Corporate Information

Board of Directors
Dr. N. D. Desai Chairman
Mr. V. A. Gore
Dr. N. K. Thingalaya
Mr. F. B. Virani
Mr. Kushal N. Desai Managing Director
Mr. C. N. Desai Joint Managing Director
Mr. H.N. Shah
Ms. Josephine Price Upto July 21, 2008.
Mr. Gary Ng Jit Meng Alternate to Ms. Josephine Price
- Upto July 21, 2008.
Director - w.e.f. July 31, 2008
Mr. M. N. Kamat Nominee of IDBI - Upto April 29, 2008.

Audit Committee
Mr. V. A. Gore Chairman
Dr. N. K. Thingalaya
Mr. F. B. Virani
Ms. Josephine Price Upto July 21, 2008.
Mr. Gary Ng Jit Meng w.e.f. July 31, 2008 Contents Page No.
Company Secretary Financial Highlights 2
Mr. Sanjaya Kunder Notice 3
Bankers Auditors Directors’ Report 5
Union Bank of India M/s. Price Waterhouse
Energy Statement 12
Syndicate Bank Chartered Accountants
ING-Vysya Bank Ltd. Mumbai Corproate Governance Report 14
IDBI Ltd. Auditors’ Report 24
ICICI Bank Ltd.
Balance Sheet 28
State Bank of India
Standard Chartered Bank Profit and Loss Account 29
Yes Bank Ltd. Schedules 30
Bank of Baroda
Balance Sheet Abstract 56
Axis Bank Ltd.
Cash Flow Statement 57
Registered office Corporate office
Subsidiary Accounts 58
301, Panorama Complex, Apar House, Corproate Park
R.C. Dutt Road, Sion-Trombay Road, Section 212 58
Vadodara 390 007. Chembur, Consolidated Accounts 59
www.apar.com Mumbai 400071.

Annual Report 2008-09 1

Financial Highlights
for last five years (Consolidated)
(Rupees in Million)
Particulars 2008-09 2007-08 2006-07 2005-06 2004-05

PROFIT AND LOSS ACCOUNT DATA :-

Sales (Net of Excise) 26,371 17,658 15,114 11,124 8,741
% of Growth 49 17 36 27 37
Exports 8,011 6,874 3,157 1,956 1,282
Materials, Operating and other cost 25,717 16,467 14,047 10,507 8,046
Employee cost 256 185 159 154 150
Depreciation 147 140 100 86 86
Interest and Discounting charges 412 371 324 209 146
Profit before Tax, Exceptional and
Extraordinary items 5 739 686 546 358
% of Growth (99) 8 26 52 13
Taxation 23 118 167 110 31
Exceptional items 17 38 38 17 12
Extraordinary Items - Net of Tax - (323) - - -
Associate profit / (loss) (58) (13) - - -
Minority Interest 40 (4) (1) - -
Profit after tax (PAT) (53) 889 482 419 315
% of Growth (106) 84 15 33 7
BALANCE SHEET DATA
Share Capital 323 323 323 846 239
Reserves & Surplus 2,476 2,521 1,844 992 689
Net worth 2,799 2,844 2,167 1,838 928
Minority Interest 79 6 - - -
Loan Funds 1,615 1,009 1,328 1,056 1,465
Defferred Tax (Net) 63 54 139 136 135
Total Liabilities 4,556 3,913 3,634 3,030 2,528
Gross Block 2,794 1,469 2,234 1,880 1,640
Net Block 1,793 1,107 1,604 1,149 961
Investments including Goodwill on consolidation 603 374 3 4 13
Net Current assets 2,148 2,403 1,984 1,825 1,521
Miscellaneous Expenditure
(to the extent not written off or adjusted) 12 29 43 52 33
Total Assets 4,556 3,913 3,634 3,030 2,528
KEY RATIOS
PAT to Sales (%) (0.20) 5.03 3.19 3.76 3.60
Return on Net Worth (%) (1.28) 37.53 26.61 32.90 43.46
Asset Turns (Revenue to total Assets) 6.27 4.74 4.61 4.08 3.62
Return on Capital Employed (%) 5.94 33.14 23.30 22.03 18.93
Debt to Equity Ratio 0.41 0.07 0.29 0.33 0.82
Earning per Equity Share (Basic) Rs. (1.65) 27.48 15.42 13.93 15.08
Rate of dividend % p.a. - 55% 35% 35% 30%
Book value per Equity Share Rs. 86.22 87.08 65.68 55.22 41.53
Share Price as on 31st March (BSE) 78.05 205.70 139.20 245.90 119.85

2 Apar Industries Limited

Notice
NOTICE is hereby given that the TWENTIETH Annual General
Meeting of the Equity Shareholders of APAR INDUSTRIES
LIMITED will be held at the Auditorium of the Vanijya
Bhavan, Central Gujarat Chamber of Commerce, Race
Course Circle, Vadodara – 390 007 on Friday, the 4th
September, 2009 at 11.00 A.M. to transact the following
business :
ORDINARY BUSINESS:
1. To receive, consider and adopt Balance Sheet as at 31st
March, 2009 and Profit and Loss Account for the year
ended on that date together with Reports of Directors
and Auditors thereon.
2. To appoint a Director in place of Shri K. N. Desai, who
retires by rotation and being eligible, offers himself for
re-appointment.
3. To appoint a Director in place of Shri H. N. Shah, who
retires by rotation and being eligible, offers himself for
re-appointment.
4. To appoint a Director in place of Shri V. A. Gore, who retires
by rotation and being eligible, offers himself for
re-appointment.
5. To appoint Auditors of the Company and to fix their
remuneration.
Registered Office : By Order of the Board
301, Panorama Complex,
R. C. Dutt Road, Sanjaya Kunder
Vadodara 390 007. Company Secretary
Place : Mumbai
Date : 25th June, 2009.
NOTES :
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ALSO
ENTITLED TO APPOINT A PROXY OR PROXIES TO
ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF.
SUCH PROXY NEED NOT BE A MEMBER. THE PROXY
FORM DULY COMPLETED AND SIGNED SHOULD REACH
THE COMPANY’S REGISTERED OFFICE AT LEAST 48
HOURS BEFORE THE TIME APPOINTED FOR THE
MEETING.
2. The Register of Members and Share Transfer Books for
the Equity Shares of the Company shall remain closed
from Tuesday, the 1st September, 2009 to Friday, the
4th September, 2009, both days inclusive.
3. Members desirous of obtaining information / details about
the accounts, are requested to write to the Company at
least one week before the meeting, so that proper
information can be made available at the time of meeting.
4. Shareholders who have not so far surrendered their
old share certificates of Gujarat Apar Polymers Limited
(GAPL) for exchange against the new share certificates
of the Company i.e. Apar Industries Limited are once
again requested to forward their old share certificates
to the Company for exchange. The old share certificates
of GAPL have already been cancelled and are of no
effect or value.
5. Members holding shares in dematerialised form, may
please note that while opening a depository account with
Depository Participant (DP), they have given their bank
account details. If any member wants to change / correct
the bank account details, he / she should communicate
the same immediately to the concerned Depository
Participant (DP). Members are also requested to furnish
the bank account details along with MICR code of their
bank to their Depository Participant.
6. The details of Directors seeking appointment /
re-appointment at the ensuing Annual General Meeting
as required in terms of Clause 49 of the Listing Agreement
of the Stock Exchanges are annexed hereto and forming
part of the Notice.
7. Consequent upon the introduction of Section 205C by
the Companies (Amendment) Act, 1999, the amount of
dividend / redemption of Preference Shares remaining
unpaid or unclaimed for a period of seven years from
the date of its transfer to the Unpaid Dividend /
Redemption Account of the Company is required to be
transferred to the Investor Education and Protection Fund
set up by the Government of India and no payment shall
be made in respect of any such claims by the Fund.
The unpaid / unclaimed Dividend amount of Equity Shares
of the Company paid on 08.10.2002 is due for transfer
to the said fund in the month of October, 2009. Members
who have not yet encashed their warrant(s) are
requested to make their claims to the Company without
any delay.
8 (a) As stated in Para No. 11 (b) of the Directors’
Report, the Company has received an approval
under Section 212(8) of the Companies Act, 1956
from the Ministry of Corporate Affairs,
Government of India vide its letters dated 24th
April, 2009 and 30th June, 2009 exempting the
Company from attaching the Annual Accounts,
Reports and other Statements pursuant to Section
212(1) of the Act, in respect of - (a) Petroleum
Specialities Pte. Ltd., Singapore (PSPL) and
(b) Poweroil Speciality Products FZE, Sharjah,
Wholly Owned Subsidiaries (WOS) of the Company;
(c) Quantum Apar Speciality Oils Pty. Ltd.,
Subsidiary of PSPL, (d) Uniflex Cables Ltd. (UCL)
a Subsidiary Company and (e) Marine Cables &
Wires Private Limited, WOS of UCL with the Annual
Report of the Company for the financial year
ended 31st March, 2009. Therefore, the accounts
and reports of the said subsidiary Companies are
not attached herewith.
(b) However, a Statement showing information in
aggregate of the said subsidiary Companies in
compliance with the aforesaid approval letters of
Ministry of Corporate Affairs has been attached
with the consolidated financial statements.
(c) The Company shall provide a copy of the Annual
Accounts and related information / reports for
the year 2008-2009 of the subsidiary Companies
as required under Section 212 of the Act to the
shareholders on their request, free of cost, at any
point of time. Further, the annual accounts of
subsidiary Companies shall be available for
inspection at the Registered Office and Corporate
Office of the Company and that of the respective
subsidiary Company.
Annual Report 2008-09 3
Details of Directors seeking appointment / re-appointment at the ensuing Annual
General Meeting.
(Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges)
Name of Director Shri K. N. Desai Shri H. N. Shah Shri V. A. Gore
Date of Birth 21.02.1967 20.06.1928 18.09.1938
Date of Appointment 24.03.1999 27.09.2002 28.05.1994
Expertise in specific Electrical Chartered Financial
functional areas Engineering Accountant Management
Qualifications B.Sc. (Hons.), B.Com, F.C.A. B.Com, M.F.M.
(Elect. Engg.),USA
B.S. in (Econ.)
(Hons.),Wharton, USA.
List of other Companies 1. Apar Masat Conductors Ltd. 1. Uniflex Cables Ltd. 1. Gujarat Borosil Ltd.
in which Directorship 2. Apar ChemateK 2. Marine Cables & 2. IPCA Laboratories Ltd.
held as on 31.03.2009. Lubricants Ltd. Wires Pvt Ltd. 3. Uniflex Cables Ltd.
3. Apar Corporation Pvt. Ltd.
4. Apar Technologies Pvt. Ltd.
5. Scope Pvt. Ltd.
6. Catalis World Pvt. Ltd.
7. Uniflex Cables Ltd.
8. Poweroil Speciality
Products FZE, Sharjah, UAE
9. Marine Cables & Wires
Pvt. Ltd.
10. Petroleum Specialities
Pte. Ltd., Singapore
11. Quantum Apar Speciality
Oils Pty.Ltd., Australia
12. Apar Investment INC.
13. Apar Investment
(Singapore) Pte. Ltd.
Chairman / Member of 1. Uniflex Cables Limited 1. Uniflex Cables Ltd. 1. Gujarat Borosil Ltd.
the Committee of other - Remuneration Committee - Audit Committee - Audit Committee
Public Companies - Share Transfer & - Remuneration Committee
on which he is a Shareholders’ Grievance - Chairman
Director as on Committee 2. IPCA Laboratories Ltd.
31.03.2009. - Remuneration Committee - Audit Committee
- Remuneration Committee
3. Uniflex Cables Ltd.
- Audit Committee- Chairman
- Share Transfer &
Shareholders’ Grievance
Committee - Chairman
- Sub-Committee-Chairman
No. of Shares held 66,04,302 2,960 Nil
in the Company
Relationship between Related to – Nil Nil
directors inter se Dr. N. D. Desai, - Chairman
(Father) and
Shri C. N. Desai,
- Joint Managing Director
(Brother)

4 Apar Industries Limited

Directors’ Report

To
The Shareholders,
Your Directors have pleasure in submitting the 20th Annual Report of the Company together with the audited Annual Accounts
showing the financial position of the Company for the year ended on 31st March, 2009 :
1. FINANCIAL RESULTS :
Rs. in Million
Particulars Consolidated* Company
2008-09 2007-08 2008-09 2007-08
Sales turnover
(after deduction of excise duty) 26,370.60 17,658.26 24,634.13 17,102.90
Other income 62.26 56.13 63.23 56.14
Profit for the year before interest, depreciation /
amortisation, taxation and exceptional items 565.02 1,248.98 524.03 1,172.73
Deducting therefrom :
- Depreciation / amortisation 147.15 139.88 109.93 138.91
- Interest and discounting charges 412.50 370.51 312.49 355.74
Profit before exceptional items, taxation, share of
associates’ net loss and miniority interest 5.37 738.59 101.61 678.08
Exceptional items - (Income)/Expenses 17.40 38.40 17.40 38.40
Profit before taxation for the year (12.03) 700.19 84.21 639.68
Deducting therefrom :
- Provision for taxation 23.41 117.63 31.14 108.00
Net profit after taxation for the year (35.44) 582.56 53.07 531.68
Less : Share of Loss of Associate Concern {Rs 57.89
( Rs 12.99) and Profit of Minority Interests
Rs.40.11 [(Rs 4.03)] } 17.78 16.99 0.00 0.00
Net profit after taxation,share of associates’ net loss,
minority interest before extraordinary items (53.22) 565.57 53.07 531.68
Extraordinary items - (Income)/Expenses 0.00 (323.05) 0.00 (323.05)
Net profit after taxation, share of associates’
Net loss, minority interest and extraordinary
Items (53.22) 888.62 53.07 854.73
Adjusting therein (debit)/credit:
- Balance of profit brought forward from previous year 1,033.54 602.99 945.09 548.43
Amount available for appropriations 980.32 1,491.61 998.16 1,403.16
Appropriations made by the Board of Directors:
- General Reserve - (250.00) - (250.00)
- Dividends on Equity Shares
- Interim Dividend - (48.50) - (48.50)
- Final Dividend - (129.34) - (129.34)
- Income tax on Dividends - (30.23) - (30.23)
- Leaving balance of profit carried to balance sheet 980.32 1,033.54 998.16 945.09
Earnings per Equity Share (EPS):
- Basic & Diluted before extraordinary items (1.65) 17.49 1.64 16.44
- Basic & Diluted after extraordinary items (1.65) 27.48 1.64 26.43

Annual Report 2008-09 5

* Consolidated Results include the results of –
(a) Petroleum Specialities Pte. Ltd., Singapore (PSPL) and
(b) Poweroil Speciality Products FZE, Sharjah, Wholly Owned Subsidiaries (WOS) of the Company;
(c) Quantum Apar Speciality Oils Pty. Ltd., Subsidiary of PSPL ,
(d) Apar ChemateK Lubricants Ltd., a Joint Venture Company,
(e) Uniflex Cables Ltd. (UCL) a Subsidiary Company and
(f) Marine Cables & Wires Private Limited, WOS of UCL.
2. DIVIDEND:
The Board of Directors has not recommended any dividend for the financial year 2008-09 to conserve cash.
3. EMPLOYEE STOCK OPTION SCHEME:
Members’ approval was obtained at the Annual General Meeting held on 9th August, 2007 for introduction of Employees
Stock Option Scheme to issue and grant upto 16,16,802 options and it has been implemented by the Company. The
Options have been granted to employees in accordance with the Securities and Exchange Board of India (Employees
Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (‘the SEBI Guidelines’). The Employees
Stock Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the
Scheme.
The disclosures stipulated under the SEBI Guidelines are given below:

a. Options Granted by the Compensation Committee 1,75,150

b. Exercise Price Rs. 207.05 per Option
c. Options Vested 58,383
d. Options Exercised Nil
e. The total number of shares arising as a result of exercise of options 1,75,150
f. Options Lapsed Nil
g. Variation in terms of Options See note 1 below
h. Money realized by exercise of Options Nil
i. Total number of Options in force 1,75,150
j. Employee wise details of Options granted to:
i. Senior Management Personnel / Directors
(a) Shri H.N.Shah 7,500
(b) Shri V.A.Gore 4,000
(c) Dr. N. K. Thingalaya 4,000
(d) Shri F.B.Virani 4,000
ii. Any other employee who received a grant in any one year of NIL
Options amounting to 5% or more of Options granted during
that year
iii. Identified employees who were granted Options, during any one year, NIL
equal to or exceeding 1 % of the issued capital (excluding outstanding
warrants and conversions) of the Company at the time of grant
k. Diluted Earnings Per Share (EPS) pursuant to issue of shares on Rs. 1.64
exercise of Options calculated in accordance with Accounting
Standard (AS) 20 ‘Earnings Per Share’

6 Apar Industries Limited

Note:
1) 175,150 Options at the Exercise price of Rs.259.75 granted
on 23rd January, 2008 were cancelled on 27th May, 2008.
The cancellation became necessary due to substantial
reduction in the price of shares in the Secondary Market
and simultaneously therewith the above detailed options
were granted. The confirmation of the Shareholders for
the said cancellation and subsequent grant was sought
at the 19th Annual General Meeting held on 29th August,
2008.
2) As the exercise of options would be made at the Market
linked price of Rs. 207.05, the issuance of equity shares
pursuant to exercise of Options will not affect the profit
and loss account of the Company.
3) The Company has obtained in-principle approval for the
listing of the entire 16,16,802 equity shares to be issued
and allotted on exercise of options as & when exercised
under the scheme.
4. MANAGEMENT DISCUSSION & ANALYSIS:
(a) Industry Structure, Development, Opportuni-
ties, Threats, outlook and Risk & Concerns :
Company has two business divisions, each of which
has significant market share positions in its segment.
The Company is deriving over 75% of its’ revenue
from power sector based on the end customer use.
The government of India, prepares a five year plan
through the Central Electricity Authority based on
which the expansion and execution of projects for
the power sector are undertaken. The Eleventh
Five-year Plan for the years 2007-2012 provides
the total outlay for the Transmission and Distribu-
tion sector at Rs. 1,730,000 Million. Considering this
level of spending, the conductor requirement will be
about 2.1 Million metric tones over the Eleventh
Five-year plan against current requirement of
250,000 mt per annum. Similarly, in the case of
Transformer Oils, the requirement of first fill (oil
initially filled when the transformer is first
commissioned) will be at 900 Million litres over the
Eleventh Five-year plan as against a current
requirement of 110 Million litres per annum. These
numbers indicate that there will be strong demand
for the company’s products.
During the year under review; a sudden, sharp and
unprecedented fall in the prices of base oils
resulted in loss on inventories and raw-materials in
pipeline due to lower sales realization and eroding
the margins.
Risk and Concerns :
The risks lie in the fact that due to various reasons
the power sector in India is behind the plan in
implementation. This is due to a plethora of
reasons, which include lack of clarity on account of
the generation and transmission projects for private
players, financial closures and other government
related delays. Now the placing of orders has just
commenced and likely to improve. However, it can
be expected that the Eleventh Five-year Plan which
is a 5 year plan may stretch in its implementation
beyond 5 years.
(i) Transformer Oil and Specialty Oils Division :
The division, is progressing well in terms of its
strategic initiatives of expansion of exports /
overseas operations. Its market share in the power
transformer side of the business continues to
remain strong. Based on the global approvals from
Siemens, ABB and Areva for new generation
Transformer oils which specify new stringent
corrosive sulphur standards; the Company and/or
its subsidiaries are able to supply against orders
from over 35 countries.
Risk and Concerns :
Due to slow down in general industrial activity and
more particularly in the automotive sector, the
demand for oil products was affected in a few
segments. Further, Company has to adapt to sharp
and sudden fall in the prices of oils and continuous
volatility in the oil prices. However, expected
stability in the prices of base oils and upturn in
economy would increase its’ earnings.
(ii) Conductor Division:
The Conductor Industry expects good growth in the
Indian market on account of projected investments
in the Power Transmission & Distribution Sector. The
industry’s major customer in India viz. Power Grid
Corporation of India (PGCIL) has announced its
5 year plan (2007-12) and the trend is encouraging.
The company has seen an improved order flow in
the second half of the year under review both from
domestic as well as overseas customers. Company
believe that there should not be a slowdown in
order booking in the short term (1-2 years).
The flow of tenders from PGCIL during the year was
significant as against previous year and it is expected
that this trend would continue during FY 2009-10.
The Company’s Nalagarh plant which commenced
production during previous year was fully loaded
and capacity utilization improved substantially. The
Plant enjoys the benefits of incentives of Income
Tax, Sales Tax and Excise Duty.
Annual Report 2008-09 7
 Risk and Concerns :
Due to the turmoil in the financial markets , the prices
of Aluminum has fallen very sharply. As a prudent and
normal business practice, the company hedges metal
against all fixed priced orders. This ensures that the
risk of volatility is eliminated and the results are
reflective of the actual operating performance of the
company. Based on this policy, the company has
entered into non-speculative commodity forward
contracts in order to hedge its exposure to fluctuations
in the metal prices against requisite firm price sales
contracts (received/to be received). The mark to mar-
ket loss (MTM) on such contracts in accordance with
announcement dated March 28, 2008, issued by
the Institute of Chartered Accountants of India,
amounting to Rs.1,713.24 Million has not been
(b) Financial Highlights and Segment-wise Performance :
(1) Financial Highlights:
provided in the Accounts, as it is notional in nature
and said loss would get extinguished on execution of
firm sale price orders corresponding to these
commodity forward contracts. Due to the sharp fall in
the price of Aluminum, the company has had to make
substantial financial arrangements to LME brokers to
secure the MTM losses in their positions until the
physical delivery of the metal is taken. The consequence
of this is that there will be blockage of the company’s
banking limits in the short term and an additional cost
to the company for providing the securities. Further,
due to current uncertainties, there can be
re-schedule of deliveries, which can result into
additional cost to company and short term idle
capacities at the manufacturing units.
(Rs. in Million)

Particulars Consolidated Company

2008-09 2007-08 2008-09 2007-08
Balance Sheet:
1. Equity Share Capital 323.36 323.36 323.36 323.36
2. Reserves & Surplus 2476.26 2521.50 2489.18 2436.11
3. Loans (Secured & Unsecured) 1613.83 1008.98 769.17 889.95
4. Deferred Taxation (Net) 63.29 53.79 85.78 55.84
5. Net fixed Assets 1792.84 1106.96 1232.47 1099.65
6. Investments *603.31 374.49 884.10 413.02
7. Net Current Assets 2148.09 2403.38 1539.37 2163.63
Profit and Loss Account :
1. Sales (Net of Excise duty) 26370.60 17658.26 24634.13 17102.90
2. Other Income 62.26 56.13 63.23 56.14
3. Profit before tax (12.03) 700.19 84.21 639.68
4. Net Profit after tax for the year (35.44) 582.56 53.07 531.68
* Including Rs. 603.08 Million of Goodwill on consolidation
(2) Results of Operations : less by 4.85 %. There has been a loss due to the
Margins from the manufacturing activities during sudden & unforeseen depreciation of the Re vs.
the year under review were under pressure and US$ resulting in forex loss of Rs. 1,170.80 Million.
amounted to Rs. 524.03 Million as against The Operating margin was also under severe
Rs. 1,172.73 Million in the previous year. pressure resulting into Loss of Rs 377.73 Million.
This was due to a sharp, sudden & unprecedented
(i) Transformer & other Speciality Oils Division:
fall in the price of Base oils resulting into a drop
This division contributed 43.71% of the company’s in sales prices more rapid than the depletion of
revenue, which grew during the year from higher cost inventory. This was aggravated by
Rs. 7,528. 22 Million to Rs. 10,804.33 Million. the Ship carrying Company’s base oil being
However, in terms of volume sales turnover was hijacked by Somalia pirates and delayed receipt

