MIRA INFORM REPORT

Report Date :

03.06.2013

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) :	31.03.2012
Date of Incorporation :	28.09.1989
Com. Reg. No.:	04-012802
Capital Investment / Paid-up Capital :	Rs. 359.720 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 :	Manufacture of Conductors, Transformer/Speciality Oils and Power/ Telecom cables.
No. of Employees :	855 [Approximately]

RATING & COMMENTS

MIRA’s Rating :

Ba (54)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 18830000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having a good track record. There appears slight dip in the profitability during 2012. However, general financial position seems to be strong. The promoters and management seems to be experienced. The rating also takes into consideration it long term relationship with its customers and well established market position. Trade relations are reported to be fair. Business is active. Payments are reported to be regular and as per commitment. The company can be considered for normal 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.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	A+ (Long Term Bank Facilities) (Reaffirmed)
Rating Explanation	Adequate degree of safety and low credit risk.
Date	09.01.2013

Rating Agency Name	CARE
Rating	A1+ (Short Term Bank Facilities)
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	09.01.2013

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DECLINED BY

Name :	Mr. Parames Waran
Designation :	Key Executive
Contact No.:	91-22-22820400

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 / Specialty Oils Sales :	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
Finance Office :	141/142, Mittal Court, A Wing, Nariman Point, Mumbai-400021, Maharashtra, Indi
Tel. No.:	91-22-22820409, 22826881
Specialty Oils Manufacturing Facility :	Rabale – Navi Mumbai 18,TT.C. M.I.D.C. Industrial Area, Near Rabale Telephone. Exchange, Thane Belapur Road, Rabale, Navi Mumbai - 400 701, Maharashtra, India.
Tel. No.:	91-22 - 27694756
Fax No.:	91-22 - 27694757
E-Mail :	apar_thane@apar.com
Specialty Oils Manufacturing Facility	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
E-Mail :	aparsil@apar.com
Aluminium Conductors Manufacturing Facility :	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 Nalagarh – HP Khasra No. 467, Hadbast No. 101, Muuza Beer Plassi, Tehsil. Nalagarh,  P.O. Manjhauli (Jagatkhana),   District Solan - 174 101, Himachal Pradesh, India   Tel. No.: 91-1795 - 265389 / 200384 Email: apar_nalagarh@apar.com
Cables Division Manufacturing	Plot No.158 to 163, GIDC, Umbergaon, District Valsad-396171, Gujarat, India
Tel. No.:	91-260-2562412 / 2563412
Fax No.:	91-260-2562950 / 2562954
E-Mail :	cable.production@apar.com
Branch Office :	Located At: · Bangalore · Chennai · New India · Kolkata · Hyderabad · Pune · Jabalpur · Bhopal

DIRECTORS

AS ON 31.03.2012

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.
Date of Appointment :	28.09.1989
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:-	1. Dyna Cybertech Services Private Limited 2. Uniflex Cables Limited
Name :	Mr. Kushal N. Desai
Designation :	Managing Director
Date of Birth/Age :	21.02.1967
Qualification :	B.Sc. Hons., (Ele. Engg.) USA, B.S. Eco. Hons., (Wharton), USA
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
Date of Appointment :	29.05.1993
Name :	Mr. H. N. Shah
Designation :	Director
Name :	Mr. Rajesh Sehgal
Designation :	Additional Director (w.e.f. 27th June, 2011)
Date of Birth/Age :	16.02.1971
Qualification :	PGDBM, CFA.
Other Directorships:-	HPL Additives Limited
Name :	Mr. Sanjiv Mahehwari
Designation :	Additional Director (w.e.f. 24.08.2011)

KEY EXECUTIVES

Name :	Mr. Sanjaya Kunder
Designation :	Company Secretary
Name :	Mr. Parames Waran
Designation :	Key Executive
Audit Committee:	Mr. H. N. Shah, Chairman Dr. N.K. Thingalaya Mr. F.B. Virani Mr. Rajesh Sehgal (w.e.f. 27th June, 2011)

