Académique Documents
Professionnel Documents
Culture Documents
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.
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
2) As the exercise of options would be made at the Market (i) Transformer Oil and Specialty Oils Division :
linked price of Rs. 207.05, the issuance of equity shares The division, is progressing well in terms of its
pursuant to exercise of Options will not affect the profit strategic initiatives of expansion of exports /
and loss account of the Company. overseas operations. Its market share in the power
3) The Company has obtained in-principle approval for the transformer side of the business continues to
listing of the entire 16,16,802 equity shares to be issued remain strong. Based on the global approvals from
and allotted on exercise of options as & when exercised Siemens, ABB and Areva for new generation
under the scheme. Transformer oils which specify new stringent
corrosive sulphur standards; the Company and/or
4. MANAGEMENT DISCUSSION & ANALYSIS: its subsidiaries are able to supply against orders
from over 35 countries.
(a) Industry Structure, Development, Opportuni-
ties, Threats, outlook and Risk & Concerns : Risk and Concerns :
Company has two business divisions, each of which Due to slow down in general industrial activity and
has significant market share positions in its segment. more particularly in the automotive sector, the
The Company is deriving over 75% of its’ revenue demand for oil products was affected in a few
from power sector based on the end customer use. segments. Further, Company has to adapt to sharp
The government of India, prepares a five year plan and sudden fall in the prices of oils and continuous
through the Central Electricity Authority based on volatility in the oil prices. However, expected
which the expansion and execution of projects for stability in the prices of base oils and upturn in
the power sector are undertaken. The Eleventh economy would increase its’ earnings.
Five-year Plan for the years 2007-2012 provides
the total outlay for the Transmission and Distribu- (ii) Conductor Division:
tion sector at Rs. 1,730,000 Million. Considering this The Conductor Industry expects good growth in the
level of spending, the conductor requirement will be Indian market on account of projected investments
about 2.1 Million metric tones over the Eleventh in the Power Transmission & Distribution Sector. The
Five-year plan against current requirement of industry’s major customer in India viz. Power Grid
250,000 mt per annum. Similarly, in the case of Corporation of India (PGCIL) has announced its
Transformer Oils, the requirement of first fill (oil 5 year plan (2007-12) and the trend is encouraging.
initially filled when the transformer is first The company has seen an improved order flow in
commissioned) will be at 900 Million litres over the the second half of the year under review both from
Eleventh Five-year plan as against a current domestic as well as overseas customers. Company
requirement of 110 Million litres per annum. These believe that there should not be a slowdown in
numbers indicate that there will be strong demand order booking in the short term (1-2 years).
for the company’s products.
The flow of tenders from PGCIL during the year was
During the year under review; a sudden, sharp and significant as against previous year and it is expected
unprecedented fall in the prices of base oils that this trend would continue during FY 2009-10.
resulted in loss on inventories and raw-materials in
pipeline due to lower sales realization and eroding The Company’s Nalagarh plant which commenced
the margins. production during previous year was fully loaded
and capacity utilization improved substantially. The
Risk and Concerns : Plant enjoys the benefits of incentives of Income
The risks lie in the fact that due to various reasons Tax, Sales Tax and Excise Duty.
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
* 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.
3. In terms of Section 309(1) of the Companies Act, 1956, monetary value of facilities during the period from 1st
Dr. N. D. Desai, a Non-Executive Chairman has been April, 2008 to 31st March, 2009.
paid Rs. 4,705,527/- for his professional services to the
The professional fees of above two directors have been
Company towards his fees including monetary value of
fixed by the Board after considering their professional
facilities during the period from 1st April, 2008 to 31st
expertise and experience in the respective fields, loyalty
March, 2009.
and professional fees structure prevalent in the industry.
4. In terms of Section 309(1) of the Companies Act, 1956,
Shri H. N. Shah, a Non-executive Professional Director 5. Remuneration paid to Non-Executive Directors for
has been paid for his professional services to the attending the meetings of Board of Directors and
Company Rs. 2,100,000/- towards his fees including Committees is as given below :
19th 29th August, 2008 The Auditorium, Cancellation of 175,150 options granted
at 11.00 A.M. Vanijya Bhavan, at the Exercise Price of Rs. 259.75 per option
Central Gujarat Chamber and issue of fresh 175,150 options (in lieu of
of Commerce, Race Course, the cancelled options) at the new
Vadodara – 390 007. 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.
