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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 17, 16:00
394.70 3.40 (0.87%)
Volume
AVERAGE VOLUME
5-Day
25,459
10-Day
13,356
30-Day
7,717
1,725
  • Prev. Close

    391.30

  • Open Price

    391.00

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

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NSE Live

Feb 17, 15:54
394.85 2.90 (0.74%)
Volume
AVERAGE VOLUME
5-Day
13,400
10-Day
20,613
30-Day
42,353
21,746
  • Prev. Close

    391.95

  • Open Price

    392.00

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    394.85 (23)

Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

Dear Shareholders, The Directors have immense pleasure in submitting the 26th Annual Report of the Company together with the audited annual accounts showing the financial position of the Company for the year ended 31st March, 2015. Consolidated results include the results of (a) Petroleum Specialities Pte. Ltd., Singapore (PSPL), a Wholly-Owned Subsidiary of the Company (WOS) (b) Apar Lubricants Limited, a WOS (c) Quantum Apar Speciality Oils Pty. Ltd., Subsidiary of PSPL and (d) Petroleum Specilities FZE, Sharjah, a WOS of PSPL. 1. Financial results (Rs in crore) Particulars Company 2014-15 2013-14 Sales turnover 5,010.97 4,481.90 (after deduction of excise duty ) Other income 8.37 4.47 Profit for the year before finance cost, depreciation / amortisation, tax expenses and 249.62 279.90 exceptional items Deducting therefrom: - Depreciation / amortisation 31.04 26.89 Finance Costs 150.09 145.81 Profit before adjustment of exceptional items, transfer to capital assets, 68.49 107.20 taxation and minority interest Exceptional items 0.25 0.86 Transfer to Capital Assets 0.01 3.51 Profit before taxation for the year 68.23 102.83 Deducting therefrom: - Tax expenses 20.37 34.04 Net profit for the year after taxation and before minority interest 47.86 68.79 Adjustment of: - Minority Interest (profit)/loss .. .. Net profit after taxation and above adjustments 47.86 68.79 Add: Profit brought forward from previous year 183.71 158.55 Amount available for appropriations 231.57 227.34 Appropriation made by the Board of Directors: - Transitional provisions for depreciation net of deferred tax - 2.84 - General reserve 5.00 20.00 - Tax on Dividend paid by Subsidiary company Dividends on Equity shares: - Proposed dividend at Rs. 3.50 (35.00%) per share (previous year Rs.5.25 (52.50%) 13.47 20.20 - Income tax on dividends 1.42 3.43 - Leaving balance of profit carried to balance sheet 208.84 183.71 Earnings per equity share (EPS) - Basic & Diluted before & after extraordinary items 12.44 17.88 Paticular Consolidated 2014-15 2013-14 Sales turnover (after deduction of excise duty 5,121.86 4,631.63 Other income 1.75 4.47 Profit for the year before finance cost, depreciation / amortisation, tax expenses and exceptional items 253.79 305.40 Deducting therefrom: -Depreciation / amortisation 31.21 27.02 Finance Costs 149.85 145.48 Profit before adjustment of 72.73 132.90 exceptional items, transfer to capital assets, taxation and minority interest Exceptional item s 0.25 0.86 Transfer to Capital Asset 0.01 3.51 Profit before taxation for the year 72.47 128.53 Deducting therefrom: -Tax expenses 23.06 38.62 Net profit for the year after taxation and before minority interest Adjustment of: 49.41 89.91 -Minority Interest (profit)/loss 0.1 -0.26 Net profit after taxation and above 49.51 89.65 adjustments Add: Profit brought forward from previous 272.72 227.70 year Amount available for appropriations 322.23 317.35 Appropriation made by the Board of Directors: -Transitional provisions for depreciation 2.83 - net of deferred tax -General reserve 5.00 21.00 -Tax on Dividend paid by Subsidiary 0.11 - company Dividends on Equity shares : -Proposed dividend at Rs. 3.50 (35.00%) per share (previous year Rs. 5.25 (52.50%) 13.47 20.20 -Income tax on dividends 1.42 3.43 -Leaving balance of profit carried to balance sheet Earnings per equity share (EPS) 299.40 272.72 -Basic & Diluted before & after 12.87 23.30 extraordinary items 2. Dividend: Despite unforeseen circumstances in terms of sudden reduction in base oil prices as explained in the following paras, the Board of Directors have maintained its policy on dividend payout ratio of 25 to 30% and recommended the dividend for FY 2014-15 on the capital of 38,496,769 Equity Shares of the face value of Rs. 10/- each fully paid @ Rs. 3.50 (35 %) per share [(previous year Rs. 5.25 (52.50 %) per share.)] This dividend amounting to Rs. 14.89 Crores (including dividend tax) is payable after declaration by shareholders at the ensuing Annual General Meeting (AGM) and you are requested to declare the same. 3. Share Capital: During the year under review, the Company has issued and allotted 26,072 Equity Shares of Rs. 10/- each at the