MIRA INFORM REPORT

 

 

Report Date :

02.06.2011

 

IDENTIFICATION DETAILS

 

Name :

APAR INDUSTRIES LIMITED (w.e.f  08.10.1999)

 

 

Formerly Known As :

GUJARAT APAR POLYMER LIMITED

 

 

Registered Office :

301 Panorama Complex,  R.C. Dutt Road, Vadodara – 390007, Gujarat

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

28.09.1989

 

 

Com. Reg. No.:

04-12802

 

 

Capital Investment / Paid-up Capital :

Rs.323.360 millions

 

 

 

CIN No.:

[Company Identification No.]

L91110GJ1989PLC012802

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

BRDA01335F / BRDA01312D / BRDA00836D

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.

 

 

Line of Business :

Manufacturer of oil well parts, fuel tank liners, fuel hoses, gaskets, packing oil seals and other oil-resistant applications.

 

 

No. of Employees :

Not Divulged

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (65)

 

RATING

STATUS

PROPOSED CREDIT LINE

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

 

Maximum Credit Limit :

USD 12000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and a reputed company having fine track. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments.

 

The company can be considered normal for business dealings at usual trade terms and condition.

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

INFORMATION DECLINED BY

 

Name :

Ms. Urvashi

Designation :

Deputy Manager

Date :

31.05.2011

 

 

LOCATIONS

 

Registered Office :

301, Panorama Complex, R. C. Dutt Road, Vadodara – 390007, Gujarat, India

Tel. No.:

91-265-2331935/ 2339906

Fax No.:

91-265-2330309

E-Mail :

aisbmby@bom3.vsnl.net.in

com_sec@apar.com

Website :

http://www.aparind.com

http://www.apar.com

 

 

Corporate Office :

Apar House, Corporate Park, Sion-Trombay Road, Chembur, Mumbai – 400071, Maharashtra, India

Tel. No.:

91-22-25263400/67800400

Fax No.:

91-22-25246326

E-Mail :

aisbmby@bom3.vsnl.net.in

corporate@apar.com

 

 

Administrative Office:

Village Dungi Taluka Valla Near Ankleshwar Baruch, Gujarat, India

 

 

Factory 1:

Special Oil Refinery

1. Dharmsinh Desai Marg, Muhul Trombay, Mumbai – 400 074, Maharashtra, India

2. Silvassa, Tamilnadu, India

 

 

Factory 2:

A#18 TTC MIDC Industrial Area, Near Rabale Tel Exchange, Thane Belapur Road,  Thane – 400 701, Maharashtra, India

 

 

Factory 3:

Polymers Division

Village Dungri, Taluka Valia, District Bharuch – 393 135, Gujarat Trombay, Mumbai, Maharashtra, India

 

 

Factory 4:

Dharmsihn Desai Industrial Park, Dharmsinh Desai Marg, Opposite “D” Cabin, Chhani Road, Vadodara – 390 002, Gujarat, India

 

 

Factory 5:

Dharmsinh Desai Park, Taluka Savli, Bahutha – 391 775, Dist. Vadodara, Gujarat, India

 

 

Speciality Oils Manufacturing Facility

Rabale – Navi Mumbai

18,TT.C.M.I.D.C.Indl.Area, Near Rabale Telephone. Exchange,
Thane Belapur Road, Rabale, Navi Mumbai - 400 701, India.

Tel. No.: 91-22 - 27694756;
Fax No.: 22 - 27694757

Email: apar_thane@apar.com

 

Silvassa – D. and NH
Survey No.148 / 1 – 148 / 3 , Silvassa - Rakholi Road, Vilage - Kudacha, Silvassa-396 230 ( U.T. of Dadra Nagar Haveli ) India.

Tel. No.: 91-260 - 2630193 / 2630194 / 2630282 / 2630961

 Email: aparsil@apar.com

 

 

Aluminium Conductors Manufacturing Facility

Nalagarh - HP
Khasra No. 467, Hadbast No. 101, Muuza Beer Plassi, Tehsil. Nalagarh, 
P.O. Manjhauli (Jagatkhana ),   Dist. Solan - 174 101. ( H.P.) 
Himachal Pradesh , INDIA.