8 Apar Industries Limited

 of cargo. During the intervening period of delay
there was a substantial erosion of value of cargo
in falling market.
The demand for our oil products has been affected
in few segments. The Transformer Oil & White Oil
sub segment has seen a marginal fall in sales.
However, the industrial oils and rubber process
oils sales have been more sharply affected, largely
on account of the slow down in general industrial
activity and more particularly in the automotive
sector.
Due to the uncertainty prevailing in the user
industries for our oil products, it will be difficult
for us to provide any specific guidance. With the
improvement in the Industrial activity, the demand
for our products will be reflected, as the usage of
oil products in these applications is largely
inelastic in nature.
The division’s overseas business has grown from
Rs. 2,378.35 Million to Rs. 3,199.60 Million
during the year representing a growth of 34.53%.
The monthly sales turnover of the “Agip” brand
Automotive Lubricants produced by the Company
with License and Technical Know-how of ENI-S.p.A.
of Italy increased by about 400% over the
previous year but the 50:50 Joint Venture
marketing Company viz. Apar ChemateK
Lubricants Ltd. suffered loss on account of
erosion in the margins due to high input costs
and fall in inventory value.
The Company’s wholly owned subsidiary in
Singapore deals mainly in transformer oils and
White oils through its subsidiaries and/or
tie–ups in Australia, South Africa and Turkey. Its
consolidated profit (after tax) during the year
under report was Rs. 41.65 Million against
Rs. 51.58 Million in preceding year.
(ii) Conductor Division :
During the year under review, this divison has
achieved highest sales value, volume and
margin. Both the Silvassa and Nalagarh plants
had full loading coupled with favourable mix of
products that was scheduled for manufacture.
The revenue from Conductors was at
Rs. 13,860.16 Million as against Rs. 7,818.54
Million in the previous year, representing growth
of 77.27%. Physical exports of Conductors during
the year was Rs. 4,441.89 Million as against
Rs. 4,368.18 Million in the previous year. The
Operating margin grew by 169.55% resulting into
Profit of Rs. 975.98 Million from the segment.
The Conductor business had an order book of
Rs. 10,842 Million as on 1st April, 2009.
(c) Internal Control Systems & their adequacy:
The Company has established adequate Internal
Control Systems (ICS) in respect of major areas
of operations of all the divisions of the Company.
The ICS are aimed at promoting operational
efficiencies and achieving saving in cost and
overheads in all business operations. The
Company has implemented SAP (System
Application & Product), a world class business
process integration software solution at all
business units. The system is operated
successfully.
For tightening and more effective internal control
systems and risk management, the Company has
continued the engagement of M/s. KPMG India
Pvt. Ltd., Chartered Accountants as internal
auditors of the Company.
The System cum Internal Audit Reports of the
Internal Auditors are discussed at the Audit
Committee Meetings and appropriate corrective
steps have been taken.
Further, all Business Segments prepare their
annual budget, which are reviewed along with
performance at regular interval.
(d) Development of Human Resources :
The Company promotes open and transparent
working environment to enhance teamwork and
build business focus. The Company equally gives
importance to the development of Human
Resource (HR). It updates its HR policy in line with
the changing HR culture in the industry as a whole.
In order to foster excellence and reward those
employees who perform well, the Company
practices Performance / Production linked
Incentive Schemes and has introduced
Employees Stock Option Scheme referred to in para
3 above. The main object of the Scheme is to
create and maintain optimum performance
level and profit driven culture and improve
productivity.
The Company also takes adequate steps for
in-house training of employees and maintaining
safety and healthy environment for workers
working within the factory premises.
(e) Cautionary Statement :
The statements made in the Management
Discussion & Analysis section, describing the
Company’s goals, expectations, or predictions etc.
Annual Report 2008-09 9
 are the forward looking view of the management.
The actual performance of the Company is
dependent on several external factors beyond the
control of the management viz. growth of Indian
economy, continuation of industrial reforms,
fluctuations in value of Rupee in foreign exchange
6.
market, applicable laws/ regulations, tax structure,
domestic / international industry scenario,
movement in international prices of raw
materials, economic developments within the
country etc.
5. EXPANSION / DEVELOPMENT PLAN:
(a) Transformer & other Speciality Oils Division:
With the installation of additional storage facilities
and balancing equipments in phased manner at
Rabale unit, the division would get leverage to
increase its production. Efforts are continuously
made to increase the overseas sales by exploring
the international market.
(b) Conductors Divisions :
As an ongoing modernization programme this
division has been procuring state of the art
equipments in order to have better quality of
conductors and productivity. Further, installation
of equipments are being carried out in the
current financial year to cater the expected
increase in market demand.
(c) Operations at Uniflex Cables Ltd.
7.
(a subsidiary) :
Although, the Company became entitled to take
over the management of the subsidiary from the
previous management in July, 2008, actually got
involved in the day to day affairs of the company
from September 08 onwards. After preliminary
study of its’ operations, steps are being taken to
increase turnover and profitability. The operations
of FY 2008-09 reflected a loss due to adjustments
relating to various transactions of the prior
period which were not reflected in the earlier
financial statements and unfavorable market
conditions & economy. Balancing machinery to
improve profitability have been arranged and
operations are expected to improve gradually.
(d) Acquisition of management control of
Marine Cables & Wires Private Limited by
Uniflex Cables Ltd.(UCL)
During the year under review, Uniflex Cables
Limited, the subsidiary of your Company has
acquired the entire paid up equity capital of
M/s. Marine Cables & Wires Private Limited
10 Apar Industries Limited
(Marine), a Company registered under the
Companies Act, 1956 in January, 2009.
Consequently, Marine became Subsidiary of the
UCL and sub-subsidiary of your Company.
Currently, Marine is doing job-work for UCL.
DIRECTORS:
a) Ms. Josephine Price, who was appointed by
M/s. Shinny Limited in terms of Clause 7 of the
Investment Agreement, ceased to be a Director
by resignation w.e.f. 21st July, 2008. As a result of
her cessation, Mr. Gary Ng Jit Meng, an Alternate
Director to Ms. Josephine Price also ceased to be
a Director w.e.f. 21st July, 2008. The Board places
on record its appreciation for the valuable
guidance and support rendered by Ms. Josephine
Price during the tenure of her association with the
Company.
b) Mr. Gary Ng Jit Meng was appointed as an
Additional Director w.e.f. 31st July, 2008 in terms
of Clause 7 of the Investment Agreement with
M/s. Shinny Limited and was appointed as
Director at the 19th AGM held on 29th August, 2008.
c) Shri K. N. Desai, Shri H. N. Shah and Shri V. A.
Gore, directors shall retire by rotation at the
ensuing Annual General Meeting of the Company
and they, being eligible, offer themselves for
reappointment. The Board recommends the
re-appointment of these directors.
DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA)
of the Companies Act, 1956 with regard to Directors’
Responsibility Statement, it is hereby confirmed that :
i. in the preparation of the Annual Accounts for
the financial year ended 31st March, 2009, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures, if any.
ii. appropriate accounting policies have been selected
and applied consistently and judgements and
estimates have been made that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end
of the financial year and of the Profit of the
Company for the financial year under review.
iii. proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities.
 iv. the annual accounts have been prepared on a
going concern basis.
8. CORPORATE GOVERNACE:
Pursuant to Clause 49 of listing agreement with the
Stock Exchanges with regard to Corporate Governance
Code, the points, which are required to be
covered under the head “Management Discussion
& Analysis” are covered herein above vide para
Sr. no. 4.
9. AUDIT:
The qualification in paragraph 4 and paragraph 5 of
attached Auditors’ Report are self- explanatory and do
not call for any further comments or explanations. In
this regard attention is also invited to paragraph 4(a)(ii)
and 5 (c) of this report.
M/s. Price WaterHouse (PW), Chartered Accountants,
Mumbai, Statutory Auditors of the Company shall be
retiring at the ensuing Annual General Meeting, and
they being eligible, offer themselves for reappointment.
The Audit Committee of directors at its meeting held
on 25th June, 2009 has recommended to continue
the appointment of M/s. PW as Statutory Auditors of
the Company for the financial year 2009-10.
10. OTHER INFORMATION:
a. Attached to and forming part of this report are the
following :-
(i) Particulars relating to conservation of energy,
technology absorption and foreign exchange
earnings and outgo.
(ii) Report on Corporate Governance and
Auditors’ Certificate regarding compliance of
conditions of Corporate Governance.
b. Particulars of employees - Information as per
Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees)
Rules, 1975, forms part of this Report. However,
as per the provisions of Section 219(1)(b)(iv) of
the Act, the Report and Accounts are being sent
excluding the statement containing the
Place : Mumbai
Dated : 25th June, 2009
particulars to be provided under Section 217(2A)
of the Act. Any member interested in obtaining
such particulars may inspect the same at the
Registered Office of the Company or write to the
Company Secretary for a copy thereof.
c. The Company has been granted exemption for the
year ended 31st March, 2009 by the Ministry of
Corporate Affairs vide its letters dated 24th April,
2009 and 30th June, 2009 (“Exemption Letters”),
from attaching to its Balance Sheet, the Annual
Report of Company’s wholly owned foreign
subsidiaries viz. Petroleum Specialities Pte. Ltd.,
Singapore as well as its’ subsidiary Quantum Apar
Speciality Oils Pty. Ltd., Australia and Poweroil
Speciality Products FZE, Sharjah, Uniflex Cables
Limited, Subsidiary of the Company and Marine
Cables & Wires Private Limited, subsidiary of
Uniflex Cables Limited. As per the terms of the
Exemption, a statement containing brief financial
details of the said subsidiaries for the year ended
31st March, 2009 are included in the Annual
Report. The annual accounts of the said
subsidiaries and the related information will be
made available to any member of the Company
seeking such information at any point of time and
are also available for inspection by any member of
the Company at the Registered Office of the
Company.
d. As on 31 st March, 2009, the aggregate fixed
deposits of Rs. 0.090 Million were due for
repayment but remained unclaimed. Letters have
been sent to such depositor/s to claim the amounts
due to them.
11. ACKNOWLEDGEMENT:
Your directors wish to place on record their sincere
appreciation for continuous co-operation, support
and assistance provided by stakeholders, financial
institutions, banks, government bodies, technical
collaborators, customers, dealers and suppliers of the
Company. Your directors also wish to place on record
their appreciation for the dedicated services rendered
by the loyal employees of the Company.
For and on behalf of the Board
Kushal N. Desai V. A. Gore
Managing Director Director
Annual Report 2008-09 11
Energy Statement
Annexure to the Directors’ Report
Information as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors’ Report for the
year ended 31st March, 2009.
I. Conservation of Energy
1) Energy Conservation measures taken and 2) Additional Investment proposals, if any, being
continuing on regular basis: implemented for reduction of consumption of
Conductor Division: energy:

i) Replacement of 20 nos. of HPSV light fitting & Conductor Division:

50 nos. of HPMV light fixture by energy efficient
i) Approximate Rs. 1.5 lakh for annual energy audit
CFL light fixture.
to find out potential energy saving.
ii) Installation of centralised air distribution pipe
line to reduce air leakage. ii) Installation of variable frequency drives in
Tubular stranding machine.
iii) Replacement of DC system by AC system with
energy efficient motor on PMI wire drawing iii) Replacement of Slipring motor & resistance box
machines. of Krishana RBD to be replaced by VFD AC Drive
iv) Replacement of DC system by AC system with 160 KW.
energy efficient motor on skip Tubular machine.
iv) Replacement of Slipring motor & resistance box
Oil Division: of Chenab tubular machine to be replaced by
i) Replacement of 30 nos. of 250 W light fittings VFD AC Drive 22 KW.
by 150 W light fittings. Replacement of 6 nos.
v) Replacement of Slipring motor resistance box
of 40 W tube light fittings with 28 W tube light
of Yamuna RST by VFD AC Drive 55 KW.
fittings and 60 W bulbs with 11 W CFL light
fixture. Oil Division:
ii) Replacement of Asbestos Sheets with i) Provision for installation of 8 nos. ATCON power
transparent sheets to increase the LUX level (250
saving units to AC’s.
to 1250 Lux) and minimize power consumption.
iii) To minimize water and energy consumption, ii) Conversion of all 40 W tube lights fittings to 28
Installation of Condensate recovery tank in three W tube light fittings.
different places for collecting the steam iii) Provision for installation of Wind turbines in the
condensate for re-circulation. production sheds for minimizing the usage of
iv) Provided ATCON Power saving device to two pedestal fans in packaging area.
Window AC to reduce power consumption.
3) Impact of measures at (1) and (2) above:
v) Converted Delta connection to Star connection
of motors which are working on less than 40% - Electrical energy saving
loads. - Less failure of motor
vi) Installed variable frequency drives for packaging - More up time resulting into more productivity
conveyor motors.
4) Total Energy Consumption and Energy Consumption per unit of production:
(A) Power and Fuel Consumption:
2008-09 2007-08
(i) Electricity:
(a) Purchased units 22,105,871 20,068,042
Total Amount (Rs./Million) 92.92 75.37
Rate/Unit (Rs.) 4.20 3.76
(b) Own Generation
Through Diesel Generator (Units) 774,003 1,041,371
Average Units generated per liter of diesel oil 2.82 1.93
Average Cost of Unit (Rs.) 12.49 11.48
Through Wind Mill (Units) — 734,065
Through Co-generation Power Plant (Units) — 13,860,054

12 Apar Industries Limited

 2008-09 2007-08
(ii) Furnace Oil :
Quantity (Kls) 7,531 6,013
Total Amount (Rs./Million) 178.39 124.82
Average Rate/Kls (Rs.) 23,687 20,758
(iii) Others :
Natural Gas Quantity (M3) — 2,690,090
Total Amount (Rs./Million) — 29.58
Rate/M3 (Rs.) — 11.00
(B) Consumption per unit of production (Average per unit consumption on total production of each
division is included in the table below):
2008-09 2007-08
Electricity Furnace Natural Electricity Furnace Natural
(Units) Oil Gas (Units) Oil Gas
(litres) (M3) (litres) (M3)
(i) Refinery Division :
Per KL output of Oil 11.02 1.81 - 10.90 1.51 -
(ii) Properzi and AAC/ACSR/AAAC
Conductors Division :
Per MT output of Aluminium/
Alloy Conductors 213 74 - 278 96 -
(iii) Polymers Division :
Per MT output of all
Synthetic Rubber - - - 638 - 159

Reasons for Change in consumption :

Electricity:
Furnace Oil & LDO :
Oil : Change in product mix
Conductors : Optimum capacity utilized in current year as compared
to lower capacity utilisation at Nalagarh in previous year.
Oil : Change in product mix
Conductors : Optimum capacity utilized in current year as compared
to lower capacity utilisation at Nalagarh in previous year.

II. TECHNOLOGY ABSORPTION AND RESEARCH & III. FOREIGN EXCHANGE EARNINGS AND OUTGO :
DEVELOPMENT: 1. Activities related to exports :
RESEARCH AND DEVELOPMENT (R&D) : Efforts are continuing to increase exports of all its
products.
(i) Specific areas in which R&D is carried out by
the Company: 2. Total Foreign Exchange used and earned :

Development of new types of up-rating Conductors, (i) Total foreign exchange used:
with utility in re-conductoring with enhanced power (Rs. in Million)
transmission capactiy. Specific products such as 2008-09 2007-08
AL-59, AAAC-1120, were targeted.
(a) Raw Materials (CIF) 15,107.23 11,295.97
(ii) Benefits derived as a result of the above R&D:
(b) Stores & Spares 2.77 3.44
a) Commercial production of new developed (c) Capital Goods 23.23 28.81
conductor has commenced.
(d) Others 524.20 342.85
b) Product accepted by the customer.
15,657.43 11,671.07
c) Value addition has increased.
(ii) Total foreign exchange earned :
(iii) Future plan of action: (a) Physical Exports (FOB) 6,554.24 6,184.37
Development of new types of Conductors, such as (b) Deemed Exports
TACSR and ACSS. (eligible for export
2. TECHNOLOGY ABSORPTION, ADAPTATION AND incentives) 1,488.63 736.58
INNOVATION : (c) Others 266.16 254.95
NIL 8,309.03 7,175.90

Annual Report 2008-09 13

Corporate Governance Report

CORPORATE GOVERNANCE PHILOSOPHY BOARD OF DIRECTORS:

Apar Industries Limited (“the Company”) believes in
conducting its affairs in a fair, transparent and professional
manner and maintaining the good ethical standards in its
dealings with all its constituents.
The Company is committed to follow good Corporate
Governance practices, which include having professional
Directors on the Board, adopting pragmatic policies and
effective systems and procedures and subjecting business
processes to audits and checks, compliant with the required
standards.
The driving force behind the Company’s management is
“Tomorrow’s Progress Today” and backed by “A culture
of High - Tech practices and Quality”. Apar’s quality
policy for ISO-9001 is “To satisfy customer needs and
retain leadership by manufacturing and supplying
quality products and services through continuous
improvement by motivated employees”.
The policies and actions of the Company are in line with the
applicable guidelines on Corporate Governance with an
endeavour to enhance shareholders’ value. Pursuant to Clause
49 of the Listing Agreement of Stock Exchanges, the following
details are presented:
3. The composition of the Board of Directors and details with regard to them is as follow as on 31st March, 2009:
1. The Board of Directors is the apex body constituted
by the shareholders for overseeing the overall
functioning of the Company. The Board provides and
evaluates the strategic direction of the Company,
management policies and their effectiveness and
ensures that the long-term interests of the
shareholders are being served. The Board of Directors
has more than 50% Non-executive Directors and
Chairman being Non-Executive Director and Promoter,
half of the total number of directors are independent
directors. None of the directors on the Board is a
member on more than 10 Committees and Chairman
of more than 5 Committees as specified in Clause 49
across all companies in which they are directors. All
the members of the Board are eminent persons with
excellent qualifications; professional expertise and
extensive experience and they have made outstanding
contributions to the industry.
2. The Board of Directors meets at least four times a
year with maximum time gap of 4 months between
a ny t w o m e e t i n g s t o r e v i e w t h e C o m p a n y ’s
performance and financial results, and more often, if
considered necessary.

No. of No. of No. of

Directorships Committee committee
Name of Directors Category in other public Memberships Chairmanships
Companies* in other public in other public
Companies Companies

Dr. N. D. Desai Chairman (Non- Executive) 2 — —

Mr. V.A. Gore Non-Executive & Independent 3 6 3
Dr. N.K.Thingalaya Non-Executive & Independent 1 2 2
Mr. F. B. Virani Non-Executive & Independent 1 1 —
Mr. Kushal N. Desai Managing Director 3 1 —
Mr. C. N. Desai Joint Managing Director 3 2 —
Mr. H. N. Shah Non-Executive & Independent# 1 3 1
Mr. Gary Ng Jit Meng
(w.e.f. 31st July, 2008) Non-Executive 2 3 —

* The directorship held by Directors as mentioned above do not include alternate directorships and directorships of foreign
companies, Section 25 Companies and private limited companies.
# As legally advised.
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. Kushal N. Desai and Mr. Chaitanya N. Desai who are brothers and Dr. N. D. Desai who is their father.

14 Apar Industries Limited

4. During the financial year 2008-2009, seven Board
Meetings were held. The dates on which the Board
meetings were held are as follows:
27th May, 2008, 26th June, 2008, 31st July, 2008, 29th
August, 2008, 25th October, 2008, 8th November, 2008
and 22nd January, 2009.
GENERAL MEETINGS:
The last Annual General Meeting (19th AGM) was held
on 29th August, 2008 at 11.00 A.M. at Auditorium of
the Vanijya Bhavan, Central Gujarat Chamber of
Commerce, Near GEB Head Office, Race Course,
Vadodara – 390 007.
Following are the details of attendance of Directors at
the aforesaid Board Meetings and AGM held during the
financial year.

Name of Directors No. of Board No. of Board Last AGM

meetings held meetings attended
during the tenure attended
of the Directors
Dr. N.D. Desai 7 6 Yes
Mr. V.A. Gore 7 6 No
Dr. N. K. Thingalaya 7 7 Yes
Mr. F. B. Virani 7 7 Yes
Mr. M. N. Kamat (Nominee Director of IDBI)
(upto 29th April, 2008) — — No
Mr. Kushal N. Desai 7 7 Yes
Mr. C. N. Desai 7 6 Yes
Mr. H. N. Shah 7 7 Yes
Mr. Gary Ng Jit Meng- Alternate Director to
Ms. Josephine Price (upto 21.07.2008) 2 2 No
Mr. Gary Ng Jit Meng (w.e.f. 31.07.2008) 5 3 No

AUDIT COMMITTEE: and internal audit functions, overseeing the Company’s

1. The Company has constituted an Audit Committee of
Directors in accordance with the requirements of Section
292A of the Companies Act, 1956 read with Clause 49
of the Listing Agreement. The Audit Committee consists
of three independent Directors. The broad terms of
reference of the Audit Committee include, reviewing with
the management, the quarterly and annual financial
results / statements, adequacy of internal control systems
financial reporting process, recommending the
appointment and removal of external and internal
auditors, etc.
2. The composition of the Audit Committee and attendance
of Directors at the meetings are given hereunder:
During the financial year 2008-2009, the Audit Committee
met on 27th May, 2008, 26th June, 2008, 31st July, 2008,
25th October, 2008 and 22nd January, 2009.

Name of Directors Category No. of meetings No. of

held during the meeting
tenure of Director attended
Mr. V. A. Gore, Chairman Independent & Non-Executive 5 5
Dr. N. K. Thingalaya Independent & Non-Executive 5 5
Mr. F. B. Virani Independent & Non-Executive 5 5
Mr. Gary Ng Jit Meng - Alternate Director to Non-Executive 2 2
Ms. Josephine Price (upto 21st July, 2008)
Mr. Gary Ng Jit Meng (w.e.f. 31st July, 2008) Non-Executive 3 3

Annual Report 2008-09 15

DETAILS OF REMUNERATION PAID TO ALL THE
DIRECTORS :
1. The non-executive directors receive the sitting fees for 2. The break up of remuneration paid / payable to the
attending the Board and Committee meetings, as the Managing Directors for the financial year 2008-2009 are
case may be. as under:
Mr. Kushal N. Desai Mr. C. N. Desai
Position Managing Director Joint Managing Director
Salary (Rs.) 1,728,750 1,728,750
Commission (Rs.) — —
Perquisites / Allowances (Rs.) 1,254,838 1,280,159
Total (Rs.) 2,983,588 3,008,909
Stock Option Granted (Nos.) Nil Nil
Service Contract 5 years from 5 years from
01/01/2007 to 01/01/2007 to
31/12/2011 31/12/2011
Notice Period 1 Month 1 Month

3. In terms of Section 309(1) of the Companies Act, 1956,
Dr. N. D. Desai, a Non-Executive Chairman has been
paid Rs. 4,705,527/- for his professional services to the
Company towards his fees including monetary value of
facilities during the period from 1st April, 2008 to 31st
March, 2009.
4. In terms of Section 309(1) of the Companies Act, 1956,
Shri H. N. Shah, a Non-executive Professional Director
has been paid for his professional services to the
Company Rs. 2,100,000/- towards his fees including
monetary value of facilities during the period from 1st
April, 2008 to 31st March, 2009.
The professional fees of above two directors have been
fixed by the Board after considering their professional
expertise and experience in the respective fields, loyalty
and professional fees structure prevalent in the industry.
5. Remuneration paid to Non-Executive Directors for
attending the meetings of Board of Directors and
Committees is as given below :

Name of Directors Sitting Fees (Rs.) No. of Equity No. of Stock

Shares held in the Options granted
Company during the year

Dr. N. D. Desai 90,000 68,25,005* Nil

Mr. V.A. Gore 1,42,500 — 4,000
Dr. N. K.Thingalaya 1,15,000 — 4,000
Mr. F. B. Virani 1,07,500 6,700 4,000
Mr. H. N. Shah 92,500 2,960 7,500
Ms. Josephine Price — — Nil
Mr. Gary Ng Jit Meng — — Nil
* Includes shares held as Trustee
SHARE TRANFER & SHAREHOLDERS’ GRIEVANCE to share transfers / transmission of shares, non-receipt
COMMITTEE: of dividend / interest, dematerialisation (Demat) of
shares and other related matters.
1. The Board of Directors of the Company has constituted
Share Transfer & Shareholders’ Grievance Committee of
Directors in order to meet the requirement of Clause 49 2. Share Transfer & Shareholders’ Grievance Committee
of the Listing Agreements of the stock exchanges. This met three times during the financial year, i.e. on
Committee has been constituted with the objective of 26th June, 2008, 25th October, 2008 and 22nd
overseeing redressal of investors’ complaints pertaining January, 2009.

16 Apar Industries Limited

 The composition of Committee and attendance of Directors at their meetings are given below :
Name of Directors Category No. of meetings No. of meetings
held attended
by directors
Shri V. A. Gore, Chairman Independent & Non- Executive 3 3
Dr. N. D. Desai Non- Executive Director 3 2
Shri C. N. Desai Executive Director 3 3
SHARE TRANSFER SYSTEM:
1. The Board of Directors has delegated the power of approval of share transfers to the Company Secretary and Deputy
Secretary of the Company jointly, who approve the share transfers regularly on fortnight basis, and gist of transfers are
placed before the Share Transfer & Shareholders’ Grievance Committee.
Compliance Officer: Mr. Sanjaya Kunder, Company Secretary,
Apar Industries Limited,
Apar House, Corporate Park,
Sion-Trombay Road, Chembur,
Mumbai – 400 071.
2. Status of complaints for the period 1st April, 2008 to 31st March, 2009.
1. No. of complaints received 20
2. No. of complaints resolved 20
3. No. of complaints not solved to the satisfaction of the investors
as at 31st March, 2009. Nil
4. Complaints pending as at 31 March, 2009.
st
Nil
5. No. of share transfers pending for approval as at 31st March, 2009. Nil
Risk Assessment & Minimisation Procedure :
The Company has laid down procedure to inform the Members of the Board about the risk assessment and minimisation
procedure. These procedures are periodically placed and are reviewed by the Board of Directors.
DISCLOSURES:
a) General Body Meeting :
The details of last three Annual General Meetings (AGM) of shareholders of the Company held are as under :
i. Annual General Meetings (AGM):

AGM Date & Time Location Details of Special Resolutions

19th 29th August, 2008 The Auditorium,
at 11.00 A.M. Vanijya Bhavan,
Central Gujarat Chamber
of Commerce, Race Course,
Vadodara – 390 007.
Cancellation of 175,150 options granted
at the Exercise Price of Rs. 259.75 per option
and issue of fresh 175,150 options (in lieu of
the cancelled options) at the new
Exercise Price of Rs. 207.05 per option.

18th 9th August, 2007 The Auditorium, a) Appointment of Shri Kushal N. Desai as
at 11.00 A.M. Vanijya Bhavan, Managing Director of the Company for
Central Gujarat Chamber 5 years w.e.f. 1st January, 2007.
of Commerce, Race Course, b) Appointment of Shri Chaitanya N. Desai
Vadodara – 390 007. as Joint Managing Director of the
Company for 5 years w.e.f. 1st January, 2007.
c) Approval to the Board for implementation
of Employee Stock Option Scheme – 2007.

Annual Report 2008-09 17

 AGM Date & Time Location Details of Special Resolutions

d) Approval to the Board to extend Employee

Stock Option Scheme – 2007 to the
permanent employees including Directors
of the Company whether working in or outside
India of the Holding Company and Subsidiary
Companies of the Company.

17th 10th August, 2006 The Auditorium,
at 10.30 A.M. Vanijya Bhavan,
Central Gujarat Chamber of
Commerce, Race course,
Vadodara - 390 007.
a) Appointment of Dr. N.D. Desai as Technical
Advisor / Management Consultant w.e.f.
1st January, 2006 for 5 years.
b) Consent for payment of Commission to
Dr. N.D. Desai, Non-Executive Chairman.

ii. Extra-Ordinary General Meeting (EGM) :

EGM Date & Time Location Details of Special Resolutions

EGM 26th December, Apar House, Corporate Park, a) Re-classification of Authorised Share Capital
2006 at 11.00 A.M. Sion-Trombay Road, b) Alteration of Clause V of the Memorandum
Chembur, Mumbai – 400 071. of Association
c) Alteration of Article 5(a)
d) Issue of Bonus Shares in the ratio of 1 : 3

(b) No Resolution was passed through postal ballot during
2008-09 and no resolution is proposed to be passed
through postal ballot in the ensuing AGM.
(c) Related Party transactions :
The details of all significant transactions with related
parties are periodically placed before the Audit Commit-
tee. The relevant details of all transactions with related
parties given in Note No. 15 of Schedule No. 22 of the
audited Accounts for the financial year 2008-2009, form
a part of this report also. There are no materially signifi-
cant related party transactions of the Company which
have potential conflict with the interests of the Company
at large.
(d) The Company has complied with the requirements of
regulatory authorities on capital markets and no
penalties or strictures have been imposed against it.
(e) The statutory financial statements of the Company are
qualified.
(f) Means of Communication :
Quarterly / Half Yearly / Yearly Financial Results:
Generally published in Gujarat and Mumbai edition of
“The Business Standard”, English daily newspaper and
“Financial Express” - Gujarati daily newspaper. Financial
Results of the Company are displayed on the Company’s
website: www.apar.com
Pursuant to Clause No. 51 of the Listing Agreement of
Stock Exchanges, the Company has also been registered
for EDIFAR filing and the login ID of Company is
“APARIND”. Shareholders can login EDIFAR section of
web-site – www.sebi.gov.in for the information relating
to Quarterly / Annual Financial Results, Quarterly
Shareholding Patterns etc.
g) Management Discussion & Analysis is covered under the
separate head of the Directors’ Report of 2008-2009.
h) The Company has complied with mandatory requirement
of Corporate Governance provisions and has not adopted
non-mandatory requirements except that the Non-execu-
tive Chairman is entitled to maintain Chairman’s Office at
Company’s expense and allowed re-imbursement of
expenses incurred in performance of his duties.
i) Secretarial Audit :
A qualified Practicing Company Secretary carried out on
quarterly basis, a secretarial audit to reconcile the
total dematted Share capital with National Securities
Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) and physical share
capital with the total issued and listed share capital. The
secretarial audit report confirms that the total issued /
paid up capital is in agreement with the total number of
shares in physical form and the total number of demate-
rialized shares held with NSDL and CDSL.

18 Apar Industries Limited

GENERAL INFORMATION:

1. Annual General Meeting

Day, Date and Time : Friday, 4th September, 2009 at 11.00 A.M. at The Auditorium,
Vanijya Bhavan, Central Gujarat Chamber of Commerce,
Race Course, Vadodara 390 007.
2. Financial Calendar for 2009-10
Financial year ending : 31st March
First Quarter Results (June ,2009) : On or before 31st July, 2009.
Half Yearly Results (September, 2009) : On or before 31st October, 2009.
Third Quarter Results (December, 2009) : On or before 31st January 2010.
Approval of Annual Accounts (2009-10) : On or before 30th June, 2010.
3. Book Closure Dates : 1st September, 2009 to 4th September, 2009 (both days inclusive).
4. Dividend Payment : Not declared any dividend for the Financial Year 2008-09.
5. Registered Office : 301, Panorama Complex, R. C. Dutt Road, Vadodara 390 007.
6. Listing of Shares on the Stock Exchanges : The Equity Shares of the Company are listed on –-
Bombay Stock Exchange Ltd., Mumbai
(BSE) - Scrip Code No. 532259
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort, Mumbai – 400 023

National Stock Exchange of India Ltd.

(NSE) - Scrip Code - APARINDS
“Exchange Plaza”,
Bandra- Kurla Complex,
Bandra (E), Mumbai – 400 051.
The Company has paid due listing fees of both the Stock Exchanges.
7. Stock Price Data for the financial year April, 2008 to March, 2009 prevailed at the Bombay Stock Exchange Ltd.
(BSE) and The National Stock Exchange of India Ltd. (NSE):

BSE NSE
Year Month High Low Monthly High Low Monthly
(Rs.) (Rs.) Volume (Rs.) (Rs.) Volume
2008 April 258.90 196.00 153,213 259.90 201.00 21,997
May 250.00 191.10 229,804 265.00 194.10 173,333
June 222.00 142.00 30,720 218.00 140.00 27,996
July 164.00 125.25 33,704 171.00 126.15 23,493
August 180.00 145.00 344,905 178.00 141.00 301,007
September 180.00 116.10 98,903 177.00 123.05 630,713
October 140.05 71.50 52,941 141.00 67.50 58,964
November 117.00 70.30 85,485 114.80 71.00 94,695
December 95.00 74.00 57,569 94.00 73.50 83,340
2009 January 92.00 62.00 570,696 96.95 67.15 290,931
February 91.95 72.00 94,808 91.50 70.15 101,873
March 88.00 75.00 58,910 88.70 75.10 91,810

Annual Report 2008-09 19

8. STOCK PERFORMANCE :
The performance / movement of price of the Company’s Equity Share as compared to BSE Sensitive Index is given in the
chart below :

9. REGISTRAR FOR SHARE MCS Limited

TRANSFER AND DEPOSITORY: Neelam Apartment,88, Sampatrao Colony,
B/H. Standard Chartered Bank, Alkapuri, Vadodara – 390 007.
Ph. Nos. (0265) 2339397, 2350490 Fax No. (0265) 2341639
E-mail: mcsbaroda@yahoo.com
10. DISTRIBUTION OF SHAREHOLDING AS AT 31ST MARCH, 2009 :
Range of Equity Shares No. of Equity % of Equity No. of Equity % of
Shareholders Shareholders Shares held Shareholding
1 - 500 16,106 96.58 770,362 2.38
501 - 1000 252 1.51 183,883 0.57
1001 - 2000 153 0.92 221,465 0.69
2001 - 3000 41 0.25 105,872 0.33
3001 - 4000 25 0.15 87,601 0.27
4001 - 5000 22 0.13 100,093 0.30
5001 - 10000 31 0.19 212,307 0.66
Above 10000 45 0.27 30,654,448 94.80
Total 16,675 100.00 32,336,031 100.00
11. SHAREHOLDING PATTERN AS AT 31 ST
MARCH, 2009 :
Category No. of Equity Shares held % Holding
Promoters / Persons acting in concert 20,069,777 62.07
Banks, Financial Institutions and Insurance Companies 349 0.01
Mutual funds 4,065,816 12.57
Foreign Institutional Investors 734,759 2.27
NRIs / OCBs 48,235 0.15
Corporate Bodies 466,882 1.44
Resident Individuals 2,355,576 7.28
Foreign Investors (Shinny Limited, Mauritius – CLSA Group) 4,594,637 14.21
Total 32,336,031 100.00

20 Apar Industries Limited

12. DEMATERIALIZATION OF SHARES & LIQUIDITY :
As at 31st March, 2009, approx. 99% of total Equity Share Capital is held in electronic form with National Securities
Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL). The Company’s equity shares are compulsorily traded
in the electronic form at the Stock Exchanges. Requests for dematerialisation of shares are processed and confirmed to
NSDL or CDSL by the Registrar, MCS Limited. The Equity Share ISIN No. is INE372A01015.
13. EMPLOYEE STOCK OPTIONS :
A total of 1,75,150 Options have been granted. Each Option, upon exercise of the same, would give rise to one equity share
of Rs. 10/- each fully paid up. The Details of the Options granted / vested are as under:

Date of Grant ( the options granted on 23rd January, 2008 at Rs. 259.75 27th May, 2008
were cancelled and subsequently, fresh same number of options granted
on 27th May, 2008 at exercise price of Rs.207.05 per option )
Total options granted 1,75,150
Date of vesting of options 27th May, 2009
Total Options vested 58,383

14. PLANT LOCATIONS :

Division Locations
a) Conductors Division a) Silvassa* and Nalagarh (H.P.)
b) Oil Division b) Rabale and Silvassa*

* Union Territory of Dadra & Nagar Haveli

15. ADDRESS FOR COMMUNICATION : Shareholders’ Grievances / correspondence

should be addressed to the Company at the
Registered Office of the Company at
301,Panorama Complex, R.C.Dutt Road,
Vadodara-390 007.
Ph. (0265) 2331935,2339906, Fax (0265) 2330309.
E-mail : Investor Grievance Redressal cell:
com_sec@apar.com

Annual Report 2008-09 21

Declaration regarding compliance by
Board Members and Senior Management
Personnel with the Company’s Code of
Conduct
This is to confirm that the Company has adopted a code of Conduct for its employees and Directors. The said Code is available
on the Company’s web site.

