Powering Ahead!: "Tomorrow'S Progress Today"

POWERING AHEAD!
56 YEARS OF POWERFUL PERFORMANCE

“TOMORROW’S PROGRESS TODAY”
Apar Industries Limited | Annual Report 2013-14
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Forward-looking statement any discussion of future performance. We
In this Annual Report we have disclosed cannot guarantee that these forward-looking
forward-looking information to enable statements will be realised, although we
investors believe we have been prudent in assumptions.
to comprehend our prospects and take The achievement of results is subject to
informed investment decisions. This report risks, uncertainties and even inaccurate
and other statements - written and oral - that assumptions. Should known or unknown
we periodically make contain forward- risks or uncertainties materialise, or should
looking statements that set out anticipated underlying assumptions prove inaccurate,
results based on the management’s plans actual results could vary materially from those
and assumptions. We have tried wherever anticipated, estimated or projected. Readers
possible to identify such statements by using should bear this in mind. We undertake no
words such as ‘anticipates’, ‘estimates’, ‘expects’, obligation to publicly update any forward-
‘projects’, ‘intends’, ‘plans’, ‘believes’ and words looking statements, whether as a result of new
of similar substance in connection with information, future events or otherwise.
Contents
Corporate Information ....................................................................................................................................... 01
Financial Highlights ............................................................................................................................................. 02
Notice ........................................................................................................................................................................... 03
Directors’ Report .................................................................................................................................................... 11
Corporate Governance Report ..................................................................................................................... 24
Financial Section .................................................................................................................................................... 35
Consolidated Accounts ..................................................................................................................................... 73

Corporate Information
Board of Directors
Dr. N. D. Desai Chairman
Dr. N. K. Thingalaya
Mr. F. B. Virani
Mr. Kushal N. Desai Managing Director
Mr. C. N. Desai Joint Managing Director
Mr. H. N. Shah Upto the close of business hours on 30th May, 2014
Mr. Rajesh Sehgal
Mr. Sanjiv Maheshwari Upto 29th May, 2014
Mr. Suyash Saraogi Additional Director w.e.f. 30th May, 2014
Ms. Nina Kapasi Additional Director w.e.f. 30th May, 2014
Audit Committee
Apar Industries Limited

Mr. H. N. Shah Chairman, upto the close of business hours on 30th May, 2014
Dr. N. K. Thingalaya Chairman, w.e.f. 30th May, 2014
Mr. F. B. Virani
Mr. Rajesh Sehgal
Mr. Kushal N. Desai w.e.f. 30th May, 2014
Mr. Suyash Saraogi w.e.f. 30th May, 2014
Ms. Nina Kapasi w.e.f. 30th May, 2014
01
Auditors
Registered Office
M/s. Sharp & Tannan
301, Panorama Complex, R. C. Dutt Road,
Chartered Accountants,
Vadodara – 390 007 (Gujarat).
Mumbai.
Tel : (++91) (0265) 2339906, 2331935
Chief Financial Officer Fax : (++91) (0265) 2330309
Mr. V. C. Diwadkar E-mail : com_sec@apar.com • Website : www.apar.com
CIN : L91110GJ1989PLC012802
Company Secretary
Mr. Sanjaya Kunder Corporate Office
Apar House, Bldg. No. 5, Corporate Park,
Bankers
Sion – Trombay Road, Chembur, Mumbai – 400 071.
Union Bank of India
Tel : (++91) (022) 25263400, 67800400
Syndicate Bank
Fax : (++91) (022) 25246326
ING-Vysya Bank Ltd.
E-mail : corporate@apar.com • Website : www.apar.com
IDBI Bank Limited
ICICI Bank Ltd. Registrar & Share Transfer Agent
State Bank of India M/s. MCS Share Transfer Agent Limited
Standard Chartered Bank Neelam Apartment, 88, Sampatrao Colony, Chhapan Bhog,
Indian Bank Alkapuri, Vadodara – 390 007 (Gujarat).
Bank of Baroda Tel : (++91) (0265) 2339397, 2350490
Axis Bank Ltd. Fax : (++91) (0265) 2341639
Credit Agricole – Corporate & Investment Bank E-mail : mcsltdbaroda@yahoo.com • Website : www.mcsdel.com
Financial Highlights for last five years (Consolidated)
(H in crores)
Particulars 2013-14 2012-13 2011-12 2010-11 2009-10
PROFIT AND LOSS ACCOUNT DATA :-
Sales (Net of Excise) 4,633 4,651 3,595 3,033 2,236
% of Growth (0) 29 19 36 (15)
Exports 1,555 1,413 1,025 744 624
Materials, Operating and other costs 4,269 4,282 3,332 2,775 2,090
Employee cost 67 57 48 40 32
Depreciation 27 24 22 21 19
Interest and Discounting charges* 145 135 116 45 33
Profit before tax, exceptional & Extraordinary Items 129 155 79 154 102
% of Growth (16) 97 (49) 51 -
Taxation 39 40 3 58 22
Profit after tax (PAT) 90 115 76 96 79
Exceptional items 1 5 2 - 1
Extraordinary Items - net of tax - - - - 60
Minority interest (0) (1) (1) (1) 7
Balance of Profit 89 109 73 95 24
% of Growth (19) 50 (23) 290 -
BALANCE SHEET DATA:-
Share Capital 38 38 38 32 32
Reserves & Surplus 658 588 485 319 252
02 Net worth 696 626 523 351 283
Minority interest 2 2 1 1 0
Loan Funds 314 135 210 136 162
Defferred Tax (Net) 22 10 13 9 7
Total Liabilities 1,034 773 747 497 454
Gross Block 541 436 355 328 309
Net Block 356 288 207 184 181
Investments including Goodwill on Consolidation 21 21 0 0 0
Net Current assets 657 464 540 312 271
Miscellaneous Expenditure (to the extent not written off or adjusted) - - - - -
Total Assets 1,034 773 747 497 454
KEY RATIOS:-
PAT to Sales (%) 1.91 2.35 2.03 3.14 1.09
Return on Net Worth (%) 13.54 19.86 17.15 30.03 30.57
Asset Turns (Revenue to total Assets) 1.76 2.06 1.91 2.05 1.55
Return on Capital Employed (%) ** 30.43 38.10 31.23 41.75 24.65
Debt to Equity Ratio 0.13 0.08 0.13 0.21 0.36
Earning per Equity Share (Basic) H 23.30 28.45 19.15 29.48 7.56
Rate of dividend % p.a. 52.50% 52.50% 40% 60% 50%
Book value per Equity Share H 180.72 162.62 136.03 108.68 87.63
Share Price as on 31st March (BSE) 144.70 108.45 161.85 214.90 197.50
* Interest and Discounting charges for FY 2010-11, FY 2011-12, FY 2012-13 and FY 2013-14 includes Bank charges for borrowing and applicable
net gain/loss on foreign currency transaction and translation
** Excluding extraordinary items
NOTICE
NOTICE is hereby given that the TWENTY FIFTH Annual General “RESOLVED THAT pursuant to the provisions of Sections 149,
Meeting of the Equity Shareholders of APAR INDUSTRIES 152 read with Schedule IV and all other applicable provisions
LIMITED will be held in the Conference Room, Gujarat Employers’ of the Companies Act, 2013 and the Companies (Appointment
Organisation (GEO), Trident Complex, D-Wing 34-35, 3rd Floor, and Qualification of Directors) Rules, 2014 (including any
Opposite Geri, Race Course, Vadodara – 390 007 (Gujarat) on Friday, statutory modification(s) or re-enactment thereof for the
August 1, 2014 at 2.00 P.M. to transact the following business: time being in force), and Clause 49 of the Listing Agreement,
Shri F. B. Virani (holding DIN 00062278), Director of the
Ordinary Business: Company who was appointed as Director liable to retire by
1. To receive, consider and adopt the audited financial statements rotation and in respect of whom the Company has received
including consolidated financial statements comprising the a notice in writing from a member proposing his candidature
Balance Sheet as at March 31, 2014 and the Statement of for the office of Director, be and is hereby appointed as an
Profit and Loss and cash flow for the year ended on that date Independent Director of the Company to hold office for
together with Reports of Directors and Auditors thereon. five consecutive years up to the conclusion of 30th Annual

2. To declare dividend on the Equity Shares of the Company. General Meeting of the Company in the calendar year 2019.”
3. To appoint a Director in place of Dr. N. D. Desai 7. To consider and, if thought fit, to pass with or without
(DIN – 00005285), who offers to retire by rotation and being modification(s), the following Resolution as an Ordinary
eligible, offers himself for reappointment. Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149,
4. To appoint Auditors of the Company and to fix their
152 read with Schedule IV and all other applicable provisions
remuneration.
of the Companies Act, 2013 and the Companies (Appointment 03
Special Business and Qualification of Directors) Rules, 2014 (including any
5. To consider and, if thought fit, to pass with or without statutory modification(s) or re-enactment thereof for the time
modification(s), the following Resolution as an Ordinary being in force), and Clause 49 of the Listing Agreement, Shri
Resolution: Suyash Saraogi (holding DIN 00727967), who was appointed
as an Additional Director by the Board of Directors pursuant
“RESOLVED THAT pursuant to the provisions of Sections 149,
to Section 161 of the Companies Act, 2013 and Articles of
152 read with Schedule IV and all other applicable provisions
Association of the Company and who holds office up to the
of the Companies Act, 2013 and the Companies (Appointment
date of this Annual General Meeting and in respect of whom
and Qualification of Directors) Rules, 2014 (including any
the Company has received a notice in writing from a member
statutory modification(s) or re-enactment thereof for the
proposing his candidature for the office of Director, be and
time being in force) and Clause 49 of the Listing Agreement,
is hereby appointed as an Independent Director of the
Dr. N. K. Thingalaya (holding DIN 00019226), Director of the
Company to hold office for five consecutive years up to the
Company who was appointed as director liable to retire by
conclusion of 30th Annual General Meeting of the Company
rotation and in respect of whom the Company has received
in the calendar year 2019.”
a notice in writing from a member proposing his candidature
for the office of Director, be and is hereby appointed as an 8. To consider and, if thought fit, to pass with or without
Independent Director of the Company to hold office for modification(s), the following Resolution as an Ordinary
five consecutive years upto the conclusion of 30th Annual Resolution:
General Meeting of the Company in the calendar year 2019.” “RESOLVED THAT pursuant to the provisions of Sections
6. To consider and, if thought fit, to pass with or without 149, 152 read with Schedule IV and all other applicable
modification(s), the following Resolution as an Ordinary provisions of the Companies Act, 2013 and the Companies
Resolution: (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or re-enactment of the Company from time to time, any sum or sums of money,
thereof for the time being in force), and Clause 49 of the on such security and on such terms and conditions as the Board
Listing Agreement, Smt. Nina Kapasi (holding DIN 02856816), may deem fit, notwithstanding that the money to be borrowed
who was appointed as an Additional Director by the Board together with the monies already borrowed by the Company
of Directors pursuant to Section 161 of the Companies Act, (apart from temporary loans including working capital facilities
2013 and Articles of Association of the Company and who obtained or to be obtained from the Company’s bankers in
holds office up to the date of this Annual General Meeting the ordinary course of business) including rupee equivalent
and in respect of whom the Company has received a notice of foreign currency loans (such rupee equivalent being
in writing from a member proposing her candidature for calculated at the exchange rate prevailing as on the date of the
the office of Director, be and is hereby appointed as an relevant foreign currency agreement ) may exceed, at any time,
Independent Director of the Company to hold office for the aggregate of the paid-up capital and free reserves of the
five consecutive years up to the conclusion of 30th Annual Company, that is to say, reserves not set apart for any specific
General Meeting of the Company in the calendar year 2019.” purpose, provided however, the total amount so borrowed in
9. To consider and, if thought fit, to pass with or without excess of the aggregate of the paid-up capital of the Company
modification(s), the following Resolution as an Ordinary and its free reserves shall not at any time, exceed the sum of
Resolution: H500 crores (Rupees Five Hundred Crores only).”
11. To consider and if thought fit, to pass, with or without

“RESOLVED THAT pursuant to the provisions of Section 148

and all other applicable provisions of the Companies Act, modification(s), the following resolution as a Special
2013 and the Companies (Audit and Auditors) Rules, 2014 Resolution:
(including any statutory modification(s) or re-enactment “RESOLVED THAT in supersession of the Ordinary Resolution
thereof, for the time being in force), Shri T. M. Rathi, the Cost passed at the 17th Annual General Meeting held on 10th
Auditor, appointed by the Board of Directors of the Company, August, 2006 under Section 293(1)(a) of the Companies Act,
to conduct the audit of the cost records of the Company 1956 and pursuant to the provisions of Section 180(1)(a)
04 for the financial year ending 31st March, 2015, be paid and all other applicable provisions if any, of the Companies
the remuneration as set out in the annexure to the Notice Act, 2013 or any other law for time being in force (including
convening this Meeting. any statutory modification or amendment thereto or re-
enactment thereof for the time being in force) and in
FURTHER RESOLVED THAT the Board of Directors of the
terms of Articles of Association of the Company, consent
Company be and is hereby authorised to do all acts and take
of the Company be and is hereby accorded to the Board of
all such steps as may be necessary, proper or expedient to
Directors of the Company for creating mortgages, charges
give effect to this resolution.”
and hypothecations in addition to the existing mortgages,
10. To consider and, if thought fit, to pass, with or without charges and hypothecations created by the Company, as
modification(s), the following resolution as a Special may be necessary on all or such of the assets/properties of
Resolution: the Company both present and future, in such manner as
“RESOLVED THAT in supersession of the Ordinary Resolution the Board may decide, together with power to take over the
passed at the 23rd Annual General Meeting of the Members of management of the Company in certain events, to or in favour
the Company held on 9th November, 2012 under Section 293(1) of the Indian or foreign Financial Institutions, Investment
(d) of the Companies Act, 1956 and pursuant to the provisions Institutions and their subsidiaries, banks, mutual funds, trusts
of Section 180(1)(c) and all other applicable provisions if any, of and other corporate bodies, (hereinafter referred to as the
the Companies Act, 2013 or any other law for the time being “lending agencies”), Trustees for the holders of debentures/
in force (including any statutory modification or amendment bonds and/or other instruments which may be issued on
thereto or re-enactment thereof for the time being in force) private placement basis or otherwise, to secure rupee term
and in terms of Articles of Association of the Company consent loans/foreign currency loans, financial assistance/facilities,
of the Company be and is hereby accorded to the Board of debentures, bonds and other instruments together with
Directors of the Company (“the Board”) for borrowing in Indian interest thereon at the agreed rates, further interest, liquidated
Rupees and/or foreign currencies for the purposes of business damages, premium on pre-payment or on redemption,
costs, charges, expenses and all other monies payable by terms and conditions of the aforesaid documents and to
the Company to the trustees under the trust deed and to the do all such acts, deeds and things and to execute all such
lending agencies under their respective agreements/loan documents from time to time as may be necessary for giving
agreements/debenture trust deeds to be entered into by the effect to the above Resolution.”
Company in respect of the said borrowings from time to time.
Registered Office: By order of the Board,
FURTHER RESOLVED THAT the Board of Directors of the 301, Panorama Complex, For Apar Industries Limited
Company be and is hereby authorised to finalise with the R. C. Dutt Road, Vadodara 390 007.
lending agencies/trustees, the documents for creating the
Place : Mumbai Sanjaya Kunder
aforesaid mortgages, charges, and/or hypothecations and to
Date : May 30, 2014 Company Secretary
accept any modifications to, or to modify, alter or vary, the
NOTES:
1. A member entitled to attend and vote is also entitled to 6. Members holding shares in electronic form may note that
appoint a proxy or proxies to attend and, on a poll, to vote bank particulars registered against their depository accounts

instead of himself/herself. Such a proxy need not be a will be used by the Company for payment of dividend. The
member of the Company. The proxy form duly completed Company or its Registrar and Transfer Agents, M/s. MCS Share
and signed should be deposited at the Company’s Transfer Agent Ltd. (MCS) cannot act on any request received
registered office not less than 48 hours before the directly from the members holding shares in electronic form
commencement of the meeting. for any change of bank particulars or bank mandates among
others. Such changes are to be advised only to the Depository
A person can act as a proxy on behalf of members not
exceeding fifty and holding in the aggregate not more than
Participant of the members with whom they are maintaining 05
their demat accounts. Members holding shares in physical
ten percent of the total share capital of the Company carrying
form are requested to advise any change in their address or
voting rights. A member holding more than ten percent of
bank mandates immediately to the Company/MCS.
the total share capital of the Company carrying voting rights
may appoint a single person as proxy and such person shall 7. The brief details of Directors seeking appointment/
not act as a proxy for any other person or shareholder. reappointment at the ensuing Annual General Meeting,
nature of their expertise in specific functional areas as
2. Members are requested to bring their attendance slip along
required in terms of Clause 49 of the Listing Agreement of the
with their copy of the Annual Report to the Meeting.
Stock Exchanges are also annexed hereto and forming part of
3. Members are requested to note that the Company’s Equity the Notice.
Shares are under compulsory demat trading for all investors,
8. A statement pursuant to Section 102(1) of the Companies Act
as per the provisions of the SEBI circular dated May 29, 2000.
2013 relating to the special business to be transacted at the
Members are, therefore, requested to dematerialise their
meeting is annexed hereto.
shareholding to avoid inconvenience.
9. Relevant documents referred to in the accompanying
4. The register of members and share transfer books for the Notice are open for inspection at the registered office of the
Equity Shares of the Company shall remain closed from Company during office hours on all working days except
Saturday, 26th July, 2014 to Friday, 1st August, 2014, both Sundays between 11.00 A.M. and 4.00 P.M. up to the date
days inclusive. of the ensuing Annual General Meeting and at the Meeting,
5. Members desirous of obtaining information/details about during the Meeting hours.
the accounts are requested to write to the Company at least 10. Corporate members intending to send their authorised
one week before the Meeting, so that proper information can representative(s) to attend the meeting are requested to
be made available at the time of Meeting. send a certified copy of the Board Resolution authorising
their representative(s) to attend and vote on their behalf at (b) Quantum Apar Speciality Oils Pty. Ltd., Australia,
the Meeting. subsidiary of PSPL, and (c) Apar ChemateK Lubricants
11. Pursuant to the provisions of Section 205A of the Companies Ltd. subsidiary of the Company with the Annual Report
Act, 1956, the amounts of dividend remaining unpaid or of the Company for the financial year ended March 31,
unclaimed for a period of seven years from the date of its 2014 in accordance with the general circular issued by
transfer to the unpaid dividend accounts of the Company the Ministry of Corporate Affairs, Government of India
are required to be transferred to the Investor Education and (MCA) vide circular no. 2/2011 Dtd. 8th February, 2011.
Protection Fund (IEPF) set up by the Government of India The Company has fulfilled all the conditions of the said
and, thereafter, no payments shall be made by the Company circular in the Annual Report attached herewith.
or by the IEPF in respect of any such amounts. The amount (b) A statement showing information in aggregate of the
of unpaid/unclaimed final dividend up to the financial year said subsidiary companies in compliance with the
ended March 31, 2006 and the interim dividend for 2006-07 aforesaid general circular of Ministry of Corporate Affairs
on Equity Shares paid on 20.11.2006 have been transferred has been attached with the financial statements and
to IEPF. The unpaid/unclaimed dividend amount of Equity forms a part of this Annual Report.
Shares of the Company paid on 21.08.2007 (Final dividend –
15. The Annual Report of the Company, circulated to the
2006-07) and 19.11.2007 (Interim dividend – 2007-08) are due
Members of the Company, will be made available on the
for transfer to the said fund in the months of October, 2014
Company’s website at www.apar.com.

and January, 2015 respectively. Members who have not yet
encashed their warrant(s) are requested to make their claims 16. The Company has already initiated/ implemented the “Green
to the Company without any delay. Initiative” during the year 2010-11, as per the circular numbers
17/2011 dated April 21, 2011 and 18/2011 dated April 29,
Pursuant to the provisions of the Investor Education and
2011 issued by the Ministry of Corporate Affairs (MCA) to
Protection Fund (Uploading of information regarding unpaid
enable electronic delivery of notices/documents and Annual
and unclaimed amounts lying with companies) Rules,
Reports to the shareholders. The e-mail addresses as made
06 2012, the Company has uploaded the details of unpaid
available in your respective Depository Participant (DP)
and unclaimed amounts lying with the Company as on 8th
accounts and downloaded from NSDL/CDSL will be deemed
August, 2013 (date of last Annual General Meeting) on the
to be your e-mail address for serving notices/documents
website of the Company (www.apar.com), as also on the
including those covered under Section 136 read with Section
website of the IEPF viz. (www.iepf.gov.in)
20 of the Companies Act, 2013.
12. The Securities and Exchange Board of India (SEBI) has
mandated the submission of Permanent Account Number The Notice of AGM and the copies of audited financial
(PAN) by every participant in the securities market. Members statements, Directors’ Report, Auditors’ Report among
holding shares in electronic form are, therefore, requested to others shall also be displayed on the Company’s website at
submit their PAN to their Depository Participants with whom www.apar.com and the other requirements of the aforesaid
they are maintaining their demat accounts. Members holding MCA circular shall be duly complied with. Members holding
shares in physical form can submit their PAN details to the shares in electronic mode are, therefore, requested to ensure
Company/Registrar & Share Transfer Agent. to keep their email addresses updated with the Depository
Participants. Members holding shares in physical mode are
13. Members may avail of the nomination facility as provided
also requested to update their e-mail addresses by sending
under Section 72 of the Companies Act, 2013.
an e-mail to investorservices@apar.com quoting their
14. (a) As stated in Para No. 7(d) of the Directors’ Report, the registered ledger folio number. Shareholders can register
Company has not attached the Annual Accounts, their email address, by sending an e-mail at investorservices@
Reports and other Statements pursuant to Section apar.com quoting their Folio No. /DP ID – Client ID in order to
212 (1) of the Companies Act, 1956, in respect of – facilitate the Company to serve the documents through the
(a) Petroleum Specialities Pte. Ltd., Singapore (PSPL), electronic mode.
wholly-owned subsidiary (WOS) of the Company;
ANNEXURE TO NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
ITEM NOs. 5 and 6: membership/chairmanship of board, committees, shareholding

