amulya leasing finance ltd Directors report


To the Members of

Apollo Pipes Limited,

Your Directors are pleased to present the 37th Annual Report on the business and operations of your Company along with the Audited Financial Statement for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE:

The Companys financial performance for the year under review along with the previous years figures is given hereunder:

(Rs In Lakh)

Particulars

FY 2022-23 FY 2021-22
Gross sales 91,452.34 78,407.54
Add : Other income 196.36 379.36
Total revenue 91,648.70 78,786.90
Operating expenses 84,649.26 69,068.41

EBIDTA

6,999.44 9,718.49
Less : Finance cost 886.37 428.77
Less : Depreciation and amortization 2839.32 2,570.16
Profit before tax (PBT) 3273.74 6,719.56
Less : Tax expense 882.25 1,743.07

Profit after tax for the year (PAT)

2391.48 4,976.49

The Companys gross turnover in financial year 2022-23 increased significantly by 17% from B 78,407.54 Lakh to B 91,452.34 Lakh. The EBIDTA has been decreased by 28% from B 9,718.49 Lakh to B 6,999.44 Lakh for the year under review. The Net Profit of the Company has also decreased by 52% from B 4,976.49 Lakh to B 2,391.48 Lakh during the year under review. Continuous correction in raw material price led to decrease in margins due to immediate pass on of the same in the market, resulting into inventory Loss.

DIVIDEND

The Board of Directors of the Company is pleased to recommend a dividend @6% (B 0.6 per share) as final dividend on the equity shares for the financial year 2022-23 for the approval of Members of the Company at the ensuing Annual General Meeting. The payment of dividend will be subject to deduction of applicable taxes.

Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), the Company has a Dividend Distribution Policy. During the year, there have been no changes to the policy and the same is available on our website at https://www.apollopipes.com/media/product/ Microsoft-Word-28-Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

OVERVIEW

India displayed resilience in an otherwise dull economic environment registering strong GDP growth. This growth was underpinned by Government thrust on capital expenditure and robust private consumption.

While inflation remained elevated throughout the year, RBIs interventions helped scale inflation below the upper tolerance levels towards the close of the fiscal. Despite a dismal global economic environment, India recorded its highest export numbers. The Governments revenue collection also scaled new heights.

Optimism in India soared with the announcement of the Union Budget 2023-24, which allocated a massive amount to world-class infrastructure creation, the benefit of which is expected to cascade to multiple sectors.

India is likely to retain its spot among the fastest-growing major economies in the world in FY24, although estimates suggest a dip in GDP. This conservative assessment is due to global risks that could impact Indias progressive journey.

BUSINESS PERFORMANCE

Your Company reported a healthy performance as business volumes grew beyond the budgeted numbers. Revenue from operations and business profitability dropped due to the PVC price volatility.

The Company sustained its investments in debottlenecking capacities and augmenting capabilities for its cPVC and HDPE pipes and fittings. The Company continued to rejuvenate its product basket with customer-relevant products.

Branding initiatives continued throughout the year through social media campaigns and other electronic media to enhance product and brand visibility.

The management has drawn up a comprehensive business plan for expanding capacities through greenfield and brownfield initiatives.

PROSPECTS

Resurgence in the real estate sector provides considerable promise for improved business performance. Further reduced inflationary pressures and stability in input prices suggest improved profitability going forward. The Companys focus on strengthening its presence further in the building products segment should improve margins.

PROJECTS

Your Company has planned a massive investment of B 500 Crore in capacity creation through multiple projects across India. This will include brownfield expansions and setting up new facilities. The combination of these additions will more than double its operating capacity. The Company plans to fund this project through Capital infusion via Preferential Allotments of Convertible Warrants and internal accruals.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Controls within the meaning of Section 134(5)(e) of the Companies Act, 2013 (the "Act"). For the financial year ended March 31, 2023, the Board is of the opinion that the Company had sound Internal Financial Controls commensurate with the size and nature of its operations and are operating effectively and no reportable material weakness was observed in the system during the year.

Based on annual Internal Audit programme as approved by Audit Committee of the Board, regular internal audits are conducted covering all offices, factories and key areas of the business. Findings are placed before Audit Committee, which reviews and discusses the actions taken with the management. The

Audit Committee also reviews the effectiveness of Companys internal controls and regularly monitors implementation of audit recommendations.