I confirm that the Company has in respect of the financial year ended 31st March, 2009, received from the senior management
team of the Company and the members of the Board, a declaration of compliance with the Code of Conduct as applicable to
them.

For the purpose of this declaration, Senior Management Team means the Chief Financial Officer, the Company Secretary and all
Vice Presidents and Functional Heads of the Company as on 31st March, 2009.

Place: Mumbai (Kushal N. Desai)

Date : 25th June, 2009 Managing Director and CEO

22 Apar Industries Limited

Certificate of compliance of Corporate
Governance as per Clause 49 of the
Listing Agreement with stock exchanges

To the members of
Apar Industries Limited

We have examined the compliance of the conditions of Corporate Governance by Apar Industries Limited (‘the Company’), for
the year ended March 31, 2009, as stipulated in Clause 49 of the Listing Agreement of the said Company with the stock
exchanges in India.

The compliance of the conditions of Corporate Governance is the responsibility of the Company’s management. Our examination
was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of
the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to the procedures and
implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is
neither an audit nor an expression of an opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.

Vilas Y. Rane
Partner
Membership No. F-33220

For and on behalf of

Price Waterhouse
Mumbai: 25th June, 2009 Chartered Accountants

Annual Report 2008-09 23

Auditors’ Report
To the Members of
Apar Industries Limited
1. We have audited the attached Balance Sheet of Apar
Industries Limited (‘the Company’) as at March 31, 2009
and the related Profit and Loss Account and the Cash
Flow Statement for the year ended on that date, annexed
thereto, which we have signed under reference to this
report. 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 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.
3. As required by the Companies (Auditor’s Report) Order,
2003 as amended by the Companies (Auditor’s Report)
(Amendment) Order, 2004 (together ‘the Order’) issued
by the Central Government of India in terms of sub-section
(4A) of Section 227 of the Companies Act, 1956 of India
(‘the Act’), and on the basis of such checks of the books
and records of the Company as we considered appropriate
and according to the information and explanations given
to us, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. The Company has an equity investment of Rs. 8,454.22
lacs in Uniflex Cables Limited (UCL), a subsidiary company,
and loans and advances due from UCL aggregate
Rs.1,294.67 lacs as at March 31, 2009. UCL has
accumulated losses of Rs 4,623.64 lacs as at March 31,
2009 and its net worth has substantially eroded as per its
audited financial statements for the year ended March
31, 2009 (Refer Note 8(d), Schedule 22). Based on the
available information and in view of the uncertainties
involved, we are unable to comment on the extent of the
diminution other than temporary, if any, in the value of
the Company’s investment in UCL, the recoverability of
amounts advanced, as stated above, and the
consequential effect on the financial statements for the
year ended March 31, 2009.
5. The Company has not provided for a “mark-to-market”
loss on commodity forward contracts aggregating
Rs.171,32.36 lacs as at March 31, 2009 (Refer Note 7(a),
Schedule 22), for the reasons stated by the management
in the said note. Consequently, without considering the
tax effect, the profit for the year and reserves and surplus
are overstated by Rs.171,32.36 lacs, and current liabilities
are understated by Rs.171,32.36 lacs. Had the effect of
the observation made by us been considered, the profit
24 Apar Industries Limited
would turn into a loss for the year of Rs.166,01.61 lacs
(as against the reported profit after tax of Rs.530.75 lacs),
the reserves and surplus would have been Rs.77,59.49
lacs (as against the reported figure of Rs.248,91.85 lacs)
and the current liabilities would have been
Rs.1554,82.52 lacs (as against the reported figure of
Rs.1383,50.16 lacs).
6. Further to our comments in the Annexure referred to in
paragraph 3 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 purposes of our audit;
b. In our opinion, proper books of account as required
by law have been kept by the Company, so far as
appears from our examination of those books;
c. The Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report are in
agreement with the books of account;
d. In our opinion, subject to our comments in paragraph
5 above, the Balance Sheet, Profit and Loss Account
and Cash Flow Statement dealt with by this report
comply with the accounting standards referred to in
sub-section (3C) of Section 211 of the Act;
e. On the basis of the written representations received
from the directors, as on March 31, 2009 and taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2009 from
being appointed as a Director in terms of clause (g)
of sub-section (1) of Section 274 of the Act;
f. in our opinion, and to the best of our information
and according to the explanations given to us, the
said financial statements, subject to our comments
in paragraph 4 and paragraph 5 above, read with
the reasons given for non accounting of Mark to
Market losses as stated in Note no. 7(a), Schedule
22, give the information required by the act in the
manner so required and give a true and fair view in
conformity with the accounting principles generally
accepted in India:
i. in the case of the Balance Sheet, of the state of
affairs of the Company as at March 31, 2009;
ii. in the case of the Profit and Loss Account, of
the reported profit of the Company for the year
ended on that date; and
iii. in the case of the Cash Flow Statement, of the
cash flows of the Company for the year ended
on that date.
Vilas Y. Rane
Partner
Membership No. 33220
For and on behalf of
Price Waterhouse
Mumbai, 25th June, 2009 Chartered Accountants
Annexure to Auditors’ Report
[Referred to in paragraph 3 of the Auditors’ Report of even date to the members of Apar Industries Limited on
the Financial Statements for the year ended on March 31, 2009]
(i) (a) The Company has maintained proper records
showing full particulars, including quantitative
details and situation of fixed assets.
(b) The Company has a regular programme of
physical verification of its fixed assets over a
period of three years, which in our opinion is
reasonable having regard to the size of the
Company and the nature of its assets. In
accordance with this programme, the
management conducted physical verification of
certain fixed assets during the current year and
no material discrepancies between the book
records and physical inventory have been
noticed.
(c) In our opinion and according to the information
and explanations given to us, a substantial part
of fixed assets has not been disposed off by the
Company during the year.
(ii) (a) The management has conducted physical
verification of inventory (excluding inventory
with third parties) at reasonable intervals
during the year, and also as at the balance sheet
date. In respect of inventory lying with third
parties as at the balance sheet date, these have
substantially been confirmed by them. In
our opinion, the frequency of verification is
reasonable.
(b) In our opinion, and according to the
information and explanations given to us, the
procedures for physical verification of inventory
followed by the management are reasonable and
adequate in relation to the size of the Company
and nature of its business.
(c) On the basis of our examination of the
inventory records, in our opinion, the Company
has maintained proper records of its inventory,
and the discrepancies noticed on physical
verification of inventory as compared to the book
records were not material and have been
properly dealt with in the books of account.
(iii) (a) The Company has not granted loans, secured
or unsecured, to Companies, firms or other
parties covered in the register maintained
under Section 301 of the Act. Accordingly, the
provisions of sub clause (b) to (d) of clause (iii)
of paragraph 4 of the Order are not applicable.
(b) The Company has taken unsecured loans from
twelve parties covered in the register maintained
under Section 301 of the Act. The aggregate of
the maximum amount of the loans outstanding
during the year, and the aggregate of the
year-end balances of such loans was
Rs. 379,526,909 and Rs. 330,392,882
respectively.
(c) In our opinion, and according to the
information and explanations given to us, the
rate of interest and other terms and conditions
of the loans taken by the Company are, prima
facie, not prejudicial to the interests of the
Company.
(d) In our opinion, and according to the
information and explanations given to us, the
Company is regular in repayment of principal
and interest, where stipulations have been
made. In cases where there are no stipulations
and repayment of both principal and interest
are stated at call, the Company is regular in the
payment of principal and interest as and when
demanded.
(iv) In our opinion, and according to the information and
explanations given to us, the Company has an adequate
internal control system commensurate with the size of
the Company and nature of its business for the
purchase of inventory and fixed assets and for the sale
of goods and services. Further on the basis of our
examination of the books and records of the Company
carried out in accordance with the auditing standards
generally accepted in India, and according to the
information and explanations given to us, we have
neither come across nor have been informed of any
continuing failure to correct major weakness in the
aforesaid internal control system.
(v) (a) In our opinion, and according to the
information and explanations given to us, the
particulars of contracts or arrangements referred
to in Section 301 of the Act, have been entered
in the register required to be maintained under
that Section.
(b) In our opinion and according to the information
and explanations given to us, there are no
transactions made in pursuance of such
contracts or arrangements and exceeding
Rupees five lacs in respect of any party during
the year, which have been made at prices
which are not reasonable having regard to the
prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and
explanations given to us, the Company has complied
with the directives issued by the Reserve Bank of
Annual Report 2008-09 25
 India, and the provisions of Sections 58A, 58AA and
any other relevant provisions of the Act and the
Companies (Acceptance of Deposits) Rules, 1975 with
regard to the deposits accepted from the public.
According to the information and explanations given
to us, no order has been passed by the Company Law
Board or National Company Law Tribunal or Reserve
Bank of India or any Court or any other Tribunal on the
Company in respect of the aforesaid deposits.
(vii) In our opinion, the Company has an internal audit
system commensurate with the size and nature of its
business.
(viii) We have broadly reviewed the books of account
maintained by the Company in respect of its Oil, and
Conductor businesses, where pursuant to the Rules
made by the Central Government of India, the
maintenance of cost records has been prescribed
under clause (d) of sub-section (1) of Section 209 of
the Act, and are of the opinion that, prima facie, the
prescribed accounts and records have been made and
maintained. We have not, however, made a detailed
examination of the records with a view to determine
whether they are accurate or complete.
(ix) (a) According to the information and explanations
given to us, and the records of the Company
examined by us, in our opinion, the Company
was generally regular during the year in
depositing undisputed statutory dues including
provident fund, investor education and
protection fund, employees’ state insurance,
income tax, sales tax, wealth tax, service tax,
customs duty, excise duty, cess and other
material statutory dues, as applicable, with
appropriate authorities. In respect of contrac-
tors retained by the Company, the management
has represented to us that the relevant dues
have been regularly deducted and deposited by
the contractors with appropriate authorities.
(b) According to the information and explanations
given to us, and the records of the Company
examined by us, there are no dues of income
tax, wealth tax or cess which have not been
deposited on account of any dispute. The par-
ticulars of excise duty, sales tax, custom duty,
and service tax as at March 31, 2009, which
have not been deposited by the Company on
account of a dispute are as follows:

Nature of the Nature of dues* Amount under dispute Period to which Forum where dispute
Statute and unpaid (Rs.) the amount relates is pending
The Central Excise Excise duty 44,507,841 2000 to 2002 Bombay High Court, against
Act, 1944 the Order of Settlement
Commission
2,587,251 1995 to 2000 & 2004-05 Commissioner (Appeals)
574,118 2004-2008 Customs, Excise, Service Tax
Appellate Tribunal
The Finance Act, 1994 – Service tax 1,984,896 1997 to 1998 Customs, Excise, Service Tax
Service tax Appellate Tribunal
Customs Act, 1962 Customs duty 3,257,626 1999 to 2006 Mumbai High Court
23,118,932 1999-2000,2001-02 Customs, Excise, Service Tax
Appellate Tribunal
925,851 1993-1994 DGFT, Mumbai
Central Sales Tax Act and Sales tax 1,205,837 1998-99, 2001-02 Assistant Commissioner
Local Sales Tax Acts and 2003-04
60,204 2003-04 and 2004-05 Commercial Tax Officer
919,612 1994-95, 1998-01 Tribunal
54,492,862 2002-03 , 2003-04 & 2004-05 Commissioner-VAT
Income Tax , Act 1961 Tax Deducted 201,742 2003-2004 to 2007-08 Commissioner Income Tax
At source (Appeals)
* including interest and penalty, as applicable

(x) Attention is invited to our comments in paragraph 5 of
our audit report of even date. Had the effect of the
observation made by us been considered, the
accumulated losses as at March 31, 2009 would have
been Rs. 71,50.70 lacs. However it would not be more
than fifty percent of the Company’s net worth as at
March 31st 2009. The Company has not incurred any
cash losses in the financial year ended on that date, or
in the immediately preceding financial year.
(xi) According to the records of the Company examined by
us and the information and explanations given to us,
the Company has not defaulted in repayment of dues
to any financial institutions, banks or its debenture
holders as at the balance sheet date.

26 Apar Industries Limited

(xii) The Company has not granted any loans or advances (xviii) The Company has not made any preferential allotment
on the basis of security by way of pledge of shares,
debentures and other securities. Accordingly, the
provisions of clause (xii) of paragraph 4 of the Order
are not applicable.
(xix)
(xiii) The provisions of any special statute applicable to chit
fund / nidhi / mutual benefit fund / societies, are not
applicable to the Company.
(xx)
(xiv) In our opinion and according to the information and
explanations given to us, the Company is not a dealer
or trader in shares, securities, debentures and other
investments.
(xxi)
(xv) In our opinion and according to the information and
explanations given to us, the Company has given
guarantees in respect of credit facilities availed by its
subsidiary companies from a bank, the terms and
conditions whereof, in our opinion, are, prima facie,
not prejudicial to the interests of the Company.
(xvi) In our opinion and according to the information and
explanations given to us, on an overall basis, the term
loans have been applied for the purposes for which
they were obtained.
(xvii) On the basis of an overall examination of the balance
sheet of the Company, in our opinion and according to
the information and explanations given to us, there
are no funds raised on a short term basis which have
been used for long-term investment. Mumbai, 25th June, 2009
of shares to parties and companies covered in the
Register maintained under Section 301 of the Act
during the year.
According to the information and explanations given
to us, the Company has not issued any debentures
during the year.
The Company has not raised any money by public
issue during the year. Accordingly, the provisions of
clause (xx) of paragraph 4 of the Order are not
applicable.
During the course of our examination of the books and
records of the Company, carried out in accordance with
the generally accepted auditing practices in India, and
according to the information and explanations given to
us, we have neither come across any instances of fraud
on or by the Company, noticed or reported during the
year, nor have we been informed of such case by the
management.
Vilas Y. Rane
Partner
Membership No. 33220
For and on behalf of
Price Waterhouse
Chartered Accountants
Annual Report 2008-09 27
Balance Sheet As at 31 March, 2009
As at 31st As at 31st
Schedule March, 2009 March, 2008
Rupees Rupees Rupees
SOURCES OF FUNDS
Shareholders’ Funds
Share Capital 1 323,360,310 323,360,310
Reserves and Surplus 2 2,489,185,132 2,436,110,281
2,812,545,442 2,759,470,591
Loan Funds
Secured loans 3 376,325,472 685,525,358
Unsecured loans 4 392,845,382 204,429,464
769,170,854 889,954,822
Deferred taxation liability (Net) 5 85,781,796 55,836,187
3,667,498,092 3,705,261,600
APPLICATION OF FUNDS
Fixed Assets 6
Gross block 1,671,961,751 1,460,690,905
Less: Depreciation 486,256,190 394,552,725
Net block 1,185,705,561 1,066,138,180
Fixed Assets held for sale/ disposal 731,928 731,928
Capital work-in-progress/ advances 46,032,977 32,778,255
1,232,470,466 1,099,648,363
Investments 7 884,096,176 413,016,752
Current Assets, Loans and Advances
Inventories 8 2,974,903,798 2,674,903,330
Sundry debtors 9 4,751,894,511 3,879,087,390
Cash and bank balances 10 5,996,982,699 4,853,800,877
Loans and advances 11 1,667,558,696 1,255,359,873
15,391,339,704 12,663,151,470
Less: Current Liabilities and Provisions
Current liabilities 12 13,835,016,357 10,319,451,519
Provisions 13 16,953,589 180,067,028
13,851,969,946 10,499,518,547
Net Current Assets 1,539,369,758 2,163,632,923
Miscellaneous Expenditure 14 11,561,692 28,963,562
(to the extent not written off or adjusted)
3,667,498,092 3,705,261,600
Significant Accounting Policies 21
Notes to the Financial Statements 22, 23

Signatures to the Balance Sheet and Schedules 1 to 14, 21 to 23

As per our report of even date attached

Vilas Y. Rane For and on behalf of the Board of Directors

Partner
Membership No. F 33220
For and on behalf of Kushal N. Desai V. A. Gore V. C. Diwadkar Sanjaya R. Kunder
Price Waterhouse Managing Director & Director Chief Financial Officer Company Secretary
Chartered Accountants Chief Executive Officer
Place: Mumbai
Dated: 25th June, 2009

28 Apar Industries Limited

Profit and Loss Account For the year ended 31st March, 2009
Schedule 2008-09 2007-08
Rupees Rupees
INCOME
Sale of goods, services and related recoveries (net of excise duty
Rs. 2,258,458,836, Previous year Rs. 1,768,430,298) 15 24,634,127,399 17,102,903,092
Other Income 16 63,230,291 56,140,935
24,697,357,690 17,159,044,027
EXPENDITURE
Operating and other expenses 17 24,161,861,032 16,172,509,542
Decrease / (Increase) in stocks 18 11,469,500 (186,197,482)
Depreciation 109,925,885 138,908,662
Interest and discounting charges (net) 19 312,489,446 355,744,941
24,595,745,863 16,480,965,663
Profit before Taxation and Exceptional items 101,611,827 678,078,364
Exceptional items (net) - (Income)/Expenses 20 17,401,870 38,401,870
Profit before Taxation 84,209,957 639,676,494
Consist of :
- Discontinued operations - 116,914,776
- Continuing operations 84,209,957 522,761,718
84,209,957 639,676,494
Provision for taxation:
- Current tax - 186,762,779
- Minimum alternate tax 2,350,000 -
- Minimum alternate tax credit entitlement (2,350,000) -
- Deferred tax - (credit)/charge 29,945,610 (83,464,603)
- Fringe benefit tax 4,500,000 4,500,000
- Prior Period Tax (3,510,504) -
- Wealth tax 200,000 200,000
Profit after Taxation & before Extraordinary items for the year 53,074,851 531,678,318
Consist of :
- Discontinued operations - 77,175,444
- Continuing operations 53,074,851 454,502,875
53,074,851 531,678,318
Extraordinary items (net) - (Income)/Expenses - Net of income tax 20A - (323,047,143)
Profit after Taxation & Extraordinary items for the year 53,074,851 854,725,461
Consist of :
- Discontinued operations - 77,175,444
- Continuing operations 53,074,851 777,550,018
53,074,851 854,725,461
Balance of Profit brought forward 945,091,488 548,439,495
Amount available for appropriations 998,166,339 1,403,164,956
Appropriated as under:
Transfer to General Reserve - (250,000,000)
Interim Dividend:
On Equity Shares @ Rs.Nil per share (previous year Rs. 1.50 per share) - (48,504,047)
Proposed Dividend:
On Equity Shares @ Rs. Nil Per share (Previous year Rs. 4.00 per share) - (129,344,124)
Tax on Dividends - (30,225,297)
Balance carried to Balance Sheet 998,166,339 945,091,488
Significant Accounting Policies 21
Notes to the Financial Statements 22, 23
Earnings Per Share (Refer Note 17 of Schedule 22) face value of Rs.10
– Basic & Diluted before extraordinary items 1.64 16.44
– Basic & Diluted after extraordinary items 1.64 26.43
Signatures to the Profit and Loss Account and Schedules 15 to 20A, 21 to 23
As per our report of even date attached
Vilas Y. Rane For and on behalf of the Board of Directors
Partner
Membership No. F 33220
For and on behalf of Kushal N. Desai V. A. Gore V. C. Diwadkar Sanjaya R. Kunder
Price Waterhouse Managing Director & Director Chief Financial Officer Company Secretary
Chartered Accountants Chief Executive Officer
Place: Mumbai
Dated: 25th June, 2009

Annual Report 2008-09 29

Schedules annexed to and forming part of the Balance Sheet
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees Rupees

SCHEDULE “1” - SHARE CAPITAL

(A) Authorised :
91,998,750 (91,998,750) Equity Shares of Rs.10 each 919,987,500 919,987,500
919,987,500 919,987,500
(B) Issued, Subscribed and Fully Paid Up :
32,336,031 (32,336,031) Equity Shares of Rs.10 each fully paid 323,360,310 323,360,310
323,360,310 323,360,310

SCHEDULE “2” - RESERVES AND SURPLUS

Capital Reserve
As per last balance sheet 4,950,746 4,950,746
Capital Redemption Reserve
As per last Balance Sheet 147,547,770 147,547,770
Securities Premium Account
As per last balance sheet 588,520,277 588,520,277
General Reserve
As per last balance sheet 750,000,000 500,000,000
Add :- Transfer from Profit and Loss Account - 250,000,000
750,000,000 750,000,000
Surplus in Profit and Loss Account 998,166,339 945,091,488
2,489,185,132 2,436,110,281

SCHEDULE “3” - SECURED LOANS

From Banks :
(i) Cash Credit/Working Capital Demand Loans 246,007,472 685,525,358
(ii) Term Loans 130,318,000 -
376,325,472 685,525,358
Notes:
The Cash Credit/Working Capital Demand Loans/Pre-shipment Export Finance from banks are secured by:
(i) hypothecation* of specified stocks, specified book debts and movable plant and machinery at Nalagarh Unit.
(ii) first charge* by way of equitable mortgage by deposit of title deeds of Company’s specified immovables properties,
both present and future.
(iii) first charge* by way of equitable mortgage by deposit of title deeds of certain immovables properties of Apar Corporation
Private Limited, a related party.
(iv) The term loan is secured by hypothecation* of specific machineries acquired out of proceeds of the loan. The amount
payable within a year Rs. 130,318,000 (Previous year NIL)
* denotes charge created / to be created.
SCHEDULE “4” - UNSECURED LOANS
Fixed Deposits*
(a) From public 143,912,500 89,380,500
(b) From directors 46,100,000 85,200,000

190,012,500 174,580,500

Loans from Directors 160,170,577 -

Inter Corporate Deposits (repayable at call) 42,662,305 29,848,964

392,845,382 204,429,464
*Repayable within one year Rs. 118,966,500 (Previous year Rs.77,274,000)

30 Apar Industries Limited

Schedules annexed to and forming part of the Balance Sheet
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees Rupees

SCHEDULE “5 “ - DEFERRED TAX LIABILITY (NET)

Deferred tax liability arising on account of timing difference in:

Book and Tax depreciation 110,945,744 92,580,220
Less: Deferred tax asset arising on account of timing differences in :
(i) Provision for doubtful debts and advances 9,565,232 4,647,076
(ii) Provision for gratuity and leave salary 5,762,797 3,357,252
(iii) Voluntary Retirement Scheme 1,714,008 1,133,774
(iv) Expenses allowable on payment basis 8,121,911 27,605,931
25,163,948 36,744,033
85,781,796 55,836,187

SCHEDULE “6” - FIXED ASSETS

GROSS BLOCK DEPRECIATION WRITTEN DOWN VALUE
As at 1st Deductions/ As at 31st As at 1st Deductions/ For the As at 31st As at 31st As at 31st
April, 2008 Additions adjustments March,2009 April, 2008 adjustments year March,2009 March,2009 March,2008
Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees

Land
- Freehold 33,408,849 8,979,894 - 42,388,743 - - - - 42,388,743 33,408,849

- Leasehold 39,026,979 - - 39,026,979 5,767,590 - 573,696 6,341,286 32,685,693 33,259,389

Buildings 376,900,119 21,782,309 (2,747,204) 395,935,225 55,681,804 (2,747,204) 16,186,085 69,120,685 326,814,540 321,218,315

Plant and Machinery * 859,445,804 190,222,648 (16,277,392) 1,033,391,061 250,319,972 (11,040,421) 73,226,507 312,506,058 720,885,003 609,125,832

Furniture, fixture and 97,914,080 8,126,894 (3,555,262) 102,485,712 67,738,181 (3,378,898) 10,270,172 74,629,455 27,856,258 30,175,899
equipments

Motor Vehicles 27,451,190 6,168,009 (1,429,051) 32,190,148 13,717,984 (1,055,896) 4,360,648 17,022,736 15,167,412 13,733,206

Intangible Asset 26,543,884 - - 26,543,884 1,327,194 – 5,308,777 6,635,971 19,907,913 25,216,690

1,460,690,905 235,279,755 (24,008,909) 1,671,961,751 394,552,725 (18,222,420) 109,925,885 486,256,190 1,185,705,561 1,066,138,180

Previous year 2,232,825,948 516,131,724 (1,288,266,767) 1,460,690,905 907,004,744 (651,360,681) 138,908,662 394,552,725 1,066,138,180

Fixed Assets held for Sales/disposal (at estimated net realisable value - refer note 1 below) 731,928 731,928

Capital work-in-progress/ Advances 46,032,977 32,778,255

1,232,470,466 1,099,648,363

Notes:
(1) Fixed Assets held for sale/disposal have been stated at their estimated net realisable/disposal value and include the following:
(I) Land & Building Rs. 231,928 (Previous Year Rs. 231,928)

(II) Plant & Machinery Rs. 500,000 (Previous Year Rs. 500,000)
* Includes Asset given on Lease (Refer Note 9 of Schedule 22)

Annual Report 2008-09 31

Schedules annexed to and forming part of the Balance Sheet
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees Rupees

SCHEDULE “7” - INVESTMENTS - (At Cost)

I. Long-term, unquoted, unless otherwise stated
A. Government of India Securities:
(i) 7 Year National Savings Certificates 4,240 4,240
(ii) 12 Year National Defence Certificates 6,000 6,000
(iii) 6 Year National Savings Certificates
(held as security by Government Departments) 7,000 7,000
17,240 17,240
B. Subsidiary Companies
In Equity Shares:
(i) 100,000 (Previous year 100,000) Ordinary Shares 2,643,645 2,643,645
of S$ 1 each fully paid in Petroleum Specialities
Pte. Limited, Singapore
(ii) 1 (Previous year 1) Shares of AED 150,000 each fully 1,967,274 1,967,274
paid in Poweroil Specialities Products FZE, Sharjah
(iii) 16,353,875 shares (Previous year 7,276,800) of Uniflex 827,033,566 365,062,732
Cables Limited of Rs. 10 each, fully paid up (quoted)
2,600,000 Fully Convertible Warrants of Uniflex Cables
Limited (Face Value Rs. 42.50 each)
Partly paid Rs. 4.25 each 18,388,201 18,388,201
850,032,686 388,061,852
C. Trade:
In Equity Shares:
(i) Joint Venture
3,383,625 shares (Previous year 2,092,375) of Apar
Chematek Lubricants Limited of Rs. 10 each, fully paid up 33,836,250 20,923,750
D. Non Trade:
4,200 Shares of Natpur Co-operative Bank Limited of
Rs. 50 each 210,000 210,000
34,046,250 21,133,750
II. Current (At lower of cost and market value)
Units of Mutual Fund:
(i) NIL Units of Rs. 10 each (Previous year 52,672 units) in - 526,897
ING Vysya Liquid Fund Institutional-Daily dividend option
(ii) NIL Units of Rs. 10 each (Previous year 93,783 units) - 1,185,429
in Principal Floating rate fund FMP - Institutional option
growth plan
(iii) NIL Units of Rs. 10 each (Previous year 105,784 units) in - 1,066,400
HDFC Floating rate Income Fund
(iv) NIL Units of Rs. 1,000 each (Previous year 546 units) in - 519,428
UTI Liquid plus Fund Institutional-Daily dividend option
(v) NIL Units of Rs. 10 each (Previous year 50,565 units) in - 505,756
ICICI Prudential Floating rate plan - daily dividend
- 3,803,910
Total 884,096,176 413,016,752

32 Apar Industries Limited

Schedules annexed to and forming part of the Balance Sheet
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees Rupees

SCHEDULE “7” - INVESTMENTS - (At Cost) (Contd.)

