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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 533758ISIN: INE702C01027INDUSTRY: Steel - Tubes/Pipes

BSE   ` 1591.35   Open: 1568.10   Today's Range 1558.60
1596.00
+33.65 (+ 2.11 %) Prev Close: 1557.70 52 Week Range 1046.55
1806.20
Year End :2023-03 

(i) As at March 31, 2021, Assets classified as held for sale consists of plot of land whose fair valuation was H64.26 crore. The valuation was performed by Government of India approved valuer. The fair value measurement categorised as a level 3 fair value based on the inputs of the valuation technique used. The fair value was derived using the market comparable approach based on recent market prices without any significant adjustments being made to the market observable data. No impairment loss was recognised in reclassification of the land as asset held for sale as the Directors of the Company, based on valuation report, expected that the fair value less cost to sell to be higher than the carrying amount.

During the previous year ended March 31,2022, the Company, instead of selling the said land to APL Apollo Building Products Private Limited (subsidiary company), decided to lease out the same on long term basis and accordingly reclassified the land to Investment Property. Fair value of land as on March 31,2023 is H71.52 crore (March 31, 2022 : H63.07 crore). The valuation was performed by Government of India approved valuer. The fair value measurement categorised as a level 3 fair value based on the inputs of the valuation technique used. The fair value was derived using the market comparable approach based on recent market prices without any significant adjustments being made to the market observable data.

(ii) The Company intends to sell guest house and freehold land & building at Attebele, which it no longer plans to utilise in next 12 months. Assets classified as held for sale consist of land and building whose aggregate fair value is H15.00 crore and H9.00 crore for guest house and freehold land & building at attebele respectively. The valuation was performed by Government of India approved valuer. The fair value measurement categorised as a level 3 fair value based on the inputs of the valuation technique used. The fair value was derived using the market comparable approach based on recent market prices without any significant adjustments being made to the market observable data. No impairment loss has been recognised in reclassification of the land and building as asset held for sale as the Directors of the Company, based on valuation report, expects that the fair value less cost to sell to be higher than the carrying amount.

The title deeds of Freehold land & building located Attebele, Karnataka included above having gross carrying value of H8.62 crore (March 31,2022 : H8.62 crore) (net carrying value of H7.93 crore as at March 31,2023, March 31,2022 : H8.04 crore) are in the name of Best Steel Logistics Limited (erstwhile name of Apollo Tricoat Tubes Limited). Apollo Tricoat Tubes Limited has been merged with the Company in the current year under section 230 and section 232 of the Companies Act, 2013 in terms of approval of Hon'ble National Company Law Tribunal, Principal bench, New Delhi and the land is pending transfer in the name of the Company post merger. The Company is holding the property since October 14, 2016. As at March 31, 2022, freehold land & building located at Attebele, Karnataka was classified in Property, plant & equipment.

(i) The Company in previous year ended March 31,2018 measured its investment in subsidiary on the date of transition to Ind-AS (i.e. April 1,2016) at its fair value and considered the same as its deemed cost. Accordingly the Company has recorded the investment in subsidiary at its fair value of H132.78 crore (original cost H7.21 crore).

(ii) The Company has during the year invested H57.23 crore (March 31,2022 : H17.05 crore) in Blue Ocean Projects Private Limited by subscribing to 20,639 equity shares of H10 each at a premium of H27,715.28 each (March 31, 2022 : 6,636 shares of H10 each at a premium of H25,678.47 each).

(iii) The Company has during the year invested H0.66 crore (March 31,2022 : Nil) in A P L Apollo Tubes Company L.L.C. by subscribing to 300 equity shares of AED 1,000 each.

(iv) The Company has during the year invested H340.00 crore (March 31,2022 : H154.30 crore) in APL Apollo Building Products Private Limited by subscribing to 340,000,000 equity shares (March 31,2022 : 154,312,500 equity share) of H10 each.