Dr. N. K. Thingalaya and Shri F. B. Virani are Independent Directors and relationship between directors inter se as stipulated under
of the Company and have held the position as such for more than Clause 49 of the Listing Agreement with Stock Exchanges are
5 (five) years. provided in a statement annexed to this notice forming part of
the Annual Report.
It is proposed to appoint Dr. Thingalaya and Shri Virani as
Independent Directors under Section 149 of the Act and Clause In the opinion of the Board, Dr. Thingayala and Shri Virani fulfil the
49 of the Listing Agreement to hold office for 5 (five) consecutive conditions specified in the Companies Act, 2013 and rules made
years for a term up to the conclusion of the 30th Annual General thereunder for their appointment as Independent Directors of
Meeting of the Company in the calendar year 2019. the Company and are independent of the management. Copy
of the draft letter for their appointment as an Independent
Dr. Thingalaya and Shri Virani are not disqualified from being
Director setting out the terms and conditions would be available
appointed as a Director in terms of Section 164 of the Act and
for inspection without any fee by the members at the registered
have given their consent to act as Directors. The Company has
office of the Company during normal business hours on any
received declarations from them that they satisfy the criteria of

working day, excluding Saturday.
independence as prescribed both under Section 149 (6) of the
Act and under Clause 49 of the Listing Agreement. Except Dr. Thingalaya and Shri Virani, being appointees, none of
the Directors and key managerial personnel of the Company and
The Company has received notices in writing from members
their relatives is concerned or interested, financially or otherwise,
along with the deposit of requisite amount under Section 160 of
about the resolutions set out at item nos. 5 and 6. This explanatory
the Act proposing candidature of each of Dr. Thingalaya and Shri
statement may also be regarded as a disclosure under Clause 49
Virani for the office of Directors of the Company.
of the Listing Agreement with the Stock Exchanges. 07
Dr. N. K. Thingalaya holds a doctoral degree in Economics
The Board considers that their continued association would be of
from the University of Bombay. He has served at various senior
immense benefit to the Company and it is desirable to continue
managerial positions at Syndicate Bank and retired as Chairman &
to avail their services as Independent Directors. Accordingly, the
Managing Director of the bank with 31 years of rich experience in
Board recommends the Ordinary Resolutions set out at item nos.
the country’s banking sector. He has also served as a consultant
5 and 6 for the approval of the shareholders of the Company.
to the World Bank on a research project titled “Innovation in
banking” and was also appointed by the RBI as the Chairman of ITEM NOs. 7 and 8:
the Working Group for Restructuring Regional Rural Banks. The Board of Directors of the Company pursuant to the provisions
of Section 161(1) of the Act and Articles of Association of the
Shri F. B. Virani is a B.E. – Chemical Engineering from Department
Company appointed Shri Suyash Saraogi and Smt. Nina Kapasi as
of Chemical Technologies, University of Bombay. He did his
Additional Directors of the Company with effect from 30th May,
M.S. – Chemical Engineering from the Stevens Institute of
2014 and they would hold office up to the date of the ensuing
Technology, Hoboken, New Jersey, USA. He did his M.B.A. from
Annual General Meeting.
Rutgers, the State University of New Jersey, USA. He has 42 years
of corporate sector experience, both private and public sectors, It is proposed to appoint Shri Saraogi and Smt. Kapasi as
in the areas of chemical/petrochemical and energy businesses. Independent Directors under Section 149 of the Act and Clause
He has vast experience in handling chemical projects for GIIC, 49 of the Listing Agreement to hold office for 5 (five) consecutive
IPCL and a number of American companies. He was instrumental years for a term up to the conclusion of the 30th Annual General
in pioneering infrastructural development for gas distribution Meeting of the Company in the calendar year 2019.
network for the Gujarat Gas Company Limited during his tenure
Shri Saraogi pursued two degrees concurrently and successfully
as a Managing Director there for 10 years.
completed - Bachelor of Science in Mechanical Engineering
Name of the companies in which they hold directorship and and Applied Mechanics from the University of Pennsylvania and
Bachelor of Science in Economics from the Wharton School. He to continue them as Independent Directors of the Company. The
was enrolled in the Jerome Fisher Programme in Management Board of Directors therefore recommends the resolutions as set
and Technology at the University of Pennsylvania, Philadelphia. out at item nos. 7 and 8 of the Notice for approval of the members.
He graduated Summa Cum Laude (highest honours) and won
Except Shri Saraogi and Smt. Kapasi, being appointees, none of
the Otto Van Wolf Award for academic excellence. He holds a
the Directors and key managerial personnel of the Company and
senior managerial position at Reliance Industries Ltd.
their relatives is concerned or interested, financial or otherwise,
Smt. Kapasi, is a Member of the Institute of Chartered Accountants in the resolutions set out at item nos. 7 and 8 of the Notice. This
of India (ICAI) and Law Graduate presently practicing on taxation, explanatory statement may also be regarded as a disclosure under
audit and managing consultancy. She is the member of core Clause 49 of the Listing agreement with the Stock Exchanges.
group of Bombay Chartered Accountants Society and speaker
ITEM NO. 9:
at Seminars and workshops organized by ICAI, BCAS, CITC, WIRC
The Board, on the recommendation of the Audit Committee, has
and other forums. She is the contributor of Articles in magazines
approved the appointment and remuneration of Shri T. M. Rathi
and newspapers of professional interest and in BCA - Referencer
the Cost Auditor to conduct the audit of the cost records of the
including Economic Times, Times of India, Vyapar, Outlook Money,
Company for the financial year ending 31st March, 2015 for an
Dignity Dialogue, Chitralekha.
amount not exceeding H1,20,000 for conducting audit of the cost
Name of the companies in which they hold directorship and records of oil, conductors and cable products of the Company for
membership/chairmanship of board, committees, shareholding FY2014-15.

and relationship between directors inter se as stipulated under
In accordance with the Provisions of Section 148 of the Act
Clause 49 of the Listing Agreement with the Stock Exchanges are
read with the Companies (Audit and Auditors) Rules, 2014, the
provided in a statement annexed to this Notice forming part of
remuneration payable to the Cost Auditors has to be ratified by
the Annual Report.
the shareholders of the Company.
Shri Saraogi and Smt. Kapasi are not disqualified from being
Accordingly, consent of the members is sought for passing an
appointed as Directors in terms of Section 164 of the Act and
08 Ordinary Resolution as set out at item no. 9 of the Notice for
have given their consent to act as a Director. The Company
ratification of the remuneration payable to the Cost Auditors for
has received a declaration from them that they meet with the
the financial year ending 31st March, 2015.
criteria of independence as prescribed both under Sub-Section
(6) of Section 149 of the Act and under Clause 49 of the Listing None of Directors/key managerial personnel of the Company/
Agreement. their relatives are, in any way, concerned or interested, financially
or otherwise, in the resolution set out at item no. 9 of the Notice.
The Company has received valid notice and requisite deposit
from a member of the Company under Section 160 of the said The Board, therefore, commends the resolution for acceptance
Act, proposing their candidature for the office of Director. by the members.
In the opinion of the Board, Shri Saraogi and Smt. Kapasi fulfil the ITEM NOs. 10 and 11:
conditions specified in the Companies Act, 2013 and rules made The item nos. 10 and 11 of the Notice relates to authorising the
thereunder for their appointment as an Independent Director of Board of Directors of the Company to borrow monies apart from
the Company and are independent of the management. Copy of temporary loans including working capital facilities obtained or
the draft letter for appointment of Shri Saraogi and Smt. Kapasi to be obtained from Company’s bankers in the ordinary course of
as an Independent Director setting out the terms and conditions business in excess of paid-up share capital and free reserves of the
would be available for inspection without any fee by the members Company and to mortgage/charge the moveable/immoveable
at the registered office of the Company during normal business properties of the Company.
hours on any working day, excluding Saturday. In terms of provisions of Section 180(1) (c) of the Companies
In view of the above background and rich experience of Shri Act, 2013, the Board of Directors of the Company cannot,
Saraogi and Smt. Kapasi, it will be in the interest of the Company except with the consent of the Company in a general meeting,
borrow monies apart from temporary loans obtained from the 180 of the Companies Act, 2013. Hence, fresh resolutions under
Company’s bankers in the ordinary course of business, in excess Section 180(1)(c) and 180(1)(a) of the Companies Act, 2013 as set
of the aggregate of the paid-up capital and its free reserves. out in agenda item nos. 10 and 11 of the Notice are proposed for
approval of the shareholders.
The members in their 23rd Annual General Meeting held on
9th November, 2012 had, pursuant to Section 293(1)(d) of the The Board, therefore, recommends the above special resolutions
Companies Act, 1956 as applicable at that time, authorised at agenda item nos. 10 and 11 for your approval.
the Board of Directors of the Company to borrow from time to
None of the Directors, key managerial personnel of the Company
time, a sum of money not exceeding H500 crores (Rupees Five
and their relatives are concerned or interested in the resolution.
Hundred Crores only). At the 17th Annual General Meeting of
the Company held on 10th August, 2006, the Board of Directors
Registered Office: By order of the Board,
were authorised to mortgage/charge the moveable/immoveable
301, Panorama Complex, For Apar Industries Limited
properties of the Company from time to time.
R. C. Dutt Road, Vadodara 390 007.
The existing resolutions under Section 293(1) (d) and Section
Place : Mumbai Sanjaya Kunder
293(1) (a) of the Companies Act, 1956 would be valid only for a
Date : May 30, 2014 Company Secretary
period of one year from the notification of provisions of Section

Details of Directors seeking appointment/reappointment at the ensuing Annual General Meeting.
(Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges)
Name of Director Dr. N. D. Desai Dr. N. K. Thingalaya Shri F. B. Virani

Date of birth 22.05.1940 04.11.1937 26.06.1945
Date of appointment 28.09.1989 27.07.2001 27.07.2001 09
Expertise in specific Electrical engineering Banking Chemical engineering
functional areas
Qualifications B.Sc. (Honours), London, M.S. (Electrical Ph. D. (Economics) B.E. (Chemical engineering)
engineering) Ph.D., Pennsylvania., U.S.A., M.S. (Chemical engineering)
Sigma XI, A.A.M.I.E.E. (USA) M.B.A. (USA)
List of other companies in 1. Apar ChemateK Lubricants Ltd. 1. Lamina Foundries Limited NONE
which directorship held 2. Apar Corporation Pvt. Ltd.
as on 31.03.2014. 3. Scope Pvt. Ltd.
4. Apar Investments, INC
5. Apar Investment (Singapore) Pte. Ltd.
Chairman/Member of the – 1. Lamina Foundries Limited NONE
committee of other public - Remuneration Committee
companies on which the - Audit Committee
individual is a director
as on 31.03.2014.
Number of shares held 73,71,861 Nil 7,500
in the Company
as on 31st March, 2014
Relationship between Related to – Nil Nil
directors inter se Shri K. N. Desai (Son) and
Shri C. N. Desai (Son)
Name of Director Shri Suyash Saraogi Smt. Nina Kapasi
Date of birth 07.01.1967 30.11.1959
Date of appointment 30.05.2014 30.05.2014
Expertise in specific functional areas Startup, operational turnaround and Taxation, audit and managing consultancy
running operations in petroleum
distribution and telecom sectors
Qualifications B.S. (Mechanical engineering and applied Chartered Accountant
mechanics)
(University of Pennsylvania),
B.S. (Economics)
(Wharton School)
List of other companies in which Nil Ramdev Trading & Investment Pvt. Ltd.
directorship held as on 31.03.2014.
Chairman/Member of the committee of Nil Nil
other public companies on which the
individual is a director as on 31.03.2014.
Number of shares held in the Company Nil Nil

Relationship between directors inter se None None
10
Directors’ Report
Your Directors have immense pleasure in submitting the 25th Annual Report of the Company together with the audited annual accounts
showing the financial position of the Company for the year ended 31st March, 2014.
1. Financial results
Consolidated results include the results of (a) Petroleum Specialities Pte. Ltd., Singapore (PSPL), a Wholly-Owned Subsidiary (WOS) of the
Company (b) Apar ChemateK Lubricants Ltd., a Subsidiary Company and (c) Quantum Apar Speciality Oils Pty. Ltd., Subsidiary of PSPL.
B In Crores
Company Consolidated
Particulars
2013-14 2012-13 2013-14 2012-13
Sales turnover (after deduction of excise duty ) 4,483.20 4,532.19 4,632.93 4,650.69

Other income 4.47 7.70 4.47 2.25
Profit for the year before finance cost,
depreciation / amortisation, tax expenses and exceptional items 276.39 303.09 301.89 313.50
Deducting there from:
- Depreciation / amortization 26.89 23.86 27.02 24.01
Finance Costs 145.81 134.31 145.48 134.57
Profit before adjustment of exceptional items, 103.69 144.92 129.39 154.92
11
taxation and minority interest
Exceptional items 0.86 4.62 0.86 4.62
Profit before taxation for the year 102.83 140.30 128.53 150.30
Deducting there from:
- Tax expenses 34.04 38.14 38.62 40.17
Net profit for the year after taxation and before minority interest 68.79 102.16 89.91 110.13
Adjustment of:
- Minority Interest (profit)/loss – – -0.26 -0.68
Net profit after taxation and above adjustments 68.79 102.16 89.65 109.45
Add: Profit brought forward from previous year 158.55 104.12 227.70 160.14
(Less) : Loss of Amalgamating Subsidiary – -5.76 – +0.08
Amount available for appropriations 227.34 200.52 317.35 269.67
Appropriation made by the Board of Directors:
- General reserve 20.00 18.34 21.00 -18.34
Dividends on Equity Shares :
- Proposed dividend at B 5.25 (52.50%)
per share (previous year B 5.25 (52.50%) 20.20 20.20 20.20 20.20
- Income tax on dividends 3.43 3.43 3.43 3.43
- Leaving balance of profit carried to balance sheet 183.71 158.55 272.72 227.70
Earnings per equity share (EPS)
- Basic & diluted before & after extraordinary items 17.88 26.56 23.30 28.45
2. Dividend (a) Industry structure, development, opportunities,
Considering the financial results achieved during the year under threats, outlook and risk and concerns
review as compared to the previous year, the Board of Directors Global scenario
has recommended the dividend for FY 2013-14 on the capital As per Industry report by Ministry of Heavy Industries and Public
of 38,470,431 Equity Shares of the face value of H10/- each fully Enterprises, global electricity consumption is growing at 2.4% to
paid @ H5.25 (52.50%) per share [(previous year H5.25 (52.50%) per reach 29000TWh by 2030. This is expected to drive global electrical
share.)] equipment market at 2% growth to reach US$ 6,600bn by 2030.
India, as of now, contributes only 1% to global exports of electrical
This dividend amounting H20.20 crores is payable after declaration
equipments with strong potential to increase share going forward.
by shareholders at the ensuing Annual General Meeting (AGM)
and you are requested to declare the same. Indian market
The size of the domestic market in generation equipment
3. Management Discussion and Analysis/ Outlook is expected to reach US$ 25-30bn by 2022 (from US$ 5.7bn in
The growth in the domestic power sector in FY 2014 was 2011) driven by huge power demand expected for the growing
constrained given the uncertainties around fuel supply, financial Indian economy. As a result, the Transmission & Distribution (T&D)
condition of discoms, challenges of land acquisition, water equipment industry is estimated to grow to US$ 70-75bn (from
linkages and environmental clearances which had a direct impact US$ 18.5bn in 2011). This translates into a CAGR of around 14%.
on your Company. However, given the impetus expected from According to an Industry report by FICCI, in association with Booz
the new government at the Centre with regards acceleration of & Co., there is huge opportunity in the domestic T&D sector with
reforms, we see a brighter phase on the horizon. We are happy investment required in the industry pegged at USD 35bn out of
to report that your Company has, during the year, taken strong which USD 19bn will be from Power Grid Corporation of India
strategic initiatives to strengthen our position further so that we Limited (PGCIL) and remaining USD 16bn will be secured from
can be well prepared as the sector turns. private players.
Your company is the 3rd largest conductor manufacturer and Projected Demand for Power In India (GW)
the fourth largest transformer oil manufacturer in the world. 600
12 Our growing exports, strong technical capabilities, higher focus
500
on R&D and improved operational efficiency has enabled your
company to consolidate our leadership position in our major 400
product segments, conductors and Specialty and Transformer 300

oils. As a result, we have continued to grow and expand over the 200
last few years despite trying times in the Indian power sector.
100
Our continuous in-house R&D efforts and strategic tie-ups 0
have spurred development of many new technology products 2009 2012 2017 2022 2027
for your Company like Extra high voltage transformer oils, high Projected Capacity Requirement (GW)
temperature conductors, e-beam cables and new generation 800
optical fibre cables (OFC). These higher margin products, with
good growth prospects and fewer competitors will drive the 600
company’s growth and profitability going forward.
400
The year gone by saw your Company complete expansion of
capacities to drive growth in high value products. The Athola 200
conductors plant, focused on high quality products for the export
markets, is already operating at full capacity of 3,000 Mt per month 0
and the Khatalwad cable plant has been fully commissioned. The 2009 2012 2017 2022 2027
new businesses have seen a positive response with first orders Source: Transmission and Distribution in India, Report by PGCIL
already placed. Going forward, we see acceleration in these new As per Industry report from Engineering Review, peak demand in
higher margin segments spurring growth in India and abroad. India is expected to increase to more than 500,000 MW by 2027
The opportunities and outlook that exist for your Company are for which Installed generation capacity of about 700,000 MW is
as follows: required.
However, the recent policy jam in the sector has resulted in slower and power sector demand in India. The company exported its
than expected progress. The 12th Five Year Plan (2012-2017) products to over 100 countries across the world till date.
targeted a capacity addition in power generation of 88,537 MW
Besides focusing on exports, your Company achieved control
and addition of transmission lines of 165,000 Circuit Kilometers
on operating costs, continued to improve its hedging strategy
(CKT). In the completed 2 years of the 12th plan, 33,000 MW of
on foreign exchange and closely monitored sales versus credit,
generating capacity has been added, representing 37% of the
limiting the risks from the uncertainty of the current business
planned addition. In the same period, 32,000 CKT of transmission
environment.
lines has been added, representing 19.5% of the planned addition.
Margins from manufacturing activities during the year under
Business performance
review were H276.39 crores as against H303.09 crores in the
Our company derives 71.14% of its revenue from the power
previous year on standalone basis.
sector, with the major demand drivers coming from infrastructure
expansion in transmission and distribution. In the last two years, Power transmission as a sector has not been able to keep pace with
the government has been plagued with policy paralysis, and the the rising power demand and generation capacity in the country.
consequential damages of this have affected the power sector According to an Industry report by FICCI in association with Booz
the most. From the figures shown above, the implementation of & Co., ideally 50% of the amount invested in power generation
transmission lines is only 19.5% vs. a pro-rata implementation of should be invested in power transmission; however, in India, this
40%. This is also reflective of the order position of the conductor figure stands at a mere 30%. In order to make up for this investment

industry in general, which received its lowest level of orders deficit, 1.3 to 1.4 times the investment made in power generation
in FY2014. Powergrid, the largest implementation agency for must be made in power transmission going forward.
transmission lines was conspicuous by its absence. While as many With a clear electoral mandate in place, Mr. Modi laid emphasis
as 120 transmission projects have stalled or delayed due to Right on power and infrastructure development as one of his priorities.
of Way (RoW) and many other clearances. FDI inflows in the sector have taken a back seat over the last few
The Indian economy in general continued its downward spiral years mainly due to non-conducive economic policies, clogging
with industrial growth hitting its lowest point in the second half up of the approval process for large projects and prohibitive tax 13
of FY2014. The ensuing economic uncertainty, fluctuations in policies. These are issues we hope the new government would
exchange rate and the tight liquidity situation in the market all resolve.
added to significant operating challenges. Overall, there is a high level of confidence that targets of the 12th
As a consequence, the financial year ending March 31st 2014 was Five Year Plan will be achieved. With planned 88GW of generation
one of the most difficult years that the Company had to face. capacity expansion in 12th Plan and sorting of fuel availability
issues, significant increase in transmission capacity is immediately
Despite these challenges, the Company registered a revenue of
needed to ensure power availability to the end customer.
H4,483.20 crores (net of excise duty) as against H4,532.19 crores
According to Industry report by FICCI in association with Booz &
in the previous year on standalone basis. Your Company’s exports
Co., overall $35bn investment is planned in transmission sector
increased to H1,409.12 crores during the year as compared to
in current plan. Given the clear backlog in the implementation of
H1,294.66 crores in the previous year as the Company sought
Transmission projects, the sector should see aggressive expansion
opportunities overseas in the backdrop of slowing industrial
in the next 3 years.
(i) Transformer and specialty oil segment