Tel. No.: 91-1795 - 265389 / 200384

Email: apar_nalagarh@apar.com

 

 

Branches :

Located At:

 

·         Bangalore

·         Chennai

·         New India

·         Kolkata

·         Hyderabad

·         Pune

·         Jabalpur

·         Bhopal 

 

 

DIRECTORS

 

As on 31.03.2010

 

Name :

Dr. Narendra D. Desai

Designation :

Chairman and Managing Director

Date of Birth/Age :

62 Years

Qualification :

B.Sc. (Hons), London, M.S. (Ele. Engg.), Ph.D., Penn., USA, Sigma XI, A.A.M.I.E.E.

Experience :

44 years

Date of Appointment :

28.09.1989

 

 

Name :

Mr. V. A. Gore

Designation :

Director (upto 01.12.2009)s

 

 

Name :

Mr. N. K. Thingalaya

Designation :

Director

Date of Birth/Age :

04.11.1937

Qualification :

Ph. D. (Economics)

Date of Appointment :

27.07.2001

Other Directorships:-

Canbank Investment Management Services  Limited

 

 

Name :

Mr. F. B. Virani

Designation :

Director

Date of Birth/Age :

26.06.1945

Qualification :

B. E. (Chemical Engineering), M. S. (Chemical Engineering) (USA), MBA (USA)

Date of Appointment :

27.07.2001

Other Directorships:-

Jaiprakash Hydro Power Limited

 

 

Name :

Mr. Kushal N. Desai

Designation :

Managing Director

Date of Birth/Age :

36 years

Qualification :

B.Sc. Hons., (Ele. Engg.) USA, B.S. Eco. Hons., (Wharton), USA

Experience :

13 years

Date of Appointment :

24.03.1999

 

 

Name :

Mr. C. N. Desai

Designation :

Joint Managing Director

Date of Birth/Age :

15.07.1971

Qualification :

B.Sc (Hons.) (Chem. Engg.) USA, B.S. Eco. (Hons.) (Wharton), USA

Experience :

8 Years

Date of Appointment :

29.05.1993

 

 

Name :

Mr. H. N. Shah

Designation :

Director

 

 

Name :

Mr. Gary Ng Jit Meng

Designation :

Alternate to

Ms. Josephine Price (upto 21.01.2010)

 

 

KEY EXECUTIVES

 

Name :

Mr. Sanjaya Kunder

Designation :

Company Secretary

 

 

Audit Committee:

Mr. V A Gore, Chairman (Upto 01.12.2009)

Mr. H. N. Shah, Member (w.e.f. 21.01.2010)

Dr. N.K. Thingalaya

Mr. F.B. Virani

Mr. Gary Ng Jit Ment (Upto 21.01.2010)

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 31.03.2011

 

Category of Shareholder

Total No. of Shares

% of total No. of Shares

 

 

 

(A) Shareholding of Promoter and Promoter Group

 

 

http://www.bseindia.com/images/clear.gif(1) Indian

 

 

http://www.bseindia.com/images/clear.gifIndividuals / Hindu Undivided Family

20,225,918

62.55

http://www.bseindia.com/images/clear.gifBodies Corporate

110,978

0.34

http://www.bseindia.com/images/clear.gifSub Total

20,336,896

62.89

http://www.bseindia.com/images/clear.gif(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

20,336,896

62.89

(B) Public Shareholding

 

 

http://www.bseindia.com/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/images/clear.gifMutual Funds / UTI

3,185,404

9.85

http://www.bseindia.com/images/clear.gifFinancial Institutions / Banks

1,149

-

http://www.bseindia.com/images/clear.gifForeign Institutional Investors

2,055,595

6.36

http://www.bseindia.com/images/clear.gifSub Total

5,242,148

16.21

http://www.bseindia.com/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/images/clear.gifBodies Corporate

3,447,467

10.66

http://www.bseindia.com/images/clear.gifIndividuals

 

 

http://www.bseindia.com/images/clear.gifIndividual shareholders holding nominal share capital up to Rs. 0.100 million

2,088,682

6.46

http://www.bseindia.com/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs. 0.100 million

892,024

2.76

http://www.bseindia.com/images/clear.gifAny Others (Specify)