(v) The Company has during the year invested H103.98 crore (March 31,2022 : H0.10 crore) in APL Apollo Mart Limited by subscribing to 103,980,274 shares (including H75.66 crore to subscribe to 75,660,774 equity shares paid in previous year and pending allotment against right issue) (March 31,2022 : 100,000 equity shares of H10 each). APL Apollo Mart Limited was incorporated on December 7, 2021. During the current year, the shares pending allotment against the right issue were alloted.

(i) The Company holds 3.35% (March 31, 2022 : 3.35%) equity shares of Clover Energy Private Limited, a Company engaged in the business of providing solar energy to its customers.

(ii) The Company holds 3.91% (March 31, 2022 : 3.91%) equity shares of AMPSOLAR Urja Private Limited, a Company engaged in the business of providing solar energy to its cutomers.

(iii) The Company holds 26.00% (March 31,2022 : 3.91%) equity shares of Radiance Ka Sunrise Two Private Limited, a Company engaged in the business of providing solar energy to its cutomers.

(iv) The Company has during the year invested H0.08 crore in APL Apollo Foundation ('Foundation'), a Company registered under section 8 of the Companies Act, 2013. The Company was incorporated on April 19, 2022 and the purpose of the Foundation is to undertake CSR activities. As at March 31,2023, the Company holds 50.00% (March 31,2022 : Nil) equity shares of the Foundation.

a) During the year, the Company has given loan amounting to H280.00 crore (March 31, 2022 : Nil) carrying interest 8.00 % p.a. to a wholly owned subsidiary viz. APL Apollo Building Products Private Limited for the purpose of meeting its operational and capital requirements. The loan is repayable upto 5 years as and when funds are available with APL Apollo Building Products Private Limited. The maximum amount outstanding during the year was H280.00 crore (March 31,2022 : Nil).

b) During the year, the Company has paid a loan amounting to AED 30,000,000 (Equivalent H67.18 crore) (March 31,2022 : Nil) carrying interest 8.00 % p.a. to a wholly owned subsidiary viz. A P L Apollo Tubes Company L.L.C. for the purpose of meeting its capital expenditure requirements. The loan is repayable upto 5 years as and when funds are available with A P L Apollo Tubes Company L.L.C. The maximum amount outstanding during the year was H67.18 crore (March 31,2022 : Nil).

(ii) Rights, Preferences and restrictions attached to equity shares

The Company has one class of equity shares having a par value of H2 each (March 31, 2022 : H2 each). Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(vi) Share options granted under the Company's employee share options plans

As at March 31,2023, executives and senior employees held options over 193,750 equity shares of H2 each of the Company. (March 31, 2022 : 387,500 equity shares of H2 each) (see note (vii) below). Share options granted under the Company's employee share option plan carry no rights to dividends and no voting rights. Further details of the employee share option plan are provided in note 40.

(vii) The Board of Directors in its meeting held on August 6, 2021 recommended (subject to approval by shareholders) bonus issue of 1 (one) equity share of H2 each for every 1 (one) equity shares of H2 each held by shareholders of the Company as on the record date.

Pursuant to the approval of the shareholders through postal ballot (including remote e-voting), the Company alloted 124,896,000 bonus equity shares of H2 each as fully paid-up bonus equity shares, in the proportion of 1 (One) equity share of H2 each for every 1 (One) existing equity shares of H2 each to the equity shareholders of the Company as on record date of September 18, 2021. Consequently, the Company capitalised a sum of H24.98 crore from 'other equity'(securities premium) to 'equity share capital.

Nature and purpose of reserves

(i) Securities premium : Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Indian Companies Act, 2013 ("the Companies Act").

(ii) General reserve : The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. There is no policy of regular transfer. General reserves represents the free profits of the Company available for distribution. As per the Companies Act, certain amount was required to be transferred to General Reserve every time Company distribute dividend. General reserve is not an item of OCI, items included in the general reserve will not be reclassified to profit or loss.

(iii) Capital reserve : The excess of fair value of net assets acquired over consideration paid in a business combination is recognised as capital reserve. The reserve is not available for distribution.

(iv) Retained earnings : It represents unallocated/un-distributed profits of the Company. The amount that can be distributed as dividend by the Company as dividends to its equity shareholders is determined based on the separate financial statements of the Company and also considering the requirements of the Companies Act, 2013. Thus amount reported above are not distributable in entirety.

