Tubular Section Sizes

APL Apollo Tubes Limited
Information Memorandum
INFORMATION MEMORANDUM
FOR LISTING OF
20296683 EQUITY SHARES OF RS. 10 EACH FULLY PAID UP
OF
APL APOLLO TUBES LIMITED

CIN : L74899DL1986PLC023443
PAN : AAACB0960D
1
INFORMATION MEMORANDUM FOR LISTING OF

20296683 EQUITY SHARES OF RS. 10 EACH FULLY PAID UP
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should
not invest in the equity shares of APL Apollo Tubes Limited unless they can afford to take the
risk of losing their investment. Investors are advised to read the Risk Factors carefully before
taking an investment decision in the shares of APL Apollo Tubes Limited. For taking an
investment decision, investors must rely on their own examination of the Company including the
risks involved.
When making an investment decision, investors must rely on their own examination of the
Company including the merits and risks involved. Each investor should consult its own counsel,
business advisor and tax advisor as to the legal, business, tax and related matters.
ABSOLUTE RESPONSIBILITY OF APL APOLLO TUBES LIMITED
APL Apollo Tubes Limited having made all reasonable inquiries, accepts responsibility for, and
confirms that this Information Memorandum contains all information with regard to APL Apollo
Tubes Limited, which is material, that the information contained in the Information Memorandum
is true and correct in all material aspects and is not misleading in any material respect, that the
opinions and intentions expressed herein are honestly held and that there are no other facts, the
omission of which makes this Information Memorandum as a whole or any of such information or
the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares of APL Apollo Tubes Limited which are listed on the following Stock
Exchanges
1. Delhi Stock Exchange Limited, Delhi [designated Regional Stock Exchange]

2. Calcutta Stock exchange Limited, Kolkata
3. UP Stock Exchange Limited, Kanpur and
4. Ahmedabad Stock Exchange Limited, Ahemedabad
with permission to trade at Bombay Stock Exchange Limited under BSE-Indonext Segment
(Scrip Code 590059).
2
TABLE OF CONTENTS
Sr. No. TOPIC Page No.

Glossary of Terms/Abbreviations
Risk Factors
I General Information 6-10
II Capital Structure, Evolution, MoA & AoA Alterations, Top 10 Shareholders 11-12
III Shareholding Pattern & History of the Capital 13-16
IV History 17-17
V Business 18-21
VI Promoter & Management 22-23
VII Status on Corporate Governance 24-34
VIII Management Discussion & Analysis of Operations and Financial Condition 35-39
IX Financial Information of APL Apollo Tubes Limited 40-78
IXA Financial Results for the Latest Quarter 79-81
X Outstanding Litigations 82-82
XI Government Approvals 82-82
XII Dividend Policy 82-82
XIII Main Provisions of the Articles of Association 83-106
XIV Documents for Inspection 107-107
XV Declaration 108-108
3
GLOSSARY OF TERMS/ ABBREVIATIONS
AoA/Articles/ Articles of Association of APL Apollo Tubes Limited

Articles of Association
Auditors The Statutory Auditors of APL Apollo Tubes Limited
Banker(s) to the Company The Bankers of APL Apollo Tubes Limited
Board of Directors / Board/ Directors The Board of Directors of APL Apollo Tubes Limited
BSE Bombay Stock Exchange Limited
CDSL Central Depository Services (I) Ltd.
Companies Act The Companies Act, 1956, as amended from time to time
DSE Delhi Stock Exchange Limited
EPS Earnings per Equity Share
Equity Shares Equity Shares of the Company of Rs.10 each
Financial year/ fiscal/ FY The twelve months ended March 31 of a particular year
Information Memorandum This document as filed with the Stock Exchanges is known
as and referred to as the Information Memorandum
I. T. Act The Income-tax Act, 1961, as amended from time to time,

except as stated otherwise
MoA / Memorandum / The Memorandum of Association of APL Apollo Tubes Ltd

Memorandum of Association
NSDL National Securities Depository Limited
RBI Reserve Bank of India
ROC Registrar of Companies, NCT DELHI & HARYANA
RSE Designated Regional Stock Exchange
4
SEBI The Securities and Exchange Board of India constituted

under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992, as

amended from time to time
SEBI (Guidelines for Disclosure and Investor Protection)

2000 issued by SEBI effective from January 27, 2000, as
SEBI Guidelines
amended, including instructions and clarifications issued
by SEBI from time to time.
Stock Exchange Any Stock Exchange
5
I. GENERAL INFORMATION
APL Apollo Tubes Limited was originally incorporated on February 24, 1986 as Bihar Tubes Private
limited company under the provisions of Companies Act, 1956 with Registrar of Companies, NCT of
Delhi and Haryana. The Company was subsequently converted into a public limited company on
October 19, 1993.
The Company initially setup a plant to manufacture ERW Black Pipes with an installed capacity of 6000
MT/Annum at Sikandarabad, Distt. Bulandsahar in the state of Uttar Pradesh. The plant started
operations in October 1987. After achieving full utilization of the installed capacity, the Company
subsequently expended its ERW Black Pipes manufacturing capacity to 24000 MT/Annum in the year
1989. After that Galvanized Plant was commissioned in March 1994 with an installed capacity of 16000
MT/Annum. Thereafter, the Company has achieved the following milestones by adding further to its
manufacturing facilities:
Year Achievement
2002 Gallium Mill–Sizes (½” - 2½”) –Capacity (25000 MT/PA)
2003 Diversified into structural pipes

2003 Pre Galvanized Tube to substitute GI pipes for fencing & Green Houses
2004 Awarded Export House Certificate

2004 Another Gallium Mill–Sizes (1½” - 4”) –Capacity (45000 MT/PA)
2006 Another Gallium Mill–Sizes (½ - 2½”)-Speed (150 mtr/mnte) Capacity (30000MTPA)
2006 Installation of modern slitter, 2nd Galvanizing Bath, Fully Automatic Threading Machine,
diversification into Structural Pipes and Pre-Galvanized Pipes. Achieved total installed
Tube capacity of 125,000 MT/PA
2007 Apollo Metalex Private Limited becomes 100% subsidiary of the Company with coil
galvanizing capacity of 24000 MT/PA
2007 Awarded Star Export House status
2008 Acquisition of 100% Equity of Shri Lakshmi Metal Udhyog Limited, Bangalore with total
installed Tube capacity of 50,000 MT/PA
2009 Commissioned Unit II at Hosur, Tamilnadu ~ a world class plant spread over 24+ acres with
installed production capacity of approx 200000 MTPA
2010 Received UL, CE & SGF France certifications with other approvals. Name changed to APL
Apollo Tubes Limited, acquired Lloyds Line Pipes Limited, as another 100% subsidiary
2011 Successfully completed commissioning of Hosur Plant
6
Registered Office : 37, Hargobind Enclave,

Vikas Marg, New Delhi 110092.
Phone : 011-22373437, Fax : 011-22373537
Corporate Office : 36, Kaushambi, Behind Wave Cinema

Near Anand Vihar Terminal,
Ghaziabad – 201010 Delhi-NCR
Phone : 0120-4041400-03, Fax : 0120-4041444
E-mail : investors@aplapollo.com
Website : www.aplapollo.com
Registrar & Transfer Agent : M/s. Abhipra Capital Limited

GF- Abhipra Complex,
Dilkhush Industrial Area
A-387, G.T. Karnal Road Azadpur, Delhi-110033
Phone : 011-42390725 Fax : 011-2721 5530
rta@abhipra.com
Works : Unit – I
A-19, Industrial Area,
Sikandrabad, Distt. Bulandsahar (U.P.)
Phone: 05735-222504, 223157
Unit –II
No. 332-338, Alur Village,
Perandapalli, Hosur, Tamil Nadu.
Phone : 04344-560550
Subsidiaries’ Plants : Apollo Metalex Private Ltd

A-2, Industrial Area, Sikandrabad,
Distt Bulandshahar (U.P.)
Shri Lakshmi Metal Udyog Ltd

No. 9 to 11, KIADB Industrial Area
Attibele, Bengaluru – 562107
Lloyds line Pipes Ltd

Plot No. M-1, Additional MIDC Area,
Murbad, Thane Maharashtra - 421401
7
Listing : The Equity Shares of the Company are listed on the

following Stock Exchanges
1. Delhi Stock Exchange Limited, Delhi

[designated Regional Stock Exchange]
2. Calcutta Stock exchange Limited, Kolkata
3. UP Stock Exchange Limited, Kanpur and
4. Ahmedabad Stock Exchange Limited, Ahemedabad
with permission to trade at Bombay Stock Exchange under

BSE-Indonext Segment (Scrip Code 590059).
Now the Equity Shares of the Company i.e. APL Apollo Tubes Limited Shall, be admitted for
direct listing on Bombay Stock Exchange Limited (BSE). Such admission for listing shall be
subject to fulfillment by the Company of listing criteria of BSE for such issues and also subject to
such other terms and conditions as may be prescribed by BSE at the time of the application by
the Company seeking listing.
Eligibility Criterion
The Company is submitting its Information Memorandum, containing information about itself, making
disclosures in line with the disclosure requirement for public issues, as applicable, to BSE for
making the said Information Memorandum available to public through their website viz.
www.bseindia.com.
Prohibition by SEBI
The Company, its directors, its promoters, other companies promoted by the promoters and companies
with which the Companys directors are associated as directors have not been prohibited from
accessing the capital markets under any order or direction passed by SEBI.
Caution
The Company accepts no responsibility for statements made otherwise than in the Information
Memorandum or any other material issued by or at the instance of the Company and anyone
placing reliance on any other source of information would be doing so at his or her own risk. All
information shall be made available by the Company to the public and investors at large and no
selective or additional information would be available for a section of the investors in any manner.
8
Disclaimer Clause of BSE
As required, a copy of this Information Memorandum is being submitted to BSE.
The BSE does not in any manner:
- warrant, certify or endorse the correctness or completeness of any of the contents of this
Information Memorandum; or
- warrant that this Companys securities will be traded or will continue to be traded on the
BSE; or take any responsibility for the financial or other soundness of this Company, its
promoters, its management or any scheme or project of this Company; and it should not for
any reason be deemed or construed to mean that this Information Memorandum has been
cleared or approved by the BSE. Every person who desires to acquire any securities of
this Company may do so pursuant to independent inquiry, investigation and analysis and
shall not have any claim against the BSE whatsoever by reason of any loss which may be
suffered by such person consequent to or in connection with such subscription/ acquisition
whether by reason of anything stated or omitted to be stated herein or for any other reason
whatsoever.
Filing
Copies of this Information Memorandum have been filed with BSE in due compliance.
Demat Credit
The Company has executed agreements with NSDL and CDSL for its securities in dematerialized form
as per the following details:
Dematerialization : With National Securities Depository Limited.

w.e.f. Janauary 4, 2001
ISIN INE 702C01019
DNR 1 to 20296683
th
Vide Agreement dated 27 Dec. 2000
: With Central Depository Services ( India) Limited

w.e.f. January 13, 2001
ISIN INE 702C01019
DNR 1 to 20296682
th
Vide Agreement dated 26 Dec. 2000
9
Registrar and Transfer Agent Statutory Auditors
M/s. Abhipra Capital Limited M/S VAPS & Co.

GF- Abhipra Complex, Chartered Accountants
Dilkhush Industrial Area C-42,
A-387, G.T. Karnal Road Azadpur, South Ext. Part II
Delhi-110033 New Delhi – 110049
Tele. No. 011-42390725 Ph. 011-41645051
Fax. No. 011-2721 5530 Fax 011-41645052
rta@abhipra.com vaps@airtelmail.in
Bankers to the Company Company Secretary cum

Compliance Officer
Union Bank of India
HDFC Bank Limited Mr. Adhish Swaroop
YES Bank Limited 37, Hargobind Enclave,
Vikas Marg, Delhi – 110092
Ph.:011-22373437
Fax : 011-22373537
comsec@aplapollo.com
Investors can contact the Compliance Officer in case of any share transfer related problem.
10
II. CAPITAL STRUCTURE

Amount (Rs.)
A. Authorised Capital
25,000,000 Equity Shares of Rs. 10/- each 250,000,000
B. Issued, Subscribed & Paid-up Capital

20,296,683 Equity Shares of Rs. 10/- each fully paid up 202,966,830
EVOLUTION OF CAPITAL
Year Mode of No. of Distinctive Issue Nos. of Date of

Issue Shares Nos. Price Rs. Allottees Allotment
1986-87 Pvt. Placement 200 0000001- 0000200 10 2 24.07.86
1987-88 Pvt. Placement 80000 0000201- 0080200 10 8 20.06.87
1988-89 Pvt. Placement 86350 0080201- 0166550 10 11 02.06.88
1989-90 Pvt. Placement 58400 0166551- 0224950 10 2 15.03.90
1991-92 Pvt. Placement 25000 0224951- 0249950 10 3 28.05.91
1992-93 Pvt. Placement 16100 0249551- 0266050 10 14 30.01.93
1992-93 Pvt. Placement 3000 0266051- 0269050 10 6 20.03.93
1993-94 Pvt. Placement 73550 0269051- 0342600 10 11 25.11.93
1994-95 Pvt. Placement 377400 0342601- 0720000 10 8 01.10.94
1994-95 Bonus 288000 0720001- 1008000 - 36 31.12.94
1995-96 Public Issue 2190000 1008000- 3198000 10+10 868 15.11.95
2007-08 Bonus Issue 3198000 3198001- 6396000 Ratio 1:1 2712 06.06.07
Equity on Warrant
Conversion 4281000 6396001- 10677000 10+130 22 23.01.08
2008-09 Pref. Allotment 1798333 10677001- 12475333 NA 9 28.04.08
Equity on Warrant
Conversion 782000 12475334- 13257333 10+130 1 28.04.08
GDR Issue 2941200 13257334- 16198533 10+135.9 1 18.06.08
Equity on Warrant
Conversion 787000 16198534- 16985533 10+130 3 27.06.08
GDR Issue 2941150 16985534- 19926683 10+135.9 1 17.07.08
Equity on Warrant
2009-10 Conversion 370000 19926684- 20296683 10+130 1 04.04.09
besides these outstanding shares 16,41,953 Warrants, (entitling the holders for one equity share against one
warrant) are stands un-converted, on full conversion of these warrants, number of outstanding equity shares shall
be 21938636 and accordingly fully diluted Paid-up Capital stands Rs. 21,93,86,360/-
11
LIST OF 10 TOP SHAREHOLDERS AS ON SEPTEMBER 30, 2011
S. No. Name No. of Shares

1. Apl Infrastructure Pvt. Ltd. 6806487
2. Kitara PIIN1001 3000000
3. DSP Blackrock Micro Cap Fund 898102
4. FIL Trustee Company Private Limited A/C Fidelity 527722
5. Abha Bhanshali 500000
6. Saroj Rani Gupta 426360
7. FIL Trustee Company Private Limited A/C Fidelity 361000
8. Apollo Pipes Limited 300000
9. Neera Gupta 300000
10. Consolidated Securities Limited 280000
LIST OF CHANGES IN MEMORANDUM & ARTICLES OF ASSOCIATION
S. No. Date Particulars

1 29.01.88 Change in Capital Clause Increase in Authorized Capital From Rs.10Lacs to
Rs.20Lacs
Rs.50Lacs
Rs.100Lacs
4 25.08.93 1.Sub Division of Equity Shares From Rs.100 Each to Rs.10/- Each
2.Conversion in to Public Limited Company
3.Change in Name by deleting the Word Private
5 30.12.94 Change in Capital Clause Increase in Authorized Capital From Rs.100Lacs
to Rs.500 Lacs
6 12.02.2007 1. Change in Capital Clause Increase in Authorized Capital From Rs.5
Crores to Rs. 10 Crores
2. Alteration of article 3 of Articles of Association of the Company for Capital.
7 14.05.2007 Change in Capital Clause Increase in Authorized Capital From Rs. 10
8 11.06.2008 Change in Capital Clause Increase in Authorized Capital From Rs. 16
9 30.6.2010 Name of the Company changed to APL Apollo Tubes Limited
10 30.9.2011 Alteration by way of insertion of sub clause 17 in the Objects incidental or
ancillary to the attainment of the main objects
12
III. SHAREHOLDING PATTERN AND HISTORY OF CAPITAL
Shareholding pattern for the Quarter ended 30.09.2011
(I) (a) Statement showing Shareholding Pattern
Category of Number Total number Number of Total shareholding as a Shares pledged or
Shareholder of of Shares shares held percentage of total otherwise
Category
Share- in number of shares encumbered

Code
holders dematerialize as a % of as a % of No. of as a %

d form (A+B) (A+B+C) Shares of Total
(A) Shareholding of promoter
and promoter group2
(1) Indian
(a) Individuals / HUF 6 1174813 1174813 5.788 5.788 810000 68.947
(b) Central / State Government(s) - - - - -
(c) Bodies Corporate 4 7125187 7125187 35.105 35.105 1200000 16.842
(d) Financial Institutions /
- - - - - - -
Banks
(e) Any other (specify)
- - - - - - -
Person acting in concert
Sub-Total (A) (1) 10 8300000 8300000 40.893 40.893 2010000 24.217
(2) Foreign
(a) Individuals (Non- Resident - - - - - - -
Individuals / Foreign individuals)
(b) Bodies Corporate - - - - - - -
(c) Institutions - - - - - - -
(d) Any other (specify) - - - - - - -
Sub-Total (A) (2) NIL NIL NIL NIL NIL NIL NIL
Total Shareholding of
Promoter & Promoter Group 10 8300000 8300000 40.893 40.893 2010000 24.217
(A) = (A) (1)+(A) (2)
13
(B) Public Shareholding3
(1) Institutions
(a) Mutual Funds/ UTI 5 1956824 1956824 9.641 9.641 - -
(b) Foreign Institutional Investors 2 73600 73600 0.363 0.363 - -
Sub-Total (B) (1) 7 2030424 2030424 10.004 10.004 - -
(2) Non-Institutions - -
(a) Bodies Corporate : Domestic 185 2347827 2347827 11.568 11.568 - -
(b) Individuals -
I. Individual shareholders
3891 1219598 1192177 6.009 6.009 - -
holding nominal share
capital up to Rs. 1 lakh.
II. Individual shareholders
holding nominal share capital in 44 2856649 2828649 14.074 14.074 - -
excess Rs. 1 Lakh.
(c) Any Other (specify) - -
(i) Non-Resident Indians 53 269269 269269 1.327 1.327 - -
(ii) Clearing Members 17 13234 13234 0.065 0.065 - -
(iii) Foreign Bodies Corporate 1 3000000 3000000 14.781 14.781
(iv) HUFs 118 259682 259682 1.279 1.279 - -
Sub-Total (B) (2) 4309 9966259 9910838 49.103 49.103 - -
Total Public Shareholding - -
(B)= (B)(1)+(B)(2) 4316 11996683 11941262 59.107 59.107 - -
TOTAL (A)+(B) 4326 20296683 20241262 100.00 100.00 2010000 9.903
(C) Shares held by Custodians
& against which depository 0 0 0 0 0.000 - -
Receipts have been issued
GRAND TOTAL (A)+(B)+(C) 4326 20296683 20241262 100.000 100.000 2010000 9.903
1
For determining public shareholding for the purpose of Clause 40A.
2 3
For definations of "Promoter" and "Promotder Group", refer to Clause 40A. For definitions of "Public Shareholding", refer to Clause 40A.
14
(I) (b) Statement showing Shareholding of persons belonging to the Category "Promoter and Promoter Group"
Name of the Shareholder Number of Shares as a percentage of total number of

Shares pledged or otherwise
Shares shares {I.e., Grand Total (A)+(B)+(C) indicatedencumbered
in Statement at para (I) (a) above}
No. of as a % of Total
Shares Shares held
APL Infrastructure Private Ltd. 6806487 33.535 1200000 17.630
Apollo Pipes Limited 300000 1.478 - -
Saroj Rani Gupta 426360 2.101 403550 94.650
Neera Gupta 300000 1.478 - -
Sanjay Gupta HUF 210000 1.035 210000 100.000
Sanjay Gupta 196450 0.968 196450 100.000
Vinay Gupta 21900 0.108 - -
SMT Finance Limited 18700 0.092 - -
Sameer Gupta 20103 0.099 - -
8300000 40.893 2010000 24.217
Note : 2010000 Equity Shares held by promoters (as detailed hereinabove) pledged with Bankers of the Company to secure
Working Capital Facilities
15
(I)(c) Statement showing Shareholding of persons belonging to the category "Public" and holding more than 1% of the total number of shares
Sr. Name of the Shareholder Number Shares as a percentage of total number of

No. of shares {I.e., Grand Total (A)+(B)+(C) indicated
Shares in Statement at para (I) (a) above}
1 Kitara PIIN 3000000 14.781
2 DSP Blackrock Micro Cap Fund 898102 4.425
3 FIL Trustee Co. (P) Ltd. A/C Fidelity Tax Advantage Fund 527722 2.600
4 Abha Bhanshali 500000 2.463
5 FIL Trustee Co. Ltd. A/C Fidelity Equity Fund 361000 1.779
6 Consolidated Securities Limited 280000 1.380
7 Integrated Master Securities (P) Ltd. 279610 1.378
8 Systematix Finvest Private Limited 260000 1.281
9 Madhukar Sheth 255000 1.256
10 Vivek Chand Burman 232576 1.146
11 Neeta Hemant Ashar 222791 1.098
TOTAL 6816801 33.586
(I) (d) Statement showing details of locked-in shares
Sr. Name of the Shareholder Number Locked-in shares as a percentage of total number of
No. of shares {I.e., Grand Total (A)+(B)+(C) indicated in
locked-in Statement at para (I) (a) above}
Shares
------------------------NIL-------------------------------
(II) (a) Statement showing details of Depository Receipts : NIL
(II)(b) Statement showing Holding of Depository Receipts, where underlying shares are in excess of 1% of the total number of shares: NIL
16
IV. HISTORY
APL Apollo Tubes Limited was originally incorporated on February 24, 1986 as Bihar Tubes
Private limited company under the provisions of Companies Act, 1956 with Registrar of Companies,
NCT of Delhi and Haryana. The Company was subsequently converted into a public limited company
on October 19, 1993.
The Company initially setup a plant to manufacture ERW Black Pipes with an installed capacity of
6000 MT/Annum at Sikandarabad, Distt. Bulandsahar in the state of Uttar Pradesh. The plant started
operations in October 1987. After achieving full utilization of the installed capacity, the Company
subsequently expended its ERW Black Pipes manufacturing capacity to 24000 MT/Annum in the
year 1989. After that Galvanized Plant was commissioned in March 1994 with an installed capacity
of 16000 MT/Annum. Thereafter, the Company has achieved the following milestones by adding
further to its manufacturing facilities:
Year Achievement
2002 Gallium Mill–Sizes (½” - 2½”) –Capacity (25000 MT/PA)
2003 Diversified into structural pipes
2003 Pre Galvanized Tube to substitute GI pipes for fencing & Green Houses
2004 Awarded Export House Certificate
2004 Another Gallium Mill–Sizes (1½” - 4”) –Capacity (45000 MT/PA)
2006 Another Gallium Mill–Sizes (½ - 2½”)-Speed (150 mtr/mnte) Capacity (30000MTPA)
2006 Installation of modern slitter, 2nd Galvanizing Bath, Fully Automatic Threading Machine,
diversification into Structural Pipes and Pre-Galvanized Pipes. Achieved total installed
Tube capacity of 125,000 MT/PA
2007 Apollo Metalex Private Limited becomes 100% subsidiary of the Company with coil
galvanizing capacity of 24000 MT/PA
2007 Awarded Star Export House status
2008 Acquisition of 100% Equity of Shri Lakshmi Metal Udhyog Limited, Bangalore with total
installed Tube capacity of 50,000 MT/PA
2009 Commissioned Unit II at Hosur, Tamilnadu ~ a world class plant spread over 24+ acres with
installed production capacity of approx 200000 MTPA
2010 Received UL, CE & SGF France certifications with other approvals. Name changed to APL
Apollo Tubes Limited, acquired Lloyds Line Pipes Limited, as another 100% subsidiary
2011 Successfully completed commissioning of Hosur Plant
17
V. BUSINESS
The Company is engaged in the business of manufacturing of ERW mild steel pipes and tubes in
Black, Galvanized, Pre-Galvanized and Hollow Sections categories in various specifications, sizes,
thicknesses and over the years the Company has emerged as a competitive supplier of high quality
tubes for diverse applications across industries and sectors and its’ products comply with Indian and
International Standards. Its’ brand ‘APL Apollo’ enjoys an outstanding reputation not only in India but
in promising international markets also. ‘APL Apollo’ signifies our passion and commitment for
innovations, superior quality, services and trust.
On Consolidated basis APL Apollo is among the top manufacturers of steel tubes, pipes and hollow
sections in India. Only player having Nationwide Distribution Network supported by multi-location
manufacturing facilities for ERW Black Steel Tubes, Hot-dipped and Pre-Galvanized Tubes and
Hollow Sections. In last decade the we have changed product mix more towards Value Added
Tubes such as Rectangular and Square Hollow Structural Sections, Infrastructure and Fencing
Tubes. All these tubes are manufactured in different sizes (1/2” to 14”) with varying thickness (0.8
mm to 8.0 mm). We manufacture and export a wide range of steel tubes and pipes - both ERW and
Black Galvanized. The Company exports to various countries like USA, UK, Ghana, Mauritius,
Srilanka, UAE, Nigeria, Guyana, North Ireland, Belgium, Trinidad, West Africa and others.
The various products of the Company can be categorised as under:
Tube variant Size End Use