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.03.2013

Category of Shareholder	No. of Shares	% of No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	20923923	54.39
Bodies Corporate	110978	0.29
Any Others (Specify)	1635387	4.25
Trusts	1635387	4.25
Sub Total	22670288	58.93
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	22670288	58.93
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	2544005	6.61
Financial Institutions / Banks	409	0.00
Foreign Institutional Investors	1887739	4.91
Sub Total	4432153	11.52
(2) Non-Institutions
Bodies Corporate	7424456	19.30
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	2701803	7.02
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	1025903	2.67
Any Others (Specify)	215828	0.56
Foreign Nationals	66969	0.17
Hindu Undivided Families	148799	0.39
Trust & Foundation	60	0.00
Sub Total	11367990	29.55
Total Public shareholding (B)	15800143	41.07
Total (A)+(B)	38470431	100
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0
(1) Promoter and Promoter Group	0	0
(2) Public	0	0
Sub Total	0	0
Total (A)+(B)+(C)	38470431	0

BUSINESS DETAILS

Line of Business :

Manufacture of Conductors, Transformer/Speciality Oils and Power/ Telecom cables.

Products :

Product Description	Item Code No. (ITC Code)
Acrylonitrile Butadiene Rubber	4002.59
Transformer and Speciality Oils	2710.90
AAC/AAAC/ACSR Conductors	7614.90

PRODUCTION STATUS [AS ON 31.03.2011]

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Transformer Oils	MT	153495*	372773	136997
	KL	182000	-
Special Grade Pharmaceutical Oils	MT	86025*	-	58171
	KL	102000	-
Other Specialities Oils (including R.P.Oils)	MT	133253*	-	66431
	KL	158000	-
ii) AAC, AAAC and ACSR Conductors	MT	116000*	103679	93270
iii) Aluminium rods suitable for further manufacture of ACSR/AAC/AAAC	MT	110000*	86600	78016

* Company's application for manufacture has been taken on record and registered by the concerned Government authorities.

Notes:

a) Installed capacities are certified by Management of the Company 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 regularization of the same have been accepted in part only or are pending with the Government.

GENERAL INFORMATION

No. of Employees :

855 [Approximately]

Bankers :

• Union Bank of India
• Syndicate Bank
• ING-Vysya Bank Limited
• IDBI Bank Limited
• ICICI Bank Limited
• State Bank of India
• Standard Chartered Bank
• Bank of Baroda
• Axis Bank Limited
• Credit Agricole – Corporate and Investment Bank

Facilities :

Secured Loan	Rs. In Millions 31.03.2012	Rs. In Millions 31.03.2011
LONG-TERM BORROWINGS
Term loans
Foreign currency loan from banks	254.400	0.000
SHORT-TERM BORROWINGS
Working capital loans from banks	713.370	608.070
TOTAL	967.770	608.070
NOTES LONG-TERM BORROWINGS The Term loan is secured by exclusive charge on the assets acquired by the Company with the proceeds of the facility. Terms of repayment of term loan- In August, 2014 Rs. 76.32 million, in August, 2015 Rs. 76.32 million and in August, 2016 Rs.101.76 million. SHORT-TERM BORROWINGS a) Out of Working capital loans from banks (secured) Rs. 647.96 million are secured by – - Hypothecation of specified stocks, specified book debts of the Company and movable plant and machinery at Nalagarh Unit. - First charge by way of equitable mortgage by deposit of title deeds of Company's specified immovable properties, both present and future. - First charge by way of equitable mortgage by deposit of title deeds of certain immovable properties of Apar Corporation Private Limited, a related party. b) Balance Working capital loans (Secured) Rs. 65.41 million pertaining to erstwhile Uniflex Cables Limited (UCL) are secured by hypothecation of stock and debts of the cable division and first charge on the fixed assets of the cable division.

Banking Relations :	--
Auditors :
Name :	Sharp and Tannan Chartered Accountant
Address :	Mumbai, Maharashtra, India
Joint Ventures :	Apar Chematek Lubricants Limited
Subsidiaries :	Petroleum Specialties Pte. Limited, Singapore Power Oil Specialities Products FZE Sharjah (closed on 21st February, 2011) Quantum Apar Specialities Oil Pty. Limited (subsidiary of Petroleum Specialities Pte. Limited) Marine Cables and Wires Private Limited (subsidiary of Apar Industries Limited after amalgamation of Uniflex Cables Limited)
Other Related Parties	Apar Corporation Private Limited Kushal Chaitanya Desai Family Trust Chaitanya N. Desai Family Trust Catalis World Private Limited Gayatri Associates AIL Benefit Trust Apar Technologies Private Limited Kushal N. Desai Family Trust Apar Investment Inc Apar Investment (Singapore) Pte. Limited

