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Apar Industries Ltd.

BSE: 532259 | NSE: APARINDS |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE372A01015 | SECTOR: Electric Equipment

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BSE Live

Feb 14, 16:00
391.00 1.00 (0.26%)
Volume
AVERAGE VOLUME
5-Day
25,583
10-Day
13,434
30-Day
7,746
82
  • Prev. Close

    390.00

  • Open Price

    394.70

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

Feb 14, 15:56
391.95 2.35 (0.60%)
Volume
AVERAGE VOLUME
5-Day
20,148
10-Day
21,014
30-Day
42,607
6,745
  • Prev. Close

    389.60

  • Open Price

    390.95

  • Bid Price (Qty.)

    391.95 (173)

  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
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Director’s Report

The Directors have the pleasure of submitting the 18th Annual Report of the Company together with the audited annual accounts showing the financial position of the Company for the year ended on March 31, 2007. 1. Financial results (Rs. in mn) Particulars Consolidated Increase Over 20006-07 2005-06 Sales turnover 36.12% 15,141.44 11,123.60 (after deduction of excise duty amount of Rs. 1,908.99 millions for 2006-07 and Rs. l.,450.85 millions for 2005-06) Other income 43.54 43.18 Profit for the year before interest. 13.01% 1,045.65 925.23 exchange rate difference, depreciation/amortisation, taxation and exceptional items Deducting therefrom: -Depreciation/amortisation 100.23 86.40 - Interest and discounting charges 324.24 209.42 - Exchange rate difference (gain)/loss (70.07) 83.91 Profit before taxation and 691.25 545.50 exceptional items Exceptional items 38.45 17.42 Profit before taxation for the year 23.62% 652.80 528.08 Deducting therefrom: - Provision for taxation 167.59 109.48 Net profit after taxation for the year 15.91% 485.21 418.60 Adjusting therein (debit)/credit: - Balance of profit brought forward 459.03 242.07 from previous year - Transfer from/(to):- (a) Debenture redemption reserve - 45.00 (b) Capital redemption reserve - (31.36 Amount available for appropriations 944.24 674.31 Company Increase Over 2006-07 2005-06 34.62% 14,687.61 10,910.28 43.30 43.11 12.87% 1,005.04 890.97 100.16 86.35 315.32 202.35 71.07 79.18 660.63 523.09 38.45 17.43 23.04% 622.18 505.66 162.45 105.97 15.02% 459.73 399.69 426.61 228.56 - 45.00 - (31.36) 886.34 641.89 Appropriations made by the Board of Directors : Particulars Consolidated Increase Over 2006-05 2005-06 Previous Year - General Reserve 200.00 100.00 - Dividends on equity and preference shares: - Interim dividend 54.58 42.44 - Final dividend 64.67 58.66 - Income tax on dividends 18.65 14.18 - Leaving balance of profit 606.34 459.03 carried to balance sheets Earnings per equity share (EPS): -Basic 11.49% 15.53 13.93 -Diluted 7.75% 15.01 13.93 Company Increase Over 2006-07 2005-06 Previous year 200.00 10C.OO 54.58 42.44 64.67 58.66 18.65 14.18 548.44 426.61 10.79% 14.68 13.25 7.32% 14.22 13.25 Consolidated results include the results of Petroleum Specialities Pte. Ltd., Singapore, and Poweroil Speciality Products FZE, Sharjah - both wholly owned subsidiaries of the Company. 2. Dividend a. The Company paid the following interim dividend in the financial year 2006-07: On 24,252,023 equity shares At a rate of Rs. 1.50 (1 5%) per share on the face value of Rs. 10 amounting to Rs. 36,378,035. On 3,445,978 - 5.40% cumulative convertible preference shares carrying participating rights as equity shareholders At a rate of 5.40% per share pro-rata for the period from April 1, 2006 to October 10, 2006 amounting to Rs. 18,202,978. The members are requested to confirm the above interim dividends at the ensuing Annual General Meeting (AGM) of the Company. b. Final dividend Considering the improved financial results achieved during the year under review compared to the previous year, the Board of Directors recommended the final dividend for the financial year 2006-07 on 32,336,031 equity shares at a rate of Rs. 2.00 (20%) per share. This final dividend is payable after declaration by shareholders at the ensuing Annual General Meeting (AGM) and you are requested to declare the same. 3. Management Discussion and Analysis 4. Expansion/development plan (i) Transformer and other speciality oils division With the phased installation of additional storage facilities and balancing equipment at the Silvassa unit, the division will increase its production. Efforts are continuously being made to increase exports by exploring the international market. The Companys application to the project approval board of the government for the proposed licence and technical know-how agreement with ENI SpA of Italy for manufacture of the famous Agip brand of automotive lubricants is expected to be approved shortly. For marketing of the said oils, a 50:50-joint venture Company with ChemateK SpA, Italy was incorporated; the product is expected to be launched in the second quarter of the current year. (ii) Conductor division Trial production started at the Nalaghar unit and faced teething troubles, which have since been resolved, normal production commenced in April 2007. (iii) Polymers division The divisions restructuring and expansion project was largely completed towards the end of 2006- 07, except for a few parts which are expected to be completed in the first half of 2007-08. 