partner
UDIN: 20082515AAAABZ9595 Membership Number: 082515
b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from our
examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including
other comprehensive income, Statement of Changes in Equity
and the statement of Cash Flow dealt with by this Report are in
agreement with the books of account.
85
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
i. (a) The company is maintaining proper records showing full v. The Company has not accepted any deposits from the public
particulars including quantitative details and situation of within the meaning of Sections 73, 74, 75 and 76 of the Act and
fixed assets. the Rules framed there under to the extent notified.
(b) The company has a program of verification to cover all vi. Pursuant to the rules made by the Central Government of India,
the items of fixed assets in a phased manner which, in the company is required to maintain cost records as specified
our opinion, is reasonable having regard to the size of under Section 148(1) of the Act in respect of its products.
the Company and the nature of its assets. Pursuant to We have broadly reviewed the same, and are of the opinion
the programme, certain fixed assets have been physically that, prima facie, the prescribed accounts and records have
verified by the management during the year and no been made and maintained. We have not made a detailed
material discrepancies were noticed on such physical examination of the records with a view to determine whether
verification. they are accurate or complete.
(c) The title deeds of immovable properties, as disclosed in vii. (a) The Company has generally been regular in depositing
Note 5 on fixed assets to the Ind AS financial statements, undisputed statutory dues, including Provident Fund,
are held in the name of the Company. Employees’ State Insurance, Income-tax, Sales Tax, Service
ii. According to the information available to us that physical Tax, Goods and Service Tax, Customs Duty, Excise Duty,
verification of inventory has been conducted at reasonable Value Added Tax, cess and other material statutory dues
intervals by the management and no material discrepancies applicable to it to the appropriate authorities.
is noticed on physical verification between the physical stocks (b) There were no undisputed amounts payable in respect of
and the book records. Provident Fund, Employees’ State Insurance, Income-tax,
iii. The Company has not granted any loans, secured or unsecured, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value
to companies, firms, Limited Liability Partnerships or other Added Tax, Goods and Service Tax, cess and other material
parties covered in the register maintained under Section 189 statutory dues in arrears as at March 31, 2020 for a period
of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) of more than six months from the date they became
and (iii)(c) of the said Order are not applicable to the Company. payable.
iv. In our opinion, and according to the information and (c) The particulars of dues of Income Tax, Sales Tax, Service
explanations given to us, the Company has complied with the Tax, Customs Duty, Excise Duty and Value Added Tax as
provisions of Section 185 and 186 of the Companies Act, 2013 at March 31, 2020 which have not been deposited on
in respect of the loans and investments made, and guarantees account of dispute, are as follows:
and security provided by it.
86
ANNUAL REPORT
2019-20
Financial Statements
Statute which dues Dispute is Pending
Related for Decision
Central Excise Act, Refund to be granted in cash not through 1,35,147 January-05 to Commissioner (Appeals)
1944 CENVAT credit in GST Regime March 07 Central Excise, NOIDA
UPVAT Act, 2008 RITC on Purchase of DEPB 11,70,505 April-13 to Commercial Tax Tribunal,
March-14 Ghaziabad
UPVAT Act, 2008 Regular Assessment Ex-parte order passed 2,47,81,037 April-15 to Commercial Tax Tribunal,
March-16 Ghaziabad
UPVAT Act, 2008 Regular Assessment Ex-parte order passed 4,21,65,399 April-16 to Commercial Tax Tribunal,
March-17 Ghaziabad
viii. According to the records of the Company examined by us and the Act. The details of such related party transactions have
the information and explanation given to us, the company has been disclosed in the Ind AS Financial Statements as required
not defaulted in repayment of loans or borrowings to any bank. under Indian Accounting Standard (Ind AS) 24, Related Party
Further, there were no dues payable to financial institution or Disclosures specified under Section 133 of the Act, read with
Government or debenture holders as at Balance Sheet date. Rule 4 of the Companies (Indian Accounting Standards) Rules,
ix. The Company has not raised any moneys by way of initial public 2015 (as amended).
offer or further public offer (including debt instruments).In our xiv. According to the information and explanations given to us
opinion and according to the information and explanations and as per our verification of the records of the company, the
given to us, money raised by way of term loans have been company has made a preferential allotment of 11,25,000 Equity
applied by the company during the year for the purposes for Shares each at a premium of H580/- per share to the person
which they were raised. belong to Promoter’s Category and the proceeds of the same
x. During the course of our examination of the books and records have been utilized for the purpose for which it has been raised.
of the Company, carried out in accordance with the generally xv. The Company has not entered into any non-cash transactions
accepted auditing practices in India, and according to the with its Directors or persons connected with him. Accordingly,
information and explanations given to us, we have neither the provisions of Clause 3(xv) of the Order are not applicable to
come across any instance of material fraud by the Company the Company
or on the Company by its officers or employees, noticed or xvi. The Company is not required to be registered under Section
reported during the year, nor have we been informed of any 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the
such case by the Management. The Company has not given provisions of Clause 3(xvi) of the Order are not applicable to the
any guarantee for loans taken by others from bank or financial Company.
institutions.
For VAPS & Company
xi. The Company has paid/ provided for managerial remuneration Chartered Accountants
during the year in accordance with the provisions of Section ICAI Firm Registration Number: 003612N
197 read with Schedule V to the Act.
xii. As the Company is not a Nidhi Company and the Nidhi Place: Delhi Praveen Kumar Jain
Rules,2014 are not applicable to it, the provisions of Clause Date: May 2, 2020 Partner
3(xii) of the Order are not applicable to the Company. Membership Number: 082515
xiii. The Company has entered into transactions with related parties
in compliance with the provisions of Section 177 and 188 of
87
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
REPORT ON THE INTERNAL FINANCIAL CONTROLS obtaining an understanding of internal financial controls over
OVER FINANCIAL REPORTING UNDER CLAUSE financial reporting, assessing the risk that a material weakness
(I) OF SUB- SECTION 3 OF SECTION 143 OF THE exists, and testing and evaluating the design and operating
COMPANIES ACT, 2013 (“THE ACT”) effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgement, including
We have audited the internal financial controls over financial the assessment of the risks of material misstatement of the financial
reporting of APOLLO PIPES LIMITED (“the Company”) as of March statements, whether due to fraud or error.
31, 2020 in conjunction with our audit of the financial statements
of the Company for the year ended on that date. We believe that the audit evidence obtained by us are sufficient
and appropriate to provide a basis for our audit opinion on
Management’s Responsibility for Internal Financial the Company’s internal financial controls system over financial
Controls reporting.