(v) Share option outstanding account : The Company offers ESOP under which options to subscribe for the Company's share have been granted to certain employees and senior management. The share option outstanding account is used to recognise the value of equity settled share based payments provided as part of the ESOP scheme. (see note 40)

(i) Deferred liability arises in respect of import of property, plant and equipment without payment of custom duty under Export Promotion Capital Goods Scheme. The income is recognised in Profit or loss on a straight line basis over the useful life of the related assets. (see note 38(b)(2)).

(ii) The Company has deferred liability related to sales tax of H1.05 crore of year ending March, 2016 payable in March, 2026. Using prevailing market interest rates for an equivalent loan of 10.00% in the year of grant, the fair value of loan is estimated at H0.71 crore as on March 31,2023 (March 31,2022 : H0.85 crore). The difference of H0.14 crore (March 31,2022 : H0.20 crore) between the gross proceeds and the fair value of the loan is recognised as deferred income. (See note 21,24 & 25)

(iii) The Company during the year has received interest free loan aggregating to H26.45 crore from government repayable in financial year 2028-2029. Using prevailing market interest rates for an equivalent loan of 7.50% in the year of grant, the fair value of loan is H15.94crore (As at March 31,2022 : Nil). The difference of H10.51 crore (As at March 31,2022 : HNil) between the gross proceeds and the fair value of the loan is is recognised as deferred income. (see note 25)

Nature of security :

(i) Working capital facilities from banks are secured by first pari passu charge on entire present and future current assets and second charge on present and future movable fixed assets of the company situated at Plot No. A-19 and A-20, Sikandarabad Industrial Area, Distt. Bulandshahar, Uttar Pradesh and Plot No. 332 to 338, Alur Village, Perandapalli, Hosur, Tamilnadu and Khasra No. 215, 223/1, 225/7-8, 225/9-10, 227/4, 231/2, 217/1-2 Part, 231/6 Part at village Bendri, Tehsil Raipur, Dist. - Raipur, and M-1, Additional Murbad Industrial Area - V, Kudawali Murbad, Distt. Thane, Maharashtra and Residential Complex situated at Murbad, Distt. Thane, Maharashtra and 443,444,538,539 Wadiaram village Chegunta (Mandal) Medak district Telangana 502255 and KIADB Industrial Area, Plot No. 9-11, Balagaranahalli Village, Attibele, Anekal Taluk, Banglore and Dujana, Dadri, Gautam Budhha Nagar, Uttar Pradesh and Malur, Kolar, Karnataka.

Working capital facilities are further secured by second charge through equitable mortgage of the company land and building situated at Plot No. A-19/A-20, Sikandarabad Industrial Area, Distt. Bulandshahar, Uttar Pradesh and Plot No. 332 to 338, Alur Village, Perandapalli, Hosur, Tamilnadu and Khasra No. 215, 223/1,225/7-8, 225/9-10, 227/4, 231/2, 217/1-2 Part, 231/6 Part at village Bendri, Tehsil Raipur, Dist. - Raipur and 443,444,538,539 Wadiaram village Chegunta (Mandal) Medak district Telangana 502255 and KIADB Industrial Area, Plot No. 9-11, Balagaranahalli Village, Attibele, Anekal Taluk, Banglore and Dujana, Dadri, Gautam Budhha Nagar, Uttar Pradesh and Malur, Kolar, Karnataka. Credit facilities are further secured by personal gurantee of the Mr. Sanjay Gupta and Mr. Vinay Gupta.

36 Allocation of common expenses

(a) The Company has charged back the "Share based expenses" to employees (included under "Employee benefits expense" in note 32) incurred by it to its group companies on cost i.e. on cost to cost basis. The allocation of common expenses has been carried out on the basis of share options held of the Company by employees of the respective companies.

(b) The Company has charged back the common expenses (included under "Employee benefits expense" in note 32 & "Other expenses" in note 35) incurred by it to its group companies on cost i.e. on cost to cost basis. The allocation of common expenses has been carried out on the basis of turnover of the respective companies, as per latest financial statements.

