DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting the Twenty Eighth Annual Report for the year ended 31st March, 2015. OPERATIONAL REVIEW: Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes. During the year under review, the Company had a gross turnover and net turnover of Rs. 6,746.33 Lacs and Rs. 8,674.50 Lacs respectively, showing a growth of approx.41%. Total expense was Rs. 7,335 Lacs against 5,801.68 Lacs in the previous year. The Company's Profit before exceptional items and tax was Rs. 34.35 Lacs which was negative Rs. 334.92 in the Previous Year. The Company had earned Net profit of Rs. 13,596.52 during the previous year due to an extraordinary item being consideration on sale of business amounting Rs. 13,680.35 and it was recorded negative Rs. 258.27 during current year due to tax appropriations. The Basic EPS of the Company for FY 2014-15 is Rs. -1.70 and Diluted is Rs. - 1.68. For detailed analysis of the performance, please refer to the Management's Discussion and Analysis Section of the Annual Report. BUYBACK OF EQUITY SHARES: The Company had initiated Buy-Back of Equity shares from the owners/beneficial owners of the Equity Shares, other than the promoters and persons acting in concert, from the Open Market through the Stock Exchange mechanism using the electronic trading facilities of BSE Limited and The National Stock Exchange of India Limited ("Stock Exchanges") at a price not exceeding Rs. 125/- per Equity Share payable in cash for an aggregate amount not exceeding Rs. 16.50 Crore (excluding the Transaction Costs). The Company has bought back 7,85,294 Equity Shares (PY 6,34,379 Equity Shares) totaling 14,19,673 Equity Shares utilizing a total of Rs. 15.2866 Crore (excluding Transaction Costs) and closed the offer on 30.06.2014. DIVIDEND: Your Directors are pleased to recommend a dividend of Rs. 2.5/- per share on Equity Shares of the Company on 1,51,55,327 (Post Buy-Back) Equity shares of the Company. TRANSFER TO RESERVE: The Company is proposes to carry Rs. 1000 Lacs to General Reserves. DEPOSITS: During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. Deposits aggregating Rs. 40,000 were due for repayment on or before 31st March, 2015 but not claimed by the depositors as on that date. The Company has complied with the provisions of the relevant Rules. There is no overdue deposit as on 31st March, 2015. CONSOLIDATED ACCOUNTS: As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The audited consolidated financial statements received from subsidiaries as approved by their respective Board of Directors have been prepared in accordance with Accounting Standards- 21 (AS - 21) read with AS-23 on the Accounting for investment in Associates and AS - 27 on financial reporting of interests in Joint Ventures. Further, a statement containing salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as "Annexure-A" to the Board's Report. The statement also provides the details of performances, financial position of each of the subsidiaries. CORPORATE GOVERNANCE:- As per Clause 49 of the Listing Agreement with the stock exchange, a separate section on corporate governance practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is forming part of this Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:- As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, is appended to this report. DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-1L Resignation / Cessation During the year under review, none of the Directors or KMPs resigned from the Company, though there was change in designation of Mr. Anand A. Patel from Whole-Time Director to Director w.e.f. 15.09.2014. 2. Appointments To comply with the requirements of Section 149(1) of the Companies Act, 2013 read with amended Listing Agreement, Mrs. Kapilaben Ashokbhai Patel was appointed as an Additional Non Executive Woman Director on the board of the Company with effect from 14th February, 2015. Further Mrs. Nayna Asit Patel was appointed as an Additional Non Executive Director on the board of the Company with effect from 1st April, 2015. During the period under review, Mr. Naman Patel was appointed as an additional Non Executive Independent Director of the Company with effect from 1st April, 2015. During the period under review, Mr. Bharat P. Dave, who was already been appointed as Chief Financial Officer of the Company before implementation of Companies Act, 2013 was re-designated as a Chief Financial Officer (CFO) of the Company under the provisions of the Companies Act, 2013. 3. Retirement by Rotation At the ensuing Annual General Meeting Mr. Anilkumar T. Patel and Mr. Manibhai V. Patel who retires by rotation and being eligible offers themselves for re-appointment. There being no other changes in directorship of the Company during the year under review. As required under Clause 49 of the Listing Agreement, the details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm: • that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same. • that they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that period. • that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. • that they have prepared the Annual Accounts on a going concern basis. - that the Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company. • that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DECLARATION BY INDEPENDENT DIRECTORS:- All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year. BOARD MEETINGS:- The Board of Directors duly met 5 (Five) times respectively on 30.05.2014, 14.08.2014, 14.11.2014, 14.02.2015 and 30.03.2015 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report. BOARD EVALUATION:- Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of executive/ non-executive/ independent directors. The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board and results of the evaluation is satisfactory and adequate and meets the requirements. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee. DETAILS OF COMMITTEE OF DIRECTORS: Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stake Holders Relationship/ Grievances Committee of Directors, number of meetings held of each Committee during the Financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report. REMUNERATION POLICY:- A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company's policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors in its Meeting held on May 30, 2014. The Remuneration Policy is stated in the Corporate Governance Report. CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:- The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure B". ANNUAL RETURN:- The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure C". VIGIL MECHANISM / WHISTLE BLOWER POLICY:- In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also posted on the website of company i.e. <http://www.apollo.co.in> CORPORATE SOCIAL RESPONSIBILITY:- The report on CSR activities pursuant to clause pursuant to clause (o) sub-section (3) of section 134 of The Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014 is annexed in "Annexure D" and forming part of this report. STATUTORY AUDITORS:- As per the provisions of Section 139(1) of the Companies Act, 2013 every Company shall appoint an individual or firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of every sixth meeting. However, such appointment is subject to ratification by members at every annual general meeting. M/s. DJNV & Co., Chartered Accountants, who are the statutory auditors of the Company, who holds office till the conclusion of the ensuing AGM and are eligible for re-appointment. Pursuant to the provisions of section 139(1) of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint, M/s. DJNV & Co., Chartered Accountants as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion Annual General Meeting for the financial year 2019-20 and the same is subject to ratification by members at every AGM. The Company has received letters from, M/s. DJNV & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company. COMMENTS ON AUDITORS' REPORT:- There is no adverse comment in the Auditors' Report which requires any further explanation. SECRETARIAL AUDITOR:- Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashish Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2014-2015. The Secretarial Audit Report is appended to this report as "Annexure E". COMMENTS ON SECRETARIAL AUDITORS' REPORT:- "delay in filing of forms and resolutions with Registrar of Companies, Gujarat." In view of New Companies Act, 2013 coming into force, there was a scenario of ambiguity along with some technical issues, some of the forms and resolutions were delayed to be filed with Registrar of the Companies, Gujarat. The Company assures to streamline the same. COST AUDITORS: Your Company has appointed M/s. P. D. Modh & Associates, Cost Accountants, Ahmedabad as a Cost Auditors' of the Company for the financial year ending on 31st March, 2016 at the remuneration as set out in item No 6 of the explanatory statement which is subject to the approval of members in the ensuing Annual General Meeting. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:- Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. RELATED PARTY TRANSACTIONS (RPT):- During the period under review there were transactions with related parties as defined under Section 188 of the Companies Act, 2013. Details of the same are annexed in "Annexure F" and forming part of this report. INTERNAL CONTROL SYSTEMS:- The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. PARTICULARS OF EMPLOYEES:- The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year. This cannot be ascertain as the Directors do not draw any Remuneration. RISK MANAGEMENT:- The Company had a Risk Management Committee with defined role and responsibilities. During the year under review, the Committee was constituted in the compliance of requirement of clause 49 of the listing agreement. EQUAL OPPORTUNITY EMPLOYER:- The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on "Prevention of Sexual Harassment" at the workplace in line with provisions of the Sexual Harassment of women at Workplace (prevention, prohibition and redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. All the employees are treated with dignity with a view to maintain a work environment free from harassment whether physical, verbal or psychological. There were no cases reported under the said Policy during the year. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. SIGNIFICANT AND MATERIAL ORDERS There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company's operations in future. INDUSTRIAL RELATIONS:- The relationship with the workmen and staff remained co-ordial and harmonious during the year and management received full cooperation from employees. CAUTIONARY STATEMENT:- Statements in the Boards' Report and the Management Discussion and Analysis describing the Company's objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company's operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company. ACKNOWLEDGEMENT: Your Directors place on record their sincere appreciation for the continuous support and cooperation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciates overwhelming cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company. For and on behalf of the Board of Directors Anil T. Patel Chairman _DIN:00096307 Place : Ahmedabad Dated : 13th August, 2015 |