The Board of Directors of the Company is responsible for
establishing and maintaining internal financial controls based on Meaning of Internal Financial Controls Over
the internal control over financial reporting criteria established by Financial Reporting
the Company considering the essential components of internal A company’s internal financial control over financial reporting is a
control stated in the Guidance Note on Audit of Internal Financial process designed to provide reasonable assurance regarding the
Controls Over Financial Reporting issued by the Institute of reliability of financial reporting and the preparation of financial
Chartered Accountants of India. These responsibilities include the statements for external purposes in accordance with generally
design, implementation and maintenance of adequate internal accepted accounting principles. A company’s internal financial
financial controls that were operating effectively for ensuring the control over financial reporting includes those policies and
orderly and efficient conduct of its business, the safeguarding of procedures that:
its assets, the prevention and detection of frauds and errors, the (1) pertain to the maintenance of records that, in reasonable detail,
accuracy and completeness of the accounting records, and the accurately and fairly reflect the transactions and dispositions of
timely preparation of reliable financial information, as required the assets of the company;
under the Companies Act, 2013. (2) provide reasonable assurance that transactions are recorded
Auditor’s Responsibility as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles,
Our responsibility is to express an opinion on the internal financial
and that receipts and expenditures of the company are being
controls over financial reporting of the Company based on our audit.
made only in accordance with authorizations of management
We conducted our audit in accordance with the Guidance Note on
and directors of the company; and
Audit of Internal Financial Controls Over Financial Reporting (the
“Guidance Note”) issued by the Institute of Chartered Accountants (3) provide reasonable assurance regarding prevention or timely
of India and the Standards on Auditing prescribed under Section detection of unauthorized acquisition, use, or disposition of
143(10) of the Companies Act, 2013, to the extent applicable to the company’s assets that could have a material effect on the
an audit of internal financial controls. Those Standards and the financial statements.
Guidance Note require that we comply with ethical requirements Limitations of Internal Financial Controls Over
and plan and perform the audit to obtain reasonable assurance Financial Reporting
about whether adequate internal financial controls over financial
Because of the inherent limitations of internal financial controls over
reporting was established and maintained and if such controls
financial reporting, including the possibility of collusion or improper
operated effectively in all material respects.
management override of controls, material misstatements due to
Our audit involves performing procedures to obtain audit evidence error or fraud may occur and not be detected. Also, projections
about the adequacy of the internal financial controls system over of any evaluation of the internal financial controls over financial
financial reporting and their operating effectiveness. Our audit reporting to future periods are subject to the risk that the internal
of internal financial controls over financial reporting included financial control over financial reporting may be come in adequate
88
ANNUAL REPORT
2019-20
because of changes in conditions, or that the degree of compliance control stated in the Guidance Note on Audit of Internal Financial
Financial Statements
with the policies or procedures may deteriorate. Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India.
Opinion
In our opinion, to the best of our information and according to the For VAPS & Company
explanations given to us, the Company has, in all material respects, Chartered Accountants
an adequate internal financial controls system over financial ICAI Firm Registration Number: 003612N
reporting and such internal financial controls over financial
Place: Delhi Praveen Kumar Jain
reporting were operating effectively as at March 31, 2020, based
Date: May 2, 2020 Partner
on the internal control over financial reporting criteria established
Membership Number: 082515
by the Company considering the essential components of internal
89
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
The above balance sheet should be read in conjunction with the accompanying notes
This is the balance sheet referred to in our report of even date
90
ANNUAL REPORT
2019-20
Statement of Profit & Loss for the period ended March 31, 2020
Financial Statements
(Amount in H lakh)
For the Year ended For the Year ended
Particulars Notes
March 31, 2020 March 31, 2019
Revenue from Operations 22 40,795.81 36,184.27
Other Income 23 1,013.27 1,208.86
Total Income 41,809.08 37,393.13
EXPENSES:
Cost of materials consumed 24 29,741.17 26,774.40
Purchase of Stock-in-Trade 479.91 494.09
Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 25 (1,342.16) (1,022.43)
Employee Benefit Expense 26 2,639.33 2,069.51
Financial Costs 27 606.76 594.25
Depreciation and Amortization Expense 28 1,269.98 969.30
Other Expenses 29 4,642.42 3,953.15
Total Expenses 38,037.41 33,832.27
Profit before exceptional items & Tax 3,771.67 3,560.86
Less: Exceptional Items 168.03
Profit/(Loss) before Tax 3,771.67 3,392.83
Tax Expenses: 30
-Current tax 993.77 888.94
-Deferred tax (58.56) 110.79
-Prior Period Tax Adjustments (16.12) -
919.09 999.73
Profit/(Loss) for the period 2,852.58 2,393.10
Other Comprehensive Income (after tax) (2.57) (0.30)
Total Comprehensive Income/(Loss) 2,850.01 2,392.80
Earning per equity share of H10 each 31
Basic 21.76 20.82
Diluted 19.71 17.12
The above Statement of Profit & Loss should be read in conjunction with the accompanying notes
This is the Statement of Profit & Loss referred to in our report of even date
91
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Statement of Cash Flows for the year ended March 31,2020 (Amount in H lakh)
Year ended Year ended
Particulars
March 31, 2020 March 31, 2019
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit before exceptional item and tax 3,787.77 3,560.10
Adjustments For
Loss by Fire - (168.03)
Loss/(Gain) on Financial Assets measured at FVTPL (0.76) 6.45
Depreciation and amortization expense 1,269.98 969.30
Finance Cost 606.43 594.25
Finance Cost on account of Lease 0.33 -
Prior Period Item - (1.97)
Profit on sale of Property, Plant and equipment (5.10) (5.67)
Profit on sale of Investment - (6.02)
Interest Income on FD with banks (1,007.90) (1,147.07)
Operating Profit before working capital changes 4,650.75 3,801.34
Adjustment for Working Capital Changes
Decrease/(Increase) in Trade receivables (2,360.81) 275.60
Decrease/(Increase) in other receivables (890.49) 515.62
Decrease/(Increase) in inventories (3,017.58) (792.40)
(Decrease )Increase in Provisions 42.88 32.27
(Decrease )Increase in Trade and other payables 3,608.68 (183.36)
Cash generated from Operations 2,033.43 3,649.07
Taxes paid (790.09) (1,070.95)
Net Cash flow from operating activities 1,243.34 2,578.12
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant and equipment (4,062.59) (3,375.97)
Investments in Capital WIP (1,871.25) (1,174.49)
Sale of Fixed Assets 17.85 79.38
Sale of Investment - 22.43
Operating Lease Prepayments (11.79) (903.50)
Purchase of Investments - -
Dividend received - -
Interest received 720.38 970.73
Net cash flow from investing Activities (5,207.40) (4,381.42)
C. CASH FLOW FROM FINANCING ACTIVITIES
Repayment of Long term Borrowings (Secured) (2,217.25) (12,609.02)
Proceeds from Non Current Borrowings 5.60
Interest paid (589.10) (574.00)
Proceeds from Issue of Share Capital 4,978.13 5,598.32
Proceeds from Issue of Share Warrant - 3,665.38
Dividend paid (131.09)
Dividend Distribution Tax Paid (26.96)
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ANNUAL REPORT
2019-20
Financial Statements
(Amount in H lakh)
Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Payment on account of Lease Liability (0.42)
Net Cash from financing Activities 2,018.91 (3,919.32)
NET INCREASE /(DECREASE) IN CASH AND CASH EQUIVALENT (1,945.15) (5,722.62)
Opening balance of Cash & Cash equivalents 14,744.12 20,466.74
Closing balance of Cash & cash equivalent 12,798.97 14,744.12
Cash and cash Equivalents comprises
Cash in Hand 1.87 2.44
Balance with Scheduled Banks
-In current Accounts 0.87 3.66
-Earmarked Balances with Bank 0.61
-In Other Fixed Deposit Accounts 12,790.19 14,733.33
-In Fixed Deposit Accounts as Margin Money 5.43 4.69
Total Cash and Cash Equivalents 12,798.97 14,744.12
i) The above Cash Flow Statement has been prepared under the ‘ Indirect Method’ as set out in Indian Accounting Standard 7, “Statement
of Cash flows”.
ii) Figures in Bracket indicate cash outgo.
iii) The figures for the previous year have been regrouped in order to make them comparable with the current year figures.