This division contributed 51.83% of the Company’s revenue. Details of Sales revenues and segmental profit (standalone basis) are:
H in crores
Company Consolidated
Particulars
2013-14 2012-13 Variation (%) 2013-14 2012-13 Variation (%)
Turnover 2,253.14 1,926.31 (+) 17.0 2,402.87 2,039.36 (+) 17.8
Segment profit 167.11 113.16 (+) 47.7 192.48 123.42 (+) 56.0
Export 719.45 655.43 (+) 9.7 865.80 773.68 (+) 11.9
For the current year the Specialty Oil division grew total global (ii) Conductor division H in crores
sales volume to 327,393 KL from a volume previous year of Particulars 2013-14 2012-13 Variation (%)
299,866 KL. This represents a growth of 9.2% in terms of volume
Turnover 1,624.53 2,226.30 (-) 27.0
for the year. Volumes have grown at 8.6% on a CAGR basis for
Segment profit 115.36 197.08 (-) 41.5
the last five years. This performance is commendable given the
Export 449.32 579.49 (-) 22.5
difficult business environment in which there was a slowdown in
the power sector, automotive sector and general sluggishness in The conductor division had a difficult year in FY2014. As
industrial growth. mentioned in section 3(a), the power sector suffered from policy
paralysis and the transmission sector was most adversely affected
The company was able to improve margins from a higher sale of
resulting in only 19.5% completion compared to the pro-rata 40%
performance products across the sub segments of transformer
execution of the 12th Five Year Plan.
oils, industrial and automotive oils. The company implemented
a disciplined foreign exchange hedging policy and tight credit Power Grid, the largest executor of transmission line projects in
controls, which limited sales but reduced exposure to clients with the country placed almost no new orders for conductors in the
cash flow problems. year. This resulted in a substantially smaller addressable market,
increased competition and lower margins.
The Net sales of “Agip” brand of automotive lubricants
manufactured by the company with a license and technical The company reacted to the domestic situation by switching
know-how from ENI-S.p.A of Italy increased to H184.59 crores in its focus to exports. The order book as on 1st April, 2014 stood
comparison to H181.38 crores in the previous year. Even though at H1,952 crores and orders in pipeline stood at H185 crores,
volume growth was muted due to a slowdown in the automotive consisting of 57% export/ deemed export orders and 43%
sector and tight liquidity conditions, the margins expanded domestic, in contrast to an order book of H1,132 crores on 1st
substantially due to improved cost controls and productivity in April, 2013 consisting of 22.4% export orders and 77.6% domestic.
manufacturing and formulations in addition to an increase in Various steps were taken to improve the operational efficiency in
sales of a better mix of performance products. Profit before tax order to boost productivity and reduce costs, making Apar one
14 of Apar ChemateK Lubricants Limited (a subsidiary company) of the cheapest high technology conductor manufacturers in the
during the year under review increased 11-fold to H6.25 crores world.
compared to H0.57 crore in the previous year.
Your company is one of the few to pass the technical tender
Profit before tax and finance cost for the transformer and screening for high temperature low sag (HTLS) conductors and
specialty oil segment increased by a whopping 56% to H192.48 is among the two vendors for HTLS and four vendors for high
crores compared to H123.42 crores last year on consolidated temperature superconductors (HTS) conductors. Your company
basis also received first order for higher margin HTLS conductors this
year for ACCC conductors.
Risks and concerns
The company is exposed to the volatility in the prices of its raw Efforts in developing market for high performance conductors are
materials & in the foreign exchange rates. However, in order to resulting in positive results & the pace of progress is expected to
mitigate its risks, the Company continues to exercise prudence gain momentum with a dynamic government, inclined towards
in its inventory control & hedging strategies. The Power sector technologically superior products, coming into power.
suffered from policy paralysis, resulting in several projects getting The conductor division has restructured its business on account
either delayed or deferred. This increased the unpredictability of changing market dynamics. With a focus on exports, we
of the business resulting in higher inventory and receivables. commissioned a new plant in Athola, Silvassa (which is already
The company had to implement strict credit controls to limit running at full capacity of 3000 Mt per month) and discontinued
exposure to customers having cash flow issues. This has resulted our manufacturing activities in Himachal Pradesh. With orders
in a potential loss of sales. In spite of the new government at the from Power Grid also expected to pick up in the second half
center, it could take over 12 months to get the momentum back of FY2015, growth in the conductor segment looks set for a
in the power, automotive and industrial sectors. turnaround.
Risks and concerns Risks and concerns
Increase in costs particularly on account of Aluminium premiums The excess capacity in the Industry & the lack of reforms in the
has been an area of concern, the company entered into supply distribution segment have resulted in sluggish demand for LT &
contracts for the coming year in order to mitigate the same. HT Cables and depressed price levels. Commercial terms from
Delay in execution of various customers’ projects has resulted in many EPC contractors are neither financially viable nor secure,
muted growth of fresh orders as well as cancellation of existing limiting sales to a great extent. Infrastructure spending in Railways
orders. However, the company has garnered a robust order book, and Defense has been low in the last 2 years resulting in smaller
with the capability of offsetting the effect of delayed orders with than expected addressable market. With the change in
quicker delivery orders. government, this situation is likely to improve in the next 12 -15
months.
(iii) Uniflex cables division H in crores
Particulars 2013-14 2012-13 Variation (%) (b) Operations of subsidiaries:
Turnover 601.40 418.53 (+) 43.7
(i) Petroleum Specialities Pte. Ltd, Singapore (PSPL), a Wholly
Segment profit/(Loss) 0.59 (0.86) –
Owned Subsidiary (WOS):
Export 240.35 59.74 (+) 302.3 During the year under review, Net sales of PSPL was US$ 54.64
Million as against US$ 44.21 Million in the previous year and Profit
The cable segment witnessed a substantial increase in revenues
after tax stood at US$ 2.23 Million as against US$ 1.64 Million in

led by strong growth in exports, delivering a profit with
improvement in segment level margin. the previous year.
During the year, there were several changes and expansions Quantum Apar Speciality Oils Pty. Ltd., Australia (Quantum) where
made in this division. The E-beam facility with both accelerators PSPL holds 65% equity has reported Net sales of AUD 10.01
and associated handling equipment were commissioned. Major Million as against AUD 9.50 Million in the previous year and Profit
part of the equipment for Elastomeric cables was shifted from after tax of AUD 0.04 Million as against AUD 0.16 Million in the
the old plant at Umbergaon to the new state of the art facility previous year.
at Khatalwad doubling production capacity. The company
15
(ii) Apar ChemateK Lubricants Limited (ACLL), subsidiary :
took many steps to improve operational efficiency and
During the year under review, ACLL has reported total Income
de-bottlenecking.
of H16.95 crores as against H30.08 crores in the previous year and
The expansion of the Opitcal Fibre capacity was completed in earned a Net Profit after tax of H4.14 crores as against H0.49 crore
Umbergaon and Khatalwad. Approvals from major clients such in the previous year. It has declared dividend of H1/- per share of
as Railways, Defense, Bharath Broad Band Limited (BBNL), BSNL the face value of H10/- each.
etc. were obtained. With the increased capacity at Khatalwad,
the company expects a major change in the mix of products (c) Cautionary statement
it will produce in the future. Prospects for OFC have improved The statements made in the Management Discussion & Analysis
post orders from BBNL and expansion in network expected from section, describing the Company’s goals, expectations and
telecom operators. predictions among others do contain some forward looking
views of the management. The actual performance of the
These measures were a necessary step for the company to improve
Company is dependent on several external factors, many of which
profitability given that the major power cables sub segment is
are beyond the control of the management viz. growth of Indian
still plagued with over capacity and low margins. The focus of this
economy, continuation of industrial reforms, fluctuations in value
division going forward will be to improve the profitability of the
of Rupee in the foreign exchange market, volatility in commodity
business through a change in product mix rather than aggressive
increase in revenues. With the new government at the centre, prices, applicable laws / regulations, tax structure, domestic /
there is an expected increase in spending in railways and defense international industry scenario, movement in international prices
through local manufacturers, improving prospects for E-beam of raw materials and economic developments within the country
cables. among others.
(d) Internal control systems (ICS) and their adequacy Companies Act, 2013, they will hold the office as Directors up to
The Company established adequate ICS in respect of all the the date of the ensuing Annual General Meeting. The Company
divisions of the Company. The ICS are aimed at promoting has received notices under Section 160 of the Companies Act,
operational efficiencies and achieving savings in cost and 2013 proposing their candidature as Directors.
overheads in all business operations. The System Application and Your Directors are seeking re-appointment / appointment
Product (SAP), a world class business process integration software of Dr. Thingalaya, Shri Virani, Shri Saraogi and Smt. Kapasi as
solution, which was implemented by the Company at all business Independent Directors of the Company for five consecutive
units (including Cable unit) has been operating successfully. years upto the conclusion of 30th Annual General Meeting of the
For tightening and more effective internal control systems and Company in the calendar year 2019.
risk management, the Company continued the engagement Details of the proposal for re-appointment / appointment of Dr.
of M/s. KPMG India Pvt. Ltd., Chartered Accountants as Internal Desai, Dr. Thingalaya, Shri Virani, Shri Saraogi and Smt. Kapasi are
Auditors of the Company. mentioned in the Explanatory Statement under Section 102 of
The system cum internal audit reports of the Internal Auditors the Companies Act, 2013 and Statement pursuant to Clause 49 of
are discussed at the Audit Committee meetings and appropriate the Listing Agreement with the Stock Exchanges as annexed to
corrective steps have been taken. the Notice of the 25th Annual General Meeting.
Further, all business segment prepare their annual budget, which The Board recommends re-appointments / appointments of all
are reviewed along with performance at regular intervals. the above Directors.
(e) Development of human resources Shri Sanjiv Maheshwari, the Director of the Company has resigned
The Company promotes an open and transparent working from the Board with effect from 29th May, 2014 and Shri H. N.
environment to enhance teamwork and build business focus. Shah has resigned as Director of the Company with effect from
The Company equally gives importance to the development of close of the Business hours on 30th May, 2014.
human resource (HR). It updates its HR policy in line with the The Board accepted their resignations and place on record their
16 changing HR culture in the industry as a whole. In order to foster appreciation for the valuable guidance and advice provided by
excellence and reward those employees who perform well, the Shri Sanjiv Maheshwari and Shri H. N. Shah during their tenure as
Company practices performance / production linked incentive Directors of the Company.
schemes and introduced Employees Stock Option Scheme as
detailed in an attachment to this report. 5. Directors’ responsibility statement
Pursuant to the requirement under Section 217(2AA) of the
The Company also takes adequate steps for in-house training of
Companies Act, 1956 with regard to directors’ responsibility
employees and maintaining a safe and healthy environment.
statement, it is hereby confirmed that -
4. Directors
i. In the preparation of the annual accounts for the financial
Dr. N. D. Desai, Director shall retire by rotation at the ensuing
year ended March 31, 2014, the applicable accounting standards
annual general meeting of the Company and he, being eligible,
were followed along with proper explanation relating to material
offers himself for re-appointment.
departures, if any.
Pursuant to Sections 149, 152 and other applicable provisions of
ii. Appropriate accounting policies were selected and applied
the Companies Act, 2013, Dr. N. K. Thingalaya and Shri F. B. Virani
consistently and judgments and estimates were made that were
are proposed to be re-appointed as Independent Directors of
reasonable and prudent so as to give a true and fair view of the
the Company to hold office for five consecutive years upto the
state of affairs of the Company at the end of the financial year and
conclusion of 30th Annual General Meeting of the Company
of the profit of the Company for the financial year under review.
in the calendar year 2019. The Company has received notices
under Section 160 of the Companies Act, 2013 proposing their iii. Proper and sufficient care was taken for the maintenance of
candidature as Directors. adequate accounting records in accordance with the provisions
of the Companies Act, 1956, for safeguarding the assets of the
The Board of Directors of the Company at its meeting held on
Company and for preventing and detecting fraud and other
30th May, 2014 appointed Shri Suyash Saraogi and Smt. Nina
irregularities.
Kapasi as Additional Directors. Pursuant to Section 161 (1) of the
iv. The annual accounts were prepared on a going concern children, education for peace and other community work
basis. undertaken by them.
6. Audit c. Attached to and forming part of this report are the

M/s. Sharp & Tannan, Chartered Accountants, Mumbai, Statutory following:
Auditors of the Company shall be retiring at the ensuing Annual i) Particulars relating to Employee Stock Option Scheme.
General Meeting, and they being eligible, offer themselves for re- ii) Particulars of Information as per Section 217(2A) of the
appointment. The Audit Committee of Directors at its meeting Companies Act, 1956 read with the Companies (Particulars of
held on 30th May, 2014 recommended re-appointment of Employees) Rules, 1975.
M/s. Sharp & Tannan as Statutory Auditors of the Company for
iii) Particulars relating to conservation of energy, technology
the FY 2014-15.
absorption, research and development and foreign exchange
earnings and outgo.
7. Other Information
iv) Report on Corporate Governance and Auditors’ Certificate
a. Green initiative
regarding compliance of conditions of Corporate Governance.
To support the “Green initiative” taken by the Ministry of Corporate
Affairs (MCA), to contribute towards a greener environment, the v) Statement containing brief financial details of the subsidiaries.
Company has already initiated / implemented the same from d. In accordance with the General Circular dated February 8,

the year 2010-11. As permitted by Circular Nos. 17/2011 dated 2011 issued by Ministry of Corporate Affairs, granting exemption
April 21, 2011 and 18/2011 dated April 29, 2011 issued by the under Section 212(8) of the Companies Act, 1956, the Company
MCA, delivery of notices / documents and Annual Reports etc. has not attached the Balance Sheet, Profit & Loss Accounts and
are being sent to the shareholders by electronic mode wherever other documents of its wholly owned foreign subsidiaries viz.
possible. Petroleum Specialities Pte. Ltd., Singapore as well as its subsidiary
Quantum Apar Speciality Oils Pty. Ltd., Australia, and Apar
Further, the Company has started using recyclable steel drums
ChemateK Lubricants Limited, a subsidiary of the Company. As
in place of wooden pallets in its Conductors Divisions in order
to protect the environment and reduce costs for the Company.
per the terms of Circular, a statement containing brief financial 17
details of the said subsidiaries for the year ended March 31,
b. Corporate Social Responsibility (CSR) 2014 are included in the Annual Report and shall form part of
With the strong belief in the principle of Trusteeship, Apar Group this report. The annual accounts of the said subsidiaries and the
continues to serve the community through a focus on education, related information will be made available to any member of the
healthcare and mid-day meal initiatives. Company seeking such information at any point of time and are
also available for inspection by any member of the Company at
The Board of Directors constituted a Corporate Social
the registered office of the Company.
Responsibility (CSR) Committee in terms of the provisions of
Section 135(1) of the Companies Act, 2013 on 30th May, 2014. e. As on March 31, 2014, there was no fixed deposit remained
This CSR Committee shall review and restate the Company’s CSR unclaimed.
policy in order to make it more comprehensive and aligned with 8. Acknowledgement
the activities specified in Schedule VII of the Companies Act, 2013. Your Directors wish to place on record their sincere appreciation
During the year, the Company has contributed to the – for continuous co-operation, support and assistance provided by
stakeholders, financial institutions, banks, government bodies,
i. Sister Nivedita Foundation, Rajkot for their “Sister Nivedita
technical collaborators, customers, dealers and suppliers of
School on Wheel” programme.
the Company. Your Directors also wish to place on record their
ii. Gujarat Methodist Church Cardiac Care & Research Society, appreciation for the dedicated services rendered by the loyal
Nadiad, for the purchase of Heart Lung Machine. employees of the Company.
iii. Indian Development Foundation, Mumbai for the For and on behalf of the Board
construction of IDF Centre for Excellence at Bangalore.
iv. Global Foundation, Mumbai for the support of causes of Place : Mumbai Dr. N. D. Desai
disability, education, health and support to underprivileged Date : May 30, 2014. Chairman
Annexure I to the
Directors’ Report
Employee Stock Option
Members’ approval was obtained at the Annual General Meeting held on August 9, 2007 for introduction of Employees Stock Option
Scheme to issue and grant up to 16,16,802 Options and it was implemented by the Company. The Options have been granted to
employees in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock
Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines). The Employees Stock Compensation Committee, constituted in accordance
with the SEBI Guidelines, administers and monitors the Scheme.
The disclosures stipulated under the SEBI Guidelines are:

a. Options granted by the Compensation Committee : 175,150
b. Exercise price : H207.05 per Option
c. Options vested : 175,150
d. Options exercised : Nil
e. The total number of shares arising as a result of exercise of Options : Nil
f. Options lapsed : 139,407

g. Variation in terms of Options : See note 1 below
h. Money realised by exercise of Options : Nil
i. Total number of Options in force : 35,743
j. Employee wise details of Options granted in 2007 to:
i. Senior Management Personnel / Directors
(a) Shri H. N. Shah : 7,500 *
18 (b) Dr. N. K. Thingalaya : 4,000 *
(c) Shri F. B. Virani : 4,000 *
(* 2/3rd of the Options granted have been lapsed)
ii. Any other employee who received a grant in any one year of Options amounting to : Nil
5% or more of Options granted during that year
iii. Identified employees who were granted Options, during any one year, equal to or exceeding : Nil
1% of the issued capital (excluding outstanding warrants and conversions) of the Company at
the time of grant
k. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of Options calculated : H17.88
in accordance with Accounting Standard (AS) 20 Earnings Per Share
Notes :
1) 175,150 Options at the exercise price of H259.75 granted 3) The Company obtained in-principle approval for the listing of
on January 23, 2008 were cancelled on May 27, 2008. The the entire 1,616,802 equity shares to be issued and allotted on
cancellation was necessary due to substantial reduction in the exercise of Options as and when exercised under the scheme.
price of shares in the secondary market and simultaneously 4) The Company has received a certificate from the Auditors
therewith the above detailed Options were granted. The of the Company that the Scheme has been implemented
confirmation of the shareholders for the said cancellation and in accordance with the SEBI Guidelines and the resolution
subsequent grant were sought at the 19th Annual General passed at the Annual General Meeting held on 9th August,
Meeting held on August 29, 2008. 2007. The Certificate would be placed at the Annual General
2) As the exercise of Options would be made at the market meeting for inspection by members.
linked price of H207.05, the issuance of equity shares pursuant 5) 139,407 Options which were not exercised by the employees
to exercise of Options will not affect the profit and loss within the prescribed time period as per the Scheme have
account of the Company. been lapsed.
Annexure II to the
Directors’ Report
Information pursuant to Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 and forming part of the Directors’ Report for the year ended 31st March, 2014.
Names Age Designation Qualifications Experience Remuneration Date of Last
(Years) / Nature of (Years) (J) commencement employment and
duty of employment designation
Mr. Kushal N. Desai 47 Managing B.Sc. (Hons.), (Ele. 25 17,193,936 24.03.1999 GE Lighting
Director Engg.) U.S.A., B.S.Eco. (India) Ltd. -
(Hons) (Wharton) President
U.S.A.
Mr. C. N. Desai 42 Joint B.Sc. (Hons.), (Chem. 20 17,255,843 29.05.1993 __
Managing Engg.) U.S.A., B.S.Eco.
Director (Hons) (Wharton)
U.S.A.

Notes :
1. The remuneration includes salary, allowances, commission paid to Directors, reimbursement of leave travel and medical expenses /
benefits, company’s contribution to provident fund, leave encashment and other perquisites in respect of motor car, accomodation
and telephone etc.
2. Above directors are related to each other. None of the employees of the Company is related to any of the Directors.
3. All appointments are contractual and terminable by notice on either side.
19
Annexure III to the
Directors’ Report
ENERGY STATEMENT
Information as per Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988 and forming part of the Directors’ Report for the year ended 31st March, 2014.
I. Conservation of Energy: building for less electricity consumption & Power demand
1) Energy Conservation measures taken and continuing saving.
on regular basis: vi) Replacement of mechanical clutch system for take up of 37
Conductor Division: strand RST and 91 strand RST machine to energy efficient
i) Replaced 450 numbers of HPMV/HPSV by LED light for plant variable A.C. tension system.
lighting. vii) Installed new skip machine with separate electrical drive
ii) Started using waste wood in ageing furnace as alternative system with Gear Box for capstan electrical power saving
to coal fuel. to replace less productive and energy exhaustive tubular
machine.
iii) Replaced furnace oil by RLNG Gas in Aluminium melting
section. viii) Installed energy efficient CFL light fixtures in shed of U189.
iv) Installed 500 KVAR APFC Panel for power factor ix) Maintained power factor above 0.995 and average 0.998
improvements. through the year and received incentive in the power bill.
v) Installed LED lighting on shop floor and in administration x) Installed VFD panel with motor for Traverse/Take up unit of
one Tubular stranding machine.
Oil Division: reduce water consumption.
i) Replaced the inefficient light fitting with the efficient light vii) Air regulator provided in all air wiper to reduce compressed
fittings in the plant with same lumens output. air consumption.
ii) Maintained power factor above 0.995 throughout the year 2) Additional Investment proposals, if any, being
and received incentives in the power bill. implemented for reduction of consumption of energy:
iii) Compressed air leakages reduced from 31.25% to below i) Power conservation through VFD panel & coal based ageing
10% and saved the cost. furnace modifications.
iv) Installed VFD for the feeding lines of small pack filling ii) Conversion of Boiler burner from Furnace Oil to CNG.
machines.
iii) To adopt new energy efficient blending technology for
v) Installed VFD for 300CFM air compressor and saved the blending operations.
unloading power.
iv) To modify condensate recovery system and its storage to
vi) Installed 40KVA lighting saver unit and saved the cost. minimize energy losses.
vii) Condensate tanks lifted above the ground to reduce the v) Replacement of inefficient light fittings with the efficient/
heat losses, also condensate recovery increased from 59% energy conservation light fittings in the plant.
to 74%.
vi) To install VFD on Air Compressors to optimize energy
viii) Automation carried out for blending operation so as to consumption. To start Compressed air audit to reduce
optimize the blending mixing time. wastage of compressed air and thus save energy.
ix) Specific power consumption of Air compressor reduced by vii) Automation of filling lines with timers for the Filling pumps
converting from reciprocating to screw type compressor to reduce power consumption.
with VFD and saved the cost.
viii) Investment proposed for up gradation of extrusion lines for
x) 30785 KWH solar power generated, reduced the carbon energy saving by converting DC system to AC system.
emissions.
ix) Replacing of Tubular machine by Skip machine for steel
xi) Rain water collected through water harvesting and used in
20 stranding.
the boiler for steam generation.
x) Installation of screw type air compressor in place of
Cable Division: existing reciprocating compressor to reduce the power
consumption.
i) Power trading carried out during the year resulted into
achievement of Incentive in the power bill. xi) Savings in air compressor load by proper positioning of
suction filters.
ii) Maintained power factor above 0.98 through the year to
optimize power consumption. xii) Replacement of inefficient light fittings with the efficient
energy conservation light fittings in the plant.
iii) Introduced A.C. VFD drive at 150mm extruder, 30-Bobbin
laying up machine, 37-stranding machine, CV line capstan xiii) To improve the pumping efficiency in the plant.
& take-up, Printing Line-1 Take-Up to reduce power xiv) Lighting saver unit of capacity 75KVA to be installed to save
consumption. the lighting power.
iv) Overhauling of old equipments to improve productivity 3) Impact of measures at (1) and (2) above:
and reduce power consumption. i) Electrical energy savings.
v) Rectification of steam leakages thereby reducing ii) Less failure of equipments / motors.
consumption of Natural gas.
iii) More up time resulting into more productivity.
vi) E-beam & Elasto plant underground soft water circulation
iv) Reduction in furnace oil consumption.
system modified without affecting the water quality to
4) Total Energy Consumption and Energy Consumption per unit of production:
(A) Power and Fuel Consumption:
(i) Electricity:
2013-14 2012-13
(a) Purchased units 39,666,580 38,372,700
Total Amount (H/crore) 21.97 20.76
Rate/Unit (H) 5.54 5.41
(b) Own Generation