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
91998750	Equity Shares	Rs.10/- each	Rs. 919.990 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
35972394	Equity Shares	Rs.10/- each	Rs. 359.720 Millions

NOTES

1. Reconciliation of the number of shares outstanding at the beginning and at the end of the year.

	March 31, 2012
Equity Shares	No. of shares	Rs. million
At the beginning of the year	32,336,031	323.360
Issued during the period-fresh issue*	3,636,363	36.360
Outstanding at the end of the year	35,972,394	359.720

* The Company has issued and allotted 3,636,363 Equity shares (10.11% post allotment) of Rs. 10 each at a premium of Rs. 210 per share on preferential allotment basis on 4th May, 2011 to Templeton Strategic Emerging Markets Fund III, L.D.C. post allotment, the paid-up capital of the Company has been increased to Rs. 359.72 million consisting of 35,972,394 Equity Shares of Rs. 10 each fully paid.

2. Disclosure as required by Accounting Standard (AS) 14 Accounting for Amalgamations :

(i) Uniflex Cables Limited (UCL) was engaged in the business of manufacturing and sale of insulated Wires and Cables including Optical fibre and jelly- filled Cables.

(ii) UCL was declared as Sick Industrial Company by Hon'ble Board for Industrial and Financial Reconstruction (BIFR) on 15th October, 2010.

(iii) Pursuant to the Rehabilitation Scheme of UCL, envisaging Amalgamation of UCL with the Company by Hon'ble BIFR vide the Order dated 13th September, 2012 sanctioned Amalgamation retrospectively with effect from 1st April, 2010 (the appointed date). The Scheme has accordingly, been given effect in financial statements. The effective date of amalgamation is 18th September, 2012.

(iv) The amalgamation has been accounted for under the 'Pooling of Interest method' as prescribed by Accounting Standard (AS) 14 Accounting for Amalgamations, specified by the Companies (Accounting Standard) Rules, 2006. Accordingly, the assets, liabilities including contingent liabilities and reserve of UCL as at 1st April, 2010 have been taken at their book values as stipulated in the said Scheme. The reserves of the transferor Company have been transferred to the respective reserves.

(v) Based on the approved exchange ratio as provided in the Scheme, 2,498,037 number of equity shares will be issued to the equity share holders of UCL in the ratio of 1 equity share of the face value of Rs. 10 each in the Company for every 10 equity shares held in erstwhile UCL. In terms of the Scheme, the said equity shares, when issued and allotted by the Company shall rank, in all respects pari-passu with the existing equity shares of the Company.

(vi) The difference between the amount of share capital of the erstwhile UCL and the amount of fresh share capital issued by the Company on amalgamation amounting to Rs. 224.82 million is treated as capital reserve and has been added to the Capital Reserve of the Company.

(vii) The amalgamation has resulted in transfer of assets, liabilities and reserves as on 1st April, 2010 in accordance with the terms of the Scheme is as under:

Particulars	Rs. in Millions
Fixed Assets	560.580
Investment	23.240
Current Assets	1376.680
	1960.500
Less: Current Liabilities and Provisions	684.550
Less: Secured and Unsecured loans	1322.120
Less: Transfer to Share Premium Account	423.920
Less: Transfer to Capital Reserve	17.050
Less: Transfer to Statement of profit and loss	(736.940)
Net Assets transferred	249.800
Consideration for Amalgamation	24.980
Balance transferred to Capital Reserve	224.820

(viii) As provided in the Scheme 1,635,388 number of equity shares to be issued by the Company in lieu of 16,353,875 number of equity shares held by the Company in the erstwhile UCL will be transferred to ‘AIL Benefit Trust’ for the sole benefit of the Company. Accordingly, the cost (net of provision for dimunition in value) of the aforesaid investment of the Company Rs. 278.83 million is reflected as "Receivable from AIL Benefit Trust",

(ix) After giving effect to the scheme net-worth of erstwhile UCL, has become positive and as such the company will make an application to Hon'ble BIFR to take discharge from BIFR.

(x) Deferred tax asset of Rs. 263.50 million has been created for carried forward losses/depreciation and timing differences of erstwhile UCL by crediting to General Reserve.

(xi) In view of amalgamation, current year figures are not strictly comparable to those of the previous year.

3. Terms/rights attached to equity shares

(i) The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(ii) During the year ended 31 March, 2012, the amount of per share dividend recognized as distributions to equity shareholders is Rs. 4 /-, (Rs. 6 for FY 2011).