328,814

1.02

http://www.bseindia.com/images/clear.gifForeign Nationals

221,975

0.69

http://www.bseindia.com/images/clear.gifHindu Undivided Families

105,324

0.33

http://www.bseindia.com/images/clear.gifTrust & Foundation

1,515

-

http://www.bseindia.com/images/clear.gifSub Total

6,756,987

20.90

Total Public shareholding (B)

11,999,135

37.11

Total (A)+(B)

32,336,031

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

-

-

http://www.bseindia.com/images/clear.gif(1) Promoter and Promoter Group

-

-

http://www.bseindia.com/images/clear.gif(2) Public

-

-

http://www.bseindia.com/images/clear.gifSub Total

-

-

Total (A)+(B)+(C)

32,336,031

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacture of oil well parts, fuel tank liners, fuel hoses, gaskets, packing oil seals and other oil-resistant applications.

 

 

Products :

Product Description

Item Code No. (ITC Code)

 

 

Acrylonitrile Butadiene Rubber

4002.59

Transformer and Speciality Oils

2710.90

AAC/ACSR Conductors

7614.90

 

  • Industrial Lubricants
  • Industrial Oils and Lubricants Industrial Specialty Oils
  • Industrial Greases
  • Automotive Engine Oils
  • Automotive Oils and Lubricants Automotive Speciality Oils
  • Automotive Greases
  • Industrial Automotive Oils and Lubricants

 

PRODUCTION STATUS As on 31.03.2009

 

Particulars

Unit

Licensed Capacity

Installed Capacity

Actual Production

Synthetic Rubber (NBR/HSR), Lattices and Polybled

MT

(12000)

(21763)

(16930)

 

GENERAL INFORMATION

 

Customers :

  • Power Grid Corporation of India Limited
  • National Thermal Power Corporation
  • KEC International Limited
  • Larsen and Toubro Limited
  • ABB Energieanlagenbau GmbH, Germany
  • ALSTOM, South Africa
  • Mitsui and Company, Tokyo, Japan
  • Naw Power, Namibia
  • Iran Power Company, Iran
  • Fitchner Consultants, Germany

 

 

No. of Employees :

Not Divulged

 

 

Bankers :

  • Syndicate Bank
  • Union Bank of India
  • ING-Vysya Bank Limited
  • Indian Bank
  • The Dhanalakshmi Bank Limited
  • IDBI Bank Limited
  • ICICI Bank Limited
  • State Bank of India
  • Standard Chartered Bank
  • Yes Bank Limited
  • Bank of Baroda
  • Axis Bank Limited

 

 

Facilities :

Secured Loan

AS on 31.03.2010

(Rs. in Millions)

As on

31.03.2009

(Rs. in Millions)

From Banks

 

 

Cash Credit/working Capital demand loans

453.308

246.007

Term loan

121.239

130.318

Total

574.547

376.325

 

Note:

A) The cash Credit/working capital demand loans/pre-shipment export

     finance from banks are secured by:

 

(i)                   Hypothecation of specified stock, 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 certain immovable properties both present and future.

(iii)                First charge by way of equitable mortgage by deposit of title deeds of certain immovable properties of Apar Corporation Private Limited a related Party.

(iv)                Out of the above an amount ofRs.269.460 Millions is secured by lien on term deposits of Rs.290.000 Millions.

 

B) The term loan is secured by hypothecation of specific machineries acquired out of proceeds of the loan. The amount denotes charge created / to be created. 

 

Unsecured Loan

AS on 31.03.2010

(Rs. in Millions)

As on

31.03.2009

(Rs. in Millions)

Fixed Deposits

 

 

From Public

198.080

143.913

From Directors

45.100

46.100

Loan from Directors (repayable at call)

19.500

160.170

Inter corporate deposits (repayable at call)

39.828

42.662

Total

302.508

 392.845

 

Repayable within one year Rs.77.527 millions (Previous year 118.966 millions.)

 

 

 

Banking Relations :

-

 

 

Auditors :

 

Name :

Price Waterhouse

Chartered Accountant

Address :

Mumbai.

