APL Apollo Tubes Ltd Directors Report.

To the members of APL Apollo Tubes Limited,

Your Directors have pleasure in presenting the Thirty Sixth (36th) Annual Report on the business and operations of your company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2021.


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

(Rs. in crore)

Particulars Consolidated Standalone
FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Gross sales 8499.75 7,723.23 6007.96 5,930.81
Add : Other income 35.94 22.18 44.11 27.23
Total revenue 8535.69 7,745.41 6052.07 5,958.04
Profit before Depreciation, Finance Costs and Tax Expense 714.65 499.52 328.07 264.84
Less : Depreciation and amortisation 102.77 95.91 68.18 68.91
Less : Finance cost 66.09 107.27 54.89 82.14
Profit before tax (PBT) 545.79 296.34 205.01 113.79
Less : Tax expense 138.09 40.34 51.23 (1.22)
Profit after tax for the year (PAT) 407.70 256.00 153.78 115.01

The Companys consolidated gross turnover in financial year 2020-21 increased significantly by 10.05 % from RS. 7723.23 crores to RS. 8,499.75 crores. The EBIDTA has been increased by 43.06% from RS. 499.52 crores to RS. 714.65 crores for the year under review. The net profit of the Company has also increased by 59.25% from RS. 256 crores to RS. 407.70 crores during the year under review..


The Board of Directors of the Company has deemed it prudent not to recommend any dividend for the financial year under report and to retain the profits, in order to mitigate the adverse impact caused by the outbreak of Covid-19 pandemic and to augment the resources for meeting the future business objectives.

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. Hence, the same is not annexed to this report, as the same is available on our website at https://aplapollo.com/policies/#policies


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


In Fiscal 2020-21 the Indian economy continued its downslide owing to an overall slowdown in core sectors coupled with withering consumer confidence which impacted consumer driven sectors – real estate and the automobile sectors being the worst impacted. The other factors that impeded economic progress were a muted global economy and declining investment in construction and infrastructure. And even as the green shoots of recovery appeared towards the close of fiscal 2019-20, India got embroiled with the global pandemic which engulfed the nation into a state of despair – India announced the largest lockdown in the world that extended more than 5 weeks which brought the wheels of the economy to a grinding halt. This measure has cast a dark shadow on the prospects of economic progress with economic experts suggesting a sharp economic contraction in the current fiscal. Synced with the a downturn in the real estate and construction sectors, demand for structural steel tubing remained modest during the year under review. The silver lining around the dark clouds is that verticalization as a trend in real estate development is gaining credence not only in metros but also in Tier I and II cities which augurs well for the demand of high-quality structural steel tubes over the coming years. Further, significant Government impetus on creating new-age infrastructure would catalyse demand going forward. APL Apollo being the largest player in structural steel tubes in India with an entrenched presence in the domestic markets and a resilient business model is well-positioned to capitalize on these emerging sectoral trends.


In FY2021, the Company reported a healthy set of results despite a weak operating environment. Revenues grew to RS. 8,499.75 crore in FY 2021 from RS. 7723.23 crore in FY 2020, registering a growth of 10.05%, despite overall muted demand owing to economic deceleration and marked slowdown in key user sectors due to pandemic across the nation. This was largely owing to a combination of factors which include improving product mix, branding, nationwide presence, higher realization and market sentiment. More importantly, we utilised the cash flow prudently between retiring high-cost debt even as we invested in capacity-enhancing measures – for the short-term and the medium-term. Besides, we implemented important steps to create awareness about our products among discerning customers in key markets. We continued our mass branding campaign which included outdoor media, print media, IPL sponsorships and TV ads. Further, we announced the merger of Apollo TriCoat Tubes Limited and an unlisted subsidiary with APL Apollo Tubes Limited as a strategic initiative.


As India endeavours hard to overcome the pains inflicted by the global pandemic, every business house in India will face a very challenging FY2022 like we had faced in FY2021. But, your Companys position is better than most others in our business space owing to its inherent strengths and an improved liquidity position which should help in tiding over these trying times with ease. We have taken important measures – internally and externally – to optimise our cost structures to be able to minimise the impact of this external challenge on business profitability. As well as, your company has planned green field expansion plan at Raipur which will be operational from FY2023 which will give the impetus to the performances. Over the medium term though, the prospects are expected to be significant as we expect the Governments economic stimulus to translate into on-ground opportunities. Our optimism is based on estimates by credible economists who are of the view that Indias economic rebound would be sharp and faster than other nations.