Aggregate book value of unquoted investments 57,062,610 44,150,110
Aggregate book value of quoted investments and investments in
mutual funds 827,033,566 368,866,642
Aggregate market value of quoted investments and investments in
mutual funds 144,731,794 306,192,465

Investments purchased and sold during the year Units Units

Purchased Sold
(i) Religare Mutual Fund- Liquid Fund 2,749,092 2,749,092
(ii) Reliance Mutual Fund - Floating rate daily dividend 8,462,491 8,462,491
(iii) Tata Mutual Fund - Liquid Super High daily dividend 35,890 35,890
(iv) Kotak Mutual Fund - Liquid Institutional daily dividend 9,718,971 9,718,971
(v) DWS Insta cash plus fund Reg. plan - Daily dividend 3,155,033 3,155,033
(vi) Sunderam SBNPP Ultra st. fund retail growth 1,815,459 1,815,459
(vii) Birla Sunlife income plus 632,223 632,223
(viii) ICICI Liquid Plan 1,687,550 1,687,550
(ix) ICICI Liquid I (Institution) Daily Dividend 25,000 25,000

SCHEDULE “8” - INVENTORIES

(At lower of cost and net realisable value)
Stores and spare parts 82,709,762 56,829,953
Raw materials and components # 2,173,523,420 1,887,933,261
Work-in-progress 298,680,897 225,370,525
Finished goods* 419,989,719 504,769,591
Total 2,974,903,798 2,674,903,330
# Including Raw materials in transit Rs. 679,137,020
(Previous year Rs.897,213,805)
* Including stock of traded goods Rs. 17,442,147
(Previous year Rs.11,203,352)

SCHEDULE “9” - SUNDRY DEBTORS

Debts outstanding for a period exceeding six months

Secured
Considered good 233,927 211,579
Unsecured
Considered good 791,744,098 296,013,520
Considered doubtful 19,866,313 5,396,889

811,844,338 301,621,988
Other debts - Considered good
Secured 1,969,558 1,910,193
Unsecured 3,957,946,928 3,580,952,098

3,959,916,486 3,582,862,291
Less: Provision for doubtful debts 19,866,313 5,396,889
Total 4,751,894,511 3,879,087,390

Annual Report 2008-09 33

Schedules annexed to and forming part of the Balance Sheet
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees Rupees

SCHEDULE “10” - CASH AND BANK BALANCES

Cash on hand 891,352 781,279
Fund in Transit 9,143,586 1,036,210

Balances with Scheduled Banks :

– in current accounts 1,464,317,409 573,999,774
– in cash credit accounts 1,441,985,757 -
– in deposit accounts 13,879,999 163,562,877
– in margin money accounts* 3,066,764,596 4,114,420,737

5,986,947,761 4,851,983,388
Total 5,996,982,699 4,853,800,877
* Against Letters of Credit for Company’s imports of raw material

SCHEDULE “11” - LOANS AND ADVANCES

Unsecured, considered good, unless otherwise stated
Loans & advances to subsidiary companies* 134,204,021 2,379,279
Advances recoverable in cash or in kind or for value to be received**
Considered good 1,287,199,424 967,379,455
Considered doubtful 8,275,000 8,275,000
1,429,678,445 978,033,734
Less: Provision for doubtful advances 8,275,000 8,275,000
1,421,403,445 969,758,734
Advance money against Investment held in Escrow account - 209,446,653
Balances with Excise Department:
– in current account 80,135 666,890
Advance payments of tax less provisions 194,973,317 -
Interest accrued but not due on deposits/margin monies 48,751,799 75,487,596
Mat Credit Entitlement 2,350,000 -
Total 1,667,558,696 1,255,359,873

* Maximum amount outstanding during the year Rs. 617,897,131 (previous year Rs. 2,379,279)/Receivable at call
** Includes Rs. 3,975,095 being excise/custom duty paid under protest (Previous year Rs. 5,613,819)
** Includes Rs. 6,110,417 being sales tax paid under protest (Previous year Rs.6,110,417)
SCHEDULE “12” - CURRENT LIABILITIES
Sundry creditors (Refer Note 5 of Schedule 22)
- Total outstanding dues of Micro, Small and Medium Enterprises 11,636,535 2,204,518
- Total outstanding dues of creditors other than Micro, Small and
Medium Enterprises 11,938,852,279 9,348,658,961
[Includes dues to subsidiary company Rs. 36,030,821
(Previous year Rs. NIL)]
Other liabilities 1,833,694,794 847,251,417
Unclaimed dividend (to be credited to Investor Education and - 382,869
Protection Fund when due)
Book overdraft - 59,799,371
Interest accrued but not due on loans 50,832,749 61,154,383
Total 13,835,016,357 10,319,451,519

34 Apar Industries Limited

Schedules annexed to and forming part of the Balance Sheet
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees Rupees

SCHEDULE “13” - PROVISIONS

Gratuity
– In respect of Directors 1,926,076 1,576,638
– Others 964,743 -
Accumulated and unavailed leave 14,062,770 10,087,652
Provision for Income tax (net of advance payments) - 17,076,580
Proposed dividend - 129,344,124
Tax on proposed dividend - 21,982,034
Total 16,953,589 180,067,028

SCHEDULE “14” - MISCELLANEOUS EXPENDITURE

(to the extent not written off or adjusted)
Voluntary Retirement Compensation
Opening Balance 28,963,562 42,524,809
Add: Incurred during the year - 3,840,623
Less: Amortized during the year (17,401,870) (17,401,870)
11,561,692 28,963,562
Total 11,561,692 28,963,562

Schedules annexed to and forming part of the Profit and Loss Account
2008-09 2007-08
Rupees Rupees Rupees
SCHEDULE “15” - SALE OF GOODS, SERVICES
AND RELATED RECOVERIES (NET OF EXCISE)
Sales 24,859,483,374 17,877,259,513
Less: Excise duty (2,258,458,836) (1,768,430,298)
22,601,024,538 16,108,829,215
Sale of traded goods 422,292,260 124,975,333
Sale of raw materials 119,939,063 127,773,124
Scrap sales 26,878,540 40,176,928
Export benefits 267,332,968 118,286,512
Rebate/refund of excise duty on deemed/physical exports 791,262,013 242,933,663
Transport charges recovered 398,262,275 322,946,531
Processing and other service charges 7,135,742 16,981,786
Total 24,634,127,399 17,102,903,092

SCHEDULE “16” - OTHER INCOME

Sale of power generated by Wind Mill - 7,061,219
Commission 1,806,212 1,428,531
Lease Rent 1,995,800 -
Profit on sale/ disposal of fixed assets (Net) 3,700,692 7,548,600
Provision for expenses no longer required/ sundry
balances, written back 1,835,350 21,720,486
Profit on sale of current investments 1,027,749 2,962,444
Dividend on current investments 185,493 2,622,666
Sundry Income 52,678,995 12,796,989
Total 63,230,291 56,140,935

Annual Report 2008-09 35

Schedules annexed to and forming part of the Profit and Loss Account
2008-09 2007-08
Rupees Rupees Rupees

SCHEDULE “17” - OPERATING AND OTHER EXPENSES

Raw materials and components consumed* 20,720,809,669 13,561,054,874
Purchase of traded goods 415,186,855 111,914,153
Excise duty adjustment of finished goods stock 2,763,450 7,953,578
Power, electricity and fuel 286,519,450 291,187,398
Stores, spare parts** 75,523,633 74,198,615
Packing Material 710,126,788 485,717,938
Storage charges 48,584,816 25,737,794
Processing charges, Fabrication & Labour Charges 147,844,025 139,444,602
Repairs and maintenance:
– Buildings 2,073,914 6,727,509
– Plant and machinery 11,546,290 30,409,537
– Others 11,464,664 9,044,181
25,084,868 46,181,227
Insurance 31,279,978 31,439,136
Rent 7,731,341 6,549,681
Rates and taxes 10,743,230 15,674,938
Payment to and provision for employees :
Salaries, wages and bonus 154,182,795 148,840,966
(Refer Note 4(A) of Schedule 22)
Contribution to provident and other funds 17,214,509 19,192,721
(including unquantified gratuity in respect of a director)
Provision for gratuity in respect of directors 349,438 429,500
Workmen and staff welfare expenses 17,806,133 14,407,467
189,552,875 182,870,654
Directors’ sitting fees 547,500 677,500
Commission to Chairman, Managing Director and Joint
Managing Director (Refer Note 4(B) of Schedule 22) - 19,553,988
Lease rentals 1,338,300 1,397,401
Freight outward 789,022,514 659,008,355
Commission on sales 101,155,610 108,011,315
Discounts and rebates 41,416,711 35,399,347
Advertisement expenses 1,689,172 1,913,606
Donations 259,500 22,350
Legal and Professional fees 35,394,932 29,335,798
Royalty 59,980,689 6,263,849
Miscellaneous expenses 247,221,055 160,804,969
Bad debts and advances written off (net) - 66,928,675
Less: Provision for doubtful debts utilised - (24,606,171)
- 42,322,504
Provision for doubtful debts / advances (net) 14,469,424 10,525,233
Bank charges and commission 197,614,647 117,348,739
Total 24,161,861,032 16,172,509,542
* includes gain on derivative contract Rs. 34,531,629
(Previous year loss of Rs. 58,942,812).
** include stores and spares consumed for repairs and maintenance
of plant and machinery, not separately ascertained.

36 Apar Industries Limited

Schedules annexed to and forming part of the Profit and Loss Account
2008-09 2007-08
Rupees Rupees Rupees

SCHEDULE “18” - DECREASE/(INCREASE) IN STOCKS

Opening stock of finished goods, work-in-progress and scrap 730,140,116 761,441,959
Adjustment to stock pertaining to Polymer business sold as slump sale - 217,499,325
Closing stock of finished goods, work-in-progress and scrap 718,670,616 730,140,116
Total 11,469,500 (186,197,482)

SCHEDULE “19”-INTEREST AND DISCOUNTING CHARGES (NET)

On loans for fixed periods 32,437,327 27,727,572
On other loans / facilities 703,307,426 447,338,967
735,744,753 475,066,539
Less: Interest earned- gross (tax deducted at source
Rs. 86,756,218 (Previous year Rs.23,730,704)
On bank deposits* (410,342,205) (118,578,172)
Others (12,913,102) (743,426)

(423,255,307) (119,321,598)
Total 312,489,446 355,744,941

* Mainly on margin monies held against letter of credit for Company’s import of raw material

SCHEDULE “20” - EXCEPTIONAL ITEMS (NET) - (INCOME) / EXPENSE

Amortisation of Voluntary Retirement Scheme compensation 17,401,870 17,401,870
Storage charges - 21,000,000
Total 17,401,870 38,401,870

SCHEDULE “20A” - EXTRAORDINARY ITEMS (NET) - (INCOME) / EXPENSE-NET OF TAX

Profit on sale of Polymer Business - (82,585,300)
Profit on sale of Development Rights - (303,699,064)
- (386,284,364)
Less: Income Tax - 63,237,221

Total - (323,047,143)

Annual Report 2008-09 37

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “21” SIGNIFICANT ACCOUNTING POLICIES
1. Basis of Preparation of financial statements:-
The financial statements are prepared on accrual basis under the historical cost convention and comply in all material
aspects with the generally accepted accounting principles in India, the Accounting Standards prescribed under section
211(3C) of the Companies Act,1956 and the applicable provisions thereof.
2. Use of estimates:-
The preparation of financial statements is in conformity with generally accepted accounting principles (“GAAP”) which
requires the management of the Company to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ
from those estimates. Any revision to accounting estimates is recognized prospectively in current and future periods.
3. Significant accounting policies:-
(A) Fixed assets, Depreciation and Amortization:-
(i) Fixed assets are stated at cost of acquisition / construction (net of CENVAT) less accumulated depreciation. Cost
includes purchase price and other costs attributable to acquisition / construction of fixed assets.
(ii) Depreciation on assets is provided at the rates and in the manner prescribed under Schedule XIV of the Companies
Act, 1956 (except as stated in (iii) below):
(a) in respect of assets of Polymers Division at Valia, on straight line method, and;
(b) in respect of assets of other Divisions, on written down value method except in respect of building and
plant and machinery purchased after 30.4.1987, which are depreciated on straight line method.
(c) Capital Expenditure in respect of which ownership does not vest with the Company is amortized over a
period of five years. Leasehold land is amortized over the period of lease.
(d) Certain items of plant and machinery which have been considered to be continuous process plant by the
management are depreciated at the prescribed rates.
(iii) In the cases where the estimated useful life of the asset is less as compared to useful life estimated in Schedule
XIV of the Companies Act, 1956, such assets are depreciated at rates higher than those prescribed under
Schedule XIV of the Companies Act, 1956.
Asset Rate
Factory building at Nalagarh Over the lease period
(iv) In respect of assets costing less than Rs.5,000 each and temporary structures, 100% depreciation is provided in
the year of addition.
(v) Borrowing costs attributable to acquisition/construction of qualifying assets within the meaning of the accounting
standard 16 on “borrowing costs” are capitalised as a part of the cost of fixed assets.
(vi) Pre-operation expenses including trial run expenses (net of revenue) are capitalized.
(B) Impairment of assets: -
The Company assesses, at each balance sheet date, whether there is any indication of impairment of the carrying
amount of the Company’s assets. An impairment loss is recognized in the profit and loss account wherever the
carrying amount of the assets exceeds its estimated recoverable amount. The recoverable amount is greater of the
net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their
present value, based on an appropriate discounting factor. Impairment losses are recognized in the profit and loss
account. The impairment loss recognized in prior accounting period is reversed if there has been change in recoverable
amount.
(C) Investments: -
All long term investments are stated at cost. Provision for diminution in value of long term investments is made if it
is other than temporary in nature. Current investments are valued at lower of cost and market value.
(D) Inventories :-
Inventories are valued at lower of standard cost or net realizable value. Cost includes material cost, cost of labour
and attributable manufacturing overheads. Cost of materials is arrived at on weighted average basis. Inventory of
scrap is valued at estimated realisable value. Inventories of Finished Goods include excise duty as applicable.
(E) Government Grants: -
(i) Government grants are recognised in the financial statements when they are received and there is reasonable
assurance that the Company will comply with the conditions attached to them.

38 Apar Industries Limited

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “21” SIGNIFICANT ACCOUNTING POLICIES
(ii) Government grants, which are in the nature of refundable interest free loans received from government/
semi-government authorities, are credited to secured/unsecured loans.
(iii) Government grants which are in the nature of subsidies received from government/semi-government authorities
and which are non-refundable are credited to reserves.
(F) Employee stock options:-
In respect of the employee stock options, the excess of fair price on the date of grant over the exercise price is
recognized as deferred compensation cost amortized over vesting period.
(G) Voluntary Retirement Schemes:-
Compensations paid under voluntary retirement schemes are amortized over a period not exceeding 5 years, up to
31st March,2010.
(H) Enterprise Resource Planning Cost:
Cost of implementation of ERP Software including all related direct expenditure is amortized over a period of 5 years
on successful implementation.
(I) Share Issue Expenses:
Share issue expenses are written off against share premium account if any or amortized over a period of 5 years.
(J) Revenue recognition: -
(i) Sale of goods is recognised on despatch to customers and on date of shipment in case of exports. Sales exclude
amounts recovered towards sales tax and excise duty and is net of returns.
(ii) Price variation claims are accounted in accordance with the terms of contract and/or upon admittance by
customers.
(iii) Dividend income on investment is recognised when the right to receive payment is established.
(iv) In respect of service activities, income is recognised as and when services are rendered.
(v) Lease rental on operating lease is accounted on accrual basis.
(K) Post-employment benefits:
Defined Contribution Plans: In respect of the Company’s provident fund scheme, the Company makes specified
monthly contributions towards employee provident fund directly to the Government under the Employees Provident
Fund Act, 1952 and is not obliged to bear the shortfall, if any, between the return on investments made by the
Government from the contributions and the notified interest rate. In respect of the Company’s approved superannuation
scheme, the Company makes specified contributions to the superannuation fund administered by the Company and
the return on investments is adequate to cover the commitments under the scheme. The Company’s contribution
paid/payable under these schemes is recognized as expense in the profit and loss account during the period in which
the employee renders the related service.
Defined Benefit Plans: In respect of the Company’s gratuity and leave wages schemes, the present value of the
obligation under such scheme is determined based on actuarial valuation using the Projected Unit Credit Method.
The discount rates used for determining the present value of the obligation is based on the market yields on
Government securities as at the balance sheet date. Actuarial gains and losses are recognized immediately in the
Profit & Loss Account. Long term compensated absences are provided for based on actuarial valuation, made at the
year end, by independent actuaries.
(L) Translation of foreign currency :-
(i) The Company translates foreign currency transactions during the year, at the conversion rates prevailing on
transaction dates.
(ii) Monetary items remaining unsettled at the year end are translated / reported at the year end rate. Exchange
differences arising on such revaluation are recognised in the Profit and Loss Account.
(iii) Non-Monetary items (other than fixed assets) are reported at the exchange rate at which they are accounted.
(iv) In case of forward contracts, premium on the forward contracts is recognized as income or expense over the life
of the contract.
(M) Hedging transactions (Metals):-
All gains or losses in respect of hedging transactions are recognised in the financial statements on settlement/
squaring off. Commission etc. in respect of such transactions is accounted on accrual basis.

Annual Report 2008-09 39

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “21” SIGNIFICANT ACCOUNTING POLICIES
(N) Export benefits/Incentives: -
The Company accounts for excise duty rebate on deemed and physical exports, duty entitlements and Focus benefits
on physical exports on accrual basis. Premium on special import licence is credited in the accounts as and when
realised. The benefits in the form of entitlements to Advance Licenses for duty free import of raw materials in
respect of exports made are accounted when such imports are made.
(O) Claims against the Company not acknowledged as debts: -
The demands under disputed showcause notices / orders of statutory authorities are provided in the accounts on the
basis of management’s estimate and the balance, if any are included in contingent liability.
(P) Taxes on income:-
Provision for taxation is made for both current and deferred taxes. Provision for current tax is made, at current rate
of tax, based on assessable income. Deferred tax resulting from timing differences between the book profits and the
tax profits is accounted for to the extent that the timing differences are expected to crystallize.
Deferred tax assets are not recognised on unabsorbed depreciation and carry forward losses unless there is virtual
certainty that sufficient future taxable income will be available against which such deferred tax assets will be
realized.
(Q) Provision for contingencies:-
A provision is recognized when there is a present obligation as a result of a past event, it is probable that an outflow
of resources will be required to settle the obligation and in respect of which reliable estimates can be made.
Disclosure of contingent liability is made when there is a possible obligation or a present obligation that may but
probably will not require an outflow of resources. When likelihood of such outflow is remote, no provision or
disclosure is made. Provision arising from litigations, assessments by statutory authorities, etc. is made when the
Company based on legal advise wherever necessary estimates that the liability has been incurred and the amount
can be reasonably estimated.

SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS

As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees
1. Contingent liabilities not provided for:
(a) Bills of exchange discounted 1,584,082,553 396,549,670
(b) Taxation:
Disputed demands of income tax 201,742 5,389,147
(c) (i) Guarantee given by the Company for credit facilities enjoyed by
Petroleum Specialities Pte. Ltd. a Wholly Owned Subsidiary 354,620,000 359,730,000
(ii) Guarantee given by the Company for credit facilities enjoyed by
Uniflex Cables Limited, a subsidiary company. 1,250,000,000 750,000,000
(d) Claims against the Company not acknowledged as debts -
(i) Demand/ Show cause-cum-demand notices received and contested
by the Company with the relevant appellate authorities:
Excise Duty (also refer note below) 3,433,948 9,265,168
Service Tax 1,984,896 1,984,896
Custom duty 31,004,925 30,217,798
Sales tax 59,080,673 231,717,799
(ii) Arbitration award regarding dispute of alleged contractual non
performance by the company, against which the Company is in
appeal before Mumbai High Court. 61,048,671 56,465,436
(iii) Interest on delayed payment of Excise duty, (which duty payment
was revenue neutral) on certain Deemed Exports as per
settlement commission’s order against which the Company is in
appeal before Mumbai High Court. 44,507,841 44,507,841
(iv) Demand/ charges levied by the Local Authorities 2,000,000 20,259,237
(v) Labour matters 16,431,439 16,431,439

40 Apar Industries Limited

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees
2. Estimated amount of contracts remaining to be executed 5,520,244 3,864,149
on capital account and not provided for (Net of advances)
3. (A) Auditors’ remuneration (excluding service tax):
i) For Audit fees 2,900,000 2,900,000
ii) Other services (Previous year includes
Rs. 10 lacs for Polymer division special audit) 100,000 1,100,000
iii) Out of pocket expenses 22,100 35,000
Total 3,022,100 4,035,000
(B) Cost auditors’ remuneration (excluding service tax):
i) For Audit fees 65,000 50,000
ii) Out of pocket expenses - 1,025
Total 65,000 51,025
4. Payment to directors:
A. Remuneration to directors
Directors’ sitting fees 547,500 677,500
Salaries and other benefits / amenities 5,643,059 8,695,515
Provision for gratuity (ascertained on arithmetical basis) 349,438 429,500
Commission as per item B below - 19,553,988
Total 6,539,997 29,356,503
Note:
In the case of personal use of Company’s cars, recoveries have been made
from the Directors on the basis of the Income-tax Rules, 1962, which the
Company considers as adequate and reasonable.
B. Computation of net profit under Section 198 of the Companies
Act, 1956 and commission payable to the directors:
Net profit before tax as per profit and loss account 84,209,957 1,025,960,854
Add:
Depreciation charged in accounts 109,925,885 138,908,662
Directors’ remuneration (other than commission) 6,539,997 9,802,515
Provision for bad debts/advances
(adjusted for provisions utilised/written back) 14,469,424 (14,080,938)
Directors’ commission - 19,553,988
130,935,306 154,184,226
215,145,262 1,180,145,080
Less:
Depreciation as per Section 350 109,925,885 138,908,662
Wealth-tax for the year 200,000 200,000
Profit on sale of Polymer Unit - 82,585,300
Profit on sale of Development Rights - 303,689,064
Profit on sale of Investments and Dividend 1,213,242 2,962,444
111,339,126 528,345,470
Net profit as per Section 198 of the Companies Act, 1956 103,806,137 651,799,612
Commission @ 1% each for Chairman, Managing Director and
Joint Managing Director * - 19,553,988
* The Company is advised that remuneration to Chairman, Managing Director
and Joint Managing Director be restricted to maximum ceiling permitted
under Schedule XIII, Part II, Section II, Para 1(A) of the Companies Act,
1956 and they are not eligible for commission on net profit. Accordingly, no
commission is payable to them for the current year.

Annual Report 2008-09 41

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees
5. Disclosure required under the Micro, Small and Medium
Enterprises Development Act, 2006 are given as follows:
(a) (i) Principal amount outstanding as on March 31, 2009. 11,618,284 2,204,518
(ii) Interest due on the above. 18,251 -
(b) Interest accrued and remaining unpaid at the end of the year 18,251 1,390
(c) Amount of interest due and payable for the year of delay
in making payment without adding the interest specified
under the act - -

The above information and that given in Schedule “12” - Current Liabilities
regarding micro enterprises and small enterprises has been determined
on the basis of information available with the Company.
6. As per the Revised Accounting Standard 15 “ Employees Benefits”,
the disclosure of employee benefits as defined in the Accounting
Standard are given below :
Defined Contribution Plan
Contributions to Defined Contribution Plan, recognised as expense for the year are as under:

2008-09 2007-08
Rupees Rupees
Employer’s Contribution to Government managed Provident
Fund and Family Pension Fund 8,692,975 8,455,743
Employer’s Contribution to Superannuation Fund 4,380,197 3,611,817
Defined Benefit Plan
The employees’ gratuity fund scheme managed by a Trust is a defined benefit plan. The present value of obligation is
determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service
as giving rise to addiional unit of employee benefit entitlement and measures each unit separately to build up the final
obligation. The obligation for leave encashment is recognized in the same manner as gratuity.
(i) Changes in Defined Benefit Obligation during the year

(Rupees in Lacs) (Rupees in Lacs)

2008-2009 2007-2008
Leave Leave
Gratuity Encashment Gratuity Encashment
(Funded) (Unfunded) (Funded) (Unfunded)
Defined Benefit obligation at beginning of the year *228.72 100.88 270.50 125.73
Current Service Cost 16.85 8.33 16.38 2.60
Interest Cost 19.08 7.80 21.30 7.86
Actuarial (gain) / loss 23.59 47.08 35.45 24.71
Benefits paid (14.07) (23.46) (41.30) (60.03)
Defined Benefit obligation at end of the year 274.17 140.63 302.33 100.87

* excludes fund aggregating Rs. 7,361,301 in respect of Polymer business sold in the previous year, to be transferred to
a recognised Gratuity Fund of buyer.

42 Apar Industries Limited

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)
(ii) Changes in fair value of Plan Assets
(Rupees in Lacs) (Rupees in Lacs)
2008-2009 2007-2008
Leave Leave
Gratuity Encashment Gratuity Encashment
(Funded) (Unfunded) (Funded) (Unfunded)
Fair value of plan assets at beginning of the year * 228.72 - 270.50 -
Expected return on plan assets 19.53 - 24.35 -
Actuarial gain / (loss) 2.87 - (5.81) -
Employer Contribution 27.47 23.46 54.59 60.03
Benefit paid (14.07) (23.46) (41.30) (60.03)
Fair value of plan assets at year end 264.52 - 302.33 -
Actual return on plan assets 21.40 - 18.54 -

* excludes fund aggregating Rs. 7,361,301 in respect of Polymer business sold in the previous year, to be transferred
to a recognised Gratuity fund of buyer.
(iii) Net Asset / (Liability) recognised in the Balance Sheet as at March 31, 2009

(Rupees in Lacs) (Rupees in Lacs)

2008-2009 2007-2008
Leave Leave
Gratuity Encashment Gratuity Encashment
(Funded) (Unfunded) (Funded) (Unfunded)

Fair Value of plan assets 264.52 - 302.33 -

Present value of obligation 274.17 140.63 302.33 100.87
Amount recognised in Balance Sheet 9.65 140.63 NIL 100.87
(iv) Expense recognised during the year
(Rupees in Lacs) (Rupees in Lacs)
2008-2009 2007-2008
Leave Leave
Gratuity Encashment Gratuity Encashment
(Funded) (Unfunded) (Funded) (Unfunded)
Current Service Cost 16.85 8.33 16.38 2.60
Interest Cost 19.08 7.80 21.30 7.86
Expected return on plan assets (19.53) - (24.35) -
Net Actuarial (gain) / loss 20.72 47.08 41.26 24.71
Net Cost 37.12 63.21 54.59 35.17
(v) Actuarial Assumptions
Leave Leave
Gratuity Encashment Gratuity Encashment
(Funded) (Unfunded) (Funded) (Unfunded)
Mortality Table (LIC) 1994-96 1994-96 1994-96 1994-96
(Ultimate) (Ultimate) (Ultimate) (Ultimate)

Discount rate (per annum) 7.5% 7.5% 8% 8%

Expected rate of return on plan assets
(per annum) 8% - 8% -
Rate of escalation in salary
(per annum) 5% 5% 5% 5%
Attrition rate 2% 2% 2% 2%

Annual Report 2008-09 43

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)
(vi) Broad Category of Plan Assets relating to Gratuity on a percentage of total Plan Assets
Particulars: Percentage (%) Percentage (%)
Public Securities 0.73 4.92
Special Deposit Schemes 9.11 36.92
State Govt. Securities 0.37 0.43
Private Sector Securities 68.33 44.89
Fixed Deposit with bank 7.28 -
Others (including bank balances) 14.18 12.84
100.00 100.00
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority,
promotions and other relevant factors including supply and demand in the employment market. The above information
is certified by the actuary.
The expected rate of return on plan asset is determined considering several applicable factors, mainly the composition of
plan assets held, assessed risks, historical results of return on plan assets and the Company’s policy for plan asset
management.
During the year, the charge in gratuity is higher by Rs. 9.65 Lacs (previous year - Nil) being increase in liability for
retirement/post retirement employee benefits arising from revision of assumptions used by actuary for actuarial valuation.
During the year, the charge in leave encashment is higher by Rs. 3.40 Lacs (previous year - Nil) being increase in liability
for retirement/post retirement employee benefits arising from revision of assumptions used by actuary for actuarial
valuation.
7. (I) Category wise quantitative data about derivative instruments outstanding as at 31st March, 2009
Type of Instrument Nos. Mt. Amount $/Euro Amount INR
(a) In respect of Commodity
Futures at London Metal Exchange ( in Mt.) - USD 108 25,100 67,674,053 3,428,367,512
68 (20,925) (57,394,260) (2,292,613,719)
(b) In respect of Foreign currency
Forward contracts - buy contracts - USD 62 146,327,135 7,412,932,659
(27) (83,442,884) (3,333,126,001)
Forward contracts - sale contracts - EURO 1 500,000 33,714,000
- - - -
Currency Swap - EURO/USD - EURO 10 12,965,000 874,204,020
- - - -
Options 1 6,000,000 303,960,000
(3) (24,500,000) (978,652,500)
(II) All the derivative instruments entered by the Company during
the year were for hedging purpose and not for anyspeculative purpose.
(III) Unhedged foreign currency exposure as at 31st March, 2009
In US $ 25,427,656 1,288,165,028
(82,861,417) (3,309,899,302)
In Euro (3,283,577) (221,405,012)
(80,528) (5,082,145)
(iv) Premium in case of forward contracts not expired and
pertaining to the future period 49,427,415
(10,381,672)
(Figures in bracket are for year ended 31.03.2008)
7A. The Company has entered into non-speculative commodity forward contract in order to hedge its exposure to fluctuations
in the metal prices against requisite firm price sales contract (received / to be received ) for its conductor segment. The
mark to market loss on such contract, in accordance with the announcement dated March 28, 2008, issued by the
Institute of Chartered Accountants of India, amounting to Rs. 171,32.36 lacs as at March 31, 2009, has not been
provided in the Accounts, as in the opinion of the management such loss is notional in nature and the said loss would get
extinguished on excecution of firm sale price orders corresponding to these commodity forward contracts. The mark to
market loss in respect of outstanding contracts as on June 23, 2009 is Rs. 104,00 lacs.