 

 

Joint Venture :

Apar Chematak Lubricants Limited

 

 

Enterprises over which significant influence is exercised by key management personnel/ individuals having significant influence:

  • Apar Corporation Private Limited
  • Scope Private Limited
    • Apar Investment (Singapore) Pte. Limited
    • Apar Investment Inc.
  • Kushal N Desai Family Trust
  • Apart Technologies Private Limited
  • Kushal Chaitanya Desai Family Trust
  • Caitanya N Desai Family Trust
  • Catalis World Private Limited
  • Apart Masat Conductors Limited
  • Gayatri Associates

 

 

Subsidiaries:

  • Petroloeum Specialities Pte. Limited, Singapore
  • Power Oil Specialities Pte. FZE, Sharjah
  • Quantum  Apar Speciality Oil Pty Limited (Subsidiary of Petroleum Specialities Pte Limited)
  • Uniflex Cables Limited
  • Marine Cables and Wires Private Limited (Subsidiary of Unifled Cable Limited)

 


 

CAPITAL STRUCTURE

 

As on 31.03.2010

 

Authorised Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

91998750

Equity Shares

Rs.10/- each

Rs.919.987 millions

 

Issued, Subscribed & Paid-up Capital :

 

No. of Shares

Type

Value

Amount

32336031

Equity Share

Rs.10/- Each

Rs.323.360 millions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2010

31.03.2009

31.03.2008

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

323.360

323.360

323.360

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

2606.478

2489.185

2436.110

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

2929.838

2812.545

2759.470

LOAN FUNDS

 

 

 

1] Secured Loans

574.547

376.325

685.525

2] Unsecured Loans

302.508

392.845

204.429

TOTAL BORROWING

877.055

769.170

889.954

DEFERRED TAX LIABILITIES

80.320

85.782

55.836

 

 

 

 

TOTAL

3887.213

3667.497

3705.260

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1198.778

1185.705

1066.138

FIXED ASSETS HELD FOR SALE/DISPOSAL

0.732

0.731

0.731

Capital work-in-progress

9.244

46.033

32.778

 

 

 

 

INVESTMENT

317.509

884.096

413.017

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

3782.880
2974.903

2674.903

 

Sundry Debtors

3784.270
4751.894

3879.087

 

Cash & Bank Balances

4691.145
5996.983

4853.801

 

Other Current Assets

0.000
0.000

0.000

 

Loans & Advances

2047.919
1667.559

1255.360

Total Current Assets

14306.214
15391.339

12663.151

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

9437.888

11950.489

9350.862

 

Other Current Liabilities

2297.855
1884.527

968.589

 

Provisions

209.521
16.953

180.067

Total Current Liabilities

11945.264
13851.969

10499.518

Net Current Assets

2360.950
1539.370

2163.633

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

11.562

28.963

 

 

 

 

TOTAL

3887.213

3667.497

3705.260

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Income

19980.543

24634.127

17102.903

 

 

Other Income

166.386

63.230

56.141

 

 

TOTAL                                     (A)

20146.929

24697.357

17159.044

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Operating and other expenses

18974.104

24161.861

16172.509

 

 

Other Expenditure

22.611

17.402

38.402

 

 

Increase/(Decrease) in Finished Goods

(212.282)

11.469

(186.197)

 

 

TOTAL                                     (B)

18784.433

24190.732

16024.714

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

1362.496

506.625

1134.330

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

195.599

312.489

355.745

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                       (E)

1166.897

194.136

778.585

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

118.792

109.926

138.909

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

1048.105

84.210

639.676

 

 

 

 

 

Less

TAX                                                                  (H)

742.277

31.135

107.998

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

305.828

53.075

531.678

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

998.166

945.091

NA

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

87.500

--

NA

 

 

Proposed Dividend

161.680

--

NA

 

 

Tax on Dividend

26.855

--

NA

 

BALANCE CARRIED TO THE B/S

1027.959

998.166

NA

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export Earnings

5022.529

6554.239

6184.371

 

 

Commission Earnings

0.000

1.671

1.428

 

 

Other Earnings

256.511

264.485

253.523

 

 

Deemed Exports

861.682

1488.632

736.576

 

TOTAL EARNINGS

6140.722

8309.027

7175.898

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

9694.131

14845.293

11295.970

 

 

Stores & Spares

3.562

2.765

3.445

 

 

Capital Goods

20.109

23.234

28.811

 

TOTAL IMPORTS

9717.802

14871.292

11328.226

 

 

 

 

 

 

Earnings Per Share (Rs.)