17th 10th August, 2006 The Auditorium, a) Appointment of Dr. N.D. Desai as Technical
at 10.30 A.M. Vanijya Bhavan, Advisor / Management Consultant w.e.f.
Central Gujarat Chamber of 1st January, 2006 for 5 years.
Commerce, Race course,
Vadodara - 390 007. b) Consent for payment of Commission to
Dr. N.D. Desai, Non-Executive Chairman.
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 Pursuant to Clause No. 51 of the Listing Agreement of
2008-09 and no resolution is proposed to be passed Stock Exchanges, the Company has also been registered
through postal ballot in the ensuing AGM. for EDIFAR filing and the login ID of Company is
“APARIND”. Shareholders can login EDIFAR section of
(c) Related Party transactions :
web-site – www.sebi.gov.in for the information relating
The details of all significant transactions with related to Quarterly / Annual Financial Results, Quarterly
parties are periodically placed before the Audit Commit- Shareholding Patterns etc.
tee. The relevant details of all transactions with related
g) Management Discussion & Analysis is covered under the
parties given in Note No. 15 of Schedule No. 22 of the
separate head of the Directors’ Report of 2008-2009.
audited Accounts for the financial year 2008-2009, form
a part of this report also. There are no materially signifi- h) The Company has complied with mandatory requirement
cant related party transactions of the Company which of Corporate Governance provisions and has not adopted
have potential conflict with the interests of the Company non-mandatory requirements except that the Non-execu-
at large. tive Chairman is entitled to maintain Chairman’s Office at
Company’s expense and allowed re-imbursement of
(d) The Company has complied with the requirements of
expenses incurred in performance of his duties.
regulatory authorities on capital markets and no
penalties or strictures have been imposed against it. i) Secretarial Audit :
(e) The statutory financial statements of the Company are A qualified Practicing Company Secretary carried out on
qualified. quarterly basis, a secretarial audit to reconcile the
total dematted Share capital with National Securities
(f) Means of Communication :
Depository Limited (NSDL) and Central Depository
Quarterly / Half Yearly / Yearly Financial Results: Services (India) Limited (CDSL) and physical share
Generally published in Gujarat and Mumbai edition of capital with the total issued and listed share capital. The
“The Business Standard”, English daily newspaper and secretarial audit report confirms that the total issued /
“Financial Express” - Gujarati daily newspaper. Financial paid up capital is in agreement with the total number of
Results of the Company are displayed on the Company’s shares in physical form and the total number of demate-
website: www.apar.com rialized shares held with NSDL and CDSL.
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
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
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.
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
(b) The Company has taken unsecured loans from (vi) In our opinion and according to the information and
twelve parties covered in the register maintained explanations given to us, the Company has complied
under Section 301 of the Act. The aggregate of with the directives issued by the Reserve Bank of
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 cash losses in the financial year ended on that date, or
our audit report of even date. Had the effect of the in the immediately preceding financial year.
observation made by us been considered, the (xi) According to the records of the Company examined by
accumulated losses as at March 31, 2009 would have us and the information and explanations given to us,
been Rs. 71,50.70 lacs. However it would not be more the Company has not defaulted in repayment of dues
than fifty percent of the Company’s net worth as at to any financial institutions, banks or its debenture
March 31st 2009. The Company has not incurred any holders as at the balance sheet date.
190,012,500 174,580,500
392,845,382 204,429,464
*Repayable within one year Rs. 118,966,500 (Previous year Rs.77,274,000)
Land
- Freehold 33,408,849 8,979,894 - 42,388,743 - - - - 42,388,743 33,408,849
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
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
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)
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
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
* 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
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
(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
Total - (323,047,143)
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
* 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.
* 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
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
Later than one year and not later than five years 4,078,078 5,293,441
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 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.
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
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
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)
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)
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
Signatures to Schedules 1 to 23
1. Registration Details
Sources of Funds
Application of Funds
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
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
To the Board of Directors of March 31, 2009. UCL has accumulated losses as at
Apar Industries Limited March 31, 2009 and its net worth has substantially
1. We have audited the attached consolidated Balance eroded as per its audited financial statements for the
Sheet of Apar Industries Limited (‘the Company’), and year ended March 31, 2009 (Refer Note 8, Schedule
its subsidiaries (the Group) as at 31st March, 2009 and 22). Based on the available information and in view
the related consolidated Profit and Loss Account and of the uncertainties involved, we are unable to
consolidated Cash Flow Statement for the year ended comment on the extent of the impairment, if any, in
on that date annexed thereto, which we have signed the value of the Goodwill, and the consequential effect
under reference to this report. These consolidated on the financial statements for the year ended March
financial statements are the responsibility of the 31, 2009.