There are existing internal policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Act, the Annual Return as required under Section 92 of the Act for the financial year 2022-23, is available on the Companys website at https://www.apollopipes.com/extract-of-annual-return#investor.

SUBSIDARY COMPANIES, JOINT VENTURES AND ASSOCIATES

During the year under review, the Company had no subsidiary, joint venture(s) or associate(s) companies. Hence, disclosure in form AOC-1 is not applicable to the Company.

DEPOSITS

Your Company has neither accepted nor renewed any public deposits within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014, during the year under report.

SHARE CAPITAL

As on March 31, 2023, the Authorized Share Capital of the Company stood at B 45,00,00,000/- (Rupees Forty Five Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of B10/- (Rupees Ten only) each.

The Paid up Equity Share Capital of the Company as on March 31, 2023 was B 39,32,82,060/- (Rupees Thirty Nine Crore Thirty Two Lakh Eighty Two Thousand and Sixty) divided into 3,93,28,206 (Three Crore Ninety Three Lakh Twenty Eight Thousand Two Hundred and Six) equity shares of B 10/- (Rupees Ten only) each.

During the year, in accordance with provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, The Company had allotted 47,20,000 (Forty Seven Lakh and Twenty thousand) warrants on preferential basis, on May 10, 2023, to persons belonging to ‘Promoter and Promoter group and ‘Non-Promoter category carrying a right to subscribe to one Equity Share per Warrant, for cash of face value of B 10/- each at an issue price of B 550/- per warrant aggregating upto B2,59,60,00,000/- (Rupees Two Hundred Fifty-Nine Crore and Sixty Lakh Only) to be convertible at the option of the warrant holder in one or more tranches within 18 months from the date of allotment.

Consequent to the said allotment, the Paid-up Equity Share Capital of the Company on fully diluted basis shall be B 44,04,82,060 (Forty Four Crore Four Lakh Eighty Two Thousand and Sixty only) divided into 4,40,48,206 (Four Crore Forty Lakh Forty Eight Thousand Two Hundred and Six) equity shares of B 10/- (Rupees Ten Only) each.

The Company has neither issued shares with differential voting rights nor has issued any sweat equity shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Mr. Sameer Gupta will retire at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment.

The Company has received declaration from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"). Further, pursuant to the Regulation 25(8) of the Listing Regulations, Independent Directors of the Company declared that they are not aware of any circumstances or situation that exists or can be anticipated which could render them incapable of performing their duties with reasonable independent judgement and without any external influence. The Board took the same on record after undertaking assessment of its veracity.

In the opinion of the Board, all the Independent Directors are person of integrity and having requisite expertise, skills and experience (including the proficiency) required for their role and are independent of the management.

Composition of the Board of Directors of the Company as on 31.03.2023:

1. Mr. Sameer Gupta (DIN: 00005209) - Chairman & Managing Director (Executive)

2. #Mr. Arun Agarwal (DIN:10067312) – Joint Managing Director ( Executive)

3. VMr. Ashok Kumar Gupta (DIN: 01722395) - Director (Non-Executive and Non-Independent)

4. @Mr. Pradeep Kumar Jain (DIN: 08063400) - Director (Non-Executive and Independent)

5. @Ms. Neeru Abrol (DIN: 01279485) - Director (Non-Executive and Independent)

6. Mr. Abhilash Lal (DIN: 03203177) – Director (Non-Executive and Independent)

Note:

#Mr. Arun Agarwal (DIN:10067312) was appointed as Additional Director on March 14, 2023 and designated as Joint Managing Director w.e.f. April 01, 2023 and the said appointment was subsequently approved by the Members in the duly convened EGM held on April 13, 2023 and Mr. Sanjay Gupta (DIN: 00233188) has resigned from the directorship w.e.f. March 14, 2023.

VMr. Ashok Kumar Gupta (DIN: 01722395) was appointed in place of Mr. Saket Agarwal as Director(Non-Executive in the category of Non- Independent) w.e.f May 06,2022 and the said appointment was subsequently approved by the Shareholders through Postal Ballot on July 06, 2022.

@Mr. Pradeep Kumar Jain (DIN:08063400) and Ms. Neeru Abrol ( DIN: 01279485) were reappointed as Independent Directors of the Company w.e.f. January 30, 2023.