Through Diesel Generator (Units) 419,336 1,153,968
Average Units generated per liter of diesel oil 2.75 2.46
Average Cost of Unit (H) 19.90 16.67
(ii) Furnace Oil:

Quantity (Kl.) 7,026 8,157

Total Amount (H/crores) 28.77 32.48
Average Rate/Kl. (H) 40,946 39,822
(iii) Natural Gas:

Quantity (M3) 1,138,435 374,335
Total Amount (H/crores) 4.53 1.33
Average Rate/M3. (H) 39.79 35.43

21
(B) Consumption per unit of production (Average per unit consumption on total production of each division is included in the
table below):
2013-14 2012-13
Electricity Furnace Oil Natural Gas Electricity Furnace Oil Natural Gas
(Units) (liters) (M3) (Units) (liters) (M3)
(i) Refinery Division :
Per KL output of Oil 8.16 1.15 – 8.46 1.29 –
(ii) Conductors Division :
Per MT output of Aluminum/Alloy 192 63 7 209 71 8
Conductors
(iii) Cable Division:
Per Km. of cable 125 – 101 133 – 135
Reasons for change in consumption: change in Product mix

II. Technology Absorption and Research & fiber optics, tactical fiber optics, electron beam irradiated
Development solar and windmill cables, heavy and low tow cables for
1. RESEARCH AND DEVELOPMENT (R&D): Indian Navy etc.
(i) Specific areas in which R & D is carried out by the Company: (ii) Benefits derived as a result of the R&D:
a) Development of new types of up-rating conductors, a) New product development for up-rating and 4th generation
with utility in re-conductoring with enhanced power specialized high performance conductor.
transmission capacity. Al-59, TAL, STAL developed and b) Product accepted by the customer.
has been commercially produced. Development and
c) Commercial production has been commenced.
commercial production and execution of GZTACSR and
d) Benefits in Custom Duty, Central Excise and Income Tax.
ACCC Conductors.
e) Commercial Orders received for under water cables and
b) Critical type testing of GZTACSR and ACCC conductors at
thin wall elastomeric cables and its successful execution
foreign laboratories for reliability and validation.
has opened up good opportunities during the year. Other
c) Set-up of Independent laboratory with NABL accreditation
products have also reached stage for commercial ordering.
for testing and research of conductor properties with
additional set-up for complete conductor testing for (iii) Future plan of action:
mechanical and electrical behavior of conductor at elevated a) Development of dull finish conductor for the new markets.
temperature. b) Set-up of additional special test facility which are limited

d) Adopted licensed software PLS-CAD lite for design and globally and constraint for our testing.
calculation of conductor characteristics. c) Set up facility for non-contact diameter measuring to
e) Created dedicated technical team for conductor and line improve process and quality and reducing cost.
designing and solutions to customers. d) Design and Development of hardware for OHTL.
f) In-line Eddy current system for flaw detection in Aluminum e) To continue to carry on the R&D activity and try to absorb it
alloy wire production towards defect free line materials. to reduce cost especially the E-beam cables.
22 g) R&D Oil unit (DSIR Recognised) has selectively carried out f) To further develop finer particle PTFE powder and explore
improvement in quality of specific lubricants. PTFE recycling business in the paint, printing ink, moulding
h) Extensive training is given to selected senior officers which applications etc.
has resulted in a scientific analysis of customer complaints to g) Development of 33 KV Elastomeric cables.
avoid repetition of the same in future.
h) Development of good quality rust preventive oils for
i) Both laboratories at Rabale and at Silvassa have been NABL industrial use.
accredited and Rabale laboratory surveillance audit is carried
out. (iv) Expenditure on R&D:
j) The Company has carried out research and development a) Capital = H0.67 crore
majorly in development of specialty elastomeric, XLPE, b) Revenue = H2.90 crore
foam compounds for electron beam irradiation, recycling of c) Total = H3.57 crore
PTFE scrap, thin wall automotive wires, PVC building wires, d) Total R&D Expenditure as a percentage of total turnover =
pressure tight cables, hybrid rubber cables with integrated 0.08%.
2. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION :
Technology imported (in last five years) Year of Import Has technology been
fully absorbed
License to use proprietary knowhow, formulae, trademarks and trade names relating 2013 Yes
to manufacture & sale of lubricating Oils, greases and other special Lubricants for
industrial, automotive and marine applications.
License to manufacture high performance conductor (ACCC) 2012 Being absorbed
III. Foreign Exchange Earnings and Outgo:

1. Activities related to exports:
Efforts are continuing to increase exports of all products.
2. Total Foreign Exchange used and earned:
(i) Total foreign exchange used: (H in crore)
2013-14 2012-13

(a) Raw Materials (CIF) 2,978.18 2,240.69
(b) Stores & Spares 1.72 0.36
(c) Capital Goods 14.21 13.76
(d) Others 59.79 66.27
3,053.90 2,321.08
23
(ii) Total foreign exchange earned: (H in crore)
2013-14 2012-13
(a) Physical Exports (FOB) 1,367.14 1,282.54
(b) Deemed Exports (eligible for export incentives) 14.25 0.09
(c) Others 56.52 93.18
1,437.91 1,375.81
Corporate Governance Report
Corporate Governance Philosophy than 50% Non-executive Directors and the Chairman, being
Apar Industries Limited (“the Company”) believes in conducting Non-Executive Director and Promoter, half of the total number
its affairs in a fair, transparent and professional manner and of Directors are Independent Directors. None of the Directors
maintaining the good ethical standards in its dealings with all its on the Board is a member on more than 10 committees and
constituents. chairman of more than five committees as specified in Clause 49
across all companies in which he is a director. All the members of
The Company is committed to follow good Corporate Governance
the Board are eminent individuals with excellent qualifications,
practices, which include having professional Directors on the
professional expertise and extensive experience, and they have
Board, adopting pragmatic policies, effective systems and
made outstanding contributions to the industry.
procedures and subjecting business processes to audits and
checks, compliant with the required standards. The Board periodically reviews the items required to be placed
before it as per Clause 49 of the Listing Agreement and in
The driving force behind the Company’s management is
particular reviews and approves quarterly / half-yearly unaudited
“Tomorrow’s progress today” and backed by “A culture of
financial statements and the audited annual accounts, corporate
high - tech practices and quality”. Apar’s quality policy for ISO-
strategies, business plans, annual budgets, projects and capital
9001 is “To satisfy customer needs and retain leadership by
expenditure. It monitors overall operating performance and
manufacturing and supplying quality products and services
reviews such other items which require Board’s attention. It
24 through continuous improvement by motivated employees”.
directs and guides the activities of the Management towards
The policies and actions of the Company are in line with the set goals and seeks accountability. It also sets standards of
the applicable guidelines on Corporate Governance with an corporate behaviour, ensures transparency in corporate dealings
endeavour to enhance value for shareholders. Pursuant to Clause and compliance with laws and regulations. The agenda for the
49 of the Listing Agreement of Stock Exchanges, the following Board Meeting covers items set out as guidelines in Clause
details are presented: 49 of the Listing Agreement to the extent they are relevant
and applicable. All agenda items are supported by relevant
Board of Directors information, documents and presentations to enable the Board
1. The Board of Directors is the apex body constituted by to take informed decisions.
the shareholders for overseeing the overall functioning of
the Company. The Board provides and evaluates the strategic 2. The Board of Directors meet at least four times a year with
direction of the Company, management policies and their maximum time gap of four months between any two meetings
effectiveness and ensures that the long-term interests of the to review the Company’s performance and financial results, and
shareholders are being served. The Board of Directors has more more often, if considered necessary.
3. The composition of the Board of Directors and details with regard to them are as follows as on 31st March, 2014:
Name of Directors Category No. of directorships No. of committee No. of committee
in other public memberships in other chairmanships in other
companies. * public companies public companies
Dr. N. D. Desai Chairman (Non- Executive) 1 – –
Dr. N. K. Thingalaya Non-Executive & Independent 1 2 2
Mr. F. B. Virani Non-Executive & Independent – – –
Mr. Kushal N. Desai Managing Director 1 1 1
Mr. C. N. Desai Joint Managing Director 1 1 –
Mr. H. N. Shah Non-Executive & Independent # 1 1 –
Mr. Rajesh Sehgal Non-Executive Director 1 2 –
Mr. Sanjiv Maheshwari Non-Executive & Independent @ – – –
* The directorships held by Directors as mentioned above do not include alternate directorships and directorships of foreign companies and
deemed public companies, Section 8 Companies Act, 2013 and private limited companies.
# Resigned with effect from close of the business hours on 30th May, 2014.
@ Resigned with effect from 29th May, 2014.
Note: Mr. Suyash Saraogi and Smt. Nina Kapasi have been appointed as Additional Directors to hold the office of Independent Director

with effect from 30th May, 2014.
No Director is related to any other Director on the Board in terms of the definition of ‘Relative’ given under the Companies Act, 1956
except Mr. Kushal N. Desai and Mr. Chaitanya N. Desai who are brothers and Dr. N. D. Desai who is their father.
4. During the FY 2013-14, four Board Meetings were held. The dates on which the Board Meetings were held are as follows:
May 31, 2013, August 8, 2013, October 25, 2013 and February 6, 2014.
25
General Meetings
The last Annual General Meeting (24th AGM) was held on August 8, 2013 at 2.30 P.M. at the auditorium of the Vanijya Bhavan, Central
Gujarat Chamber of Commerce, near GEB Head Office, Race Course, Vadodara – 390 007.
Following are the details of attendance of Directors at the aforesaid Board Meetings and AGM held during the financial year.
Name of Directors No. of Board Meetings held during No. of Board Last AGM attended
the tenure of the Directors Meetings attended
Dr. N. D. Desai – Chairman 4 4 Yes
Dr. N. K. Thingalaya 4 4 Yes
Mr. F. B. Virani 4 4 Yes
Mr. Kushal N. Desai 4 4 Yes
Mr. C. N. Desai 4 4 Yes
Mr. H. N. Shah # 4 4 Yes
Mr. Rajesh Sehgal 4 4 Yes
Mr. Sanjiv Maheshwari @ 4 4 Yes
@ Resigned with effect from 29th May, 2014.
Audit Committee
The Company has constituted an Audit Committee of Directors in accordance with the requirements of Section 292A of the Companies
Act, 1956 read with Clause 49 of the Listing Agreement. The Audit Committee includes three Independent Directors.
Term of Reference: (ii) Review and monitor the Auditor’s independence and
The Audit Committee acts as the link between the Statutory and performance, and effectiveness of audit process;
the Internal Auditors and the Board of Directors. (iii) Examination of the financial statement and the Auditors’
The broad terms of reference of the Audit Committee include, report thereon;
reviewing with the management, the quarterly / half-yearly and (iv) Approval or any subsequent modification of transactions of
annual financial results / statements, adequacy of internal control the company with related parties;
systems and internal audit functions, overseeing the Company’s (v) Scrutiny of inter-corporate loans and investments;
financial reporting process, recommending the appointment
(vi) Valuation of undertakings or assets of the company,
and removal of External and Internal Auditors, etc. In terms of the
wherever it is necessary;
Companies Act, 2013, the following terms of reference have also
(vii) Evaluation of internal financial controls and risk management
been included in the Audit Committee with effect from 30th May,
systems;
2014 over and above, the existing terms of reference:
(viii) Monitoring the end use of funds raised through public offers
(i) The recommendation for appointment, remuneration and
and related matters.
terms of appointment of Auditors of the company;
Composition: The composition of the Audit Committee and attendance of Directors at the Meetings are given hereunder:
During the FY 2013-14, four Audit Committee Meetings were held. The dates on which the Audit Committee Meetings were held are
as follows:
May 31, 2013, August 8, 2013, October 25, 2013 and February 6, 2014.
Name of Directors Category No. of Meetings held during No. of Meetings attended
the tenure of Director
Shri H. N. Shah# – Chairman Independent & Non-Executive 4 4
Dr. N. K. Thingalaya Independent & Non-Executive 4 4
26 Shri F. B. Virani Independent & Non-Executive 4 4

Shri Rajesh Sehgal Non-Executive 4 4
Note: At the Board Meeting held on 30th May, 2014 Audit Committee has been reconstituted Comprising of Dr. N. K. Thingalaya, as
Chairman, Shri F.B. Virani, Shri Rajesh Sehgal, Shri Kushal N. Desai, Shri Suyash Saraogi and Smt. Nina Kapasi as Members.
All the members on the Audit Committee have the requisite administration and other related matters of the Employee Stock
qualification for appointment on the Committee and possess Option Plan, the approval of remuneration payable to managerial
sound knowledge of finance, accounting practices and internal personnel in accordance with the provisions of Part II and Section
controls. II of Schedule XIII of the Companies Act, 1956 and under any
other law as also the following:
The representatives of the Statutory Auditors are permanent
invitees of the Audit Committee Meetings. They have attended i. Identifying the persons who are qualified to become
all the meetings during the year. Directors and who may be appointed in Senior Management
in accordance with the criteria laid down, recommend to
Nomination and Compensation-cum-Remuneration
the Board their appointment and removal and carrying out
Committee:
evaluation of every Director’s performance;
The existing Compensation-cum-Remuneration Committee
ii. Formulating the criteria for determining qualifications, positive
was reconstituted and re-designated as Nomination and
attributes and independence of a director and recommend
Compensation-cum-Remuneration Committee with effect from
to the Board, a policy, relating to the remuneration for the
30th May, 2014.
Directors, key Managerial Personnel and other employees.
Terms of Reference: The broad terms of reference of the
Composition: Compensation-cum-Remuneration Committee
reconstituted and re-designated Nomination and Compensation-
of the Board consists of four Directors, Viz. Dr. N. K. Thingalaya -
cum-Remuneration Committee include, over and above the
Chairman, Shri H. N. Shah, Shri F. B. Virani and Shri Rajesh Sehgal.
During the FY 2013-14, before its reconstitution and renaming, Compensation-cum-Remuneration Committee meeting was held on
31st May, 2013.
Name of Directors Category No. of Meetings held during No. of Meetings attended
the tenure of Director
Dr. N. K. Thingalaya - Chairman Independent & Non-Executive 1 1
Shri H. N. Shah # Independent & Non-Executive 1 1
Shri F. B. Virani Independent & Non-Executive 1 1
Shri Rajesh Sehgal Non-Executive 1 1
Note: At the Board Meeting held on 30th May, 2014 the existing Compensation-cum-Remuneration Committee was reconstituted and
re-designated as Nomination and Compensation-cum-Remuneration Committee. The said Committee comprises Dr. N.K.Thingalaya, as
Chairman, Shri F.B. Virani, and Shri Rajesh Sehgal as Members.
Remuneration policy, details of remuneration and other terms of appointment of Director:

The remuneration policy of the company is directed towards rewarding performance, based on review of achievements on a periodical basis.
The remuneration policy is in consonance with the existing industry practices.
Details of remuneration paid to all the Directors :

1. The Non-executive Directors receive the sitting fees for attending the Board and Committee Meetings, as the case may be;
2. The break-up of remuneration paid / payable to the Managing Directors for the FY 2013-14 is as under:
Name of Directors Mr. Kushal N. Desai Mr. C. N. Desai
Position Managing Director Joint Managing Director
Salary (H) 4,074,776 3,944,213
Commission (H) 10,780,253 10,780,253
Perquisites / Allowances (H) 2,338,907 2,531,377
Total (H) 17,193,936 17,255,843 27
Stock Option Granted (Nos.) Nil Nil
Service Contract 3 years from 01/01/2012 to 31/12/2014 3 years from 01/01/2012 to 31/12/2014
Notice Period 1 Month 1 Month
3. In terms of Section 309(1) of the Companies Act, 1956, Dr. N. D. Desai, a Non-Executive Chairman has been paid H5,100,000 including
monetary value of facilities during the period from April 1, 2013 to March 31, 2014 for his professional services to the Company
towards his fees and H10,780,253 as commission;
4. In terms of Section 309(1) of the Companies Act, 1956, Shri H. N. Shah, a Non-executive Professional Director has been paid for his
professional services to the Company H3,300,000 towards his fees including monetary value of facilities during the period from April
1, 2013 to March 31, 2014
The professional fees of above two directors have been fixed by the Board after considering their professional expertise and
experience in the respective fields, loyalty and professional fees structure prevalent in the industry;
5. Remuneration paid to Non-Executive Directors for attending the meetings of Board of Directors and Committees is given below:
Name of Directors Sitting Fees (Gross) (H) No. of Equity Shares held in the Company No. of Stock Options granted
Dr. N. D. Desai 1,32,500 7,539,733* Nil
Dr. N. K. Thingalaya 1,27,500 – 4,000**
Mr. F. B. Virani 1,27,500 7,500 4,000**
Mr. H. N. Shah 1,87,500 2,970 7,500**
Mr. Sanjiv Maheshwari 80,000 582 Nil
* Includes shares held as Trustee ** Of these, 2/3rd of the Options lapsed.
Share Transfer and Shareholders’ Grievance-cum-Stakeholders Relations Committee :
The existing Share Transfer and Shareholders’ Grievance Committee was reconstituted and re-designated as Share Transfer and
Shareholders’ Grievance-cum-Stakeholders Relations Committee with effect from 30th May, 2014.
Terms of Reference: This Committee was constituted with the objective of overseeing the redressal of investors’ complaints pertaining to
transfers/transmission of shares, issue of duplicate share certificates, non-receipt of dividend/interest, dematerialisation (Demat) of shares,
and all other related matters concerning investors and to consider and resolve the grievances of Security- holders of the Company.
Composition: The Share Transfer & Shareholders’ Grievance Committee before its reconstitution and re-designation met three times
during the financial year, i.e. on May 31, 2013, October 25, 2013 and February 6, 2014.
The composition of Committee and attendance of Directors at these meetings are given bellow:
Name of Directors Category No. of Meetings held No. of Meetings attended by Directors
Dr. N. D. Desai – Chairman Non-Executive Director 3 3
Mr. C. N. Desai Executive Director 3 3
Mr. H. N. Shah # Independent & Non- Executive 3 3
Note : At the Board Meeting held on 30th May, 2014, existing Share Transfer and Shareholders’ Grievance Committee was reconstituted
and re-designated as Share Transfer and Shareholders’ Grievance-cum-Stakeholders Relations Committee comprising of Dr. N. D. Desai,
as Chairman, Shri C. N. Desai and Shri Suyash Saraogi as Members.
Share Transfer System 1. Dr. N. D. Desai, Chairman

1. The Board of Directors has delegated the power of approval of 2. Shri F. B. Virani, Independent Director
share transfers to the Company Secretary and Deputy Secretary 3. Shri C. N. Desai, Joint Managing Director
of the Company jointly, who approve the share transfers regularly
28 on a fortnight basis, and gist of the transfers are placed before the Terms of Reference:
Share Transfer & Shareholders’ Grievance Committee, periodically. The broad terms of reference of the Corporate Social Responsibility
(CSR) Committee are :
Compliance Officer:
(a) Formulate and recommend to the Board, a Corporate Social
Mr. Sanjaya Kunder, Company Secretary,
Responsibility Policy, which shall include the activities to be
Apar Industries Limited,
undertaken by the Company as specified in Schedule VII of
Apar House, Corporate Park,
the Act;
Sion-Trombay Road, Chembur, Mumbai – 400 071.
(b) Recommend the amount of expenditure to be incurred on
2. Status of complaints for the period April 1, 2013 to March 31, the activities referred to in clause (a) and;
2014.
(c) Monitor the Corporate Social Responsibility Policy of the
1. No. of complaints received 1 Company from time to time.
2. No. of complaints resolved 1
3. No. of complaints not solved to the satisfaction Nil Risk assessment and minimisation procedures
of the investors as at 31st March, 2014. The Company has laid down procedure to inform the Members
4. Complaints pending as at 31st March, 2014. Nil of the Board about the risk assessment and minimisation
5. No. of share transfers pending for approval as Nil procedures. These procedures are periodically placed and are
at 31st March, 2014. reviewed by the Audit Committee and Board of Directors.
Corporate Social Responsibility (CSR) Committee:
In terms of the provisions of Section 135(1) of the Companies
Auditors’ Certificate on Corporate Governance
The Company has obtained a Certificate from the Auditors of
Act, 2013, the Company has constituted Corporate Social
the Company regarding compliance with the provisions relating
Responsibility (CSR) Committee with effect from 30th May, 2014.
to Corporate Governance prescribed by Clause 49 of the Listing
The said Committee consists of the following Directors: Agreement with Stock Exchanges, which is attached herewith.
Disclosures:
a) General Body Meeting:
The details of the last three Annual General Meetings (AGM) of shareholders of the Company held are as under:
i. Annual General Meetings (AGM):

AGM Date & Time Location Details of special resolutions
24th August 8, 2013 The auditorium, No special resolution.
at 2.30 P.M. Vanijya Bhavan,
Central Gujarat Chamber of
Commerce, Race Course Circle,
Vadodara – 390 007.
23rd November 9, 2012 The auditorium, 1. Re-appointment of Mr. Kushal N. Desai as Managing Director and
at 12.00 noon Vanijya Bhavan, Chief Executive Officer of the Company for a period of three years
Central Gujarat Chamber of from 1st January, 2012 to 31st December, 2014 and payment of
Commerce, Race Course Circle, remuneration and commission.
Vadodara – 390 007.
2. Re-appointment of Mr. Chaitanya N. Desai as Joint Managing
Director of the Company for a period of three years from 1st January,