38 Contingent liabilities and commitments (to the extent not provided for)

(H in crore)

Particulars

As at March 31, 2023

As at March 31, 2022

(a) Contingent liabilities (for pending litigations)

(1) Disputed claims/levies in respect of sales tax:

- Reversal of input tax credit

2.89

6.16

- Provisional Assessment

0.46

1.77

3.35

7.93

(2) Disputed claims/levies in respect of excise duty

5.53

6.34

(3) Disputed claims/levies in respect of service tax:

0.94

0.94

(4) Disputed claims/levies in respect of income tax

5.72

2.28

Total

15.54

17.49

(i) Based upon the legal opinion obtained by the management, there are various interpretation issues and thus management is in the process of evaluating the impact of the recent Supreme Court Judgement in relation to non-exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purpose of determining contribution to provident fund under the Employees Provident Fund & Miscellaneous provisions Act, 1952. Pending issuance of guidelines by the regulatory authorities on the application of this ruling, the impact on the Company, if any, can not be ascertained.

(ii) The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its standalone financial statements. The Company does not expect the outcome of these proceedings to have a materially effect on its standalone financial statements.

(b) Commitments

(1) Estimated amount of contracts remaining to be executed on capital account and not provided for

(i) Property, plant and equipments 57.08 99.94

(2) The Company has obtained EPCG (Export Promotion Capital Goods Scheme) licenses for importing the capital goods without payment of basic custom duty against submission of bonds.

The export obligation is to be fulfilled within a period of 6 years from the date of issuance of license. Under this scheme the Company has to achieve FOB value of exports which will be 6 times of duty saved. Accordingly the Company is required to export of FOB value of H138.58 crore (March 31,2022 H254.24 crore) against which the Company has saved a duty of H23.11 crore (March 31,2022 H42.38 crore).

(3) The Company has given corporate guarantees amounting to H183.00 crore and H1010.00 crore on behalf of its subsidiaries i.e. Apollo Metalex Private Limited and APL Apollo Building Products Private Limited respectively for loans and credit facilities taken by them from banks and financial institutions.The loan outstanding as at March 31,2023 ofApollo Metalex Private Limited is H30.00 crore (March 31,2022 H3.65 crore) and APL Apollo Building Products Private Limited is H443.66 crore (March 31,2022 H238.74 crore).

(4) The Company has other commitments, for purchase orders which are issued after considering requirements per operating cycle forpurchaseofservices,employee'sbenefits.TheCompanydoesnothaveanyotherlongtermcommitmentsormaterialnon-cancellable contractual commitments /contracts, including derivative contracts for which there were any material foreseeable losses.

(c) There has been no delays in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

39 Employee benefit obligations

(a) Defined contribution plans

The Company makes provident fund contributions which are defined contribution plans, for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised H5.18 crore (Year ended March 31,2022 H4.42 crore) for provident fund contributions in the statement of profit and loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation.

(b) Defined benefit plans a) Gratuity

The gratuity scheme provides for lump sum payment to vested employees at retirement/death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of 6 months subject to a limit of H0.20 crore (March 31,2022 H0.20 crore). Vesting occurs upon completion of 5 years of service.

During the year, the Company has made contribution of H Nil (March 31, 2022 : H2.50 crore) to APL Apollo Tubes Limited Employees Group Gratuity Trust which has made further contribution to Kotak Mahindra Life Insurance Co. Ltd.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method i.e. projected unit credit method has been applied as that used for calculating the defined benefit liability recognised in the balance sheet.

(viii) Risk exposure

The defined benefit obligations have the undermentioned risk exposures :

Interest rate risk : The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

Salary Inflation risk : Higher than expected increases in salary will increase the defined benefit obligation.

Demographic risk : This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria.

Investment risk : The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to high quality corporate bond yields; if the return on plan asset is below this rate, it will create a plan deficit.

40 Share Based Payments

(a) Employee Share Option Plan :

(i) The ESOS scheme titled "Employee Stock Option Scheme 2015" (ESOS 2015) was approved by the shareholders through postal ballot on July 27, 2015 and December 22, 2015. 7,50,000 options are covered under the Scheme for 750,000 Equity shares (before giving effect of share split and bonus issue).