PARTICULARS OF REMUNERATION

Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as Annexure - A. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. Any Member interested in obtaining such particulars may write to the Company Secretary at email- compliance@apollopipes.com . The said information is available for inspection at the Corporate Office of the Company during working days of the Company up to the date of the ensuing Annual General Meeting.

AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

In terms of Section 139 of Companies Act, 2013 ("the Act"), M/s. VAPS & Company, Chartered Accountants, (Firm Registration No. 003612N) had been appointed as Statutory Auditors of the Company in the 34th Annual General Meeting held on September 29, 2020 to hold the office from the conclusion of the said Annual General Meeting till the conclusion of the 39th Annual General Meeting to be held in year 2025.

The report of Statutory Auditor on the financial statements for the financial year ended on March 31, 2023, is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

B. Cost Auditors

In terms of Section 148 of the Act, the Company is required to get the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company in its meeting held on July 25, 2023 had, upon the recommendation of the Audit Committee, approved the appointment of M/s HMVN & Associates, Cost Accountants (FRN: 000290) as the Cost Auditors of the Company for the year ended March 31, 2024.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. Accordingly, appropriate resolution will form part of the Notice convening the Annual General Meeting (AGM). The approval of the Members is sought for ratifying the remuneration of B1,00,000/- (Rupees One Lakh Only) excluding GST as applicable payable to the Cost Auditors for the financial year ending March 31, 2024.

M/s HMVN & Associates, Cost Accountants (FRN: 000290) have vast experience in the field of cost audit and have been conducting the audit of the cost records of various big Companies for many years. The Cost Audit Report of the Company for the financial year ended March 31, 2023 will be filed with the Ministry of Corporate Affairs (MCA). The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board of Directors had appointed M/s Anjali Yadav & Associates, Company Secretaries in practice as Secretarial Auditor to carry out the Secretarial Audit of the Company for the financial year 2022-23. The report given by them for the said financial year in the prescribed format is annexed to this report as Annexure - B. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark etc. Further, the Board has appointed the said firm for conducting the Secretarial Audit for Financial Year 2023-24 also.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2023, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on ‘arms length basis and were in compliance with the applicable provisions of the Act read with Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 (Listing Regulations).

Further, the Company has not entered into any contract or arrangement or transaction with the related parties which were not on ‘arms length basis or which could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the above, it is not required to provide the specific disclosure of related party transactions in form AOC-2.

Your Directors draw attention of the Members to Note no. 37 of the Financial Statement which sets out related party disclosures.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

The Company, under the Apollo Pipes Limited Employee Stock Option Scheme – 2020 ("the Scheme") approved by the Shareholders vide postal ballot on April 21, 2020, grants share-based benefits to eligible employees of the Company with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Companys objectives, and promoting increased participation by them in the growth of the Company. The total number of equity shares to be allotted pursuant to the exercise of the stock incentives under the Scheme to the employees of the Company shall not exceed 4,00,000 equity shares. The following disclosures are being made under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and the said disclosure is also available on the website of the Company at www.apollopipes.com :

S. No.

Particulars (During the financial year ended March 31, 2023)

Apollo Pipes Limited Employee Stock Option Scheme – 2020

1 Date of Shareholders approval April 21, 2020
2 Total number of options approved under ESOS 4,00,000

3

Vesting requirements

Options granted would vest not less than 1 year and not more than 4 years from the date of employment of the relevant employee.

4

Exercise price or pricing formula

The Exercise price of the shares will be the Market Price of the shares one day before the date of grant of options.

5 Maximum term of options granted 4 years
6 Source of shares Secondary
7 Variation in terms of options No Variation during FY 2022-23
8 Method used to account for ESOS Fair value
9 Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. NA
10 Option movement during the year: Number of options outstanding at the beginning of the period 1,48,200
Number of options granted during the year 40,200 options (granted on 24.01.2023)
Number of options lapsed during the year 21,900
Number of options vested during the year 1,26,300
Number of options exercised during the year 39,000
Number of shares arising as a result of exercise of options 39,000
Money realized by exercise of options (INR), if scheme is implemented directly by the company Refer note below*
Loan repaid by the Trust during the year from exercise price received 69,89,800
Number of options outstanding at the end of the year 1,27,500
Number of options exercisable at the end of the year 1,27,500
11 Weighted-average exercise prices and weighted- average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. Excercise Price pre-determined is B166 per option. Fair value of per option cost is B434.47
12 Employee wise details of options granted to - Senior Managerial Personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; Mr. Ajay Kumar Jain - 20,000
Mr. Ankit Sharma - 6,000
Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and None
Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. None
13 A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:
a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model; Expected volatility in the range of 44.71% to 47.70%
Expected option life in 3 years to 4.50 years
Expected Dividend Yield is 0.09%
Risk free Rate in the range of 7% to 7.16%
b) the method used and the assumptions made to incorporate the effects of expected early exercise; NA
(c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and -
(d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition. -