(iii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

4. Details of Shareholders holding more than 5% shares in the company

	March 31, 2012
Equity shares of Rs. 10/- each fully paid	No. of Shares	% of Holdings in the class
Dr. N. D. Desai	6804939	18.92%
Kushal N. Desai	6831778	18.99%
Chaitanya N. Desai	6820610	18.96%
Templeton Strategic Emerging Markets Fund III, L.D.C.	3636363	10.11%
Shinny Limited, Mauritius	2635138	7.33%
Reliance Capital Trustee Company Limied A/c. Reliance Diversified Power Sector Fund	1914238	5.32%

As per of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

5. Shares reserved for issue under options

The Company provides share-based payment to its employees. During the year ended 31 March, 2012, an Employee Stock Option Plan (ESOP) was in existence. The relevant details of the scheme and the grant are as below:

Members' approval was obtained at the Annual General Meeting held on 9th August, 2007 for introduction of Employee Stock Option Scheme to issue and grant up to 1,616,802 options but the Board has granted 175,150 options till date.

	March 31, 2012
i. Outstanding at the beginning of the year	175150
ii. Granted during the year	58384
iii. Forfeited during the year	--
iv. Exercised during the year	--
v. Outstanding at the end of the year	175150
vi. Exercisable at the end of the year	175150

6. Aggregate number of bonus shares issued for consideration other than cash during the period of five years immediately preceding the reporting date :

The Company has allotted 8,084,008 fully paid Bonus Equity Shares of Rs. 10 each, on 12th January, 2007 by utilisation of Rs. 80.84 million out of Capital Redemption Reserve in the ratio of 1 Bonus Equity Share for 3 equity shares held.

AS ON 09.11.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
91998750	Equity Shares	Rs.10/- each	Rs. 919.988 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
38470431	Equity Shares	Rs.10/- each	Rs. 384.704 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		359.720	323.360	323.360
2] Share Capital Suspense Account		24.980	0.000	0.000
3] Reserves & Surplus		4324.920	3423.930	2606.478
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		4709.620	3747.290	2929.838
LOAN FUNDS
1] Secured Loans		967.770	608.070	574.547
2] Unsecured Loans		8701.760	4969.640	301.747
TOTAL BORROWING		9669.530	5577.710	876.294
DEFERRED TAX LIABILITIES		134.720	93.480	80.320
TOTAL		14513.870	9418.480	3886.452
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1816.780	1216.840	1198.779
FIXED ASSETS HELD FOR SALE/DISPOSAL		0.000	0.000	0.732
Capital work-in-progress		216.350	21.690	9.244
INVESTMENT		59.940	315.540	317.508
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	6662.490	4273.350	3782.880
	Sundry Debtors	8320.520	6297.760	3784.270
	Cash & Bank Balances	8245.800	3832.700	4697.069
	Other Current Assets	544.630	127.260	0.000
	Loans & Advances	1843.090	3060.550	2047.919
Total Current Assets		25616.530	17591.620	14312.138
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	8556.770	6816.570	9437.888
	Other Current Liabilities	4426.380	2541.340	2304.540
	Provisions	212.580	369.300	209.521
Total Current Liabilities		13195.730	9727.210	11951.949
Net Current Assets		12420.800	7864.410	2360.189
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		14513.870	9418.480	3886.452