2012 to 31st December, 2014 and payment of remuneration and
commission.
22nd August 24, 2011 The auditorium, No special resolution.
at 10.30 A.M. Vanijya Bhavan,
Central Gujarat Chamber of
Commerce, Race Course Circle,
Vadodara – 390 007. 29
b) Related party transactions: newspaper. Financial Results of the Company are displayed
The details of all significant transactions with related parties on the Company’s website: www.apar.com
are periodically placed before the Audit Committee. The
f ) Management Discussion & Analysis is covered under the
relevant details of all transactions with related parties given
separate head of the Directors’ Report of 2013-2014.
in Note No. 35 of the audited Accounts for the FY 2013-
g) The Company has complied with mandatory requirement
14, form a part of this report also. There are no materially
of Corporate Governance provisions and has not adopted
significant related party transactions of the Company, which
non-mandatory requirements except that the Non-
have potential conflict with the interests of the Company at
Executive Chairman is entitled to maintain Chairman’s Office
large. These transactions were entered in the ordinary course
at Company’s expense and allowed re-imbursement of
of business and on arms length basis.
expenses incurred in performance of his duties.
c) The Company has complied with the requirements of h) Reconciliation of Share Capital Audit (RSCA) :
regulatory authorities on capital markets and no penalties or A qualified practicing Company Secretary carried out on
strictures have been imposed on it during the last three years. quarterly basis, a Reconciliation of Share Capital Audit (RSCA)
to reconcile the total dematted share capital with National
d) The statutory financial statements of the Company are non-
Securities Depository Limited (NSDL) and Central Depository
qualified.
Services (India) Limited (CDSL) and physical share capital
e) Means of communication: with the total issued and listed share capital. The RSCA Report
Quarterly / Half-Yearly / Yearly Financial Results: Generally confirms that the total issued/paid up capital is in agreement
published in Gujarat edition of The Business Standard, with the total number of shares in physical form and the total
an English daily newspaper and Loksatta a Gujarati daily number of dematerialized shares held with NSDL and CDSL.
GENERAL INFORMATION:
1. Annual General Meeting :
Day, Date and Time : Friday, August 1, 2014 in the Conference Room, Gujarat Employers’
Organisation (GEO), Trident Complex, D-wing, 34-35, 3rd Floor, opp. Geri,
Race Course, Vadodara 390 007.
2. Financial Calendar for 2014-15 :
Financial year ending : 31st March.
First Quarter Results (June, 2014) : On or before 14th August, 2014.
Half-Yearly Results (September, 2014) : On or before 14th November, 2014.
Third Quarter Results (December, 2014) : On or before 14th February, 2015.
Approval of Annual Accounts (2014-15) : On or before 30th May, 2015.
3. Book Closure Dates : Saturday, 26th July, 2014 to Friday, 1st August, 2014 (both days inclusive).
4. Dividend Payment : Dividend Warrants will be dispatched after the AGM, but before the expiry of
statutory period of 30 days from the date of the AGM.
5. Registered Office : 301, Panorama Complex, R. C. Dutt Road, Vadodara 390 007.
6. Listing of Shares on the Stock Exchanges : The Equity Shares of the Company are listed on –
- BSE Ltd. (BSE) - Scrip Code No. 532259
Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001.
- National Stock Exchange of India Limited (NSE) - Scrip Code - APARINDS
“Exchange Plaza”, Bandra- Kurla Complex, Bandra (E), Mumbai – 400 051.
30 The Company has paid the due listing fees to both the Stock Exchanges.
7. Stock price data for the financial year April, 2013 to March, 2014 prevailed at the BSE Ltd. (BSE) and National Stock Exchange of
India Ltd. (NSE):
BSE NSE
Year Month
High (H) Low (H) Monthly Volume High (H) Low (H) Monthly Volume
2013 April 123.60 109.25 80,406 123.30 108.00 248,027
May 138.80 111.60 189,558 139.40 112.00 400,359
June 129.40 107.55 51,224 129.50 107.35 241,101
July 112.50 95.05 50,155 118.80 94.60 196,490
August 99.15 83.00 366,543 106.25 82.35 103,626
September 107.00 85.60 24,361 93.40 85.05 83,808
October 119.90 86.10 1,487,888 119.50 85.00 615,947
November 130.00 113.40 117,893 128.85 114.00 231,909
December 158.70 120.55 208,975 159.00 122.80 429,591
2014 January 166.00 129.20 204,331 161.90 128.05 444,685
February 139.00 110.05 198,701 138.00 110.60 510,944
March 146.90 121.00 191,221 146.90 121.00 440,370
8. Stock performance :
I) The performance / movement of price of the Company’s Equity Share as compared to NSE Nifty Index is given in the chart below:
250 6750
Low
High
Nifty 6508.00
225 6500
6246.86 6223.25
200 6250
6064.52 6083.87
6127.73
6098.74
Apar's Share Price
175 6000
5909.41
161.90
NSE Nifty
159.00
5782.07 5797.47
150 5750
139.40 146.90
5699.76
129.50 128.05 138.00
128.85
125 5510.43 5500
118.80
123.30 112.00 122.80
119.50 121.00
107.35 106.25 114.00

110.60
108.00
100 94.60 5250
93.40
82.35
85.05 85.00
75 5000
4
3
13
3
3
13
14
13
13
3
13
14
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31
9. Registrar for Share Transfer and : *MCS Share Transfer Agent Limited
Depository Neelam Apartment,
88, Sampatrao Colony, Chhapan Bhog, Alkapuri, Vadodara – 390 007.
Ph. Nos. (0265) 2339397, 2350490
Fax No. (0265) 2341639
E-mail: mcsltdbaroda@yahoo.com & mcsvadodara@rediffmail.com
* Registrar and Share Transfer activities of the Company have been shifted from MCS Limited to MCS Share Transfer Agent Limited with effect
from 23rd December, 2013. The Company and the said MCS Share Transfer Agent Limited, Vadodara have entered into the fresh agreement i.e.
Memorandum of Understanding (MOU) with effect from 23rd December, 2013.
10. Distribution of Shareholding as at 31st March, 2014:

Range of Equity Shares No. of Equity Shareholders % of Equity Shareholders No. of Equity Shares held % of Shareholding
1 - 500 26,039 95.93 1,314,903 3.42
501 - 1,000 528 1.94 401,225 1.04
1,001 - 2,000 281 1.03 413,642 1.08
2,001 - 3,000 81 0.30 204,797 0.53
3,001 - 4,000 45 0.17 158,712 0.41
4,001 - 5,000 30 0.11 140,720 0.37
5,001 - 10,000 70 0.26 490,356 1.27
10,001 - 50,000 51 0.19 950,409 2.47
50,001 - 100,000 7 0.02 585,838 1.52
100,000 and Above 13 0.05 33,809,829 87.89
Total 27,145 100.00 38,470,431 100.00
11. Shareholding Pattern as at 31st March, 2014:
Category No. of Equity Shares held % Holding
Promoters / Persons Acting in concert 24,043,427 62.49
Banks, Financial Institutions and Insurance Companies 409 0.00
Mutual funds 2,223,399 5.78
Foreign Institutional Investors 1,995,647 5.19
NRIs / OCBs 97,356 0.25
Corporate Bodies 1,187,593 3.09
Resident Individuals 3,951,099 10.28
Foreign Investors (Templeton Strategic Emerging Markets Fund III, L.D.C. 4,971,501 12.92
and Shinny Limited, Mauritius – CLSA Group)
Total 38,470,431 100.00
12. Dematerialization of Shares and liquidity:

As at March 31, 2014 approx. 99.35% of total Equity Share Capital is held in electronic form with National Securities Depository Ltd.
(NSDL) and Central Depository Services (India) Ltd. (CDSL). The Company’s Equity Shares are compulsorily traded in the electronic form
at the Stock Exchanges. Requests for dematerialisation of shares are processed and confirmed to NSDL and CDSL by the Registrar, MCS
Share Transfer Agent Limited. The Equity Share ISIN is INE372A01015.
13. Transfer of Unclaimed / Undelivered Equity Shares of the Company into “Demat Suspense Account” :
The Company has transferred the Unclaimed / Undelivered Equity Shares in terms of Clause 5A II of the Listing Agreement of the Stock
Exchanges into “Demat Suspense Account” opened for the purpose pursuant to Securities and Exchange Board of India (SEBI) circular
32 dated 16-12-2010. The details of Unclaimed / Undelivered Shares in the “Demat Suspense Account” as on March 31, 2014 is as follows:
Sr. No. Description No. of Cases No. of Shares

i) Aggregate number of shareholding and the outstanding shares in the Unclaimed
Suspense Account at the beginning of the year i.e. April 1, 2013.
- On 16.01.2014 1,485 10,053
- On 28.03.2014 1,360 23,863
2,845 33,916
ii) Number of shareholders who approached the Company for transfer of shares from 1 4
the Unclaimed Suspense Account during the year 2013-2014.
iii) Number of shareholders to whom shares were transferred from the Unclaimed 1 4
Suspense Account during the year 2013-2014.
iv) Aggregate number of shareholders and the outstanding shares lying in the 2,844 33,912
Unclaimed Suspense Account at the end of the year i.e. March 31, 2014.
The voting rights in respect of the said shares will be frozen till the time rightful owner claims such shares.
14. Cost Audit :

The Cost Auditors appointed by the Company under Section 233B of the Companies Act, 1956 have submitted their Cost Audit Reports
for the Financial Year ended 31st March, 2013. The said Cost Audit Reports were filed in XBRL mode with MCA Authorities on 25th
September, 2013 (due date of filing was 30th September, 2013).
The due date for filing the Cost Audit Reports for the financial year ended 31st March, 2014 is 30th September, 2014
15. Employee Stock Options :
A total of 175,150 Options have been granted. Each Option, upon exercise of the same, would give rise to one equity share of H10/- each
fully paid up. The Details of the Options granted / vested are as under:
Date of Grant (the Options granted on January 23, 2008 at H259.75 were May 27, 2008
cancelled and subsequently, fresh same number of Options granted on
May 27, 2008 at exercise price of H207.05 per Option)
Total Options granted 175,150
Date of vesting of Options May 27, 2009
(1/3rd of the above Options granted)
May 27, 2010
(further 1/3rd of the above Options granted)
May 27, 2011
(Balance 1/3rd of the above Options granted)
Total Options vested 175,150
Total Options lapsed 139,407
# No employee has exercised any Option granted to him / her.

16. Plant locations :
Divisions Locations
a) Conductors Division a) Silvassa*
b) Oil Division b) Rabale and Silvassa*
c) Cable Division c) Umbergaon and Khatalwad (Gujarat)
* Union territory of Dadra and Nagar Haveli
33
17. Address for communication : Shareholders’ Grievances / Correspondence should be
addressed to the Company at the Registered Office of
the Company at 301, Panorama Complex, R. C. Dutt
Road, Vadodara - 390 007.
Ph. (0265) 2331935, 2339906
Fax (0265) 2330309.
E-mail :
Investor Grievance Redressal cell : com_sec@apar.com
Declaration regarding compliance by Board Members and Senior
Management Personnel with the Company’s Code of Conduct
This is to confirm that the Company has adopted a Code of Conduct for its employees and Directors. The said Code is available on the
Company’s website.
I confirm that the Company has in respect of the financial year ended March 31, 2014, received from the Senior Management Team of
the Company and the Members of the Board, a declaration of compliance with the Code of Conduct as applicable to them.
For the purpose of this declaration, Senior Management Team means the Chief Financial Officer, the Company Secretary and all Vice
Presidents and Functional Heads of the Company as on March 31, 2014.
Place : Mumbai Kushal N. Desai

Date : 30th May, 2014. Managing Director and CEO
Auditors’ Certificate
To
The Members
301, Panorama Complex,
R.C. Dutt Road,
Varodara – 390 007.
34
Dear Sirs,
We have examined the compliance of conditions of Corporate Governance by Apar Industries Limited, for the year ended 31st March,
2014, as stipulated in Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a
review of the procedures and implementations thereof, adopted by the Company for ensuring compliance with the conditions of
Corporate Governance as stipulated in the said clauses. It is neither an audit nor an expression of opinion on the financial statements
of the Company.
In our opinion and to the best of our information and according to the explanations given to us and the representations made by the
Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated
in Clause 49 of the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.
SHARP & TANNAN

Chartered Accountants
Firm’s Registration No.109982W
by the hand of
MILIND P. PHADKE
Partner
Mumbai, 30th May, 2014 Membership No.033013
Financial Section
35

Independent Auditors’ Report
To the Members of
Report on the Financial Statements (a) in the case of the Balance Sheet, of the state of affairs of the
We have audited the accompanying financial statements of Apar Company as at 31st March, 2014;
Industries Limited (the ‘Company’), which comprise the Balance (b) in the case of the Statement of Profit and Loss, of the profit for
Sheet as at 31st March, 2014, the Statement of Profit and Loss and the year ended on that date; and
the Cash Flow Statement for the year then ended, and a summary
(c) in case of the Cash Flow Statement, of the cash flows for the year
of significant accounting policies and other explanatory information.
ended on that date.
Management’s Responsibility for the Financial Statements Report on Other Legal and Regulatory Requirements
Management is responsible for the preparation of these financial 1. As required by the Companies (Auditor’s Report) Order,
statements that give a true and fair view of the financial position, 2003 and as amended by the Companies (Auditor’s Report)
financial performance and cash flows of the Company in accordance (Amendment) Order, 2004 (together the ‘Order’) issued by the
with the accounting standards referred to in Section 211(3C) of the Central Government of India in terms of Section 227 (4A) of the
Companies Act, 1956 read with the General Circular No.15/2013 Companies Act, 1956, we give in the Annexure, a statement on
dated 13th September, 2013 of the Ministry of Corporate Affairs with the matters specified in Clauses 4 and 5 of the Order.
respect to Section 133 of the Companies Act, 2013. This responsibility
2. As required by Section 227(3) of the Companies Act, 1956, we
includes the design, implementation and maintenance of internal
report that:
control relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material (a) we have obtained all information and explanations, which
misstatement, whether due to fraud or error. to the best of our knowledge and belief were necessary for
the purposes of our audit;
Auditor’s Responsibility (b) in our opinion, proper books of account as required by
Our responsibility is to express an opinion on these financial law have been kept by the Company, so far as appears from
statements based on our audit. We conducted our audit in our examination of those books;
accordance with the Standards on Auditing issued by the Institute (c) the Balance Sheet, the Statement of Profit and Loss and
36 of Chartered Accountants of India. Those Standards require that we the Cash Flow Statement dealt with by this report are in
comply with ethical requirements and plan and perform the audit to agreement with the books of account;
obtain reasonable assurance about whether the financial statements
(d) in our opinion, the Balance Sheet, the Statement of
are free from material misstatement.
Profit and Loss and the Cash Flow Statement comply with
An audit involves performing procedures to obtain audit evidence the accounting standards referred to in Section 211 (3C)
about the amounts and disclosures in the financial statements. The of the Companies Act, 1956 read with the General Circular
procedures selected depend on the auditor’s judgment, including No.15/2013 dated 13th September, 2013 of the Ministry
the assessment of the risks of material misstatement of the financial of Corporate Affairs with respect to Section 133 of the
statements, whether due to fraud or error. In making those risk Companies Act, 2013; and
assessments, the auditor considers internal control relevant to (e) on the basis of the written representations received from
the Company’s preparation and fair presentation of the financial directors of the Company as on 31st March, 2014, and
statements in order to design audit procedures that are appropriate taken on record by the Board of Directors, we report that
in the circumstances, but not for the purpose of expressing an none of the directors is disqualified as on 31st March, 2014,
opinion on the effectiveness of the Company’s internal control. An from being appointed as a director in terms of Section 274
audit also includes evaluating the appropriateness of accounting (1)(g) of the Companies Act, 1956.
policies used and the reasonableness of the accounting estimates
made by management, as well as evaluating the overall presentation
of the financial statements. SHARP & TANNAN
We believe that the audit evidence we have obtained is sufficient and Firm’s Registration No.109982W
appropriate to provide a basis for our audit opinion. by the hand of
Opinion
In our opinion, and to the best of our information and according MILIND P. PHADKE
to the explanations given to us, the financial statements give the Partner
information required by the Companies Act, 1956, in the manner Mumbai, 30th May, 2014 Membership No.033013
so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
Annexure to the Independent Auditors’ Report
(Referred to in Paragraph 1 of our report of even date)
(i) (a) The Company is maintaining proper records to show full (iv) In our opinion, and according to the information and
particulars, including quantitative details and situation of explanations given to us, there is adequate internal control
all fixed assets. system commensurate with the size of the Company and nature
(b) As explained to us, these fixed assets have been physically of its business, for the purchase of inventory and fixed assets and
verified by the management during the year, which in for the sale of goods and services. During the course of audit,
our opinion, is reasonable, considering the size of the
we have neither come across nor have been informed of any
Company and nature of its assets. The frequency of physical
continuing failure to correct major weaknesses in the internal
verification is reasonable and no material discrepancies
were noticed on such verification. control system.
(c) The Company has not disposed of any substantial part (v) (a) According to the information and explanations given to
of its fixed assets during the year, so as to affect its going us, we are of the opinion that the particulars of contracts
concern status. or arrangements that need to be entered in the register
maintained under Section 301 of the Companies Act, 1956,
(ii) (a) As explained to us, the inventories have been physically
have been entered.
verified by the management during the year. In our
opinion, the frequency of such verification is reasonable. (b) In our opinion and according to the information and
explanations given to us, the transactions made in

(b) As per the information given to us, the procedures
pursuance of such contracts or arrangements entered
of physical verification of inventory followed by the
in the register maintained under Section 301 of the
management are, in our opinion, reasonable and adequate
Companies Act, 1956 and exceeding the value of rupees
in relation to the size of the Company and the nature of its
five lakhs in respect of any party during the year, have been
business.
made at prices which are reasonable having regard to the
(c) The Company is maintaining proper records of inventory. prevailing market prices at the relevant time.
The discrepancies noticed on verification between the
(vi) The Company has accepted deposits from the public and in
physical stocks and the book records, which were not
our opinion and according to the information and explanations
material, have been properly dealt with in the books of
given to us, the directives issued by the Reserve Bank of India
37
account.
(iii) (a) According to the information and explanations given to and the provisions of Sections 58A, 58AA and other relevant
us, the Company has not granted any loans, secured or provisions of the Companies Act, 1956 and the rules framed
unsecured, to companies, firms and other parties covered thereunder, where applicable, have been complied with. We
in the register maintained under Section 301 of the are informed that no order has been passed by the Company
Companies Act, 1956. Accordingly, Clauses 4(iii) (b), (c) and Law Board or National Company Law Tribunal or Reserve Bank
(d) of the Order are not applicable to the Company. of India or any Court or any other Tribunal.
(b) According to the information and explanations given to us,
(vii) In our opinion, the Company has an internal audit system
the Company has taken unsecured loans from ten parties
commensurate with its size and nature of its business.
covered in the register maintained under Section 301 of
the Companies Act, 1956. The maximum amount of loans (viii) We have broadly reviewed the books of account and records
outstanding during the year and the year-end balances of maintained by the Company pursuant to the rules prescribed
such loans was H7.01 crore and H6.93 crore respectively. by the Central Government for the maintenance of cost records
(c) In our opinion and according to the information and under Section 209 (1) (d) of the Companies Act, 1956 in respect
explanations given to us, the rate of interest and other of manufacturing activities and are of the opinion that prima
terms and conditions of the loans taken by the Company,
facie the prescribed accounts and records have been made and
are prima facie, not prejudicial to the interest of the
maintained. The contents of these accounts and records have
Company.
not been examined by us.
(d) In our opinion and according to the information and
explanations given to us, the Company is regular in (ix) (a) According to the information and explanations given
repayment of principal and interest, where stipulations to us, in our opinion, the Company has been regular in
have been made. In cases where there are no stipulations depositing undisputed statutory dues including provident
and repayment of both principal and interest are stated at fund, investor education and protection fund, employees
call, the Company is regular in the payment of principal state insurance, income-tax, sales tax, wealth tax, service
and interest as and when demanded. tax, custom duty, excise duty, cess and other statutory
dues, as applicable, with the appropriate authorities. (b) According to the information and explanations given to
According to the information and explanations given to us and the records of the Company examined by us, the
us, no undisputed amounts were in arrears as at 31st particulars of sales tax, service tax, custom duty, excise
March, 2014, for a period of more than six months from duty, and cess as at 31st March, 2014, which have not
the date they become payable. been deposited on account of dispute, are as under:
Name of the Statute Nature of the Amount I. crore* Period to which the Forum where
disputed dues amount relates disputes are pending
The Central Sales Tax Act, 1956, Tax, interest 0.01 2003-04 Commercial Tax Officer
Local Sales Tax Acts and Works and penalty 2005-06
Contract Tax Act 2009-10
0.12 1998-99 Assistant Commissioner
2001-02 to
2003-04
0.02 2010-11 Deputy Commissioner