44 Apar Industries Limited

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)
8. Investment in Uniflex Cables Limited, a subsidiary Company as at March 31, 2009, (UCL) :-
(a) On successful completion of open offer, the Company has acquired control on 6th August, 2008.
(b) As at 31.03.2009, the investment in UCL represent –
(i) 58,76,800 shares allotted on conversion of Fully convertible Debentures and Equity Warrants
(ii) 14,00,000 shares alloted on conversion of Equity Warrants (face value Rs. 42.50) issued on preferential basis.
(iii) 40,81,000 shares purchased from promoters of UCL.
(iv) 49,96,075 shares purchased through open offer.
(c) 26,00,000 Equity Warrants of UCL (face value Rs. 42.50) issued to the Company on preferential basis will be
converted into equal numbers of equity shares at a price of Rs. 42.50. As at March 31, 2009, Rs. 4.25 per warrant
has been paid. The balance of Rs. 38.25 per warrant aggregating to Rs. 994.50 lacs will be paid on conversion.
(d) The Company has an equity investment of Rs. 8,454.22 lacs in Uniflex Cables Limited, a subsidiary company (“UCL”),
and loans and advances recoverable from UCL aggregate Rs. 1,294.67 lacs as at March, 2009. After the Company
got actually involved in day to day affairs of Uniflex Cables Ltd. (Subsidiary) in September 2008, the Company has
taken various steps in area of its productivity, debottlenecking of manufacturing facility , expansion of production
line and market, strengthening of managerial resources etc. and losses incurred by the Subsidiary thereafter are
reducing gradually. The company is of the veiw that these steps will result in substantial improvement in future
earning of the subsidiary . Accordingly , the Company is of the opinion that the diminution in value of company’s
investment in the Subsidiary is temporary and does not require any provision for its impairment. Further, loans and
advances given to “UCL” are good and fully recoverable.
9. (a) Disclosure of significant leasing arrangements as required by Accounting Standard (AS) 19 ‘Leases’ in respect of
machineries given on Operating lease to Uniflex Cables Limited
(i) Operating lease income recognised in the Profit and Loss Account Rs. 1,995,800
(ii) Depreciation recognised in the Profit and Loss Account includes a charge on
account of assets given on operating lease. Rs. 203,432
(iii) The following are the assets given on operating lease:
As at 31.03.2009

Gross Accumulated
Block Depreciation
In Rupees In Rupees
Machinery & Equipment 32,900,000 203,432
(iv) Significant leasing arrangements
The agreements provide for early termination by the Company after giving
six month’s notice and restricted to sub-lease.
(b) Disclosures in respect of manufacturing Land site taken on lease:
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees
(i) Lease rentals recognised in the Profit and Loss Account 1,338,300 1,397,401
(ii) Lease agreements for leasehold land of manufacturing site are for
period ranging between 7 to 9 years and, are renewable for rental
increase. The company has given refundable interest free security
deposits under these agreements and cannot transfer, assign or
sub lease the land to others.
(iii) Future minimum lease payments under non-cancellable agreements

Not later than one year 1,440,915 1,434,300

Later than one year and not later than five years 4,078,078 5,293,441

Later than five years 296,335 521,887

Annual Report 2008-09 45

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)

10. The Company’s share of each of assets, liabilities, income and expenses etc. related to its interest in “Apar Chematek
Lubricants Limited” a 50:50 Joint Venture Company based on the audited financial statement are as under:

1) Fixed Assets - Rs. 1,414,332, 2) Cash & Bank Balance - Rs. 1,935,764, 3) Loans & Advances - Rs. 3,338,966,
4) Deferred Tax Asset - Rs. 13,092,116, 5) Unsecured Loan - Rs. 3,500,000, 6) Current Liabilities - Rs. 8,379,199,
7) Income - Rs. 3,349,621, 8) Operating & other expenses - Rs. 23,844,559, 9) Employee Cost - Rs. 10,568,944,
10) Interest - Rs. 280,377, 11) Depreciation - Rs. 295,420, 12) Contingent Liability - Rs. Nil.

11. The compensation committee of directors (CCD) of the Company, in its meeting held on May 27, 2008 have granted
175,150 options at exercise price of Rs. 207.05 per option to eligible employees/Directors. The above options will vest in
three instalments (1/3rd each) on May 27, 2009, May 27, 2010 & May 27, 2011 respectively.

12. (a) In the Previous year ‘Exceptional items’ include a charge of Rs. 210 lacs arising out of a litigation relating to earlier
years.

(b) In the Previous year ‘Extraordinary items’ comprise (i) a profit of Rs. 2,985.95 Lacs (net of tax) arising from
Development Agreement entered with the Developer for the grant of development rights in their favour in respect of
the Company’s property situated at Mahul, Chembur, Mumbai, (ii) a profit of Rs. 244.52 lacs (net of tax) as stated in
note 14 below.

13. The exchange rate differences arising on purchases/vendor balances and those on account of sales/receivables have
been grouped under ‘Raw Material Consumed’ and ‘Sales’ respectively. Similarly exchange rate differences on other
transactions have been grouped under ‘Other Expenses’ or ‘Other Income’, as the case may be. The net exchange
difference loss so grouped, for the year is Rs.12,900.49 lacs .(Previous Year loss of Rs.2,235.13 lacs)

14. In the previous year, in terms of the shareholders’ approval regarding sale of polymer business at Valia (Polymer
division), the Company exited from the Polymer business by selling its Polymer division, as a going concern, to Eliokem
India Private Limited (Eliokem) on a slump sale basis w.e.f. 16th February, 2008 for a total consideration of Rs. 9,231.50
lacs (net). The pre-tax profit and related tax is as follows:
Rs. In Lacs
Pre- tax profit 825.85
Income Tax (581.33)
Profit after tax 244.52
The asset, liabilities transferrred to Eliokem as at 15th February, 2008 and revenue and expenses for the period ended
upto 15th February, 2008 contains following amounts relating to discontinued operations of polymer unit.

Particulars For the For the year

period ended year ended
15.02.2008 31.03.2007
Revenue 1,758,613,776 1,333,054,539
Expenditure 1,641,699,000 1,298,995,158
Profit before tax 116,914,776 34,059,381
Profit after tax 77,175,444 22,594,993

Particulars As at As at
15.02.2008 31.03.2007
Total Assets 1,543,905,311 1,494,631,093
Total Liabilities 747,941,590 510,165,539
795,963,721 984,465,554
Profit after tax attibutable to discontinued operation of the Company has been calculated using the statutory tax rates for
the respective years.

46 Apar Industries Limited

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)
15. Related party disclosures
A. List of Related Parties
a) Subsidiary Companies:
(1) Petroleum Specialties Pte. Limited, Singapore
(2) Power Oil Specialities Pte. FZE ,Sharjah
(3) Quantum Apar Speciality Oil Pty. Ltd (Subsidiary of Petroleum Specilaties Pte. Limited)
(4) Uniflex Cables Limited
(5) Marine Cables & Wires Private Limited (Subsidiary of Uniflex Cables Limited)
b) Joint Venture Company:
Apar Chematek Lubricants Limited
c). Key Managerial Personnel:
Mr. K. N. Desai - Managing Director
Mr. C. N. Desai - Jt. Managing Director
d) Chairman having significant influence:
Dr. N. D. Desai - Non executive Chairman
e) Relatives of Key Managerial Personnel
Mrs. Noopor Kushal Desai
Mrs. Vineeta R. Srivastava
Mr. Rishabh K. Desai
Mrs. Jinisha C. Desai
Ms. Gaurangi K. Desai
Mrs. M. N. Desai
Mr. Rajeev Srivastava
Mr. Devharsh C. Desai
Ms. Krishangi R. Srivastava
Miss Nikita C. Desai
Miss Radhika R. Srivastava
f) Entities over which significant influence is exercised by key management personnel/individuals
having significant influence:
Apar Corporation Private Limited Scope Private Limited
Consumers Services Private Limited - Kushal N. Desai Family Trust
Merged with Apar Corporation Private Limited
w.e.f 6th February, 2008
Kushal Chaitanya Desai Family Trust Chaitanya Desai Family Trust
Apar Masat Conductors Limited Apar Investment ( Singapore ) Pte. Limited -
(Subsidiary of Scope Private Limited)
Apar Technologies Private Limited Apar Investment Inc. (Incorporated in BVI)
(Subsidiary of Scope Private Limited)
Catalis World Private Limited Apar Technologies Pte. Ltd., Singapore
(Subsidiary of Apar Investment (Singapore) Pte. Ltd.

Annual Report 2008-09 47

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)
B. Related Party Transactions
(i) Subsidiary Companies: (Amount in Rupees)
Sr. No. Transactions 2008-09 2007-08
1 Purchase of Raw Material 1,019,417,357 701,437,489
2 Sale of Finished goods 293,706,724 134,476,880
3 Sale of Capital goods 10,201,354 -
4 Cost of Lease Assets 32,900,000 -
5 Lease Rent Received 1,995,800 -
6 Job work done for Subsidiary 779,856 -
7 Job work done by Subsidiary 1,301,406 -
8 Reimbursement received on Deputation of Manpower 6,568,722 -
9 Reimbursement (received) of expenses 1,431,444 -
10 Interest Received from Uniflex Cables Ltd. 20,839,233 -
11 Investment in shares 440,238,138 -
12 Guarantees given by the Company on behalf of
Petroleum Specialities Pte. Ltd. & Uniflex Cables Ltd. 1,604,620,000 359,730,000
13 Balance outstanding as on 31.03.2009
a) Payable to subsidiary for supply of raw materials 36,030,821 -
b) Receivable from subsidiary company for supply of
raw material and capital goods 125,225,415 90,747,050
c) Receivable from subsidiary company for advances given 134,204,021 2,379,280
(ii) Joint Venture Company (Apar Chematek Lubricants Limited)
Sr. No. Transactions 2008-09 2007-08
1 Investment in shares 12,912,500 9,877,500
2 Interest Received 560,754 -
3 Balance outstanding as on 31.03.2009 -
Payable for Services - 13,784,922
Receivable for advances given 19,486,440 110,341
(iii) Key Managerial Personnel:
Sr. No. Transactions 2008-09 2007-08
1 Interest paid 8,565,457 14,715,816
2 Directors’ remuneration 5,992,497 22,838,507
3 Dividends paid (payment basis) 50,702,644 44,364,814
4 Outstanding as on 31.03.2009 -
Loans and Deposits payable 158,170,577 68,200,000
(iv) Chairman having significant influence
Sr. No. Transactions 2008-09 2007-08
1 Interest paid 1,936,287 2,845,055
2 Director’s commission - 6,517,996
3 Legal and Professional Fees 4,600,000 2,973,591
4 Dividends paid (payment basis) 25,709,944 22,496,201
5 Outstanding as on 31.03.2009 -
Loans and Deposits payable 48,100,000 12,000,000
(v) Relatives of Key Managerial Personnel:
Sr. No. Transactions 2008-09 2007-08
1 Interest paid 7,840,803 7,106,896
2 Dividends paid (payment basis) 705,728 29,960
3 Outstanding as on 31.03.2009 -
Loans and Deposits 81,460,000 65,385,000

48 Apar Industries Limited

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)
(Amount in Rupees)
(vi) Entities over which key management personnel/individual
having significant influence
Sr. No. Transactions 2008-09 2007-08
1 Interest Paid 3,973,080 2,232,772
2 Interest Received - -
3 Rent Paid 2,970,577 2,405,000
4 Rent Received - -
5 Dividends paid (payment basis) 455,436 986,059
6 Unsecured loan given (repaid by borrower during the year) - -
7 Outstanding as on 31.03.2009 -
Loans and Deposits taken 42,662,305 29,849,964
Receivable for advances given - 158,028
(vii) Associate Concern
Sr. No. Transactions 2008-09 2007-08
1 Investment in shares/Equity warrants - 383,450,932
2 Purchase of Raw Material - 133,712
3 Sale of Finished goods - 1,131,113
4 Guarantees given by the Company on behalf of the associate - 750,000,000
5 Outstanding as on 31.03.2008
a) Payable for supply of raw materials - 133,712
b) Receivable for advances given - 22,044,994
C. Disclosure in respect of transactions which are more than 10% of the total transactions of the same
type with related parties during the year:
2008-09 2007-08
(i) Purchase of Raw Material
- Petroleum Specialities Pte. Ltd. 1,018,147,575 701,437,489
(ii) Sale of finished goods
- Petroleum Specialities Pte. Ltd. 57,531,795 92,963,875
- Quantum Apar Speciality Pty. Ltd. 43,920,034 41,513,005
- Poweroil Speciality Products FZE 10,617,874 -
- Uniflex Cables Ltd. 181,637,022 -
(iii) Sale of capital goods
- Uniflex Cables Ltd. 7,588,516 -
- Marine Cables & Wires Private Limited 2,091,513 -
(iv) Lease Asset
- Uniflex Cables Ltd. 32,900,000 -
(v) Lease Rental
- Uniflex Cables Ltd. 1,995,800 -
(vi) Job work done for Subsidiary
- Uniflex Cables Ltd. 779,856 -
(vii) Job work done by Subsidiary
- Uniflex Cables Ltd. 1,301,406 -
(viii) Reimbursement (received) of expenses
- Petroleum Specialities Pte. Ltd. 1,431,444 -
- Uniflex Cables Ltd. 6,568,722 -
(ix) Interest Received
- Uniflex Cables Ltd. 20,839,233 -
- Apar Chematek Lubricants Limited 560,754 -

Annual Report 2008-09 49

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)
(Amount in Rupees)
Sr. No. Transactions 2008-09 2007-08
(x) Investment in Shares
- Apar Chematek Lubricants Limited 12,912,500 9,877,500
- Uniflex Cables Ltd. 440,238,138 383,450,932
(xi) Guarantees given by the Company on behalf of a
subsidiary and an associate concern.
- Petroleum Specialities Pte. Ltd. 354,620,000 359,730,000
- Uniflex Cables Ltd. 1,250,000,000 750,000,000
(xii) Interest paid
- Dr. N. D. Desai 1,936,287 2,845,055
- Kushal N. Desai 3,104,481 3,371,915
- Chaitanya N. Desai 5,460,976 11,343,901
- Rishabh K. Desai 3,338,921 3,313,295
- Vineeta R. Srivastava 2,907,080 2,311,000
- Apar Corporation Private Limited 3,802,059 1,998,783
(xiii) Dividends paid (payment basis)
- Dr. N. D. Desai 25,709,944 22,496,201
- Kushal N. Desai 25,518,916 22,329,052
- Chaitanya N. Desai 25,183,728 22,035,762
(xiv) Legal & Professional Fees
- Dr. N. D. Desai 4,600,000 2,973,591
(xv) Rent Paid
- Apar Corporation Private Limited 2,970,577 2,317,500
- Consumers Services Pvt. Limited - 87,500
(xvi) Director Remuneration
- Kushal N. Desai 2,983,588 9,979,623
- Chaitanya N. Desai 3,008,909 10,057,066
16. The Company’s operations predominantly relate to manufacture of Conductors, Transformer/Speciality Oils and Polymers
which businesses have been identified as primary segments based on the Company’s risk profile and internal reporting
structure.
a. Business Segments (Rupees in Lacs)

Particulars Conductor Transformer & Polymers Others Eliminations Total

Speciality Oils
2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

REVENUE
External Sales 138,350.61 78,103.56 107,549.92 74,215.17 - 18,432.32 440.74 277.98 - - 246,341.27 171,029.03
Other Income 251.00 81.81 305.89 279.22 - 110.44 75.42 89.94 - - 632.30 561.41
Inter-Segment Sales - - 187.53 787.83 - - - - (187.53) (787.83) - -
Total Revenue 138,601.60 78,185.37 108,043.34 75,282.22 - 18,542.76 516.16 367.92 (187.53) (787.83) 246,973.58 171,590.44
RESULT
Segment result 9,759.81 3,620.77 (3,777.30) 6,743.97 - 1,301.82 49.29 72.92 - - 6,031.79 11,739.48
Unallocable Corporate/
Other expenses (net of
miscellaneous income) (2,064.80) (1,785.27)
Operating Profit 3,966.99 9,954.21
Interest Expense (7,357.45) (4,750.67)
Interest Income 4,232.55 1,193.22
Profit before taxes 842.10 6,396.76

50 Apar Industries Limited

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)
a. Business Segments (Contd.) (Rupees in Lacs)
Particulars Conductor Transformer & Polymers Others Eliminations Total
Speciality Oils
2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

Income tax
Current tax (2.00) (1,869.63)
Minimum Alternate tax (23.50) -
Minimum Alternate tax
credit entitlement 23.50 -
Prior year tax 35.11 -
Deferred tax - Credit/
(Charge) (299.46) 834.65
Fringe Benefit Tax (45.00) (45.00)
Profit after tax and
before Extraordinary
items 530.75 5,316.78
Extraordinary items
(net) - Income/
(Expenses) - Net of
income tax - 3,230.47
Profit after tax and
Extraordinary items 530.75 8,547.25
OTHER
INFORMATION
Segment assets 65,028.72 57,152.48 96,309.50 72,558.28 - - 109.50 121.44 - - 161,447.72 129,832.21
Unallocable Corporate
and Other assets 13,631.34 11,925.96
Total Assets 175,079.06 141,758.17
Segment liabilities 58,839.58 42,072.50 79,067.45 57,277.75 - - - 16.41 - - 137,907.03 99,366.66
Unallocate Corporate
and other liabilities 612.67 5,628.53
Total liabilities 138,519.70 104,995.19
Capital expenditure 1,421.83 1,719.37 554.27 710.01 - 513.26 - - - - 1,976.10 2,942.64
Capital expenditure
- unallocable 442.65 304.86
Depreciation 666.73 536.46 273.50 267.83 - 456.86 - - - - 940.23 1,261.16
Depreciation on -
unallocable 159.03 127.93
Non-cash expenses
other than depreciation 87.29 87.29 19.75 19.75 - - - - - - 107.04 107.04
Non-cash expenses
other than depreciation
- unallocable 66.98 66.98

b. Geographical Segments (Rupees in Lacs)

i) Revenue by geographical Market:
Particulars Conductor Transformer & Polymers Others Total
Speciality Oils
2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

Outside India 44,418.91 43,681.81 21,123.48 16,885.22 - 1,276.69 - - 65,542.39 61,843.72

In India* 93,931.70 34,421.75 86,426.44 57,329.95 - 17,155.63 440.74 277.98 180,798.88 109,185.31
Total 138,350.61 78,103.56 107,549.92 74,215.17 - 18,432.32 440.74 277.98 246,341.27 171,029.03
* Include deemed exports Rs. 14,886.32 lacs (previous year Rs. 7,365.76 lacs).
ii) The Company’s tangible fixed assets are located entirely in India.
iii) Carrying amount of Segment Assets: (Rupees in Lacs)
Particulars Conductor Transformer & Polymers Others Unallocated Total
Speciality Oils
2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08
Outside India 23,865.90 13,070.81 8,584.92 3,704.90 - - - - - - 32,450.82 16,775.71
In India* 41,162.82 44,081.67 87,724.58 68,853.39 - - 109.50 121.44 13,631.34 11,925.96 142,628.25 124,982.46
Total 65,028.72 57,152.48 96,309.50 72,558.28 - - 109.50 121.44 13,631.34 11,925.96 175,079.06 141,758.17
iv) The Company’s fixed assets are located entirely in India.

Annual Report 2008-09 51

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)
Segment Revenue and Result
The expenses which are not directly attributable to the business segment are shown as unallocable corporate/other
expenses (net of miscellaneous income)
Segment assets and liabilites
Segment assets include all operating assets used by the business segment and consist principally of fixed assets, debtors
and inventories. Segment liabilities primarily include creditors and other liabilities. Assets and liabilities that cannot be
allocated between the segments are shown as a part of unallocable corporate assets and liabilites respectively.
17. Particulars of earnings per share
Sr. No. Particulars 2008-09 2007-08
1 Profit after tax and before extraordinary items - in Lacs 530.75 5,316.78
2 Profit after tax and extraordinary items - in Lacs 530.75 8,547.25
3 Weighted Number of Equity Shares outstanding during the year 32,336,031 32,336,031
4 Nominal Value of Equity Shares in Rs. 10 10
5 Earnings per share - in Rs.
- Basic & Diluted before extraordinary items 1.64 16.44
- Basic & Diluted after extraordinary items 1.64 26.43
18. For additional information required by Part II of Schedule VI to the Companies Act, 1956 see Schedule 23 annexed.
19. Previous year figures have been regrouped, wherever necessary, to conform to current year’s classification. Previous year’s
figures are not strictly comparable with current year on account of sale of Polymer business w.e.f. 15th February, 2008.
20. Information required in terms of Part IV of Schedule VI of the Companies Act, 1956 is attached.

Schedules annexed to and forming part of notes to the Accounts for the year
ended 31st March, 2009
SCHEDULE - ‘23’ ADDITIONAL INFORMATION REQUIRED BY PART II OF SCHEDULE VI OF COMPANIES ACT, 1956
1. Information for class of goods manufactured during the year :
Licensed Capacity Installed capacity Actual Turnover Stock
(see notes (b) (see notes (a) and Product- (Gross of Excise)
and (d) below (b) below tion Opening Closing
No. No. (see note
Class of goods Unit Quantity of Quantity of. (c) below) Quantity Value Qty. Value Qty. Value
shifts shifts Rupees Rupees Rupees
i) Transformer Oils MT 102,892 2&3 269,881 2&3 105,646 102,248 6,170,997,689 1,653 65,040,706 1,230 59,739,103
(see note (f)) (102,892) (269,881) (110,037) (103,952) (4,068,909,516) (904) (38,187,290) (1,653) (65,040,706)
**KL 122,000 For various
(122,000) types of
oils
covered in
(i) and for
other oils
for which
the
company
is holding
registration

Special Grade MT 66,627* -do- 38,613 39,993 1,935,005,650 1,468 48,718,221 80 3,058,809
Pharmaceutical (66,627) (41,949) (41,754) (1,477,112,212) (1,273) (47,774,907) (1,468) (48,718,221)
Oils
**KL 79,000
(79,000)

Other Specialities MT 100,362* -do- 54,835 53,586 3,389,408,565 1,279 75,007,565 2,070 202,612,486
Oils (including
R.P.Oils) (100,362) (62,820) (60,113) (2,480,126,224) (643) (34,629,931) (1,279) (75,007,565)

ii) AAC, AAAC and MT 102,000 3 97,097 3 88,289 89,715 12,600,073,369 2,801 304,799,747 1,375 137,137,174
ACSR Conductors (124,800) (82,842) (59,365) (57,467) (7,102,558,372) (903) (114,848,217) (2,801) (304,799,747)

iii) Aluminium rods MT 96,000 3 74,988 3 71,880 5,911 763,998,102 $ $ $ $

suitable for (96,000) (58,057) (51,315) (4,953) (760,570,249) ($) ($) ($) ($)
further
manufacture of
ACSR/AAC/AAAC

52 Apar Industries Limited

Schedules annexed to and forming part of notes to the Accounts for the year
ended 31st March, 2009
SCHEDULE - ‘23’ ADDITIONAL INFORMATION REQUIRED BY PART II OF SCHEDULE VI OF COMPANIES ACT, 1956
Licensed Capacity Installed capacity Actual Turnover Stock
(see notes (b) (see notes (a) and Product- (Gross of Excise)
and (d) below (b) below tion Opening Closing
No. No. (see note
Class of goods Unit Quantity of Quantity of. (c) below) Quantity Value Qty. Value Qty. Value
shifts shifts Rupees Rupees Rupees

iv) Synthetic MT - 3 - 3 - - - - - - -
Rubber (NBR / (12,000) (21,763) (16,930) (17,580) (1,987,982,941) (2,196) (239,473,867) *** -
HSR), Lattices
and Polyblend
24,859,483,374 493,566,239 402,547,572
(17,877,259,513) (474,914,212) (493,566,239)

* Company’s application for manufacture has been taken on record and registered by the concerned government authorities.
** Equivalent to MT.
*** Previous year, closing stock of Polymer- Valia Unit transferred to purchaser on slump sale basis.
$ Opening and Closing Stock is included in work-in-process as the same is for captive consumption.
Notes:
a) Installed capacities are certified by a director and not verified by the auditors as this is a technical matter.
b) In cases where installed capacities exceed the licensed capacities, the Company’s applications to the Government for
regularisation of the same have been accepted in part only or are pending with the Government.
c) Includes :
(A) Conversion by the Company on customers’ account, captive consumption, and sample for testing.
2008-09 2007-08
Unit Quantity Quantity
i) Transformer Oils KL 3,821 5,336
ii) Special Grade Pharmaceutical Oils KL 8 1
iii) Other Specialities Oils KL 458 2,070
iv) Aluminium Rods suitable for further manufacture of ACSR/AAC MT 65,969 46,362
(B) Other Specialities Oil manufactured by a third party on
behalf of the Company. KL 434 1,182
(C) Processed by third parties -
i) Aluminium Wire Rods MT 2,925 1,040
ii) Aluminium Conductors MT 299 -
d) In some of the classes of goods listed above, the licences are available in terms of more than one unit. In such
cases, the quantitative information is expressed in terms of the units in which the items are sold. Further, in the
cases where the licensed capacity has also been shown in the units in which the goods are sold (alongwith the units
in which the licence has been issued), the conversion has been relied on by the auditors without verification as this
is a technical matter.
e) Figures in brackets pertain to the previous year.
f) In respect of item (i) , the quantities stated against production, turnover and stock of goods produced are in KL,
except one product i.e. Flex Oil A-Super included under the head “Other Specialities Oils”.
2. Information for class of goods traded during the year
Purchase Stock Turnover
Opening Closing
Class of goods Unit Quantity Value Quantity Value Quantity Value Quantity Value
Rupees Rupees Rupees Rupees
Thermoplastic Elastomers MT 56 14,401,282 29 6,236,611 32 8,706,308 53 14,648,664
(105) (17,758,326) (55) (10,352,099) (29) (6,236,611) (131) (27,795,761)
Lubricants MT 46 9,437,321 21 4,966,741 39 8,735,839 29 15,890,112
(34) (2,490,581) (21) (4,966,741) (13) (3,680,115)
Butadiene MT - - - - - - - -
(1,084) (68,782,862) - - - - (1,084) (70,159,385)

Annual Report 2008-09 53

Schedules annexed to and forming part of notes to the Accounts for the year
ended 31st March, 2009
SCHEDULE - ‘23’ ADDITIONAL INFORMATION REQUIRED BY PART II OF SCHEDULE VI OF COMPANIES ACT, 1956 (Contd.)
Purchase Stock Turnover
Opening Closing
Class of goods Unit Quantity Value Quantity Value Quantity Value Quantity Value
Rupees Rupees Rupees Rupees
Styrene Monomer MT - - - - - - - -
(417) (22,882,384) - - - - (417) (23,340,072)
Conductors MT 1,895 362,327,804 - - - - 1,895 362,327,804
Acrylonitrile MT 380 29,020,448 - - - - 380 29,425,680
415,186,855 11,203,352 17,442,147 422,292,260
(111,914,153) (10,352,099) (11,203,352) (124,975,333)

Notes:- (i) Figures in brackets pertain to the previous year.