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	34545.380	27233.410	19980.543
		Other Income	7.090	1.270	166.386
		TOTAL (A)	34552.470	27234.680	20146.929
Less	EXPENSES
		Cost of raw materials and components consumed	28499.110	21546.950	18784.434
		Purchases of stock-in-trade	107.410	111.590
		Employee benefits expense	439.420	250.270
		Other expenses	4152.070	3348.060
		Exceptional items	19.570	1.970
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	(614.840)	(10.840)
		TOTAL (B)	32602.740	25248.000	18784.434
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1949.730	1986.680	1362.495
Less	FINANCIAL EXPENSES (D)		1141.240	254.940	195.599
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		880.490	1731.740	1166.896
Less/ Add	DEPRECIATION/ AMORTISATION (F)		212.790	137.090	118.791
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		595.700	1594.650	1048.105
Less	TAX (H)		2.560	536.120	742.277
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		593.140	1058.530	305.828
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1735.410	1027.960	998.166
Less	Loss of Amalgamating Subsidiary		(1019.480)	0.000	0.000
Less	APPROPRIATIONS
		Transfer to General Reserve	89.000	110.000	87.500
		Interim Dividend	0.000	80.840	0.000
		Tax on Interim Dividend	0.000	13.430	0.000
		Proposed Dividend	153.880	125.900	161.680
		Tax on Proposed Dividend	24.960	20.910	26.855
	BALANCE CARRIED TO THE B/S		1041.230	1735.410	1027.959
	EARNINGS IN FOREIGN CURRENCY
		Export of goods calculated on FOB basis	8844.570	5451.810	5022.529
		Other Earnings	315.570	298.850	271.688
		Deemed Exports	698.390	696.360	861.682
	TOTAL EARNINGS		9858.530	6447.020	6155.899
	IMPORTS
		Raw Materials	17691.540	12363.030	9694.131
		Stores & Spares	2.380	2.120	3.562
		Capital Goods	32.650	11.070	20.109
	TOTAL IMPORTS		17726.570	12376.220	9717.802
	Earnings Per Share (Rs.)		15.55	32.74	9.46

QUARTERLY RESULTS

PARTICULARS	30.06.2012	30.09.2012	31.12.2012
	1^st Quarter	2^nd Quarter	3^rd Quarter
Net Sales	11258.400	11037.600	11380.500
Total Expenditure	10981.400	10568.600	10841.800
PBIDT (Excl OI)	277.000	469.000	538.700
Other Income	1.100	7.800	7.500
Operating Profit	278.100	476.800	546.200
Interest	62.800	21.200	24.300
Exceptional Items	(1.300)	0.000	0.000
PBDT	214.000	455.600	521.900
Depreciation	53.000	54.300	53.900
Profit Before Tax	161.000	401.300	468.000
Tax	41.900	111.800	140.800
Provisions and contingencies	0.000	0.000	0.000
Profit After Tax	119.100	289.500	327.200
Extraordinary Items	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000
Net Profit	119.100	289.500	327.200

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	1.72	3.89	1.52
Net Profit Margin (PBT/Sales)	(%)	1.72	5.86	5.25
Return on Total Assets (PBT/Total Assets}	(%)	2.17	8.48	6.76
Return on Investment (ROI) (PBT/Networth)		0.13	0.43	0.36
Debt Equity Ratio (Total Debt /Networth)		2.05	1.49	0.30
Current Ratio (Current Asset/Current Liability)		1.94	1.81	1.20

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	Yes
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	-----
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	No
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

UNSECURED LOAN	Rs. In Millions 31.03.2012	Rs. In Millions 31.03.2011
LONG-TERM BORROWINGS
Deposits
Deposits from directors	6.000	5.600
Deposits from public	86.080	141.780
SHORT-TERM BORROWINGS
Packing credit loan in foreign currency from Banks	727.580	250.000
Buyer's credit in foreign currency	7838.850	4529.690
Loans and Advances from related parties repayable on demand	0.660	0.580
Public deposits	4.090	3.490
Director’s deposits	38.500	38.500
TOTAL	8701.760	4969.640

FINANCIAL RESULTS

Standalone results for the year 2011-12 include effect of amalgamation of erstwhile Uniflex Cables Limited, 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.

MANAGEMENT DISCUSSION AND ANALYSIS / OUTLOOK

(a) INDUSTRY STRUCTURE, DEVELOPMENT, OPPORTUNITIES, THREATS, OUTLOOK AND RISK AND CONCERNS

The Indian power sector is undergoing a significant change. Sustained infrastructure growth continues to drive power demand in the country. During the Eleventh Plan (2007-12), an estimated 52,000 MW capacity has been achieved as against a target of 78,577 MW capacity addition (later scaled to 62,000 MW). Currently, the Indian power generation capacity stands at around 200,000 MW. The Power Ministry has set a target to add 76,000 MW in the Twelfth Plan (2012-17) and 93,000 MW in the Thirteenth Plan (2017-2022). There is a substantial supply-demand gap in all the three segments of the Power Sector. The demand for power continues to grow although the economy grows at a slower pace. This latent demand will sustain the long term investments in Power Infrastructure.

However, it is only with the resolution of the coal issues that the sustained growth in infrastructure will happen. The Government’s ability to resolve the present crisis on the long term Coal policy will have a huge impact on the future investments in the Power Sector.