93
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Particulars Amount
B. Other Equity
Other Amount
Particulars Reserves and Surplus Total
Comprehensive Income
Received
Securities Equity Remeasurement Against
General Retained Share
Premium Instruments of defined
Reserve# Earnings
Reserve^ through OCI benefit Plan Warrant*
Balance as at April 1,2018 11.54 4,204.53 6,027.27 2.82 (2.51) - 10,243.65
Prior Period Adjustments - (20.22) - - - - (20.22)
Net Balance as at April 1,2018 11.54 4,184.31 6,027.27 2.82 (2.51) - 10,223.43
Profit for the year - 2,393.10 - - - - 2,393.10
Other comprehensive income for the
- - - 3.55 (3.85) - (0.30)
year, net of income tax
Issue of Equity Share (net of Transaction
- - 5,503.32 - - - 5,503.32
Cost)
Prior Period Adjustments - (1.91) - - - - (1.91)
Amount received against Share Warrant - - - - - 3,665.38 3,665.38
Balance as at Mar 31,2019 11.54 6,575.50 11,530.59 6.37 (6.36) 3,665.38 21,783.02
Balance as at April 1,2019 11.54 6,575.50 11,530.59 6.37 (6.36) 3,665.38 21,783.02
Prior Period Adjustments - - - - - - -
Net Balance as at April 1,2019 11.54 6,575.50 11,530.59 6.37 (6.36) 3,665.38 21,783.02
Profit for the year - 2,852.58 - - - - 2,852.58
Other comprehensive income for the
- - - - (2.57) - (2.57)
year, net of income tax
Issue of Equity Share (net of Transaction
- - 6,525.00 - - (1,659.38) 4,865.62
Cost)
Final Dividend Including Dividend Tax - (158.05) - - - - (158.05)
Balance as at Mar 31,2020 11.54 9,270.03 18,055.59 6.37 (8.93) 2,006.00 29,340.60
Notes :
# General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General Reserve is created by the
transfer from one component of equity to another and is not an item of other comprehensive income; items included in the General Reserve will not be
reclassified subsequently to profit or loss.
^ Securities Premium Reserve is used to record the premium on issue of shares. This is utilized in accordance with the provisions of the Companies Act,
2013.
The above Statement of Changes in Equity should be read in conjunction with the accompanying notes
This is the Statement of Changes in Equity referred to in our report of even date
94
ANNUAL REPORT
2019-20
Financial Statements
1. Corporate Information • Certain financial assets and liabilities which are measured
Apollo Pipes Limited (formerly known as Amulya Leasing at fair value / amortized cost
and Finance Limited) incorporated on December 9, 1985 • Defined Benefit Plans- plan assets measured at fair value
is engaged in the manufacturing and trading of PVC Pipes iii) Current v/s Non Current Classification
and Fittings. The Company is a public company listed on BSE The Company presents assets and liabilities in the balance
Limited (BSE) and National Stock Exchange of India Limited sheet based on current/ non-current classification. An asset
(NSE) w.e.f November 11, 2019. The registered office of the is classified as current when it is:
Company is in New Delhi. • Expected to be realized or intended to sold or consumed
The financial statements for the year ended March 31, 2020 in normal operating cycle
were approved by the Board of Directors and authorized for • Held primarily for the purpose of trading
issue on May 02, 2020. • Expected to be realized within twelve months after the
reporting period, or
2. Significant Accounting Policies • Cash or cash equivalent unless restricted from being
This note provides a list of significant accounting policies exchanged or used to settle a liability for at least twelve
adopted in the presentation of these financial statements. months after the reporting period.
These policies have been consistently applied to all the years
presented, unless otherwise stated. All other assets are classified as non-current.
A liability is current when:
2.1 Basis of Preparation
• It is expected to be settled in normal operating cycle
(i) Compliance with Ind AS • It is held primarily for the purpose of trading
The Financial statements (FS) of the company have been • It is due to be settled within twelve months after the
prepared in accordance with Indian Accounting Standards reporting period, or
(Ind AS) notified under Section 133 of the Companies Act, • There is no unconditional right to defer the settlement of
2013 (‘ the Act’) [Companies (Indian Accounting Standards)
the liability for at least twelve months after the reporting
Rules, 2015, as amended by notification dated March 31,
period
2016] and other provisions of the Act.
Effective April 1, 2016, the Company has adopted all the Ind The Company classifies all other liabilities as non-current.
AS standards and the adoption was carried out in accordance Deferred tax assets and liabilities are classified as non-current
with Ind AS 101 ‘First time Adoption of Indian Accounting assets and liabilities
Standards, with April 1, 2015 as the transition date. The The operating cycle is the time between the acquisition
transition was carried out from Indian Accounting Principles of assets for processing and its realization in cash and cash
generally accepted in India as prescribed under Section 133 equivalents. The Company has identified twelve months as
of the Act, read with Rule 7 of the Companies (Accounts)
its operating cycle.
Rules, 2014 (IGAAP) which was the previous GAAP.
These financial statements are authorized for issue on 02 2.2 Property, Plant & Equipment
May 2020 in accordance with a resolution of the Board of Property, plant and equipment are stated at historical cost
Directors. Board of Directors permits the revision to the less depreciation. Historical cost includes expenditure that is
financial statements after obtaining necessary approvals or at directly attributable to the acquisition of the items.
the instance of regulatory authorities as per provisions of the
Companies Act, 2013. Subsequent costs are included in the asset’s carrying amount
The financial statements are presented in Indian Rupees or recognized as a separate asset, as appropriate, only when it
and all amounts disclosed in the financial statements and is probable that future economic benefits associated with the
notes have been rounded off upto two decimal points to the item will flow to the Company and the cost of the item can be
nearest lakh (as per the requirement of Schedule III), unless measured reliably. The carrying amount of any component
otherwise stated. accounted for as a separate asset is derecognized when
replaced. All other repairs and maintenance are recognized
(ii) Historical Cost Convention in profit or loss during the reporting period, in which they are
The Financial Statements have been prepared on a historical incurred.
cost basis, except the following:
95
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Plant and Machinery 10-25 Amortization methods and estimated useful lives
The property, plant and equipment acquired under finance 2.4 Revenue Recognition
leases and other leasehold improvements are depreciated Revenue is recognized to the extent that it is probable that the
over the assets’ useful life or over the shorter of the assets’ economic benefits will flow to the Company and the revenue
useful life and the lease term if there is no reasonable can be reliably measured, regardless of when the payment is
certainty that the Company will obtain ownership at the end received. The Company has concluded that it is the principal
of the lease term. in all of its revenue arrangements since it is the primary obligor
The asset’s useful lives and methods of depreciation are in all the revenue arrangements as it has pricing latitude and is
reviewed at the end of each reporting period and adjusted also exposed to inventory and credit risks.
prospectively, if appropriate. Revenue is measured at the fair value of the consideration
An asset’s carrying amount is written down immediately to its received or receivable, taking into account contractually
recoverable amount if the asset’s carrying amount is greater defined terms of payment and excludes taxes/ duties
than its estimated recoverable amount. collected on behalf of the government.