3. Consumption of raw materials and components
2008-09 2007-08
Unit Quantity Rupees Quantity Rupees
Non-ferrous metals MT 81,404 9,904,548,514 53,877 5,888,921,526
Ferrous metals MT 19,317 865,021,965 12,161 466,189,268
Chemicals MT 1,656 182,800,461 3,653 110,367,144
Base Oils KL 194,581 9,760,374,366 216,557 5,969,388,115
Monomers MT 16,469 925,025,741
Others 8,064,363 201,163,079
20,720,809,669 13,561,054,874
Note: Consumption includes handling losses and differences found on physical verification of stock.
4. Consumption of raw materials and components (including cost of sales of raw materials, handling losses
and differences found on physical verification of stock):
2008-09 2007-08
% Rupees % Rupees
Imported at landed cost (including duty and clearing
charges incurred in India) 72 14,835,872,592 84 11,392,297,033
Indigenous 28 5,884,937,077 16 2,168,757,841
100 20,720,809,669 100 13,561,054,874
Note: Imports through canalising agencies and items of foreign origin purchased locally are shown as part of indigenous
consumption.
5. Value of imports on CIF basis:
2008-09 2007-08
Rupees Rupees
Raw materials and Components 15,107,229,877 11,295,970,411
Stores and spare parts 2,765,593 3,444,931
Capital goods 23,234,916 28,810,690
15,133,230,386 11,328,226,032
Notes: (i) Imports through canalising agencies and items of foreign origin purchased locally are excluded.
6. Expenditure in foreign currency on account of:
2008-09 2007-08
Rupees Rupees
Professional Fees 2,769,253 2,749,146
Royalty 7,907,259 597,300
Interest and Bank charges 421,139,502 281,497,805
Commission & foreign Travel 71,087,180 34,613,943
Others 2,913,695 7,309,252
505,816,889 326,767,446

54 Apar Industries Limited

Schedules annexed to and forming part of notes to the Accounts for the year
ended 31st March, 2009
SCHEDULE - ‘23’ ADDITIONAL INFORMATION REQUIRED BY PART II OF SCHEDULE VI OF COMPANIES ACT, 1956 (Contd.)
7. Remittance in Foreign Currency for Dividends:
2008-09 2007-08
Rupees Rupees
a) No of shareholders 1 1
b) No. of shares held 4,594,637 4,594,637
c) Year of dividend 2007-08 2006-07 & 2007-08
d) Amount remitted - Rs. 18,378,548 16,081,230
8. Earnings in foreign exchange:
2008-09 2007-08
Rupees Rupees
Claims and Commission received 1,670,729 1,428,531
Export of goods calculated on FOB basis 6,554,239,297 6,184,371,780
Deemed exports 1,488,632,489 736,576,200
Others (Freight & Insurance) 264,485,200 253,523,066
8,309,027,715 7,175,899,577

9. Consumption of stores and spare parts (including handling

losses and differences found on physical verification of stocks) :

2008-09 2007-08
% Rupees % Rupees
Imported at landed cost 2.23 1,685,723 19.10 14,175,345
Indigenous 97.77 73,837,910 80.90 60,023,270
100.00 75,523,633 100.00 74,198,615

Note: Imports through canalising agencies and items of foreign origin purchased locally are shown as part of indigenous
consumption.
10. Sale of raw materials and stores and spares:

2008-09 2007-08

Unit Quantity Rupees Unit Quantity Rupees

Base Oils KL 1,960 119,939,063 KL 4,571 127,315,191

Others MT - - MT 135 457,933
119,939,063 127,773,124

Signatures to Schedules 1 to 23

For and on behalf of the Board of Directors

Kushal N. Desai V. A. Gore V. C. Diwadkar Sanjaya R. Kunder

Managing Director & Director Chief Financial Officer Company Secretary
Chief Executive Officer
Place: Mumbai
Dated: 25th June, 2009

Annual Report 2008-09 55

Information referred to in Note 20 in Schedule 22 to the Accounts for the year ended 31st March, 2009

Balance Sheet Abstract and Company’s General Business Profile

(Part IV of Schedules VI of the Companies Act, 1956 (As amended))

1. Registration Details

Registration No. 12802 State Code 04

Balance Sheet Date 31.03.2009 CIN NO. L91110GJ1989PLC012802

2. Capital raised during the year (Rs. in Thousands)

Public Issue NIL Rights issue NIL

Bonus Issue NIL Private Placement NIL

3. Position of Mobilisation and Deployment of Funds (Rs. in Thousands)

Total Liabilities 3,667,498 Total Assets 3,667,498

Sources of Funds

Paid up Capital 323,360 Secured Loans 376,325

Reserve & Surplus 2,489,185 Unsecured Loans 392,846
Deferred taxation liability (Net) 85,782

Application of Funds

Net Fixed Assets 1,232,470 Investments 884,096

Net Current Assets 1,539,370 Misc. Expenditure 11,562

4. Performance of Company (Rs. in Thousands)

Turnover (net of excise) 24,697,358 Total Expenditure 24,613,148

Profit Before Tax 84,210 Profit After Tax 53,075
E.P.S. in Rs. 1.64 Dividend rate % –

5. Generic names of three Principal Products/Services of Company (as per monetary terms):

Item Code No. (ITC Code) 2710.90 Product Description Transformer & Speciality Oils

Item Code No. (ITC Code) 7614.90 Product Description AAC/ACSR Conductors

For and on behalf of the Board of Directors

Kushal N. Desai V. A. Gore V. C. Diwadkar Sanjaya R. Kunder

Place: Mumbai Managing Director & Director Chief Financial Officer Company Secretary
Dated: 25th June, 2009 Chief Executive Officer

56 Apar Industries Limited

Cash Flow Statement For the year ended 31st March, 2009
(Amount in Rupees)
2008-2009 2007-2008
CASH FLOW FROM OPERATING ACTIVITIES :
Profit before taxation, Exceptional Items and Extraordinary Items 101,611,827 678,078,364
Adjustments for:
Depreciation/Amortisation 109,925,885 138,908,662
Profit/(Loss) on Sale of Fixed Assets(Net) (3,700,692) (7,548,600)
Profit on sale of investment (1,027,749) (2,962,444)
Dividend on investments (185,493) (2,622,666)
Interest income (423,255,307) (119,321,598)
Interest expense 735,744,753 475,066,539
417,501,397 481,519,894
Operating profit before working capital changes in : 519,113,224 1,159,598,258
Trade and other receivables (1,194,398,267) (934,090,439)
Inventories (300,000,468) (622,168,589)
Trade and other payables 3,525,027,563 2,030,628,828 5,376,557,354 3,820,298,327
Cash flow before Exceptional Items and Extraordinary Items 2,549,742,052 4,979,896,585
Exceptional items
Compensation Under Voluntary Retirement
Scheme incurred during the year - (3,840,623)
Cash generated from operations 2,549,742,052 4,976,055,962
Taxes paid (including fringe benefit tax) (net of refunds) (215,589,393) (236,173,297)
Net cash from operating activities 2,334,152,659 4,739,882,664
CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of Fixed Assets (241,874,685) (324,750,112)
Sale of Fixed Assets 9,358,465 53,360,257
Purchase of investments in
- Uniflex Cables Ltd (252,524,180) (592,897,587)
- Apar Chematek Lubricants Ltd (12,912,500) (9,877,500)
Investment in Mutual fund (Net) 4,831,659 (430,011)
Dividend received 185,493 2,622,666
Loan & Advances to Unilfex (129,466,810) -
Interest Received 449,991,104 (172,411,453) 56,119,371 (815,852,916)
Cash flow before Extraordinary Items (172,411,453) (815,852,916)
Extraordinary Items
Consideration for Sale of Polymer Business (net) - 878,549,026
Consideration for Sale of Development Rights - 304,010,000 1,182,559,026
Net cash from/(used) in investing activities (172,411,453) 366,706,110
CASH FLOW FROM FINANCING ACTIVITIES :
Proceeds/(repayments) from/of fixed deposits (net) 15,432,000 5,257,000
Proceeds/(repayments) from/of bank borrowings (net) (439,517,886) (31,990,855)
Proceed/(repayments) from Short term borrowings 172,983,918 (221,034,840)
Proceed/(repayments) of long term borrowings 130,318,000 (189,977,207)
Interest Paid (746,066,387) (445,732,020)
Dividend Paid (129,726,993) (119,990,472)
Tax on Dividends (21,982,034) (19,234,280)
Net cash used in financing activities (1,018,559,382) (1,022,702,674)
Net Increase/(Decrease) in cash and cash equivalents 1,143,181,823 4,083,886,100
Cash and cash equivalents at the beginning of year 4,853,800,877 769,914,777
Cash and cash equivalents at the end of year 5,996,982,699 4,853,800,877
Notes :
1) Previous year figures have been regrouped/restated wherever necessary to conform to the current year presentation.
2) Refer Schedule 10 of financial statements for composition of cash and bank balances.

As per our report of even date attached

Vilas Y. Rane For and on behalf of the Board of Directors
Partner
Membership No. F 33220
For and on behalf of Kushal N. Desai V. A. Gore V. C. Diwadkar Sanjaya R. Kunder
Price Waterhouse Managing Director & Director Chief Financial Officer Company Secretary
Chartered Accountants Chief Executive Officer
Place: Mumbai, Dated: 25th June, 2009

Annual Report 2008-09 57

Financial Information of Subsidiary Companies for the year ended 31st March, 2009
Sr. Particulars Petroleum Specialities Poweroil Speciality Quantum Apar *Uniflex ** Marine
No. Pte. Limited, Products FZE Speciality Oils Cables Cables &
Singapore Limited, Pty. Limited, Limited, Wires
Sharjah Australia India Private
Limited,
India
In USD In Rupees In AED In Rupees In AUD In Rupees In Rupees In Rupees
(a) Capital 59,101 2,643,645 150,000 1,967,274 300,000 10,294,085 265,953,660 9,469,000
(b) Reserve 3,636,209 168,804,862 (428,114) (5,181,572) (361,803) (3,180,887) (37,543,590) (29,079,749)
(c) Total Assets 6,426,429 309,808,157 932,431 12,883,209 4,740,998 174,822,279 1,677,133,076 49,174,821
(d) Total Liabilities 2,731,119 138,359,650 1,210,545 16,097,507 4,802,801 167,709,081 1,448,723,006 68,785,570
(e) Details of invest-
ment (Except in
case of investment
in Subsidiaries) - - - - - - - -
(f) Turnover 43,340,196 2,007,861,574 814,269 10,306,045 8,235,967 299,441,140 1,294,893,138 26,385,260
(g) Profit before
taxation 1,579,763 73,139,087 (355,055) (4,988,683) (861,800) (27,716,470) (286,052,466) (5,794,455)
(h) Provision for
taxation 268,347 12,471,246 - - (258,540) (9,399,930) 695,000 12,000
(i) Profit after taxation 1,311,416 60,667,841 (355,055) (4,988,683) (603,260) (18,316,540) (286,747,466) (5,806,455)
(j) Proposed dividend Nil Nil Nil Nil Nil Nil Nil Nil

As on 31.03.2009: 1 U.S. Dollar(USD) = Rs. 50.66, 1 United Arab Emirates Dirham (AED) = Rs. 13.82, 1 Australian Dollar(AUD) = Rs. 34.62
* Uniflex Cables Limited became subsidiary w.e.f. 6th August, 2008
** Marine Cables & Wires Private Limited became subsidiary w.e.f. January, 2009

Statement pursuant to Section 212 of the Companies Act, 1956

1 Name of the Subsidiary Company Petroleum Poweroil Quantum Apar Uniflex Marine Cables
Specialities Speciality Speciality Oils Cables & Wires Private
Pte. Ltd., Products FZE Pty. Ltd., Limited, Limited,
Singapore Limited, Australia India India
Sharjah
2 Financial Year Ending of the Subsidiary 31.03.2009 31.03.2009 31.03.2009 31.03.2009 31.03.2009
3 Number of Equity shares Held 100,000 1 195,000 16,353,875 94,650
4 Extent of holding 100% 100% 65% 65.47% 65.47%
5 For the financial year of the Subsidiary:
a. Profit/(Losses) so far it concerns the
members of the holding company and
not dealt with in the books of account of
the holding company (except to the
extent dealt with in col. 5(b) (Rs. in Lacs) 606.68 (49.89) (119.06) (641.09) (1.15)
b. Profit/(Losses) so far it concerns
the members of the holding
company and dealt with in the
books of account of the
holding company (Rs. in Lacs) NIL NIL NIL NIL NIL
6 For the previous financial years
since it became a Subsidiary:
a. Profit/(Losses) so far it concerns
the members of the holding
company and not dealt with in
the books of account of the
holding company (except to
the extent dealt with in
col. 6(b) (Rs. in Lacs) 1,055.22 (10.25) 83.61 NIL NIL
b. Profit/(Losses) so far it concerns
the members of the holding
company and dealt with in the
books of account of the holding
company (Rs. in Lacs) NIL NIL NIL NIL NIL

58 Apar Industries Limited

Consolidated Auditors’ Report
To the Board of Directors of
Apar Industries Limited
1. We have audited the attached consolidated Balance
Sheet of Apar Industries Limited (‘the Company’), and
its subsidiaries (the Group) as at 31st March, 2009 and
the related consolidated Profit and Loss Account and
consolidated Cash Flow Statement for the year ended
on that date annexed thereto, which we have signed
under reference to this report. These consolidated
financial statements are the responsibility of the
Company’s management and have been prepared by
the management on the basis of separate financial
statements and other financial information regarding
components. Our responsibility is to express an opinion
on these consolidated financial statements based on
our audit.
2. We 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.
3. We did not audit the financial statements of
subsidiaries companies and a joint venture whose
financial statements reflect the Group’s share of total
assets of Rs. 200,53.77 lacs as at 31st March, 2009
a n d t h e G r o u p ’s s h a re o f t o t a l r e v e n u e s o f
Rs. 203,19.87 lacs and net cash outflows amounting
to Rs. 694.66 lacs for the year ended on that date as
considered in the consolidated financial statements.
These financial statements and other financial
information have been audited by other auditors whose
reports have been furnished to us, and our opinion,
in so far as it relates to the amounts included in respect
of the subsidiaries and a joint venture, is based solely
on the reports of the other auditors.
4. We report that the consolidated financial statements
have been prepared by Company’s management in
accordance to the requirement of Accounting Standard
21 – Consolidated Financial Statements, Accounting
Standard 23 – Accounting for investment in Associates
in consolidated financial statements and Accounting
Standard 27 – Financial Reporting on Interest on Joint
Ventures notified by the Companies (Accounting
Standards) Rules,2006.
5. The goodwill arising on acquisition of Uniflex Cables
Limited (UCL), amounts to Rs. 60,30.83 lacs as at
March 31, 2009. UCL has accumulated losses as at
March 31, 2009 and its net worth has substantially
eroded as per its audited financial statements for the
year ended March 31, 2009 (Refer Note 8, Schedule
22). Based on the available information and in view
of the uncertainties involved, we are unable to
comment on the extent of the impairment, if any, in
the value of the Goodwill, and the consequential effect
on the financial statements for the year ended March
31, 2009.
6. The Group has not provided for a “mark-to-market”
loss on commodity forward contracts aggregating
Rs.171,32.36 lacs as at March 31, 2009 (Refer Note
6, Schedule 22), for the reasons stated by the
management in the said note. Consequently, without
considering the tax effect, the loss for the year and
current liabilities are understated by Rs.171,32.36 lacs,
a n d r e s e r v e s a n d s u r p l u s a re ov e r s t a t e d by
Rs.171,32.36 lacs. Had the effect of the observation
made by us been considered, the loss for the year
would have been Rs.176,64.59 lacs (as against the
reported figure of Rs.532.23 lacs), reserves and
surplus would have been Rs.76,30.27 lacs (as against
the reported figure of Rs.247,62.63 lacs) and the
current liabilities would have been Rs.1611,24.73 lacs
(as against the reported figure of Rs.1439,92.37 lacs).
7. Based on our audit and on consideration of the reports
of other auditors on separate financial statements and
on the other financial information of the components,
in our opinion and to the best of our information and
according to the explanations given to us, the attached
consolidated financial statements, subject to our
comments in paragraph 5 and paragraph 6 above, read
with the reasons given for non accounting of Mark to
Market losses as stated in Note 6, Schedule 22, give a
true and fair view in conformity with the accounting
principles generally accepted in India:
(i) in the case of the consolidated Balance Sheet, of
the state of affairs of the Group as at 31st March,
2009;
(ii) in the case of the consolidated Profit and Loss
Account, of the loss of the Group for the year
ended on that date; and
(iii) in the case of the consolidated Cash Flow
Statement, of the cash flows of the Group for the
year ended on that date.
Vilas Y. Rane
Partner
Membership No: 33220
For and on behalf of
Price Waterhouse
Mumbai, 25th June, 2009 Chartered Accountants
Annual Report 2008-09 59
Consolidated Balance Sheet As at 31st March, 2009
As at 31st As at 31st
March, 2009 March, 2008
Schedule Rupees Rupees Rupees
SOURCES OF FUNDS
Shareholders’ Funds
Share capital 1 323,360,310 323,360,310
Reserves and Surplus 2 2,476,262,828 2,521,498,945
2,799,623,138 2,844,859,255
Minority Interests 79,054,474 6,168,901
Loan Funds
Secured loans 3 1,112,794,822 804,555,019
Unsecured loans 4 501,035,027 204,429,464
1,613,829,849 1,008,984,483
Deferred taxation liabilities (Net) 5 63,289,750 53,787,443
4,555,797,211 3,913,800,082
APPLICATION OF FUNDS
Goodwill on Cosolidation
(Refer Note 8, Schedule 22) 603,083,455 -
Fixed Assets 6
Gross block 2,794,019,409 1,469,149,726
Less: Depreciation 1,125,847,500 395,694,923
Net block 1,668,171,909 1,073,454,803
Fixed Assets held for sale/ disposal 731,928 731,928
Capital work-in-progress/ advances 123,932,868 32,778,256
1,792,836,705 1,106,964,987
Investments 7 227,240 374,494,083
Current Assets, Loans and Advances
Inventories 8 3,635,226,489 2,807,570,918
Sundry debtors 9 5,132,571,074 3,933,146,757
Cash and bank balances 10 6,109,244,758 4,920,032,732
Loans and advances 11 1,690,135,905 1,366,138,721
16,567,178,226 13,026,889,128
Less: Current Liabilities and Provisions
Current liabilities 12 14,399,237,143 10,432,052,651
Provisions 13 19,852,964 191,459,027
14,419,090,107 10,623,511,678
Net Current Assets 2,148,088,119 2,403,377,450
Miscellaneous Expenditure (to the extent 14 11,561,692 28,963,562
not written off or adjusted)
Total 4,555,797,211 3,913,800,082
Significant Accounting Policies 21
Notes to the Financial Statements 22
Signatures to the Balance Sheet and Schedules 1 to 14, 21 to 22
As per our report of even date attached
Vilas Y. Rane For and on behalf of the Board of Directors
Partner
Membership No. F 33220
For and on behalf of Kushal N. Desai V. A. Gore V. C. Diwadkar Sanjaya R. Kunder
Price Waterhouse Managing Director & Director Chief Financial Officer Company Secretary
Chartered Accountants Chief Executive Officer
Place: Mumbai
Dated: 25th June, 2009

60 Apar Industries Limited

Consolidated Profit and Loss Account For the year ended 31st March, 2009

2008-09 2007-08
Schedule Rupees Rupees
INCOME
Sale of goods, services and related recoveries (net of excise duty 15 26,370,597,147 17,658,258,316
Rs. 2,384,262,874 previous year Rs. 1,768,430,298)
Other Income 16 62,264,885 56,130,995
26,432,862,032 17,714,389,311
EXPENDITURE
Operating and other expenses 17 25,972,371,296 16,651,597,074
Decrease / (Increase) in stocks 18 (104,524,971) (186,197,482)
Depreciation 147,150,570 139,884,825
Interest and discounting charges (net) 19 412,498,989 370,511,387
26,427,495,884 16,975,795,804
Profit before Taxation and Exceptional items 5,366,148 738,593,507
Exceptional items (net) - (Income)/Expenses 20 17,401,870 38,401,870
Profit/(loss) before Taxation (12,035,722) 700,191,637
Consist of :
- Discontinued operations - 116,914,776
- Continuing operations (12,035,722) 583,276,861
(12,035,722) 700,191,637
Provision for taxation:
Current tax 12,471,246 197,873,421
Minimum alternate tax 2,350,000 -
Minimum alternate tax credit entitlement (2,350,000) -
Deferred tax - (credit)/charge 9,502,308 (85,060,250)
Prior period tax (3,946,026) -
Fringe benefit tax 5,178,649 4,612,500
Wealth tax 200,000 200,000
Profit/(loss) after taxation and before share of associate’s loss (35,441,899) 582,565,966
Share of Associate’s net loss (57,896,636) (12,988,000)
Profit/(loss) before minority interest (93,338,535) 569,577,966
Minority Interests 40,115,629 (4,003,692)
Net Profit/(loss) after tax and before extraordinary items for the year (53,222,906) 565,574,274
Consist of :
- Discontinued operations - 77,175,444
- Continuing operations (53,222,906) 488,398,831
(53,222,906) 565,574,274
Extraordinary items (net) - (Income)/Expenses - Net of income tax 20A - (323,047,143)
Profit/(Loss) after Taxation & Extraordinary items for the year (53,222,906) 888,621,417
Consist of :
- Discontinued operations - 77,175,444
- Continuing operations (53,222,906) 811,445,974
(53,222,906) 888,621,417
Balance of Profit brought forward 1,033,542,433 602,994,484
Amount available for appropriations 980,319,527 1,491,615,901
Appropriated as under:
Transfer to General Reserve - (250,000,000)
Interim Dividend:
On Equity Shares @ Rs.Nil per share (previous year Rs. 1.50 per share) - (48,504,047)
Proposed Dividend:
On Equity Shares @ Rs. Nil Per share (Previous year Rs. 4.00 per share) - (129,344,124)
Tax on Dividends - (30,225,297)
Balance carried to Balance Sheet 980,319,527 1,033,542,433
Significant Accounting Policies 21
Notes to the Financial Statements 22
Earnings Per Share (Refer Note 13 of Schedule 22) face value of Rs.10
- Basic & Diluted before extraordinary items (1.65) 17.49
- Basic & Diluted after extraordinary items (1.65) 27.48
Signatures to the Profit and Loss Account and Schedules 15 to 20A, 21 to 22
As per our report of even date attached
Vilas Y. Rane For and on behalf of the Board of Directors
Partner
Membership No. F 33220
For and on behalf of Kushal N. Desai V. A. Gore V. C. Diwadkar Sanjaya R. Kunder
Price Waterhouse Managing Director & Director Chief Financial Officer Company Secretary
Chartered Accountants Chief Executive Officer
Place: Mumbai
Dated: 25th June, 2009

Annual Report 2008-09 61

Schedules annexed to and forming part of the Consolidated Balance Sheet
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees Rupees

SCHEDULE “1” - SHARE CAPITAL

(A) Authorised :
91,998,750 (91,998,750) Equity Shares of Rs.10 each 919,987,500 919,987,500
919,987,500 919,987,500
(B) Issued, Subscribed and Fully Paid Up :
32,336,031 (32,336,031) Equity Shares of Rs.10 each fully paid 323,360,310 323,360,310
323,360,310 323,360,310

SCHEDULE “2” - RESERVES AND SURPLUS

Capital Reserve
As per last balance sheet 4,950,746 4,950,746
Capital Redemtion Reserve
As per last Balance Sheet 147,547,770 147,547,770
Securities Premium Account
As per last balance sheet 588,520,277 588,520,277
Foreign Currency Translation Reserve* 4,924,507 (3,062,281)
General Reserve
As per last balance sheet 750,000,000 500,000,000
Add :- Transfer from Profit and Loss Account - 250,000,000
750,000,000 750,000,000
Surplus in Profit and Loss Account 980,319,528 1,033,542,433
Total 2,476,262,828 2,521,498,945
* Arising from consolidation of non-integral subsidiaries

SCHEDULE “3” - SECURED LOANS

From Banks :
(i) Cash Credit/Working Capital Demand Loans 482,476,822 804,555,019
(ii) Term Loans 630,318,000 -
1,112,794,822 804,555,019

Notes:
The Cash Credit/Working Capital Demand Loans/Pre-shipment Export Finance from banks are secured by:
(i) hypothecation* of specified stocks, specified book debts and movable plant and machinery at Nalagarh Unit.
(ii) first charge* by way of equitable mortgage by deposit of title deeds of Company’s specified immovables properties, both
present and future.
(iii) first charge* by way of equitable mortgage by deposit of title deeds of certain immovables properties of Apar Corporation
Private Limited, a related party.
(iv) The term loan is secured by hypothecation* of specific machineries acquired out of proceeds of the loan. The amount
payable within a year Rs. 442,818,000 (Previous year Rs. NIL).
* denotes charge created / to be created.

62 Apar Industries Limited

Schedules annexed to and forming part of the Consolidated Balance Sheet
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees Rupees
SCHEDULE “4” - UNSECURED LOANS
Fixed Deposits*
(a) From public 143,912,500 89,380,500
(b) From directors 46,100,000 85,200,000
190,012,500 174,580,500
Loans from Directors 160,170,577 -
Inter Corporate Deposits (repayable at call) 150,851,950 29,848,964
Total 501,035,027 204,429,464

*Repayable within one year Rs. 118,966,500 (Previous year Rs.77,274,000)

SCHEDULE “5” - DEFERRED TAX LIABILITY (NET)

Deferred tax liability arising on account of timing difference in:

Book and Tax depreciation 110,945,744 92,580,220
Less: Deferred tax asset arising on account of timing differences in:
(i) Provision for doubtful debts and advances 9,565,232 4,647,076
(ii) Provision for gratuity and leave salary 5,762,797 3,357,252
(iii) Voluntary Retirement Scheme 1,714,008 1,133,774
(iv) Expenses allowable on payment basis 8,121,911 27,605,931
(v) Unabsorbed depreciation 9,399,930 -
34,563,878 36,744,033
Share of Joint Venture (Refer Note 7(b) , Schedule 22) 13,092,116 2,048,744
Total 63,289,750 53,787,443

SCHEDULE “6” - FIXED ASSETS

GROSS BLOCK DEPRECIATION WRITTEN DOWN VALUE
As at 1st Additions Deductions/ As at 31st As at 1st Deductions/ For the As at 31st As at 31st As at 31st
April, 2008 #Rupees adjustments March,2009 April, 2008 adjustments year March,2009 March,2009 March,2008
Rupees Rupees Rupees Rupees ##Rupees Rupees ## Rupees Rupees ## Rupees

Land
- Freehold 33,408,849 8,979,894 - 42,388,743 - - - - 42,388,743 33,408,849
- Leasehold 39,026,979 8,249,789 (73,737) 47,203,031 5,767,590 958,875 596,507 7,322,972 39,880,059 33,259,389

Buildings 376,900,119 137,645,513 (2,747,204) 511,798,428 55,681,804 40,762,012 18,322,711 114,766,528 397,031,901 321,218,315

Plant and Machinery 866,016,390 1,143,670,541 (16,727,534) 1,992,959,396 250,968,382 521,722,038 106,502,258 879,192,678 1,113,766,718 615,048,008

Furniture, fixture and 98,279,975 38,725,252 (3,597,927) 133,407,300 67,930,468 17,018,312 11,568,183 96,516,963 36,890,337 30,349,507
equipments

Motor Vehicles 27,451,190 14,860,272 (4,604,082) 37,707,380 13,717,984 2,540,771 4,556,713 20,815,468 16,891,912 13,733,206

Intangible Asset 26,543,884 - - 26,543,884 1,327,194 - 5,308,778 6,635,971 19,907,913 25,216,690

Share of Joint Venture 1,522,340 488,906 - 2,011,246 301,501 - 295,419 596,920 1,414,326 1,220,839
Refer Note 7 (b),
Schedule 22)

1,469,149,726 1,352,620,167 (27,750,484) 2,794,019,409 395,694,923 583,002,008 147,150,570 1,125,847,500 1,668,171,909 1,073,454,803

Previous year 2,234,383,647 523,088,050 (1,288,321,971) 1,469,149,726 907,197,532 (651,387,434) 139,884,825 395,694,923 1,073,454,803

Fixed Assets held for Sales/disposal (at estimated net realisable value - refer note (1) below) 731,928 731,928

Capital work-in-progress/ Advances 123,932,868 32,778,256

1,792,836,705 1,106,964,987

Notes:
(1) Fixed Assets held for sale/disposal have been stated at their estimated net realisable/disposal value and include the following:
(I) Land & Building Rs. 231,928 (Previous Year Rs. 231,928)
(II) Plant & Machinery Rs. 500,000 (Previous Year Rs. 500,000)
# includes fixed asset of subsidiaries acquired during the year.
## includes accumulated depreciation of subsidiaries acquired during the year.