ERW Black* 21 mm to 273 mm Outer Dia Water, Gas & Oil, Transport and
Infrastructure
Hot-dipped 21 mm to 219 mm Outer Dia Mechanical & Engineering
Galvanized Pipe* Applications
Pre Galvanized 27 mm to 114 mm Outer Dia Fencing, Cabling, Ducting and
Green Houses
Hollow Section 19X19 - 220X220 mm square Infrastructure, Oil & Gas, Sugar
40X20 - 300X150 mm rectangular Industry
*with acquisition of LLPL, offering of ERW Black & Hot-dipped Galvanised has enhanced upto 14”
SELLING/MARKETING STRATEGIES :
APL Apollo Tubes (along with its wholly owned subsidiaries) is among the top 3 manufacturers of
steel tubes, pipes and hollow sections in India and only player having Nationwide Distribution
Network supported by multi-location manufacturing facilities. Have direct marketing presence in over
15 states and vast distributor-network comprising ~300 Dealers across India, supported by full-
fledged branches. At present, Company’s having manufacturing presence as follows :
18
Own Plant Locations Subsidiaries’ Plant Locations
Unit 1 Unit 2 Apollo Metalex SLMUL LLoyds Line Pipes

Sikandarabad Hosur Sikandarabad Bengaluru Murbad
Uttar Pradesh Tamil Nadu Uttar Pradesh Karnataka Maharashtra
125,000 200,000 25,000 50,000 90,000

MTPA MTPA MTPA MTPA MTPA
ERW Black, Hot ERW Black, Hot Coil Galvanizing ERW Black, Hot ERW Black, Hot
dipped dipped Facility, Pre dipped dipped
Galvanized, Pre Galvanized, Pre Galvanized Galvanized, Pre Galvanized, API
Galvanized Galvanized Tubes Tubes and Pre Galvanized Certified Line
Tubes and and Hollow Galvanized Tubes and Pipes
Hollow Sections Sections, Coil Hollow Sections Hollow Sections
Galvanizing
Facility
The Company has its own distribution network supported by its multinational manufacturing facilities
and it enables us to serve emerging demand quickly and closely. Direct access to marketplace
realities prepare us towards informed decision-making and providing continuous and contiguous
back-office support. We are targeting Cash and carry terms of trade. The major advantages from this
kind of manufacturing cum marketing network are as follows :
- Geographical reach offers advantage over competitors

- Proximity to the key raw material procurement and consumption markets
- Wider geographical reach at lower logistics cost and lead time
- Ability to fulfill orders and replenish the stocks at a much faster pace
- Proximity to the client’s base ensures quicker delivery and lower risk of transit damage
19
Traditionally, steel tubes and pipes were used mainly for water infrastructure, construction
and management. In the recent years, it has evolved into a full-fledged infrastructure material
with diverse applications across industries. We targets new age uses rather than its
conventional uses :
TRADITIONAL USES NEW AGE USES

Irrigation & Plumbing Bus Body Structures Walkways, Footway Bridges
(Low Floor Buses)
Water Infrastructure Systems Telecommunication Towers Hotels, Malls
Buildings & High-rises Oil, Gas and Sewage Green Houses
Transportation
Fencings Wind Mills, Pre-fabricated Metro Rails, Bus Terminals
Structures
Engineering Applications Fire Fighting Systems Ports, Bridges, Airports etc
Proximity of our units to key markets coupled with our initiatives to expand distribution
network would result in lower inventory cycle and higher market share.
BRAND
The Company’s product enjoys good brand recall and fetches good premium. The Company has
competitive prices for its products and has the ability to provide products as per the customer’s
specific requirements, which resulting in the greater value for money for the customers. Good brand
recall and recognition for its products fetch good margins too.
QUALITY & CERTIFICATION
The Company’s products and process quality are endorsed by the following certifications:
 Integrated Management System ISO 9001:2008

 Environment Management Systems 14001: 2004
 OHSAS 18001:2007
 IS 1161: Structural application
 IS 1239: Water and gas application
 IS 3589: Water, gas and sewerage
 IS 3601: General engineering
 IS 4270: Water wells and casing pipes
 IS 4923: Structural tubes for infrastructural purpose
 IS 9295: Idlers for conveyors
The Company has prestigious accreditations like Underwriter Laboratories, CE and SGS France and
is a recognised Export House. All its products are endorsed by BIS.
20
OWN DISTRIBUTION NETWORK
Conventionally in our business, much of the material is marketed to dealers who in turn market our
products to end customers. What makes our story compelling is that in view of the explosive demand
growth taking place in some of our downstream sectors, we decided to reinforce this dealer-led
marketing model with direct sales. We did so through the institution of our own network across India,
creating a robust direct servicing and selling network.
The advantages of going direct to consumers comprise the following:
 An ability to service emerging demand closer and quicker to customers

 The provision of continuous and contiguous back-office support
 Direct access to marketplace realities leading to informed decision-making
 Cash and carry terms of trade, shrinking receivables
 Better capture of the value chain from raw material to retail
presently having direct marketing presence in over 15 states and vast distributor-network
comprising ~300 Dealers across India
Exports to over 35 countries across all continents
21
VI. PROMOTERS AND MANAGEMENT
The company was promoted by Late Sh. S. K. Gupta and Mrs. Saroj Rani Gupta. Subsequently other
persons also assisted in the expansion and diversification of the affairs of company. These persons are
also considered as the Promoters. Over the years after the demise of Sh. S. K. Gupta, Its management
was taken over by his son Mr. Sanjay Gupta. At present Mr. Sanjay Gupta is Chairman cum Managing
Director of the Company, other directors are
1. Mr. Vinay Gupta
2. Mr. Sameer Gupta
3. Mr. C. S. Johri
4. Mr. Aniq Husain
5. Mr. S. T. Gerela
DETAILED PROFILE OF THE DIRECTORS
Mr. Sanjay Gupta

Chairman cum Managing Director
PAN : ALQPG6676F
DIN : 00233188
Date of Birth : 20.07.1971
Address : 106, Hargobind Enclave, Vikas Marg, Delhi – 110092,
Brief profile : a renowned Industrialist and carries enriched experience of more than 17 years in
the various segments of the steel industry. Due to his rare administrative and entrepreneurial skills, the
Company have attained a remarkable market value and steady growth.
His specific functional areas include manufacturing and marketing of Steel Pipes and Tubes, Hollow
Sections and other Infrastructure products besides having in-depth knowledge of investment and
management matters. He has steered the Company to national and international recognitions. With his
vision and leadership, APL Apollo Tubes Ltd. today stands as the premier manufacturer of ERW Steel
Tubes and Pipes, a government recognised Export House, a household name for quality products. He is
responsible for all day-to-day affairs of of the Company.
Mr. Vinay Gupta

Promoter Director
PAN : AAJPG8386L
DIN : 00005149
Brief profile : a commerce graduate having more than 14 years experience in export and
international markets. He has in-depth knowledge of manufacturing and trading of pipes, tubes, sheets
and other steel products having participated in many international steel pipe fairs and exhibitions.
22
Mr. Sameer Gupta
Promoter Director
PAN : ACCPG1590P
DIN : 00005209
Brief profile : a Commerce Graduate having experience of more than 12 years in the various
segments of the tube industry and has wide knowledge of manufacturing and trading of pipes, tubes and
other allied products. Due to his extensive knowledge, business skills, managerial experience and
capabilities Apollo Pipes Private Limited has achieved a remarkable place in PVC pipes in a very short
span of time.
Mr. S. T. Gerela
Independent Director
PAN : ACHPG1486H
DIN : 01565534
Address : 34, New Silverline, Home No. 15, Kantawadi Road, Bandra (W) Mumbai
Brief profile M.A., L.L.B and C.A.I.I.B has been associated with various regulatory authorities
like SEBI, RBI, BSE and others. He has rich experience of capital market, banking, regulatory affairs,
economic analysis and policy, management, administration and investor relations. He has been member
of various committees; study groups; delegates constituted by government/semi govt. authorities and
authored several articles, research papers, books on capital market /economic affairs.
Mr. Aniq Husain

PAN : AAAPH0319P
DIN : 01435138
Address : 876, Sector A, Pocket C, Vasant Kunj, New Delhi 110 070
Brief profile B. Tech (Mechanical) from IIT Kharagpur and Master in Industrial Engineering &
Management. He has wide experience in industrial projects, engineering and management affairs. He
has been associated with various ventures in different capacities and is conversant with latest industrial
techniques.
Mr. C. S. Johri,
PAN : AAAPJ0683L
DIN : 00005312
Address : C-5/5, 53, Mangala Apptt. Patparganj, I.P. Extn. Delhi 110 092
Brief profile : a Law graduate and post graduate in Arts is an independent director associated
with the Company. Mr. Johri has worked with Bank of India as Asstt. General Manager at Zonal Office
and has expert knowledge of banking, finance, management and administration.
23
VII STATUS ON CORPORATE GOVERNANCE
REPORT ON CORPORATE GOVERNANCE

Your Company has complied, in all material respects, with the features of Corporate Governance code
as per Clause 49 of the Listing Agreement with the Stock Exchanges.
The Status of the Corporate Governance code of the Listing Agreement by APL Apollo Tubes Limited is
given below:
1. Company philosophy on Code of Governance
The Company believes in and has consistently followed good Corporate Governance. A sound
governance process consists of various business practices, which not only result in enhanced
shareholders’ value in the long run but also enables the Company to fulfill its obligations towards its
customers, employees, vendors and to the society in general. The Company firmly believes that good
governance is founded upon the principles of transparency, accountability, independent monitoring and
environmental consciousness.
2. Board of Directors
Composition
The Board of Directors consists of an optimal mix of Executive Directors and Independent Professionals
who have in-depth knowledge of business, in addition to expertise in their areas of specialisation. The
Directors bring in expertise in the fields of human resource development, strategy, management, finance
and economics among others. The Board provides leadership, strategic guidance, objective and
independent view to the Company’s management while discharging its fiduciary responsibilities, thereby
ensuring that management adheres to high standards of ethics, transparency and disclosure.
As on March 31, 2011, the Board comprised six Directors. The Board meets the requirement of not less
than one half being independent Directors. The size and composition of the Board conforms to the
requirements of Clause 49 of the Listing Agreement (Corporate Governance Code) with the Stock
Exchanges.
None of the Directors hold chairmanship of more than 5 committees or Membership in more than 10
committees of public limited companies.
Board functions and procedure
The Board plays a pivotal role in ensuring good governance. Its style of functioning is democratic. The
Board members always had complete freedom to express their opinion and decisions are taken after
detailed discussions after which, a consensus is reached. They are also free to bring any matter up for
discussion at the Board Meetings with the permission of the Chairman.
24
In accordance with the provisions of Clause 49 of the Listing Agreement, the Board meets at least once
in every quarter to review the quarterly results and other items of agenda as required under Annexure
1A of Clause 49 of Listing Agreement, and if necessary, additional meetings are held. It has always
been the Company’s policy and practice that apart from matters requiring the Board’s approval by law,
all major decisions including quarterly/yearly results of the Company and its divisions, financial
restructuring, capital expenditure proposals, sale and acquisition of material nature of assets, mortgage
and guarantee, among others, are regularly placed before the Board. This is in addition to information
with regard to detailed analysis of operations, major litigations, feedback reports and minutes of all
committee meetings.
During the financial year 2010-11, ten Board Meetings were held on April 26, 2010, June 4, 2010, June
21, 2010, July 14, 2010, July 28, 2010, September 1, 2010, September 20, 2010, October 18, 2010,
December 22, 2010 and January 31, 2011.
The Composition of Board of Directors, their shareholding, attendance during the year and at the last
Annual General Meeting, Number of other Directorships, Committee memberships and Chairmanships
held by them as at March 31, 2011 are given below:
Directors Shares No. of other

Category Attendance
Held Directorships#
Board Last
Directorships
Meetings AGM
Mr. Sanjay Gupta
CMD 1,96,450 10 Yes 3
Mr. Vinay Gupta NE 21,900 9 Yes 3
Mr. Sameer Gupta
NE 20,103 9 Yes 4
Mr. Aniq Husain NE* 2,200 8 Yes -
Mr. S T Gerela
- 2 No 1
NE*
Mr. C S Johri NE* - 10 Yes -
C = Chairman, MD = Managing Director, NE = Non-Executive Director
* Also Independent in terms of Provisions of Clause 49 (1) (A) (iii)
# Excludes private/foreign companies.
All the independent Directors fulfil the minimum age criteria i.e. 21 years as specified in Clause 49 of the
listing agreement. No Director is related to any other Director on the Board in terms of the definition of
“relative” given under the Companies Act, 1956, except Mr. Sanjay Gupta, Mr. Vinay Gupta and Mr.
Sameer Gupta, who are brothers.
* None of the Directors hold chairmanship/membership in Board Committees (Clause 49 of Listing

Agreement) of other companies.
25
3. Audit Committee
The Audit Committee comprises 3 Directors, of which 2 are Non-Executive and Independent Directors.
The Chairman of the committee is a Non-Executive Independent Director. All the Members of the
committee have good financial and accounting knowledge. Auditors and Vice-President (Finance) are
invitees to the meetings and Company Secretary acts as secretary of the committee. The minutes of the
Audit Committee Meetings are placed before subsequent Board Meeting.
During the year, the meetings of the Audit Committee were held on April 26, 2010, July 28, 2010,
September 1, 2010, October 18, 2010 and January 31, 2011. The composition of the Audit Committee
as on March 31, 2011 and the meetings attended by its members are as under:
S. No. Name of Directors Category Attendance

1. Mr. C S Johri (Chairman) Independent Non-executive 5
2. Mr. Aniq Husain Independent Non-executive 5
3. Mr. Sameer Gupta Non-executive Promoter 5
The Chairman of Audit Committee was present in the last Annual General Meeting to answer
shareholders queries.
Scope and functions
The terms of reference of audit committee includes overseeing the audit functions, review of the
Company’s financial performance, compliance with Accounting Standards and all other matters specified
under Clause 49 of the Listing agreement and in Section 292A of the Companies Act, 1956.
The Audit Committee’s role includes overview of our financial reporting process, recommending the
appointment and removal of statutory auditors, fixing audit fees, reviewing management discussion and
analysis, annual financial statements prior to submitting those to the Board, reviewing related party
transactions and financial risk management policies.
4. Remuneration Committee
The Board has constituted a Remuneration Committee to evaluate the performance and remuneration of
directors and approving remuneration and terms of whole-time Directors within the overall ceilings
approved by the shareholders.
26
The decisions of the Remuneration Committee are placed in the subsequent board meeting. During the
year, the committee met once, on September 1, 2010, which was duly attended by all committee
members. The constitution of the Remuneration Committee as on March 31, 2011 is as follows:
Status
S. No. Name of Directors
1. Mr. Aniq Husain Chairman
2. Mr. C S Johri Member
3. Mr. S T Gerela Member
Remuneration to Directors
During the year ended March 31, 2011 only Mr. Sanjay Gupta was paid Salary: Rs. 24,00,000 Other
Benefits: Nil and no payment was made to any other Director.
5. Investor Grievance Committee
The Investor Grievance Committee constituted by the Board comprises three members with an
Independent Non-executive Director as Chairman of the committee. The constitution of Investor
Grievance Committee as on March 31, 2011 is as follows:
Status
S. No. Name of Directors
1. Mr. S T Gerela Independent Non-executive
2. Mr. C S Johri Independent Non-executive
3. Mr. Vinay Gupta Non-executive Promoter
Scope and functions
The scope and functions of the Committee includes approval of transfer/transmission of shares and
other matters like consolidation/ split of certificates, issue of duplicate share certificates,
dematerialisation/rematerialisation of shares in stipulated period of time. The Committee also supervises
redressal of Investor Grievances and ensures cordial investors relations. During the year, the committee
met once on October 18, 2010, which was duly attended by all the Committee members. Details of
share transfer/transmission etc. as approved by the Committee are placed at the Board Meetings from
time to time.
Details of Shareholders’ complaints received and replied to their satisfaction: the Company has
adequate systems and procedures to handle the investors grievances and the same are being resolved
on priority basis.
During the year five investor’s complaints was received and resolved within the stipulated period. By
March 31, 2011 no investor complaint was pending.
27
6. Details of last three Annual General Meeting
a) Location, Date and time, where last three Annual General Meetings (AGMs) were held :
Financial
Date Time Venue
Year
2007-08 30.09.2008 12.30 P.M. Gg’s Banquet, Plot No. 14, Laxmi Nagar District Center,
Vikas Marg, Delhi
Vikas Marg, Delhi
Vikas Marg, Delhi
b) Two Extra-Ordinary General Meetings on June 30, 2010 and October 18, 2010 of the shareholders
were held during the financial year for change of name of the company from Bihar Tubes Limited to APL
Apollo Tubes Limited and issue of warrants on preferential basis to APL Infrastructure Private Limited,
vide special resolution, respectively.
c) No resolution was put through postal ballot in last years.
7. Disclosure
a) Management discussion and analysis
The detailed report on ‘Management Discussion and Analysis’ is given separately in the annual report.
b) Disclosure on materially significant related party transactions
Transactions with related parties are being disclosed separately in notes to the accounts in the annual
report. There was no transaction of material nature with the Directors or the Management during the
year that had potential conflicts with the interest of the Company at large.
c) Detail of non-compliance, penalties, strictures etc.
During the last three years, there were no strictures or penalties imposed on the Company either by the
Stock Exchanges or SEBI, or any statutory authority for non-compliance of any matter related to capital
market.
d) Whistle Blower Policy
The Company has adopted a proper procedure in this regard. Employees can report to the management
their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of
conduct. Further no personnel have been denied access to the Audit Committee.
28
e) Code of Conduct
In line with the amended Clause 49 of the Listing Agreement, the Company has adopted a Code of
Conduct for its Directors and Senior Executives. The same has also been placed on the Company’s
website www.aplapollo.com under the head ‘Investor Relations’
Declaration as required under Clause 49 of listing agreement
All the members of the Board and senior management personnel complied with the Code of Conduct
for the financial year ended March 31, 2011.
Delhi 110 092 SANJAY GUPTA

August 30, 2011 Chairman-cum-Managing Director
f) Certification by CEO
A certificate obtained from Chief Executive Officer on the Financial Statements of the Company in terms
of Clause 49 of the Listing Agreement was placed before the Board, who took note of it and took the
same on record.
g) Secretarial Audit
A qualified practicing Company Secretary carried out the Secretarial Audit on quarterly basis to reconcile
the share capital with National Securities Depository Services Ltd. (“NSDL”) and Central Depository
Services Ltd. (“CDSL”) and the total issued and listed capital. The audit confirms that the total issued /
paid-up capital is in agreement with total number of shares in physical forms and total number of demat
shares held with NSDL and CDSL
h) Brief resume of Director being appointed / re-appointed
A brief resume, nature of expertise in specific functional areas, names of companies in which the person
already holds directorship and membership of committees of the Board and his shareholdings in the
Company forms part of the Notice of the Annual General Meeting, annexed to this Annual Report.
i) Compliance with mandatory and non-mandatory requirements
The Company has complied with all the mandatory requirements along with some non-mandatory
requirements also.
29
8. Compliance Certificate of the Auditors
Certificate from the Auditors of the Company, M/s. VAPS & Co., confirming compliance with the
conditions of Corporate Governance as stipulated under Clause 49, is annexed herewith, forming part of
the Annual Report.
This Certificate has also been forwarded to the Stock Exchanges where the securities of the Company
are listed.
9. Means of communication
The information about the financial performance of the Company is disseminated on a regular basis
through newspapers and website of the Company www.aplapollo.com besides communicating the same
to the Stock Exchanges.
Further, financial results, corporate notices etc. of the Company are published in the newspapers like
Economic Times, Financial Express, Business Standard, Navbharat Times (hindi) and Jansatta (hindi).
Designated exclusive e-mail ID: The Company has designated the following e-mail ID exclusively for
investor servicing: investors@aplapollo.com
10. Share holders information
Annual general meeting
Date and Time September 30, 2011 at 1.30 P.M.

Venue Gg’s Banquet, Plot No. 14, Laxmi Nagar District Center, Vikas
Marg, Delhi
Book Closure September 27, 2011 to September 30, 2011 (both days
inclusive)
Financial calendar (tentative)
Period Board Meetings

Results for Quarter Ended June 30, 2011 end July 2011
Results for Quarter Ended September 30, 2011 end October 2011
Results for Quarter Ended December 31, 2011 end January 2012
Results for Quarter Ended March 31, 2012 end April 2012
30
Listing Information
1. Delhi Stock Ex. Limited [RSE]
2. U.P. Stock Ex. Limited, Kanpur
3. Ahmedabad Stock Ex. Limited, Ahmedabad
4. Calcutta Stock Ex. Limited, Kolkata
In addition, Equity Shares of the Company are permitted to trade at Bombay Stock Exchange
under BSE-Indonext segment (Scrip Code : 590059) The Listing Fees of all the stock exchanges
has been paid.
Distribution Schedule as at March 31, 2011
Nos. of Equity Shares held No. of holders % to Total No. of Shares % to Total
Up to 500 4,342 83.82 5,36,507 2.64

501-1000 321 6.20 2,77,452 1.37
1001-2000 171 3.30 2,68,026 1.32
2001-3000 71 1.37 1,83,690 0.91
3001-4000 49 0.95 1,79,440 0.88
4001-5000 42 0.81 2,01,239 0.99
5001-10000 58 1.12 4,70,822 2.32
10001 and above 126 2.43 1,81,79,507 89.57
TOTAL 5,180 100.00 2,02,96,683 100.00
Shareholding pattern as on March 31, 2011
% to total % to total
Category No. of Shares Held
Voting Rights Holding
Indian Promoters 83,00,000 40.89 40.89
Foreign Institutional Investors [FII] 1,56,000 0.77 0.77
Bodies Corporate 48,66,109 23.98 23.98
Indian Public 68,76,544 33.88 33.88
NRIs / OBCs 98,030 0.48 0.48
TOTAL 2,02,96,683 100.00 100.00
31
Market Price Data*
Month & Year Stock price at BSE

BSE Sensex
(In Rs. Per share)
Traded
High Low High Low
Quantity
April 2010 134.20 106.00 52,48,709 18,047.86 17,276.80
May 2010 124.70 99.40 33,38,788 17,536.86 15,960.15
June 2010 114.00 103.10 12,59,512 17,919.62 16,318.39
July 2010 125.70 104.75 43,46,772 18,237.56 17,395.58
August 2010 150.20 119.65 96,51,893 18,475.27 17,819.99
September 2010 170.25 133.30 44,10,588 20,267.98 18,027.12
October 2010 165.90 147.05 36,67,765 20,854.55 19,768.96
November 2010 162.00 122.55 32,77,695 21,108.64 18,954.82
December 2010 154.45 109.00 38,12,422 20,552.03 19,074.57
January 2011 157.00 131.25 8,49,181 20,664.80 18,038.48
February 2011 136.80 111.00 8,90,602 18,690.97 17,295.62
March 2011 147.00 113.25 45,12,371 19,575.16 17,792.17
32
Registrar and Share Transfer Agent

M/s. Abhipra Capital Limited
GF- Abhipra Complex, Dilkhush Industrial Area
A-387, G.T. Karnal Road Azadpur, Delhi-110033
Tele. No. 011-42390725 Fax. No. 011-2721 5530
rta@abhipra.com
Share transfer system
Share transfer and related operations for APL Apollo Tubes Limited are conducted by M/s Abhipra
Capital Limited, which is registered with the SEBI as Category I Registrar. Share transfer is normally
affected within stipulated period, provided all the required documents are submitted.
Dematerialisation of Shares
The Company’s shares are compulsorily traded in dematerialised form and are available for trading on
both the Depositories in India – National Securities Depository Limited (NSDL) and Central Depository
Services (India) Ltd. (CDSL).
20187612 Equity Shares of the Company representing 99.46% of the Company’s share capital were
dematerialised as on March 31, 2011. The trading of the Company’s equity share fall under the category
of compulsory delivery in dematerialised mode by all categories of investors.
Outstanding ADRs/ GDRs/ Warrants or any Convertible instruments
During the year under review, 16,41,953 Warrants were allotted to APL Infrastructure Private Limited, a
promoter group entity, on preferential basis, on December 22, 2010. Each warrant entitles the holder
thereof, to subscribe to one Equity share of the Company of the face value of Rs. 10/- each, at a price of
Rs 176/- per share, at any time within a period of 18 months from the date of allotment of warrants i.e.
before June 22, 2012.
Plant Location
Unit – I
A-19, Industrial Area,
Sikandrabad, Distt. Bulandsahar (U.P.)
Phone: 95-5735-222504, 223157
Unit –II
No. 332-338, Alur Village,
Perandapalli, Hosur,
Tamil Nadu.
Phone : 04344-560550
33
Subsidiaries’ Plant Locations
Apollo Metalex Private Ltd

A-2, Industrial Area, Sikandrabad,
Distt Bulandshahar (U.P.)
Shri Lakshmi Metal Udyog Ltd

No. 9 to 11, KIADB Industrial Area
Attibele, Bengaluru – 562107
Lloyds line Pipes Ltd

