Guj Apollo Inds Director Discussions


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 Companys 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 Companys 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 Managements 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 Boards 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 Directors 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:-

  1. Resignation / Cessation
  2. During the year under review, none of the Directors or KMPs resigned from the Company.

  3. Appointments
  4. During the year under review, none of the Directors or KMPs was appointed.

  5. 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.

DIRECTORS 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 Companys 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 Companys 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 Companys website www.apollo.co.in for reference. Further the details of composition of CSR Committee and its 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:

  1. 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.
  2. 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.

  3. 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.
  4. 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.

  5. Company has not filed Form IEPF-2 for details of unclaimed and unpaid dividend for the last six financial years.
  6. 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.

  7. 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:

  1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.
  2. 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

  3. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year.
  4. Percentage Increase in Remuneration for FY 2022-2023
    MD/CEO -4.00%
    CFO 1.82%
    CS 4.86%
  5. The percentage increase in the median remuneration of employees in the financial year:- (15.01)%
  6. The number of permanent employees on the rolls of the Company: 76 Nos.
  7. 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:
  8. 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.

  9. Affirmation that the remuneration is as per the remuneration policy of the company
  10. 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:

    1. 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.
    2. 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 companys 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 Companys 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 companys 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