Annual Report 2008-09 63

Schedules annexed to and forming part of the Consolidated Balance Sheet
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees Rupees

SCHEDULE “7” - INVESTMENTS - (At Cost)

I. Long-term, unquoted, unless otherwise stated
A. Government of India Securities:
(i) 7 Year National Savings Certificates 4,240 4,240
(ii) 12 Year National Defence Certificates 6,000 6,000
(iii) 6 Year National Savings Certificates
(held as security by Government Departments) 7,000 7,000
17,240 17,240
B. Investment in Associates
In Equity Shares:
(i) Nil shares (Previous year 7,276,800) of Uniflex Cables Limited - 365,062,732
of Rs. 10 each, fully paid up (quoted)
(ii) Nil warrants (Previous year 2,600,000) Fully Convertiable
Warrants of Uniflex Cables Limited (Face Value Rs. 42.50 each)
Partly paid Rs. 4.25 each - 18,388,201
383,450,933
Add: Accumulated Profit / (Loss) (12,988,000)
370,462,933
C. Non Trade:
4,200 Shares of Natpur Co-operative Bank Limited of Rs. 50 each 210,000 210,000
210,000 210,000
II. Current (At lower of cost and market value)
Units of Mutual Fund:
(i) Nil Units of Rs. 10 each (Previous year 52,672 units) - 526,897
in ING Vysya Liquid Fund Institutional
- Daily dividend option
(ii) Nil Units of Rs. 10 each (Previous year 93,783 units) - 1,185,429
in Principal Floating rate fund FMP - Institutional
option growth plan
(iii) Nil Units of Rs. 10 each (Previous year 105,784 units) - 1,066,400
in HDFC Floating Rate Income Fund
(iv) Nil Units of Rs. 1,000 each (Previous year 546 units) - 519,428
in UTI Liquid plus Fund Institutional-Daily dividend option
(v) Nil Units of Rs. 10 each (Previous year 50,565 units) in - 505,756
ICICI Prudential Floating rate plan - daily dividend
- 3,803,910
Total 227,240 374,494,083
Aggregate book value of unquoted investments 227,240 18,615,441
Aggregate book value of quoted investments and
investments in mutual funds - 355,878,642
Aggregate market value of quoted investments and
investments in mutual funds - 306,192,465

64 Apar Industries Limited

Schedules annexed to and forming part of the Consolidated Balance Sheet
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees Rupees
SCHEDULE “7” - INVESTMENTS - (At Cost) (Contd.)
Investments purchased and sold during the year Units purchased Units Sold
(i) Religare Mutual Fund- Liquid Fund 2,749,092 2,749,092
(ii) Reliance Mutual Fund - Floating rate daily dividend 8,462,491 8,462,491
(iii) Tata Mutual Fund - Liquid Super High daily dividend 35,890 35,890
(iv) Kotak Mutual Fund - Liquid Institutional daily dividend 9,718,971 9,718,971
(v) DWS Insta cash plus fund Reg. plan - Daily dividend 3,155,033 3,155,033
(vi) Sunderam SBNPP Ultra st. fund retail growth 1,815,459 1,815,459
(vii) Birla Sunlife income plus 632,223 632,223
(viii) ICICI Liquid Plan 1,687,550 1,687,550
(ix) ICICI Liquid I (Institution) Daily Dividend 25,000 25,000

SCHEDULE “8” - INVENTORIES

(At lower of cost and net realisable value)
Stores and spare parts 88,568,291 56,829,953
Raw materials and components # 2,544,336,154 2,020,600,849
Work-in-progress 477,962,102 225,370,525
Finished goods * 524,359,941 504,769,591
Total 3,635,226,489 2,807,570,918
# Including Raw materials in transit Rs. 679,137,020 (Previous year Rs.897,213,805)
* Including stock of traded goods Rs. 17,442,147 (Previous year Rs.11,203,352)
SCHEDULE “9” - SUNDRY DEBTORS
Debts outstanding for a period exceeding six months
Secured
Considered good 233,927 211,579
Unsecured
Considered good 803,371,575 296,013,520
Considered doubtful 41,991,828 5,396,889
845,597,330 301,621,988
Other debts - Considered good
Secured 1,969,558 1,910,193
Unsecured 4,306,515,148 3,635,011,465
4,308,484,706 3,636,921,658
Less: Provision for doubtful debts 21,510,962 5,396,889
Total 5,132,571,074 3,933,146,757

SCHEDULE “10” - CASH AND BANK BALANCES

Cash on hand 12,237,406 1,817,489
Fund in Transit 9,143,586 -
Balances with Scheduled Banks :
- in current accounts 1,491,625,326 634,638,276
- in cash credit accounts 1,441,985,757 -
- in deposit accounts 85,531,370 163,562,877
- in margin money accounts* 3,066,785,549 4,114,420,737
6,085,928,002 4,912,621,890
Share of Joint Venture (Refer Note 7(b) , Schedule 22) 1,935,764 5,593,353
Total 6,109,244,758 4,920,032,732
* Against Letters of Credit for Company’s imports of raw material

Annual Report 2008-09 65

Schedules annexed to and forming part of the Consolidated Balance Sheet
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees Rupees

SCHEDULE “11” - LOANS AND ADVANCES

Unsecured, considered good, unless otherwise stated
Advances recoverable in cash or
in kind or for value to be received *
- Considered good 1,440,320,501 1,079,922,548
- Considered doubtful 8,275,000 8,275,000
1,448,595,501 1,088,197,548
Less:- Provision for doubtful advances 8,275,000 8,275,000
1,440,320,501 1,079,922,548
Advance money against Investment held in Escrow account - 209,446,653
Balances with Excise Department:
in current account 80,135 666,890
Advance payments of tax less provisions 196,878,070 -
Interest accrued but not due on deposits/margin monies 49,518,233 75,487,596
Share of Joint Venture (Refer Note 7(b) , Schedule 22) 3,338,966 615,034
Total 1,690,135,905 1,366,138,721

* Includes Rs. 3,975,095 being excise/custom duty paid

under protest (Previous year Rs. 5,613,819)
* Includes Rs. 6,110,417 being sales tax paid under protest
(Previous year Rs. 6,110,417)

SCHEDULE “12” - CURRENT LIABILITIES

Sundry creditors (Refer Note 3 of Schedule 22)
- Total outstanding dues of Micro, Small and Medium Enterprises 37,017,709 2,204,518
- Total outstanding dues of creditors other than Micro,
Small and Medium Enterprises 12,378,305,145 9,458,839,000
Other liabilities 1,927,644,737 849,225,704
Unclaimed dividend (to be credited to Investor Education and 382,869
Protection Fund when due) - 382,869
Book overdraft 3,757,986 59,799,371
Interest accrued but not due on loans 50,832,749 61,154,383
Share of Joint Venture (Refer Note 7(b) , Schedule 22) 1,678,817 446,806
Total 14,399,237,143 10,432,052,651

SCHEDULE “13” - PROVISIONS

Gratuity - In respect of Directors 1,926,076 1,576,638
- Others 2,801,292 -
Accumulated and unavailed leave 14,668,435 10,087,652
Provision for Income tax (net of advance payments) - 28,305,733
Proposed dividend - 129,344,124
Tax on proposed dividend - 21,982,034
Share of Joint Venture (Refer Note 7(b) , Schedule 22) 457,161 162,846
Total 19,852,964 191,459,027

66 Apar Industries Limited

Schedules annexed to and forming part of the Consolidated Balance Sheet
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees Rupees

SCHEDULE “14” - MISCELLANEOUS EXPENDITURE

(to the extent not written off or adjusted)
Voluntary Retirement Compensation
Opening Balance 28,963,562 42,524,809
Add: Incurred during the year - 3,840,623
Less: Amortized during the year (17,401,870) (17,401,870)
11,561,692 28,963,562
Total 11,561,692 28,963,562

Schedules annexed to and forming part of the Consolidated Profit and Loss Account
2008-09 2007-08
Rupees Rupees Rupees

SCHEDULE “15” - SALE OF GOODS, SERVICES AND

RELATED RECOVERIES (NET OF EXCISE)

Sales 26,712,267,766 18,432,614,737

Less: Excise duty (2,384,262,874) (1,768,430,298)
24,328,004,892 16,664,184,439
Sale of traded goods 422,292,260 124,975,333
Sale of raw materials 119,939,063 127,773,124
Scrap sales 26,898,535 40,176,928
Export benefits 276,918,627 118,286,512
Rebate/refund of excise duty on deemed/physical exports 791,262,013 242,933,663
Transport charges recovered 398,262,275 322,946,531
Processing and other service charges 7,019,482 16,981,786
Total 26,370,597,147 17,658,258,316

SCHEDULE “16” - OTHER INCOME

Sale of power generated by Wind Mill - 7,061,219
Commission 1,806,212 1,428,531
Profit on sale/ disposal of fixed assets (Net) 3,841,950 7,508,642
Provision for expenses no longer required/ sundry balances,
written back 1,835,350 21,720,486
Profit on sale of current investments 1,027,749 2,962,444
Dividend on current investments 185,493 2,622,666
Sundry Income 53,568,131 12,827,007
Total 62,264,885 56,130,995

Annual Report 2008-09 67

Schedules annexed to and forming part of the Consolidated Profit and Loss Account
2008-09 2007-08
Rupees Rupees Rupees

SCHEDULE “17” - OPERATING AND OTHER EXPENSES

Raw materials and components consumed* 22,177,311,868 14,020,613,741
Purchase of traded goods 415,186,855 111,914,153
Excise duty adjustment of finished goods stock 8,685,263 7,953,578
Power, electricity and fuel 316,676,521 291,187,398
Stores, spare parts** 84,309,630 74,198,615
Packing Material 741,036,842 485,717,938
Storage charges 68,008,023 21,936,089
Processing charges, Fabrication & Labour Charges 178,382,652 139,444,602
Repairs and maintenance :
Buildings 2,765,798 6,727,509
Plant and machinery 18,798,998 30,409,537
Others 11,842,728 9,044,181
33,407,524 46,181,227
Insurance 34,831,536 31,830,639
Rent 12,181,363 6,823,883
Rates and taxes 10,743,230 15,859,463
Payment to and provision for employees :
Salaries, wages and bonus 215,146,937 150,487,813
Contribution to provident and other funds 20,894,563 19,192,721
(including unquantified gratuity in respect of a director)
Provision for gratuity in respect of directors 349,438 429,500
Workmen and staff welfare expenses 19,408,880 14,407,467
255,799,818 184,517,501
Directors’ sitting fees 624,196 677,500
Commission to Chairman, Managing Director
and Joint Managing Director - 19,553,988
Lease rentals 1,338,300 1,397,401
Freight outward 805,036,176 659,008,355
Commission on sales 113,680,839 108,011,315
Discounts and rebates 41,597,319 35,402,328
Advertisement expenses 2,348,669 2,034,625
Donations 259,500 22,350
Legal and Professional fees 53,871,530 31,486,460
Royalty 59,980,689 6,263,849
Miscellaneous expenses 292,508,952 165,240,313
Bad debts and advances written off (net) (579,876) 66,928,675
Less: Provision for doubtful debts utilised - (24,606,171)
(579,876) 42,322,504
Provision for doubtful debts / advances (net) 16,114,073 10,525,233
Bank charges and commission 214,616,302 119,056,516
Share of Joint Venture (Refer Note 7(b) , Schedule 22) 34,413,502 12,415,510
Total 25,972,371,296 16,651,597,074

* includes gain on derivative contract Rs. 34,531,629 ( Previous year loss of Rs. 58,942,812).
** include stores and spares consumed for repairs and maintenance of plant and machinery, not separately ascertained.

68 Apar Industries Limited

Schedules annexed to and forming part of the Consolidated Profit and Loss Account
2008-09 2007-08
Rupees Rupees Rupees

SCHEDULE “18” - DECREASE/(INCREASE) IN STOCKS

Opening stock of finished goods, work-in-progress and scrap 730,140,116 761,441,959
Opening stock of subsidiary acquired during the year 167,656,956 -
Adjustment to stock pertaining to Polymer business sold as slump sale - 217,499,325
Closing stock of finished goods, work-in-progress and scrap 1,002,322,043 730,140,116
Total (104,524,971) (186,197,482)

SCHEDULE “19” - INTEREST AND DISCOUNTING

CHARGES (NET)
On loans for fixed periods 32,437,327 27,727,572
On other loans / facilities 791,874,572 468,920,842
824,311,899 496,648,414
Less: Interest earned- gross (tax deducted at source Rs. 86,756,218
(Previous year Rs.23,730,704)
On bank deposits (399,180,185) (125,393,601)
Others (12,632,725) (743,426)
(411,812,910) (126,137,027)
Total 412,498,989 370,511,387

* Mainly on margin monies held against letter of credit for

Company’s import of raw material

SCHEDULE “20” - EXCEPTIONAL ITEMS (NET) -

(INCOME) / EXPENSE

Amortisation of Voluntary Retirement Scheme compensation 17,401,870 17,401,870

Storage charges - 21,000,000
Total 17,401,870 38,401,870

SCHEDULE “20A” -EXTRAORDINARY ITEMS (NET) -

(INCOME)/EXPENSE - NET OF TAX

Profit on sale of Polymer Business - (82,585,300)

Profit on sale of Development Rights - (303,699,064)
- (386,284,364)

Less: Income Tax - 63,237,221

Total - (323,047,143)

Annual Report 2008-09 69

Schedules annexed and forming part of the Consolidated Financial Statement
SCHEDULE “21” SIGNIFICANT ACCOUNTING POLICIES
1. Basis of Preparation of financial statements:-
The financial statements are prepared on accrual basis under the historical cost convention and comply in all material
aspects with the generally accepted accounting principles in India, the Accounting Standards prescribed under section 211
(3C) of Companies Act,1956 and the applicable provisions thereof.
2. Use of estimates:-
The preparation of financial statements is in conformity with generally accepted accounting principles (“GAAP”) which
requires the management of the Company to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ
from those estimates. Any revision to accounting estimates is recognized prospectively in current and future periods.
3. Significant accounting policies:-
(A) Basis of preparation and principles of consolidation: -
The Consolidated Financial Statements relate to Apar Industries Limited (the Company) and its subsidiary companies
viz. Poweroil Speciality Products FZE, a company incorporated in Sharjah, Uniflex Cables Limited, a Company incorporated
in India and its downstream subsidiary Marine Cables and Wires Private Limited, Petroleum Specialities Pte. Ltd., a
company incorporated in Singapore, and its downstream subsidiary viz. Quantum Apar Speciality Pty. Ltd., a company
incorporated in Australia. It also includes 50% share in Apar Chematek Lubricants Ltd., a company incorporated in
India, 50:50 Joint Venture with Chematek S.p.A. Italy.
The Consolidated Financial Statements have been prepared on the following basis:
(i) Subsidiaries
The financial statements of the Company and its subsidiary companies have been combined on a line-by-line
basis by adding together the book values of like items of assets, liabilities, incomes and expenses, after eliminating
intragroup balances, intra group transactions and also resulting unrealized profits or losses. The consolidation
procedures are in accordance with the requirements of Accounting Standard 21 – ‘Consolidated Financial Statements’,
notified by the Companies Accounting Standard Rules, 2006.
The excess of the cost to the company of its investment in subsidiary / Associate companies over its share of the
equity of the subsidiary companies at the dates on which the investments in the subsidiary companies are made,
is recognized as ‘Goodwill’ being an asset in the consolidated financial statements. Alternatively, where the share
of equity in the subsidiary / Associates companies as on the date of investment is in excess of cost of investment
of the company, it is recognized as ‘Capital Reserve’ and shown under the head ‘ Reserve and Surplus’, in the
consolidated financial statements.
Minority interests in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the
minority shareholders at the dates on which investments are made by the Company in the subsidiary companies
and further movements in their share in the equity, subsequent to the dates of investments.
In case of foreign subsidiaries, revenue items are consolidated at the average exchange rates that prevailed
during each month of the year. All assets and liabilities are converted at the rates prevailing at the end of the year.
Exchange gains and losses arising on conversion are recognized in the Exchanges fluctuation reserve.
The financial statements of the subsidiary /Joint Venture considered for consolidation are drawn up to the same
reporting date as that of the Company.
The Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and
other events in similar circumstances and are presented to the extent possible, in the same manner as the
Company’s’ stand alone financial statements.
(ii) Joint Venture
Interest in a jointly controlled entity is accounted using proportionate consolidation method.
(iii) Investment in Associates
Investments in entities in which the parent company or any of its subsidiaries has significant influence but not a
controlling interest, are reported according to the equity method i.e. investment is initially recorded at cost,
identifying any goodwill arising at the time of acquisition. The carrying amount of investment is adjusted thereafter
for the post acquisition change in the investor’s share of net assets of the investee. The consolidated profit and
loss account includes the investor’s share of the results of the operations of the investee.
(B) Fixed assets, Depreciation and Amortization:-
(i) Fixed assets are stated at cost of acquisition / construction (net of CENVAT) less accumulated depreciation. Cost
includes purchase price and other costs attributable to acquisition / construction of fixed assets.

70 Apar Industries Limited

Schedules annexed and forming part of the Consolidated Financial Statement
SCHEDULE “21” SIGNIFICANT ACCOUNTING POLICIES (Contd.)
(ii) Depreciation on assets is provided at the rates and in the manner prescribed under Schedule XIV of the Companies
Act, 1956 (except as stated in (iii) below):
(a) in respect of assets of Uniflex Cables Limited and Polymers Division at Valia on straight line method, and;
(b) in respect of assets of other Divisions, on written down value method except in respect of building and plant
and machinery purchased after 30.4.1987, which are depreciated on straight line method.
(c) Capital Expenditure in respect of which ownership does not vest with the Company is amortized over a
period of five years. Leasehold land is amortized over the period of lease.
(d) Certain items of plant and machinery which have been considered to be continuous process plant by the
management are depreciated at the prescribed rates.
(iii) In the cases where the estimated useful life of the asset is less as compared to useful life estimated in Schedule
XIV of the Companies Act, 1956, such assets are depreciated at rates higher than those prescribed under Schedule
XIV of the Companies Act, 1956.
Asset Rate
Factory building at Nalagarh Over the lease period
(iv) In respect of assets costing less than Rs.5,000 each and temporary structures, 100% depreciation is provided in
the year of addition.
(v) Borrowing costs attributable to acquisition/construction of qualifying assets within the meaning of the accounting
standard 16 on “borrowing costs” are capitalised as a part of the cost of fixed assets.
(vi) Pre-operation expenses including trial run expenses (net of revenue) are capitalized.
(C) Impairment of assets: -
The Company assess, at each balance sheet date, whether there is any indication of impairment of the carrying
amount of the Company’s assets. An impairment loss is recognized in the profit and loss account wherever the carrying
amount of the assets exceeds its estimated recoverable amount. The recoverable amount is greater of the net selling
price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value,
based on an appropriate discounting factor. Impairment losses are recognized in the profit and loss account. The
impairment loss recognized in prior accounting period is reversed if there has been change in recoverable amount.
(D) Investments: -
Investments other than in subsidiaries, Joint Ventures and Associates have been accounted as per Accounting Standard
(AS) 13 “Accounting for Investments” .
(E) Inventories :-
Inventories are valued at standard cost basis except of a subsidiary Uniflex Cables Limited where it is valued on FIFO
basis. As on 31.03.2009, Uniflex Cables Limited is carrying 14% of Group inventories. Inventories are valued at lower
of cost and net realisable value (cost of finished goods includes material cost, cost of labour and attributable manufacturing
overheads) on the basis of full absorption costing. Cost of materials is arrived at on weighted average basis. Inventory
of scrap is valued at estimated realisable value. Inventories of Finished Goods include excise duty as applicable.
(F) Government Grants: -
(i) Government grants are recognised in the financial statements when they are received and there is reasonable
assurance that the Company will comply with the conditions attached to them.
(ii) Government grants, which are in the nature of refundable interest free loans received from government/semi-
government authorities, are credited to secured/unsecured loans.
(iii) Government grants which are in the nature of subsidies received from government/semi-government authorities
and which are non-refundable are credited to reserves.
(G) Employee stock options:-
In respect of the employee stock options, the excess of fair price on the date of grant over the exercise price is
recognized as deferred compensation cost amortized over vesting period.
(H) Voluntary Retirement Schemes:-
Compensations paid under voluntary retirement schemes are amortized over a period not exceeding 5 years, up to
31st March,2010.
(I) Enterprise Resource Planning Cost:
Cost of implementation of ERP Software including all related direct expenditure is amortized over a period of 5 years
on successful implementation.
(J) Share Issue Expenses:
Share issue expenses are written off against share premium account if any or amortized over a period of 5 years.

Annual Report 2008-09 71

Schedules annexed and forming part of the Consolidated Financial Statement
SCHEDULE “21” SIGNIFICANT ACCOUNTING POLICIES (Contd.)
(K) Revenue recognition: -
(i) Sale of goods is recognised on despatch to customers and on date of shipment in case of exports. Sales exclude
amounts recovered towards sales tax and excise duty and are net of returns.
(ii) Price variation claims are accounted in accordance with the terms of contract and/or upon admittance by customers.
(iii) Dividend income on investment is recognised when the right to receive payment is established.
(iv) In respect of service activities, income is recognised as and when services are rendered.
(L) Post-employment benefits:
Defined Contribution Plans: In respect of the Company’s provident fund scheme, the Company makes specified
monthly contributions towards employee provident fund directly to the Government under the Employees Provident
Fund Act, 1952 and is not obliged to bear the shortfall, if any, between the return on investments made by the
Government from the contributions and the return on notified interest rate. In respect of the Company’s approved
superannuation scheme, the Company makes specified contributions to the superannuation fund administered by the
Company and the return on investments is adequate to cover the commitments under the scheme. The Company’s
contribution paid/payable under these schemes is recognized as expense in the profit and loss account during the
period in which the employee renders the related service.
Defined Benefit Plans: In respect of the Company’s gratuity and leave wages schemes, the present value of the
obligation under such scheme is determined based on actuarial valuation using the Projected Unit Credit Method. The
discount rates used for determining the present value of the obligation is based on the market yields on Government
securities as at the balance sheet date. Actuarial gains and losses are recognized immediately in the Profit & Loss
Account. Long term compensated absences are provided for based on actuarial valuation, made at the year end, by
independent actuaries.
(M) Translation of foreign currency :-
(i) The Company translates foreign currency transactions during the year, at the conversion rates prevailing on
transaction dates.
(ii) Monetary items remaining unsettled at the year end are translated/reported at the year end rate. Exchange
differences arising on such revaluation are recognised in the Profit and Loss Account.
(iii) Non-Monetary items (other than fixed assets) are reported at the exchange rate at which they are accounted.
(iv) In case of forward contracts, premium on the forward contracts is recognized as income or expense over the life
of the contract.
(N) Hedging transactions (Aluminium):-
All gains or losses in respect of hedging transactions are recognised in the financial statements on settlement/squaring
off. Commission etc. in respect of such transactions is accounted on accrual basis.
(O) Export benefits/Incentives: -
The Company accounts for excise duty rebate on deemed and physical exports and duty entitlements/focus benefits
on physical exports on accrual basis. Premium on special import licence is credited in the accounts as and when
realised. The benefits in the form of entitlements to Advance Licenses for duty free import of raw materials in respect
of exports made are accounted when such imports are made.
(P) Claims against the Company not acknowledged as debts: -
The demands under disputed showcause notices / orders of statutory authorities are provided in the accounts on the
basis of management’s estimate and the balance, if any are included in contingent liability.
(Q) Taxes on income:-
Provision for taxation is made for both current and deferred taxes. Provision for current tax is made, at current rate of
tax, based on assessable income. Deferred tax resulting from timing differences between the book profits and the tax
profits is accounted for to the extent that the timing differences are expected to crystallize.
Deferred tax assets are not recognised on unabsorbed depreciation and carry forward losses unless there is virtual
certainty that sufficient future taxable income will be available against which such deferred tax assets will be realized.
(R) Provision for contingencies:-
A provision is recognized when there is a present obligation as a result of a past event, it is probable that an
outflow of resources will be required to settle the obligation and in respect of which reliable estimates can be made.
Disclosure of contingent liability is made when there is a possible obligation or a present obligation that may
but probably will not require an outflow of resources. When likelihood of such outflow is remote, no provision or
disclosure is made. Provision arising from litigations, assessments by statutory authorities, etc. is made when
the Company based on legal advise wherever necessary estimates that the liability has been incurred and the amount
can be reasonably estimated.

72 Apar Industries Limited

Schedules annexed and forming part of the Consolidated Financial Statement
SCHEDULE “22” NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees

1. Contingent liabilities not provided for:

(a) Bills of exchange discounted 1,584,082,553 396,549,670
(b) Taxation:
Disputed demands of income tax 17,851,595 5,389,147
(c) Claims against the Company not acknowledged as debts -
(i) Demand / Show cause-cum-demand notices received and
contested by the Company with the relevant appellate authorities:
Excise Duty (also refer note below) 16,819,156 9,265,168
Service Tax 1,984,896 1,984,896
Custom duty 65,321,089 30,217,798
Sales tax 59,080,673 231,717,799
(ii) Arbitration award regarding dispute of alleged contractual non
performance by the company, against which the Company is
in appeal before Mumbai High Court. 61,048,671 56,465,436
(iii) Interest on delayed payment of Excise duty, (which duty payment
was revenue neutral) on certain Deemed Exports as per settlement
commission’s order against which the Company is in appeal before
Mumbai High Court. 44,507,841 44,507,841
(iv) Demand / charges levied by the Local Authorities 2,000,000 20,259,237
(v) Labour matters 16,621,439 16,431,439
(vi) Others 46,796,910 -
2. Estimated amount of contracts remaining to be
executed on capital account and not provided for (Net of advances) 21,432,318 3,864,149
3. Disclosure required under the Micro, Small and Medium Enterprises
Development Act, 2006 are given as follows:
(a) (i) Principal amount outstanding as on March 31, 2009. 36,999,458 2,204,518
(ii) Interest due on the above. 18,251 -
(b) Interest accrued and remaining unpaid at the end of the year 18,251 1,390
(c) Amount of interest due and payable for the year of delay in
making payment without adding the interest specified under the act - -

The above information and that given in Schedule “12” - Current Liabilities regarding micro enterprises and small enterprises
has been determined on the basis of information available with the Company.

