DIRECTORS' REPORT
Your Directors have pleasure in presenting the Thirty-Sixth Annual Report for
the year ended on 31st March, 2023.
FINANCIAL PERFORMANCE:
( in Lakhs)
|
FY 2022-23 |
FY 2021-22 |
Revenue from Operations |
2,390.49 |
2,957.06 |
Add: Other Income |
1,224.46 |
1,264.02 |
Total Revenue |
3,614.95 |
4,221.08 |
Total Expenditure |
3,113.84 |
3,885.14 |
Earnings before Interest, Tax, Depreciation
& Amortization |
501.11 |
335.94 |
Less: Finance Cost |
107.91 |
91.73 |
Less: Depreciation and Amortization Expenses |
226.82 |
227.19 |
Profit before exceptional items & tax |
166.39 |
17.02 |
Exceptional Items |
- |
- |
Profit before tax |
166.39 |
17.02 |
Tax Expense |
(34.69) |
(70.51) |
Profit After Tax |
201.08 |
87.53 |
Add: Profit & Loss Account Balance B/F |
9,712.38 |
9,860.85 |
Amount available for Appropriations |
9,913.46 |
9,948.38 |
OPERATIONAL REVIEW:
Standalone
Your Company took several initiatives during the last financial year
that helped in achieving and consolidating growth in production and sales volumes. Your
company tried to increase the sales in the product being manufactured and marketed
in-house.
During the year under review, the Company had a standalone revenue from
operations of Rs. 2,390.49 Lakhs (previous year Rs. 2,957.06 Lakhs). Total earnings before
depreciation and finance cost were Rs. 501.11 Lakhs against 335.94 Lakhs in the previous
year. The Company's Profit before exceptional items and tax was Rs. 166.39 Lakhs
which was Rs. 17.02 Lakhs in the Previous Year. The Company had Net Profit of Rs. 201.08
Lakhs during the current year (Previous year Profit Rs. 87.53 Lakhs). The Basic and
Diluted EPS of the Company for FY 2022-23 is Rs.
1.70 and Rs. 1.70 respectively.
Consolidated
During the year under review, the Company consolidated revenue of Rs.
7,187.43 Lakhs (previous year Rs. 5,568.44 Lakhs). The Company's Consolidated net
profit after tax stood at Rs. 1,247.19 Lakhs (Previous year Rs. 818.01 Lakhs).
For detailed analysis of the performance, please refer to the
Management's Discussion and Analysis Section of the Annual Report.
AMOUNT TRANSFERRED TO RESERVES IF ANY:
No amount was transferred to reserves during the year under review.
RECLASSIFICATION OF PROMOTER GROUP:-
During the year the application was made by the Company to BSE Limited
and National Stock Exchange of India Limited for the reclassification of the category from
Promoter to Public of certain shareholders namely Rashamikant H. Patel, Manjula R. Patel
and Parth Rashmikant Patel, forming part of promoter group of the Company were approved by
BSE Ltd vide reference no.LIST/COPM/SN/270/2022-23 dated 23.09.2022 and National Stock
Exchange of India Limited videreference no. NSE/LIST:196 dated 23.09.2022.Thus, they will
henceforth be a part of Public category.
DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs. 2/- per share
on Equity Shares of the Company as on the date of closure of register of members.
CHANGE IN NATURE OF BUSINESS:
No change in the nature of Business of the Company during the period under review.
DEPOSITS:
During the year under review, the Company has not accepted/ renewed
deposit from public/ shareholders as per the applicable provisions of the Companies Act,
2013 and Companies (acceptance of Deposits) Rules, 2014. There is no overdue deposit as on
31st March, 2023.
CONSOLIDATED ACCOUNTS:
As required under the Listing Regulations entered into with the Stock
Exchanges, a consolidated financial statement of the Company and all its subsidiaries is
attached. The audited consolidated financial statements received from subsidiaries as
approved by their respective Board of Directors have been prepared in accordance with
Accounting Standards- 21 (AS 21) read with AS-23 on the Accounting for investment
in Associates and AS 27 on financial reporting of interests in Joint Ventures.
SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-
The Company has following Subsidiaries and Associate companies:
Sr.No |
Name of the Subsidiary/JV/Associate |
Nature
|
Business
|
1. |
AEML Investments Limited (Formerly known as
Apollo Earthmovers Limited) |
Subsidiary
|
Equipment Manufacturing and Investment
|
2. |
Apollo FBC Crushing Equipments Limited |
Subsidiary
|
Equipment Manufacturing
|
3. |
PFH Agri Equipment India Private Limited |
Associate
|
Agriculture and construction Equipment Manufacturing
|
Further, a statement containing salient features of the financial
statements of our subsidiaries in the prescribed format AOC-1 is appended as "Annexure-A"
to the Board's Report. The statement also provides the details of performances,
financial position of each of the subsidiaries.