Gains and losses on disposals are determined by comparing
(a) Sale of goods
net disposal proceeds with carrying amount of the asset.
Revenue from the sale of goods is recognized, when the
These are included in profit or loss within other income.
significant risks and rewards of ownership of the goods
Assets costing less than or equal to H5,000 are fully depreciated have passed to the buyer, usually on delivery of the goods.
pro-rata from date of acquisition. Revenue from the sale of goods is measured at the fair value
of consideration received or receivable, net of returns and
2.3 Intangible Assets
allowances, trade discounts, volume rebates. Accordingly,
Intangible assets acquired separately are measured on initial
revenues from sale of goods are stated gross of GST, sales
recognition at historical cost. Intangibles assets have a finite
tax and value added tax (VAT) are not received by the
life and are subsequently carried at cost less any accumulated
company on its own account but collected on behalf of the
amortization and accumulated impairment losses if any.
government and accordingly, are excluded from revenue.
96
ANNUAL REPORT
2019-20
Financial Statements
(b) Interest income Fair value is the price that would be received to sell an
Interest income is recognized using the time proportion asset or paid to transfer a liability in an orderly transaction
basis, based on the underlying interest rates. between market participants at the measurement date. The
(c) Rental Income fair value measurement is based on the presumption that the
Rental income is recognized on a time-apportioned basis in transaction to sell the asset or transfer the liability takes place
accordance with the underlying substance of the relevant either:
contract. - In the principal market for the asset or liability, or
(d) Dividend - In the absence of a principal market, in the most
Dividend is recognized when the company’s right to advantageous market for the asset or liability.
receive the payment is established, which is generally when The principal or the most advantageous market must be
shareholders approve the dividend. accessible by the Company. The fair value of an asset or
a liability is measured using the assumptions that market
2.5 Inventories
participants would use when pricing the asset or liability,
Inventories are valued at the lower of cost (including prime assuming that market participants act in their economic best
cost, excise duty and other overheads incurred in bringing interest.
the inventories to their present location and condition) and
The Company uses valuation techniques that are appropriate
net realizable value.
in the circumstances and for which sufficient data is available
The comparison of cost and net realizable value is made on to measure fair value, maximizing the use of relevant
an item-by-item basis. observable inputs and minimizing the use of unobservable
Raw materials, goods in transit, packing materials and inputs.
stores and spares are valued at cost computed on moving All assets and liabilities for which fair value is measured
weighted average basis, after providing for obsolescence, or disclosed in the financial statements are categorized
if any. The cost includes purchase price, inward freight and within the fair value hierarchy, described as follows, based
other incidental expenses net of refundable duties, levies and on the lowest level input that is significant to the fair value
taxes, where applicable. Raw materials, packing materials and measurement as a whole:
other supplies held for use in production of inventories are
• Level 1 - Quoted (unadjusted) market prices in active
not written down below cost except in cases where material
markets for identical assets or liabilities
prices have declined, and it is estimated that the cost of the
• Level 2 - Valuation techniques for which the lowest level
finished products will exceed their net realizable value.
input that is significant to the fair value measurement is
Finished goods and work-in-progress are valued at lower of directly or indirectly observable
cost and net realizable value. Cost is determined on a weighted • Level 3 - Valuation techniques for which the lowest level
average basis and comprises material, labour and applicable input that is significant to the fair value measurement is
overhead expenses including depreciation. The net realizable unobservable.
value of materials in process is determined with reference to
the selling prices of related finished goods. Stores and spares For changes that have occurred between levels of hierarchy
are valued at cost determined on weighted average basis. during the year, the Company re-assesses categorization
(based on the lowest level input that is significant to the fair
Traded Goods are valued on FIFO basis. The cost includes
value measurement as a whole) at the end of each reporting
cost of purchase and other costs incurred in bringing the
period.
inventories to their present location and condition.
Fair value is the price that would be received to sell an asset
Net realizable value is the estimated selling price in
or settle a liability in an ordinary transaction between market
the ordinary course of business, less estimated costs of
participants at the measurement date. The fair value of an
completion and the estimated costs necessary to make the
asset or a liability is measured using the assumption that
sale.
market participants would use when pricing an asset or
2.6 Fair Value Measurement liability acting in their best economic interest. The fair value of
Accounting policies and disclosures require measurement of plants and equipments as at transition date have been taken
fair value for both financial and non-financial assets. based on valuation performed by an independent technical
expert. The Company used valuation techniques, which were
97
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
2.8 Financial Instruments A financial asset is primarily derecognized when the rights
to receive cash flows from the asset have expired or the
A financial instrument is any contract that gives rise to a
Company has transferred its rights to receive cash flows from
financial asset of one entity and a financial liability or equity
the asset, if an entity transfers a financial asset in a transfer
instrument of another entity.
that qualifies for derecognition in its entirety and retains the
Financial Assets right to service the financial asset for a fee, it shall recognize
(a) Initial recognition and measurement: either a servicing asset or a servicing liability for that
servicing contract. If the fee to be received is not expected
All financial assets are recognized initially at fair value and, in
to compensate the entity adequately for performing the
the case of financial assets not recorded at fair value through
servicing, a servicing liability for the servicing obligation
profit or loss, transaction costs that are attributable to the
shall be recognized at its fair value. If the fee to be received
acquisition of the financial asset.
is expected to be more than adequate compensation for
(b) Subsequent measurement: the servicing, a servicing asset shall be recognized for the
For purposes of subsequent measurement financial assets servicing right at an amount determined on the basis of an
are classified in two broad categories: allocation of the carrying amount of the larger financial asset.
Financial assets at fair value (h) Impairment of Financial assets:
Financial assets at amortized cost
In accordance with Ind AS 109, the Company applies
(c) Classification: expected credit loss (ECL) model for measurement and
The Company classifies financial assets as subsequently recognition of impairment loss on the financial assets that
measured at amortized cost, fair value through other are debt instruments and trade receivables. For recognition
comprehensive income or fair value through profit or loss of impairment loss on other financial assets and risk exposure,
on the basis of its business model for managing the financial the Company determines that whether there has been a
assets and the contractual cash flows characteristics of the significant increase in the credit risk since initial recognition.
financial asset.