Plot No. M-1, Addituional MIDC Area, Murbad, Thane
Maharashtra - 421401
Investors Correspondence
Investors correspondence can be made on Regd. Office of the Company as given under:
Investor cell
37, Hargobind Enclave,
Vikas Marg, Delhi – 110092.
Phone: 011- 22373437 Fax 011-22373537
Mail : investors@aplapollo.com
34
VIII MANAGEMENT DISCUSSIONS AND ANALYSIS
Global economy
The global economy grew at 5.1% in 2010 against a negative 0.5% in 2009. Stronger than expected
growth in the US and Japan strengthened economic growth while growth in emerging economies was
buoyed by private demand, accommodative policy stances and resurgent capital inflows.
GDP growth (%)

2009 2010
Global (0.5) 5.1
Advanced economies (3.4) 3.0
Emerging economies 2.8 7.4
Source: IMF
Indian economy
Driven primarily by significant growth in agriculture and supported by a 10% growth in the services
sector, the Indian economy grew 8.5% in 2010-11 even as inflation remained in two digits for most of
2010. The Indian economic outlook is bright, sustained by growth in the agricultural and services
sectors, rising private consumption and rising infrastructure investments.
Global pipes industry

Despite a decline in demand, North America remained a large pipes market on account of legacy pipe
replacement (estimated 909 projects will create an USD 88 bn opportunity; an addition of 368,244 km of
pipelines could translate into a demand for 74 MT according to Simdex, Wallfort Research)
Opportunity
Region Projects Total length Percentage of MT USD bn
(km) total demand
North America 244 79,758 22 16 19
Latin America 62 34,466 9 7 8
Europe 139 48,778 13 10 12
Africa 68 28,413 8 6 7
Middle East 145 49,953 14 10 12
Asia 192 108,761 30 22 26
Australia 59 18,315 5 4 4
(Source: Simdex, Wallfort Research)
Global crude oil production is expected to rise from 80 bpd in 2009 to a projected 96 barrels per day
(bpd) by 2035. Further, natural gas production is expected to rise 47% from the 2009 levels of 2,696 mn
tonnes of oil-equivalent (mtoe) to 4,006 mtoe by 2035.
35
Indian pipes industry
The Indian pipes industry is categorised under the oil and gas and the non-oil and gas sectors. India is
among the three leading pipe manufacturing hubs after Europe and Japan on account of lower
manufacturing costs and adherence to stringent quality. Indian pipe manufacturers are expected to
increase production capacity over the next five years with an investment of around Rs. 50,000 crore
(Source: Industry) to reinforce infrastructure (gas pipeline network at only 3.29 km per 1,000 sq km).
With large public and private sector investments, the share of oil and gas transportation through
pipelines is expected to increase. According to The Ministry of Petroleum and Natural Gas (MoP&NG),
penetration through pipes is expected to touch around 45% over the next 2-3 years (Source: industry).
Country Area (mn sq. km) Pipeline (1,000 km) Pipeline spread (km/1,000
sq. km)
India 3.3 10.8 3.3
USA 9.2 490.8 53.6
France 0.7 31.7 47.0
Pakistan 0.8 56.4 70.8
(Source: IOC, Industry)
Road ahead
The natural gas industry almost trebled production from 60 mn standard cubic metres per day (mscmd)
in 2000 to 170 mscmd in 2010. The MoP&NG allocated nine projects aggregating over 8,000 km length
and 176 mscmd capacity. Gas demand is estimated to increase from 200 mscmd in 2010-11 to around
440 mscmd by 2019-20, which will trigger growth in pipeline infrastructure and catalyse the construction
of 15,000 km of transmission pipelines (Source: India Infrastructure).
Growth drivers
Agriculture: Agricultural outlay increased 19.79% to Rs. 147.44 bn in Budget 2011-12, which will drive
irrigation and steel pipe demand. The government allocated Rs. 100 bn to NABARD’s short-term rural
credit fund for FY12 and made an increased allocation of Rs. 78.60 bn to Rashtriya Krishi Vikas Yojana
in FY12 (Rs. 67.55 bn in FY11).
Irrigation: With only 2.45% of global landmass, India supports nearly 16% of the world’s population with
a meager 4% of the world’s fresh water resource (Source: Economic Times, 17 January 2011). There is
an increase in use of drip and sprinkler irrigation methodology compared to flood irrigation. On one hand
where flood irrigation provides efficiency of only 35-55%, use of micro irrigation increases the efficiency
upto 200%. Lesser use of fertilizer and pesticide, saving in labour, energy and operational cost will
increase the usage of drip and sprinklers for irrigation and propel the demand for pipes.
Water infrastructure: Some 262 projects were sanctioned under Jawaharlal Nehru National Urban
Renewal Mission (value Rs. 3,440.41 bn) to cater to water supply and sewerage. The demand for water
connections in India is estimated to rise to over 400 mn by 2017 from the current 300 mn.
36
Urbanisation: Globally, about 3 bn people or 50% of the world’s population live in urban settlements.
This is expected to rise to 5 bn (61%) by 2030. According to a McKinsey report (2010), cities are likely to
house 40% of India’s population by 2030. Indian cities require capital expenditure of USD 1.2 tn over the
next 20 years, equivalent to USD 134 per capita per annum. The current annual spending on this is USD
17 per capita (Source: India Infrastructure, February 2011).
Oil and gas sector: Only 32% of petroleum products are transported through pipelines in India
compared with a global average of around 79% in oil and gas transportation. Moreover, India’s present
natural gas transportation infrastructure is around 10,800 km with a capacity to move 270 mscmd.
India’s gas supply is pegged at 135 mscmd, likely to go up to 220 mscmd by 2014.
Pre-fabricated steel: Pre-fabricated structures lead to savings in construction, freight and energy
consumption. The sector is expected to touch Rs. 25 bn by 2011 (Source: FICCI). According to reports,
it is the fastest-growing sector with a 10-12% CAGR.
Telecommunications: Out of 811.59 mn telephone subscribers in the country, only 33.35% are rural.
With 70% of the population residing in rural India across its 6 lac villages and contributing 45% to its
GDP, the opportunity is large (Source: India Infrastructure, June 2011). Value-added telecom services
are valued at Rs. 110-120 bn, translating into around 10% of wireless industry revenues and likely to
rise further.
Automobiles: A surging economy and newer models saw passenger vehicles sales in India boom in
2010, making it the world’s second fastest growing market ahead of Japan, Brazil, US and UK. The
country also outgrew China in regard to commercial vehicles backed by strong growth in infrastructure.
Despite rising interest rates and higher inflationary pressures, the industry is expected to grow at 12-14
per cent in 2011.
Engineering sector: The engineering sector witnessed a robust growth of around 15% year-on-year
revenue growth in calendar year 2010. There is tremendous growth in metallurgical industry, fabrication
of metal products, machinery and equipment, electricals and automotives among others. The sector is
expected to attract an investment to the tune of Rs. 238,896.24 crore.
Low-floor buses: Since 2009, petrol prices increased 50% with over 30% increase in 2010-11 itself.
This induced bus makers (Volvo and Mercedes-Benz) to introduce low-floor buses. A production of
52,000 units in 2010-11 is expected to rise to 65,000-70,000 units by 2011-2012 (Source: Times of
India, May 30,2011) The bus market is expected to grow at a healthy 20% over three years with Rs.
15,260 cr allocated under JNNURM for low-floor buses in Budget 2011-12.
Power : Ernst & Young ranked India as the fourth-most attractive country for renewable energy
investment. India’s wind power potential is estimated at 48,000 MW. By 2022, India expects to
commission 38,500 MW wind power capacity (with large investments from the private sector) in Tamil
Nadu, Gujarat, Maharashtra, Karnataka and Rajasthan.
37
City gas distribution pipelines (CGD): Presently due to discretionary demand, the gas distribution
lines are in select cities. However, aggressive plans and expansion will drive the CGD networks to more
than 250 cities by 2015. This will require adequate pipeline infrastructure and increase the demand of
pipes. Multiple imperatives for incumbent and emerging players are set to leverage the opportunity and
ensure a CAGR of 25-30% by 2020.
Ports: India’s coastline is spread over 7,500 km with 13 major and 200 non-major ports (minor and
intermediate). Indian ports registered 3.95% cargo traffic growth in 2010-11 at 883.48 MT, compared
with 849.89 MT in the previous year. The Ministry of Shipping estimates that Indian ports are likely to
handle 1,032 MT and 2,495 MT cargo by 2011-12 and 2019-20, respectively. By end of 2011-12, major
ports target 741 MT capacity, implying an addition of 96 MT in the current fiscal (Source: India
Infrastructure, June 2011).
Airports: Passenger traffic, aircraft movement and freight traffic registered 15.25%, 11.82% and
11.89% CAGR respectively between 2001 and 2011 (Source: India Infrastructure). The Twelfth Plan
envisages an investment of nearly USD 10 bn in the country’s airport sector, 90% expected to come
from the private sector. The construction of greenfield projects is on the rise as nearly 15 greenfield
projects were approved by the Steering Committee of the Ministry of Civil Aviation (Source: India
Infrastructure, January 2011).
Real estate: According to reports, pan-India demand for office space is expected to be 196 mn sq. ft
(msf) for 2009-13. Over the same period, demand for retail space is expected to be 43 msf and the
residential sector at 7.5 mn units (Source: India Infrastructure).
``````
38
APL APOLLO’S SWOT ANALYSIS
Strengths
 accredited with ISO 9001:2000, ISO 14001:2004, OHSAS 18001:2007
 UL, CE & SGF France certifications
 Units located in north south and west India, proximate to customers
 Possesses a range of more than 300 products
 Installed cutting-edge manufacturing technology (Kusakabe, Japan) at all plants
 International footprint across 35 countries
 Direct reach to retail consumers through own distribution network
 Distinct business model with capacity to inroad into adjacent business space
Challenges
 Products are commoditised.
 Non-significant presence in exports so far,
though the company has acquired Lloyds Line Pipes Limited to fortify its export turnover.
 Industry is fragmented amongst small regional players and is highly competitive.
 Volatility in raw material prices requires pro-active handling.
 Effective management of conflict of interest between dealer network & own distribution network.
 Management of affairs at multiple locations.
Opportunities
 Pipeline infrastructure is more cost-effective over rail and road transportation
 India enjoys low production costs (labour and power)
 Negligible city gas distribution pipeline penetration in the country,
providing tremendous opportunity
 Increased focus by the government on infrastructure
 Emerging replacement demand
 Increasing pipe consumption with the increased per capita disposable income.
 Increasing lifestyle spend by both government and individual.
Threats
 Increased capacity addition in the industry.
 Rising interest rates
39
Information Memorandu
IX. FINANCIAL RESULTS OF APL APOLLO TUBES LIMITED
AUDITOR’S REPORT
The Board of Directors

1. We have audited the attached consolidated balance sheet of APL Apollo Tubes Limited (the
‘Company’) and its subsidiaries (together referred as ‘Group’) as at March 31, 2011, and also the
consolidated profit and loss account and the consolidated cash flow statement for the year ended on
that date annexed thereto. These financial statements are responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our
audit.
2. We have conducted our audit in accordance with the auditing standards generally accepted in India.
Those Standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
The financial statements of two subsidiaries namely Shri Lakshmi Metal Udyog Limited and Lloyds
Line Pipes Limited have not been audited by us, whose financial statements reflect total assets of `
12591.82 Lacs as at 31st March 2011, total revenues of `19804 Lacs and net cash out flows
amounting to ` 229.40 Lacs for the year then ended. These financial statements and other financial
information have been audited by other auditors whose reports have been furnished to us, and our
opinion is based solely on the report of such other auditors
3. We report that the consolidated financial statements have been prepared by the Company in
accordance with the requirements of Accounting Standards 21, (CFS), issued by the Institute of
Chartered Accountants of India as notified under the Companies (Accounting Standard) Rules, 2006
and on the basis of separate audited financial statements of the Company and its Subsidiaries included
in the Consolidated Financial Statement.
4. In our opinion and to the best of our information and according to the explanations given to us, the
consolidated financial statements give a true and fair view in conformity with the accounting principles
generally accepted in India.
a) In the case of the consolidated balance sheet, of the state of affairs of the Group as at March 31, 2011.
b) In the case of the consolidated profit and loss, of the profit / loss for the year ended on that date; and
c) In the case of the consolidated cash flow statement, of the cash flows for the year ended on that date.
For VAPS & Co.

Chartered Accountants,
Firm Regn. No. 003612 N
(P.K.JAIN)
Partner Date: August 30, 2011
M.N. 82515 Place: New Delhi
40
(Figures in `)
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2011
PARTICULARS SCHEDULE A As at March, 2011 As at March 31, 2010
SOURCES OF FUND
1. SHAREHOLDER'S FUND
(a) Share Capital 1 20,29,66,830 20,29,66,830
(b) Share Warrants 7,22,45,932 -
(c) Reserve & Surplus 2 2,09,11,88,488 2 ,36,64,01,250 1,70,75,80,623 1,91,05,47,453
2. LOAN FUNDS
(a) Secured Loan 3 2,40,17,94,370 1,57,25,02,749
(b) Unsecured Loan 4 6,13,75,949 2,46,31,70,319 - 1,57,25,02,749
3. DEFERRED TAX LIABILITY 5 17,95,42,694 10,89,83,104
TOTAL 5,00,91,14,264 3,59,20,33,305
APPLICATION OF FUNDS
1. FIXED ASSETS 6
Gross Block 2,11,58,30,563 1,31,16,56,659
Less : Depreciation 18,13,69,252 10,22,60,114
NET BLOCK 1,93,44,61,311 1,20,93,96,545
2. GOODWILL ON CONSOLIDATION 19,90,00,163 -
3. INVESTMENTS 7 2,31,31,829 -
4. NET CURRENT ASSETS
Current Assets, Loans &
Advances
(a) Inventories 8 1,46,54,18,074 80,50,15,731
(b) Sundry Debtors 9 1,01,29,02,741 78,17,21,497
(c) Cash and Bank balance 10 21,83,02,854 27,18,61,628
(e) Loans and Advances 11 44,13,61,706 76,89,60,221
(f) Other Current Assets 12 26,67,53,849 10,58,68,795
3,40,47,39,225 2,73,34,27,872
Less : Current Liabilities &
Provisions
(a) Current Liabilities 13 37,03,35,109 18,86,58,098
(b) Provisions 14 19,88,48,618 16,91,16,282
56,91,83,727 35,77,74,380
Net Current Assets 2,83,55,55,497 2,37,56,53,491
Profit & Loss Account
5. MISC.EXPENDITURE 15 1,69,65,463 69,83,269
TOTAL 5,00,91,14,264 3,59,20,33,305
Notes forming part of Accounts 25
41
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31,2011 (Figures in `)
PARTICULARS SCHEDULE YEAR ENDED YEAR ENDED
MARCH 31, 2011 MARCH 31, 2010

INCOME
Gross Realisation 16 9,85,14,83,431 6,65,94,82,772
Less : Excise Duty & Cess 79,95,36,320 47,93,99,812
Net Realisation 9,05,19,47,111 6,18,00,82,960
Other Income 17 25,94,242 49,95,798
Variation in Stock 18 16,98,06,513 16,81,99,198
Profit on Sale of Capital ts 24,423 2,28,00,098
TOTAL 9,22,43,72,289 6,37,60,78,053

EXPENDITURE
Raw Material Consumed 19 7,52,34,48,482 ,21,83,52,844
Manufacturing Expenses 20 27,20,75,764 16,70,00,477
Excise Duty on Increase/Decrease in
Stock 75,60,807 2,18,75,459
Power and Fuel 21 14,40,65,690 11,63,77,987
Administrative and Other Expenses 22 8,81,31,299 5,82,17,376
Financial Charges 23 20,93,44,623 10,83,05,638
Selling and Other Expenses 24 28,99,30,872 19,22,27,076
Depreciation 6 5,73,04,041 3,61,32,869
Misc Expenditure Written off 15 45,90,073 17,58,842
Loss on Sale of Capital Assets 18,27,497 12,99,735
8,59,82,79,149 5,92,15,48,303
Profit for the Year Before Tax 62,60,93,140 45,45,29,751
Less : Provision for
Current Year Tax 14,22,69,259 10,76,20,931
Deferred Tax Liability (Net) 5,79,85,413 5,22,95,481
Wealth Tax 73,446 52,665
Add : MAT Credit Entitlement 83,73,558 44,39,480
Less : Adjustment of Taxes for Earlier
Years 31,95,298 12,50,645
43,09,43,281 29,77,49,511
Add : Profit and Loss b/f 50,25,91,170 27,23,33,867
Amount Available for Appropriation 93,35,34,451 57,00,83,378
Interim Dividend Paid 4,05,93,366 4,05,93,366
Dividend Distribution Tax on Interim
Dividend 67,42,050 68,98,842
2,00,00,000
Transfer to General Reserve 4,00,00,000
Balance Carried to Balance Sheet 84,61,99,035
Earning Per Share (Basic) - Rs. 21.32 13.61
Earning Per Share (Diluted) - Rs. 19.73 13.61
42
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2011 (Figures in `)
PARTICULARS AS AT MARCH 31, 2011 AS AT MARCH 31, 2010
1. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax and extra ordinary items 62,60,68,717 43,17,29,654
Add: Adjustments for:
Depreciation 5,73,04,042 3,61,32,869
Misc Exps Written Off 45,90,073 17,58,842
Interest & Finance Charges 20,93,44,623 17,21,84,866
Loss on sale of fixed assets 18,27,497 12,35,838
Adjustment of Taxes Earlier Years (31,95,298) 26,98,70,937 (12,28,805) 21,00,83,610
Operating Profit Before Working Capital Changes 89,59,39,653 64,18,13,263
Adjustments for:
Increase/Decrease in Sundry Debtors (21,47,97,667) (8,51,89,701)
Increase/Decrease in Other Receivables 25,97,60,798 (13,28,43,910)
Increase/Decrease in Inventories (66,04,02,343) (36,06,88,863)
Increase/Decrease in Trade & Other Payable 18,31,74,092 (43,22,65,120) 8,34,01,018 (49,53,21,456)
Cash Generated From Operations 46,36,74,534 14,64,91,807
Direct Taxes paid including Fringe Benefit Tax (13,01,26,380) (3,07,24,538)
Cash Flow before extra ordinary items 33,35,48,154 11,57,67,269
Extra ordinary items 24,423 2,28,00,098
Net Cash from Operating Activities (A) 33,35,72,577 13,85,67,367
2. Cash Flow from Investing Activities:
Purchase of Fixed Assets (79,05,29,186) (55,90,90,967)
Investment in Subsidiaries(Net Off) (19,63,42,153) -
Misc Expenditure (1,45,72,268) (86,63,961)
Sale of Fixed Assets 76,86,125 2,24,40,047
Advances for Fixed Assets (7,64,75,505) 16,02,19,653
MIsc investments (2,31,31,829) 2,03,87,612
Net Cash from Investing Activities (B) (1,09,33,64,815) (36,47,07,616)
3. Cash Flow from Financing Activities:
Proceeds of Shares/Warrants Issued during the Year 7,22,45,932 -
Receipt / Repayment of Secured loans 82,92,91,622 (22,12,44,749)
Receipt / Repayment of Unsecured loans 6,13,75,949 --
Dividend & DDT paid (4,73,35,416) (4,74,92,208)
Interest & Finance Charges (20,93,44,623) (17,21,84,866)
Net cash generated from Financing activities 70,62,33,464 (44,09,21,823)
Net Cash from Financing Activities (C ) 70,62,33,464 44,09,21,823)
Net Increase/(Decrease) in Cash &Cash Equivalents(A+B+C) (5,35,58,774) (66,70,62,072)
ADD: Cash & Cash Equivalents at the Beginning of the Year 27,18,61,628 93,89,23,700
Cash & Cash Equivalents at the End of the Year 21,83,02,854 27,18,61,628
Notes :1. Cash & Cash Equivalents represents Cash & Bank Balances and deposits with Banks as per Schedule-10.
2. The Cash Flow Statement has been prepared under the "Indirect method” as set out in the Accounting Standard (AS -3), "Cash Flow statement".
3. Figures in Brackets indicate cash outflow.
43
SCHEDULE '1' TO '15' & '25' ANNEXED TO AND FORMING PART OF CONSOLIDATED
ACCOUNTS FOR THE PERIOD ENDED MARCH 31,2011
PARTICULARS AS AT AS AT
MARCH 31, 2011 MARCH 31, 2010

SCHEDULE '1' SHARE CAPITAL
AUTHORISED
2,50,00,000 Equity Shares of Rs. 10/- each 25,00,00,000 25,00,00,000

(Previous year 2,50,00,000 Equity Shares of Rs. 10/- each)
ISSUED, SUBSCRIBED AND PAID UP
2,02,96,683 Equity Shares of Rs. 10/- each
(Previous Year 2,02,96,683 Equity Shares of Rs. 10/- each) 20,29,66,830 20,29,66,830
TOTAL 20,29,66,830 20,29,66,830

SCHEDULE '2' RESERVE AND SURPLUS
i. Security Premium 1,16,85,90,927 1,16,85,90,927
1,16,85,90,927 1,16,85,90,927
ii. General Reserve -
At the commencement of the year 3,63,98,526 1,63,98,526
Add : Amount transferred from Profit & Loss Account 4,00,00,000 2,00,00,000
7,63,98,526 3,63,98,526
ii. Balance in Profit and Loss Account 84,61,99,035 50,25,91,170
TOTAL (i+ii+iii) 2,09,11,88,488 1,70,75,80,623
SCHEDULE '3' SECURED LOANS
A. Term Loans 34,09,57,896 7,99,96,582
B. Working capital facilities from Banks 2,03,06,57,157 1,30,74,45,180
C. Secured Overdraft 3,01,79,317 18,50,60,986
TOTAL 2,40,17,94,370 1,57,25,02,749
Notes :
[A] Term Loan of Rs. 7,27,90,933/- from ICICI Bank Ltd. is secured against mortgage of residential properties (2 Nos.) under
construction at Land-II, Jaypee Greens, Greater Noida (U.P). Car loans from various Banks are against hypothecation of vehicles
[B] Working capital facilities from Union Bank of India are secured by first charge on inventories and book debts and Ist charge on all
moveable and immovable assets of the company and further guaranteed by Directors of the company and their relatives along with
Corporate Guarantee of M/s V.S. Exim (P) Ltd. Working capital facilities from banks includes foreign currency loan of US $ 50,00,000
[C] Secured Overdraft availed from Union Bank of India are against pledge of Company's Fixed Deposits.
SCHEDULE '4' UNSECURED LOANS

From Body Corporate 5,83,59,447 -
From Others 30,16,502 -
TOTAL 6,13,75,949 -
SCHEDULE '5' DEFERRED TAX LIABILITY
Last Year Balance 12,15,57,281 5,66,87,623
Add for the Current Year 5,79,85,413 5,22,95,481
TOTAL 17,95,42,694 10,89,83,104
44
SCHEDULE '7' INVESTMENTS
Quoted Long Term
(300000 Equity Shares of Sharp Industries ) 2,31,31,829 -

Market Value as on March 31, 2011 ` 97,29,000/-
2,31,31,829 -
SCHEDULE '8' INVENTORIES
(As physically verified and valued by the management)
Raw Material 60,43,52,942 28,18,16,981
Finished Goods 72,93,18,041 47,84,49,045
Scrap & Rejections 2,14,52,344 1,83,25,721
Consumable Store 6,08,47,214 2,44,45,551
Trading Goods Stock 4,94,47,533 -
Stock (Lying at Branches) - 19,78,433
TOTAL 1,46,54,18,074 80,50,15,731
SCHDULE '9' Sundry Debtors (Unsecured
considered good)
Outstanding for a period exceeding six months 1,79,11,082 2,03,35,029
Others 99,49,91,659 76,13,86,468
1,01,29,02,741 78,17,21,497
SCHDULE '10' CASH & BANK BALANCES
Cash and Bank Balance 4,32,76,689 1,15,33,522
FDR's with Schedule Banks 14,40,77,934 24,10,88,645
Accrued Interest on FDR's & Securities 3,09,48,231 1,92,39,461
TOTAL 21,83,02,854 27,18,61,628
SCHDULE '11' LOANS AND ADVANCES
(Unsecured and Considered good, unless stated
otherwise)
Claims Receivable 12,41,65,371 10,44,30,054
Income Tax Deducted at Source 32,93,650 2,45,20,108
Securities 2,11,08,207 17,08,73,581
Advance to Suppliers And Other Loans & Advances 23,73,12,251 44,10,65,410
Prepaid Expenses 1,10,67,026 45,91,124
Advance Tax 3,16,02,164 1,90,40,463
MAT Credit Entitlement 1,28,13,038 44,39,480
TOTAL 44,13,61,707 76,89,60,221
SCHDULE '12' OTHER CURRENT ASSETS
Sales Tax Recoverable 9,62,48,331 2,65,56,382
Service Tax Recoverable 1,66,80,438 1,09,48,341
Export Incentive Receivable 4,48,61,116 2,98,27,423
Excise Duty & Cess Receivable 10,89,63,964 3,85,36,650
TOTAL 26,67,53,849 10,58,68,795
45
SCHEDULE '13' CURRENT LIABILITIES
Sundry Creditors for Raw Material 15,68,00,139 1,37,83,721
Sundry Creditors for Others 11,29,31,860 3,29,80,069
Expenses Payable 7,05,34,205 9,08,21,386
Advances from Parties 2,96,71,629 5,06,75,647
IEPF-Unclaimed Dividend 3,97,275 3,97,275
(shall be credited when due)
TOTAL 37,03,35,109 18,86,58,098
SCHDULE '14' PROVISIONS
Provision For Excise Duty on Finished Goods 5,65,95,598 3,87,14,941
Provision for Taxation 14,22,53,020 13,04,01,341
TOTAL 19,88,48,618 16,91,16,282
SCHEDULE '15' MISC EXPENDITURE
Misc Expenditure 2,15,55,536 87,42,111
Less: Misc Expenditure Written off 45,90,073 17,58,842
TOTAL 1,69,65,463 69,83,269
46
SCHEDULE '16' TO '25' ANNEXED TO AND FORMING PART OF
CONSOLIDATED ACCOUNTS FOR THE PERIOD ENDED MARCH 31,2011

PARTICULARS YEAR ENDED YEAR ENDED
MARCH 31, 2011 MARCH 31, 2010
SCHEDULE '16' GROSS REALISATION
Sales 9,10,89,69,959 6,02,73,26,664
Sales (Export) 70,04,03,822 59,20,06,797
Other Operating Income
Job Work 96,292 18,08,110
Export Incentive 4,20,13,359 3,83,41,201
TOTAL 9,85,14,83,431 6,65,94,82,772
SCHEDULE '17' OTHER INCOME
Miscellaneous Income 25,94,242 49,75,798
Dividend - 20,000
25,94,242 49,95,798
SCHEDULE '18' VARIATION IN STOCK

CLOSING STOCK
Finished Goods 64,51,28,935 47,84,49,045
Scrap & Rejections 2,14,52,344 1,83,25,721
TOTAL ( A ) 66,65,81,279 49,67,74,767
LESS : OPENING STOCK

Finished Goods 47,84,49,045 32,12,90,356
Scrap & Rejections 1,83,25,721 72,85,213
TOTAL ( B ) 49,67,74,767 32,85,75,569
NET ( A - B ) 16,98,06,513 16,81,99,198
SCHEDULE '19' RAW MATERIAL CONSUMED

Opening Stock 28,18,16,981 10,40,83,630
Add : Purchase During the Year 7,83,62,33,212 5,39,60,86,195
TOTAL 8,11,80,50,193 5,50,01,69,825
Less : Closing Stock 59,46,01,710 28,18,16,981
NET 7,52,34,48,482 5,21,83,52,844
47
SCHEDULE '20' MANUFACTURING EXPENSES
Wages 7,70,46,723 4,07,21,602
Consumable Stores 6,76,34,562 6,74,39,119
Job Work Charges 1,22,40,823 6,84,407
Freight & Cartage Inward 10,75,99,092 5,58,24,970
Insurance 35,206 44,498
Factory Rent 13,62,026 15,31,261
Security Services Charges 7,49,497 7,08,819
Factory Maintenance Exp 54,07,835 45,802
TOTAL 27,20,75,764 16,70,00,477
SCHEDULE '21' POWER AND FUEL

Electricity Expenses 7,90,16,392 5,05,71,726
Generator Running Charges 2,39,74,594 2,61,08,176
Furnace Oil 4,10,74,704 3,96,98,085
TOTAL 14,40,65,690 11,63,77,987
SCHEDULE '22' ADMINISTRATIVE AND OTHER

EXPENSES
Salaries 3,51,12,858 1,55,31,801
Director's Remuneration 36,00,000 36,00,000
Office Rent 58,88,459 51,60,057
Printing & Stationery 24,78,354 14,67,416
Postage & Telephone 40,27,357 25,91,219
Charity & Donation 43,979 80,802
Vehicle Repair & Maintenance 18,06,867 14,39,179
Fees & Taxes 72,06,557 33,02,697
Insurance 3,07,490 2,39,884
Travelling Expenses
Director's Travelling 51,04,464 2,12,494
Other Travelling 73,56,287 1,24,60,751 44,10,229 46,22,723
Legal Expenses 64,42,613 37,48,465
Office Electricity Expenses - 6,38,503
Vehicle Running Expenses 12,56,354 4,16,580
Miscellaneous Expenses 45,20,604 1,37,20,121
Auditor's Remuneration 14,00,000 13,00,000
Office Maintenance Exp 13,86,386 3,57,929
Repair & Maintenance 1,92,670 -
TOTAL 8,81,31,299 5,82,17,376
48
SCHEDULE '23' NET FINANCIAL CHARGES
(A) INTEREST ON :
- Working Capital 18,32,11,401 11,08,30,792
- on Secured Overdraft 16,75,400 4,73,80,114
- Others 82,81,485 19,01,883
(B) OTHER FINANCIAL CHARGES :
Exchange Difference - 46,78,846
Forward Contract Charges 1,13,97,197 22,84,401
Bank & Other Charges 2,19,72,336 51,08,829
TOTAL 22,65,37,819 17,21,84,866
(C) Interest Received on FDR 1,71,93,196 6,38,79,228

TOTAL(A+B-C) 20,93,44,623 10,83,05,638
SCHEDULE '24' SELLING AND OTHER

EXPENSES
Advertisement Expenses 41,62,588 19,60,486

Commission and Discount 5,99,82,262 4,24,93,212
Freight Outward 22,19,57,218 14,53,03,768
Insurance 2,81,121 1,83,370
Sales Promotion 23,02,725 9,55,711
Additional Sales Tax 8,43,172 13,30,528
Sales Tax Arrears & Interest 4,01,787 -
TOTAL 28,99,30,872 19,22,27,076
49
SCHEDULE ‘25’
ACCOUNTING POLICIES AND NOTES FORMING PART OF ACCOUNTS
(A) SIGNIFICANT ACCOUNTING POLICIES
1. General Principles of Consolidation
The financial statements of the parent company and its subsidiaries have been combined on a line by line
basis by adding together the book values of all items of assets, liabilities, income and expenses after
eliminating all inter-company balances/transactions and resulting unrealised gain/loss.