9.46

1.64

16.44

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2010

30.09.2010

31.12.2010

31.03.2011

Type

1st Quarter

2nd Quarter

3rd Quarter

4th Quarter

Net Sales

6248.990

6678.760

6493.690

7832.270

Total Expenditure

5880.580

6159.980

6106.780

7406.210

PBIDT (Excl OI)

368.410

518.780

386.910

426.060

Other Income

0.340

4.900

0.500

27.810

Operating Profit

368.750

523.680

387.410

453.870

Interest

[1.540]

0.000

0.000

1.540

Exceptional Items

0.000

[1.970]

0.000

0.000

PBDT

370.290

521.710

387.410

452.330

Depreciation

30.520

36.120

34.520

35.930

Profit Before Tax

339.770

485.590

352.890

416.400

Tax

99.6200

143.060

103.430

190.010

Provisions and contingencies

0.000

0.0000

0.000

0.000

Profit After Tax

240.150

342.530

249.460

226.390

Extraordinary Items

0.000

0.000

0.000

0.000

Prior Period Expenses

0.000

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

0.000

Net Profit

240.150

342.530

249.460

226.390

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

4.28
0.21

3.10

 

 

 
 

 

Net Profit Margin

(PBT/Sales)

(%)

5.25
0.34

3.74

 

 

 
 

 

Return on Total Assets

(PBT/Total Assets}

(%)

6.76
0.51

4.66

 

 

 
 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.36
0.03

0.23

 

 

 
 

 

Debt Equity Ratio

(Total Liability/Networth)

 

4.38
5.20

4.13

 

 

 
 

 

Current Ratio

(Current Asset/Current Liability)

 

1.20
1.11

1.21

 

LOCAL AGENCY FURTHER INFORMATION

 

SUNDRY CREDITORS DETAILS

Rs. In Millions

 

Particulars

31.03.2010

31.03.2009

31.03.2008

 

 

 

 

Sundry Creditors

9437.888

11950.489

9350.862

 

 

 

 

HISTORY:

 

Subject was formerly known as Gujarat Apar Polymers was Promoted by subject, the flagship company of the Apar group, along with the Gujarat Industrial Investment Corporation (GIIC), subject manufactures NBR (nitrile rubber) and latex. It has a 6250-tpa facility for NBR, a special oil-resistant synthetic rubber with good abrasion- and water-resistance.

   
NBR is used in the manufacture of oil well parts, fuel tank liners, fuel hoses, gaskets, packing oil seals and other oil-resistant applications. The footwear industry uses NBR for industrial and army boots. NBR latex is used in making paper, non-woven fabrics, artificial leather and in finishing / water proofing of real leather.

 

The company has signed a technical-collaboration agreement with Goodyear Tire and Rubber Company, US, which will be valid for five years from the commencement of production. Goodyear is one of the largest producers of rubber and tyres besides being in the line of Speciality rubber, chemicals and plastic products. There are about 12 NBR plants worldwide, of which five operate on Goodyear technology. Goodyear is being paid a technical know-how fee of US $ 750,000 in three equal installments, two being paid in advance to get the technology, and a royalty of 2% on all sales of licensed products. 

 
In Nov 2000 the captive plant for co-generation of power and steam has became operational. The Ankleshwar plant which was modernised with latest know-how of M/s Goodyear Tire and Rubber Co., USA for continuous processing of NBR in place of batch processing was completed and test running is in progress in 2000-01.

 

Management discussion and analysis/ outlook

 

Industry structure, development, opportunities, threats, outlook and risk and concerns The Indian power sector continues to see substantial investment in the generation, transmission and distribution segments. The power generation should increase by about 50 KMW in the Eleventh Five Year Plan compared to 52.3 KMW in past 15 years. As a consequence, there will be a significant spending on the Transmission and Distribution (TandD) segment to transmit and distribute the power. The Twelfth Five Year Plan is expected to add about 100,000 MW additionally. Given that the additions in the Eleventh Plan is back ended, there is an expectation that TandD investment will accelerate over the next 5-7 years. The Company has two business segments, each of which continued to maintain significant market share positions. The Company is deriving about 75% of its revenue from power sector on the basis of use by the end customer. Margins from the manufacturing activities during 2009-10 were substantially improved to Rs. 1,385.11 million from Rs. 524.03 million in the previous year.