Financial Liabilities
(d) Financial assets measured at amortized cost:
(a) Initial recognition and measurement:
Financial assets are measured at amortized cost when asset
is held within a business model, whose objective is to hold All financial liabilities are recognized initially at fair value and,
assets for collecting contractual cash flows and contractual in the case of loans, borrowings and payables, net of directly
terms of the asset give rise on specified dates to cash flows attributable transaction costs. Financial liabilities include
that are solely for payments of principal and interest. Such trade and other payables, loans and borrowings including
bank overdrafts and derivative financial instruments.
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(b) Classification & Subsequent measurement: exchange or modification is treated as the derecognition of
If a financial instrument that was previously recognized as a the original liability and the recognition of a new liability. The
financial asset is measured at fair value through profit or loss difference in the respective carrying amounts is recognized in
and its fair value decreases below zero, it is a financial liability the Statement of Profit and Loss.
measured in accordance with IND AS. Financial liabilities
Offsetting financial instruments:
are classified as held for trading, if they are incurred for the
Financial assets and liabilities are offset and the net amount
purpose of repurchasing in the near term.
reported in the balance sheet when there is a legally
The Company classifies all financial liabilities as subsequently
enforceable right to offset the recognized amounts and there
measured at amortized cost, except for financial liabilities
is an intention to settle on a net basis to realize the asset and
at fair value through profit or loss. Such liabilities, including
settle the liability simultaneously.
derivatives that are liabilities, shall be subsequently measured
Subsequent recoveries of amounts previously written off are
at fair value.
credited to Other Income.
(c) Financial liabilities measured at fair value through
profit or loss: 2.9 Leases
Financial liabilities at fair value through profit or loss include As a lessee
financial liabilities held for trading. At initial recognition, such The Company’s lease asset classes primarily consist of leases
financial liabilities are recognized at fair value. for land, buildings and vehicles. The Company assesses
Financial liabilities at fair value through profit or loss are, whether a contract contains a lease, at inception of a contract.
at each reporting date, measured at fair value with all the A contract is, or contains, a lease if the contract conveys the
changes recognized in the Statement of Profit and Loss. right to control the use of an identified asset for a period
(d) Derivative financial instruments of time in exchange for consideration. To assess whether a
The Company uses derivative financial instruments, such as contract conveys the right to control the use of an identified
forward currency contracts to hedge its foreign currency risks. asset, the Company assesses whether: (i) the contract
Derivative financial instruments are initially recognized at fair involves the use of an identified asset (ii) the Company has
value on the date a derivative contract is entered into and substantially all of the economic benefits from use of the
are subsequently re-measured at their fair value at the end of asset through the period of the lease and (iii) the Company
each period. Any gains or losses arising from changes in the has the right to direct the use of the asset.
fair value of derivatives are taken directly to profit or loss. At the date of commencement of the lease, the Company
(e) Loans and Borrowings: recognizes a right-of-use asset (“ROU”) and a corresponding
lease liability for all lease arrangements in which it is a lessee,
Interest-bearing loans and borrowings are subsequently
except for leases with a term of twelve months or less (short-
measured at amortized cost using the Effective Interest Rate
term leases) and low value leases. For these short-term and
(EIR) method. Gains and losses are recognized in profit or
low value leases, the Company recognizes the lease payments
loss when the liabilities are derecognized as well as through
as an operating expense on a straight-line basis over the term
EIR amortization process. Amortized cost is calculated by
of the lease.
taking into account any discount or premium on acquisition
and fees or costs that are an integral part of the EIR. The EIR Certain lease arrangements includes the options to extend
amortization is included as finance costs in the statement of or terminate the lease before the end of the lease term. ROU
profit and loss. After initial recognition Gain and Liabilities assets and lease liabilities includes these options when it is
held for Trading are recognized in statement of profit and reasonably certain that they will be exercised. The right-of-
Loss Account. use assets are initially recognized at cost, which comprises
the initial amount of the lease liability adjusted for any lease
(f) Derecognition of Financial Liabilities:
payments made at or prior to the commencement date of
A financial liability is derecognized when the obligation the lease plus any initial direct costs less any lease incentives.
under the liability is discharged or cancelled or expires. When They are subsequently measured at cost less accumulated
an existing financial liability is replaced by another from the depreciation and impairment losses.
same lender on substantially different terms, or the terms
Right-of-use assets are depreciated from the commencement
of an existing liability are substantially modified, such an
date on a straight-line basis over the shorter of the lease term
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APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
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Financial Statements
assets are recognized to the extent that it is probable that is computed using the net profit for the year attributable to
taxable profit will be available against which the deductible the shareholder’ and weighted average number of equity and
temporary differences, and the carry forward of unused tax potential equity shares outstanding during the year including
credits and unused tax losses can be utilized. Deferred tax share options, convertible preference shares and debentures,
assets and liabilities are measured at the tax rates that are except where the result would be anti-dilutive. Potential
expected to apply in the year when the asset is realized or the equity shares that are converted during the year are included
liability is settled, based on tax rates (and tax laws) that have in the calculation of diluted earnings per share, from the
been enacted or substantively enacted at the reporting date. beginning of the year or date of issuance of such potential
Deferred tax relating to items recognized outside profit or equity shares, to the date of conversion.
loss is recognized outside profit or loss. Deferred tax items are
2.14 Cash and Cash Equivalents
recognized in correlation to the underlying transaction either
in OCI or directly in equity. The carrying amount of deferred Cash and cash equivalents in the balance sheet comprise
tax assets is reviewed at each reporting date and reduced to cash on hand and at bank, deposits held at call with banks,
the extent that it is no longer probable that sufficient taxable other short-term highly liquid investments with original
profit will be available to allow all or part of the deferred tax maturities of three months or less that are readily convertible
asset to be utilized. Unrecognized deferred tax assets are re- to a known amount of cash and are subject to an insignificant
assessed at each reporting date and are recognized to the risk of changes in value and are held for the purpose of
extent that it has become probable that future taxable profits meeting short-term cash commitments.
will allow the deferred tax asset to be recovered. For the purpose of the statement of cash flows, cash and
Deferred tax assets and deferred tax liabilities are offset if a cash equivalents consist of cash and short-term deposits,
legally enforceable right exists to set off current tax assets as defined above, net of outstanding bank overdrafts as
against current tax liabilities and the deferred taxes relate they are considered an integral part of the Company’s cash
to the same taxable entity and the same taxation authority. management.