2011-12
6.29 2002-03 to Commissioner VAT
2009-10
0.01 2010-11 Appellate Authority
Commercial Tax
5.34 1998-99 and Tribunal
2008-09
38 0.15 2009-10 High Court
The Central Excise Act, 1944, Duty, service tax, 0.64 2004-05 to Commissionerate (Appeals)
the Customs Act, 1962 and interest and penalty 2010-11
Service tax under the Finance 5.56 1997-98 to CESTAT / Tribunal
Act, 1994 2000-01,
2004-05 to
2009-10,
2011-12 to
2012-13
2.50 1993-94, High Court
1998-99 to
2003-04,
2005-06 to
2006-07
5.30 1995-96 to Supreme Court
2001-02
(*net of pre-deposit paid in getting the stay / appeal admitted)
(x) The Company has no accumulated losses as at 31st March, (xvii) According to the information and explanations given to
2014 and it has not incurred cash losses in the financial us and on overall examination of the balance sheet of the
year ended on that date and in the immediately preceding Company, we report that no funds raised on short-term
financial year. basis have been used for long-term investments.
(xi) According to the information and explanations given to us (xviii)The Company has not made any preferential allotment of
and as per the records of the Company examined by us, the shares to parties and companies covered in the register
Company has not defaulted in the repayment of dues to maintained under Section 301 of the Companies Act, 1956,
banks. The Company did not have any outstanding dues to during the year. Accordingly, the Clause 4(xviii) of the Order
any financial institutions. The Company has not issued any is not applicable to the Company.
debentures. Accordingly, the Clause 4(xi) of the Order is not (xix) The Company has not issued any debentures during the year.
applicable to the Company. Accordingly, the Clause 4(xix) of the Order is not applicable
(xii) According to the information and explanations given to us, to the Company.
the Company has not granted any loans and advances on (xx) The Company has not raised any money by public issues
the basis of security by way of pledge of shares, debentures during the year. Accordingly, the Clause 4(xx) of the Order is

and other securities. Accordingly, the Clause 4(xii) of the not applicable to the Company.
Order is not applicable to the Company.
(xxi) During the course of our examination of books and records
(xiii) The provisions of any special statute applicable to chit fund of the Company, carried out in accordance with the generally
/ nidhi / mutual benefit fund / societies are not applicable to accepted auditing practices in India, and according to the
the Company. information and explanations given to us, we have neither
(xiv) In our opinion and according to the information and come across any instances of material fraud on the Company
explanations given to us, the Company is not dealing and no fraud by the Company, noticed or reported during
or trading in shares, securities, debentures and other the year, nor have we been informed of such case by the 39
investments. The Company has invested surplus fund management.
in mutual funds. According to the information and
explanations given to us, proper records have been made of
the transactions and contracts and timely entries have been
made therein. The investments in mutual funds have been
held by the Company in its own name.
SHARP & TANNAN
(xv) According to the information and explanations given to us,
the Company has not issued any guarantee for loans taken
Firm’s Registration No.109982W
by others from banks or financial institutions. Accordingly,
by the hand of
the Clause 4(xv) of the Order is not applicable to the
Company.
(xvi) In our opinion and according to the information and
MILIND P. PHADKE
explanations given to us, the Company has not given
Partner
guarantee for loans taken by others from banks or financial
Mumbai, 30th May, 2014 Membership No.033013
institutions. Accordingly, the Clause 4(xvi) of the Order is not
applicable to the Company.
Balance Sheet As at 31st March, 2014 ( I in crore )
Note As at As at
No. 31-March-14 31-March-13
EQUITY AND LIABILITIES
1. SHAREHOLDERS’ FUNDS:
(a) Share capital 2 38.47 38.47
(b) Reserves and surplus 3 568.30 521.73
606.77 560.20
2. NON-CURRENT LIABILITIES:
(a) Long-term borrowings 4 70.13 32.94
(b) Deferred tax liabilities (net) 5 22.53 10.95
(c) Other-long term liabilities 6 6.65 13.79
(d) Long-term provisions 7 2.85 2.58
102.16 60.26
3. CURRENT LIABILITIES:
(a) Short-term borrowings 8 707.99 940.32
(b) Trade payables 9 1,386.40 1,503.82
(c) Other current liabilities 10 97.26 117.19
(d) Short-term provisions 11 24.29 24.22
2,215.94 2,585.55
TOTAL 2,924.87 3,206.01
ASSETS
1. NON-CURRENT ASSETS:
(a) Fixed assets
(i) Tangible assets 12 334.66 239.62
(ii) Intangible assets 12 3.08 2.69
(iii) Capital work-in-progress 12 18.08 45.10
(iv) Intangible assets under development 12 - 0.28
40 355.82 287.69
(b) Non-current investments 13 28.49 28.49
(c) Long-term loans and advances 14 44.64 45.72
428.95 361.90
2. CURRENT ASSETS:
(a) Current investments 15 1.50 79.62
(b) Inventories 16 1,010.44 740.85
(c) Trade receivables 17 1,044.21 793.56
(d) Cash and bank balances 18 227.23 1,032.09
(e) Short-term loans and advances 19 164.19 131.46
(f ) Other current assets 20 48.35 66.53
2,495.92 2,844.11
TOTAL 2,924.87 3,206.01
Significant accounting policies 1
Contingent liabilities and commitments 31
The accompanying notes form an integral part of financial statements
As per our report attached For and on behalf of the Board of Directors
SHARP & TANNAN
Firm’s Registration No. 109982W
by the hand of
Milind P. Phadke Kushal N. Desai H. N. Shah V. C. Diwadkar Sanjaya R. Kunder

Partner Managing Director & Director Chief Financial Officer Company Secretary
Membership No. 033013 Chief Executive Officer
Mumbai, 30th May, 2014 Mumbai, 30th May, 2014
Statement of Profit and Loss for the year ended 31st March, 2014 ( I in crore )
Note No. 2013-14 2012-13
INCOME:
Revenue from operations (gross) 21 4,955.12 4,895.09
Less: Excise duty 471.92 362.90
Revenue from operations (net) 4,483.20 4,532.19
Other income 22 4.47 7.70
TOTAL REVENUE (i) 4,487.67 4,539.89
EXPENSES:
Cost of raw materials and components consumed 23 3,500.42 3,555.91
Purchases of stock-in-trade 24 77.35 29.33
Changes in inventories of finished goods, work-in-progress and stock-in-trade 25 (7.72) (19.70)
Employee benefits expense 26 59.17 51.81
Other expenses 27 585.57 621.12
Exceptional items 28 0.86 4.62
4,215.65 4,243.09
Less: Transfer to capital assets 3.51 1.67
TOTAL EXPENSES (ii) 4,212.14 4,241.42
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (EBITDA) (i-ii) 275.53 298.47

Depreciation and amortisation expense 26.89 23.86
Finance costs 29 145.81 134.31
PROFIT BEFORE TAX 102.83 140.30
TAX EXPENSES:
Current tax 23.48 39.00
Deferred tax 11.57 (0.86)
Taxes of earlier years (1.01) -
TOTAL 34.04 38.14
PROFIT FOR THE YEAR 68.79 102.16
Earnings Per Equity share (face value H10 each):
41
(a) Basic 30 17.88 26.56
(b) Diluted 17.88 26.56
Significant Accounting Policies 1
The accompanying notes form an integral part of financial statements
SHARP & TANNAN
by the hand of

Cash Flow Statement for the year ended 31st March, 2014
( I in crore )
2013-14 2012-13
A. Cash flows from Operating Activities :
Profit before taxes 102.83 140.30
Adjustments for:
(Profit)/loss on sale of fixed assets (net) 0.07 0.23
Unrealised exchange loss/(gain) 11.32 10.20
Investment written-off - 0.02
Profit on sale of investments (3.61) (1.56)
Dividend on investments (0.86) (6.14)
Interest income (net) (18.55) (7.45)
15.26 19.16
Operating profit before working capital changes in : 118.09 159.46
(Increase)/decrease in trade and other receivables (291.74) 28.53

(Increase)/decrease in inventories (269.59) (74.60)
Increase/(decrease) in trade and other payables (149.48) 330.30
(710.81) 284.23
Cash generated from/(used in) operations (592.72) 443.69
Direct taxes paid (net of refunds) (19.68) (28.71)
42 Net cash from/(used in) operating activities (612.40) 414.98
B. Cash flows from investing activities :
Purchase of fixed assets (100.02) (106.15)
Sale of fixed assets 5.81 0.79
Purchase of shares in subsidiary - (24.85)
Investment in Mutual funds (net) 81.73 (78.06)
Dividend received 0.86 6.14
Net cash from/(used in) investing activities (11.62) (202.13)
( I in crore )
2013-14 2012-13
C. Cash flows from financing activities :
Proceeds/(repayments) from/of fixed deposits (net) 3.25 (2.28)
Proceeds/(repayments) from short-term borrowings (227.66) 3.41
Proceeds/(repayments) of long-term borrowings 36.97 1.71
Interest received/(paid) - net 30.18 9.52
Dividend paid (20.15) (15.34)
Tax on dividends (3.43) (2.50)
Net cash from/(used in) financing activities (180.84) (5.48)
Net Increase/(Decrease) in cash and cash equivalents (A+B+C) (804.86) 207.37
Cash and cash equivalents at the beginning of year 1,032.09 824.58
Add: Transferred on amalgamation - 1,032.09 0.14
Cash and cash equivalents at the end of year 227.23 1,032.09

Notes :
1) Cash flow statement has been prepared under the indirect method as set out in the Accounting Standard (AS) 3 Cash Flow
Statements.
2) Purchase of fixed assets includes movement of capital work-in-progress during the year.
3) Cash and cash equivalents represents cash and bank balances and include margin money of H136.06 crore; (Previous year
H841.48 crore) and unrealised loss of H0.20 crore ; (Previous year H0.45 crore) on account of translation of foreign currency bank
balances.
4) Previous year’s figures have been regrouped wherever necessary. 43
SHARP & TANNAN
by the hand of

Notes Accompanying to the Financial Statements
Note 1 Significant Accounting Policies
1. Basis of Preparation of financial statements:-

The financial statements are prepared on accrual basis under the historical cost convention and comply in all material aspects with the
generally accepted accounting principles in India, the Accounting Standards prescribed under Section 211(3C) of the Companies Act,1956
and the applicable provisions thereof.
2. Use of estimates:-
The preparation of financial statements is in conformity with generally accepted accounting principles (‘GAAP’) which requires the
management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Any revision to
accounting estimates is recognised prospectively in current and future periods.
3. Fixed assets, Depreciation and Amortisation:-

(i) Fixed assets are stated at cost of acquisition / construction (net of CENVAT) less accumulated depreciation. Cost includes purchase
price and other costs attributable to acquisition / construction of fixed assets.
(ii) Depreciation on assets is provided at the rates and in the manner prescribed under Schedule XIV of the Companies Act, 1956 (except
as stated in (iii) below):
(a) On written down value method except in respect of building and plant and machinery purchased after 30.4.1987, which are
depreciated on straight line method.
(b) Capital Expenditure in respect of which ownership does not vest with the Company is amortized over a period of five years.
Leasehold land is amortized over the period of lease.
(c) Certain items of plant and machinery which have been considered to be continuous process plant by the management are
depreciated at the prescribed rates.
(d) In respect of Cable division all assets are depreciated on straight line method.
(iii) In the cases where the estimated useful life of the asset is less as compared to useful life estimated in Schedule XIV of the Companies
44 Act, 1956, such assets are depreciated at rates higher than those prescribed under Schedule XIV of the Companies Act, 1956.
Asset Rate
Factory building at Nalagarh Over the lease period of 8 years
(iv) In respect of assets costing less than H5,000 each and temporary structures, 100% depreciation is provided in the year of addition.
(v) Borrowing costs attributable to acquisition/construction of qualifying assets within the meaning of the Accounting Standard (AS) 16
on ‘Borrowing Costs’ are capitalised as a part of the cost of fixed assets.
(vi) Pre-operation expenses including trial run expenses (net of revenue) are capitalised.
4. Impairment of assets: -
The Company assesses, at each balance sheet date, whether there is any indication of impairment of the carrying amount of the Company’s
assets. An impairment loss is recognised in the Statement of profit and loss wherever the carrying amount of the assets exceeds its
estimated recoverable amount. The recoverable amount is greater of the net selling price and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value, based on an appropriate discounting factor. Impairment losses are
recognised in the Statement of profit and loss.The impairment loss recognised in prior accounting period is reversed if there has been
change in recoverable amount.
5. Investments: -
All long-term investments are stated at cost. Provision for diminution in value of long- term investments is made if it is other than temporary
in nature. Current investments are valued at lower of cost and market value.
6. Inventories :-
Inventories are valued at lower of standard cost or net realizable value. Cost includes material cost, cost of labour and attributable
manufacturing overheads. Cost of materials is arrived at on weighted average basis. Inventory of scrap is valued at estimated realisable
value. Inventories of finished goods include excise duty as applicable.
7. Government grants: -
(i) Government grants are recognised in the financial statements when they are received and there is reasonable assurance that the
Company will comply with the conditions attached to them.
Note 1 Significant Accounting Policies (Contd.)
(ii) Government grants, which are in the nature of refundable interest free loans received from government/semi-government authorities,
are credited to secured/unsecured loans.
(iii) Government grants which are in the nature of subsidies received from government/semi-government authorities and which are non-
refundable are credited to reserves.
8. Employee stock options:-

In respect of the employee stock options, the excess of fair price on the date of grant over the exercise price is recognised as deferred
compensation cost amortized over vesting period.
9. Voluntary retirement schemes:-

Compensations paid under voluntary retirement schemes are amortized over a period not exceeding 5 years, up to 31st March, 2010. The
expenses incurred after 31st March, 2010 are charged to Statement of profit and loss.
10. Enterprise resource planning cost:

Cost of implementation of ERP Software including all related direct expenditure is amortized over a period of 5 years on successful
implementation.

11. Share issue expenses:
Share issue expenses are written off against share premium account if any or amortized over a period of 5 years.
12. Revenue recognition: -

(i) Sale of goods is recognised on despatch to customers and on date of shipment in case of exports. Sales exclude amounts recovered
towards sales tax and excise duty and is net of returns.
(ii) In respect of service activities, income is recognised as and when services are rendered.
(iii) Price variation claims are accounted in accordance with the terms of contract and/or upon admittance by customers.
(iv) Dividend income on investment is recognised when the right to receive payment is established.
45
(v) Lease rental on operating lease is accounted on accrual basis.
13. Post-employment benefits:

Defined Contribution Plans: In respect of the Company’s provident fund scheme, the Company makes specified monthly contributions
towards employee provident fund directly to the Government under the Employees Provident Fund Act, 1952 and is not obliged to bear
the shortfall, if any, between the return on investments made by the Government from the contributions and the notified interest rate.
In respect of the Company’s approved superannuation scheme, the Company makes specified contributions to the superannuation fund
administered by the Company and the return on investments is adequate to cover the commitments under the scheme. The Company’s
contribution paid/payable under these schemes is recognised as expense in the Statement of profit and loss during the period in which
the employee renders the related service.
Defined Benefit Plans: In respect of the Company’s gratuity and leave wages schemes, the present value of the obligation under such
scheme is determined based on actuarial valuation using the Projected Unit Credit Method. The discount rates used for determining
the present value of the obligation is based on the market yields on Government securities as at the balance sheet date. Actuarial gains
and losses are recognised immediately in the Statement of profit and loss. Long-term compensated absences are provided for based on
actuarial valuation, made at the year end, by independent actuaries.
14. Translation of foreign currency :-

(i) The Company translates foreign currency transactions during the year, at the conversion rates prevailing on transaction dates.
(ii) Monetary items remaining unsettled at the year end are translated/reported at the year end rate. Exchange differences arising on such
revaluation are recognised in the Statement of profit and loss.
(iii) Non-Monetary items (other than fixed assets) are reported at the exchange rate at which they are accounted.
(iv) In case of forward contracts, premium on the forward contracts is recognised as income or expense over the life of the contract.
(v) Any income or expense on account of exchange difference either on settlement or on translation is recognised in the Statement of
profit and loss except in case of long term liabilities, where they relate to acquisition of fixed assets, in which case they are adjusted to
the carrying cost of such assets.
15. Derivative Contracts:-

Derivative contract entered into, to hedge commodity/forex unexecuted firm commitment and highly probable forecast transaction are
recognised in the Financial Statement at fair value as on Balance sheet date. The gains or losses arising out of fair valuation of derivative
contracts are recognised in the Statement of profit and loss or Balance sheet as the case may be after applying the test of hedge
effectiveness. The gain or losses are recognised as ‘Hedge Reserve’ in the Balance Sheet when the hedge is effective and where the hedge
is ineffective the same is recognised in the Statement of profit and loss. The gains and losses on roll over or cancellation of derivative
contract which qualify as effective hedge are recognised in the Statement of profit and loss in the same period in which the hedge item is
accounted.
16. Export benefits/Incentives: -

The Company accounts for excise duty rebate on deemed and physical exports, duty entitlements and Focus benefits on physical
exports on accrual basis. Premium on special import licence is credited in the accounts as and when realised. The benefits in the form of
entitlements to Advance Licenses for duty free import of raw materials in respect of exports made are accounted when such imports are
made.The benefits in the form of entitlements to status holders licenses are accounted when licenses are utilised.
17. Claims against the Company not acknowledged as debts: -

The demands under disputed show cause notices / orders of statutory authorities are provided in the accounts on the basis of management’s
estimate and the balance, if any are included in contingent liability.
18. Taxes on income:-

(a) Tax on income for the current period is determined on the basis of estimated taxable income and tax credits computed in accordance
with the provisions of the Income Tax Act, 1961 and based on the expected outcome of assessments / appeals.
(b) Deferred tax is recognised on timing differences between the accounted income and the taxable income for the year, and quantified
using the tax rates and laws enacted or substantively enacted as on the balance sheet date.
46 (c) Deferred tax assets relating to unabsorbed depreciation / business losses are recognised and carried forward to the extent there is
virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.
(d) Other deferred tax assets are recognised and carried forward to the extent that there is a reasonable certainty that sufficient future
taxable income will be available against which such deferred tax assets can be realised.
19. Provision for contingencies:-

A provision is recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources will be
required to settle the obligation and in respect of which reliable estimates can be made. Disclosure of contingent liability is made when
there is a possible obligation or a present obligation that may but probably will not require an outflow of resources. When likelihood of
such outflow is remote, no provision or disclosure is made. Provision arising from litigations, assessments by statutory authorities, etc. is
made when the Company based on legal advise wherever necessary estimates that the liability has been incurred and the amount can be
reasonably estimated.
20. Accounting for interest in joint ventures:-

Interest in joint ventures (i.e., jointly controlled entity) are accounted for as follows:
(a) income on investment in incorporated jointly controlled entity is recognised when the right to receive the same is established.
(b) investment in such joint venture is carried at cost after providing for any permanent diminution in value.
21. Borrowing costs:-
(a) Borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the
cost of such asset till such time as the asset is ready for its intended use or sale. A qualifying asset is an asset that necessarily requires
a substantial period of time(generally over twelve month) to get ready for its intended use or sale.
(b) All other borrowing costs are recognised as expense in the period in which they are incurred.
22. Lease accounting:-
Operating lease rentals are expensed with reference to lease terms and other considerations.
Note 2 Share Capital
( I in crore )
31 March 2014 31 March 2013
Authorised
91,998,750 Equity shares of H10 each 92.00 92.00
( Previous year 91,998,750 Equity shares of H10 each)
Issued
(Previous year 38,470,431 Equity shares of H10 each)
Subscribed and Paid up
38,470,431 Equity shares of H10 each fully paid 38.47 38.47
(Previous year 38,470,431 Equity shares of H10 each fully paid )
Total 38.47 38.47
Notes :
a. Reconciliation of the number of shares outstanding at the beginning and at the end of the year.
Equity Shares

31 March 2014 31 March 2013
No. of Shares I crore No. of Shares I crore
At the beginning of the period 38,470,431 38.47 35,972,394 35.97
Issued during the year - - *24,98,037 2.50
Outstanding at the end of the period 38,470,431 38.47 38,470,431 38.47
*Issued during the year to shareholders of erstwhile Uniflex Cables Limited as per the Scheme of Amalgamation
b. Terms/rights attached to equity shares 47

i) The Company has one class of equity shares having a par value of H10 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 31st March 2014, the amount of per share dividend recognised as distributions to equity shareholders is
H5.25, ( Previous year H5.25 ).
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.
c. Details of Shareholders holding more than 5% shares in the company
31 March 2014 31 March 2013

No. of Shares % of No. of Shares % of
holdings in holdings in
the class the class
Equity shares of H10 each fully paid
Dr. N. D. Desai 7,371,861 19.16% 6,914,222 17.97%
Kushal N. Desai 7,378,528 19.18% 6,920,778 17.99%
Chaitanya N. Desai 7,367,360 19.15% 6,909,610 17.96%
Templeton Strategic Emerging Markets Fund III, L.D.C. 3,636,363 9.45% 3,636,363 9.45%
Reliance Capital Trustee Co Ltd. A/c. Reliance Diversified Power 1,931,313 5.02% 1,914,238 4.97%
Sector Fund
Shinny Limited, Mauritius - - 2,635,138 6.85%
As per records 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.
Note 2 Share Capital (Contd.)
d. Shares reserved for issue under options

The Company provides share-based payment to its employees. During the year ended 31st March, 2014, 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 upto 1,616,802 options, but the Board has granted 175,150 options till date.
31 March 2014 31 March 2013

i. Outstanding at the beginning of the year 175,150 175,150
ii. Vested during the year - -
iii. Forfeited during the year 75,856 -
iv. Exercised during the year - -
v. Outstanding at the end of the year 99,294 175,150
vi. Exercisable at the end of the year 99,294 175,150
Note 3 Reserves and Surplus

( I in crore )
31 March 2014 31 March 2013
Capital Reserve
Balance as per the last Balance sheet 23.77 24.99
Add: Transferred on amalgamation of a subsidiary - 0.16
: Difference between share capital of erstwhile MCWPL and Investment in books - (1.38)
Closing balance 23.77 23.77
48 Capital Redemption Reserve 14.75 14.75
Securities Premium Account
Add : Transferred on amalgamation of a subsidiary - 1.14
Closing Balance 176.35 176.35
Cash Flow Hedging Reserve
Balance as per the last Balance sheet (1.69) (16.58)
Add: (Deduction)/Addition during the year (net) 1.41 14.89
Closing Balance (0.28) (1.69)
General Reserve
Add: Amount transferred from the Statement of profit and loss 20.00 18.34
: Deferred tax asset created in respect of erstwhile MCWPL - 1.66
Surplus/(deficit) in the Statement of profit and loss
Balance as per last Balance sheet 158.55 104.12
Add : Transferred on amalgamation of a subsidiary as on 1st April, 2012 - (5.76)
Add: Profit for the year 68.79 102.16
Less: Appropriations
Proposed final equity dividend (amount per share H5.25 (Previous year H5.25)) (20.20) (20.20)
Tax on proposed dividend (3.43) (3.43)
Transfer to General Reserve (20.00) (18.34)
Total appropriations (43.63) (41.97)
Net surplus in the Statement of profit and loss 183.71 158.55
Total Reserves and Surplus 568.30 521.73
Note 4 Long-Term Borrowings
( C in crore )
31 March 31 March 31 March 31 March
2014 2014 2013 2013
Non-Current Current Non-Current Current
Secured Loans
Term loans
Foreign currency loan from banks (Refer Note below) 55.13 8.99 27.15 -
Unsecured Loans
Deposits
Public deposits 14.35 4.77 5.54 10.49
Deposits from directors 0.65 0.01 0.25 0.50
70.13 13.77 32.94 10.99
Note:
- The Foreign Currency term loan from Credit Agricole C & I Bank, Singapore is secured by exclusive charge on the assets acquired by

the Company with the proceeds of the facility.
- The Foreign Currency Term Loan from Union Bank of India, Hong Kong is secured by first charge by way of equitable mortgage by
deposit of title deeds of Company’s Athola properties and exclusive hypothecation charge on the assets acquired by the Company
with the proceeds of the facility situated at other locations.
- Terms of repayment of term loan- In August 2014 H8.99 crore, in August, 2015 H8.99 crore, in May, 2016 H9.59 crore, in August, 2016
H11.98 crore, in May, 2017 H10.79 crore and in May, 2018 H13.78 crore.
Note 5 Deferred Tax Liabilities (Net)