5. Share capital During the year under review, the Company (a) Reclassified its preference share capital of Rs. 659,987,500, comprising 3,567,500 preference shares of Rs.185 each as equity share capital comprising 65,998,750 equity shares of Rs. 10 each and consequently, the authorised share capital of the Company now is 91,998,750 equity shares of Rs. 10 each amounting to Rs. 919,987,500. (b) Issued and allotted 3,445,978 equity shares of Rs. 10 each at the premium of Rs. 175 per share to Shinny Limited, Mauritius (CLSA Group), on conversion of 3,445,978 - 5.40% cumulative compulsorily convertible preference shares of Rs. 185 each. (c) Issued and allotted 80,84,008 bonus equity shares of Rs. 1.0 each to the existing equity shareholders of the Company in the ratio of one bonus equity share against every three equity shares held. No fractional bonus entitlements were issued but the same were consolidated into shares and net sale proceeds of such shares were distributed to concerned shareholders at a rate of Rs. 47.57 per fractional entitlement. After the issuance of the aforesaid equity shares, the issued and paid-up equity share capita! of the Company increased from Rs. 208,060,450 to Rs. 323,360,310. 6. Directors a) Mr. Richard Owen Pyvis, who was appointed by M/s Shinny Limited in terms of Clause 7 of the Investment Agreement, ceased to be a Director and in his place, Ms. Josephine Price was appointed as a Director in the casual vacancy and Mr. Gary Ng Jit Meng was appointed as an Alternate Director with effect from May 30, 2007. b) The Board of Directors at its meeting held on January 25, 2007, has re-appointed, subject to the approval of shareholders at the ensuing Annual General Meeting, Mr. Kushal N. Desai as Managing Director and Mr. C.N. Desai as Joint Managing Director of the Company for a further period of five years with revision in their remuneration with effect from January 1, 2007. The Board recommends the reappointment of the above Directors with a revision in their remuneration. c) Mr. H.N. Shah, Mr. M.M. Patel and Mr. 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 reappointment of these Directors. 7. Directors Responsibility Statement Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with regard to the Directors Responsibility Statement, it is hereby confirmed that: i. In the preparation of the Annual Accounts for the financial year ended March 31, 2007, the applicable accounting standards were foljowed along with proper explanation relating to material departures, if any; ii. Appropriate accounting policies were selected and applied consistently; judgements and estimates were made that were reasonable aqd prudent 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 prepared on a going concern basis. 8. Corporate Governance Pursuant to Clause 49 of the Listing Agreement with stock exchanges with regard to the code of Corporate Governance, Management Discussion and Analysis, is covered herein above, on page 13. 9. Audit The Notes to the Accounts referred to in the attached Auditors Report are self explanatory and therefore do not call for any further comments or explanations. M/s. RSM & Co., Chartered Accountants, Mumbai, statutory auditors of the Company, do not seek re-appointment in view of the merger of their professional services with Price Waterhouse (PW). Consent of PW to act as auditors of the Company was received and the Board recommends their appointment as statutory auditors of the Company for the financial year 2007-08. 10. Cost auditor As per the orders of the Government of India, the Board has reappointed Mr. B.C. Desai, cost accountant, to carry out the cost audit of the Companys conductors and polymers divisions. 11. 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) Information with respect to certain Di recto rs/em ployees. (iii) Report on Corporate Governance and Auditors Certificate regarding the compliance of conditions of Corporate Governance. b. The Company was granted exemption for the year ended March 31, 2007 by the Ministry of Company Affairs, vide its letter dated April 2, 2007, (exemption letter), from attaching to its balance sheet the annual report of the Companys wholly owned foreign subsidiaries viz. Petroleum Specialities Pte. Ltd, Singapore, and Speciality Products FZE, Sharjah. As per the terms of the exemption, a statement containing brief financial details of the said subsidiaries for the year ended March 31, 2007 are included in the annual report. The annual accounts of the subsidiary and 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. c. As on March 31, 2007, there was no unclaimed deposit from the depositors. 12. Acknowledgement Your Directors wish to place on record their sincere appreciation-for the continuous co-operation, support and assistance provided by stakeholders, shareholders, 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, (Dr. N.D. Desai) Chairman Place: Mumbai Date: May 30, 2007

Director’s Report