Minimum Alternate Tax (“”MAT”) credit is recognized as 3. Provisions, Contingent Liabilities, Contingent
an asset only when and to the extent there is convincing Assets and Commitments
evidence that the relevant members of the Company will pay
(a) General
normal income tax during the specified period. Such asset
is reviewed at each reporting period end and the adjusted Provisions are recognized when the Company has a present
based on circumstances then prevailing. obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic
2.12 Share Capital and Securities Premium Reserve benefits will be required to settle the obligation and a reliable
Ordinary shares are classified as equity. Incremental costs estimate can be made of the amount of the obligation. If the
directly attributable to the issue of new shares are shown in effect of the time value of money is material, the amount of a
equity as a deduction, net of tax, from the proceeds. provision shall be the present value of expense expected to
be required to settle the obligation Provisions are therefore
Par value of the equity share is recorded as share capital and
discounted, when effect is material, The discount rate shall be
the amount received in excess of the par value is classified as
pre-tax rate that reflects current market assessment of time
securities premium reserve.
value of money and risk specific to the liability. Unwinding
2.13 Earnings per Share of the discount is recognized in the Statement of Profit
As per Ind AS 33, Earning Per Share, Basic earnings per share are and Loss as a finance cost. Provisions are reviewed at each
computed by dividing the net profit for the year attributable balance sheet date and are adjusted to reflect the current
to the shareholders’ and weighted average number of shares best estimate.
outstanding during the year. The weighted average numbers (b) Contingencies
of shares also includes fixed number of equity shares that Contingent liabilities are disclosed when there is a possible
are issuable on conversion of compulsorily convertible obligation arising from past events, the existence of which
preference shares, debentures or any other instrument, from will be confirmed only by the occurrence or non-occurrence
the date consideration is receivable (generally the date of of one or more uncertain future events not wholly within
their issue) of such instruments. Diluted earnings per share the control of the Company or a present obligation that
101
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
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Financial Statements
these inventories may be affected by future technology or inputs to these models are taken from observable markets
other market-driven changes that may reduce future selling where possible, but where this is not feasible, a degree of
prices. judgment is required in establishing fair values. Judgements
iv) Fair Value measurement of Financial Instruments: include considerations of inputs such as liquidity risk, credit
risk and volatility. Changes in assumptions about these factors
When the fair values of financial assets and financial liabilities
could affect the reported fair value of financial instruments.
recorded in the Balance Sheet cannot be measured based on
quoted prices in active markets, their fair value is measured
using valuation techniques including the DCF model. The
103
Note 5 : Property, Plant and Equipment (Amount in H lakh)
104
Particulars Buildings Computer Vehicle Total
Land & Fixtures Equipment Equipment Installations
Gross Block
Balance as at April 1, 2019 3,387.08 2,390.68 125.05 7,050.74 83.79 198.61 101.16 163.53 13,500.64
APOLLO PIPES LIMITED
Balance as at April 1, 2019 - 693.24 29.01 2,987.67 47.09 67.14 55.92 133.58 4,013.65
Depreciation charge during the year - 254.63 37.64 740.43 19.81 122.75 33.14 23.81 1,232.21
Deductions - - - 14.89 - - - - 14.89
Balance as at March 31, 2020 - 947.87 66.65 3,713.21 66.90 189.89 89.06 157.39 5,230.97
Net Carrying Value
Balance as at March 31, 2020 3,387.08 3,579.27 171.06 4,577.79 31.10 420.33 50.97 83.77 12,301.37
Balance as at March 31, 2019 3,387.08 1,697.44 96.04 4,063.07 36.70 131.47 45.24 29.95 9,486.99
(All amounts are in C Lakh, except share data and where otherwise stated)
Notes to the Financial Statements
ANNUAL REPORT
2019-20
Financial Statements
(All amounts are in C Lakh, except share data and where otherwise stated)
Gross Block
Balance as at April 1, 2019 128.80 2,088.03 2,216.83
Additions 3.26 - 3.26
Deductions - - -
Balance as at March 31, 2020 132.06 2,088.03 2,220.09
Accumulated amortization & impairment
Balance as at April 1, 2019 25.01 25.01
Amortization Expenses 25.88 - 25.88
Deductions - - -
Balance as at March 31, 2020 50.89 - 50.89
Net Carrying Value
Balance as at March 31, 2020 81.17 2,088.03 2,169.20
Balance as at March 31, 2019 103.79 2,088.03 2,191.82
105
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Note 10 : Inventories
As at As at
Particulars
March 31, 2020 March 31, 2019
Raw Materials 3,875.12 2,450.13
Finished Goods/Semi Finished Goods/ Work in Progress 3,613.90 2,357.92
Scrap 94.43 57.25
Stores and Spares 527.94 277.51
Stock in Transit 132.37 83.36
Total 8,243.76 5,226.17
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Financial Statements
(All amounts are in C Lakh, except share data and where otherwise stated)
Note 11(e) : Bank Balances other than Cash & Cash Equivalents
As at As at
Particulars
March 31, 2020 March 31, 2019
Balances in fixed deposit accounts with original maturity more than 3 months but less than 12,790.20 14,733.33
12 months
Balances with the Banks to the extent held as margin money or security against the 5.43 4.69
borrowings, guarantees & other commitments
Total 12,795.63 14,738.02
107
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
c) Shareholders holding more than 5% share in the company are set out below:
As at March 31, 2020 As at March 31, 2019
Particulars
Number of Shares % of Shares Number of Shares % of Shares
Sameer Gupta 27,28,778 20.82 16,03,778 13.38
Meenakshi Gupta 32,85,524 25.06 32,85,524 27.42
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Financial Statements
(All amounts are in C Lakh, except share data and where otherwise stated)
Description of Loan
Secured-
H42.03 Cr. (As at March 31,2019 H36.03 Cr.) secured from:
1) ICICI Bank Ltd secured against mortgage of residential property situated at Jaypee Greens, Greater Noida, (U.P.), loan outstanding
amount H2.13 Cr. is repayable in 52 unequal monthly installments.
2) HDFC Bank Ltd. secured against exclusive charge on immovable property situated at Noida, Corporate office- A-140, Sector 136,
Noida, U.P, loan outstanding amount H11.25 Cr. is repayable in 12 equal quarterly installments.
3) Axis Bank Ltd. secured against exclusive charge on industrial land, building and all other Fixed Assets purchased through Term Loan
Facility at Ahmedabad unit. Loan-1 outstanding amount H7.08 Cr. is repayable in 10 equal quarterly installments. Loan-2 outstanding
amount H2.84 Cr. is repayable in 6 equal quarterly installments.
4) CITI Bank secured by exclusive Charge on Land & Building and all other Fixed Assets purchased through Term Loan at Tumkur unit and
Exclusive Charge on Solar Project at Dadri Plant. Loan-1 outstanding amount H4.20 Cr. is repayable in 20 equal quarterly installments
commencing from May 2020. Loan-2 outstanding amount H11.45 Cr. is repayable in 18 equal quarterly installments commencing
from Nov 2020. Loan-3 outstanding amount H3.11 Cr. repayable in 19 equal quarterly installments commencing from Aug 2020.
Above mentioned loans are further secured by personal guarantee of Mr. Sameer Gupta and Mr. Sanjay Gupta.