Consolidated Financial Statements are prepared by applying accounting policies as followed by the
company and its subsidiaries; to the extent it is practicable. Significant differences in the accounting
policies, if any, are appropriately disclosed by way of Notes to the Consolidated Financial Statements.
All intercompany transactions; balance and unrealized surpluses and deficits on transactions between
group companies are eliminated.
Name of the Company Relationship % of ownership/ Interest

Apollo Metalex Pvt Ltd Subsidiary 100%
Shri Lakshmi Metal Udyog Ltd. Subsidiary 100%
Lloyd Line Pipe Ltd. Subsidiary 100%
Note: The consolidated financial results for the financial year ended March 31, 2011 comprise the financial
results of APL Apollo Tubes Ltd and its' 100% subsidiaries Shri Lakshmi Metal Udyog Ltd ,Apollo Metalex
(P) Ltd. and Lloyd Line Pipe Ltd. and have been prepared in accordance with the AS-21 issued by the ICAI.
2. Basis of Preparation of Financial Statement

a. The financial statements have been prepared under the historical cost convention on the basis of
going concern and in accordance with the Accounting Standard 1 Referred to in section 211(3c) of the
companies Act 1956.
b. The company follows mercantile system of accounting and recognizes income and expenditure on
accrual basis.
c. Goodwill represents the difference between the group’s share in the networth of a subsidiary and
the cost of acquisition at each point of time of making the investment in the subsidiary. Goodwill arising on
consolidation is not amortized. For this purpose the group’s share of net worth is determined on the basis of
the latest financial statement prior to the acquisition after making necessary adjustments for material events
between the date of such audited financial statement and the date of respective acquisition. Negative
goodwill is recognized as capital reserve on consolidation. However for the purposes of consolidation,
capital reserve arising on consolidation of subsidiaries is set off against the goodwill arising on
consolidation.
3. Fixed Assets
Fixed Assets are stated at cost net of duty credit availed less accumulated depreciation and impairments, if
any. The cost includes cost of acquisition/construction, installation and preoperative expenditure including
trial run expenses (net of revenue) and borrowing costs incurred during pre-operation period. Expenses
incurred on capital assets are carried forward as capital work in progress at cost till the same are ready for
use.
50
Pre-operative expenses, including interest on borrowings for the capital goods, where applicable incurred till
the capital goods are ready for commercial production, are treated as part of the cost of capital goods and
capitalised.
Machinery spares which are specific to particular item of fixed assets and whose use is irregular are
capitalised as part of the cost of machinery.
4. Impairment of Assets
The Company recognizes all the losses as per Accounting Standard-28 due to the impairment of assets in
the year of review of the physical conditions of the Assets and is measured by the amount by which, the
carrying amount of the Assets exceeds the Fair Value of the Asset.
5. Depreciation
Depreciation on fixed assets is provided on straight-line basis at the rates specified under Schedule XIV of
the Companies Act, 1956. Depreciation for assets purchased / sold during the period is proportionately
charged.
6. Inventories Valuation
Raw material is valued at cost (First in First Out basis) or nets realizable value whichever is lower. Finished
Goods are valued at cost or net realizable value whichever is lower. Stock of Scrap is valued at net
realizable value. Stock of Trading Goods is valued at Cost (Weighted Average/ First in First Out basis).
7. Foreign Exchange Transactions

Foreign currency transactions are recorded at the rate of exchange prevailing on the date of transaction. All
exchange differences are dealt within profit and loss account. Current assets and current liabilities in foreign
currency outstanding at the year end are translated at the rate of exchange prevailing at the close of the
year and resultant gains/losses are recognized in the profit and loss account of the year except in cases
where they are covered by forward foreign exchange contracts in which cases these are translated at the
contracted rates of exchange and the resultant gains/losses recognized in profit and loss account over the
life of the contract.
8. Duties & Credits

a. Excise Duty is accounted for at the time of clearance of goods except closing stock of finished
goods lying at the works.
b. Cenvat Credit, to the extent available during the year, is adjusted towards cost of materials.
c. Duty credit on export sales has been taken on accrued basis whether license has been issued after
closing of the financial year.
9. Sales are inclusive of excise duty and after deducting the trade discount and also sales tax applicable and
Purchase made against Bank Guarantee, Letter of Credit are classified in sundry creditor for raw materials.
10. Retirement Benefits

The company has provided for the retirement benefits as per the actuarial valuation under the Projected
Unit Credit Method. However in Apollo Metalex Pvt. Ltd being in the forth year of the operation, the
provision for Gratuity Liability is not applicable as per the applicable Indian laws.
Retirement benefits in the form of Provident Fund are charged to the Profit & Loss Account of the period
when the contributions to the respective funds are due.
51
11. Borrowing Cost
Borrowing cost is charged to the Profit & Loss Account, except cost of borrowing for the acquisition of
qualifying assets, which is capitalized till the date of commercial use of the assets.
12. Taxes on Income

Provision for current tax is made considering various allowances, disallowances and benefits available to
the Company under the provisions of Income Tax Law.
In accordance with Accounting Standard AS-22 “Accounting for Taxes on Income” issued by the Institute of
Chartered Accountants of India, deferred taxes resulting from timing differences between book and tax
profits are accounted for at tax rate substantively enacted by the Balance Sheet date to the extent the
timing differences are expected to be crystallized.
13. Misc. Expenditure

Misc. expenditure represents ancillary cost incurred in connection with the incorporation and share issue
expenses. It has been decided to write off these expenses over the period of five years.
14. Revenue Recognition

Sale of goods is recognized when the risk and reward of ownership are passed on to the customers.
Revenue from services is recognized when the services are complete.
15. Investments
Long term investments, other than investment in Associates and Subsidiaries, are carried at cost less
provision for permanent diminution, if any, in value of such investments. Current investments are carried at
lower of cost and fair value. Income/ Loss from investments are recognized in the year in which it is
generated.
16. Provision and Contingencies

The company creates a provision when there is a present obligation as a result of past event that requires
an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure for a
contingent liability is made when there is a present obligation that may require an outflow of resources or
where a reliable estimate of such obligation cannot be made.
17. Cash Flow Statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects
of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or
payments and item of income or expenses associated with investing or financing cash flows. The cash
flows from operating, investing and financing activities of the Group are segregated.
18. Earnings Per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
shareholders (after deducting attributable taxes) by the weighted average number of equity shares
outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or
loss for the period attributable to equity shareholders and the weighted average number of shares
outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
52
B. NOTES FORMING PART OF ACCOUNTS
1. CONTINGENT LIABILITY NOT PROVIDED FOR IN RESPECT OF
S. No. Particulars 31.03.2011 31.03.2010

(In Lacs) (In Lacs)
1. Performance guarantees given to various 618.57 565.96
departments
2. RAW MATERIALS CONSUMED*
a. H.R. STRIP
2011 2010
Qty. Value Qty. Value
(M.T.) (In Lacs) (M.T.) (In Lacs)
Opening Stock 7,356.648 2,595.29 2012.120 578.99
-with consignee 828.430 317.20
Add: Purchases 2,01,175.529 65,523.33 162282.585 47028.14
Add: Recd. From Job Work 13.140 4.08 84.280 25.41
Less: Issued For Production 149510.134 42688.41
1,81,436.041 57,740.49
Less: Sales 14,224.986 5,232.16 7769.688 2408.29
Less: Scrap From Job Work 778.160 241.78 3.170 0.91
Closing Stock At Works 12,934.560 5,221.39 6267.563 2217.73
Closing Stock At Consignee - - 828.430 317.20
b. G.P. COIL
2011 2010
Opening Stock 537.695 214.05 578.277 183.89
Add: Purchases 18,863.500 7,206.33 13198.255 4498.38
Add: Recd. From Job Work 652.740 221.93 - -
Less: Issued For Production 18,774.986 7,081.87 12492.116 4234.00
Less: Sales 479.615 208.86 746.721 234.22
Closing Stock At Works 799.334 351.58 537.695 214.05
c. ZINC
2011 2010
Opening Stock 216.498 268.86 187.865 175.06
Add: Purchases 2,818.535 3,213.70 3199.392 3380.41
Less: Sales 259.904 317.25 244.310 270.65
53
d. SOCKET
2011 2010
Opening Stock 34.197 18.96 36.444 20.24
Add: Purchases 175.894 122.90 165.467 97.62
Less: Issued For Production 161.460 111.97 163.850 97.06
Less: Sales 5.906 4.03 4.660 3.03
e. BLACK PIPE
2011 2010
Opening Stock - - - -
Add: Purchases 3,785.510 1,427.77 356.555 119.28
Closing Stock At Works - - - -
*Sale/purchase among parent and its subsidiary companies has not been adjusted.
3. LICENSED AND INSTALLED CAPACITY, PRODUCTION AND TURNOVER
(A) LICENSED AND INSTALLED CAPACITY
2011 2010
Qty. (M.T.) Qty. (M.T.)
Licensed Installed Licensed Installed
M.S. Pipes Not Applicable 4,90,000 Not Applicable 2,74,000
(B) PRODUCTION*
a. M.S. PIPE
2011 2010
Opening Stock - at Works 6,532.223 3815.059
-Lying with Consignee 491.244 2156.507
Add: Production During the Year 1,56,718.886 127403.874
Add: Recd. From job work 73.970 17.71
Less: Sale 1,09,844.461 73464.138
Less: Issued For Gi Pipe 43,902.741 54025.545
Closing Stock - at Works 8,365.093 5412.223
-Lying with Consignee 1,704.028 491.244
54
b. G.P. PIPE
2011 2010
Opening Stock - at Works 398.018 422.685
Add: Production During the Year 35,537.770 26132.938
Less: Sale 35,107.405 27167.092
Closing Stock - at Works 343.653 242.942
c. G.I. PIPE
2011 2010
Opening Stock - at Works 2,291.353 1335.964
Add: Recd. From job work 3,707.756 68.17
Less: Sale 47,542.763 55594.906
Closing Stock - at Works 2,453.642 2289.353
d. G.P. Sheet
2011 2010
Opening Stock - at Works 687.975 121.363
-Lying with Consignee - 0.000
Less: Sale 17,521.559 2218.98
Less: Issued For GP Pipe 62.560 14237.137
Less: Issued For Job Work 2,043.789 50.01
Closing Stock - at Works 379.218 687.975
*Sale/purchase among Parent and its subsidiary companies has not been adjusted.
4. Closing Stock of finished goods has been valued inclusive of Excise Duty amounting to Rs. 3,81,90,396
(Previous Year Rs. 3,87,14,941) as per ASI-14 issued by the Institute of Chartered Accountants of India.
5. Earnings per Share (EPS) computed in accordance with AS-20
BASIC
2011 2010
a. Net profit after tax 43,27,46,356 27,62,49,148
b. Number of Weighted Average Equity Share of Rs. 10 2,02,96,683 2,02,96,683
each
c. Basic Earnings per share 21.32 13.61
Nominal Value per Share 10.00 10.00
55
DILUTED
2011 2010
a. Net profit after tax 43,27,46,356 27,62,49,148
b. Number of Weighted Average Equity Share of Rs. 10 2,19,38,636 2,02,96,683
each
c. Diluted Earnings per share 19.73 13.61
Computation of Diluted Number of Equity Shares
1. Weighted average number of equity shares outstanding 2,02,96,683 2,02,96,683
during the year
2. Average fair value of one equity share during the year 10 10
3. Weighted average number of share Warrant issue during 16,41,953 -
the year
4. Warrants were issued @ ` 176 each entitling the holders to 10 -
subscribe for one equity share having nominal value ` 10 for
every warrant issued.
5. Total Diluted Equity Shares (1+3) 2,19,38,636 2,02,96,683
6. Deferred Taxes - As per Accounting Standard (AS-22) on accounting for taxes on income, issued by the
Institute of Chartered Accounts of India, The Deferred tax liability as on March 31, 2011 is as following.
2011 2010
Deferred Tax Liability 17,98,04,369 10,92,62,675
Deferred Tax Assets 2,61,675 2,79,571
Net Deferred Tax Liability 17,95,42,694 1,08,983,104
7. The Group has only one segment i.e. manufacturing of Steel tubes and pipes, therefore segment reporting
as required under Accounting Standard –17 is considered as not applicable.
8. Brand Building:
During the Year the Company incurred an expenditure of `1,36,36,008 (Previous Year `86,63,961) on
Brand building exercise, which has been grouped under miscellaneous expenses and will be amortized in 5
years equally.
9. Related Party Disclosures
(A) Names of related parties and description of relationships:
Associates
Apollo Pipes Ltd.
V. S. Exim (P) Ltd.
APL Infrastructure (P) Ltd.
56
Key Management Personnel

Sh. Sanjay Gupta - Chairman cum Managing Director
Relatives of Key Management Personnel

Mrs. Neera Gupta - Wife of Sh. Sanjay Gupta
Mrs. Saroj Rani Gupta - Mother of Director
(B) Detail of Related Party Transactions
As required by Accounting Standard 18 ‘Related Party Disclosures’ issued by the Institute of Chartered
Accountant of India, since CFS presents information about the Parent and its subsidiary as a single
enterprise, it is not necessary to disclose intra-group transactions.
Relatives of
Key
Key
Particulars Associates Management Total
Management
Personnel
Personnel
Transfer of DEPB 64,05,411 64,05,411
Director's Remuneration Paid 36,00,000 36,00,000
Office/Works/vehicle Rent Paid 16,48,334 28,80,000 45,28,334
(C) Amount due to / from related parties as at March 31st ,2011
Relatives of
Key
Key
Particulars Associates Management Total
Management
Personnel
Personnel
Amount due to related

parties 20,25,249 1,54,181 15,000 21,94,430
Amount due from
related parties - - - -
2011 2010
11.Value of Imports (Rs.) 6,91,76,620 3,42,86,025
12.Value of Export(Rs.) 67,56,34,315 59,13,63,032
13.Expenditure in foreign currency(Rs.) 6,42,97,568 3,68,86,163

(Including Import)
57
14. The outstanding balance of Debtors/Creditors in the books of the company is subject to confirmation.
15. Duty credit on Export Sales has been taken on accrued basis whether license has been issued by JDGFT
after closing of the financial year.
16. Auditors Remuneration (excluding Service Tax)

2011 2010
i.Statutory Audit Fee 10,55,000 9,80,000
ii.Taxation matters 2,45,000 2,20,000
iii.Other Services 1,00,000 1,00,000
Total 14,00,000 13,00,000
17. Break up of Managerial Remuneration:

2011 2010
i) Salaries 36,00,000 36,00,000
ii) Contribution to Provident Fund - -
iii) Other Perquisites - -
iv) Commission - -
Total 36,00,000 36,00,000
18. Break up of Directors Travelling Expenses:

i) Foreign Travelling 31,74,535 2,23,762
ii) Inland Travelling 17,13,265 6,88,107
Total 48,87,800 9,11,869
19. The Company could not identify whether any of its creditors is SSI undertaking and Micro, Small
and Medium Enterprises covered under the Micro, Small and Medium Enterprises Development
Act, 2006 (MSMED Act). Particulars of amount as at 31st March 2011, if any, due to such
undertaking could, therefore, not be disclosed.
20. The figures of previous year have been regrouped/rearranged/ recasted to conform to those of the current
year.
58
Auditors’ Report
To,
The Members of APL Apollo Tubes Limited
1. We have audited the attached Balance Sheet of APL Apollo Tubes Limited as at March 31, 2011 and also the Profit & Loss
Account and Cash Flow Statement for the year ended on that date annexed hereto. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on
our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by the management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditors’ Report) Order, 2003, as amended by the Companies (Auditor’s Report)(Amendment)
Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act,
1956 and on the basis of such checks as we considered appropriate and according to the explanations furnished to us during the
course of our audit, we give in the Annexure a statement specified in paragraph 4 and 5 of the said order.
4. Further to our comments in the annexure referred to above, we report that:
(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for
the purpose of our audit.
(b) In our opinion proper books of accounts as required by law has kept by the company so far as it appears from our
examination of such books.
(c) The Balance Sheet and Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the
books of account.
(d) In our opinion the Balance Sheet, the Profit & Loss Account and Cash Flow Statement are in compliance with the
Accounting Standards referred to in sub section (3c) of section 211 of the Companies Act, 1956.
(e) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and
Profit & Loss Account and Cash Flow Statement read together with the notes thereon give the information as required by
the Companies Act,1956 in the manner so required and give a true and fair view:
i.) In so far as it relates to the Balance Sheet of the State of Affairs of the company as at March 31, 2011,
ii.) In the case of Profit & Loss Account of the profit of the company for the year ended on that date, and
iii.) In the case of Cash Flow Statement of the cash flows of the company for the year ended on that date.
(f) Based on representation made by all the Directors of the company to the Board and the information and explanations as
made available to us by the company, none of the directors of the company prima-facie have any disqualification as
referred to in clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.
for VAPS & Co.

(P.K.JAIN)
Partner
M.N. 82515
Place: Delhi
Date: August 30, 2011
59
Annexure to The Auditors’ Report
Re: APL Apollo Tubes Limited
Referred to in paragraph 3 of our report of even date
1. a) The company has maintained proper records showing full particulars including quantitative details and situation
of fixed assets.
b) A substantial portion of the fixed assets has been physically verified by the management during the year and in
our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature
of its assets. No material discrepancies were noticed on such physical verification.
c) Fixed assets disposed off during the year were not significant. According to the information and explanations
given to us, we are of the opinion that the disposal of fixed assets has not affected the going concern status of the
company.
2. a) The inventories (excluding stocks with the third parties) have been physically verified during the year by the
management. In respect of inventory lying with the third parties, these have substantially been confirmed by
them. In our opinion, the frequency of verification is reasonable.
b) The procedures of physical verification of inventories followed by the management are reasonable and adequate
in relation to the size of the Company and the nature of its business.
c) In our opinion and according to the information and explanations given to us, the company is maintaining proper
records of inventory and no material discrepancies were noticed on physical verifications.
3. a) The company has granted unsecured loan to its wholly owned subsidiary company covered in the register
maintained under Section 301 of the companies act 1956. The Maximum amount involved during the year was `
2,359 Lacs (Rupees Two Thousand Three Hundred and Fifty Nine Lacs Only) and the year end balance of loan
given to this Company was `1,491 Lacs (Rupees One Thousand Four Hundred and Ninety One Lacs Only). In
our opinion the rate of interest and other terms and conditions on which loans have been given to companies,
firms or other parties covered in the register maintained under section 301 of the companies Act, 1956 are not,
prima facie, prejudicial to the interest of the company.
b) The company has not taken any unsecured loan from companies, firms or other parties covered in the register
maintained under section 301 of the companies Act, 1956.
c) The rate of interest and other terms and conditions of the above-mentioned loans are not prima facie prejudicial
to the interest of the company.
d) The repayment of principal and interest are as per the agreed terms.
.
4. In our opinion and according to the information and explanations given to us there are adequate internal control procedures
commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed
assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been
noticed in the internal controls system.
5. a) In our opinion and according to information and explanations given to us the transactions that needed to be
entered in the register maintained under section 301 of the Act have been entered in the register
b) As per information and explanations given to us aforesaid transactions have been made at price which are
reasonable having regard to the prevailing market price at the relevant time.
6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits
within the meaning of provisions of sections of 58A, 58AA or any other relevant provisions of the Companies Act, 1956
and the Companies (Acceptance of Deposits) Rule 1975.
7. In our opinion the company has an internal audit system commensurate with the size and nature of its business.
60
8. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the
company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209 (1)
(d) of the Companies Act, 1956 we are of the opinion that prima facie the prescribed accounts and record have been made
and maintained. We have not made however a detailed examination of the record with a view to determine whether they
are accurate or complete.
9. (a) According to the records of the company, the company is regular in depositing with
appropriate authorities undisputed statutory dues including Provident Fund, Investor
Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty,
Excise Duty, Service Tax, Cess and other material statutory dues applicable to it.
(b) According to the information and explanations given to us, no undisputed amount payable in respect of
Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty, Service Tax, Cess etc. were outstanding
as at March 31, 2011 for a period of more than six months from the date they became payable.
(c) According to the information and explanation given to us and records of the company examined by us, the
particulars dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax, Cess which
have not been deposited on account of any dispute, are as follows:
Name of the Period to which Authority where the Dispute is

Nature of Dues Amount (`)
Statue dues Related Pending for Decision
Central Excise Central Excise levied u/s 11A of 36,70,183 07.08.1996 Before the High Court
Act,1944 Central Excise Act,1944. Judicature of Allahabad
,, Penalty u/s 11 AC of Central Excise 36,70,183 07.08.1996 Before the High Court
Rules,1944 read with Rule 9(2) & Judicature of Allahabad
173Q of Central Excise Act,1944.
,, Recovery u/s 57 I (4) of Central 3,52,445 07.08.1996 Before the High Court
Excise Act,1944 of modvat credit Judicature of Allahabad
availed and utilized in contravention
of the provisions of Rule 57F(3) of
Central Excise Rules, 1944.
,, Penalty u/s 11AC of Central Excise 3,52,445 07.08.1996 Before the High Court
Rules,1944 read with Rule 9(2) & Judicature of Allahabad
173Q of Central Excise Rule,1944.
,, Central Excise duty levied u/s 11 A 4,53,676 15.08.1999 Commissioner (Appeals) Central
of Central Excise Act,1944. Excise, Noida
,, Penalty u/s 11 AC of Central Excise 4,53,676 15.08.1999 Commissioner (Appeals) Central

Act,1944. Excise, Noida
,, Penalty under Rule 9(2) and 173Q of 1,00,000 15.08.1999 Commissioner (Appeals) Central
Central Excise Rule,1944. Excise, Noida
,, Penalty u/s 11 AC read with Rule 25 40,00,000 1.12.2001 CESTAT, New Delhi
of Central Excise Rule 2001/2002 to31.03.2004
and 173Q of Central Excise Rule
,1944.
,, Central Excise duty demanded on 6,46,425 MAY -08 TO CESTAT, New Delhi
Zinc ash/Dross in terms of section JULY- 08
11A of Central Excise Act,1944.
,, Demand in Terms of section 11A on 10,83,460 JULY-08 to CESTAT, New Delhi
Zinc Ash/Dross clearance. MAR-09
Penalty under Rule 25 of Central 30,000

Excise Rules 2002 read with section
11AC of Central Excise Act 1944.
U.P. Tax on The constitutional validity of U.P. 4,47,60,767 NOV-08 to Before the High Court
Entry of Goods Tax on Entry of Goods in to Local MAR-11 Judicature of Allahabad
in to Local areas areas Act, 2007 had been
Act, 2007 Challenged.
61
Name of the Period to which Authority where the Dispute is
Nature of Dues Amount (`)
Statue dues Related Pending for Decision
Value Added Reversal of Input tax credit on 61,49,143 JAN-08 to Commercial Tax Tribunal,
Tax Act-2008 Consignment /Stock Transfer MAR-08 Ghaziabad
10. The company has no accumulated losses as at March 31, 2011 and has not incurred any cash losses during the financial
year covered by our audit and in the immediately preceding financial year.
11. In our opinion and according to the information and explanations given by the management, we are of the opinion that the
company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.
12. We have been informed that the company has not granted loans and advances on the basis of security by way of pledge of
shares, debentures and other securities. Hence paragraph 4(XII) of the order is not applicable.
13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4
(xiii) of the Companies (Auditor’s Report) Order, 2003 as amended 2004 are not applicable to the company.
14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures
and other investment and timely entries have been made therein. All shares (except the shares held in the name of
nominees of the company in wholly owned subsidiaries), debentures and other investments have been held by company in
its own name.
15. The company has given corporate guarantee for securing working capital facilities sanctioned by Banks to its Subsidiary
Companies. In our opinion, the terms and conditions on which the company has given said guarantees are not prejudicial to
the interest of the company.
16. In our opinion and according to information and explanations given to us by the company the term loans have been applied
for the purpose for which they were raised.
17. According to the information and explanations given to us and on an overall examination of the balance sheet of the
company, we report that no funds raised on short-term basis have been used for long term investment.
18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares
to Parties and Companies covered in the register to be maintained under section 301 of the Act. However, during the year
16,41,953 warrants were allotted on preferential basis to promoters group entity covering in the register to be maintained
under section 301 of the Act, entitling the warrant holder to get one equity share of ` 10 each for each warrant, converting
within 18 months from the date of allotment of warrants.
19. During the period covered by our audit report, the company has not issued any debentures.
20. The company has not raised any money from public issue and as such question of end use of money raised by public issue
does not arise.
