The Directors have pleasure in submitting the 23rd Annual Report of
the Company together with the audited annual accounts showing the
financial position of the Company for the year ended 31 st March, 2012.
1. Financial results
Standalone results for the year 2011 -12 include effect of amalgamation
of erstwhile Uniflex Cables Ltd, Subsidiary Company (UCL) with the
Company from 1st April, 2010 being Transfer Date. However, the same for
the year 2010-11 are without such inclusion and therefore not
comparable. For more details refer para 2(a) of this report.
Consolidated results include the results of (a) Petroleum Specialities
Pte. Ltd, Singapore (PSPL) and Marine Cables & Wires Private Limited
(MCWPL), wholly-owned subsidiaries (WOS) of the Company (b) Apar
ChemateK Lubricants Ltd., a Joint Venture Company and (c) Quantum Apar
Speciality Oils Pty. Ltd., subsidiary of PSPL.
(Rs. In millions)
Particulars Company Consolidated
2011-12 2010-11 2011-12 2010-11
of excise duty) 34,545,38 27,233.41 35,966.28 30,330.33
Other income 7.09 1.27 7.09 1.35
PROFIT FOR THE
DEPRECIATION / 1,969.30 1,988.65 2,160.08 2,188.88
/ amortisation 212.79 137.09 217.71 205.16
Finance Costs 1,141.24 254.94 1,155.28 445.28
items, 615.27 1,596.62 787.08 1,538.44
Exceptional items 19.57 1.97 19.57 0.00
THE YEAR 595.70 1,594.65 767.52 1.538.44
for taxation 2.56 536.12 26.53 578.03
Net profit for
the year after
interest 593.14 1,058.53 740.99 960.41
(profit)/less - - (10.61) (7.15)
ADJUSTMENTS 593.14 1,058.53 730.38 953.26
year 1,735.41 1,027.96 1,550.82 948.64
(Less): Loss of
Subsidiary (1,019.48) - (411.94) -
ations 1,309.07 2,086.49 1,869.26 1,901.90
made by the
reserve (89.00) (110.00) (89.00) (110.00)
Equity shares :
Year Rs. 2.50
per share 0.00 (80.84) 0.00 (80.84)
- Income tax on
interim dividends 0.00 (13.43) 0.00 (13.43)
at Rs. 4.00
(40%) (153.88) (125.90) (153.88) (125.90)
- Income tax
on dividends (24.96) (20.91) (24.96) (20.91)
to balance sheet 1.041.23 1,735.41 1,601.42 1,550.82
Basic & Diluted 15,55 32.74 19.15 29.48
2. a) Rehabilitation scheme of Uniflex Cables Limited, Subsidiary
Company (UCL) through amalgamation with the Company:
The Hon''ble Board for Industrial and Financial Reconstruction (BIFR) by
its Order dated September 13, 2012 have sanctioned the Rehabilitation
Scheme of Uniflex Cables Limited (UCL) envisaging amalgamation of UCL
with the Company from Transfer date 01 st April, 2010 and the Scheme
became effective from September 18, 2012 upon filing necessary forms
with the Ministry of Corporate Affairs (MCA). The Annual Accounts of
the Company for the Financial Year 2011-12 are the amalgamated
b) Issue of shares to the shareholders of UCL:
In terms of the above Scheme , the Company shall allot 2,498,037 Equity
Shares of Rs.10/- each, aggregating to Rs.24,980,370/- to the shareholders
of UCL as per share exchange ratio of 1:10.
Thus, Issued, Subscribed and Paid-up Equity Share Capital of the
Company shall be increased to Rs.384,704,310/- divided into 38,470,431
Equity Shares of 0/- each fully paid-up.
Considering the financial results achieved during the year under review
as compared to the previous year, the Board of Directors has
recommended the dividend for financial year 2011-12 on the expanded
capital of 38,470,431 Equity Shares of the face value Gf Rs.10/- each
fully paid @ Rs.4.00 (40 %) per share.
This dividend amounting to Rs.153.88 million is payable after declaration
by shareholders at the ensuing Annual General Meeting (AGM) and you are
requested to declare the same.
a) E-beam Project:
Pursuant to shareholders'' approval, Company commenced the process for
expanding its manufacturing activities in Electron Beam (E-beam)
irradiation services for creating a sen/ice center for cables and other
various products. The Company has acquired the land at Khatalwada,
Taluka Umbergaon, District Valsad, Gujarat and the construction of
factory building, Civil works and installation of plant and machinery
are being undertaken. Necessary approvals / permissions from various
Statutory Authorities for the purpose are being obtained.