4. In the previous year, in terms of the shareholders’ approval regarding sale of polymer business at Valia (Polymer division),
the Group exited from the Polymer business by selling its Polymer division, as a going concern, to Eliokem India Private
Limited (Eliokem) on a slump sale basis w.e.f. 16th February, 2008 for a total consideration of Rs. 9,231.50 lacs (net). The
pre-tax profit and related tax is as follows:
(Rs. In Lacs)

Pre- tax profit 825.85

Income Tax (581.33)
Profit after tax 244.52

Annual Report 2008-09 73

Schedules annexed and forming part of the Consolidated Financial Statement
SCHEDULE “22” NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The asset, liabilities transferrred to Eliokem as at 15th February, 2008 and revenue and expenses for the period ended upto
15th February, 2008 contains following amounts relating to discontinued operations of polymer unit.
For the period For the year
Particulars ended ended
15.02.2008 31.03.2007
Rupees Rupees
Revenue 1,758,613,776 1,333,054,539
Expenditure 1,641,699,000 1,298,995,158
Profit before tax 116,914,776 34,059,381
Profit after tax 77,175,444 22,594,993
Particulars As at As at
15.02.2008 31.03.2007
Total Assets 1,543,905,311 1,494,631,093
Total Liabilities 747,941,590 510,165,539
795,963,721 984,465,554

Profit after tax attibutable to discontinued operation of the Company has been calculated using the statutory tax rates for
the respective years.
5. (a) In the Previous year ‘Exceptional items’ includes a charge of Rs. 210 lacs arising out of a litigation relating to earlier
years.
(b) In the Previous year ‘Extraordinary items’ comprise (i) a profit of Rs. 2985.95 lacs (net of tax) arising from Development
Agreement entered with the Developer for the grant of development rights in their favour in respect of the Group’s
property situated at Mahul, Chembur, Mumbai, (ii) a profit of Rs. 244.52 lacs (net of tax) as stated in note 4 below.
6. The Group has entered into non-speculative commodity forward contract in order to hedge its exposure to fluctuations in
the metal prices against requisite firm price sales contract (received / to be received ) for its conductor segment. The mark
to market loss on such contract, in accordance with the announcement dated March 28, 2008, issued by the Institute of
Chartered Accountants of India, amounting to Rs. 171,32.36 lacs as at March 31, 2009, has not been provided in the
Accounts, as in the opinion of the management such loss is notional in nature and the said loss would get extinguished on
excecution of firm sale price orders corresponding to these commodity forward contracts. The mark to market loss in
respect of outstanding contracts as on June 23, 2009 is Rs. 104,00 lacs.
7. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS 21) - “Consolidated
Financial Statements”, Accounting Standard 23 (AS 23) - “ Accounting for Investments in Associates in Consolidated
Financial Statements” and Accounting Standard 27 (AS 27) - “Financial Reporting of Interest in Joint Ventures” notified by
Companies (Accounting Standards) Rules, 2006.
(a) The subsidiaries (which along wih Apar Industries Limited, the parent, constitute the Group) considered in the
consolidated financial statements are:
Name of the Company Country of % of voting % of voting
Incorporation power held as on power held as on
March 31, 2009 March 31, 2008

Petroleum Specialities Pte. Ltd. Singapore 100 100

Quantum Apar Speciality Oils Pty. Ltd -
(Subsidiary of Petroleum Specialities Pte. Ltd.) Australia 65 65
Poweroil Speciality Products FZE U.A.E 100 100
Uniflex Cables Limited India 65.47 33.41
Marine Cables & Wires Private Limited
(100% subsidiary of Uniflex Cables Limited) India 65.47 -

74 Apar Industries Limited

Schedules annexed and forming part of the Consolidated Financial Statement
SCHEDULE “22” NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
(b) Interests in Joint Ventures
The Group’s interests in jointly controlled entity (incorporated Joint Venture) is:

Name of the Company Country of % of ownership % of ownership

Incorporation interest as at interest as at
March 31, 2009 March 31, 2008
Apar Chematek Lubricants Limited India 50 50

As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees

I. Assets
1. Fixed Assets (including capital work-in-progress) 1,414,332 1,220,845
2. Investments
3. Deferred Tax Asset (Net) 13,092,116 2,048,744
4. Current Assets, Loans and Advances
(a) Sundry Debtors - 6,892,461
(b) Cash and Bank Balances 1,935,764 5,593,353
(c) Loans and Advances 3,338,966 615,034
II. Liabilities
1. Shareholders’ Funds including Reserves and Surplus (7,901,978) (15,760,785)
2. Loans (3,500,000) -
3. Current Liabilities and Provisions
a) Liabilities (7,922,038) (446,806)
b) Provisions (457,161) (162,846)

For the year For the year

ended ended
March 31, 2009 March 31, 2008
Rupees Rupees
III. Income
1. Service income 3,349,621 6,892,461
IV. Expenses
1. Operating and other expenses (34,413,502) (12,415,510)
2. Depreciation (295,420) (273,427)
3. Interest (280,377) -
4. Profit before taxation (31,639,679) (5,796,476)
5. Provision for taxation
(including deferred taxation and fringe benefit tax) 10,868,372 1,483,147
6. Net profit / (Loss) (20,771,307) (4,313,329)
V. Other matters
1. Contingent Liabilities - -
2. Capital Commitments - -

8. The goodwill arising on acquisition of Uniflex Cables Limited, (“UCL”), amounts to Rs. 60,30.83 lacs as at March, 2009.
After the Company got actually involved in day to day affairs of UCL in September, 2008, the group has taken various steps
in area of its productivity, debottlenecking of manufacturing facility, expansion of production line and market, strengthening
of managerial resources etc. and losses incurred by the UCL thereafter are reducing gradually. The company is of the view
that these steps will result in substantial improvement in future earning of UCL. Accordingly, the Company is of the opinion
that there is no diminution in value of goodwill requiring any provision for its impairment.

Annual Report 2008-09 75

Schedules annexed and forming part of the Consolidated Financial Statement
SCHEDULE “22” NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees
9. Disclosures in respect of Land of manufacturing site taken on lease
(a) Lease rentals recognised in the Profit and Loss Account 1,338,300 1,397,401
(b) Lease agreements for leasehold land of manufacturing site
are for period ranging between 7 to 9 years, and are renewable for
rental increase. The Company has given refundable interest free
security deposits under this agreements and cannot transfer,
assign or sub lease the land to others.
(c) Future minimum lease payments under non-cancellable agreements
Not later than one year 1,440,915 1,434,300
Later than one year and not later than five years 4,078,078 5,293,441
Later than five years 296,335 521,887

10. As per the Revised Accounting Standard 15 “Employees Benefits”, the disclosure of employee benefits as defined in the
Accounting Standard are given below:

Defined Contribution Plan (In Rupees)

2008-09 2007-08
Contributions to Defined Contribution Plan, recognised as
expense for the year are as under:
Employer’s Contribution to Government managed
Provident Fund and Family Pension Fund 12,168,550 8,673,155
Employer’s Contribution to Superannuation Fund 4,876,044 3,611,817
Defined Benefit Plan
The employees’ gratuity fund scheme managed by a Trust is a defined benefit
plan. The present value of obligation is determined based on actuarial valuation
using the Projected Unit Credit Method, which recognises each period of service
as giving rise to additional unit of employee benefit entitlement and measures
each unit separately to build up the final obligation. The obligation for leave
enchashment is recognized in the same manner as gratuity.
(i) Changes in Defined Benefit Obligation during the year

(Rupees in Lacs) (Rupees in Lacs)

2008-2009 2007-2008
Leave Leave
Gratuity Encashment Gratuity Encashment
(Funded) (Unfunded) (Funded) (Unfunded)
Defined Benefit obligation at beginning of the year *316.13 110.03 270.50 125.73
Current Service Cost 23.00 14.57 16.85 3.76
Interest Cost 24.09 7.80 21.30 7.86
Actuarial (gain) / loss 29.99 47.08 35.45 24.71
Benefits paid (34.53) (29.65) (41.30) (60.03)
Defined Benefit obligation at end of the year 358.68 149.83 302.80 102.03

* excludes fund aggregating Rs. 7,361,301 in respect of Polymer business sold in the previous year, to be transferred
to a recognised Gratuity Fund of buyer.

76 Apar Industries Limited

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)
(ii) Changes in fair value of Plan Assets
(Rupees in Lacs) (Rupees in Lacs)
2008-2009 2007-2008
Leave Leave
Gratuity Encashment Gratuity Encashment
(Funded) (Unfunded) (Funded) (Unfunded)
Fair value of plan assets at beginning of the year * 291.44 - 270.50 -
Expected return on plan assets 22.93 - 24.35 -
Actuarial gain / (loss) 3.31 - (5.81) -
Employer Contribution 46.10 29.65 54.59 60.03
Benefit paid (34.53) (29.65) (41.30) (60.03)
Fair value of plan assets at year end 329.25 - 302.33 -
Actual return on plan assets 25.24 - 18.54 -
* excludes fund aggregating Rs. 7,361,301 in respect of Polymer business sold in the previous year, to be transferred
to a recognised Gratuity fund of buyer.
(iii) Net Asset / (Liability) recognised in the Balance Sheet as at March 31, 2009

(Rupees in Lacs) (Rupees in Lacs)

2008-2009 2007-2008
Leave Leave
Gratuity Encashment Gratuity Encashment
(Funded) (Unfunded) (Funded) (Unfunded)

Fair Value of plan assets 329.25 - 302.33 -

Present value of obligation 358.68 149.83 302.80 102.03
Amount recognised in Balance Sheet 29.43 149.83 0.47 102.03
(iv) Expense recognised during the year
(Rupees in Lacs) (Rupees in Lacs)
2008-2009 2007-2008
Leave Leave
Gratuity Encashment Gratuity Encashment
(Funded) (Unfunded) (Funded) (Unfunded)
Current Service Cost 23.00 14.57 16.85 3.76
Interest Cost 24.09 7.80 21.30 7.86
Expected return on plan assets (22.93) - (24.35) -
Net Actuarial (gain) / loss 26.68 47.08 41.26 24.71
Net Cost 50.84 69.45 55.06 36.33
(v) Actuarial Assumptions

Leave Leave
Gratuity Encashment Gratuity Encashment
(Funded) (Unfunded) (Funded) (Unfunded)
Mortality Table (LIC) 1994-96 1994-96 1994-96 1994-96
(Ultimate) (Ultimate) (Ultimate) (Ultimate)

Discount rate (per annum) 7.5% 7.5% 8% 8%

Expected rate of return on plan assets
(per annum) 8% - 8% -
Rate of escalation in salary (per annum) 5% 5% 5% 5%
Attrition rate 2% 2% 2% 2%

Annual Report 2008-09 77

Schedules annexed to and forming part of the Financial Statement
SCHEDULE “22” NOTES TO THE FINANCIAL STATEMENTS (Contd.)
(vi) Broad Category of Plan Assets relating to Gratuity on a percentage of total Plan Assets
Particulars: Percentage (%) Percentage (%)
Public Securities 0.61 4.92
Special Deposit Schemes 7.66 36.92
State Govt. Securities 0.31 0.43
Private Sector Securities 73.24 44.89
Fixed Deposit with bank 6.12 -
Others (including bank balances) 12.06 12.84
100.00 100.00
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority,
promotions and other relevant factors including supply and demand in the employment market. The above information
is certified by the actuary.
The expected rate of return on plan asset is determined considering several applicable factors, mainly the composition of
plan assets held, assessed risks, historical results of return on plan assets and the Company’s policy for plan asset
management.
During the year, the charge in gratuity is higher by Rs. 9.65 Lacs (previous year - Nil) being increase in liability for
retirement/post retirement employee benefits arising from revision of assumptions used by actuary for actuarial valuation.
During the year, the charge in leave encashment is higher by Rs. 3.40 Lacs (previous year - Nil) being increase in liability
for retirement/post retirement employee benefits arising from revision of assumptions used by actuary for actuarial
valuation.
11. Related party disclosures
A. List of Related Parties
a) Joint Venture Company:
Apar Chematek Lubricants Limited
b) Key Managerial Personnel:
Mr. K. N. Desai - Managing Director
Mr. C. N. Desai - Jt. Managing Director
Mr. G. Sudhakar - Director - Petroleum Specialities Pte. Limited
Mr. Bijay Singh Baid - Ex-Chairman & Managing Director - Uniflex Cables Limited
Mr. Jay Kumar Baid - Ex-Executive Director - Uniflex Cables Limited
Mr. Ajay Kumar Baid - Ex-Executive Director - Uniflex Cables Limited
Mr. Sanjay Kumar Baid - Ex-Executive Director - Uniflex Cables Limited
Mr. V. K. Bajaj - Chief Operating Officer - Uniflex Cables Limited
Mr. Vinay Kumar Baid - Director - Marine Cables & Wires Private Limited
Mrs. Aruna Baid - Director - Marine Cables & Wires Private Limited
Mrs. Meenakshi Baid - Director - Marine Cables & Wires Private Limited
c) Chairman having significant influence:
Dr. N. D. Desai - Non executive Chairman
d) Relatives of Key Managerial Personnel
Mrs. Noopor Kushal Desai
Mrs. Vineeta R. Srivastava
Mr. Rishabh K. Desai
Mrs. Jinisha C. Desai
Ms. Gaurangi K. Desai
Mrs. M. N. Desai
Mr. Rajeev Srivastava
Mr. Devharsh C. Desai
Ms. Krishangi R. Srivastava
Miss Nikita C. Desai
Miss Radhika R. Srivastava

78 Apar Industries Limited

Schedules annexed and forming part of the Consolidated Financial Statement
SCHEDULE “22” NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

e) Entities over which significant influence is exercised by key managerial personnel / individuals
having significant influence:
Apar Corporation Private Limited Scope Private Limited
Consumers Services Private Limited-Merged
with Apar Corporation Private Limited Kushal N. Desai Family Trust
w.e.f 6th February, 2008
Kushal Chaitanya Desai Family Trust Chaitanya Desai Family Trust
Apar Masat Conductors Limited Apar Investment (Singapore) Pte. Limited -
(Subsidiary of Scope Private Limited)
Apar Technologies Private Limited Apar Investment Inc.
(Incorporated in BVI) (Subsidiary of Scope Private Limited)
Catalis World Private Limited Apar Technologies Pte. Ltd., Singapore
(Subsidiary of Apar Investment (Singapore) Pte. Ltd.)
Aditya Share Dealings & Trading Pvt. Ltd. Vinay Enterprises
Ganpati Share Cap Pvt. Ltd.
B. Related Party Transactions
(i) Joint Venture Company (Apar Chematek Lubricants Limited):
(Amount in Rupees)
Sr. No. Transactions 2008-09 2007-08
1 Investment in shares 12,912,500 9,877,500
2 Interest Received 560,754 -
3 Balance outstanding as on 31.03.2009
Payable for Services - 13,784,922
Receivable for advances given 19,486,440 110,341

(ii) Key Managerial Personnel :

Sr. No. Transactions 2008-09 2007-08
1 Interest paid 8,565,457 14,715,816
2 Directors’ remuneration 10,045,983 23,365,542
3 Dividends paid (payment basis) 50,702,644 44,364,814
4 Outstanding as on 31.03.2009
Loans and Deposits payable 157,737,831 68,200,000

(iii) Chairman having significant influence

Sr. No. Transactions 2008-09 2007-08

1 Interest paid 1,936,287 2,845,055
2 Directors’ commission - 6,517,996
3 Sitting Fees 10,000 -
4 Legal and Professional Fees 4,600,000 2,973,591
5 Dividends paid (payment basis) 25,709,944 22,496,201
6 Outstanding as on 31.03.2009
Loans and Deposits payable 48,100,000 12,000,000
(iv) Relatives of Key Managerial Personnel:

Sr. No. Transactions 2008-09 2007-08

1 Interest paid 7,840,803 7,106,896
2 Dividends paid (payment basis) 705,728 29,960
3 Outstanding as on 31.03.2009
Loans and Deposits 81,460,000 65,385,000

Annual Report 2008-09 79

Schedules annexed and forming part of the Consolidated Financial Statement
SCHEDULE “22” NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
(v) Entities over which key management personnel/individual having significant influence
(Amount in Rupees)
Sr. No. Transactions 2008-09 2007-08
1 Interest Paid 4,461,436 2,232,772
2 Interest Received - -
3 Rent Paid 2,970,577 2,405,000
4 Rent Received - -
5 Dividends paid (payment basis) 455,436 986,059
6 Unsecured loan given (repaid by borrower during the year) - -
7 Outstanding as on 31.03.2009
Loans and Deposits taken 89,548,824 29,849,964
Receivable for advances given 7,751,740 158,028
(vi) Associate Concern
Sr. No. Transactions 2008-09 2007-08
1 Investment in shares/Equity warrants - 383,450,932
2 Purchase of Raw Material - 133,712
3 Sales of Finished goods - 1,131,113
4 Guarantees given by the Company on behalf of the associate - 750,000,000
5 Outstanding as on 31.03.2008
a) Payable for supply of raw materials - 133,712
b) Receivable for advances given - 22,044,994

C. Disclosure in respect of transactions which are more than 10% of the total transactions of the same type
with related parties during the year
2008-09 2007-08
Rupees Rupees
(i) Interest Received
- Apar Chematek Lubricants Limited 560,754 -

(ii) Investment in Shares

- Apar Chematek Lubricants Limited 12,912,500 9,877,500

(iii) Interest paid

- Dr. N. D. Desai 1,936,287 2,845,055
- Kushal N. Desai 3,104,481 3,371,915
- Chaitanya N. Desai 5,460,976 11,343,901
- Rishabh K. Desai 3,338,921 3,313,295
- Vineeta R. Srivastava 2,907,080 2,311,000
- Apar Corporation Private Limited 4,290,415 1,998,783
(iv) Dividends paid (payment basis)
- Dr. N. D. Desai 25,709,944 22,496,201
- Kushal N. Desai 25,518,916 22,329,052
- Chaitanya N. Desai 25,183,728 22,035,762
(v) Legal & Professional Fees
- Dr. N. D. Desai 4,600,000 2,973,591
(vi) Rent Paid
- Apar Corporation Private Limited 2,970,577 2,317,500
- Consumers Services Pvt. Limited - 87,500

80 Apar Industries Limited

Schedules annexed and forming part of the Consolidated Financial Statement
SCHEDULE “22” NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
2008-09 2007-08
Rupees Rupees
(vii) Director Remuneration
- Kushal N. Desai 2,993,588 9,979,623
- Chaitanya N. Desai 3,024,909 10,057,066
Mr. G. Sudhakar - Director - Petroleum Specialities Pte. Limited 1,202,415 527,035
Mr. Bijay Singh Baid - Ex-Chairman & Managing Director - 418,431 -
Uniflex Cables Limited
Mr. Jay Kumar Baid - Ex-Executive Director - Uniflex Cables Limited 825,880 -
Mr. Ajay Kumar Baid - Ex-Executive Director - Uniflex Cables Limited 825,880 -
Mr. Sanjay Kumar Baid - Ex-Executive Director - Uniflex Cables Limited 700,880 -

12. The Company’s operations predominantly relate to manufacture of Conductors, Transformer/Speciality Oils and Polymers
which businesses have been identified as primary segments based on the Company’s risk profile and internal reporting
structure.
a. Business Segments (Rupees in Lacs)

Particulars Conductor Transformer & Polymers Power/Telecom Others Eliminations Total

Speciality Oils Cable

2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08
REVENUE
External Sales 136,542.23 78,103.56 117,285.97 79,768.73 - 18,432.32 9,437.03 - 440.74 277.98 - - 263,705.97 176,582.59
Other Income 251.00 81.81 305.37 279.12 - 110.44 10.82 - 55.46 89.93 - - 622.65 561.30
Inter-Segment Sales 1,800.58 - 203.32 787.83 - - 12.70 - - - (2,016.60) (787.83) (0.00) -
Total Revenue 138,593.80 78,185.37 117,794.66 80,835.68 - 18,542.76 9,460.55 - 496.21 367.91 (2,016.60) (787.83) 264,328.62 177,143.89
RESULT
Segment result 9,765.02 3,620.77 (3,572.59) 7,496.79 - 1,301.82 (86.64) - 49.29 72.92 - - 6,155.07 12,492.30

Unallocable
Corporate/Other
expenses (net of
miscellaneous
income) (2,150.44) (1,785.27)

Operating Profit 4,004.63 10,707.03

Interest Expense (8,243.12) (4,966.48)
Interest Income 4,118.13 1,261.37
Profit before taxes (120.36) 7,001.92
Income tax
Current tax (126.71) (1,980.73)
Minimum
Alternate tax (23.50) -
Minimum
Alternate tax
credit entitlement 23.50 -
Prior year tax 39.46 -

Deferred tax -
Credit/(Charge) (95.02) 850.60
Fringe Benefit Tax (51.79) (46.13)
Profit after tax and
before share of
associate’s loss and
minority interests (354.42) 5,825.66
Share of Associate’s
net loss (578.97) (129.88)
Minority Interest 401.16 (40.04)

Profit after tax and

before Extraordinary
items (532.23) 5,655.75

Extraordinary items
(net) - Income/
(Expenses) - Net of

income tax - 3,230.47

Profit after tax and
Extraordinary items (532.23) 8,886.22

Annual Report 2008-09 81

Schedules annexed and forming part of the Consolidated Financial Statement
SCHEDULE “22” NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
a. Business Segments (Contd.) (Rupees in Lacs)

Particulars Conductor Transformer & Polymers Power/Telecom Others Eliminations Total

Speciality Oils Cable

2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

OTHER
INFORMATION

Segment assets 64,230.52 57,152.48 98,481.81 76,037.27 - - 14,579.79 - 109.50 121.44 - - 177,401.61 133,311.19

Unallocable Corpo-
rate and Other
assets 12,231.64 11,772.29

Total Assets 189,633.26 145,083.48

Segment liabilities 58,812.54 42,072.50 79,211.71 58,517.68 - - 5,553.99 - - 16.41 - - 143,578.23 100,606.60

Unallocate Corporate
and other liabilities 612.67 5,628.52
Total liabilities 144,190.90 106,235.12
Capital expenditure 1,421.83 1,719.37 563.45 779.69 - 513.26 569.03 - - - - - 2,554.31 3,012.32

Capital expenditure
- unallocable 442.65 304.86
Depreciation 666.73 536.46 297.07 277.59 - 456.86 348.68 - - - - - 1,312.48 1,270.92

Depreciation on -
unallocable 159.03 127.93

Non-cash expenses
other than
depreciation 87.29 87.29 19.75 19.75 - - - - - - - - 107.04 107.04

Non-cash expenses
other than depre-
ciation-unallocable 66.98 66.98

b. Geographical Segments

i) Revenue by geographical Market: (Rupees in Lacs)

Particulars Conductor Transformer & Polymers Power/Telecom Others Total

Speciality Oils Cable

2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

Outside India 44,418.91 43,681.81 31,996.02 23,783.54 - 1,276.69 3,691.13 - - - 80,106.06 68,742.04
In India* 92,123.32 34,421.75 85,289.95 55,985.19 - 17,155.63 5,745.90 - 440.74 277.98 183,599.91 107,840.55
Total 136,542.23 78,103.56 117,285.97 79,768.73 - 18,432.32 9,437.03 - 440.74 277.98 263,705.97 176,582.59

* Include deemed exports Rs. 14,886.32 lacs (previous year Rs. 7,365.76 lacs).

ii) Carrying amount of Segment Assets: (Rupees in Lacs)

Particulars Conductor Transformer & Polymers Power/Telecom Others Unallocated Total

Speciality Oils Cable

2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

Outside India 23,865.90 13,070.81 11,522.52 8,272.41 - - 969.14 - - - - - 36,357.56 21,343.22

In India 40,364.62 44,081.67 86,959.29 67,764.86 - - 13,610.64 - 109.50 121.44 12,231.64 11,772.29 153,275.69 123,740.26

Total 64,230.52 57,152.48 98,481.81 76,037.27 - - 14,579.79 - 109.50 121.44 12,231.64 11,772.29 189,633.26 145,083.48

82 Apar Industries Limited

Schedules annexed and forming part of the Consolidated Financial Statement
SCHEDULE “22” NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
Segment Revenue and Result
The expenses which are not directly attributable to the business segment are shown as unallocable corporate/other
expenses (net of miscellaneous income)
Segment assets and liabilites
Segment assets include all operating assets used by the business segment and consist principally of fixed assets, debtors
and inventories. Segment liabilities primarily include creditors and other liabilities. Assets and liabilities that cannot be
allocated between the segments are shown as a part of unallocable corporate assets and liabilites respectively.
13. Particulars of earnings per share

Sr. No. Particulars 2008-09 2007-08

1 Profit after tax and before extraordinary items - in Lacs (532.23) 5,655.74
2 Profit after tax and extraordinary items - in Lacs (532.23) 8,886.21
3 Weighted Number of Equity Shares outstanding during the year 32,336,031 32,336,031
4 Nominal Value of Equity Shares in Rs. 10 10
5 Earnings per share - in Rs.
Basic & Diluted before extraordinary items (1.65) 17.49
Basic & Diluted after extraordinary items (1.65) 27.48

14. Previous year figures have been regrouped, wherever necessary, to conform to current year’s classification. Previous year’s
figures are not strictly comparable with current year on account of sale of Polymer business w.e.f. 15th February, 2008.

Annual Report 2008-09 83

Consolidated Cash Flow Statement For the year ended 31st March, 2009
(Amount in Rupees)
2008-2009 2007-2008
CASH FLOW FROM OPERATING ACTIVITIES :
Profit before taxation, Exceptional Items and Extraordinary Items 5,366,148 738,593,507
Adjusted for:
Depreciation/Amortisation 147,150,570 139,884,825
Profit on Sale of Fixed Assets (Net) (3,841,950) (7,508,642)
Profit on sale of investment (1,027,749) (2,962,444)
Dividend on investments (185,493) (2,622,666)
Foreign Currency Translation Reserve 8,782,246 (3,062,281)
Interest income (411,812,910) (126,137,027)
Interest expense 824,311,899 496,648,414
563,376,613 494,240,179
Operating profit before working capital changes in : 568,742,761 1,232,833,686
Trade and other receivables (958,443,790) (942,636,084)
Inventories (827,655,572) (699,986,961)
Trade and other payables 3,707,108,798 1,921,009,436 5,256,524,554 3,613,901,509
Cash flow before Exceptional Items and
Extraordinary Items 2,489,752,197 4,846,735,195
Exceptional Items
Compensation Under Voluntary Retirement
Scheme incurred during the year - (3,840,623)
Cash generated from operations 2,489,752,197 4,842,894,572
Taxes paid (including fringe benefit tax) (net of refunds) (239,087,672) (241,670,135)
Net cash from operating activities 2,250,664,525 4,601,224,437
CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of Fixed Assets (299,695,500) (331,717,944)
Sale of Fixed Assets 9,484,843 53,360,257
Purchase of Shares in subsidiaries
- Uniflex Cables Ltd. (252,524,180) (592,897,587)
- Marine Cables and Wires Private Ltd. (23,236,783) -
- Mutual fund (Net) 4,831,659 (430,011)
Dividend received on investments 185,493 2,622,666
Interest received 437,782,273 (123,172,195) 62,934,800 (806,127,819)
Cash flow before Extraordinary Items (123,172,195) (806,127,819)
Extraordinary Items
Consideration for Sale of Polymer Business (Net) - 878,549,026
Consideration for Sale of Development Rights - 304,010,000 1,182,559,026
Net cash from/(used) in investing activities (123,172,195) 376,431,207
CASH FLOW FROM FINANCING ACTIVITIES :
Proceeds/(repayments) from/of fixed deposits (net) 15,432,000 5,257,000
Proceeds/(repayments) from/of bank borrowings (net) (331,426,196) 87,038,806
Proceed/(repayments) from Short term borrowings 203,523,563 (221,034,840)
Proceed/(repayments) of long term borrowings 60,684,000 (189,977,207)
Increase in minority interest - 1,799,926
Interest Paid (850,281,262) (467,313,895)
Dividend Paid (129,726,993) (119,990,472)
Tax on Dividends (21,982,034) (19,234,280)
Net cash used in financing activities (1,053,776,921) (923,454,962)
Net Increase/(Decrease) in cash and cash equivalents 1,073,715,409 4,054,200,682
Cash and cash equivalents at beginning of year 4,920,032,732 865,832,050
Cash and cash equivalents on acquisition of subsidiaries 115,496,617 -
Cash and cash equivalents at the end of year 6,109,244,758 4,920,032,732
Notes:
1) Previous year figures have been regrouped/restated wherever necessary to conform to the current year presentation.
2) Refer Schedule 10 of financial statements for composition of cash and bank balances.
As per our report of even date attached
Vilas Y. Rane For and on behalf of the Board of Directors
Partner
Membership No. F 33220
For and on behalf of Kushal N. Desai V. A. Gore V. C. Diwadkar Sanjaya R. Kunder
Price Waterhouse Managing Director & Director Chief Financial Officer Company Secretary
Chartered Accountants Chief Executive Officer
Place: Mumbai
Dated: 25th June, 2009

84 Apar Industries Limited

 APAR INDUSTRIES LTD.


Registered Office: 301, Panorama Complex, R.C. Dutt Road, Vadodara - 390 007

ATTENDANCE SLIP
Please complete this Attendance Slip and hand it over at the entrance of the Meeting place. Joint Shareholders may
obtain additional Attendance Slip on request.
Name & Address of the Member/s

Ledger Folio No. (s) /DP ID No.* & Client ID No.*

No. of Shares held
* Applicable for members holding shares in electronic form.
I hereby record my presence at the Twentieth Annual General Meeting held on Friday, 4th September, 2009 at
11.00 A.M. at the Auditorium of the Vanijya Bhavan, Central Gujarat Chamber of Commerce, Race Course
Circle, Vadodara - 390 007.

Signature of the Member/Proxy

APAR INDUSTRIES LTD.

Registered Office: 301, Panorama Complex, R.C. Dutt Road, Vadodara - 390 007
PROXY FORM

Ledger Folio No. (s) /DP ID No.* & Client ID No.*

No. of Shares held

I/We of

being a Member / Members of the Apar Industries Limited hereby apppoint

of or failing him / her

of as my/our Proxy to attend and vote for me/us and on

my/our behalf at the Twentieth Annual General Meeting of the Equity Shareholders of the Company to be held on
Friday, 4th September, 2009 at 11 A.M. at the Auditorium of the Vanijya Bhavan, Central Gujarat Chamber of Commerce,
Race Course Circle, Vadodara - 390 007 and at any adjournment thereof.

Signed this day of 2009 by the said

Affix a
* Applicable for members holding shares in electronic form. Re. 1
Revenue
Stamp
here


Signature(s) of Member(s)
N.B. This Proxy Form must be deposited at the Registered Office of the Company not later than 48 hours before the time
for holding the meeting. The Proxy need not be a Shareholder of the Company.