Projects and Expansion Plans

The company targets to increase its installed capacity to 4mn ton in FY22 from 2.6mn ton last year. To add this capacity, the management has identified two new product lines in the value added category: 1) 500x500mm sq diameter tubes under heavy structural tubes segment and, 2) color coated tubes under home dcor segment. Both of these products will have capacity of 200,000 ton each and will be launched in India for the first time which is in line with companys strategy to create new market for structural steel tubes in the long term. The project is being implemented in new greenfield Raipur facility in the state of Chhattisgarh. The total capex of around RS. 279.70 Crores is being funded form the internal accruals.


The World Health Organization declared Covid-19 outbreak as a pandemic just before the beginning of FY21. Responding to the potentially serious threat that this pandemic has to public health, the Indian Government had taken a series of measures to contain the outbreak, which included imposing multiple ‘lock-downs across the country, from March 25, 2020, and extended up till Q1FY21. The lockdowns and restrictions imposed on various activities due to COVID – 19 pandemic had posed challenges to all the businesses including your companys business. Owing to the suspension of the operations due to lockdown across the country, the revenue for Q1FY21 was impacted. The company suspended the production operations from March 25, 2020 and partially resumed production operations from April 22, 2020.

The nationwide lockdown had impacted sales of the companys products in Q1FY21 as the construction sites and companys distributors were shut across India during this period. Further, there were constraints for inter-state and intrastate movement of finished goods.

Impact of COVID-19 after the end of financial year till the date of this report

India was hit hard by the 2nd wave of COVID – 19 pandemic in April 2021. The state governments started announcing simultaneous lockdowns across the country. Major impact of Covid-19 has been felt in the first quarter with both revenue and profit being affected. With opening of domestic market post lockdown, we expect business to improve gradually and that business will start moving upwards from 2nd quarter of FY22.

Estimation of Future Impact of CoVID-19 on operation

The Company has assessed the impact of Covid-19 pandemic on its business operations and has considered relevant internal and external information available up to the date of approval of these financial statements, in determination of the recoverability and carrying value of property, plant and equipment, inventories, and trade receivables. Based on current estimates, the Company expects that the carrying amount of these assets will be recovered. Further, the management believes that there may not be significant impact of Covid-19 pandemic on the financial position and performance of the Company, in the long-term. The Company will continue to closely monitor any material changes to future economic conditions.


The Company has in place, adequate internal financial controls as referred in Section 134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2021 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. The findings of the internal auditors 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, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.


In accordance with the provisions of Section 134 (3)(a) of the Companies Act, 2013, the Annual Return, as required under Section 92 of the Act for the financial year 2020-21, is available on the Companys website at www.aplapollo.com.


The Company had five wholly-owned subsidiaries as on March 31, 2021, namely Shri Lakshmi Metal Udyog Limited (SLMUL), Apollo Metalex Private Limited (AMPL), Blue Ocean Projects Private Limited, APL Apollo Building Products Private Limited and APL Apollo Tubes FZE. Further the Company has one step down subsidiary named Apollo Tricoat Tubes Limited (ATTL), subsidiary of SLMUL.

A report on the performance and financial position of each of the subsidiaries in form AOC-1 is annexed hereto as Annexure ‘A and forms part of this report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, where applicable, will be available for inspection during regular business hours at the companys corporate office at 36, Kaushambi, Near Anand Vihar Terminal, Uttar Pradesh -201010 and the same are also available at our website i.e. www.aplapollo.com.

During the year under review, the Board of Directors of Company, at its meeting held on February 27, 2021, approved a scheme of amalgamation of Shri Lakshmi Metal Udyog Limited and Apollo Tricoat Tubes Limited with the Company and their respective shareholders and creditors, under Sections 230 to 232 of the Companies Act, 2013. The Scheme is subject to receipt of approvals from the shareholders and creditors of the Company as may be directed by the National Company Law Tribunal, Delhi bench ("NCLT"), BSE Limited, National Stock Exchange of India Limited and approval of other regulatory or statutory authorities as may be required.