(ii) During the financial year 2015-16, the Nomination and Remuneration Committee in its meeting held on July 28, 2015 has granted 724,000 options respectively under the ESOS to eligible employees of the Company and its subsidiaries. Each option comprises one underlying equity share. The options granted vest over a period of 4 years from the date of the grant in equal proportion of 25% each year. Options may be exercised within 4 years. The exercise price of each option was the market price of the shares on the stock exchange with the highest trading volume, one day before the date of grant of options. The exercise price was determined at H452.60 per share.

(iii) During the financial year 2016-17, the Nomination and Remuneration Committee in its meeting held on January 28, 2017 has granted 45,000 options under the ESOS to eligible employees of the Company and its subsidiaries. Each option comprises one underlying equity share. The options granted vest over a period of 4 years from the date of the grant in equal proportion of 25% each year. Options may be exercised within 4 years. The exercise price of each option was the market price of the shares on the stock exchange with the highest trading volume, one day before the date of grant of options. The exercise price was determined at H 1,028.80 per share.

(iv) During the financial year 2017-18, the the Nomination and Remuneration Committee in its meeting held on September 9, 2017 and February 5, 2018 has granted 96,000 and 70,000 options respectively, under the ESOS to eligible employees of the Company and its subsidiaries. Each option comprises one underlying equity share. The options granted vest over a period of 4 years from the date of the grant in equal proportion of 25% each year. Options may be exercised within 4 years. The exercise price of each option was the market price of the shares on the stock exchange with the highest trading volume, one day before the date of grant of options. The exercise price was determined at H1,633.05 and H2,124.10 respectively per share.

(v) During the financial year 2019-20, the Nomination and Remuneration Committee in its meeting held on November 9, 2019 has granted 95,000 options under the ESOS to eligible employees of the Company and its subsidiaries (whether in India or abroad). Each option comprises one underlying equity share. The options granted vest over a period of 4 years from the date of the grant in equal proportion of 25% each year. Options may be exercised within 5 years. The exercise price of each option is the market price of the shares on the stock exchange with the highest trading volume, one day before the date of grant of options. The exercise price has been determined at H1,438.55 per share.

(vi) During the financial year 2019-20, the Nomination and Remuneration Committee in its meeting held on November 9, 2019 also recommended reduction in exercise price of options granted on September 9, 2017 and February 5, 2018 to reflect the fall in Company's share prices. The same was approved by shareholders of the Company on January 27, 2020 through postal ballot. The revised exercise price of each option was the market price of the shares on the stock exchange with the highest trading volume, one day before the date of reduction in exercise price. The revised exercise price was determined at H1,438.55 per share.

i) The earlier exercise price of the Options granted on September 9, 2017 and February 5, 2018 were H1,633.05 and H2,124.10 respectively. The exercise price of these options was reduced in earlier year (See note (a) (vi) above).

(c) Fair value of option granted/ modified

(i) No options were granted during the year ended March 31,2023 and March 31,2022.

(ii) During the previous year ended March 31,2020, the incremental fair value of the options granted on September 9, 2017 and February 5, 2018 due to modification were determined at H 131.46 and H372.36 respectively which has been recognised as expense over the period from the modification date to the end of vesting period. The expense of original option grant continues to be recognised as if the terms had not been modified.

(i) C.Y. represents amount as at and for the year ended March 31,2023 and P.Y. represents amount as at and for the year ended March 31, 2022.

(ii) Amount of expense of gratuity and compensated absences is taken on actuarial basis.

(iii) The term loan and other credit facilities of the Company are also secured by personal guarantee of directors of the Company, Mr. Sanjay Gupta and Mr. Vinay Gupta.