Note 16 : Provisions
As at As at
Particulars
March 31, 2020 March 31, 2019
Provision for Gratuity 110.01 73.74
Total 110.01 73.74
109
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Note:
The Working Capital facilities from banks are secured by first pari passu charge on all current assets, . These credit facilities are further collaterally
secured by movable fixed assets, present and future, of the company & personal guarantee of Mr. Sameer Gupta & Mr. Sanjay Gupta.
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Financial Statements
(All amounts are in C Lakh, except share data and where otherwise stated)
Note 19 : Provisions
As at As at
Particulars
March 31, 2020 March 31, 2019
Provision for Gratuity 13.58 9.76
Provision for Compensated Absences 13.23 10.43
Total 26.81 20.19
111
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
During the year, the Company recognized an amount of H143.74 lakh (Year ended March 31, 2019 H164.11 lakh) as remuneration to key
managerial personnel. The details of such remuneration is as below:
- Short term employee benefits 143.74
- Post employment benefits -
Total 143.74
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(All amounts are in C Lakh, except share data and where otherwise stated)
113
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Reconciliation of Tax expense and the accounting profit multiplied by India’s Tax Rate for the year ended March 31, 2020:
For the year ended For the year ended
Particulars
March 31, 2020 March 31, 2019
Profit before Income Tax expenses 3,771.66 3,392.83
Enacted Tax Rates in India 25.17% 29.12%
Computed Expected Income Tax Expense 949.25 987.99
Effect of Expenses Disallowed 354.46 (97.92)
Deduction (563.61) (5.82)
Others 253.67 3.93
Effect of prior period tax 993.77 888.18
Income tax expense recognized in statement of profit and loss 993.77 888.18
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Financial Statements
(All amounts are in C Lakh, except share data and where otherwise stated)
The company does not have any potential equity shares and thus, weighted average number of shares for computation of basic EPS and
diluted EPS remains same.
Following are the changes in the carrying value of right of use assets for the year ended March 31, 2020:
Category of ROU
Particulars Total
Asset Land
Balance as at April 1, 2019 - -
Reclassified on adoption of Ind AS 116 955.26 -
Additions - -
Deletions - -
Depreciation 11.88 -
Balance as at March 31, 2020 943.38 -
The aggregate depreciation expense on ROU assets is included under depreciation and amortization expense in the statement of Profit
and Loss.
The following is the break-up of current and non-current lease liabilities as at March 31, 2020:
Included in the Financial Statements as
As at
Particulars
March 31,2020
Current lease liability -
Non-current lease liability 5.60
Total 5.60
115
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
The following is the movement in lease liabilities during the year ended March 31, 2020:
For the year ended
Particulars
March 31,2020
Balance as at the beginning -
Additions 5.70
Finance Cost accrued during the period 0.33
Deletions -
Payment of lease liabilities 0.42
Balance as at the end 5.60
The table below provides details regarding the contractual maturities of lease liabilities as at March 31, 2020 on an undiscounted basis:
As at
Particulars
March 31,2020
Less than one year 0.42
One to five years 2.11
More than five years 228.82
Total 231.35
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the
obligations related to lease liabilities as and when they fall due.
Rental expense recorded for short-term leases was H80,89,000 for the year ended March 31,2020.
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(All amounts are in C Lakh, except share data and where otherwise stated)
b. Plan typically exposes the company to actuarial risks such as : investment risks, interest rate risk, longevity risk and salary risk.
Investment Risk
The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a discount risk which is
determined by reference to market yields at the end of the reporting period on government bonds. Currently, for the plan in India, it
has relatively balanced mix of investments in Insurance related products.
Longevity Risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants
both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary Risk
The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase
in the salary of the plan participants will increase the plan’s liability.
No other post-retirement benefits are provided to the employees.
In respect of the plan in India, the most recent actuarial valuation of the plan assets and the present value of the defined benefit
obligation were carried out as at March 31,2010 by an actuary. The present value of the defined benefit obligation were carried out as
at March 31,2019 by an actuary. The present value of the defined benefit obligation, and the related current service cost and the past
service cost, were measured using the projected unit credit method.
Details of defined benefit plan -As per Actuarial valuation are as follows:
Defined Contribution Plans
The Company has a defined contribution plan in respect of provident fund. Contributions are made to provident fund in India for
employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered
by the Government. The obligation of the group is limited to the amount contributed and it has no further contractual nor any
constructive obligation.
During the year, the Company has recognized the following amounts towards defined contribution plan in the Statement of Profit and
Loss.
For the year ended For the year ended
Particulars
March 31, 2020 March 31, 2019
Employer’s Contribution to Provident Fund 62.20 51.40
Included in ‘Contribution to provident and other funds’ under Employee Benefits Expense (Refer Note 26)
117
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
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(All amounts are in C Lakh, except share data and where otherwise stated)
119
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
As at As at
Particulars
March 31, 2020 March 31, 2019
(5) Disputed claims/levies in respect of Income Tax 6.75 6.75
Total 718.08 151.91
Less: Paid 7.82 7.82
Total (Net) 710.26 144.09
No Provision has been considered necessary since the Company expects favorable decision in appeals.
Note 39 : Information on Related Party Transactions as required by Ind AS 24 - ‘Related Party Disclosures’
for the year ended March 31, 2020
Details of related parties:
a) Key Managerial Personnel:
Name Designation
Mr. Sameer Gupta Managing Director
Mr. Sanjay Gupta Director Non Executive
Mr. Saket Agarwal Director Non Executive
Mr. Ajay Kumar Jain Chief Financial Officer
Mr. Virendra Singh Verma* Chief Executive Officer
Mr. Anand Kumar Pandey** Company Secretary
Mr. Ankit Sharma*** Company Secretary
*Virendra Singh Verma has relinquished office on March 30, 2019
**Mr. Anand Kumar Pandey has reliquished office on June 30, 2019
***Mr. Ankit Sharma has appointed as Company Secretary on August 12, 2019
b) Relatives of Key Managerial Personnel of Parent Company who are under the employment of the Parent Company:
Name Relation
Mrs. Saroj Rani Gupta Mother of Mr. Sameer Gupta
Mrs. Meenakshi Gupta Wife of Mr. Sameer Gupta
Mr. Vinay Gupta Brother of Mr. Sameer Gupta
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(All amounts are in C Lakh, except share data and where otherwise stated)
121
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
Financial Assets
Financial Investments at FVTPL
Quoted equity instruments 6.03 - -
Financial Investments at FVOCI
Unquoted equity instruments - - 30.54
Total Financial Assets 6.03 - 30.54
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Financial Statements
(All amounts are in C Lakh, except share data and where otherwise stated)
Financial Assets
Financial Investments at FVTPL
Quoted equity instruments 10.14 - -
Financial Investments at FVOCI
Unquoted equity instruments - - 25.68
Total Financial Assets 10.14 - 25.68
Level 1: Quoted prices in the active market. This level of hierarchy includes financial assets that are measured by reference to quoted
prices in the active market. This category consists of quoted equity shares and debt based open ended mutual funds.