premium of Rs.197.05 per share to the Employees of the Company under Apar Industries Limited Stock Option Plan - 2007 at an exercise price of Rs. 207.05 per share. Thereafter, on 14th May, 2015, the Company has further issued and allotted 266 Equity shares to the Employees under the said Plan. Consequently, the Issued, Subscribed and Paid-up Equity Share Capital of the Company have increased to Rs. 38.50 Crores divided into 38,496,769 Equity Shares of Rs. 10/- each. 4. Amalgamation of Apar Lubricants Limited with the Company : The Company''s Wholly-owned Subsidiary, Apar Lubricants Limited (ALL) (formerly Apar ChemateK Lubricants Limited) is in the business of distribution and marketing of ENI brand, and its erstwhile AGIP brand auto lubricants, manufactured by the Company. In order to combine the said business with the existing Oil business of the Company, the Board of Directors of the Company have decided to amalgamate the said Wholly-Owned Subsidiary (WOS), ALL with the Company with effect from the Appointed Date of 1st January, 2015 subject to the approval of the Hon''ble High Court of Gujarat and other regulatory authorities. The Company has made necessary application to both NSE (designated Stock Exchange) and BSE under Clause 24(f) of the Listing Agreement for approval of the Scheme of Amalgamation. 6. Directors and Key Managerial Personnel : Mr. Kushal N. Desai, Director shall retire by rotation at the ensuing annual general meeting of the Company and he, being eligible, offers himself for re-appointment. At the Annual General Meeting held on 1st August, 2014, the shareholders of the Company- a. re-appointed the existing Independent Directors, Dr. N. K. Thingalaya and Mr. F. B. Virani as Independent Directors of the Company under the Companies Act, 2013 each to hold office for five consecutive years upto the conclusion of 30th Annual General Meeting of the Company in the calendar year 2019. b. appointed Mr. Suyash Saraogi and Mrs. Nina Kapasi as Independent Directors under the Act for a period of five consecutive years upto the conclusion of 30th Annual General Meeting of the Company in the calendar year 2019. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Board of Directors had on the recommendation of Nomination and Compensation-cum-Remuneration Committee re-appointed - a. Mr. Kushal N. Desai as Managing Director and Chief Executive Officer of the Company for a further period of three years from 1st January, 2015 to 31st December, 2017. b. Mr. Chaitanya N. Desai as Managing Director of the Company for a further period of three years i.e. from 1st January, 2015 to 31st January, 2015 as Joint Managing Director and from 1st February, 2015 to 31st December, 2017 as Managing Director. Details of the proposal for re-appointment of Mr. Kushal N. Desai and Mr. Chaitanya N. Desai are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 and Statement pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges as annexed to the Notice of the 26th Annual General Meeting. The Board recommends re-appointments / appointments of all the above Directors. Pursuant to the provisions of Section 203 of the Companies Act 2013, appointments of Mr. Kushal N. Desai, Managing Director and Chief Executive Officer, Mr. V.C. Diwadkar, Chief Financial Officer and Mr. Sanjaya Kunder, Company Secretary as Key Managerial Personnel (KMPs) of the Company were formalized. Board Evaluation : Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Compensation-cum-Remuneration Committee, Corporate Social Responsibility (CSR) Committee and Share Transfer and Shareholders Grievance-cum-Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. Remuneration Policy : The Board has, on the recommendation of Nomination and Compensation-cum-Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Meetings : A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 7. Deposits : In view of the new Companies Act, 2013, the Company has decided not to accept any further deposits and repaid all the deposits prematurely. There were no outstanding deposits and no amount remaining unclaimed with the Company as on 31st March, 2015. 8. Particulars of Loans, Guarantees or Investments : Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 9. Directors'' Responsibility Statement : To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: i. that in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. ii. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgments 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 as at 31st March, 2015 and of the profit of the Company for the financial year ended on that date. iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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. v. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 10. Related Party Transactions : All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. 