(iv) The Company has given corporate guarantees amounting to H183.00 crore and H1010.00 crore on behalf of its subsidiaries i.e. Apollo Metalex Private Limited and APL Apollo Building Products Private Limited respectively for loans and credit facilities taken by them from banks and financial institutions. The loan outstanding as at March 31, 2023 of Apollo Metalex Private Limited is H30.00 crore (March 31,2022 H3.65 crore) and APL Apollo Building Products Private Limited is H443.66 crore (March 31,2022 H238.74 crore).

(v) The treasury and finance operations of the Company and its subsidiaries (APL Group Companies) are managed centrally. Based on the funding requirement, APL group companies provide short term advances in the nature of loan to each other and these are repaid as and when funds are available with respective company. Also interest is charged for the period on such advance in the nature of loan remains outstanding to ensure arms' length transaction. The above transactions are undertaken with the approval of the Board of Directors and the Audit Committee as applicable. The maximum amount outstanding during the year in respect of advance in nature of loan given by the Company to its subsidiaries is as under :

(b) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, security deposits included in level 3.

(c) Assets and liabilities which are measured at amortised cost for which fair values are disclosed

All the financial asset and financial liabilities measured at amortised cost, carrying value is an approximation of their respective fair value.

(i) The fair value was derived using the market comparable approach based on recent market prices carried out by an independent valuer without any significant adjustments being made to the market observable data.

(ii) There were no significant inter-relationships between unobservable inputs that materially affect fair values.

44 Financial risk management objectives

The Company's activities expose it to market risk including foreign currency risk and interest rate risk, liquidity risk and credit risk.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk :

The Company's risk management is carried out by a treasury department under policies approved by the Board of Directors. Treasury department identifies, evaluates and hedges financial risks in close co-operation with the Company's operating units. The board provides principles for overall risk management, as well as policies covering specific areas, such as hedging of foreign currency transactions foreign exchange risk.

(a) Market risk

Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as result of changes in interest rates, foreign currency exchange rates, liquidity and other market changes. Future specific market movements can not be normally predicted with reasonable accuracy.

(i) Foreign currency risk

The Company's functional currency is Indian Rupees (H). The Company undertakes transactions denominated in the foreign currencies; consequently, exposure to exchange rate fluctuations arise. Volatility in exchange rates affects the Company's revenue from export markets and the costs of imports, primarily in relation to import of capital goods. The Company is exposed to exchange rate risk under its trade and debt portfolio.

Adverse movements in the exchange rate between the Rupee and any relevant foreign currency result's in the increase in the Company's overall debt positions in Rupee terms without the Company having incurred additional debt and favourable movements in the exchange rates will conversely result in reduction in the Company's receivable in foreign currency. In order to hedge exchange rate risk, the Company has a policy to hedge cash flows up to a specific tenure using forward exchange contracts and options. At any point in time, the Company hedges its estimated foreign currency exposure in respect of forecast sales over the following 6 months or as deemed appropriate based on market conditions. In respect of imports and other payables, the Company hedges its payable as when the exposure arises.

(b) Credit risk (see note 10)

Credit risk arises when a counter party defaults on contractual obligations resulting in financial loss to the Company.

Company's trade receivables are generally categories into following categories:

1. Export customers

2. Institutional customers

3. Dealers

In case of export sales, in order to mitigate credit risk, generally sales are made on advance payment terms. Where export sales are not made on advance payment terms, the same are secured through letter of credit or bank guarantee, etc.

In case of sale to institutional customers, certain credit period is allowed. In order to mitigate credit risk, majority of the sales are secured by letter of credit, bank guarantee, post dated cheques, etc.

In case of sale to dealers certain, credit period is allowed. In order to mitigate credit risk, majority of the sales made to dealers are secured by way of post dated cheques (PDC).

Further, Company has an ongoing credit evaluation process in respect of customers who are allowed credit period.

In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than 30 days past due.

(c) Liquidity risk

The Company has a liquidity risk management framework for managing its short term, medium term and long term sources of funding vis-a-vis short term and long term utilization requirement. This is monitored through a rolling forecast showing the expected net cash flow, likely availability of cash and cash equivalents, and available undrawn borrowing facilities.

The Company's capital requirement is mainly to fund its capacity expansion, repayment of principal and interest on its borrowings and strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings and the capital markets. The Company is not subject to any externally imposed capital requirements.