Level 2: Valuation techniques with observable inputs. This level of hierarchy includes items measured using inputs other than quoted
prices included within Level 1 that are observable for such items, either directly or indirectly. This level of hierarchy consists of debt based
close ended mutual fund investments and over the counter (OTC) derivative contracts.
Level 3: Valuation techniques with unobservable inputs. This level of hierarchy includes items measured using inputs that are not based on
observable market data (unobservable inputs). Fair value determined in whole or in part, using a valuation model based on assumptions
that are neither supported by prices from observable current market transactions in the same instruments nor based on available market
data. The main item in this category are unquoted equity instruments.
The fair value of the financial assets are determined at the amount that would be received to sell an asset in an orderly transaction
between market participants. The following methods and assumptions were used to estimate the fair values:
Investments in debt mutual funds: Fair value is determined by reference to quotes from the financial institutions, i.e.. Net asset value (NAV)
for investments in mutual funds declared by mutual fund house.
Quoted equity investments: Fair value is derived from quoted market prices in active markets.
Unquoted equity investments: Fair value is derived on the basis of income approach, in this approach the discounted cash flow method
is used to capture the present value of the expected future economic benefits to be derived from the ownership of these investments.
Note 41 : COVID-19
Manufacturing facilities of the Company in Dadri (Uttar Pradesh), Ahmedabad (Gujarat) and Tumkur (Karnataka) were closed on March
22, 2020 following countrywide lockdown due to COVID-19. The Company has since obtained required permissions and restarted its
manufacturing facilities partially at Dadri (Uttar Pradesh), Ahmedabad (Gujarat) and Tumkur (Karnataka). Based on the immediate
assessment of the impact of COVID-19 on the operations of the Company and ongoing discussions with customers, vendors and service
providers, the Company is positive of serving customer orders and obtaining regular supply of raw materials and logistics services after
resumption of the operations. In assessing recoverability of trade receivables, the Company has considered subsequent recoveries, past
trends, credit risks profile of the customers based on their industry, macroeconomic forecasts and internal and external information
available up to the date of issuance of these results. In assessing recoverability of inventories, the Company has considered the latest
selling prices, customer orders on hand and margins. Based on the above assessment, the Company is of the view that carrying amounts
of trade receivables and inventories are expected to be realisable. The impact of COVID-19 may be different from that estimated as at the
date of approval of these approval of the financial results, the Company will continue to closely monitor the developments.
In the case of inventory, Management has performed the year-end ‘wall to wall’ inventory verification at each of its locations and again at
a date subsequent to the year end in the presence of its internal auditor to obtain comfort over the existence and condition of Inventories
as at March 31, 2020 including roll-back procedures etc.
123
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
The management reviews cash resources, implements strategies for foreign currency exposures and ensuring market risk limit and policies.
The company enters into Financial Instruments including Derivative Financial Instruments to minimize any adverse effect in its financial
performance due to foreign exchange risk.
Adverse movements in the exchange rate between the Rupee and any relevant foreign currency result’s in the increase in the Company’s
overall debt positions in Rupee terms without the Company having incurred additional debt and favorable movements in the exchange
rates will conversely result in reduction in the Company’s receivable in foreign currency. In order to hedge exchange rate risk, the Company
has a policy to hedge cash flows up to a specific tenure using forward exchange contracts and options. In respect of imports and other
payables, the Company hedges its payable as when the exposure arises.
As at As at
Forward contract outstanding Buy/Sell
March 31, 2020 March 31, 2019
USD in lakh Buy 49.94 32.96
Equivalent amount in H in lakh Buy 3778.96 2,314.05
(2) The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:
As at As at
Currency
March 31, 2020 March 31, 2019
Payables:
USD in lakh 20.15 38.02
Equivalent amount in H in lakh 1,468.40 2,628.96
Receivables:
USD in lakh 0.002
Equivalent amount in H in lakh 0.15 -
Advance paid to vendors:
USD in lakh 2.00 0.87
Equivalent amount in H in lakh 143.96 60.09
Advance Received from Customers:
USD in lakh - 0.06
Equivalent amount in H in lakh - 3.89
124
ANNUAL REPORT
2019-20
Financial Statements
(All amounts are in C Lakh, except share data and where otherwise stated)
As at the end of the reporting period, the company had the following variable rate borrowings outstanding:
Particulars Balance % of total loans
As at March 31, 2020
Bank overdrafts, bank loans, Cash Credit 4,804.65 53.34%
As at March 31, 2019
Bank overdrafts, bank loans, Cash Credit 3,493.45 55.93%
Sensitivity
Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.
Impact on profit after tax
Particulars Year ended Year ended
March 31, 2020 March 31, 2019
Interest rates – increase by 50 basis points (50 bps)* (17.03) (12.43)
Interest rates – decrease by 50 basis points (50 bps)* 17.03 12.43
125
APOLLO PIPES LIMITED
[Formaly known as 'Amulya Leasing & Finance Limited]
The Company’s capital requirement is mainly to fund its capacity expansion, repayment of principal and interest on its borrowings and
strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from
its operations supplemented by funding from bank borrowings and the capital markets. The Company is not subject to any externally
imposed capital requirements.
The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and
elongate the maturity of its debt portfolio, and closely monitors its judicious allocation amongst competing capital expansion projects
and strategic acquisitions, to capture market opportunities at minimum risk.
The Company monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes, interest bearing loans
and borrowings less cash and cash equivalents, Bank balances other than cash and cash equivalents.
As at As at
Particulars
March 31, 2020 March 31, 2019
Non current borrowings 2,954.46 7,030.63
Current maturities of non current borrowings 1,248.11 1,550.39
Current borrowings 4,804.65 2,643.45
Less: Cash and cash equivalents 2.74 6.10
Less: Bank balances other than cash and cash equivalents 12,795.63 14,738.02
Total Debts (3,791.15) (3,519.65)
Total Equity 30,651.54 22,981.46
Gearing Ratio - -
Equity includes all capital and reserves of the Company that are managed as capital.
126
ANNUAL REPORT
2019-20
Financial Statements
(All amounts are in C Lakh, except share data and where otherwise stated)
(b) Dividends
As at As at
Particulars
March 31, 2020 March 31, 2019
Final dividend for the year ended March 31, 2020 of H Nil (March 31,2019 - H131.09 lakh) - 131.09
Dividend not recongised at the end of the reporting - -
Dividend distribution tax - 26.95
The board of directors did not recommended any dividend for the year ended March 31, 2020.
Note 44 : Previous year figures have been recasted, re-grouped and reclassified, wherever necessary to confirm to the current year
classification.
127
NOTE
Cautionary statement
This document contains statements about expected events and financial and operational results of Apollo Pipes Limited which are forward-looking. By their
nature, forward-looking statements require the Company to make assumptions and are subject to inherent risks and uncertainties. There is a significant chance
that the assumptions, predictions and other forward-looking statements may not prove to be accurate. Readers are cautioned not to place undue reliance
on forward-looking statements as a number of factors could cause assumptions, and actual results and events to differ materially from those expressed here.
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