Their company is well positioned once the market revives since it is very well placed by virtue of its leadership position each of the segments it is present in. The Conductor and Cable divisions have their capacities, approvals and relationships with clients in place. The Company’s Transformer Oil business is linked to the Power Transmission and Distribution Sectors; it will stand to gain when the short term issues are appropriately addressed by the Government.

The Company continues to invest and grow the Automotive Oils and Industrial Oils businesses.

After the close of accounting year, the Company has recently acquired 47.5% stake from Chematek SpA in the distribution JV company viz Apar ChemateK Lubricants Limited for Automotive Oils and the said Company has become Subsidiary of the Company.

The Company’s Transformer Oil, Conductors and Cables divisions are amongst the leaders in their respective fields and are expected to benefit significantly in the longer term from the investments that are being planned in the power sector.

The year was a challenging year. The extreme volatility/depreciation of the Indian Rupee, significant slowdown in the economy, acute tightness of the financial markets and increases of interest costs and inflationary pressures were amongst the main reasons for reduced Profit of the year.

In spite of the challenges from the external circumstances, the company increased its revenue from Rs.27,233.41 million to Rs.34,545.38 millions (net of excise duty) on standalone basis. The Company’s export was Rs.8,844.57 millions during the year which were 40.07% more than the exports of the previous year and were to over 81 countries.

The Company has been focusing on increasing its value addition through introduction of new products. The products and businesses introduced in the past 5 years of the company constituted approx. 16% of the revenue of the Company.

Margins from the manufacturing activities during the year were Rs.1,969.30 million as against Rs.1,988.65 million in the previous year. The segment-wise operations were as under:

(i) TRANSFORMER AND SPECIALTY OIL SEGMENT

This division contributed 52.6% of the Company’s revenue. Details of Sales revenue and segment profit (standalone basis) are :

Rs. In Millions	2011-12	2010-11	Variation (%)
Turnover	18179.150	13931.990	30.48
Segment Profit	1401.110	1583.920	(11.51)
Export	5102.860	3232.040	57.88

The year started off well, but was adversely impacted thereafter by market conditions besides unexpected and very steep depreciation/volatility of the Indian Rupee. The consequent increase in raw material costs could not be passed on fully to the customers, resulting in squeezed margins. This affected all the industry players.

Exports for the Company continued to remain strong. The Company expects a similar trend to continue in FY13. The company has further broadened its overseas client base in both Transformer oils and White-oil sub-segments. The new products and business introduced in the past five years under this segment constitute approx. 27% of the revenue of the segment.

There was a lag effect in terms of finished product prices in an environment where demand was slowing down on account of the various reasons mentioned above. In the backdrop of sluggish demand especially in the transformer oil segment, it was possible to increase the prices of finished products only marginally. The combination of these effects resulted in profit erosion for oil products. This was partly anticipated by the Company, but the severity of the impacts realised from these twin effects, was much higher.

The Company has been concentrating on higher value-added products and applications rather than focus just on volume growth. As a result, growth in terms of volume has been modest at approximately 1.46%.

Several new products have been introduced in the Passenger car, Diesel Engine oil and motorcycle market segments under the Agip brand, which are very high performance Synthetic oils. This has positioned Agip branded lubricants at the top end of the market in terms of performance levels. The Company expects its auto lube sales to grow at a faster pace than the other sub segments in FY13.

The Net sales turnover of the “Agip" brand Automotive Lubricants produced by the Company with License and Technical Know-how of ENI-S.p.A of Italy increased to Rs.1,632.47 millions as against Rs.1,212.08 millions in the

previous year.

Prospects going forward look stronger in the Power Transformer sector than in the distribution transformer sector. There are several transmission lines and sub-stations that are in the pipeline for building in the next 18 months, driving the demand for Transformer oils primarily in the 400 KV and 765 KV class, where the company has a relatively strong position. On the other hand, the distribution transformer market which has a strong dependence on the Electricity Boards is starved for funds, resulting in difficult circumstances both for transformer OEMs and ourselves. Overall, though, the Company is cautiously optimistic that shipments in FY13 will be higher than in FY12.

The Company expects to sustain its leadership position in the market for Transformer Oils, and increase its penetration in the other segments. While the profitability in 2012-13 is expected to be affected due to the expected continuation of sluggish markets in the short time until structural reforms are undertaken, which would spur the growth in the Industry thereafter.