 

Qualified institutional / private placement In order to meet the funds requirement and to strengthen the financial position and capital base of the Company by augmenting its long-term resources, the Company would need access to external funds at different points of time in the future. It is proposed to seek an enabling resolution of the members at the ensuing Annual General Meeting (AGM) and for the purpose, appropriate resolutions with explanatory statement areincorporated in the notice of AGM. The Board of Directors recommends the resolutions.

 

Operations of subsidiaries Uniflex Cables Limited (UCL) and its wholly-owned subsidiary, Marine Cables and Wires Private Limited (MCWPL) The Company got involved in day to day management of UCL, since September 2008 and thereafter, it has taken several steps in the area of productivity improvement, debottlenecking of manufacturing facility, expansion of production lines and markets and strengthening of managerial resources. This resulted in UCL being prepared for facing long term challenges and steps taken during the year for improvement of operations were reflected in its increased net sales during the last four month period (December 2009 to March 2010) of Rs.876.1 million as against total net sales of Rs. 930.08 million for the first eight months of the financial year 2009-10. Accordingly net sales, during 2009-10, were Rs. 1,806.18 million against Rs. 1,278.59 million in the previous financial year 2008-09. Net loss in the last quarter of FY 2009-10 were Rs. 51.49 million against the average loss per quarter of Rs.74.32 million in the preceding three quarter of the financial year 2009-10. However, this was not sufficient to break–even and UCL has incurred a net loss of Rs. 274.58 million after tax as against a loss of Rs. 286.75 million for the previous year 2008-09.

 

UCL faced a very competitive environment in which there was severe margin erosion in the face of diminishing demand. However, in second half of FY10, the demand for power cables improved considerably. This resulted in better sales and margins improved to some extent, but still not fully recovered to the extent pre-September 2008 levels. UCL, however, streamlined production, invested in upgrading equipment, manpower and processes and expects to do over Rs.2,750 million in net sales in FY11, with a cash break-even level of profitability. On account of losses incurred during the year and also with carried forward losses of past years, the entire net worth of the UCL got eroded as at the end of the financial year March 31, 2010. UCL is required under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) to make a reference to the Board for Industrial and Financial Reconstruction (BIFR) for determination whether the UCL is a sick industrial company or not and UCL will shortly file the same. The Company shall provide required support for revival of the unit.

 

The Company has an equity investment of Rs.834.37 million in UCL as at March 31, 2010. Considering the present net worth position of UCL the Company deems it prudent to provide for impairment in the value of equity investment in UCL. Accordingly, the Company provided (non-cash charge) Rs. 555.4 million in its 2009-10 accounts as an extraordinary item. During the year ended March 31, 2010, MCWPL earned profit of Rs. 6.62 million (before tax) as against loss of Rs.5.79 million in the previous year. On account of brought forwarded losses of the previous years, its entire net worth got eroded as at the end of financial year March 31, 2009 and MCWPL had filed required reference to BIFR in the month of October 2009. BIFR vide its order dated February 5, 2010 has declared MCWPL as sick industrial company and directed MCWPL to submit Draft Rehabilitation Scheme (DRS) for its revival which will be submitted shortly by MCWPL. The Company shall provide required support for its revival and the Board authorised the management to discuss the proposal to be submitted by MCWPL to BIFR for amalgamation of MCWPL with the Company.