Your Company did neither accept nor renew or had any outstanding public deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under report.


As on March 31, 2021 the authorized capital of the Company stood at RS. 45 crore divided into 2,25,000,000 equity shares of RS. 2 each.

During the year under review, the face value of Companys equity shares was sub-divided from RS. 10 into 5 equity shares of RS. 2 each pursuant to the approval granted by the members on December 3, 2020. Necessary approvals from the Stock Exchanges for split of shares and NSDL/CDSL for assignment of New ISIN which is INE702C01027 were obtained.

During the financial year under review, the Company allotted; (i) 73,935 equity shares of RS. 10 each at a price of RS. 1438.55 (including premium of RS. 1428.55); (ii) 6,375 equity shares of RS. 10 each at a price of RS. 1028.80 (including premium of RS. 1018.80); (iii) 125,000 equity shares of RS. 2 each at a price of RS. 287.71 (including premium of C. 285.71); and (iv) 24,375 equity shares of RS. 2 each at a price of RS. 205.76 (including premium of RS. 203.76), pursuant to APL Apollo Employees Stock Option Scheme (ESOS-2015) to eligible employees of the Company and of its subsidiaries.

Pursuant to abovesaid allotments of Equity shares, the paid up capital of the Company stands increased from RS. 24.86 Cr to RS. 24.98 Cr comprising of 12,48,96,000 equity shares of RS. 2 each.

The Company has neither issued shares with differential voting rights nor has issued any sweat equity shares. Further it did not issue any bonus shares also during the year under review.


The Company has received the credit ratings from credit rating agencies – ICRA and CRISL as under –

a. ‘ICRA A1+ assigned to RS. 300 crore Commercial Paper programme of the Company.

b. ‘CRISIL A1+ assigned to RS. 500 crore Commercial Paper Programme of the Company.

During the year the Company has issued Commercial papers amounting to RS. 665 Crores for meeting short term fund requirement and the same were redeemed on the maturity date. Further, as on March 31, 2021, no CP was outstanding.


In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Articles of Association of the Company, Shri Sanjay Gupta will retire at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for reappointment.

The tenure of Shri Virendra Singh Jain (DIN: 00253196) as an

Independent Director of the company comes to an end on January 27, 2022. The Board of Directors has recommended with detailed justification thereof for continuation of his appointment beyond July 24, 2021 (on attaining 75 years of age) till January 27, 2022 and also for fresh appointment for the second term from January 28, 2022 to September 30, 2024 pursuant to the provisions of Regulation 171A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions of companies Act, 2013.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as provided in Section 149(6) read with schedule IV of the Companies Act, 2013 and also Regulation 16(I)(b) of the Listing Regulations.


Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as Annexure ‘B. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary. The said information is available for inspection at the registered office of the Company during working days of the Company up to the date of the ensuing annual general meeting.


A. Statutory Auditors

In terms of provisions of the Companies Act, 2013, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Gurugram, (FRN117366W/W-100018), had been appointed as Statutory Auditors of the Company in the 35th Annual General Meeting held on September 29, 2020 to hold the office from the conclusion of the said Annual General Meeting until the conclusion of the 40th Annual General Meeting to be held in year 2025.

The reports of the Auditors on the standalone and consolidated financial statements for the FY 2020-21 do not contain any qualification, observation or adverse remark requiring any explanation on the part of the Board. The observations given therein read with the relevant notes are self-explanatory.

There are no frauds reported by the Auditors under section 143(12) of the Act.

B. Cost 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 had, on the recommendation of the Audit Committee, approved the appointment of M/s R.J. Goel & Co., Cost Accountants (FRN: 000026) as the cost auditors of the Company for the year ending March 31, 2022.

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 AGM. The approval of the members is sought for the proposed remuneration payable to the Cost Auditors for the Financial Year ending March 31, 2022. M/s R.J. Goel & Co., have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years. The Cost Audit Report of the Company for the Financial Year ended March 31, 2021 will be filed with the 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 Companies Act, 2013, the Board of Directors had appointed M/s Parikh & Associates, Company Secretaries in practice as Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial year 2020-21. The report given by them for the said financial year in the prescribed format is annexed to this report as Annexure ‘C. The Secretarial Audit Report is self- explanatory and does not contain any qualification, reservation or adverse remark.