Company’s management and have been prepared by 6. The Group has not provided for a “mark-to-market”
the management on the basis of separate financial loss on commodity forward contracts aggregating
statements and other financial information regarding Rs.171,32.36 lacs as at March 31, 2009 (Refer Note
components. Our responsibility is to express an opinion 6, Schedule 22), for the reasons stated by the
on these consolidated financial statements based on management in the said note. Consequently, without
our audit. considering the tax effect, the loss for the year and
2. We conducted our audit in accordance with the current liabilities are understated by Rs.171,32.36 lacs,
auditing standards generally accepted in India. Those 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
Standards require that we plan and perform the audit Rs.171,32.36 lacs. Had the effect of the observation
to obtain reasonable assurance about whether the made by us been considered, the loss for the year
financial statements are free of material misstatement. would have been Rs.176,64.59 lacs (as against the
An audit includes examining, on a test basis, evidence reported figure of Rs.532.23 lacs), reserves and
supporting the amounts and disclosures in the financial surplus would have been Rs.76,30.27 lacs (as against
statements. An audit also includes assessing the the reported figure of Rs.247,62.63 lacs) and the
accounting principles used and significant estimates current liabilities would have been Rs.1611,24.73 lacs
made by management, as well as evaluating the overall (as against the reported figure of Rs.1439,92.37 lacs).
financial statement presentation. We believe that our 7. Based on our audit and on consideration of the reports
audit provides a reasonable basis for our opinion. of other auditors on separate financial statements and
3. We did not audit the financial statements of on the other financial information of the components,
subsidiaries companies and a joint venture whose in our opinion and to the best of our information and
financial statements reflect the Group’s share of total according to the explanations given to us, the attached
assets of Rs. 200,53.77 lacs as at 31st March, 2009 consolidated financial statements, subject to our
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 comments in paragraph 5 and paragraph 6 above, read
Rs. 203,19.87 lacs and net cash outflows amounting with the reasons given for non accounting of Mark to
to Rs. 694.66 lacs for the year ended on that date as Market losses as stated in Note 6, Schedule 22, give a
considered in the consolidated financial statements. true and fair view in conformity with the accounting
These financial statements and other financial principles generally accepted in India:
information have been audited by other auditors whose (i) in the case of the consolidated Balance Sheet, of
reports have been furnished to us, and our opinion, the state of affairs of the Group as at 31st March,
in so far as it relates to the amounts included in respect 2009;
of the subsidiaries and a joint venture, is based solely (ii) in the case of the consolidated Profit and Loss
on the reports of the other auditors. Account, of the loss of the Group for the year
4. We report that the consolidated financial statements ended on that date; and
have been prepared by Company’s management in (iii) in the case of the consolidated Cash Flow
accordance to the requirement of Accounting Standard Statement, of the cash flows of the Group for the
21 – Consolidated Financial Statements, Accounting year ended on that date.
Standard 23 – Accounting for investment in Associates
in consolidated financial statements and Accounting Vilas Y. Rane
Standard 27 – Financial Reporting on Interest on Joint Partner
Ventures notified by the Companies (Accounting Membership No: 33220
Standards) Rules,2006. For and on behalf of
5. The goodwill arising on acquisition of Uniflex Cables Price Waterhouse
Limited (UCL), amounts to Rs. 60,30.83 lacs as at Mumbai, 25th June, 2009 Chartered Accountants
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
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.
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
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
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.
Schedules annexed to and forming part of the Consolidated Profit and Loss Account
2008-09 2007-08
Rupees Rupees Rupees
* 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.
Total - (323,047,143)
As at 31st As at 31st
March, 2009 March, 2008
Rupees Rupees
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)
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
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)
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.
10. As per the Revised Accounting Standard 15 “Employees Benefits”, the disclosure of employee benefits as defined in the
Accounting Standard are given below:
* 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.
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)
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
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 -
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)
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)
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)
Extraordinary items
(net) - Income/
(Expenses) - Net of
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
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
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).
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
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
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.
Registered Office: 301, Panorama Complex, R.C. Dutt Road, Vadodara - 390 007
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