Barring unforeseen circumstances, the Trial Production is likely to
commence by the 3rd quarter of FY 13.
b) The various projects undertaken in conductor and oil segment were
partially completed in the year, and are expected to be fully completed
in the next financial year. This would result in additional capacities
and capabilities for its various product groups.
(a) Mr. Sanjiv Maheshwari was appointed as an Additional Director on
the Board of the Company with effect from 24th August, 2011. In terms
of the provisions of Section 260 of the Companies Act, 1956, he will
hold office as Director of the Company upto the date of ensuing Annual
General Meeting. The Company has received notice under Section 257 of
the Companies Act, 1956 proposing his candidature as Director of the
Company liable to retire by rotation. The Board therefore, recommends
(b) Mr. H. N. Shah and Mr. Chaitanya N. Desai, 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.
7. 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 March 31, 2012, the applicable accounting standards were followed
along with proper explanation relating to material departures, if any.
ii. Appropriate accounting policies were selected and applied
consistently and judgments and estimates were made that were 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 was 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 were pr .pared on a going concern basis.
M/s. Sharp & Tannan, 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 September 27, 2012
recommended reappointment of M/s. Sharp & Tannan as Statutory Auditors
of the Company for the financial year 2012- 13.
9. Other information
a. Green Initiative
To support the Green Initiative taken by the Ministry of Corporate
Affairs (MCA), to contribute towards greener environment, the Company
has already initiated / implemented the same from the year 2010-11. As
permitted by Circular Nos. 17/2011 dated April 21, 2011 and 18/2011
dated April 29, 2011 issued by the MCA, delivery of notices / documents
and annual reports etc. are being sent to shareholders by electronic
mode whereever possible.
Further, the Company has started using recyclable steel drums in place
of wooden pallets in its Conductors Divisions in order to save the
green environment and cost to the Company.
b. Corporate Social Responsibility (CSR)
With the strong belief in the principle of Trusteeship, Apar Group has
served the community through focus on education, healthcare and mid-day
meal initiatives. It has contributed to the Charitable Trust that carry
the activities like running Senior Citizens'' Centre catering to Health
and Welfare of Senior Citizens living in Old People Homes, Education &
upliftment of poor children and supporting higher education for verRs.
deserving boys / girls from economically challenged families etc. Apar
Group has been an active participant in the free mid-day meal progrmmes
across rural villages and schools in the Mumbai hinterland, feeding
over 600,000 children a day and providing medical aid, clothing, books
c. Attached to and forming part of this report are the following:
i) Particulars relating to Employee Stock Option Scheme.
ii) Particulars of Information as per Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
iii) Particulars relating to conservation of energy, technology
absorption, research & development and foreign exchange earnings and
iv) Report on Corporate Governance and auditors'' certificate regarding
compliance of conditions of corporate governance. The Ministry of
Corporate Affairs has issued Corporate Governance Voluntary
Guidelines in December, 2009. While these guidelines are
recommendatory in nature, the Company is in the process of adopting
these guideline gradually.
v) Statement containing brief financial details of the subsidiaries.
d. In accordance with the General Circular dated February 8, 2011
issued by Ministry of Corporate Affairs, granting exemption under
Section 212(8) of the Companies Act, 1956, the Company has not attached
the Balance Sheet, Profit & Loss Accounts and other documents of its
wholly- owned foreign subsidiaries viz. Petroleum Specialities Pte.
Ltd., Singapore as well as its subsidiary Quantum Apar Speciality Oils
Pty. Ltd., Australia, and Marine Cables & Wires Private Limited,
wholly-owned subsidiary of the Company. As per the terms of Circular,
a statement containing brief financial details of the said subsidiaries
for the year ended March 31, 2012 are included in the annual report and
shall form part of this 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.
e. As on March 31, 2012, there was no fixed deposit remained
Your Directors wish to place on record their sincere appreciation for
continuous cooperation, 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
For and on behalf of the Board
Place: Mumbai Dr. N. D. Desai
Date: 27th September, 2012 Chairman