21. Based upon the audit procedures performed and information and explanations given by the management, we report that no
fraud on or by the company has been noticed or reported during the course of our audit for the year ended March 31, 2011.
for VAPS & Co.

(P.K.JAIN)
Partner
M.N. 82515
Place: Delhi
62
(Figures in `)
STANDALONE BALANCE SHEET AS AT MARCH 31, 2011
PARTICULARS SCHEDULE AS AT 31.03.2011 AS AT 31.03.2010
SOURCES OF FUND
1. SHAREHOLDER'S FUND
(a) Share Capital 1 202,966,830 202,966,830
(b) Share Warrants 72,245,932 -
(c) Reserve & Surplus 2 1,965,368,420 1,758,879,974
2,240,581,182 1,961,846,804
2. LOAN FUNDS
Secured Loan 3 1,727,662,297 1,075,642,320
1,727,662,297 1,075,642,320
3. DEFERRED TAX LIABILITY 4 133,700,094 81,597,190
TOTAL 4,101,943,573 3,119,086,313
APPLICATION OF FUNDS
1. FIXED ASSETS 5
Gross Block 1,334,485,745 966,954,134
Less : Depreciation 111,718,060 69,177,260
Net Block 1,222,767,686 897,776,874
2. INVESTMENTS 6 790,234,953 435,103,747
3. NET CURRENT ASSETS
Current Assets, Loans & Advances
(a) Inventories 7 972,203,029 592,152,612
(b) Sundry Debtors 8 806,776,530 398,391,874
(c) Cash and Bank balance 9 183,394,311 263,277,206
(e) Loans and Advances 10 494,985,699 735,148,012
(f) Other Current Assets 11 96,088,770 52,568,283
25,53,448,339 2,041,537,986
Less : Current Liabilities & Provisions
(a) Current Liabilities 12 364,827,695 173,120,595
(b) Provisions 13 115,786,893 89,142,868
480,614,588 262,263,463
Net CURRENT ASSETS 2,072,833,751 1,779,274,524
4. MISC.EXPENDITURE 14 16,107,183 6,931,169
TOTAL 4,101,943,573 3,119,086,313
63
(Figures in `)
STANDLONE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011
PARTICULARS SCHEDULE YEAR ENDED YEAR ENDED
MARCH 31,
2011 MARCH 31, 2010
INCOME
Gross Realization 15 6,433,774,573 4,072,556,591
Less : Excise Duty & Cess 541,450,025 278,246,467
Net Realization 5,892,324,548 3,794,310,124
Other Income 16 1,017,549 4,902,833
Variation in Stock 17 195,794,644 120,072,210
Profit on Sale of Capital Assets 24,423 22,800,098
TOTAL 6,089,161,164 3,942,085,265
EXPENDITURE
Raw Material Consumed 18 4,999,996,283 3,260,327,310
Manufacturing Expenses 19 151,770,013 83,354,860
Excise Duty on increase/decrease in Stock 12,307,325 16,524,707
Power and Fuel 20 86,441,378 70,721,002
Administrative and Other Expenses 21 64,774,867 42,702,803
Net Finance Charge 22 141,683,286 58,319,367
Selling and Other Expenses 23 208,423,069 124,822,341
Depreciation 5 42,685,217 24,768,472
Misc Expenditure Written off 14 4,459,994 1,732,792
Loss on Sale of Capital Assets 1,473,604 1,235,838
5,714,015,036 3,684,509,492
Profit for the Year Before Tax 375,146,127 257,575,772
Less : Provision for
Current Year Tax 74,768,500 43,563,500
Deferred Tax 52,102,904 44,751,211
Wealth Tax 73,446 52,665
Add : MAT Credit Entitlement 8,373,558 4,439,480
Less : Adjustment of Taxes Earlier Years 2,750,974 1,266,217
253,823,861 172,381,660
Add : Profit and Loss b/f 328,847,775 223,958,323
Amount Available for Appropriation 582,671,636 396,339,983
Interim Dividend Paid 40,593,366 40,593,366
Dividend Distribution Tax on Interim Dividend 6,742,050 6,898,842
Transfer to General Reserve 40,000,000 20,000,000
Balance Carried to Balance Sheet 495,336,220 328,847,775
Earning Per Share (Basic) - Rs. 12.58 7.43
Earning Per Share (Diluted) - Rs. 11.64 7.43
64
STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2011 (Figures in `)
YEAR ENDED YEAR ENDED
PARTICULARS MARCH 31,2011 MARCH 31,2010
1. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax and extra ordinary items 375,121,705 234,775,675
Add: Adjustments for:
Depreciation 42,685,217 24,768,472
Misc Exps Written Off 4,459,994 1,732,792
Interest & Finance Charges 141,683,286 58,319,367
Loss on sale of fixed assets 1,473,604 1,235,838
Adjustment of Taxes Earlier Years (2,750,974) 187,551,127 (1,244,377) 84,812,093
Operating Profit Before Working Capital Changes 562,672,832 319, 587,768
Adjustments for:
Increase/Decrease in Sundry Debtors ( 408,384,657) (16,026,769)
Increase/Decrease in Other Receivables 262,802,949 (70,930,775)
Increase/Decrease in Inventories (380,050,417) (280,054,607)
Increase/Decrease in Trade & Other Payable 204,014,426 (321,617,699) 72,294,068 (294,718,083)
Cash Generated From Operations 241,055,133 24,869,685
Direct Taxes paid including Fringe Benefit Tax (39,948,147) (24,299,341)
Cash Flow before extra ordinary items 201,106,986 570,344
Extra ordinary items 24,423 22,800,098
Net Cash from Operating Activities (A) 201,131,409 23,370,441
2. Cash Flow from Investing Activities:
Purchase of Fixed Assets (369,932,513) (459,690,361)
Misc Expenditure (13,636,009) (8,663,961)
Sale of Fixed Assets 2,136,125 20,740,150
Advances for Fixed Assets (79,697,909) 143,423,831
Misc Investments (355,131,206) 20,387,612
Net Cash from Investing Activities (B) (816,261,511) (283,802,729)
3. Cash Flow from Financing Activities:
Proceeds of Warrant Issued during the Year 72,245,932 -
Receipt / Repayment of Secured loans 652,019,978 (301,703,222)
Receipt / Repayment of Unsecured loans - -
Dividend & DDT paid (47,335,416) (47,492,208)
Interest & Finance Charges (141,683,286) (58,319,367)
Net cash generated from Financing activities 535,247,207 (407,514,797)
Net Cash from Financing Activities (C ) 535,247,207 (407,514,797)
Net Increase/(Decrease) in Cash & Cash Equivalents (667,947,085) (672,800,985)
ADD: Cash & Cash Equivalents at the Beginning of the Year
263,277,206
183,394,311 931,224,290
263,277,206
Cash & Cash Equivalents at the End of the Year 183,394,311 263,277,206
Notes :
1. Cash & Cash Equivalents represents Cash & Bank Balances and deposits with Banks as per Schedule-9.
2. The Cash Flow Statement has been prepared under the "Indirect method " as set out in the Accounting Standard (AS -3), "Cash Flow
Statement".
3. Figures in Brackets indicate cash outflow.
65
SCHEDULE '1' TO '14' & '24' ANNEXED TO AND FORMING PART OF BALANCE SHEET AS AT MARCH 31, 2011
PARTICULARS AS AT AS AT
MARCH 31, 2011 MARCH 31, 2010

SCHEDULE '1' SHARE CAPITAL
AUTHORIZED
2,50,00,000 Equity Shares of ` 10/- each
(Previous year 250,00,000 Equity Shares of ` 10/- each) 250,000,000 250,000,000
ISSUED, SUBSCRIBED AND PAID UP
2,02,96,683 Equity Shares of ` 10/- each fully paidup
(Previous Year 2,02,96,683 Equity Shares of ` 10/- each fully paidup) 202,966,830 202,966,830
TOTAL 202,966,830 202,966,830
SCHEDULE '2' RESERVE AND SURPLUS
i. Security Premium 1,398,633,674 1,398,633,674
1,398,633,674 1,398,633,674
ii. General Reserve
At the commencement of the year 31,398,526 11,398,526
Add: Transferred during the year 40,000,000 20,000,000
71,398,526 31,398,526
iii. Balance in Profit and Loss Account 495,336,220 328,847,774
TOTAL (i+ii+iii) 1,965,368,420 1,758,879,974
SCHEDULE '3' SECURED LOANS
A. Term Loan 304,802,298 45,406,550
B. Working capital facilities from Banks 1,392,680,682 845,174,783
C. Secured Overdraft 30,179,317 185,060,986
TOTAL 1,727,662,297 1,075,642,320
Notes :
[A] In Term Loan, vehicle loans from HDFC Bank Ltd. & Union Bank of India are secured by hypothecation of vehicles,
loan from ICICI Bank Ltd. is secured by mortgage of Estate Home (residential property under construction) at E-11 (Land-
II), Jaypee
[B] WorkingGreens,
capital Greater
loan fromNoida (U.P.)
Union Bankand loan from
of India, HDFC HDFC
BankBank Ltd for
Ltd and Yesfixed
Bankassets is secured
Ltd. are securedby
bycharge
chargeon
oncurrent
current
assets , movable and immovable assets, and collaterally secured by immovable assets of the company, present and future
andSecured
[C] Corporate Guarantee
Overdraft of M/s
availed V.S.
from EximBank
Union (P) Ltd. on first
of India arepari-passu charge
against pledge basis and further
of Company's Fixed guaranteed
Deposits. by Promoter-
SCHEDULE '4' DEFERRED TAX

LIABILITY
Last Year Balance 81,597,190 36,845,979
Add for the Current Year 52,102,904 44,751,211
TOTAL 133,700,094 81,597,190
SCHEDULE '6' INVESTMENTS
Quoted Long Term
-300,000 Equity Shares of Sharp Industries Ltd. 22,631,829 -
(Previous Year NIL Equity Shares)
Market Value as on March 31, 2011 ` 97,29,000
66
Unquoted
In subsidiary companies
- 27,11,100 Equity shares of Apollo Metalex Pvt.
Ltd. of ` 10/- each fully paid up 72,111,000 72,111,000
- 58,95,000 Equity shares of Shri Lakshmi Metal
Udyog Ltd. of ` 10/- each fully paid up 362,992,747 362,992,747
-2,00,00,000 Equity shares of Lloyds Line Pipes
Ltd. of ` 10/- each fully paid up 332,499,377 -
790,234,953 435,103,747
SCHEDULE '7' INVENTORIES

(As physically verified and valued by the management)
Raw Material 310,110,614 190,621,876
Finished Goods 575,542,881 375,814,316
Scrap & Rejections 9,136,728 13,070,649
Consumable Store 27,965,273 10,667,338
Stock (lying at Branches) 49,447,533 1,978,433
972,203,029 592,152,612
SCHEDULE '8' SUNDRY DEBTORS
Sundry Debtors (Unsecured and considered good)
Outstanding for a period exceeding six months 14,776,987 19,616,955
Others 791,999,543 378,774,919
806,776,530 398,391,874
SCHEDULE '9' CASH & BANK BALANCE
Cash and Bank Balance 11,990,391 9,456,002
FDR's with Schedule Banks 140,455,689 234,581,743
Accrued Interest on FDR's & Securities 30,948,231 19,239,461
TOTAL 183,394,311 263,277,206
SCHEDULE '10' LOANS AND ADVANCES
(Unsecured and Considered good, unless stated otherwise)
Claims Receivable 123,478,633 88,629,765
Income Tax Deducted at Source 2,082,853 24,385,474
Securities 12,414,274 166,733,619
Advance to Suppliers And Other Loans & Advances 318,982,934 433,767,479
Prepaid Expenses 10,723,195 4,520,391
Advance Tax 14,490,772 12,671,803
MAT Credit Entitlement 12,813,038 4,439,480
TOTAL 494,985,699 735,148,012
SCHEDULE '11' OTHER CURRENT ASSETS
Export Incentive Receivable 17,187,094 11,508,424
Service Tax Recoverable 5,281,627 7,992,857
Excise Duty & Cess Receivable 73,040,425 33,067,003
Sales Tax Recoverable 579,625 -
TOTAL 96,088,770 52,568,283
67
SCHEDULE '12' CURRENT LIABILITIES

Sundry Creditors for Raw Material 240,713,095 13,072,499
Sundry Creditors for Others 66,061,274 42,728,569
Expenses Payable 36,424,316 81,209,207
Advances from Parties 21,231,734 35,713,045
Investor Education & Protection Fund-Unclaimed Dividend 397,275 397,275
(shall be credited when due)
TOTAL 364,827,695 173,120,595
SCHEDULE '13' PROVISIONS
Provision for Excise Duty on Finished Goods 41,018,393 28,711,068
Provision for Taxation 74,768,500 60,431,800
TOTAL 115,786,893 89,142,868
SCHEDULE '14' MISC EXPENDITURE
Misc Expenditure 20,567,177 8,663,961
Less: Misc Expenditure written off 4,459,994 1,732,792
TOTAL 16,107,183 6,931,169
68
SCHEDULE '15' TO '24' ANNEXED TO AND FORMING PART OF
PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2011
PARTICULARS YEAR ENDED YEAR ENDED

MARCH 31, MARCH 31,
2011 2010
SCHEDULE '15' GROSS REALIZATION

Sales ~ Domestic 6,070,820,465 3,809,804,727
Sales ~ Export 333,783,123 241,622,927
Other Operating Income
Job Work 10,621,181 6,763,612
Export Incentive 18,549,805 14,365,324
TOTAL 6,433,774,573 4,072,556,591
SCHEDULE '16' OTHER INCOME
Miscellaneous Income 1,017,549 4,882,833
Dividend - 20,000
TOTAL 1,017,549 4,902,833
SCHEDULE '17' VARIATION IN STOCK
Closing Stock
Finished Goods 575,542,881 375,814,316
Scrap 9,136,728 13,070,649
TOTAL A 584,679,609 388,884,965
Less : Opening Stock
Finished Goods 375,814,316 263,331,395
Scrap 13,070,649 5,481,360
TOTAL B 388,884,965 268,812,755
TOTAL (A-B) 195,794,644 120,072,210
SCHEDULE '18' RAW MATERIAL CONSUMED
Opening Stock 190,621,876 34,374,524
Add : Purchase During the Year 5,119,485,021 3,416,574,661
5,310,106,897 3,450,949,185
Less : Closing Stock 310,110,614 190,621,876
TOTAL 4,999,996,283 3,260,327,310
SCHEDULE '19' MANUFACTURING EXPENSES
Factory Wages 32,487,176 21,287,413
Consumable Stores 34,142,454 38,793,204
Job Work Charges 14,387,544 2,290,220
Freight & Cartage Inward 68,487,034 19,487,293
Insurance 45,526 32,138
Factory Rent 1,343,040 1,464,592
Factory Maintenance Expenses 877,240 -
TOTAL 151,770,013 83,354,860
69
SCHEDULE '20' POWER AND FUEL

Electricity Expenses 42,791,398 23,771,368
Generator Running Charges 21,876,918 22,986,044
Furnace Oil 21,773,062 23,963,590
TOTAL 86,441,378 70,721,002
SCHEDULE '21' ADMINISTRATIVE AND OTHER EXPENSES
Remuneration to Employee 26,742,169 8,241,338
Director's Remuneration 2,400,000 2,400,000
Office Rent 4,505,259 3,710,992
Printing & Stationery 1,856,833 1,110,570
Postage & Telephone 3,124,113 1,846,754
Charity & Donation 15,829 50,000
Vehicle Repair & Maintenance 1,806,867 1,231,729
Fees & Taxes 4,742,193 2,268,232
Insurance 241,875 171,288
Travelling Expenses
Director's Travelling 3,766,891 699,375
Other Travelling 5,929,335 9,696,226 2,855,677 3,555,052
Legal Expenses 3,434,335 3,082,733
Miscellaneous Expenses 4,289,825 13,395,610
Auditor's Remuneration 1,000,000 1,000,000
Office Electricity Expenses 919,342 638,503
TOTAL 64,774,867 42,702,803
SCHEDULE '22' NET FINANCE CHARGE
(A) Interest on :
- Working Capital 121,934,806 65,661,125
- on Secured Overdraft 1,675,400 47,380,114
- Others 6,832,110 1,783,107
(B) Other Financial Charges :
- forward contract charges 10,858,739 4,678,846
- bank & other charges 17,153,253 2,284,401
TOTAL 158,454,307 121,787,593
Less :- (A+B)
(C) Interest Received on FDR 16,771,021 63,468,226
TOTAL (A+B-C) 141,683,286 58,319,367
SCHEDULE '23' SELLING AND OTHER EXPENSES
Advertisement Expenses 4,099,539 1,771,622
Commission and Discount 47,414,046 40,339,328
Freight Outward 154,977,163 80,705,391
Insurance(Marine) 82,001 86,000
Sales Promotion 1,309,359 624,528
Additional Sales Tax 540,960 1,295,472
TOTAL 208,423,069 124,822,341
70
Schedule ‘24’ Accounting Policies and Notes Forming Part of Accounts
A. Significant Accounting Policies
1) Basis of Preparation of Financial Statement
a) The financial statements have been prepared under the historical cost convention on the basis of going concern and
in accordance with the Accounting Standard-1 Referred to in section 211(3c) of the companies Act 1956.
b) The company follows mercantile system of accounting and recognizes income and expenditure on accrual basis.
c) Expenditure incurred in connection with the issue of Shares/GDRs is written off against security premium account in
the year of incurrence.
2) Fixed Assets
a) Fixed Assets are stated at cost net of duty credit availed less accumulated depreciation and impairments, if any. The
cost includes cost of acquisition/construction, installation and preoperative expenditure including trial run expenses (net
of revenue) and borrowing costs incurred during pre-operation period. Expenses incurred on capital assets are carried
forward as capital work in progress at cost till the same are ready for use.
b) Pre-operative expenses, including interest on borrowings for the capital goods, where applicable incurred till the
capital goods are ready for commercial production, are treated as part of the cost of capital goods and capitalised.
c) Machinery spares which are specific to particular item of fixed assets and whose use is irregular are capitalised as
part of the cost of machinery.
3) Impairment of Assets
The Company recognizes all the losses as per Accounting Standard-28 due to the impairment of assets in the year of
review of the physical conditions of the Assets and is measured by the amount by which, the carrying amount of the
Assets exceeds the Fair Value of the Asset.
4) Depreciation
Depreciation on fixed assets is provided on straight-line basis at the rates specified under Schedule XIV of the
Companies Act, 1956. Depreciation for assets purchased / sold during the period is proportionately charged.
5) Inventories Valuation
Raw material is valued at cost (First in First Out basis) or net realizable value whichever is lower. Finished Goods are
valued at cost or net realizable value whichever is lower. Stock of Scrap is valued at net realizable value. Stock of
Trading Goods is valued at Cost (Weighted Average/First in First Out basis).
6) Foreign Exchange Transactions
Foreign currency transactions are recorded at the rate of exchange prevailing on the date of transaction. All exchange
differences are dealt within profit and loss account. Current assets and current liabilities in foreign currency outstanding
at the year end are translated at the rate of exchange prevailing at the close of the year and resultant gains/losses are
recognized in the profit and loss account of the year except in cases where they are covered by forward foreign
exchange contracts in which cases these are translated at the contracted rates of exchange and the resultant
gains/losses recognized in profit and loss account over the life of the contract.
71
7) Duties & Credits
a) Excise Duty is accounted for at the time of clearance of goods except closing stock of finished goods lying at the
works.
b) Cenvat Credit, to the extent available during the year, is adjusted towards cost of materials.
c) Duty credit on export sales has been taken on accrued basis whether license has been issued after closing of the
financial year.
8) Sales are inclusive of excise duty and after deducting the trade discount and also sales tax applicable and Purchase
made against Bank Guarantee, Letter of Credit are classified in sundry creditor for raw materials.
9) Retirement Benefits
a) The company has provided for the retirement benefits as per the actuarial valuation under the Projected Unit Credit
Method.
b) Retirement benefits in the form of Provident Fund are charged to the Profit & Loss Account of the period when the
contributions to the respective funds are due.
10) Borrowing Cost
Borrowing cost is charged to the Profit & Loss Account, except cost of borrowing for the acquisition of qualifying assets,
which is capitalized till the date of commercial use of the assets.
11) Taxes on Income
Provision for current tax is made considering various allowances, disallowances and benefits available to the Company
under the provisions of Income Tax Law.
In accordance with Accounting Standard-22 “Accounting for Taxes on Income” issued by the Institute of Chartered
Accountants of India, deferred taxes resulting from timing differences between book and tax profits are accounted for at
tax rate substantively enacted by the Balance Sheet date to the extent the timing differences are expected to be
crystallized.
12) Misc. Expenditure
Misc. expenditure represents ancillary cost incurred in connection with the incorporation and share issue expenses and
brand promotion expenditure. It has been decided to write off these expenses over the period of five years.
13) Revenue Recognition
Sale of goods is recognized when the risk and reward of ownership are passed on to the customers. Revenue from
services is recognized when the services are complete.
14) Investments
Long term investments, other than investment in Associates and Subsidiaries, are carried at cost less provision for
permanent diminution, if any, in value of such investments. Current investments are carried at lower of cost and fair
value. Income/Loss from investments are recognized in the year in which it is generated.
15) Provision and Contingencies

The company creates a provision when there is a present obligation as a result of past event that requires an outflow of
resources and a reliable estimate can be made of the amount of obligation. A disclosure for a contingent liability is made
when there is a present obligation that may require an outflow of resources or where a reliable estimate of such
obligation cannot be made.
72
16) Cash Flow Statement
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of
transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and
item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing
and financing activities of the Group are segregated.
17) Earnings Per Share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders
(after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. For
the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of
all dilutive potential equity shares.
B. Notes Forming Part of Accounts
1) Contingent Liability
Contingent liability not provided for in respect of;

S. No. Particulars
31.03.2011 31.03.2010
(`In Lacs) (`In Lacs)
1. Counter guarantee to Union Bank of India for performance 539.20 493.34
guarantee given to various departments
2. Corporate Guarantee(s) have been given for securing working capital facilities sanctioned to its Subsidiary
Companies.
2) Raw Material Consumed
a. H.R. Strip
2011 2010
(M.T.) (` In Lacs) (M.T.) (` In Lacs)
Opening Balance 4,998.147 1,770.89 913.070 255.66
-with consignee 828.430 317.20 -- --
Add: Purchase 1,33,074.687 42,350.42 100,447.387 29,009.99
Add: Recd. From Job Work 13.140 4.08 84.280 25.41
Less: Issued for Production 1,19,131.626 36,945.92 88,887.498 25,108.68
Less : Sales 12,128.101 4490.00 6,727.492 2,093.38
Less : Scrap from job work -- -- 3.170 0.91
Less : Issued From Job Work 778.160 241.78 -- --
Closing Balance-at works 6,876.517 2,768.90 4,998.147 1,770.89
-with consignee -- -- 828.430 317.20
b. G.P. Coil
2011 2010
Opening Balance 31.637 11.10 97.594 31.23
Add: Purchase 8,376.945 3,291.88 2101.621 686.85
Add: Recd. From Job Work 652.740 221.93 -- --
Less: Issued for Production 8,351.633 3,218.76 1519.932 507.33
Less:- Sales 279.445 119.74 647.646 199.65
Closing Balance 430.244 186.41 31.637 11.10
73
c. Zinc
2011 2010
Opening Balance 89.369 107.60 42.074 33.87
Add: Purchase 1,649.012 1,846.83 1951.795 2,001.11
Less: Issued for Production 1,510.881 1,687.11 1661.670 1,658.61
Less : Sales 110.390 133.22 242.830 268.77
Closing Balance 117.110 134.10 89.369 107.60
3) Licensed and Installed Capacity, Production and Turnover

a) Licensed and Installed Capacity
2011 2010
Licensed Installed Licensed Installed
M S Pipe N. A. 325000 N. A. 200000
b. Production
i) M.S.Pipe
2011 2010
Opening Stock- at works 5,205.663 3,321.747
-lying with consignee/branches 491.244 2,156.507
Add: Production During the Year 1,13,668.710 84,351.253
Less: sale 78,990.335 49,738.840
Less: Issued for GI Pipe 31,714.150 34,411.470
Closing Stock- at works 7,031.074 5,205.663
- lying with consignee/branches 1,704.028 491.244
ii) G.P. Pipe
2011 2010
Opening Stock- at works 117.453 164.047
-lying with consignee/branches 7.730 91.247
Less: sale 7,433.495 1,590.652
Closing Stock- at works 228.810 117.453
- lying with consignee/branches 415.080 7.730
iii) G.I. Pipe

2011 2010
Opening Stock- at works 1,280.631 953.368
-lying with consignee/branches 538.387 494.076
Add: Production During the Year 31,817.665 36,544.898
Add: Recd. From job work 3,707.756 68.170
Less: sale 35,154.441 36,241.494
Closing Stock- at works 1,282.504 1,280.631
Closing Stock- lying with consignee/branches 907.494 538.387
74
4) The closing stock of finished goods has been valued inclusive of Excise Duty amounting to ` 2,27,06,411 (Previous
Year ` 2,87,11,068) As per ASI-14 (Revised) issued by the Institute of Chartered Accountants of India.
5) Employee Benefits
Long Term Employee Benefits

The following table sets forth the status of the Gratuity Plan of the company, and the amounts recognised in the balance
sheet and profit and loss account. The liability for Gratuity as at March 31, 2011 have been actuarially determined and
provided for in the accounts as against the practice of providing the liability on payment basis only, upto the previous
financial year ended March 31, 2009.
Particulars Year ended
March 31, 2011 (`)
Changes in the present value of defined benefit obligation
Present benefit obligation at the beginning of year 20 ,66,888
Current service cost 6,21,986
Interest cost 1,65,351
Past service cost 15,504
Actuarial loss/(gain) 7,10,288
Benefits paid 7,25,367
Projected benefit obligation at the end of the year 28,54,650
Changes in the fair value of plan assets

Fair value of plan assets at the beginning of the year -
Expected return on plan assets -
Contributions -
Actuarial (loss)/gain -
Fair value of plan assets at the end of the year -
Amount recognized in the balance sheet

Projected benefit obligation at the end of the year 28,54,650
Fair value of plan assets at the end of the year -
Funded status of the plans-asset/(liability)-Liability recognized in the balance (28,54,650)
sheet
Gratuity cost for the year

Current service cost 6,21,986
Interest Cost 1,65,351
Past service cost 15,504
Expected return on plan assets -
Net actuarial gain/(loss) recognized in the year 7,10,288
Net Gratuity cost 15,13,129
Assumptions
Discount rate 8.00
Expected rate of return on plan assets -
Long term rate of compensation increase 5.50
6) The Company has, on a preferential basis, issued the following securities to APL Infrastructure Private Limited, in
accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI ICDR
Regulations 2009).
Warrants: 16,41,953 where each Warrant would entitle APL Infrastructure Private Limited to subscribe to one Ordinary
Share of the Company at a price of `176 per share. As per the SEBI ICDR Regulations 2009, an amount equivalent to
25% of the price i.e. `44 per Warrant aggregating to ` 7,22,45,932 has been received from APL Infrastructure Private
Limited on allotment of the Warrants.
7) Details of utilization of funds received on preferential of convertible warrants:

(Figures in `)
Particulars 2011 2010
Net issue proceeds 7,22,45,932 Nil
Less: Part funding of Llyod Lines Pipes Ltd’s acquisition 7,22,45,932 Nil
Balance Nil Nil
75
8) Disclosure regarding computation of EPS in accordance with AS-20.
2011 2010
A. Basic EPS
Profit After Tax As per P&L A/c (`) 25,52,73,042 15,08,17,401
Weighted Avg. Number of Equity Share 2,02,96,683 2,02,96,683

Basic EPS(`) 12.58 7.43
B. Diluted EPS
Profit After Tax As per P&L A/c (`) 25,52,73,042 15,08,17,401
Diluted Number of Equity Shares O/s 2,19,38,636 2,02,96,683
Diluted EPS (`) 11.63 7.43
C. Computation of Diluted Number of Equity Shares
1. Weighted average number of equity shares outstanding during the year 2,02,96,683 2,02,96,683
2. Average fair value of one equity share during the year 10 10
3. Weighted average number of share Warrant issue during the year 16,41,953 -
4. Warrants were issued @ ` 176 each entitling the holders to subscribe for 10 -
one equity share having nominal value ` 10 for every warrant issued.
5. Total Diluted Equity Shares (1+3) 2,19,38,636 2,02,96,683
9) Deferred Taxes, As per Accounting Standard-22 on accounting for taxes on income, issued by the Institute of
Chartered Accountants of India, The Deferred tax liability as on March 31, 2011 is as follows;
(Figures in `)
2011 2010
Deferred Tax Liability 13,39,61,769 8,18,76,761
Deferred Tax Assets 2,61675 2,79,571
Net Deferred Tax Liability 13,37,00,094 8,15,97,190
10) The Company has only one segment i.e. manufacturing of Steel tubes and pipes, therefore segment reporting as
required under Accounting Standard –17 is considered as not applicable.
11) Brand Building
During the Year the Company incurred an expenditure of `1,36,36,008 (Previous Year `86,63,961) on Brand building
exercise, which has been grouped under miscellaneous expenses and will be amortized in 5 years equally.
12) Provision for Income Tax for the current year has been computed based on Minimum Alternate Tax in accordance
with Section 115JB of the Income Tax Act, 1961. Taking into consideration the future profitability and the taxable
position in the subsequent years, the Company has recognized MAT Credit Entitlement to the extent of ` 1,24,89,285
(Previous Year `44,39,480) in accordance with the Guidance Note on Accounting for Credit Available in respect of
Minimum Alternate Tax under Income Tax Act, 1961 issued by the Institute of Chartered Accountants of India.
13) Related Party Disclosures (AS-18)
a) Name of the related parties and description of relationships;

Related Parties with whom transaction have taken place during the year and balances