In spite of steep depreciation in Rupee and consequent increase in raw material cost, this division has achieved Profit of Rs.1,401.11 millions as against Rs.1,583.92 millions in the previous year.

(b) OPERATIONS OF SUBSIDIARIES:

(i) Petroleum Specialities Pte. Limited, Singapore (PSPL), a Wholly Owned Subsidiary (WOS):

During the year, Net sales of PSPL was US$ 60.72 million as against US$ 60.20 million in the previous year and

Profit after tax stood at US$ 2.29 million as against US$ 2.65 million in the previous year.

Quantum Apar Speciality Oils Pty. Limited, Australia where PSPL holds 65% equity has reported Net sales of AUD 9.29 million as against AUD 6.69 million and Profit after tax of AUD 0.28 million as against AUD 0.21 million.

(ii) Marine Cables and Wires Private Limited (MCWPL), a Wholly Owned Subsidiary (WOS):

Pursuant to amalgamation of UCL with the Company, MCWPL which was a WOS of erstwhile UCL has become WOS of the Company.

During the year, MCWPL incurred loss of Rs.10.37 million as against loss of Rs.11.27 million in the previous year. As directed by BIFR, MCWPL has submitted Draft Rehabilitation Scheme (DRS), which include amalgamation of the MCWPL with the company with cutoff date as 31st March, 2010 to BIFR. BIFR has appointed Syndicate Bank as Operating Agency (OA) to examine the DRS and submit its’ report to BIFR. The OA has submitted it’s report in this regard and Final approval from BIFR is awaited.

(ii) Apar Chematek Lubricants Limited (ACLL), Subsidiary :

ACLL, a 50:50 Joint Venture Company between the Company and ChemateK S.p.A. Italy is primarily engaged into marketing of Industrial Lubricants Oils and other Petroleum products manufactured by the Company under the reputed AGIP brand licensed by ENI, S.p.A., Italy.

In September, 2012 Company purchased 47.5% Equity shares from Chematek S.p.A.. After the above purchase, shareholding of the company in ACLL has increased to 97.5% and ACLL has become subsidiary of the company.

During the year, ACLL has reported Income of Rs.219.88 million as against Rs.228.49 million in the previous year

and incurred Net Loss of Rs.15.71 million as against Net Profit after tax of Rs.44.62 million in the previous year mainly due to increase in cost of operations that could not be passed on to end customers.

FIXED ASSETS

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

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31ST DECEMBER, 2012

(Rs. in millions)

Sr. No.	Particular	3 Months Ended		9 Months Ended
		31.12.2012 (Unaudited)	30.09.2012 (Unaudited)	31.12.2012 (Unaudited)
1.	Income from Operations
	Net Sales	11310.500	10949.200	33428.900
	Other Operating Income	70.000	88.400	247.700
	Net Sales/Income from Operations	11380.500	11037.600	33676.600
2.	Expenditure
	Cost of Material Consumed	8792.600	8663.900	26776.000
	Purchase of Stock In Trade	67.300	103.200	246.700
	Change in Inventories of Finished Goods, Work-In-Progress and Stock In Trade	28.300	115.400	(294.000)
	Employee Benefits Expenses	126.000	129.900	384.100
	Depreciation and Amortization Expenses	53.900	54.300	161.200
	Other Expenses	1383.300	1556.200	4406.700
	f) Total	10451.400	10622.900	31680.700
3.	Profit From Operations before Other Income, Interest and Exceptional Items (1-2)	929.100	414.700	1995.900
4.	Other Income	7.500	7.800	16.400
5.	Profit Before Interest and Exceptional Items (3+4)	936.600	422.500	2012.300
6.	Interest	468.600	21.200	980.300
7.	Profit After Interest but before Exceptional Items (5-6)	468.000	401.300	1032.000
8.	Exceptional Items	--	--	--
9.	Profit from Ordinary Activities before Tax (7+8)	468.000	401.300	1032.000
10.	Tax Expense	140.800	111.800	294.400
11.	Net Profit from Ordinary Activities after Tax (9-10)	327.200	289.500	736.300
12.	Extraordinary Item (net of expense)	--	--	--
13.	Net Profit for the period (11-12)	327.200	289.500	736.300
14.	Paid-up Equity Share Capital (Face Value of Rs.10/- Each)	384.700	359.700	384.700
15.	Reserves Excluding Revaluation Reserve	--	--	--
16.	Basic and Diluted Earning Per Share (EPS) (Rs.)-	8.50	7.53	19.14
17.	Public Shareholding
	-Number of Shares	15887143	15024593	15887143
	- Percentage of Shareholding	41.30%	41.77%	41.30%
18.	Promoters and Promoter Group Shareholding
	a) Pledged/Encumbered
	- Number of Shares	Nil	Nil	Nil
	- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)	Nil	Nil	Nil
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	Nil	Nil	Nil
	b) Non Encumbered
	- Number of Shares	22583288	20947801	22583288
	- Percentage of Shares (as a % of the Total Shareholding of Promoter and Promoter Group)	100.00%	100.00%	100.00%
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	58.70%	58.23%	58.70%