 

Contingent liabilities not provided for:

 

Particulars

31.03.2010

Rs. In Millions

a) Bills of exchange discounted

1311.440

b) Taxation:

Disputed demands of income tax

--

c) i) Guarantee given by the company for credit facilities enjoyed by Petroleum Specialities Pte Limited, a wholly owned subsidiary

673.650

ii) Guarantee given by the company for credit facilities enjoyed by Uniflex Cable Limited, A Subsidiary

1250.000

d) Claims against the company not acknowledged as debts-

 

i) Demand/ show cause- cum- demand notices received and contested by the company with the relevant appeliate authorities:

 

Excise Tax

36.818

Custom Duty

1.985

Sales Tax

31.005

ii) Arbitration award regarding dispute of alleged contractual non performance by the company, against which the company is in appeal before Bombay High Court

65.632

iii) Interest on delayed payment of Excise duty, (which duty payment was revenue neutral) on certain Deemed exports as per settlement commission ‘s order against which the Company is in appeal before Bombay High Court

[44.508]

iv) Demand/ Charges levied by the Local Authorities

--

v) Labour matters

16.431

 

 

Fixed Assets:

 

  • Land Freehold
  • Leasehold Building
  • Plant and Machinery
  • Furniture and Fixture
  • Motor Vehicles
  • Intangible Assets

 

 

AUDITED FINANCIAL RESULTS FOR THE YEAR ENDED 31.03.2011

(CONSOLIDATED FINANCIALS)

 

Particulars

31.03.2011

Rs. In Millions

Income

 

a) Net Sales / Income from Operations

30283.000

b) Other Operating Income

60.380

Total Operating Income

30343.380

Expenditure

 

(a) (Increase)/decrease in Stock in Trade

(37.010)

(b) Consumption of Raw Materials

23171.140

(c) Purchase of traded goods

809.840

(d) Employees Cost

396.340

(e) Depreciation

205.160

(f) Other Expenditure

4126.300

Total Expenditure

28671.770

Profit / (Loss) From Operations before other Income Interest & Exceptional Items

1671.610

Other Income

1.490

Profit/(Loss) before Interest and Exceptional items

1673.100

Interest

134.650

Profit / (Loss) after interest before Exceptional items

1538.450

Exceptional Items

--

Profit / (Loss) From Ordinary activities before Tax

1538.450

Provision for Taxation

578.040

Net Profit/(Loss) From Ordinary activities after Tax

960.410

Minority Interest (Profit)/ Loss

(7.150)

Net Profit/(Loss) From Ordinary activities after Tax

953.260

Extraordinary Items

--

Net Profit/(Loss) for the period

953.260

Paid Up Equity Share Capital ( Face Value of the share Rs.10/- each )

323.360

Reserves (Excluding Revaluation Reserves)

3190.850

Public Share Holding

 

Before Extraordinary Items

 

Basic and Diluted

29.48

After Extraordinary Items

 

Basic and Diluted

29.48

Public Share Holding

 

- Number of Shares

11999135

- Percentage of shareholding

37.11%

Promoters and Promoter group share holding

 

a) Pledged / Encumbered

 

- Number of Shares

Nil

- Percentage of share (as a % of the total shareholding of promoter and promoter group)

Nil

- Percentage of shares(as a % of the total share capital of the company)

Nil

b) Non-encumbered

 

- Number of Shares

20336896

- Percentage of Share (as a % of the total shareholding of promoter and promoter group)

100.00%

 - Percentage of Share (as a % of the total share capital of the company)

62.89%

 

News:

Apar was the first Indian supplier of Transformer Oils to participate in the Tech Con Asia Pacific 2008, the ninth annual conference for high voltage electrical industry at Sydney Convention and Exhibition Centre – Darling Harbor, Sydney, held on the 1st and 2nd of April, 2008. In this reputed conference which is a platform for knowledge and experience sharing from international electrical industry experts, Apar presented a technical paper on insulating oils entitled “Emerging trends in quality and performance standards, Challenges in production of high quality insulating oils”, which was well received.

The paper stressed the importance of the selective refining of mineral insulating oils to retain the right mix of non – corrosive sulphur and aromatics in line with the new international standards of high voltage transformers. Reflecting sophisticated technical knowledge, the data presented were based on the experiments conducted by Apar on various types of insulating oils. The forum was an excellent opportunity for Apar to showcase its technical capabilities before a global audience, reinforcing its international brand. 

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                              None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 


 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.44.89

UK Pound

1

Rs.73.85

Euro

1

Rs.64.76

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--PROFITABILIRY

1~10

8

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

7

--RESERVES

1~10

8

--CREDIT LINES

1~10

7

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

65

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

-

NB

                                       New Business

-

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.