outstanding as on the last day of the year;
Name of related parties where control exists irrespective of whether transactions have occurred or not
Wholly Owned Subsidiary companies Apollo Metalex (P) Ltd.
Shri Lakshmi Metal Udyog Ltd.
Lloyds Line Pipes Limited
76
Name of other related parties with whom transactions have taken place during the year
Associates Apollo Pipes Ltd.

V. S. Exim (P) Ltd.
APL Infrastructure (P) Ltd.
Key Management Personnel Mr. Sanjay Gupta (Chairman cum Managing Director)
Relatives of key management personnel Mrs. Saroj Rani Gupta (Mother of Directors)
Mrs. Neera Gupta (Wife of Sh. Sanjay Gupta)
b) Detail of Related Party Transactions

(Figures in `)
Key Relative of key
Total
Wholly Owned Management management
Particulars Associates
Subsidiaries Personnel Personnel
*Sales of Goods / Job 15,26,70,897 - - - 15,26,70,897
Work/Machinery
Purchase of Goods / Job 24,69,19,583 - - - 24,69,19,583
Work/Machinery
Transfer of DEPB 4,69,360 64,05,411 - - 68,74,771
Director’s Remuneration - - 24,00,000 - 24,00,000
Paid
Office/Vehicle/Factory - 16,48,334 - 28,80,000 45,28,334
rent Paid
Fund Received 7,78,11,046 - - - 7,78,11,046

Fund Given 14,90,50,000 - - - 14,90,50,000
*Sale includes Goods sent on Consignment
st
c) Amount due to /from Related Parties as at March 31 , 2011
(Figures in `)
Key Relative of key
Wholly Owned Total
Management management
Particulars Subsidiaries Associates
Personnel Personnel
Amount due to 12,43,90,162 20,25,249 1,54,181 15,000 12,65,84,592
Related Parties
Amount due from 14,90,00,000 - - - 14,90,00,000
Related Parties
2011 2010
14) Value of Import (`) 6,91,76,620 3,42,86,025

15) Value of Export (CIF) (`) 33,38,01,963 24,16,22,927
16) Expenditure in foreign currency (`) 5,96,52,460 3,59,17,056
17) The outstanding balance of Debtors/Creditors in the books of the company is subject to confirmation.
18) Auditors Remuneration (excluding Service Tax)
(Figures in `)
2011 2010
i) Statutory Audit Fee 7,50,000 7,50,000
ii) Taxation matters 1,50,000 1,50,000
iii) Other Services 1,00,000 1,00,000
10,00,000 10,00,000
Total
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19) Break up of Managerial Remuneration
(Figures in `)
2011 2010
i) Salaries 24,00,000 24,00,000
ii) Contribution to Provident Fund - -
iii) Other Perquisites - -
iv) Commission - -
Total 24,00,000 24,00,000
20) Break up of Directors Traveling Expenses:
(Figures in `)
2011 2010
i) Foreign Travelling 18,57,507 2,23,762
ii) Inland Travelling 16,92,720 4,75,613
21) The Company could not identify whether any of its creditors is SSI undertaking and Micro, Small and Medium
Enterprises covered under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act). Particulars
st
of amount as at 31 March 2011, if any, due to such undertaking could, therefore, not be disclosed.
22) Amounts except number of shares and earnings per share are rounded off to the nearest rupees.
23) The figures of previous year have been regrouped / rearranged wherever considered necessary.
78
IXA Financial Results for the Latest Quarter
CONSOLIDATED UNAUDITED (PROVISIONAL) FINANCIAL RESULTS FOR THE QUARTER AND PERIOD ENDED JUNE 30, 2011
# These financial results, reviewed by Audit Committee have been taken on record by the Board of Directors at its' meeting held on July 21, 2011. The Statutory Auditors
have carried out the 'Limited Review' of the results.
# The consolidated financial results have been prepared in accordance with the AS-21 issued by the ICAI and comprise the financial results of APL Apollo Tubes Ltd and its’
100% subsidiaries.
# During the quarter, sheet galvanizing facilities at Shri Lakshmi Metal Udyog, Bangluru became operational with installed capacity of 30,000 MTPA, augmenting the total
in-house sheet galvanization installed capacity to 54000 MTPA
# Warehouse-cum-branches were opened at Kochin, Goa and Nagpur to further strengthen the Company’s distribution network supported by its multi-locational
manufacturing facilities.
# There were no investors’ complaints pending at the beginning of the quarter, all two complaints received during the quarter were resolved and no complaints were
pending at the end of the quarter.
# The Company operates only in one segment i.e. manufacturing of Infrastructure Products. Previous period figures have been regrouped / reclassified / recasted,
wherever necessary to facilitate comparison.
for APL APOLLO TUBES LIMITED
Delhi 110 092 SANJAY GUPTA

July 21, 2011 www.aplapollo.com CHAIRMAN CUM MANAGING DIRECTOR
79
CONSOLIDATED UNAUDITED (PROVISIONAL) FINANCIAL RESULTS FOR THE QUARTER AND PERIOD ENDED JUNE 30, 2011
(Rupees in Lacs except for shares and EPS)
PARTICULARS Quarter Ended Year Ended
30.06.2011 30.06.2010 31.03.2011
(Unaudited) (Unaudited) (Unaudited)
Gross Sales 3,198.88 17,191.41 98,405.41
Less: Excise Duty & Cess 2,531.71 1,495.27 8,391.34
Net Sales/Income from Operations 30,667.17 15,696.14 90,014.07
Expenditure
(a) (Increase)/ Decrease in Stock (474.77) (511.37) (678.29)
(b) Consumption of Raw Materials 24,499.26 12,650.34 70,173.37
(c) Purchase of traded goods 1,305.76 849.88 4,231.71
(d) Employees Cost 428.30 158.19 1,086.98
(e) Depreciation 205.00 105.43 610.50
(f) Other Expenditure 2,125.79 1,081.93 6,325.38
Total Expenditure 28,089.34 14,334.40 81,749.65
Profit before Interest & Exceptional Item 2,577.83 1,361.74 8,264.42
Net Interest Expenses 646.77 293.46 1,824.73
Earning before Exceptional Item 1,931.06 1,068.28 6,439.69
Exceptional Item - - -
Profit/Loss before Tax 1,931.06 1,068.28 6,439.69
Tax Expense
-Current Tax 495.00 252.85 1,480.00
-Deferred Tax 135.00 98.05 652.21
Net Profit/Loss 1,301.06 717.38 4,307.48
Exceptional Item (net of tax expenses) - - -
Paid-up Equity Shares Capital 2029.67 2029.67 2029.67
(Face value of Rs. 10/- each)
Reserves excluding Revaluation Reserve
Earning Per Shares (EPS)
- Basic (in Rupees, not annualised) 6.41 3.53 21.22
-Diluted (in Rupees, not annualised) 5.93 3.53 20.76
Public Shareholding
-Number of Shares 11996683 12046683 11996683
-Percentage of Shareholding 59.107 59.353 59.107
Promoters & Promoter Group Shareholding
Pledged/Encumbered
-Number of Shares 2010000 2400000 1800000
-Percentage to total Promoter Shareholding 24.217 29.091 21.687
-Percentage to total Share Capital 9.903 11.825 8.868
Un-encumbered
-Number of Shares 6290000 5850000 6500000
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STANDALONE UNAUDITED (PROVISIONAL) FINANCIAL RESULTS FOR THE QUARTER AND PERIOD ENDED JUNE 30, 2011
(Rupees in Lacs except for shares and EPS)
PARTICULARS Quarter Ended Year Ended
30.06.2011 30.06.2010 31.03.2011
(Unaudited) (Unaudited) (Unaudited)
Gross Sales 24,587.78 11,784.05 64,068.27
Less: Excise Duty & Cess 1,832.10 993.78 5,369.51
Net Sales/Income from Operations 22,755.68 10,790.27 58,698.76
Expenditure
(a) (Increase)/ Decrease in Stock (442.74) (521.48) (576.89)
(b) Consumption of Raw Materials 15,775.56 8,431.67 43,526.03
(c) Purchase of traded goods 4,164.12 1,254.17 5,741.96
(d) Employees Cost 223.43 91.73 603.76
(e) Depreciation 145.00 73.36 464.85
(f) Other Expenditure 1,327.75 675.60 3,986.75
Total Expenditure 21,193.12 10,005.05 53,746.46
Profit before Interest & Exceptional Item 1,562.56 785.22 4,952.30
Net Interest Expenses 431.85 161.33 1,200.51
Earning before Exceptional Item 1,130.71 623.89 3,751.79
Exceptional Item - - -
Profit/Loss before Tax 1,130.71 623.89 3,751.79
Tax Expense
-Current Tax 260.00 115.85 780.00
-Deferred Tax 110.00 90.85 457.15
Net Profit/Loss 760.71 417.19 2,514.64
Exceptional Item (net of tax expenses) - - -
Paid-up Equity Shares Capital 2029.66 2029.67 2029.67
(Face value of Rs. 10/- each)
Reserves excluding Revaluation Reserve
Earning Per Shares (EPS)
- Basic (in Rupees, not annualised) 3.75 2.06 12.39
-Diluted (in Rupees, not annualised) 3.47 2.06 12.12
Public Shareholding
-Number of Shares 11996683 12046683 11996683
-Percentage of Shareholding 59.107 59.353 59.107
Promoters & Promoter Group Shareholding
Pledged/Encumbered
-Number of Shares 2010000 2400000 1800000
Un-encumbered
-Number of Shares 6290000 5850000 6500000
81
X OUTSTANDING LITIGATIONS
There is no outstanding litigation pending against the company and its subsidiaries and their office
bearers.
XI GOVERNMENT APPROVALS
The Company has all the necessary permissions and approvals from the Government and various
Government agencies for the existing activities.
XII - DIVIDEND POLICY
The declaration and payment of Dividends will be recommended by our Board of Directors, at their
discretion and with the approval of our Shareholders. The recommendation of dividend will depend on a
number of factors, including but not limited to our earnings, capital requirements and overall financial
condition. As a part of the Silver Jubilee celebrations, the Company declared two interim dividends at
10% each during the financial year 2010-11 on the 2,02,96,683 outstanding equity shares. The total
dividend payout works out to Rs. 4,05,93,366, i.e. Rs. 2/- per equity share.
82
XIII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
10. The certificate of title to share shall be issued under the Seal of the Company.
11. Every member shall be entitled free of charge to certificate in marketable lot for all the shares
of each class registered in his name or, if any member so wishes, to several certificate each
for one or more of such shares. unless the Conditions of issue of any shares
otherwise provide, the Company shall either within two months after the date of allotment and
on surrender to the Company of its letter making the allotment or of its fractional coupons of
requisite value (save in the case of issue against letters of acceptance or of renunciation
or in case of issue of bonus shares) or within one month of receipt of the application for
registration of the transfer, sub-division, consolidation renewal or exchange of any of its shares,
as the case may be, complete, and have ready for delivery the certificates of such shares.
Every certificate of shares, shall specify the name of the personin whose favour the certificate
is issued, the shares to which it relates and the amount paid up thereon. Particulars of every
certificate issued shall be entered in the Register maintained in the form set out in the
Companies (Issue of Share Certificates) Rules, 1960.
12.
(1) If any certificate of any share or shares be surrendered to the Company for sub-division
or consolidation if any certificate be defaced, torn or old, decrepit, worn-out or where the
pages on the reverse for recording transfer have been duly utilized, then upon surrender
thereof to the Company, the Board, may order the same to be cancelled and may
issue new certificate in lieu thereof, and if any certificate be lost or destroyed, then upon
proof thereof to the satisfac tion of he Board, and on such indemnity as the Board thinks fit being
given a new certificate in lieu thereof, shall be given To party entitled to the shares to which
such lost or destroyed certificate relate. Where a new certificate has been issued as
aforesaid, it shall state on the face of it and against the stub or counterfoil that it is
issued in lieu of a share certificate or is a duplicate issued for the one so replaced and,
in the case certificate issued in place of one which has been lost or destroyed, the
word duplicate shall be stamped or punched in bold letters across the face thereof. For
every certificate issued under this Article, there shall be paid to the Company such out of
pocked expenses incurred by the Company in investigating evidence as the Board may be
determine.
(2) No fee shall be charged for sub-division and consolidation of share and debenture
certificates and for sub-division of letters of allotment and split, consolidation, renewal
and pucca transfer receipts into denomincation, corresponding to the market units of trading,
for sub-division of renounceable letters of rights; for issue of new certificate in replacement of
those which are old, decrepit or worn out, or where the pages on the reverse for recording
transfers have been fully utilized. Provided that the Company may charge such fees as may be
agreed by it with the Stock Exchange with which its share may be enlisted for the time
being for issue of new certificates in replacement of those that are torn, defaced, lost or
destroyed, and for sub-division and consolidation of share and debenture certificates and
83
for sub- division of letter of allotment and split, consolidation, renewal and pucca
transfer receipts into denominations other than those fixed for the market units of trading.
13. Where two or more persons are registered as the holders of any share they shall be
deemed to hold the same as joint-tenants with benefit of survivorship subject to the
following provisions and to the other provisions of these Articles relating to joint holders :-
(a) The Company shall not be bound to register more than three persons as the joint-holder for
any share.
(b) The joint holders of a share shall be liable severally as well as jointly in respect of all
payments which ought to be made in respect of such shares.
(c) On the death of any one of such joint-holders, the survivor or survivors shall be the only
person recognized by the Company as having any title to or interest in such share but the
Board may require such evidence of death as it may deem fit.
(d) Only the person whose name stands first in the Register as one of the joint-holders of
any share shall be entitled to delivery of the certificate relating to such share.
CALLS
14. The Directors may, from time to time, subject to the terms on which any shares may
have been issued, make such calls as they think fit upon the members in respect of all moneys
unpaid on the shares held by them respectively, and not by the conditions of allotment
thereto made payable at fixed times, and each member shall pay the amount of every call so
made on him to the persons and at the times and places appointed by the Directors. A call
may be made payable by instalments.
15. That the option or right to call of shares shall not be given to any person except with the
sanction of the Company in general meeting.
16. Not less than 30 (Thirty) days notice of any call shall be given specifying the time and
place of payment and to whom such call shall be paid.
17. If by the terms of issue of any share or otherwise, the whole or part of the amount of issue
price thereof is made payable at any fixed time or by installments at fixed times, every such
amount of issue price of installment thereof shall be payable as if it were a call duly made by
the Directors and of which due notice had been given and all the provisions herein contained in
respect of calls shall apply to such amount or issue price or installments accordingly.
18. If the sum payable in respect of any call or installment be not paid on or before the day
appointed for the payment thereof, the holder for the time being of the share in respect of
which the call shall have been made or the installment shall be due, shall pay interest for the
same at the rate of 12 (Twelve) percent per annum, from the day appointed for the payment
84
thereof to the actual payment or at such other areas the Directors may determine but they
shall have power to waive the payment thereof wholly or in part.
19. On the trail or hearing of any action or suit brought by the Company against any member or
his representative to recover any debt or money claimed to be due to the Company in respect of
his shares, it shall be sufficient to prove that the name of the defendant is, or was, when the claim
arose, on the Register of the Company as a holder, or one of the holders of the number of
shares in respect of which such claim is made, that the resolution making the call is duly recorded
in the minute book and that the amount claimed is not entered as paid in the books of the
Company, and it shall not be necessary to prove the appointment of the Directors who made
any call nor that a quorum of Directors was present at the meeting at which any call was
made nor that such meeting was duly convened or constituted, nor any other matter
but the proof of the mattes aforesaid shall be conclusive evidence of the debt.
20. The Board may, if it thinks fit, receive from any member willing to advance the same, all or
any part of the money due upon the shares held by him beyond the sums actually called for,
and upon the money so paid or satisfied in advance, or so much thereof as from time to time
exceeds the amount of call then made upon the share in respect of which such advance has
been made, the company may pay interest at such rate not exceeding, unless the company in
general meeting shall otherwise direct, 6 (Six) percent per annum on the member paying such
sum as advance and the Board agree upon. Money so pad in excess of the amount of call
shall not rank for dividends or confer a right to participate in profits. The Board may at any
time repay the Amount so advanced upon giving such member not less than three months
notice in writing.
FORFEITURE AND LIEN
21. If any member fails to pay any call or instalment on or before the day appointed for the
payment of the same, the Directors may at any time thereafter, during such time as the call
or installment remains unpaid, serve notice on such member requiring him to pay the same
together with any interest that may have accrued and expenses, that may have been incurred
by the Company by reasons of such non-payment.
22. The notice shall name a day (not being less than 30 (Thirty) days from the date of the
notice) and a place or places on and at which such call or instalment and such interest and
expenses as aforesaid are to be paid. The notice shall also state that in the event of non-
payment at or before the time, and at the place or places appointed, the shares in respect of
which such call was made or instalment is payable will be liable to be forfeited.
23. If the requirement of any such notice as aforesaid be not complied with, any shares in
respect of which such notice has been given may, at any time thereafter before payment of all
calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of
the Directors to that effect. Such forfeiture shall include all dividends declared in respect of
the forfeited share not actually paid before the forfeiture. Neither the receipt by the Company of a
85
portion of any money which shall, from time to time, be due from any member of the Company
in respect of his shares, either by way of principal or interest, nor any indulgency granted by the
Company in respect of the payment of any such money shall preclude the Company from
thereafter proceeding to enforce a forfeiture of such share as herein provided.
24 When any shares shall have been so forfeited, notice of the forfeiture shall be given to
the member in whose name it stood immediately prior to the forfeiture, and an entry of the
forfeiture with the date thereof, shall forthwith be made in the Register but no forfeiture shall be in
any manner invalidated by any omission or neglect to give such notice or to make such entry as
aforesaid.
25. Any share so forfeited shall be deemed to be the property of the Company, and the Director
may sell, re-allot or otherwise dispose off the same in such manner as they think fit.
26. The Directors may, at any time before any share so forfeited shall be solid; re-allotted or
otherwise disposed off, annul the forfeiture thereof upon such conditions as they think fit.
27. Any member whose shares have been forfeited shall notwithstanding such forfeiture, be
liable to pay and shall forthwith pay to the Company all call, instalments, interest and the
expenses, owning upon or in respect of such shares, at the time of all instalments interest on
the forfeited together with interest there-upon, from the time of the forfeiture until payment at 12
(Twelve) per cent per annum or such other rate as the Directors may determine any the
Directors may enforce the payment thereof without any deduction of allowance for the value of
shares at the time of forfeiture but shall not be under any obligation to do so.
28. The forfeiture of a share shall involve the extinction of all interest in and also of all claims
and demands against the Company in respect of the share and all other rights incidental to
the share except only such of those rights as by these Articles are expressly saved.
29. A duly verified declaration in writing that the declarant is Director of the Company and that
certain shares in the Company have been duly forfeited on a date stated in the declaration shall
be conclusive evidence of the facts therein stated as against all persons claiming to be
entitled to the shares and the receipt of the Company for the consideration, if any, given for the
shares on the sale or disposition thereof, shall constitute a written title to such shares.
30. That fully paid shares shall be free from all lien, and that in the case of partly paid shares,
the Companys lien shall be restricted to money called or payable at a fixed time in respect of
such shares.
30a. That common form of transfer shall be used.
31. For the purpose of enforcing such lien, the Directors may sell the shares subject thereto in
such manner as they think fit, but no sale shall be made until such period as aforesaid shall
have elapsed and until notice in writing of the intention to sell shall have been served on such
86
member, his committee, curator bonis or other person recognised by the Company as entitled
to represent such member and default shall have been made by him or them in the payment of
the sum payable as aforesaid for thirty days after such notice. The net proceeds of any such sale
shall be applied in or towards satisfaction of such part of the amount in respect of which
the lien exists as is presently payable by such member, and the residual (if any) be paid to
such member, his executors, administrators or other representatives or persons so recognized
as aforesaid.
32. Upon any sale after forfeiture or enforcing a lien in purported exercise of the powers by
these presents given, the Directors may appoint some person to execute an instrument of
transfer of the shares sold and cause the purchasers name to the entered in the register in
respect of the shares sold and after his name has been entered in the Register in respect of
such shares his title to such shares shall not be affected by any irregularity or invalidity in the
proceedings in reference to such forfeiture, sale or disposition, nor impeached by any person and
the remedy of any person aggrieved by the sale shall be in damages only and against the
Company exclusively.
33. Where any shares under the powers in that behalf herein contained are sold by the
Directors and the certificate thereof has not been delivered to the Company by the former
holders of the said shares the Directors may issue new certificate not so delivered.
TRANSFER AND TRANSMISSION OF SHARES
34. Subject to the provisions of the Act, no transfer of shares shall be registered unless a proper
instrument of transfer duly stamped and executed by or on behalf of the transferor or
transferee has been delivered to the Company together with the certificate or certificates of the
shares, or if no such certificate is in existence along with the letter of allotment of shares. The
instrument of transfer of any shares shall be signed both by or on behalf of the transferor and by
on or behalf of transferees and the transferor shall be deemed to remain the holder of such share
until the name of the transferee is entered in the Register in respect thereof.
35. Application for the registration of the transfer of a share may be made either by the transferor
or the transferee provided that, where such application is made by the transferor, no registration
shall in the case of partly paid shares be effected unless the Company gives notice of the
application to the transferee in the manners prescribed by the Act, and, subject to the
provisions of Articles hereof, the company shall, unless objection is made by the transferee within
two weeks from the date of receipt of the notice, enter in the Register the name of the transferee
in the same manner, and subject to the same conditions as if the application for Registration was
made by the transferee.
36. Before registering any transfer tendered for registration, the Company may, if it so thinks
fit, give notice by letter posted in the ordinary course to he registered holder that such transfer
deed has been lodged and that, unless objection is taken, the transfer will be registered and it
such registered holder fails to lodge an objection in writing at the office of the Company within two
87
weeks from the posting of such notice to him he shall be deemed to have admitted the validity of the
said transfer.
37. The Company shall keep a Register of Transfers and therein shall be fairly and distinctly
entered particular of every transfer of any share.
38. Subject to the provisions of section 111 of the Act, the Board, of director without assigning any
reason for such refusal, may within one month from the date on which the instrument of transfer
was delivered to the Company, refuse to register any transfer of a share upon which the
Company has a lien and, in the case of a share not fully paid up, may refuse to register a
transfer to a transferee of whom the Board does not approve.
Provided that the registration of a transfer of share shall not be refused on the ground of the
transferor being either alone or Jointly with any other person or persons indebted to the
Company on any account whatsoever.
39. (1) No transfer shall be made to a minor or a person of unsound mind.
(2) No fee shall be charged for registration of transfer, probate, letter of administration, certificate of
death or marriage, Power of Attorney or similar other instruments.
40. All instruments of transfer duly approved shall be retained by the Company and in case of
refusal, instruments of transfer shall be returned to the person who lodges the transfer deeds.
41. If the Directors refuse to register the transfer of any shares, the Company shall, within one
month from the date on which the instrument of transfer was lodged with the Company or intimation
given, send to the transferor and the transferee or the person giving intimation of such transfer
notice of such refusal.
42. On giving seven days notice by advertisement in a newspaper circulating in the District in
which the Office of the Company is situated the Register of Members may be closed during such
time as the Directors think fit not exceeding in the whole forty five days in each year but not
exceeding thirty days at a time.
43. The executors or administrators or the holder of a succession certificate in respect of

shares of a deceased member (not being one of several joint holders) shall be the only person
whom the Company shall recognise as having any title to the shares registered in the name of
such member and, in case of the death of any one or more of the joint-holders of any registered
shares the survivors shall be only persons recognized by the Company as having any title to or
interest in such share but nothing herein contained shall be taken to release the estate of a
deceased jointholder from any liability on shares held by him jointly with any other person.
Before recognizing any legal representative or heir or a person otherwise claiming title to the
shares the Company may require him to obtain a grant of probate or letters of administration or
succession certificate, or other legal representation, as the case may be from a competent