The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and elongate the maturity of its debt portfolio, and closely monitors its judicious allocation amongst competing capital expansion projects and strategic acquisitions, to capture market opportunities at minimum risk.

47 Merger of Apollo Tricoat Tubes Limited and Shri Lakshmi Metal Udyog Limited with APL Apollo Tubes Limited

The Board of Directors of APL Apollo Tubes Limited ("Company"), at its meeting held on February 27, 2021, had considered and approved a draft scheme of amalgamation ('scheme') under Sections 230 to 232 of the Companies Act, 2013, of Shri Lakshmi Metal Udyog Limited ('SLMUL'- wholly owned subsidiary company) and Apollo Tricoat Tubes Limited ('Tricoat' - subsidiary company of wholly owned subsidiary) with the Company. The New Delhi bench of the National Company Law Tribunal (NCLT), through its order dated October 14, 2022 has approved the scheme. The certified copy of the NCLT order was filed with Registrar of Companies on October 31,2022. Consequently, the scheme became operative from October 31,2022 ('Effective Date') with appointed date from April 1,2021 as per the approved scheme.

(i) In terms of the Scheme, the whole of undertaking of Tricoat and SLMUL as a going concern stands transferred to and vested in the Company with effect from the appointed date.

(ii) Tricoat and SLMUL were engaged in the business of manufacturing of ERW steel tubes.

(iii) The said amalgamation was accounted under the "Pooling of interest"method as prescribed under Ind AS 103 'Business Combination' for amalgamation of companies under common control.

Under "Pooling of interest" method, the assets and liabilities of the combining entities are reflected at their carrying amount as appearing in the respective financial statements of the subsidiary companies in accordance with Ind AS Technical Faciliation Group (ITGG) clarification bulliten. No adjustments are made to reflect fair values or recognise any new assets or liabilities. Further the financial information in the financial statements of the Company in respect of prior period are restated as if the business combination had occured from the beginning of the preceding period in the financial statements of the Company.

- the entire business and undertaking of Tricoat and SLMUL including all assets, liabilities and reserves as a going concern were transferred to and vested in the Company pursuant to the Scheme at their respective book value under the respective accounting heads of the Company from the appointed date.

- In case of SLMUL, as it was a wholly owned subsidiary of the Company and accordingly, no consideration was payable pursuant to the scheme of amalgamation. The equity shares held by the Company in the wholly owned subsidiary were cancelled and no shares were issued to effect the amalgamation.

- In case of Tricoat, the Company held 55.82% equity shares and accordingly, consideration was payable pursuant to the scheme of amalgamation. The equity shares held by the Company in Tricoat were cancelled and 26,860,000 shares at face value of H2.00 each amounting to H5.37 crore were issued to the minority shareholders of Tricoat to effect the amalgamation.

- all inter-company balances and transactions were eliminated.

- In terms of the Scheme, the authorised share capital of the Company has increased from H75.00 Crore to H97.00 Crore.

(f) Disclosures under Rule 11(e)(ii) of the Company (Audit & Auditors) Rule, 2014 :

No funds have been received by the Company in current and previous year (other than as disclosed under note 48(e) from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(g) Details of benami property held

No proceeding has been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules made thereunder.

(h) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or any lender.

(i) Undisclosed Income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(j) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(k) Valuation of PP&E, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(l) Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

(m) Disclosures under Rule 11(f) of the Company (Audit & Auditors) Rule, 2014 - Dividends

The final dividend on shares is recorded as a liability on the date of approval by the shareholders. The Company declares and pays dividends in Indian rupees. Companies are required to pay / distribute dividend after deducting applicable taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.

During the year ended March 31,2023, on account of the final dividend for year ended March 31,2022, the Company has incurred a net cash outflow of H87.60 crore. The Board of Directors in their meeting held on May 12, 2023 recommended a final dividend of H5.00 per equity share for the year ended March 31, 2023. This payment of dividend is subject to the approval of shareholders in the upcoming Annual General Meeting of the Company and if approved, would result in a net cash outflow of approximately H138.67 crore.