Note: Total amount realized by exercise of options is B 64,74,000 (excluding TDS amount of B 37,83,350).

Note: All figures are mentioned after taking impact of Bonus Issue of shares.

The Certificate from the Secretarial Auditors of the Company certifying that the scheme is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members would be placed at the Annual General Meeting for inspection by Members.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 sub-section 3(c) and sub-section 5 of the Act, your Directors to the best of their knowledge hereby state and confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanations relating to material departures.

b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as at March 31, 2023 and of the Companys profit for the year ended on that date.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual financial statements have been prepared on a going concern basis.

e. The internal financial controls were laid down to be followed that and such internal financial controls were adequate and were operating effectively.

f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with the provisions of Section 135 and Schedule VII of the Act, the Company has framed its Corporate Social Responsibility (CSR) policy for development of programmes and projects for the benefit of weaker sections of the society and the same has been approved by Corporate Social Responsibility Committee (CSR Committee) and the Board of Directors of the Company. The Corporate Social Responsibility (CSR) policy of the Company provides a road map for its CSR activities.

During the year under review, the Company has made contribution of B120 Lakh for various CSR purposes in compliance to the provisions of the act relating to Corporate Social Responsibility.

The Annual Report on CSR activities containing the all requisite details (including brief of CSR Policy, CSR Committee as well as expenditure details) is annexed herewith as Annexure - C.

The CSR Policy has been uploaded on the Companys website and may be accessed at the link: https://www.apollopipes. com/media/product/244084920 CSR Policy of Apollo Pipes Limited.pdf .

During the year under review, no change has been carried out in the CSR Policy.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

In terms of Section 186 of the Act and rules framed thereunder, details of Loans (including purpose thereof ), Guarantees given and Investments made have been disclosed in the Notes to the financial statements for the year ended March 31, 2023.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Act read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as Annexure - D forming part of this report.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report is annexed to this report as Annexure - E.

The Corporate Governance Report which forms part of this report, inter-alia, also covers the following:

a) Particulars of the five (5) Board Meetings held during the financial year under review.

b) Details about Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.

c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

e) Details regarding Risk Management including details of development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the requirement of Regulation 34(2) (e) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report forms part of the Annual Report of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in a separate section forming part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

During the period under review, the Company has duly complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act and an Internal Complaints Committee has also been constituted to redress complaints received regarding Sexual Harassment.

No complaint of sexual harassment was received during the financial year 2022-23.

OTHER DISCLOSURES AND REPORTING

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:

1. Change in the nature of business of the Company.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report.

3. Significant or material orders passed by the regulators or courts or tribunal which impacts the going concern status and companys operations in future.

4. 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.

5. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

6. In terms of Regulation 82 of the SEBI Regulations, the Company has appointed Care Ratings Limited as the Monitoring Agency vide agreement dated March 14, 2023 for monitoring the use of the net proceeds of Preferential Issue of Warrants.

7. Reporting of any incidence of fraud under section 143(12) of the Act during the period under review.

8. 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 reporting year, all the recommendations of the Audit Committee were accepted by the Board of Directors.

APPRECIATION

Yours Directors take this opportunity to express their appreciation for the co-operation received from the customers, vendors, bankers, stock exchanges, depositories, auditors, legal advisors, consultants, stakeholders, business associates, Government of India, State Government, Regulators and Local Bodies during the period under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by the employees of the Company.

For and on behalf of Board of Directors of

Apollo Pipes Limited

Sd/-

Sameer Gupta

Place: Noida Chairman & Managing Director
Date: July 25, 2023 (DIN: 00005209)