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Court, provided nevertheless that in any case where the Board in its absolute discretion think fit
it shall be lawful for the Board to dispense with production of probate or letters of administration or a
succession certificate or such other legal representation upon such terms as to indemnity or
otherwise as the Board may consider desirable.
44. Any person becoming entitled to or to transfer shares in consequence of the death
or insolvency of any member, upon producing such evidence that he sustains the character in
respect of which he proposes to act under this article, or of his title as the Directors think
sufficient, may with the consent of the Directors (which they shall not be under any obligation to
give), be registered as a member in respect of such shares or may, subject to the regulations as to
transfer hereinbefore contained transfer such shares. This Article is hereinafter referred to as
The transmission Article. Subject to any other provisions of these Articles if the person so
becoming entitled to shares under this or the last preceding Article shall elect to be registered
as a member in respect of the share himself he shall deliver or send to the company a notice in
writing signed by him stating that he so elects. If he shall elect to transfer to some other person
he shall execute an instrument of transfer in accordance with the provisions of these articles
relating to transfer of shares. All the limitations, restrictions and provisions of these
articles relating to the rights to transfer and the registration of transfers of shares shall be
applicable to any such notice of transfer as aforesaid.
45. Subject to any other provisions of these Articles if the Directors in their sole discretion are
satisfied in regard thereof, a person becoming entitled to a share in consequences of the
death or insolvency of a member may receive and give a discharge for any dividends or other
money payable in respect of the share.
46. The instrument of transfer shall be in wiring and all the provision of Section 108 of the
Companies Act, 1956 and of any statutory modification thereof for the time being shall be duly
complied with in respect of all transfers of shares and the registration thereof.
SHARE WARRANTS
47. Subject to the provisions of Section 114 and 115 of the Act and subject to any direction
which may be given by the Company in General Meeting, the Board may issue share-
warrants in such manner and on such terms and conditions as the Board may deem fit. In case
of such issue Regulations 40 to 43 of table A in Schedule I to the Act, shall apply.
STOCKS
48. The company may exercise the power of conversion of its shares into stock and in that
case regulations 37 to 39 to table A in schedule I to the Act shall apply.
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ALTERATION OF CAPITAL
49. The Company may, by ordinary resolution, from time to time, alter The condition of
Memorandum of Association as follows :-
a) Increase the Share Capital by such amount to be divided into shares of such amount as may
be specified in the resolution.
b) Consolidate and divide all or any of its share capital into shares of larger amount than its
existing shares.
c) Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by
the Memorandum of Association so however, that in the sub-division the proportion between
the amount paid and the amount, if any unpaid on each reduced share shall be the same as
it was in the share from which the reduced share is derived, and
d) Cancel any shares which, at the date of the passing of the resolution, have not been
taken or agreed to be taken by any person and diminish the amount of its share capital by
the amount of the share so cancelled.
50. Subject to the provisions of Section 100 to 104 of the Act, the Board may
accept from any member the surrender of all or any of his shares on such terms and
conditions as shall be agree.
MODIFICATION OF RIGHTS
51. If at any time the share capital is divided into different classes of shares the rights attached to
any class (unless otherwise provided by the terms of issue f the shares of that class) may,
whether or not the Company is being wound up, be carried with consent in writing of the holders
of three-fourths of the issued shares of that class, or with the sanction of a Special Resolution
passed at a separate Meeting of the holders of the shares of that class. To every such
Separate Meeting the provisions of these Articles, relating to general meeting shall apply, but so
that the necessary quorum shall be two persons atleast holding or representing by proxy one-
tenth of the issued shares of the class but so that if at any adjourned meeting of such
holders a quorum as above defined is not present, those members who are present shall be a
quorum and that any holder of shares of the class present in person or by proxy may demand a
poll and, on a poll, shall have one vote for each shares of the class of which he is the holder.
the Company shall comply with the provisions of Section 192 of the Act as to forwarding a copy
of any such agreement or resolution to the Registrar of Companies.
BORROWING POWERS
52. The Board may, from time to time and at its discretion, subject to the provisions of
Section 58A, 292 and 293 of the Act, and Regulations made thereunder and Directors issued by the
RBI raise or borrow, either from the Directors or from elsewhere and secure the payment of any
sums or sum of money for the purpose of the Company.
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53. The Board may raise or secure the repayment of such sum or sums in such
manner and upon such terms and conditions in all respects as it think fit, and in particular, by the
issue of bonds, perpetual or redeemable debenture or debenture-stock or any mortgage, or other
security on the undertaking of the whole or part of the property of the Company (both present and
future), including its uncalled capital for the time being, provided that debentures with the rights
to allotment of or conversion into shares shall not be issued except with the sanction of the
Company in general meeting and subject to the provisions of the Act.
54. Any debentures, debenture-stock, bonds or other securities may be issued at a discount,
premium or otherwise and with any special privileges, as to redemption, surrender, drawings
allotment of shares, appointment of Directors and otherwise debentures, debenture-stock,
bonds and other securities may be made assignable free from any equities between the
Company and the person to whom the same may be issued.
55. Save as provided in Section 108 of the Act, no transfer of debenture shall be registered
unless a proper instrument of transfer duly stamped and executed by the transferor and
transferee has been delivered to the Company together with the certificate or certificates of
debentures.
56. If the Board refuses to register the transfer of any debentures, the Company shall, within one
month from the date on which the instrument of transfer was lodged with the Company, sent to the
transferee and to the transferor notice of the refusal.
RESERVES
57. Subject to the provisions of the Act, the Board shall in accordance with Section 205
(2A) of the Act, before recommending any dividend, set aside out of the profits of the Company such
sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any
purpose to which the profits of the Company may be properly applied and pending such
application may at its discretion, either be employed in the business of the company or be
invested in such investments (other than shares of the Company as the Board may, from time to
time, think fit). The Board may also carry forward any profit which it may think prudent not to
divide without setting them aside as a reserve.
58. Any General Meeting any resolve that the whole or any part of the undivided profits of the
Company (which expression shall include any premiums received on the issue of shares and any
profits or other sums which have been set aside as a reserve or reserves or have been carried
forward without being divided) be capitalized and distributed amongst such of the members as
would be entitled to receive the same if distributed by way of dividend and in the same proportions
on the footing that they become entitled thereto as capital and that all or any part if such
capitalized amount be applied on behalf of such members in paying up in full any unissued
shares of the Company which shall be distributed accordingly in or towards payment of
the uncalled liability on any issued shares, and that such distribution or payment shall be accepted
by such manner in full satisfaction of their interest in the said capitalized amount. Provided that
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any sum standing to the credit of a shares premium account or a capital redemption, reserve
account may, for the purposes of this Article only be applied in the paying up of
unissued shares to be issued to members of the company as fully-paid bonus shares.
59. For the purpose of giving effect to any resolution under two last preceding Articles the
Directors may settle any difficulty which may arise in regard to the distribution as they think
expedient and in particular may issue fractional certificate.
GENERAL MEETINGS
60. The Directors may, whenever they think fit, call an extra ordinary general meeting provided
however if at any time these are not in India Directors capable of action who are sufficient in
number to form a quorum any Director present in India may call an extra ordinary general meeting
in the same manner as nearly as possible as that in which such a meeting may be called by the
Board.
61. The Board of Directors of the Company shall on the requisition of such member or
members of the company as is specified in subsection (4) of Section 169 of the Act forthwith
proceed to call an extra ordinary general meeting of the Company and in respect of any such
requisition and of any meeting to be called pursuant thereto, all the provisions of section 169 of
the Act and of any statutory modification thereof for the time being shall apply.
62. The quorum for a general meeting shall be five members present in person.
63. At every General Meeting, the Chair shall be taken by the Chairman of the Board of Directors.If
at any meeting, the Chairman of the Board of Directors is not present within fifteen minutes
after the time appointed for holding the meeting or, though present be unwilling to act as
chairman, the members present shall choose one of the Directors present to be Chairman or if
no Director shall be present or though present shall choose one of their members, being a
member entitled to vote, to be the Chairman.
64. Any act or resolution which, under the provision of this Article or of the Act, is permitted
shall be sufficiently so done or passed if effected by an ordinary resolution unless either the
Act or the Articles specifically require such act to be done or resolution passed by a special
resolution.
65. If within half an hour from the time appointed for the meeting a quorum be not present,
the meeting, if convened upon a requisition of share holders shall be dissolved but in any other
case it shall stand adjourned to the same day in he next week at same time and place, unless
the same shall be public holiday when the meeting shall stand adjourned to the next day not
being a public holiday at the same time and place and if at such adjourned meeting a quorum
be not present within half an hour from the time appointed for the meeting, those members who
are present and not being less than two persons shall be a quorum and may transact the business
for which the meeting was called.
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66. In the case of a equality of votes the Chairman shall both on a show of hands and a poll,
have a casting vote in addition to the vote or votes to which he may be entitled as a member.
67. The Chairman of a General Meeting may adjourn the same, from time to time and from place
to place, but no business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place, it shall not be necessary
to give notice to the members of such adjournment or of the time, date and place appointed
for the holding of the adjourned meeting.
68. If a poll be demanded, the demand of a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question on which a poll has been demanded.
VOTES OF MEMBERS
69. (1) On a show of hands every member present in person and being a holder of Equity Shares shall
have one vote and every person present either as a proxy on behalf of a holder of Equity Shares or as
a duly authorized representative of a body corporate being a holder of Equity Shares, if he is not
entitled to vote in his own rights, shall have one vote.
(2) On a poll the voting rights of a holder of Equity Shares shall be as specified in Section 87 of the Act
(3) The voting rights of the holders of the Preference Shares including the Redeemable Cumulative
Preference Share shall be accordance with the provisions of section 87 of the act.
(4) No company or body corporate shall vote by proxy so long as a resolution its Board of Directors
under Section 187 of the Act is in force and the representative named in such resolution is present at
the General Meeting at which the vote by proxy is tendered.
70. A person becoming entitled to a share shall not, before being registered as member in respect of
the share, entitled to exercise in respect thereof any right conferred by membership in relation to
meeting of the Company.
70A. If any member be a lunatic or idiot, he may vote whether on a show of hands or at a poll
by his committee or other legal curator and such last mentioned persons may give their votes by
proxy provided that atleast twenty four hours before the time of holding the meeting or adjourned
meeting, as the case may be, at which a any such person proposes to vote he, shall satisfy the
Board of his rights under this Article unless the Board shall have previously admitted his right to
vote at such meeting in respect thereof.
71. Where there are joint holders of any share, any one of such persons may vote at any
meeting either personally or by proxy in respect of such shares as if he were solely entitled thereto
and if more than one of such joint-holders be present at any meeting either personally or by proxy
then that one of the said persons so present whose name stands prior in order on the register
in respect of such share shall alone be entitled to vote in respect thereof. Several executor or
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administrators of deceased member in whose name any share stands shall for the purpose of
this Article, be deemed joint-holders thereof.
72. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his
Attorney duly authorized in writing or it such appointer is a corporation, under its common seal or the
hands of its Attorney.
73. The instrument appointing a proxy and the Power-of-Attorney or other authority (if any) under
which it is signed or a natorially certified copy of that power of authority shall be deposited at the
office not less than fourty eight hours before the time for holding the meeting at which the person
named in the instrument proposes to vote in default the instrument of proxy shall not be treated
as valid.
74. A vote given in accordance with the terms of an instrument appointing a proxy shall be
valid notwithstanding the previous death or insanity of the principal or revocation of the instrument
of transfer of the share in respect of which the vote given. Provided no intimation in writing
of the death, insanity, revocation or transfer of the share shall have been received at the office or by
the Chairman of the Meeting before the vote is given. Provided nevertheless that the
Chairman of any meeting shall be entitled to require such evidence as he may in his
discretion think fit of the due execution of an instrument of proxy and that the same has not
been revoked.
75. Every instrument appointing a proxy shall as nearly as circumstances will admit, be in the form
set out in Schedule IX to the Act. No objection shall be taken to the validity to any vote except at
the meeting or poll at which such vote shall be tendered and every vote not disallowed at such
meeting or poll and whether given personally or by proxy or otherwise shall be deemed valid for all
purposes.
76. Before or on the declaration of the result of the boting an any resolution on a show of hands;
a poll be ordered to be taken by the Chairman of the Meeting on his own motion and shall be
ordered to be taken by him on demand made in that behalf by any member or members present
in person or by proxy and fulfilling the requirements as laid down in Section 179, of the Act, for the
time being in force.
77. No member shall be entitled to exercise any voting rights either personally or by proxy at any
meeting of the Company in respect of any shares registered in his name on which any calls or
other sums presently payable by him have not been paid or in regard to which the Company
has and has exercised any right or lien.
DIRECTORS GENERAL PROVISIONS
78. The number of Directors shall not be less than three and not more than twelve.
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79. The following shall be First Directors of the Company :
1. Sudesh Kumar Gupta
2. Smt. Saroj Rani Gupta
80. The Directors shall have power, at any time and from time to time, to appoint any person
as an additional Directors as an addition to the board but so that the total number of Directors
shall not at any time exceed the maximum number fixed by the Articles. Any director so appointed
shall hold office only until the next Annual General meeting of the Company and shall be eligible for
re-election.
81. A Director shall not be required to hold any share qualification shares.
82. The Director shall be entitled to receive in each year a commission @ 1%(One
percent) in the net profits of the Company such commission to be calculated on the net profits
of the Company to be computed in accordance with the provisions of the Company Act, 1956
Rules made thereunder and such commission shall be divided among the Directors in
such proportion and manner as may be determined by them. The Director may allow and pay to
any Director who for the time being is resident out of the place at which any Meeting of the Directors
may be held and who shall come to that place for the purpose of attending such meeting such
sum as the Directors may consider fair and reasonable for his expenses in connection with his
attending at the meeting in addition to his remuneration as above specified. If any Director
being willing is appointed to an executive office either whole time or part time or be called upon to
perform extra services or to made any special exertions for any of the purposes of the Company
then, subject to Section 198, 309, 310 and 314 of the Act and ruled made the under the Board
may remunerate such Director either by a fixed sum or by a percentage of profits or otherwise and
such remuneration may be either in addition to or in substitution for any other remuneration to which
he may be entitled to.
82A. The sitting fees payable to a Director for attending a meeting of the Board or a Committee
of the Board or a general meeting shall be decided by the Board of Directors, from time to
time, within the maximum limits of such fees prescribed under the provisions of Section 310 of the
Act, and schedule XIIth XIIIth thereof.
83. The continuing Directors may act notwithstanding any vacancy in their body but so that if the
number falls below the minimum number above fixed, the Directors shall not except for the
purpose of filling vacancies or of summoning a General Meeting act so long as the number is
below the minimum.
84. Subject to the provisions of section 297, 299, 300 and 314 of the Act, the Directors
(including Managing Director) shall not be disqualified by reason of his or their office as such,
from holding office under the Company or from contracting with the Company either as vendor,
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purchaser lender, agent, broker, lessor or otherwise nor shall any such contract or any contract
or arrangement entered into by or behalf of the Company with a relative of such Directors or the
Managing Director or with any firm in which any Director or a relative shall be a partner or with any
other partner or with a private company in which such Director is a member or Director interested be
avoided, nor shall any Director or otherwise so contracting or being such members or so
interested be liable to account to the Company for any profit realised by such contract or arrangement
by reason only of such Director holding that office or of the fiduciary relation thereby established.
APPOINTMENT OF DIRECTORS
85. The Company in General Meeting may, subject to the provision of these Articles and the Act, at
any time elect any person to be a Director and may, from time to time, increase or reduce the number
of directors.
85A. Any member of the company shall be competent to propose the name of any person who is
otherwise not disqualified as being a director of company for the office of director in the company
and shall accordingly give a notice of al least 14 days n writing alongwith a deposit of Rs. 500/-
(Rupees Five Hundred) or such sum as may for the time being be prescribed by the Act,
which and rules made thereunder shall be refunded only after the person proposed to be appointed
as director is elected.
86. If any Director appointed by the Company in general meeting vacates office as a Director
before his terms of office will expire in the normal course the resulting casual vacancy may be
filled up by the Board at a meeting of the Board, but any person so appointed shall retain
his office so long only as the vacating Director would have retained the same if no vacancy had
occurred. Provided that the Board may not fill such a vacancy by appointing thereto any person who
has been removed from the office of Director under Section 284 of the Act.
87. The Company shall, subject to the provisions of the Act, be entitled to agree with any
person, firm or corporation that he or it shall have the right to appoint his or its nominee on the
Board of Directors of the Company upon such terms and conditions as the Company may deem
fit. The Corporation, firm or person shall be entitled, from time to time, to remove any such
Director or Directors and appoint another or others in his or their places. He shall be
entitled to the same right and privileges and be subject to the same obligation as any
other Director of the Company.
88A. (a) Notwithstanding anything to the contrary contained in these Articles, so long as any
money remain owning by the Company to the Industrial Development Bank of India (IDBI),
industrial Finance Corporation of India (IFCI), The Industrial Credit and Investment Corporation of
India Limited (ICICI), Life Insurance Corporation of India (LIC), General Insurance Corporation of India
(GIC), Unit Trust of India (UTI) and other Financial Institutions of Central or State Governments or
to any other Corporation of Institution or to any other financing Company or other Body out of any
loans granted by them to the Company or so long as IDBI, IFCI, ICICI, LIC, which IDBI, IFCI, ICICI,
and LIC, GIC, UTI or other Finance corporation or Credit Corporation or any other financing
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Company or body is hereinafter in this Articles referred to as the Corporation) continue to hold
shares in the Company as a result of underwriting or direct subscription, the Corporation shall
have a right to appoint from time to time any person or persons as a director or directors, whole time
or non-whole time, (which director or directors is/are hereinafter referred to as nominee director/s) on
the board of the Company and to remove from such office any person or persons so appointed and
to appoint any person or persons in his or their place/s.
(b) The Board of directors of the company shall have no power to remove from office the nominee
director/s. At the option of the Corporation, such nominee director/s shall not be liable to
retirement by rotation of directors. Subject as aforesaid, the nominee director/s shall be entitled
to the same rights and privileges and be subject to the same obligations as any other director of
the Company.
(c) The nominee director/s so appointed shall hold the said office only so long as may money
remain owing by the company to the Corporation or as a result of underwriting or direct
subscription and the nominee director/s so appointed in exercise of the said power shall ipso-
facto vacate such office immediately after the moneys owning by the company to the
Corporation is paid off on the Corporation shall also be entitled to receive all such notices and minutes.
(d) The nominee director/s appointed under this Article shall be entitled to receive all notices of and
attend all general meetings, board meetings and of the meetings of the committee of which
the nominee director/s is /are member/s also the minutes of such meetings. The Corporation
shall also be entitled to received all such notices and minutes.
(e) The Company shall pay to the nominee director/s sitting fees and expenses which the other
directors of the Company are entitled to, but if any other fees, commission, moneys or
remuneration in any form is payable to the Directors of the Company, the fees, commission,
moneys and remuneration in relation to such nominee director/s shall accure to the corporation
and the same shall accordingly be paid by the Company directly to the Corporation. Any
expenses that may be incurred by the Corporation or such nominee director/s in connection with
their appointment or directorship shall also be paid or reimbursed by the company to the
Corporation or as the case may be to such nominee director/s. Provided that if any such
nominee director/s is an officer of the Corporation the sitting fees, in relation to such
nominee Director/s shall also accrue to Corporation and the same shall accordingly be
paid by the company directly to the corporation. Provided also that in the event of the
nominee Director/s being appointed as wholetime director/s such nominee ditectors shall
exercise such powers and duties as may be approved by the Corporation and have such rights
as are usually exercised or available to a wholetime director, in the management of the
affairs of the Company. Such nominee director/s shall be entitled to receive such
remuneration, fees, commission and moneys as may be approved by the Corporation.
(f) Subject to the provisions of section 313 of, the Act, the Board may appoint any person
to act as an alternate director for a director during the latters absence for a period of not
less then three months from the State in which meeting of the Board are ordinarily held and such
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appointment shall have effect and such appointee, while he holds office as an alternate
Director; shall be entitled to notice of meetings of the Board and to attend and vote thereat
accordingly, but he shall ipso facto vacate office if and/when the absent director returns to State in
which meetings of the Board are ordinarily held or the absent Director vacates office as a
Director.
ROTATION OF DIRECTORS
89. (1) Not less then two-third of the total number of Directors shall be persons whose period