Particulars	9 Months ended on March 31, 2012
Pending at the beginning of the quarter	Nil
Received during the quarter	1
Disposed of during the quarter	1
Remaining unresolved at the end of the quarter	Nil

UNAUDITED STANDALONE SEGMENT-WISE REVENUE, RESULTS AND CAPITAL EMPLOYED UNDER CLAUSE 41 OF THE LISTING AGREEMENT FOR THE QUARTER AND NINE MONTHS ENDED 31ST DECEMBER, 2012

(Rs. in millions)

Sl. No.	Particulars	3 Months Ended		Nine Months Ended
		31.12.2012	30.09.2012	31.12.2012
		(Unaudited)	(Unaudited)	(Unaudited)
1	Segment Revenue
	Conductors	5826.500	5690.000	16701.200
	Transformer and Speciality Oils	4396.800	4493.200	14196.600
	Power/Telecom Cable	1144.900	1014.900	3104.100
	Others/Unallocated	42.400	32.100	108.500
	Total	11410.600	11230.200	34110.400
	Less : Inter Segment Revenue (Net of Excise)	30.100	192.600	433.800
	Net Sales / Income from Operation	11380.500	11037.600	33676.600
2	Segment Results
	Conductors	766.100	419.300	1518.400
	Transformer and Speciality Oils	233.800	72.700	720.300
	Power/Telecom Cable	19.300	12.800	14.000
	Others	3.400	2.600	9.100
	Total	1022.600	507.400	2261.800
	Less :Finance Cost (Net)	468.600	21.200	980.300
	Less : Un-allocable expenditure net of income	86.000	84.900	250.800
	Total Profit / (Loss) Before Tax	468.000	401.300	1030.700
3	Capital Employed
	Conductors	1653.800	840.200	1653.800
	Transformer and Speciality Oils	2823.000	3019.600	2823.000
	Power/Telecom Cable	2415.300	2740.800	2415.300
	Others/Unallocated	1134.200	461.700	1134.200
	Total	8026.300	7062.300	8026.300

NOTES

1. The above unaudited standalone financial results were reviewed by the Audit Committee of Directors and approved by the Board of Directors at their meeting held on 14^th February, 2013. The statutory auditors of the Company have carried out a limited review of the above standalone financial results for the quarter and period ended 31st December, 2012.

2. a) Consequent to the amalgamation of the erstwhile Uniflex Cables Limited (UCL) with the Company with effect from 1^st April, 2010 (the Transfer date) as approved by the Hon’ble BIFR, the figures for the corresponding quarter and period ended 31^st December, 2012 have been restated to make them comparable.

b) Upon implementations of the above Scheme of Amalgamation of UCL with the Company (AIL), the BIFR has discharged UCL from the purview of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA).

3. Marine Cables and Wires Private Limited, a wholly owned subsidiary company, which has been declared Sick Industrial Company by BIFR, has submitted revised Rehabilitation Proposal envisaging it’s amalgamation with the company, based on a new cutoff date (COD)of31stMarch,2012 (in place of 31st March, 2010) to the Operating Agency, pursuant to the direction of BIFR.

4. Additional Information:

Key financial figures on Consolidated basis:

Particulars	Nine Months Ended 31.12.2012 (Unaudited)
Revenue	3534.980
Profit before tax	108.520
Profit after tax and minority interest	77.580
Basic / Diluted EPS – in Rs.	20.17

5. Previous periods/ year figures have been regrouped, wherever necessary.

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 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. 56.49
UK Pound	1	Rs. 86.00
Euro	1	Rs. 73.68

INFORMATION DETAILS

Report Prepared by :

DPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		54

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.