During the financial year ended March 31, 2021, 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 Companies Act, 2013 read with Regulation 23 of SEBI (LODR), 2015.

Further, the Company has not entered into any contract or arrangement or transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the above, disclosure in FORM AOC-2 is not applicable.

Your Directors draw attention of the members to Note No. 41 to the Financial Statement which sets out related party disclosures.


The Company, under the APL Apollo Employee Stock Option Scheme- 2015 ("ESOS-2015), approved by the shareholders vide a postal ballot on July 27, 2015 and December 22, 2015, grants share-based benefits to eligible employees of the Company and employees of subsidiaries with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company 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 ESOS-2015 to the employees of the Company and its subsidiaries shall not exceed 7,50,000 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.aplapollo.com:

Particulars (During the financial year ended March 31, 2021) APL Apollo ESOS-2015
1 Options granted Nil
2 Options vested; 254375
3 Options exercised 550925
4 Total number of shares arising as a result of exercise of 550925
5 Options lapsed 94815 options lapsed (due to resignation of employees)
6 Exercise price The Exercise price of the shares will be the Market Price of the shares one day before the date of grant of options. Suitable discount will be provided on that price, as deemed fit by the Nomination & Re- muneration Committee ("committee"). Further, the Committee has power to reprice the grants in future if the price of the company falls continuously for a period of 3 months.
7 Variation of terms of options NIL
8 Money realized by exercise of options (C) 153896944
9 Total number of options in force 438000
10 Employee wise details of options granted to;-
(i) Key managerial personnel;
(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year. Nil
(iii) Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;

Note : The number of options mentioned above have been appropriately adjusted subsequent to subdivision of face value to C2.

The Certificate from the Statutory Auditors of the Company certifying that the ESOS 2015 is being implemented in accordance with the Share Based Employee Benefits (SBEB) Regulations and the resolution passed by the Members, would be placed at the Annual General Meeting for inspection by Members.


Pursuant to provisions of Section 134 sub-section 3(c) and subsection 5 of the Companies Act, 2013, 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, 2021, 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, 2021 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 Companies Act, 2013 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.


In line with the provisions of Section 135, Schedule VII of the Companies Act, 2013, 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 RS. 2.56 Cr for various CSR purposes in compliance to the provisions of Companies Act, 2013 relating to Corporate Social Responsibility and has met it CSR spending obligation completly.

The Annual Report on CSR activities is annexed herewith as Annexure ‘D.

Subsequent to the year end, the CSR policy was amended in line with the latest amendments notified by the Ministry of Corporate Affairs on January 22, 2021 through Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. The CSR Policy has been uploaded on the Companys website and may be accessed at the link: https://aplapollo.com/policies/#policies


During the year under review, the Board of Directors of Company, had at its meeting held on February 27, 2021, approved a scheme of amalgamation of Shri Lakshmi Metal Udyog Limited and Apollo Tricoat Tubes Limited with the Company and their respective shareholders and creditors, under Sections 230 to 232 of the Companies Act, 2013. The Scheme is subject to receipt of approvals from the shareholders and creditors of the Company as may be directed by the National Company Law Tribunal, Delhi bench ("NCLT"), BSE Limited, National Stock Exchange of India Limited and approval of other regulatory or statutory authorities as may be required. The scheme related details are available on the website of the Company https://aplapollo.com/ announcements/#Mergers


In terms of Section 186 of the Companies Act, 2013 and rules framed thereunder, details of Loans, Guarantees given and

Investments made have been disclosed in the Notes to the financial statements for the year ended March 31, 2021.


Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as Annexure ‘E, forming part of this Report.


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

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

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

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

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

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

e) Details regarding Risk Management.


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).


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 set up to redress complaints received regarding Sexual Harassment.

No complaint of sexual harassment was received during the financial year 2020-21.


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 equity shares with differential rights as to dividend, voting or otherwise.

3. Any remuneration or commission received by Managing Director of the Company, from any of its subsidiaries.

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

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

6. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government

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

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


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, shareholders, business associates, Government of India, state government 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
Sanjay Gupta
Place: Ghaziabad Chairman & Managing Director
Date: June 3, 2021 (DIN: 00233188)