49
( I in crore )
31 March 2014 31 March 2013
Deferred tax liability arising on account of timing difference in:
Book and tax depreciation 30.13 20.95
Deferred tax assets arising on account of timing difference in:
Allowances for doubtful debts and advances (4.96) (5.13)
Provision for gratuity and leave salary (1.19) (1.03)
Voluntary retirement scheme (1.45) (1.58)
Expenses allowable on payment basis - (2.26)
22.53 10.95
Note 6 Other Long-Term Liabilities
( I in crore )
31 March 2014 31 March 2013
Advance from customers 4.67 11.95
Deposits from dealers 1.98 1.84
6.65 13.79
Note 7 Long-Term Provisions
( I in crore )
31 March 2014 31 March 2013
Provision for employee benefits
Provision for gratuity- In respect of employees - 0.03
Provision for gratuity- In respect of directors 0.52 0.45
Provision for leave benefits (Refer Note 33) 2.33 2.10
2.85 2.58
Note 8 Short-Term Borrowings
( I in crore )
31 March 2014 31 March 2013
Secured Loans
Working capital loans from banks (Refer Notes below)
Rupee loans 2.58 0.02
Packing credit loan in foreign currency from banks 140.70 44.14

143.28 44.16
Unsecured Loans
Buyer's Credit in foreign currency 478.42 850.38
Loans and Advances from related parties repayable on demand - 0.08
Public deposits 0.58 0.32
Deposits from directors 3.85 3.85
50 707.99 940.32
Note:
Working capital loans from banks (secured) H143.28 crore are secured by :
(i) hypothecation of specified stocks, specified book debts of the Company.
(ii) first charge by way of equitable mortgage by deposit of title deeds of Company’s specified immovable properties, both present
and future.
Note 9 Trade Payables
( I in crore )
31 March 2014 31 March 2013
Trade payables (including acceptances) (Refer Note below)
Due to micro and small enterprises 7.79 3.27
Due to other than micro and small enterprises 1,351.30 1,475.18
Due to subsidiary companies 27.31 25.37
1,386.40 1,503.82
Note :
The disclosure as per The Micro, Small and Medium Enterprises Development Act, 2006, (MSMED Act).
( I in crore )
31 March 2014 31 March 2013
(a) (i) Delayed payments due - Principal amount - -
(ii) Interest due on the above. - -
(b) Total interest paid on all delayed payments during the year under the provision of the - -
Act
(c) Interest due on principal amounts paid beyond the due date during the year but - -
without the interest amounts under this Act
(d) Interest accrued but not due - -
(e) Total interest due but not paid - -
Note:
(The above information regarding micro and small enterprises has been determined on the basis of information available with the
Company.)
Note 10 Other Current Liabilities

( I in crore )
31 March 2014 31 March 2013
Current maturities of long-term borrowings
Current portion of long-term loan (Refer Note 4) 8.99 -
Interest accrued but not due on borrowings 6.38 11.73
Investor Education and Protection Fund (Refer Note (a) below) 51
Unclaimed dividend 0.68 0.64
Creditors for capital expenditure 4.31 5.12
Statutory dues towards Government 8.29 5.48
Other payables (Refer Note (b) below) 63.83 83.23
97.26 117.19
Note:-
(a) There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund as on 31st March, 2014.
(b) Other payables includes security deposit, book overdraft and advance from customers.
Note 11 Short-Term Provisions
( I in crore )
31 March 2014 31 March 2013
Liability to the Employee Gratuity Fund (Refer Note 33 ) 0.00 0.02
Provision for leave benefits (Refer Note 33 ) 0.66 0.57
0.66 0.59
Other provisions
Proposed dividend 20.20 20.20
Provision for tax on proposed dividend 3.43 3.43
23.63 23.63
24.29 24.22
52
Note 12 Fixed Assets
( I in crore )
Gross Block Depreciation Net Block
As at Transfer on Additions Deductions Other As at Upto Transfer on For the year Deductions/ Upto As at As at
01-04-2013 Amalgamation Adjustment 31-03-2014 31-03-2013 Amalgamation Adjustment 31-03-2014 31-03-2014 31-03-2013
(i) Tangible assets
Land- Freehold 17.14 - 8.65 - - 25.79 - - - - - 25.79 17.14
Land-Leasehold 12.14 - - - - 12.14 1.25 - 0.15 - 1.40 10.74 10.89
Building (Refer Note below) 98.64 - 30.36 (7.38) - 121.62 22.82 - 3.56 (7.38) 19.00 102.62 75.82
Plant and machinery (Refer Note below) 273.68 - 78.35 (14.81) 2.69 339.91 146.95 - 19.66 (9.05) 157.56 182.35 126.73
Furniture and fixtures 7.18 - 2.51 (0.07) - 9.62 5.53 - 0.45 (0.07) 5.91 3.71 1.65
Equipments 13.44 - 3.16 (0.15) - 16.45 9.12 - 1.31 (0.12) 10.31 6.14 4.32
Motor vehicles 6.05 - 1.35 (0.48) - 6.92 2.98 - 1.01 (0.38) 3.61 3.31 3.07
Sub total (i) 428.27 - 124.38 (22.89) 2.69 532.45 188.65 - 26.14 (17.00) 197.79 334.66 239.62
(ii) Intangible assets
Specialised software 5.43 - 1.14 - - 6.57 3.25 - 0.70 - 3.95 2.63 2.18
Non compete fee 0.54 - - - - 0.54 0.03 - 0.05 - 0.08 0.45 0.51
Sub total (ii) 5.97 - 1.14 - - 7.11 3.28 - 0.75 - 4.03 3.08 2.69
Total (i+ii) 434.24 - 125.52 (22.89) 2.69 539.56 191.93 - 26.89 (17.00) 201.82
31 March 2013 347.06 6.83 77.98 (2.02) 4.39 434.24 165.40 3.71 23.86 (1.04) 191.93
(iii) Capital work-in-progress-Tangible
assets
Buildings 2.61 21.12
Plant and machinery 15.47 23.98
Sub total (iii) 18.08 45.10
(iv) Intangible assets under development
Specialised software - 0.28
Sub total (iv) - 0.28
Grand Total 355.82 287.69
Note
a. Includes expenditure on Research and development H0.67, (Previous year H0.42 crore) for Plant and machinery and H nil, (Previous year H2.46) for Building (Refer Note 32 (A))
b. In line with Notification No G.S.R. 914(E) dated 29th December, 2011 issued by the Ministry of Corporate Affairs, Government of India in respect of accounting periods commencing on or after the 1st April, 2011 for an enterprise
which had earlier exercised the option under paragraph 46 and at the option of any other enterprise, the exchange differences arising on reporting of long-term foreign currency monetary items at rates different from those at
which they were initially recorded during the period, or reported in previous financial statements, in so far as they relate to the acquisition of a depreciable capital asset, can be added to or deducted from the cost of the asset and
shall be depreciated over the balance life of the asset. Accordingly, H2.69 crore (Previous year H4.39 crore) have been capitalised to Plant and machinery. (Refer Note 1(14)(v)) The unamortised amount of such exchange differences,
as on 31st March, 2014 is H6.83 crore (Previous year H4.61 crore)
Note 13 Non-Current Investments
( I in crore )
31 March 2014 31 March 2013
A. Investment in Equity Instruments
In subsidiary companies
- 100,000; (Previous year 100,000) Ordinary shares of S$ 1 each fully
paid in Petroleum Specialities Pte. Limited, Singapore 0.26 0.26
- 6,598,069 ; (Previous year 6,598,069) Equity shares of Apar Chematek Lubricants Limited
of H10 each, fully paid up 28.23 28.23
28.49 28.49
Aggregate book value of unquoted investments 28.49 28.49
Aggregate book value of quoted investments - -
Aggregate market value of quoted investments - -
Note 14 Long-Term Loans and Advances

( I in crore )
31 March 2014 31 March 2013
Unsecured, considered good
Capital advances 9.24 10.77
Security deposit 5.69 3.82
Others loans and advances 22.72 24.14
Income tax paid against disputed demands 6.99 6.99
Total 44.64 45.72
53
Note 15 Current Investments
Units as at 31 March 2014 Units as at 31 March 2013

31 March 2014 I crore 31 March 2013 I crore
Investments in Liquid funds
Union KBC Fixed Maturity Plan Series 7- Growth 500,000.00 0.50 - -
Union KBC Fixed Maturity Plan Series 7- Growth Direct Plan 1,000,000.00 1.00 - -
Union KBC Liquid Fund Growth - - 152,680.21 17.81
Union KBC Ultra Short term Debt Fund - - 181,688.96 19.50
IDBI Liquid Fund - - 340,586.82 42.31
Total 1.50 79.62
( I in crore )
31 March 2014 31 March 2013
Aggregate market value of quoted investments 1.60 80.52
1.60 80.52
Note 16 Inventories
( I in crore )
31 March 2014 31 March 2013
Raw materials and components 503.02 301.45
Raw materials-in transit 270.42 216.38
Work-in-progress 88.64 81.21
Finished goods 119.38 118.60
Stock-in-trade 8.16 8.98
Stock-in-trade -in transit 0.52 0.20
Stores and spares 20.30 14.03
Total 1,010.44 740.85
Note 17 Trade Receivables
( I in crore )
31 March 2014 31 March 2013
Unsecured, considered good unless stated otherwise outstanding for a period exceeding six
months from the date they are due for payment
Secured, considered good 0.03 0.03
Unsecured, considered good 26.89 22.51
Unsecured, considered doubtful 14.60 15.81
41.52 38.35
Less: Allowances for doubtful debts 14.60 15.81
26.92 22.54
54 Other receivables (Refer Note below)
Unsecured, considered good 1,016.80 770.10
1,017.29 771.02
Total 1,044.21 793.56
Note - Includes receivable from subsidiaries/ down-stream subsidiaries
( I in crore )
31 March 2014 31 March 2013
Due from a subsidiary
Quantum Apar Speciality Oils Pty Ltd. 7.63 9.48
7.63 9.48
Note 18 Cash and Bank Balances
( I in crore )
31 March 2014 31 March 2013
Cash and cash equivalents
Balances with banks:
On current accounts 74.11 179.75
On deposits with original maturity of less than three months 12.25 2.16
On unclaimed dividend account(Refer Note (i) below) 0.68 0.64
Cash on hand 0.10 0.20
Cheques on hand 2.95 -
Funds in transit 1.08 7.56
91.17 190.31
Other bank balances
Deposits with original maturity for more than 3 months but less than 12 months - 0.30
Margin money deposit (Refer note (ii) below) 136.06 841.48
136.06 841.78

227.23 1,032.09
Note:
(i) There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund as at 31st March, 2014.
(ii) Against letters of credit for Company’s import of raw materials and working capital loans.
Note 19 Short-Term Loans and Advances
( I in crore )
31 March 2014 31 March 2013
55
Loan and advances to related parties 0.00 0.00

Others
Advances recoverable in cash or in kind or for value to be received 109.98 94.41
Balances with statutory/government authorities 54.21 37.05
Total 164.19 131.46
Loans to related party
AIL Benefit Trust 0.00 0.00
0.00 0.00
Note 20 Other Current Assets
( I in crore )
31 March 2014 31 March 2013
Interest accrued but not due on fixed deposits 6.15 23.14
Interest accrued but not due on security deposits 0.02 0.02
Assets held for sale 0.02 0.02
Receivable from AIL Benefit Trust
- Original value of investment 83.44 83.44
- Provision for dimunition in value (55.55) (55.55)
27.89 27.89
Other receivable 14.27 15.46
Total 48.35 66.53
Note 21 Revenue from Operations
( I in crore )
31 March 2014 31 March 2013
Sale of products
Finished goods 4,784.29 4,802.29
Raw materials 36.30 30.03
Traded goods 82.87 26.88
Total 4,903.46 4,859.20
Sale of services 2.66 1.36
Other operating revenue
Others 49.00 34.53
Total 49.00 34.53
Revenue from operations (gross) 4,955.12 4,895.09
Less : Excise duty 471.92 362.90
Note 21.1 Details of products sold
( I in crore )
31 March 2014 31 March 2013
Finished goods sold
Transformer oils/Special Grade -Pharmaceutical Oils/Other Specialities Oils - (including R.P.Oils) 2,457.03 2,069.69
AAC/AAAC/ACSR- Conductor, Aluminium Rods 1,676.85 2,291.68
Cables 650.41 440.92
56 4,784.29 4,802.29
Raw materials sold
Base Oils and additives 31.98 25.94
Ferrous metal and Non-ferrous metals 4.32 4.09
36.30 30.03
Traded goods sold
Thermoplastic Elastomers 17.76 14.60
Lubricants 14.56 11.70
Aluminium and GSW Steel Wire, etc. 50.43 0.51
others 0.12 0.07
82.87 26.88
4,903.46 4,859.20
Note 22 Other Income
( I in crore )
31 March 2014 31 March 2013
Dividend income from AIL Benefit Trust 0.86 0.65
Dividend received from subsidiary company - 5.45
Dividend on short-term investment in liquid funds - 0.04
Net gain on sale of short-term investment in liquid funds 3.61 1.56
4.47 7.70
Note 23 Cost of Raw Materials and Components consumed
( I in crore )
31 March 2014 31 March 2013
Inventory at the beginning of the year 517.84 465.20
Add: Purchases 3,756.02 3,608.55
4,273.86 4,073.75
Less: Inventory at the end of the year 773.44 517.84
Cost of raw materials and components consumed 3,500.42 3,555.91
Note 23.1 Details of Raw Materials and Components consumed
( I in crore )
31 March 2014 31 March 2013
Non-ferrous metals 1,405.22 1,752.52
Ferrous metals 108.34 160.29
Chemicals 54.57 49.26

Base Oils 1,735.10 1,499.34
XLPE- Compound 35.24 12.65
Others 161.95 81.85
3,500.42 3,555.91
Note 24 Purchases of Stock-in-trade
( I in crore )
31 March 2014 31 March 2013 57
Aluminium and GSW Steel Wire, etc. 50.26 0.54
Others 0.10 0.00
77.35 29.33
Note 25 Changes in Inventories of Finished goods, Work-in-progress and Stock-in-trade
( I in crore )
31 March 2014 31 March 2013
Inventories at the end of the year
216.70 208.98
Inventories at the beginning of the year
208.98 189.28
(7.72) (19.70)
Note 25.1 Details of Inventory
( I in crore )
31 March 2014 31 March 2013
Finished goods
Transformer oils/Special Grade -Pharmaceutical Oils/Other Specialities Oils - (including R.P.Oils) 53.58 50.39
AAC/AAAC/ACSR- Conductors 33.53 39.06
Cables 32.27 29.15
119.38 118.60
Work-in-progress
Oil 14.24 10.05
Conductor 32.57 39.81
Cables 41.83 31.35
88.64 81.21
Traded goods
8.68 9.17
Note 26 Employee Benefits Expense
( I in crore )
31 March 2014 31 March 2013
Salaries, wages and bonus 52.28 45.05
Contribution to provident and other funds ( Refer Note 33) 3.81 3.94
58 Staff welfare expenses 3.08 2.82
59.17 51.81
Note 27 Other Expenses
( I in crore )
31 March 2014 31 March 2013
Consumption of stores and spares 13.72 13.94
Packing materials 152.42 154.20
Excise duty adjustment of finished goods stock 2.18 2.33
Storage charges 8.81 10.48
Power, electricity and fuel 56.40 56.84
Processing charges, fabrication and labour charges 50.45 40.07
Freight and forwarding charges 145.23 186.52
Rent 1.94 1.86
Rates and taxes 4.01 3.67
Insurance 7.03 5.66
Repairs and maintenance
Buildings 1.34 0.59
Others 3.17 2.73
Advertising and sales promotion 1.63 1.07
Sales commission 26.87 26.18
Travelling and conveyance 9.99 7.43
Printing and stationery 1.52 1.20
Legal and professional fees 7.93 6.37
Directors' sitting fees 0.07 0.06
Note 27 Other Expenses (Contd.)
( I in crore )
31 March 2014 31 March 2013
Commission to Chairman,Managing Director and Joint Managing Director 3.23 4.41
Discount and rebates 7.76 7.55
Lease rental 0.22 0.32
Donation 0.47 2.01
Royalty 7.52 3.37
Marketing fees 16.61 27.08
Bank charges and commission 9.01 7.95
Exchange differences (net) 1.30 3.11
Bad debts and advances written-off 3.35 13.67
Less: Allowances for doubtful debts utilised (0.08) (3.01)
3.27 10.66
Allowances for doubtful debts and advances 4.06 5.49
Loss on sale of fixed assets (net) 0.07 0.23

Miscellaneous expenses 34.17 25.30
585.57 621.12
Note 27.1 Miscellaneous Expenses (includes Auditors’ Remuneration)
( I in crore )
31 March 2014 31 March 2013
As auditor:
Audit fee 0.24 0.24 59
Other services (certification fees) 0.14 0.16
Reimbursement of expenses 0.01 0.01
Cost auditor's remuneration
For Audit fees 0.01 0.01
0.40 0.42
Note 28 Exceptional Items
( I in crore )
31 March 2014 31 March 2013
Voluntary Retirement Compensation 0.86 4.62
0.86 4.62
Note 29 Finance Costs
( I in crore )
31 March 2014 31 March 2013
Interest expenses
Interest expenses 50.61 74.91
Bank charges for borrowing 14.60 16.77
Applicable net loss on foreign currency transactions and translation 149.76 124.99
214.97 216.67
Interest income on
Bank deposits (66.74) (77.21)
Others (2.42) (5.15)
(69.16) (82.36)
145.81 134.31
Note 30 Earnings Per Share (EPS)

Sr. Particulars 31 March 2014 31 March 2013

No.
1 Profit after tax and before extraordinary items- in H in crore 68.79 102.16
2 Profit after tax and extraordinary items- in H in crore 68.79 102.16
3 Weighted Number of Equity Shares outstanding during the year 3.85 3.85
4 Nominal Value of Equity Shares in H 10.00 10.00
5 Earnings Per Share - in H
60 Basic and Diluted (before extraordinary items) 17.88 26.56
Basic and Diluted (after extraordinary items) 17.88 26.56
Note 31 Contingent Liabilities and Commitments
( I in crore )
31 March 2014 31 March 2013
A) Contingent liabilities not provided for:
(a) Claims against the Company not acknowledged as debts -
(i) Demand/ Show cause-cum-demand notices received and contested by the Company
with the relevant appellate authorities:
Excise duty (also refer note (iii) below) 7.19 4.65
Service tax 0.20 0.20
Customs duty 4.81 2.90
Sales tax 12.72 10.54
(ii) Arbitration award regarding dispute of alleged contractual non-performance by the 8.66 7.94
Company, against which the Company is in appeal before Bombay High Court.
(iii) Interest on delayed payment of excise duty, (which duty payment was revenue neutral) 4.45 4.45
on certain deemed exports. Department has filed appeal in the Supreme Court against
High Court Order in Company's favour.
(iv) Labour matters 7.43 6.80
(v) Others 6.35 6.07
Note 31 Contingent Liabilities and Commitments (Contd.)
( I in crore )
31 March 2014 31 March 2013
(b) Guarantee given by the Company for credit facilities enjoyed by Petroleum Specialities - 54.29
Pte. Ltd., a wholly-owned subsidiary
(c) Bills of exchange discounted 243.64 206.61
(d) Taxation:
Disputed demands of income tax 6.99 6.99
B) Capital commitments
Estimated amounts of contracts remaining to be executed on capital account and not
provided for (net of advances) 14.47 13.93
Note 32 Research and Development Expenses :
( I in crore )

31 March 2014 31 March 2013
(A) R & D Center-OIL (Rabale - DSIR Recognised)
(a) Salary, wages and other benefits 1.63 1.45
Consumables and Other expenses 0.13 0.28
sub-Total 1.76 1.73
(b) Capital expenditure
Building - 2.11
0.64 2.43 61
Total 2.40 4.16
(B) R & D Center-Conductor (Silvassa)
(a) Salary, wages and other benefits - -
Consumables and other expenses 0.60 0.96
sub-Total 0.60 0.96
(b) Capital expenditure 0.96
Building - -
Plant and machinery - -
- -
0.60 0.96
(C) R & D Center-Cable (Khatalwad)
sub-Total 0.54 0.33
Building - 0.35
0.03 0.45
Total 0.57 0.78
Grand Total (A+B+C) 3.57 5.90
Note 33 Gratuity and other post-employment benefit plans
( I in crore )
31 March 2014 31 March 2013
Defined Contribution Plan
Contributions to Defined Contribution Plan, recognised as expense for the year are as under:
Employer's Contribution to Government managed Provident Fund and Family Pension Fund. 2.07 1.94
Employer's Contribution to Superannuation Fund. 0.82 0.71
Defined Benefit Plan

The Employees’ Gratuity Fund Scheme managed by a Trust is a defined benefit plan. The present value of obligation is determined based
on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of
employee benefit entitlement and measures each unit seperately to build up the final obligation.The obligation for leave encashment
is recognised in the same manner as gratuity.
(i) Changes in Defined Benefit Obligation during the year