11. Auditors : Statutory Auditors In terms of Section 139 of the Companies Act, 2013, the first term of appointment of M/s. Sharp & Tannan, the Statutory Auditors of the Company shall expire on the conclusion of ensuing 26th AGM. In terms of the said Section read with The Companies (Audit and Auditors] Rules, 2014, they can be appointed for another term of 5 years subject to ratification by the Members at every Annual General Meeting. M/s. Sharp & Tannan, have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. The Audit Committee at its meeting held on 14th May, 2015 has recommended their appointment as Statutory Auditors of the Company for the 2nd term of 5 years to end on conclusion of 31st Annual General Meeting to be held in the year 2020. You are requested to approve their appointment. Cost Auditors : Pursuant to Section 148 of the Companies Act, 2013, read with The Companies (Cost Records and Audit] Amendment Rules, 2014, the cost audit records maintained by the Company in respect of Conductors, Oils and Cables Divisions of the Company are required to be audited by a Cost Accountant. Your Directors, on the recommendation of the Audit Committee, appointed Mr. T.M.Rathi to audit the cost accounts of the Company for the financial year 2015 on a remuneration of Rs. 1,20,000/-. A Resolution seeking members'' ratification for the appointment and remuneration payable to Mr. T. M. Rathi, Cost Auditor is included at Item No. 7 of the Notice convening the Annual General Meeting. Secretarial Auditors : Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed Mr. Hemang M. Mehta of H. M. Mehta & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure I. 12. Other Information : a. Green Initiative To support the Green Initiative taken by the Ministry of Corporate Affairs (MCA], to contribute towards a 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 the shareholders by electronic mode wherever possible. Further, the Company has started using recyclable steel drums in place of wooden pallets in its Conductors Divisions in order to protect the environment and reduce costs for the Company. b. Corporate Social Responsibility (CSR) The Board of Directors constituted a Corporate Social Responsibility (CSR] Committee in terms of the provisions of Section 135(1] of the Companies Act, 2013 on 30th May, 2014. This CSR Committee reviews and restates the Company''s CSR policy in order to make it more comprehensive and aligned with the activities specified in Schedule VII of the Companies Act, 2013. With the strong belief in the principle of Trusteeship, Apar Group continues to serve the community through a focus on healthcare, education, Food and mid-day meal for children, Environmental sustainability and Health and Welfare of Senior Citizens initiatives. The Annual Report on CSR activities is annexed herewith as Annexure - II. c. Attached to and forming part of this report are the following inter alia: i] Particulars relating to Employee Stock Option Scheme - Annexure - III ii] Particulars of Information as per Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 - a Statement showing the names and other particulars of the Employees drawing remuneration in excess of the limits set in the Rules - Annexure - IV (a) and Disclosures pertaining to remuneration and other details as required under Section 197(12] of the Act read with Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 - Annexure - IV(b). iii] Particulars relating to conservation of energy, technology absorption, research & development and foreign exchange earnings and outgo - Annexure - V. iv] Report on Corporate Governance and auditors'' certificate regarding compliance of conditions of corporate governance. v] Statement containing brief financial details of the subsidiaries. d. Extract of Annual Return : The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - VI. e. 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 subsidiaries, Quantum Apar Speciality Oils Pty. Ltd., Australia and Petroleum Specialities FZE, Sharjah, WOS of PSPL and Apar Lubricants Limited, a WOS of the Company. As per the provisions of Section 129(3) read with Section 136 of the Companies Act, 2013, a statement containing brief financial details of the said subsidiaries for the year ended March 31, 2015 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. 13. General : No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Issue of equity shares with differential rights as to dividend, voting or otherwise. 2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report. 3. No Managing Director of the Company receive any remuneration or commission from any of its subsidiaries. 4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 14. Acknowledgement : 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 Company.

Director’s Report