The Company does not have any Joint Venture.
CORPORATE GOVERNANCE:-
A separate report on Corporate Governance Compliance as stipulated in
Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") forms part of the Director's Report.
AUDIT COMMITTEE:-
The Company has in place an Audit Committee in terms of requirements of
the Act read with rules framed thereunder and Listing Regulations. The details relating to
the Composition, Meetings and attendance of members of Audit Committee are given in the
Corporate Governance Report forming part of this report. The recommendations of Audit
Committee were duly accepted by the Board of Directors.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
As per Listing Regulations, the Management Discussion and Analysis, is appended to this
report.
DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-
- Resignation / Cessation
During the year under review, none of the Directors or KMPs resigned from the
Company.
- Appointments
During the year under review, none of the Directors or KMPs was appointed.
- Retirement by Rotation
At the ensuing Annual General Meeting Mr. Manibhai V. Patel and Mrs. Nayna A.
Patel who retires by rotation and being eligible offers themselves for re-appointment.
There being no other changes in Directorship or KMPs of the Company during the year
under review.
The details of Directors seeking appointment, re-appointment at the ensuing Annual
General Meeting has been provided in the Notice of the Annual General Meeting, forming
part of the Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 (5) of the Companies Act,
2013 ("Act"), and based on the representations received from the operating
management, the Directors hereby confirm:
- that in the preparation of Annual Accounts, the applicable Accounting Standards had been
followed and that no material departures have been made from the same.
- that they had selected such Accounting Policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the Financial Year and of the profit
or loss of the Company for that period.
- that they had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
- that they had prepared the Annual Accounts on a going concern basis.
- that the Company had adequate internal systems and controls in place to ensure
compliance of laws applicable to the Company.
- that the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:-
All the Independent Directors have given declaration to the Company
stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there
has been no change in the circumstances which may affect their status as independent
director during the year.
BOARD MEETINGS:-
The Board of Directors duly met 6 (Six) times respectively on
23.04.2022, 30.05.2022, 09.08.2022, 12.09.2022, 14.11.2022 and 14.02.2023 in respect of
which meetings proper notices were given and the proceedings were properly recorded and
signed. The details of the Board Meetings and the attendance of the Directors are provided
in the Corporate Governance Report attached hereto which forms part of this Report.
BOARD EVALUATION:-
The Companies Act, 2013 states that a formal annual evaluation needs to
be made by the Board that of its committees and individual Directors.Schedule IV to the
Companies Act, 2013 states that the performance evaluation of Independent Directors shall
be done by the entire Board of Directors, excluding the Director being evaluated. The
Board works with the Nomination & Remuneration Committee to lay down the evaluation
criteria for the performance of Executive/ Non- Executive/ Independent Directors.
The evaluation of all the Directors, Committees and the Board as a
whole was conducted based on the criteria and framework adopted by the Board and results
of the evaluation is satisfactory and adequate and meets the requirements. The Board
approved the evaluation results as collated by the Nomination & Remuneration
Committee.
DETAILS OF COMMITTEE OF DIRECTORS:
Composition of Audit Committee of Directors, Nomination and
Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee
of Directors, number of meetings held of each Committee during the Financial year 2022-23
and meetings attended by each member of the Committee as required under the Companies Act,
2013 are provided in Corporate Governance Report and forming part of the report.
REMUNERATION POLICY:-
A Nomination and Remuneration Policy has been formulated pursuant to
the provisions of Section 178 and other applicable provisions of the Companies Act, 2013
and Rules thereto stating therein the Company's policy on appointment and
remuneration of Directors and Key Managerial Personnel which was approved and adopted by
the Board of Directors in its Meeting held on May 30, 2014. the same was reconstituted on
30th June, 2020. The Remuneration Policy is stated in the Corporate Governance Report. The
weblink for the Remuneration policy is http://apollo.co.in/ invester-zone.php
CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-
The particulars regarding conservation of energy, technology absorption
and Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure
B".
ANNUAL RETURN:-
Annual Return in pursuance to Section 92(3) of the Companies Act, 2013
for the financial year 2022-23 is placed on the website of the Company and the same can be
accessed through web link http://apollo.co.in/invester-zone.php
VIGIL MECHANISM / WHISTLE BLOWER POLICY:-
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest standards of
professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil
Mechanism/Whistle Blower Policy. This policy is explained in corporate governance report
and also posted on the website of company and the weblink of the same is
http://www.apollo.co.in
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment of
Women at Workplace in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder
and Internal Complaints Committee has also been set up to redress complaints regarding
sexual harassment. During the year, no complaint with allegations of sexual harassment was
received by the Company.
CORPORATE SOCIAL RESPONSIBILITY:-
During the year under review, the provisions of Corporate Social
Responsibility were not applicable to the Company and accordingly company was not required
to spend any amount towards CSR Policy. However, Company has constituted CSR Committee and
adopted CSR Policy therefore the brief outline of the Company's CSR policy, including
overview of projects or programs proposed to be undertaken and a reference to the web-link
to the CSR policy and projects or programs is available on the Company's website www.apollo.co.in
for reference. Further the details of composition of CSR Committee and it's meetings
and attendance of members are mentioned in the Corporate Governance report. As the
provisions of CSR were not applicable to the Company during the year therefore the annual
report on CSR activities is not attached with this report.
STATUTORY AUDITORS:-
M/s. DJNV & Co.,Chartered Accountants (ICAI Registration No.
115145W) will complete their present term on conclusion of this AGM and will complete a
consecutive tenure of ten years.
Consequent to the retirement of the existing Statutory Auditors of the
Company M/s. DJNV & Co., the Board of Directors of the Company (the Board')
at its meeting held on 14th August, 2023, on the recommendation of the Audit Committee
(the Committee'), placed a proposal for the approval of the Members, the
appointment of M/s. MAAK &
Associates (FRN:135024W), Chartered Accountants, Ahmedabad, as a
Statutory Auditors of the Company for the period of 5 (Five) years i.e. from the
conclusion of 36th AGM to be held in the year 2023 till the conclusion of 41st AGM to be
held in the year 2028 at a Remuneration of Rs. 7,00,000/- plus GST, out-of-pocket,
travelling and other expenses, etc., as may be mutually agreed between the Board of
Directors of the Company and the said Auditors.
COMMENTS ON AUDITORS' REPORT:-
There is no adverse comment in the Auditors' Report which requires
any further explanation.
SECRETARIAL AUDITOR:-
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Ashish Shah & Associates, a firm of Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for FY 2022-2023. The
Secretarial Audit Report is appended to this report as "Annexure C".
COMMENTS ON SECRETARIAL AUDITORS' REPORT AND REPLY OF DIRECTORS:-
The Secretarial Auditor has risen following qualifications in his
report:
- Company made delay of 1 day in submission of disclosure for Related Party Transactions
with the Stock Exchange(s) for the half year ended on 31st March, 2022. Both the Stock
Exchange(s) (BSE and NSE) have levied a penalty of Rs. 5,900/- and 5,900/- respectively
for such delay.
With respect to above qualifications raised by the Secretarial Auditor,
the Company has paid fine with both the Stock Exchange(s) and have ensured future
compliance in this matter.
- Company has made delay of 7 days in filing of Form IEPF-1 for the filing of details of
Unclaimed and unpaid dividend for the financial year 2014-15.
With respect to above qualifications raised by the Secretarial Auditor,
the Company would like to say that due to technical errors on the web portal of MCA, there
was delay in uploading and submitting the form.
- Company has not filed Form IEPF-2 for details of unclaimed and unpaid dividend for the
last six financial years.
With respect to above qualifications raised by the Secretarial Auditor,
the Company could not fetch the relevant data in the form and could not get submitted on
the web portal of MCA.
- Company has made delay in filing of Form IEPF-4 for the financial year 2014-15 regarding
transfer of shares in respect of which dividend for the 7 consecutive years had been
unclaimed and unpaid with IEPF authority.
With respect to above qualifications raised by the Secretarial Auditor,
the Company would like to say that as there was delay in filing Form IEPF-1 there was
subsequent delay in generating corporate actions.
COST AUDITORS AND COST RECORD:-
Your Company was not required to appoint a cost auditor of the Company
for FY 2022-2023. The Company has maintained the cost records as per the provisions of
Section 148 of the Companies Act, 2013 and the rules made thereunder.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-
No guarantees were given. Details of Loans, Investments covered under
the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements. (Refer Note No. 4,10,14,38)
PARTICULARS OF CONTRACTS OR ARRANGEMENTS RELATED PARTIES:-
During the period under review there were transactions with related
parties as defined under Section 188 of the Companies Act, 2013. Details of the same are
annexed in "Annexure D" and forming part of this report
INTERNAL CONTROL SYSTEMS:-
The Company has an adequate system of internal control procedures which
is commensurate with the size and nature of business. Detailed procedural manuals are in
place to ensure that all the assets are safeguarded, protected against loss and all
transactions are authorized, recorded and reported correctly. The internal control systems
of the Company are monitored and evaluated by internal auditors and their audit reports
are periodically reviewed by the Audit Committee of the Board of Directors.
PARTICULARS OF EMPLOYEES:-
The information required under section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
- The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year.
Sr. No |
Name of the Director |
Designation
|
Ratio to median remuneration
|
1 |
Mr. Asit A. Patel |
Managing Director
|
3:1
|
Remuneration drawn by the Managing Director includes perquisites. The
Non-executive directors are not paid any remuneration except sitting fees for attending
the meetings of the Board and / or Committees thereof which is within the limits
prescribed by the Companies Act, 2013
- The percentage increase in remuneration of each Director, Chief Executive Officer, Chief
Financial Officer, Company Secretary in the financial year.
Percentage Increase in Remuneration for FY
2022-2023 |
MD/CEO |
-4.00% |
CFO |
1.82% |
CS |
4.86% |
- The percentage increase in the median remuneration of employees in the financial year:-
(15.01)%
- The number of permanent employees on the rolls of the Company: 76 Nos.
- Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
The Average percentile increase/decrease made in salaries of employees
is 0.29% while that of KMP is 2.68%
The Managerial Personnel are responsible for the consolidated
performance of the Company, unlike non- managerial personnel. Thus, it is not meaningful
to compare the increase in their remuneration with that of the other employees who do not
have similar responsibilities.
- Affirmation that the remuneration is as per the remuneration policy of the company
The Company affirms remuneration as per the remuneration policy of
the Company.
Information as per Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:
- The company does not have any employee covered under the provisions of section 197(12)
of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
remuneration of Managerial Personnel) Rules, 2014.
- The statement containing the names of top ten employees will be made available on
request sent to the Company on info@gapollo.net
RISK MANAGEMENT:-
The Company had a Risk Management Committee with defined role and
responsibilities. During the year under review, the Committee was constituted in the
compliance of requirement listing regulations. The details of the same are forming part of
the Corporate Governance Report
EQUAL OPPORTUNITY EMPLOYER:-
The Company has always provided a congenial atmosphere for work to all
employees that are free from discrimination and harassment including sexual harassment. It
has provided equal opportunities of employment to all without regard to their caste,
religion, colour, marital status and sex. The Company has also framed a Policy on
"Prevention of Sexual Harassment" at the workplace in line with provisions of
the Sexual Harassment of women at Workplace (prevention, prohibition and redressal) Act,
2013 and the Rules there under for prevention and redressal of complaints of sexual
harassment at workplace. All the employees are treated with dignity with a view to
maintain a work environment free from harassment whether physical, verbal or
psychological. There were no cases reported under the said Policy during the year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the ends of the
financial year of the Company to which the financial statements relate and the date of the
report.
COVID -19 IMPACT
The impact of COVID-19 pandemic started worldwide and lockdown was
announced which had severe impact on the business globally. This resulted in the slowdown
of activities of the Company. It must be noted that the COVID-19 is an unprecedented
phenomenon faced by all and as the pandemic has not been eradicated completely; the
situation is very uncertain and has not completely stabilized.
SIGNIFICANT AND MATERIAL ORDERS
There are no material orders passed by Regulators, Courts or Tribunals
impacting the going concern status and company's operations in future.
REPORTING OF FRAUD:
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and/or Board under
section 143(12) of Act and Rules framed thereunder.
DISCLOSURE OF ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR:
No Commission was drawn by the Managing Director during the financial
year.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:
During the year under review, the Company has not made any application
before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for
recovery of outstanding loans against customer and there is no pending proceeding against
the Company under Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
It is not applicable to the Company, during the financial year.
INDUSTRIAL RELATIONS:-
The relationship with the workmen and staff remained cordial and
harmonious during the year and management received full cooperation from employees.
CAUTIONARY STATEMENT:-
Statements in the Boards' Report and the Management Discussion and
Analysis describing the Company's objectives, explanations and predictions, may be
forward looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statement. Important factors
that could influence the company's operations include: global and domestic demand and
supply conditions affecting selling prices, new capacity additions, availability of
critical materials and their cost, changes in government policies and tax laws, economic
development of the country, and other factors which are material to the business
operations of the Company.
ACKNOWLEDGEMENT:
Your Directors place on record their sincere appreciation for the
continuous support and cooperation received from the Business Associates including
vendors, customers and Banks. Your Directors greatly appreciate overwhelming cooperation,
dedication, commitment and contribution made by employees at all levels and look forward
for their continued support in future as well. Your Directors would also wish to place on
record their gratitude to the shareholders for having faith on the management of the
Company.
For and on behalf of the Board of Directors
Place : Ahmedabad Dated : 14th August, 2023 |
Asit A. Patel Managing Director
|
Nayna A. Patel Director
|
|
DIN:00093332
|
DIN:05199350
|
|