( C in crore )
31 March 2014 31 March 2013
Gratuity Leave Gratuity Leave

(Funded) Encashment (Funded) Encashment
(Unfunded) (Unfunded)
Defined Benefit obligation at beginning of the year 5.74 2.67 5.41 2.82
Current Service Cost 0.34 0.39 0.42 0.44
Interest Cost 0.37 0.20 0.47 0.22
Actuarial (gain) / loss 0.36 0.51 0.59 (0.01)
62 Benefits paid (1.25) (0.78) (1.15) (0.80)
Defined Benefit obligation at end of the year 5.56 2.99 5.74 2.67
(ii) Changes in fair value of Plan Assets

Fair value of plan assets at beginning of the year 5.69 5.00
Expected return on plan assets 0.39 0.43
Actuarial gain / (loss) (0.10) (0.06)
Employer Contribution 0.84 0.78 1.25 0.80
Benefit paid (1.26) (0.78) (0.93) (0.80)
Fair value of plan assets at year end 5.56 5.69
Actual return on plan assets 0.29 0.37
(iii) Net Asset / (liability) recognised in the Balance Sheet as at 31st March, 2014
Fair Value of plan assets 5.56 - 5.69 -
Present value of obligation 5.56 (2.99) 5.74 (2.67)
Amount recognised in balance sheet 0.00 (2.99) 0.05 (2.67)
Recognised under:
Long term Provision (Refer Note 7) - (2.33) 0.03 (2.10)
Short term Provision (Refer Note 11) 0.00 (0.66) 0.02 (0.57)
Total 0.00 (2.99) 0.05 (2.67)
(iv) Expense recognised during the year

Current Service Cost 0.34 0.39 0.42 0.44
Interest Cost 0.37 0.20 0.47 0.22
Expected return on plan assets (0.39) - (0.43) -
Net Actuarial (gain) / loss 0.48 0.51 0.65 (0.01)
Net Cost 0.80 1.10 1.11 0.65
(v) Actuarial assumptions
31 March 2014 31 March 2013
Gratuity Leave Gratuity Leave
(Funded) Encashment (Funded) Encashment
1994-96 (Unfunded) 1994-96 (Unfunded)
(Ultimate) 1994-96 (Ultimate) 1994-96
(Ultimate) (Ultimate)
Mortality Table (LIC)
Discount rate (per annum) 9.38% 9.38% 8.50% 8.50%

Expected rate of return on plan assets (per annum) 8.70% - 8.60% -
Rate of escalation in salary (per annum) 5% 5% 5% 5%
Attrition rate 2% 2% 2% 2%
(vi) Broad Category of Plan Assets relating to Gratuity as a percentage of total Plan Assets
Particulars: 31 March 2014 31 March 2013

Percentage (%) Percentage (%)
Public Securities 23 20
Special Deposit Schemes - -
State Govt. Securities - -
Private Sector Securities 77 80
100 100
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotions and other
relevant factors including supply and demand in the employment market.
63
The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets
held, assessed risks, historical results of return on plan assets and the Company’s policy for plan asset management.
Note 34 Interest in a Joint Venture
( I in crore )
31 March 2014 31 March 2013
I) Equity and liabilities
1. Share Capital - -
2. Reserve and Surplus - -
3. Long-term Provisions -
4. Current Liabilities
(a) Trade Payable - -
(b) Other Current Liablitities - -
(c) Short-term Provisions - -
II) Assets
1. Fixed Assets
(a) Tangible assets - -
(b) Intangible assets - -
2. Deferred tax assets/(liability) (net) - -
3. Long- term Loans and Advances - -
4. Current assets
(a) Inventories - -
(b) Trade Receivable - -
(c) Cash and cash equivalents - -
(d) Short-term Loans and Advances - -
Note 34 Interest in a Joint Venture (Contd.)
( I in crore )
31 March 2014 31 March 2013
III) Income
1. Revenue from operations - 6.48
2. Other income - 0.01
IV) Expenses
1. Purchase of traded goods - 0.93
2. Changes in inventories of stock-in-trade - 0.16
3. Employee benefits Expense - 1.52
4. Depreciation and amortisation expense - 0.06
5. Other expenses - 4.39
6. Profit Before Tax - (0.46)
7. Tax expense - (0.15)
8. Net profit/(loss) - (0.31)
V) Other matters
1. Contingent Liabilities - -
2. Capital Commitments - -
Note 35 Related Party Disclosures
A. List of Related Parties

a). Subsidiary Companies:
64 (1). Petroleum Specialities Pte. Ltd., Singapore
(2). Quantum Apar Speciality Oil Pty. Ltd. (subsidiary of Petroleum Specialities Pte. Ltd.)
(3). Apar ChemateK Lubricants Ltd. (w.e.f. 26th September, 2012)
b). Joint Venture Company:

Apar ChemateK Lubricants Ltd. (Upto 25th September, 2012, became subsidiary w.e.f. 26th September, 2012)
c). Key Managerial Personnel:

Mr. K. N. Desai - Managing Director
Mr. C. N. Desai - Joint Managing Director
d). Chairman having significant influence:

Dr. N. D. Desai - Non Executive Chairman
e). Relatives of Key Managerial Personnel

Mrs. M. N. Desai
Mrs. Noopur Kushal Desai
Mr. Rishabh K. Desai
Ms. Gaurangi K. Desai
Mrs. Jinisha C. Desai
Master Devharsh C. Desai
Ms. Nitika C. Desai
Mrs. Vineeta R. Srivastava
Mr. Rajeev Srivastava
Ms. Krishangi R. Srivastava
Note 35 Related Party Disclosures (Contd.)
f ). Entities over which significant influence is exercised by key management personnel/individuals having significant
influence:
Apar Corporation Private Ltd. Kushal Chaitanya N. Desai Family Trust
Scope Private Limited and its’ subsidiaries, viz Chaitanya N. Desai Family Trust
a) Apar Investment ( Singapore ) Pte. Ltd. Catalis World Private Ltd.
b) Apar Investment Inc. Gayatri Associates
Kushal N. Desai Family Trust AIL Benefit Trust
Apar Technologies Private Ltd.
B. Related Party Transactions

(i) Subsidiary companies:
( I in crore )
Sr. Transactions 31 March 2014 31 March 2013
No.
1 Purchase of Raw materials 204.23 124.02

2 Sale of finished goods/ Raw materials 22.95 26.11
3 Dividend from Subsidiary - 5.45
4 Guarantee charges received from Petroleum Specialities Pte. Ltd. 0.09 1.11
5 Reimbursement (received) of expenses 0.01 0.02
6 Marketing and other services received from subsidiary 16.61 17.04
7 Guarantees given by the Company on behalf of Petroleum Specialities Pte. Ltd. - 54.29
8 Balance outstanding as on 31.03.2014
a) Payable to subsidiary for supply of raw materials, security deposit and services 27.31 25.37
b) Receivable from subsidiary company for supply of raw material, finished goods, 7.63 9.48 65
capital goods,dividend and services
(ii) Joint Venture Company (Apar ChemateK Lubricants Limited):

1 Marketing fees - 10.29
2 Sale of goods - 1.86
(iii) Key Managerial Personnel :

1 Interest paid 0.38 0.38
2 Directors' remuneration 3.44 4.25
3 Dividends paid (payment basis) 7.26 5.51
4 Sitting fees - 0.00
5 Outstanding as on 31.03.2014
Loans and deposits payable 3.75 3.75
(iv) Chairman having significant influence

2 Director's commission 1.08 1.47
3 Legal and professional fees 0.51 0.51
4 Sitting fees 0.01 0.01
(v) Relatives of Key Managerial Personnel:

( I in crore )
No.
(vi) Entities over which key management personnel/individual having significant influence
( I in crore )
No.
2 Rent paid 0.63 0.63

Loans and deposits payable - 0.08
C. Disclosure in respect of transactions which are more than 10% of the total transactions of the same type with related parties
during the year
( I in crore )
31 March 2014 31 March 2013
66 (i) Purchase of raw materials
- Petroleum Specialities Pte. Ltd. 204.23 123.87
(ii) Sale of finished goods/ raw materials
- Petroleum Specialities Pte. Ltd. - 14.53
- Quantum Apar Speciality Oils Pty Ltd. 22.95 11.52
(iii) Dividend Received from Subsidiary
(iv)Guarantee charges from
- Petroleum Specialities Pte. Ltd. 0.09 1.11
(v) Marketing and other services received from
- Apar ChemateK Lubricants Limited (As Subsidiary company) 16.61 17.04
(vi) Guarantees given by the Company on behalf of subsidiary companies
(vii) Interest paid
- Dr. N. D. Desai 0.08 0.08
- Kushal N. Desai 0.05 0.05
- Chaitanya N. Desai 0.33 0.33
- Rishabh K. Desai 0.06 0.09
- Vineeta R. Srivastava - 0.15
(viii) Dividends paid (payment basis)
- Dr. N. D. Desai 3.63 2.75
(ix) Legal and professional fees
- Dr. N. D. Desai 0.51 0.51
(x) Rent paid

- Apar Corporation Private Ltd. 0.63 0.63
(xi) Marketing fees
- Apar ChemateK Lubricants Ltd. (As Joint Venture Company) - 10.29
(xii) Director remuneration
- Dr. N. D. Desai 1.08 1.47
(xiii) Sitting fees
- Kushal N. Desai - 0.00
- Chaitanya N. Desai - 0.00
- Dr. N. D. Desai 0.01 0.01
Note 36 Segment Information

The Company’s operations predominantly relate to manufacture of Conductors, Transformer/Speciality Oils and Power/ Telecom cables
which businesses have been identified as primary segments based on the Company’s risk profile and internal reporting structure.
a. Primary Segments ( Business Segments)

FY 2013-14 ( I in crore )
Particulars Conductor Transformer Power/ Others Elimination Total
& Speciality Telecom
Oils Cables
Revenue 67
External sales ( net of excise duty) 1,616.86 2,251.52 596.92 17.90 - 4,483.20
Other income 0.00 - - 4.47 - 4.47
Inter-Segment Sales 7.67 1.62 4.48 - (13.77) -
Total revenue 1,624.53 2,253.14 601.40 22.37 (13.77) 4,487.67
Segment results before finance costs and tax 115.36 167.11 0.59 1.75 284.81
Less: Finance costs 145.81
Less: Other unallocated expenditure net of unallocable
income 36.17
Profit before tax 102.83
Tax expense 34.04
Profit after tax 68.79
Capital employed
Segment assets 972.48 1,370.48 496.58 7.45 - 2,846.99
Unallocable corporate and other assets 77.90
Total Assets 2,924.89
Segment liabilities 671.55 1,057.50 217.55 2.02 - 1,948.62
Unallocable corporate and other liabilities 33.51
Total liabilities 1,982.13
Capital expenditure 35.88 12.24 49.61 - - 97.73
Capital expenditure -Unallocable 2.29
Depreciation and Amortisation expense 8.62 5.89 10.24 - - 24.75
Depreciation and Amortisation- Unallocable 2.14
Note 36 Segment Information (Contd.)
Oils Cables
Revenue
Other income 0.04 5.45 0.00 2.21 - 7.70
Inter-Segment Sales 31.24 2.57 14.74 0.01 (48.56) -
Total revenue 2,226.30 1,926.31 418.53 17.31 (48.56) 4,539.89
Segment results before finance costs and tax 197.08 113.16 (0.86) 1.14 310.52
income 35.91
Tax expenses 38.14

Capital employed
Segment assets 1,099.94 1,568.50 385.94 7.80 3,062.18
Unallocable corporate and other libilities 34.39
68 Capital expenditure 32.27 21.75 51.29 - 105.31
Depreciation and Amortisation expense 9.81 4.60 7.20 - 21.61
b. Secondary Segments (Geographical Segments)

( I in crore )
31 March 2014 31 March 2013
Segment Revenue
- Within India* 3,074.08 3,237.53
- Outside India 1,409.12 1,294.66
4,483.20 4,532.19
* include deemed exports H14.25 crore (Previous year H0.09 crore)
( I in crore )
31 March 2014 31 March 2013
Segment Assets
- Within India 2,578.39 2,842.56
- Outside India 346.50 363.45
2,924.89 3,206.01
- The Company’s tangible fixed assets are located entirely in India.
c. Segment revenue and results
The expenses which are not directly attributable to the business segment are shown as unallocable corporate/other expenses (net
of miscellaneous income).
Segment assets and liabilites

Segment assets include all operating assets used by the business segment and consists principally of fixed assets, debtors and
inventories.
Segment liabilities primarily include creditors and other liabilities.
Assets and liabilities that cannot be allocated between the segments are shown as a part of unallocable corporate assets and
liabilites respectively.
Note 37 Derivative instruments and unhedged foreign currency exposure
Type of Instruments Nos. Mt. Amount $/Euro/ I in crore

GBP
in crore

(I) (a). In respect of commodity
futures/option at London Metal Exchange ( in Mt.) - USD 71.00 19,485.00 3.75 224.91
(47.00) (7,943.00) (1.74) (94.69)
(b). In respect of foreign currency
forward contracts - buy contracts - USD 103.00 14.81 887.46
(182.00) (26.66) (1,447.17)
Forward contracts - buy contracts - EURO 2.00 0.20 11.98
- - -
Interest Swap 1.00 0.00 0.18 69
- - -
Forward contracts - USD Sell & Euro Buy - - -
(10.00) (1.20) (64.89)
Forward contracts - Euro Sell & USD Buy - - -
(4.00) (0.23) (15.87)
(II) All the derivative instruments entered by the Company during
the year were for hedging purposes and not for any speculative
purposes.
(III) Unhedged foreign currency exposures
In US $ - Payable (net) 7.64 457.73
(4.42) (240.11)
In Euro - Receivable (net) 0.01 0.66
- -
(iv) Premium in case of forward contracts not expired and pertaining 14.89
to the future period (21.46)
(Figures in brackets are in respect of previous year)
Note 38 Value of imports (calculated on CIF basis)

( I in crore )
31 March 2014 31 March 2013
Raw materials and Components 2,978.18 2,240.69
Stores and spare parts 1.72 0.36
Capital goods 14.21 13.76
2,994.11 2254.81
Note: Imports through canalising agencies and items of foreign origin purchased locally are excluded.
Note 39 Expenditure in foreign currency
( I in crore )
31 March 2014 31 March 2013
Professional fees 0.67 1.31
Royalty 3.12 2.61
Interest and bank charges 30.60 37.55
Commission and foreign travel 21.91 22.91
Others 1.58 0.43
57.88 64.81
Note 40 Imported and indigenous raw materials, components and spare parts consumed
% of total Value % of total Value

Consumption (I crore) Consumption (I crore)
31 March 2014 31 March 2014 31 March 2013 31 March 2013
Raw materials
Imported at landed cost (including duty and clearing
charges incurred in India) 82.87 2,900.94 63.42 2,254.53

Indigenous 17.13 599.48 36.58 1,301.38
100.00 3,500.42 100.00 3,555.91
Components and spare parts
Imported (at landed cost) 12.53 1.72 2.44 0.33

Indigenous 87.47 12.00 97.56 13.61
100.00 13.72 100.00 13.94
70
Note 41 Net dividend remitted in foreign exchange
( I in crore )
31 March 2014 31 March 2013
a). No of shareholders 1 1
b). No. of shares held 3,636,363 3,636,363
c). Year of dividend 2012-13 2011-12
d). Amount remitted - H 1.91 1.46
Note 42 Earning in foreign currency

( I in crore )
31 March 2014 31 March 2013
Export of goods (calculated on FOB basis) 1,367.14 1282.54
Deemed exports 14.25 0.09
Dividend from Subsidiaries - 5.45
Others (Freight, insurance and interest) 56.52 87.73
1,437.91 1375.81
Note 43
As per the Accounting Standard (AS), 28 Impairment of Assets, the Company has reviewed the potential generation of economic benefit
from its fixed assets and accordingly, necessary impairment loss has been provided in the financial statements.
Note 44
H ‘0 ‘indicate amount less than H50,000
Note 45
Figures for previous year have been regrouped, wherever necessary.
Signatures to Note 1 to 45 For and on behalf of the Board of Directors

SHARP & TANNAN
by the hand of

71
Statement pursuant to exemption received under Section 212(8)
of the Companies Act, 1956 relating to subsidiary companies
Sr. Particulars Petroleum Specialities Pte. Limited, Quantum Apar Speciality Oils Pty. Apar ChemateK
No. Singapore Limited, Australia Lubricants
Limited, India
In USD I in Crore In AUD I in Crore I in Crore
(a) Capital 59,101 0.26 300,000 1.03 6.77
(b) Reserve 13,733,074 82.49 466,321 3.41 6.54
(c) Total Assets 15,376,734 92.25 3,696,258 20.37 15.10
(d) Total Liabilities 1,584,559 9.50 2,929,937 15.93 1.79
(e) Details of investment - - - - -
(Except in case
of investment in
Subsidiaries)
(f ) Turnover 54,202,050 333.74 10,084,932 56.70 16.95
(g) Profit before taxation 2,610,031 20.12 54,442 0.79 6.25

(h) Provision for taxation 381,861 2.35 14,309 0.12 2.11
(i) Profit after taxation 2,228,170 17.77 40,133 0.67 4.14
(j) Proposed dividend Nil Nil Nil Nil H1 per share
As on 31.03.2014 : 1 U.S. Dollar(USD) = H59.9200, 1 Australian Dollar(AUD) = H55.3811

72
Independent Auditors’ Report
To the Board of Directors of
We have audited the accompanying consolidated financial statements accounting policies used and the reasonableness of the accounting
of APAR Industries Limited (the ‘Company’) and its subsidiaries (the estimates made by the Management, as well as evaluating the overall
Company, its subsidiaries constitute the ‘Group’), which comprise the presentation of the consolidated financial statements.
Consolidated Balance Sheet as at 31st March, 2014, the Consolidated
We believe that the audit evidence we have obtained is sufficient and
Statement of Profit and Loss and the Consolidated Cash Flow
appropriate to provide a basis for our audit opinion.
Statement for the year then ended and a summary of the significant
accounting policies and other explanatory information.
Opinion
The consolidated financial statements have been prepared by the We report that on the basis of the information and according to
Company in accordance with the requirements of the Accounting the explanations given to us and based on the consideration of the
Standard (AS) 21 Consolidated Financial Statements specified by reports of the other auditors on the financial statements of certain
the Companies (Accounting Standards) Rules, 2006 notified by subsidiaries, as noted below, the consolidated financial statements,
the Central Government and on the basis of the separate audited give a true and fair view in conformity with the accounting principles
financial statements of the Apar Group included in the consolidated generally accepted in India:
financial statements.
(a) in the case of the Consolidated Balance Sheet, of the state of

affairs of the Apar Group as at 31st March, 2014;
Management’s Responsibility for the Consolidated Financial
Statements (b) in the case of the Consolidated Statement of Profit and Loss, of
Management is responsible for the preparation of these consolidated the consolidated results of operations of the Apar Group for the
financial statements that give a true and fair view of the consolidated year ended on that date; and
financial position, consolidated financial performance and (c) in the case of the Consolidated Cash Flow Statement, of the
consolidated cash flows of the Group in accordance with the consolidated cash flows of the Apar Group for the year ended
accounting principles generally accepted in India. This responsibility on that date.
includes the design, implementation and maintenance of internal
Other Matters 73
controls relevant to the preparation and presentation of the
consolidated financial statements that give a true and fair view and We did not audit the financial statements of certain subsidiaries
are free from material misstatements, whether due to fraud or error. whose financial statements have been audited by other auditors and
whose reports have been furnished to us and insofar as it relates to
Auditors’ Responsibility the amounts included in respect of the subsidiaries are based solely
Our responsibility is to express an opinion on these consolidated on the reports of the other auditors. The details of total assets, total
financial statements based on our audit. We conducted our audit in revenues and net cash flows in respect of these subsidiaries to the
accordance with the Standards on Auditing issued by the Institute extent to which they are reflected in the consolidated financial
of Chartered Accountants of India. Those Standards require that we statements are given below:
comply with the ethical requirements and plan and perform the audit Audited by other auditors:
to obtain reasonable assurance about whether the consolidated C crore
financial statements are free from material misstatement. Total assets Total revenues Net Cash flows
Foreign subsidiaries 112.55 390.57 (19.38)
An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the consolidated financial Our opinion is not qualified in respect of these matters.
statements. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether SHARP & TANNAN
due to fraud or error. In making those risk assessments, the auditor Chartered Accountants
considers the internal controls relevant to the Group’s preparation Firm’s Registration No.109982W
by the hand of
and presentation of the consolidated financial statements that
give a true and fair view in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of MILIND P. PHADKE
expressing an opinion on the effectiveness of the Company’s internal Partner
control. An audit also includes evaluating the appropriateness of the Mumbai, 30th May, 2014 Membership No.033013
Consolidated Balance Sheet As at 31st March, 2014 ( I in crore )
Note As at As at
No. 31-March-14 31-March-13
EQUITY AND LIABILITIES
1. SHAREHOLDERS' FUNDS:
(a) Share capital 2 38.47 38.47
(b) Reserves and surplus 3 657.75 588.16
696.22 626.63
2. MINORITY INTEREST 1.82 1.78
3. NON-CURRENT LIABILITIES:
(a) Long-term borrowings 4 70.13 32.94
(b) Deferred tax liabilities (net) 5 22.46 10.31
(c) Other-long term liabilities 6 6.65 13.79
(d) Long-term provisions 7 3.07 2.81
102.31 59.85
4. CURRENT LIABILITIES:
(a) Short-term borrowings 8 707.99 940.32
(b) Trade payables 9 1,367.26 1,484.07
(c) Other current liabilities 10 98.07 121.54
(d) Short-term provisions 11 24.32 24.25

2,197.64 2,570.18
TOTAL 2,997.99 3,258.44
ASSETS
1. NON-CURRENT ASSETS:
(a) Fixed assets
(i) Tangible assets 12 334.92 239.86
(ii) Intangible assets 12 3.11 2.72
(iii) Capital work-in-progress 12 18.08 45.10
74 (iv) Intangible assets under development 12 - 0.28
356.11 287.96
(b) Goodwill on consolidation 20.65 20.65
(c) Long-term loans and advances 13 45.32 50.03
422.08 358.64
2. CURRENT ASSETS:
(a) Current investments 14 1.50 79.62
(b) Inventories 15 1,017.04 751.48
(c) