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अपार इंडस्ट्रीज निदेशकों की रिपोर्ट, अपार इंडस्ट्रीज निर्देशकों द्वारा रिपोर्ट

अपार इंडस्ट्रीज

बीएसई: 532259  |  NSE: APARINDS  |  ISIN: INE372A01015  |  Rubber

खोजें अपार इंडस्ट्रीज कनेक्शन Mar 17
निदेशकों की रिपोर्ट वर्षांत : Mar '18

Dear Shareholders,

The Directors takes immense pleasure in presenting the 29th Annual Report of the Company together with the Audited Annual Financial Statements (Standalone and Consolidated) showing the financial position of the Company for the year ended 31st March, 2018.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the year ended 31st March, 2018 is highlighted below:

(Rs. in crore)

Particulars

Company

Consolidated

2017-18

2016-17

% of Increase

2017-18

2016-17

% of Increase

Sales turnover (after deduction of excise duty / GST / other taxes)

5,515.74

4,775.58

15.50

5818.53

4,831.98

20.42

Other income

10.92

15.80

11.11

15.96

Profit for the year before finance cost, depreciation and tax expenses.

405.88

436.56

(7.03)

418.64

432.73

(3.26)

Deducting therefrom:

- Depreciation / amortisation

49.59

43.45

55.87

44.97

Finance Costs

134.93

113.66

140.00

114.36

PROFIT BEFORE TAXATION FOR THE YEAR

221.36

279.45

(20.79)

222.77

273.40

(18.52)

Deducting there from:

- Tax expenses

77.31

97.13

78.03

97.15

Net profit for the year after taxation and before minority interest

144.05

182.32

(20.99)

144.74

176.25

(17.88)

Adjustment of:

- Share in Profit (Loss) of JV

0

0

0

0.32

NET PROFIT AFTER TAXATION AND ABOVE ADJUSTMENTS

144.05

182.32

144.74

176.57

Add: Profit brought forward from previous year

437.20

274.18

521.78

364.51

Amount available for appropriations

581.25

456.50

666.52

541.08

- Reserves

(15.00)

(20.00)

(15.00)

(20.00)

- Dividend (including tax )

(46.07)

*

(46.07)

*

- Refund of dividend tax

-

0.93

-

0.93

- Capital Redemption Reserve

-

(0.23)

-

(0.23)

Leaving balance of profit carried to balance sheet

520.18

437.20

605.45

521.78

Earnings per equity share (EPS)

- Basic & Diluted before & after extraordinary items

37.64

47.38

37.82

45.88

*Note: In accordance with Ind AS, dividend of Rs. 9.50 (95 % ) per share recommended by the Board of Directors for FY 17-18 (refer para 3 below) along with the Dividend Distribution Tax is recognized as a liability in the period in which it is declared by shareholders in a general meeting and paid.

2. INDIAN ACCOUNTING STANDARDS

The Company had adopted Ind AS with effect from 1st April, 2016 with the transitional date as 1st April, 2015 pursuant to the Ministry of Corporate Affairs notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Accordingly, the Financial Statements for the year ended on 31st March, 2018 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act 2013 (the Act’) and other recognized accounting practices and policies to the extent applicable.

3. DIVIDEND

Pursuant to the Requirements of Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the Listing Regulations’), the Company has formulated its Dividend Distribution Policy, the details of which are available on the Company’s website www.apar.com.

Considering the financial results and the performance of the Company during the year under review, as compared to the previous year, the Board of Directors has recommended the dividend of Rs. 9.50 (95%) per share on the capital of 38,268,619 Equity Shares of the face value of Rs. 10/- each fully paid for FY 2017-18.

This dividend amounting to Rs.36.35 crore (excluding dividend tax) is payable after declaration by shareholders at the ensuing Annual General Meeting (AGM) and you are requested to declare the same.

4. TRANSFER TO RESERVES

The Company proposes to transfer an amount of Rs. 15 crore to the General reserves. An amount of Rs. 605.45 crore is proposed to be retained in the Consolidated Statement of Profit and Loss.

5. SUBSIDIARY AND JOINT VENTURE COMPANIES

During the Financial Year 2017-18, M/s. Cema Optilinks Private Limited was incorporated as a Majority Owned Subsidiary of the Company on June 12, 2017 with the main object of carrying out small scale business of manufacturing and trading in Fiber Optic cables. The Company is yet to commence its manufacturing operations.

The Company has also entered into a Joint venture agreement with M/s. PPS Motors Private Limited (PMPL) and others and for the purpose incorporated a Company in the name of “M/s Ampoil Apar Lubricants Private Limited” (AALPL) on July 18, 2017 which shall carry out the activities such as sale and / or distribution of lubricants including Engine Oils for various kinds of vehicles, machinery, mechanised equipment under the brand name “Ampoil”. The share of the Company in the Joint Venture will be 40%.

Your Company has the following subsidiaries as at 31st March, 2018:

1. Petroleum Specialities Pte. Ltd. Singapore (PSPL) -Wholly Owned Subsidiary of the Company,

2. Petroleum Specialities FZE, Sharjah (PSF) - Wholly Owned Subsidiary of PSPL,

3. Apar Transmission & Distribution Projects Private Limited (ATDPPL) - Wholly Owned Subsidiary of the Company and

4. Cema Optilinks Private Limited (COPL) - Majority Owned Subsidiary of the Company.

The Company has not attached the Balance Sheet, Profit & Loss Accounts and other documents of its four subsidiaries. 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 subsidiaries for the year ended March 31, 2018 in Form AOC - 1 is included in the annual report and shall form part of this report as “ Annexure IX”. 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.

Further, pursuant to provisions of Section 136 of the Act, the financial statements, including Consolidated Financial Statements of the Company along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed during the year by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

7. CORPORATE GOVERNANCE

Your Company believes in conducting its affairs in a fair, transparent and professional manner and maintaining the good ethical standards, transparency and accountability in its dealings with all its constituents. As required under the Listing Regulations, a detailed report on Corporate Governance along with the Auditors’ Certificate thereon forms part of this report as “Annexure - VI”.

8. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as stipulated under Regulation 34 of the Listing Regulations is annexed herewith as “Annexure - VII” forms a part of this Annual Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments / Re-appointments

- During the year under review, Mr. Rajesh Sehgal was appointed as an Independent Director by the Shareholders of the Company in their meeting held on 09th August, 2017 for a period of five years upto the conclusion of 33rd Annual General Meeting of the Company to be held in the calendar year 2022.

- At the 29th Annual General Meeting (AGM), following appointments / re-appointments are being proposed:

a. On the recommendation of Nomination and Compensation - cum - Remuneration Committee, Mr. Kushal N. Desai was reappointed as Managing Director and Chief Executive Officer (CEO) of the Company for a further period of five years from 1st January, 2018 to 31st December, 2022.

b. On the recommendation of Nomination and Compensation-cum-Remuneration Committee, Mr. Chaitanya N. Desai was reappointed as Managing Director of the Company for a further period of five years from 1st January, 2018 to 31st December, 2022.

c. Mr. Chaitanya N. Desai, Director shall retire by rotation and being eligible, offers himself, for reappointment.

Details of the proposal for re-appointment of Mr. Kushal N. Desai and Mr. Chaitanya N. Desai along with their brief resume are mentioned in the Explanatory Statement under Section 102 of the Act and disclosure under Regulation 30 of the Listing Regulations as annexed to the Notice of the 29th Annual General Meeting.

The Board recommends re-appointment / appointment of all the above Directors.

Retirement / Resignations:

- During the year under review, Dr. N. K. Thingalaya, resigned as an Independent Director of the Company and consequently as a member of Audit and Nomination and Compensation-cum-Remuneration Committee of the Company w.e.f. 1st November, 2017 in view of his intention to retire from active life. The Board placed on record its appreciation for the valuable contribution and quality expert advices given by Dr. Thingalaya during his tenure as Director and as a Member of the Committees of the Board.

Key Managerial Personnel:

- Mr. Kushal N. Desai, Managing Director and Chief Executive Officer, Mr. Chaitanya N. Desai, Managing Director, Mr. V. C. Diwadkar, Chief Financial Officer and Mr. Sanjaya Kunder, Company Secretary are the Key Managerial Personnel of the Company as on 31st March, 2018.

10. MEETINGS

During the year, four Board Meetings and Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act. The details of these Meetings with regard to their dates and attendance of each of the Directors thereat have been set out in the Report on Corporate Governance.

11. DECLARATION BY INDEPENDENT DIRECTORS

Mr. F. B. Virani, Mr. Suyash Saraogi, Mr. Rajesh Sehgal and Mrs. Nina Kapasi were the Independent Directors of the Company as on 31st March, 2018.

In accordance with Section 149(7) of the Act, all Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Listing Regulations.

12. BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, 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.

13. 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 Act:

i. that in the preparation of the annual accounts for the financial year ended March 31, 2018, 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, 2018 and of the profit of the Company for the period 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 Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that 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 devised and in place and were adequate and operating effectively.

14. 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.

Particulars of Information as per Section 197 of the Act read with Rule 5(2) 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 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 is provided as “Annexure - III” forming part of this Report.

15. RISK ASSESSMENT & MINIMISATION PROCEDURES

The Company has laid down procedure to inform the Members of the Board about the risk assessment and minimisation procedures. These procedures are periodically placed and are reviewed by the Audit Committee and Board of Directors.

16. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 forms part of this Report as “Annexure - V”.

17. 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. Form AOC-2 relating to Disclosure of Particulars of Contracts/ arrangements entered into by the Company with related parties is annexed as “Annexure - X” and forming part of Directors’ Report.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. 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 has been uploaded on the Company’s website.

There were no materially significant Related Party transactions.

18. AUDIT COMMITTEE

The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunder and Listing Regulations. The details relating to the same are given in the report on Corporate Governance forming part of this Report.

During the year under review, the Board has accepted all recommendations of Audit Committee and accordingly, no disclosure is required to be made in respect of nonacceptance of any recommendation of the Audit Committee by the Board.

19. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and rules framed thereunder either to the Company or to the Central Government.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have been no material changes and commitments which have occurred from the end of financial year till the date of this report affecting the financial position of the Company.

21. DEPOSITS

The Company has not accepted deposits within the meaning of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year and hence there were no outstanding deposits and no amount remaining unclaimed with the Company as on 31st March, 2018.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

23. STATUTORY AUDITORS

The members of the Company at their 28th Annual General Meeting held on 9th August, 2017 appointed M/s. Sharp & Tannan (Firm Registration No. 127145W) (S & T) as Statutory Auditors of the Company for the remaining term of three years upto the conclusion of the Annual General Meeting to be held in the year 2020.

The Company was informed by the said firm, Sharp & Tannan that they have been converted into a Limited Liability Partnership (LLP) and they have accordingly, received the new Firm Registration No. 127145W / W100218 for the said LLP from the Institute of Chartered Accountants of India and that they would like to continue to act as Auditors of the Company under their converted firm being LLP carrying new Registration Number viz. No. 127145W / W100218.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on 9th August, 2017 has noted the conversion of Sharp & Tannan into Sharp & Tannan LLP Registration Number viz.

No. 127145W / W100218 for the remaining period of their term.

The Company has received necessary eligibility certificate from Sharp & Tannan LLP (Firm Registration No. 127145W / W100218) under Section 141 of the Companies Act, 2013 to act as Statutory Auditors of the Company for the financial year 2018-19.

The observations made by the auditors in their report read with the relevant notes as given in the notes to the financial statement for the year ended on 31st March, 2018 are self-explanatory and are devoid of any reservation, qualification or adverse remarks.

24. COST AUDITORS

Pursuant to Section 148 of the Act, 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 2018-19 on a remuneration of Rs. 120,000/-.

A Resolution seeking members’ ratification for the appointment and remuneration payable to Mr. T. M. Rathi, Cost Auditor is included at Item No. 6 of the Notice convening the AGM and Board recommends the said Resolution.

25. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2017- 18. The Secretarial Audit Report is annexed herewith as “Annexure - I”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

26. VIGIL MECHANISM

As per the provisions of Section 177 (9) of the Act read with Regulation 22(1) of the Listing Regulations, the Company is required to establish an effective vigil mechanism for directors and employees to report genuine concerns. The Company has introduced Whistle Blower Policy (Apar’s OMBUDSMEN Policy) effective from 1st March, 2014 by setting a vigil mechanism in place, the details of the whistleblower policy are provided in the report on corporate governance forming part of this report.

27. INTERNAL CONTROL SYSTEMS (ICS) AND THEIR ADEQUACY

The Company established adequate ICS in respect of all the divisions of the Company. The ICS are aimed at promoting operational efficiencies and achieving savings in cost and overheads in all business operations. The System Application and Product (SAP), a world class business process integration software solution, which was implemented by the Company at all business units has been operating successfully. The Company has appointed M/s Deloitte Haskins & Sells as its Internal Auditors. The system cum internal audit reports of the Internal Auditors are discussed at the Audit Committee meetings and appropriate corrective steps have been taken. Further, all business segment prepare their annual budget, which are reviewed along with performance at regular intervals.

28. OTHER INFORMATION

a. Green Initiative :

To support the “Green Initiative” undertaken 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, 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 Corporate Social Responsibility (CSR) Committee constituted by the Board of Directors in terms of the provisions of Section 135(1) of the Act 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 Act.

With the strong belief in the principle of Trusteeship, Apar Group continues to serve the community through a focus on healthcare and upliftment of poor sections of society, 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. Employee Stock Options:

Members approval was obtained at the Annual General Meeting held on August 9, 2007 for introduction of Employee Stock Option Scheme to issue and grant upto 1,616,802 options and it was implemented by the Company. Out of the above options, 175,150 Options have been granted in 2008, of which 26,338 Options were exercised upto May, 2015 and balance options were lapsed. Please refer “Annexure -VIII” forming part of this Report.

d. Particulars relating to conservation of energy, technology absorption, research & development and foreign exchange earnings and outgo in accordance with Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed hereto as “Annexure - IV” forms a part of this Annual Report.

29. 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 receives any remuneration or commission from any of its subsidiaries.

4. The Company has complied with all the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India.

5. The Company has in place the Policy on Prevention of Sexual Harassment at Workplace (POSH) in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints during the year under review.

30. 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.

For and on behalf of the Board

Kushal N. Desai

Place : Mumbai Chairman & Managing Director

Date : May 30, 2018. DIN - 00008084

स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `585 Cr की खरीदारी की
  • MARKET CUES : DIIs ने कैश में `890 Cr की बिकवाली की
  • MARKET CUES : FIIs ने F&O में `483 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `172 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स ऑप्शंस में `151 Cr की खरीदारी की
  • MARKET CUES : स्टॉक फ्यूचर्स में `388 Cr की बिकवाली की
  • CS ON BHEL : Outperform रेटिंग, लक्ष्य `88/Sh
  • CS ON CADILA HEALTH : Neutral रेटिंग, लक्ष्य `251/Sh
  • CS ON PIDILITE IND : Underperform रेटिंग, लक्ष्य `1245/Sh
  • MACQUARIE ON BHEL : Neutral रेटिंग, लक्ष्य घटाकर `58/Sh

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