of office is liable to determination by retirement of Director by rotation.
(2) At each Annual General Meeting of the Company one-third of or such of the Directors for
the time being as are liable to retire by rotation of if their number is not three or a multiple of
three, then the number nearest to one-third shall retire from office.
(3) The Directors to retire by rotation at every Annual General meeting shall be those who
have longest in office since their last appointment, but as between persons who became
Directors on the same day, those to retire shall, in default of and subject to any
agreement among themselves, be determined by lot.
(4) If at any Annual General Meeting all the Directors appointed under Article 87 and 108 hereby
are not exempt from retirement by rotation under Section 255 of the Act, then to the extend
permitted by the said Section, the exemption shall extend to the Directors or Director appointed
under Article 105. Subject to the foregoing provisions as between Directors appointed under
any of the Articles referred to above, the Director or Directors who shall not be liable to
retire by rotation shall be determined by and in accordance with their respective seniorities as may
be determined by the Board.
90. A retiring Director shall be eligible for re-election and shall act as a Director throughout the meeting
at which he retires.
91. Subject to any resolution for reducing the number of Directors, if at any meeting at which
an election of Directors ought to take place, the places of the retiring Directors not filled up, the
meeting shall stand adjourned till the next succeeding day which is not a public holiday at the
same time and places and if at the adjourned meeting, the places of the retiring Directors are
not filled up, the retiring Directors or such of them as have not had their places filled up shall
(it will to continue in office) be deemed to have been re-elected at the adjourned meeting.
PROCEEDINGS OF DIRECTORS
92. The Directors may meet together for the dispatch of business, adjourned and otherwise
regulate their meetings and proceedings as they think fit. Notice in writing of every meeting to the
Director shall ordinarily be given by a Director or such other officers of the company duly authorized in
this behalf to every Directors for the time being in India and at his usual address in India.
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93. The quorum for a meeting of the Directors shall be determined, from time to time, in accordance
with the provisions of section 287 of the Act. If a quorum shall no be present within fifteen
minutes from the time appointed for holding a meeting of the Directors, it shall be adjourned
until such date and time as the Directors present shall appoint.
94. The Secretary may at any time and upon request of any two Directors shall summon a meeting
of the Directors.
95. Subject to the provisions of Section 316, 372 (5) and 386 of the Act, questions arising at
any meeting shall be decided by a majority of votes, each director having one vote and in case of
an equality of votes, the Chairman shall have a second or casting vote.
96. The Chairman of the Board of Directors shall be the Chairman of the meetings of Directors.
Provided that if the Chairman of the Board of Directors is not present within five minutes after
the appointed time for holding the same, the Director present shall choose one of their members
to be Chairman of such meeting.
97. A meeting of Directors for the time being at which a quorum is present shall be competent
to exercise all or any of the authorities, powers and discretions by or under the Articles of
the Company and the fact for the time being vested in or exerciseable by the Directors generally.
98. The Directors may, subject to compliance of the provisions of the Act, from time to time,
delegate any of their powers to Committee consisting of such member or members of their
body as they think fit, and may, from time to time, revoke such delegation. Any Committee so
formed shall in the exercise of the powers so delegated confirm to any regulations that may, from
time to time, be imposed on it by the Directors. The meeting and proceedings of any such
Committee, if consisting of two or more members, shall be governed by the provisions herein
contained for regulating the meetings and proceedings of the Directors so far as the same are
applicable thereto and are not superseded by any regulation made by the Directors under
Article.
99. All acts done at any meeting of Directors or of a Committee of the Directors or by any person
acting as a Directors shall be valid notwithstanding that it be afterwards discovered that there
was some defect in the appointment of any such Director, Committee or person acting as aforesaid
or that they or any of them were disqualified.
100. Except resolution which the Companies Act, 1956 requires in specifically to be passed in a
board meeting, a resolution may be passed by the Directors or Committee thereof by circulation
in accordance with the provisions of Section 289 of the Act.
And any such minutes of any meeting of Directors or of any Committee or of the Company if
purporting to be signed by the Chairman of the such meeting or by the Chairman of next
succeeding meeting shall be revocable as prime facie evidence of the matters in such minutes.
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POWERS OF DIRECTORS
101. Subject to the provisions of the Act, the control of the Company shall be vested in the
Directors who shall be entitled to exercise all such powers and to do all such acts and things as
may be exercised or done by the Company and are not hereby or by law expressly required or
directed to be exercised or done by the Company in General Meeting but subject nevertheless
to the provisions of any law and of these presents, from time to time, made by the Company in
General Meeting, provided that no regulation so made shall invalidate any prior act of the
Directors which would have been valid if such regulation had not been made.
102. Without prejudice to the general powers conferred by the preceding article, the
Director may, from time to time and at any time, subject to the restrictions contained in the Act,
delegate to managers, secretaries, officers, assistants and other employees or other persons
(including any firm or body corporate) any of the powers authorized and discretions for the time being
vested in the Directors.
103. The Directors may authorize any such delegate or attorney as aforesaid to sub-delegate all
or any of the powers, authorities and discretion for the time being vested in them.
104. All deeds, agreements and documents and all cheques, promissory notes, drafts, hundies,
bills of exchange and other negotiable instruments and all receipts for moneys paid to the
Company, shall be signed, drawn, accepted or endorsed or otherwise executed, as the case
may be by such persons (including any firm or body corporate) whether in the employment of the
Company or not and in such manner as the Directors shall, from time to time, by resolution
determine.
105. The Directors may make such arrangement as may be thought fit for the management of the
Companys affairs abroad, and may for this purpose (without prejudice to the generality of their
powers) appoint local bodies and agents and fix their remuneration and delegate to them such
powers as may be deemed requisite or expedient. The foreign seal shall be affixed by the
authority and in the presence of and instruments sealed therein shall be signed by such persons as
the Directors shall, from time to time, by writing under the common seal appoint. The company
may also exercise the powers of keeping Foreign Registers. Such regulations not being in
consistent with the provisions of Section 157 and 158 of the Act, the board may, from time to
time, make such provisions as it may think fit relating thereto and may comply withthe requirements of
any local law.
106. Subject to Section 197A, 388, 388A and 314 of the Act, a manager or secretary may be
appointed by the Directors on such terms, at such remuneration and upon such conditions as they
may think fit, and any Manager of Secretary appointed may be removed by the Directors.
100
A director may be appointed as Manager or Secretary, subject to Section 314, 197A, 383A, 387 and
388 of the Act.
107. A provision of the Act or these regulations required or authorizing a thing to be done by a
director, manager or secretary shall not be satisfied by its being done by the same person acting both
as director and as, or in place of the manager or secretary.
MANAGING DIRECTORS
108. Subject to the provisions of Sections 197A, 269, 316 and 317 and XIII of the Act, the
Board may, from time to time, appoint one or more Directors to be Managing Director or
Managing Directors of the Company and may, from time to time, (subject to the provisions of any
contract between him or them and the Company), remove or dismiss him or them from office
and appoint another or others in his place or their places.
109. Subject to the provisions of Section 255 of the Act and Article 89 (4) hereof, a Managing Director
shall not, while he continues to hold that office, be subject to retirement by rotation, but he shall be
counted for as-certaining the number of Directors to retire (subject to the provisions of any
contract between him and the Company) he shall be subject to the same provisions as to resigna-
tion and removal as the other Directors, and he shall ipso facto and immediately, cease to be a
Managing Director if he ceases to hold the office of Director for any cause.
110. Subject to the provisions of Sections 198, 309, 310 and 311 and Schedule XIII of the
Act, a Managing Director shall, in addition to the remuneration payable to him as a Director of the
Company under the Articles, receive such additional remunerations as may, from time to time, be
sanctioned by the Company.
111. Subject to the provisions of the Act, in particular to the prohibitions and restrictions contained in
Section 292 and 293 thereof, the Board may, from time to time, entrust to confer upon a
Managing Direction for the time being such of the powers exercisable under these presents by the
Board as it may think fit, and may confer such powers for such time, and to be exercised for
such objects and purposes, upon such terms and conditions and with such restrictions as it
thinks fit, and the Board may confer such powers either collaterally with, or to the exclusion of,
and in substitution for any of the powers of the Board in that behalf and may, from time to time,
revoke, withdraw, alter or vary all or any of such powers.
COMMENCEMENT OF BUSINESS
112. The Company shall not at any time commence any business out of other objects of its
Memorandum of Association unless the provisions of sub-section 2 (B) of Section 149 of the Act
have been duly complied with by it.
SEAL
101
113. The Directors hall provide for the safe custody of the Seal and the Seal shall never be used
except by the authority of the Directors or a Committee of the Directors previously given and
one Director at least shall sign every instrument to which the seal is affixed provided nevertheless
that any instrument bearing the Seal of the Company and issued for valuable consideration
shall be binding on the Company notwithstanding any irregularity touching the authority of the
Directors to issue the same.
DIVIDENDS
114. Subject to Rights of members entitled to shares (if any) with preferential or special rights
attached to them, the profits of the Company, from time to time, determined to be
distributed as dividend in respect of any year or other period shall be applied for payment of
dividend on the shares in proportion to the amount of capital paid up on the Shares provided that
unless the Board otherwise determines all dividends shall be apportioned and paid
proportionately to the amounts paid or credited as paid up on the shares during any portion or
portions of the period in respect of which dividend is paid provided always that Subject as
aforesaid any capital paid up on a share during he period in respect of which a dividend is
declared shall (unless the Board otherwise determines or the terms of issue otherwise provide,
as the case may be), only entitle the holder of such share to an apportioned amount of such
dividend as from the date of payment but so that where capital is paid up in advance of calls
such capital shall not confer a right to participate in profits.
115. The Company in General Meeting may declare a dividend to be paid to the members
according to their rights and interest in the profits and may, subject to the provisions of Section
205 of the Act, fix the time for payment.
116. No larger dividend shall be declared that is recommended by the Directors, but the Company in
General Meeting may declare a smaller dividend.
117. No dividend shall be payable except out of the profits of the Company of the year or any
other undistributed profits and no dividend shall carry interest as against the Company.
118. The declaration of the Directors as to the amount of the net profits in the audited annual accounts
of the Company for any year shall be conclusive.
119. The Directors may, from time to time, pay to the members such interim dividends as in their
judgement the position of the Company justifies.
120. The Directors may retain any dividends on which the Company has a lien and may apply the
same in or towards satisfaction of the debts, liabilities or engagements in respect of which
the lien exists, subject to Section 205 A of the Act.
102
121. A transfer of shares shall not pass the rights to any dividend declared thereon before the
registration of the transfer.
122. Subject to Section 205A of the Act, the Directors may retain the dividends payable upon
shares in respect of which any person is under the transmission Article entitled to become a
member or which any person under the Article is entitled to transfer until such person shall
duly become a member in respect thereof or shall transfer the same.
123. Any one of the several persons who are registered as a joint-holders of any share may
give effectual receipts of all dividends payments on account of dividends in respect of such
shares.
124. Unless otherwise directed, any dividend may be paid by cheque or warrant sent through the
post to the registered address of the member or person entitled thereto, or in the case of joint-
holders to the registered address of that one whose name stands first on the Register in respect
of the joint holding or to such person and such address and the member or person entitled or
such joint holders as the case may be, may direct and every cheque or warrant so sent shall be
made payable at par to the person or to the order of the person to whom it is sent or to the order
of such other person as the member or person entitled or such joint-holders as the case may be
may direct.
125. The payment of every cheque or warrant send under the provisions of the last preceding
Article shall, if such cheque or warrant purports to be dully endorsed, be a good discharge to
the Company in respect thereof, provided nevertheless that the Company shall not be responsible
for the loss of any cheque, dividend, warrant or postal money order which shall be sent by post to
any member or by his order to any other person in respect of any dividend.
125A. Any dividend remaining unpaid or unclaimed after having been declared shall be dealt in
accordance with Section 205A and 205B of the Companies Act1956 and rules made thereunder.
125B. No unclaimed or unpaid dividend shall be forfeited by the Board and the Company shall comply
with the provisions of Section 205 of the Companies Act, 1956 and rules made thereunder in
respect of such dividend.
BOOKS AND DOCUMENTS
126. Subject to the provisions of the Companies Act, 1956, the Book of Account shall
be kept at the registered office or at such other place as the Directors think fit, and shall be
open to inspection by the Director or Directors during business hours.
127. The Directors shall, from time to time, determine whether and to what extend and at what
times and places and under what conditions or regulations the accounts or books or documents
103
of the Company or any of them shall be open for inspection to members not being Directors, and
no member (not being a Director) shall have any right of inspection to any books of account or
documents of the Company except as conferred by law or authorized by the Board of Directors or
by the Company in General meeting.
128. Balance Sheet and Profit and Loss Account will be audited once in a year by a qualified auditor
for correctness as per provisions of the Act.
129. The first auditors of the company shall be appointed by the Board of Directors within one month
after its incorporation who shall hold office till the conclusion of first annual general meeting.
130. The directors may fill up any casual vacancy in the office of the auditors.
131. The remuneration of the auditors shall be fixed by the company in the annual general meeting
except as otherwise decided or that remuneration of the first or any auditors appointed by the
directors may be fixed by the directors.
NOTICES
132. The Company shall comply with the provisions of Section 53, 172 and 190 of the Act as to the
serving of notices.
133. Every person who, by operation by law, or by transfer or by other means whatsoever, shall
become entitled to any shares shall be bound by every notice in respect of such share which
previously to his name and address being entered on the register shall be duly given to the
person whom he derives his title to such share.
134. Any notice or document delivered or sent by post to or left at the registered address of any
member in pursuance of these presents shall notwithstanding such member be then
deceased and whether or not the Company has notice of his demise, be deemed to have been
duly served in respect of any registered shares whether held solely or jointly with other persons by
such member, until some other person be registered in his stead as the holder or joint-holders
thereof and such services shall for all purposes of these presents be deemed a sufficient
service of such notice or document on his or her heirs, executors or administrators, and all
persons, if any, jointly interested with him or her in any such share.
135. The signature to any notice to be given by the Company may be written or printed.
RECONSTRUCTION
136. On any sale of the undertaking of the Company, the Directors or the Liquidators on a winding
up may, if authorized by a special resolution, accept fully paid or partly paid up shares;
debentures or securities of any other Company whether incorporated in India or not either then
existing or to be formed for the purchase in whole or in part of the property of the Company,
104
and the Directors (if the profits of the Company permit), or the Liquidators (in a winding-up) may
distribute such shares or securities or any other property of Company amongst the members without
realization, or vest the same in trustees for them, and any Special resolution may provide for the
distribution or appropriation of the cash, shares or other securities, benefits or property,
otherwise than in accordance with the strict legal rights of the members or contributories of
the Company and for the valuation of any such securities or property at such price and in such
manner as the meeting may approve and all holders of shares shall be bound to accept and shall
be bound by any valuation or distribution so authorized, and walve all rights in relation
thereto, save only in case the Company is proposed to be or is in the course of being wound up,
such statutory rights, if any, under Section 494 of the Act as are incapable of being varied or
excluded by these presents.
SECRECY
137. Subject to be provisions of law of the land and the Act, no member or other person (not being
a Director) shall be entitled to enter upon the property of the company or to inspect or examine
the Companys premises or properties of the Company without the permission of the Directors, or
subject to article 126 to require discovery or any information in respect of any detail of the Companys
trading or any matter which is or may be in the nature of a trade secret, mystery of trade, or secret
process or of any matter whatsoever which may relate to the conduct of the Directors, will be
inexpedient in the interest of the members of the Company to Communicate.
WINDING UP
138. If the Company shall be wound up and the assets available for distribution among the
members as such shall be insufficient to repay whole of the paid up capital such assets shall be
distributed so that as nearly as may be the losses shall be borne by the members in
proportion to the capital paid up or which ought to have been paid-up at the commencement of the
winding-up on the shares held by them respectively. And if in a winding-up the assets available
for distribution among the members shall be more than sufficient to repay the whole of the capital
paid up at the commencement of the winding up, the excess shall be distributed amongst the
members in proportion to the capital at the commencement of the winding-up, paid up or which
ought to have been paid up on the shares held by them respectively. But this Article is to without
prejudice to the rights of the holders of shares issued upon special terms and conditions.
139. In the event of Company being wound up, whether voluntarily or otherwise, the liquidators,
may with the sanction of Special Resolution, divide among the contributories, in specie or kind,
any part of the assets of the Company and may with the like sanction, vest any part of the assets of the
Company in Trustees upon such trusts for the benefit of the contributories or any of them, as the
Liquidators, with the sanction shall think fit.
INDEMNITY
140. Subject to the provisions of Section 201 of the Act, every Director, Manager, Secretary and other
or employee of the Company shall be indemnified against and it shall be the duty of the Directors to
105
pay out of the funds of the Company all bonafide cost, losses and expenses(including travelling
expenses) which any such Directors, Manager or Secretary or other officer or employee may incur or
become liable to by reason of any contract entered into or any way in the discharge of his or their duties
and in particular, and so as not to limit the generality of the foregoing provisions, against all bonafide
liabilities incurred by him or by them as such Director, Manager, Secretary, Officer or employee in
defending any proceeding whether civil or criminal in which judgement is given in his or their favour or
he or they is or are acquitted, or in connection with any application under section 633 of the Act in
which relief is granted by the Court and the amount for which such indemnity is provided shall
immediately attach as a lien on the property of the Company and have priority as between the
members over all claims.
141. Subject to the provisions of the Act and so far as such provisions permit, no director, Auditor or
other Officer of the Company shall be liable for acts, receipts, neglects or defaults of any other director
or Officer, or for joining in any receipt or act for conformity, or for any loss or expense happening to the
Company through the insufficiency or deficiency of title to any property acquired by order of the Director
for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which
any of the moneys of the Company shall be invested, or for any loss occasioned by any error or
judgement, omission, default or oversight on his part, or for any loss, damage or misfortune whatever
which shall happen in the execution of the duties of his office or in relation thereto, unless the same
happens through his own dishonesty.
106
XIV - MATERIAL DOCUMENTS FOR INSPECTION
1. Memorandum and Articles of Association of the Company as amended from time to time.
2. Certificate of Incorporation of the Company.
3. Copies of Annual Report of APL Apollo Tubes Limited for the year ended March 31, 2011.
107
XV DECLARATION
NO STATEMENT MADE IN THIS INFORMATION MEMORANDUM SHALL CONTRAVENE ANY OF

THE PROVISIONS OF THE COMPANIES ACT, 1956 AND THE RULES MADE THEREUNDER. ALL
THE LEGAL REQUIREMENTS AS ALSO THE GUIDELINES, INSTRUCTIONS, ETC., ISSUED BY
SEBI, GOVERNMENT OR ANY OTHER COMPETENT AUTHORITY IN RESPECT OF LISTING OF
SECURITIES HAVE BEEN DULY COMPLIED WITH. ALL THE INFORMATION CONTAINED IN THIS
DOCUMENT ARE TRUE AND CORRECT.
Signed on behalf of the Board of Directors

for APL Apollo Tubes Limited
Place: Delhi
Name: Sanjay Gupta

Designation: Chairman cum
Managing Director
108

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APL Apollo Tubes Limited

20296683 EQUITY SHARES OF RS. 10 EACH FULLY PAID UP

APL APOLLO TUBES LIMITED

INFORMATION MEMORANDUM FOR LISTING OF

ABSOLUTE RESPONSIBILITY OF APL APOLLO TUBES LIMITED

1. Delhi Stock Exchange Limited, Delhi [designated Regional Stock Exchange]

Sr. No. TOPIC Page No.

GLOSSARY OF TERMS/ ABBREVIATIONS

AoA/Articles/ Articles of Association of APL Apollo Tubes Limited

Auditors The Statutory Auditors of APL Apollo Tubes Limited

Banker(s) to the Company The Bankers of APL Apollo Tubes Limited

BSE Bombay Stock Exchange Limited

CDSL Central Depository Services (I) Ltd.

DSE Delhi Stock Exchange Limited

EPS Earnings per Equity Share

Equity Shares Equity Shares of the Company of Rs.10 each

I. T. Act The Income-tax Act, 1961, as amended from time to time,

MoA / Memorandum / The Memorandum of Association of APL Apollo Tubes Ltd

NSDL National Securities Depository Limited

RBI Reserve Bank of India

ROC Registrar of Companies, NCT DELHI & HARYANA

RSE Designated Regional Stock Exchange

SEBI The Securities and Exchange Board of India constituted

SEBI Act Securities and Exchange Board of India Act, 1992, as

SEBI (Guidelines for Disclosure and Investor Protection)

Stock Exchange Any Stock Exchange

2002 Gallium Mill–Sizes (½” - 2½”) –Capacity (25000 MT/PA)

2003 Diversified into structural pipes

2004 Awarded Export House Certificate

2006 Another Gallium Mill–Sizes (½ - 2½”)-Speed (150 mtr/mnte) Capacity (30000MTPA)

Registered Office : 37, Hargobind Enclave,

Corporate Office : 36, Kaushambi, Behind Wave Cinema

Registrar & Transfer Agent : M/s. Abhipra Capital Limited

Subsidiaries’ Plants : Apollo Metalex Private Ltd

Shri Lakshmi Metal Udyog Ltd

Lloyds line Pipes Ltd

Listing : The Equity Shares of the Company are listed on the

1. Delhi Stock Exchange Limited, Delhi

with permission to trade at Bombay Stock Exchange under

Disclaimer Clause of BSE

As required, a copy of this Information Memorandum is being submitted to BSE.

The BSE does not in any manner:

Dematerialization : With National Securities Depository Limited.

: With Central Depository Services ( India) Limited

Registrar and Transfer Agent Statutory Auditors

M/s. Abhipra Capital Limited M/S VAPS & Co.

Bankers to the Company Company Secretary cum

II. CAPITAL STRUCTURE

B. Issued, Subscribed & Paid-up Capital

Year Mode of No. of Distinctive Issue Nos. of Date of

LIST OF 10 TOP SHAREHOLDERS AS ON SEPTEMBER 30, 2011

S. No. Name No. of Shares

LIST OF CHANGES IN MEMORANDUM & ARTICLES OF ASSOCIATION

S. No. Date Particulars

Share- in number of shares encumbered

holders dematerialize as a % of as a % of No. of as a %

Name of the Shareholder Number of Shares as a percentage of total number of

Sr. Name of the Shareholder Number Shares as a percentage of total number of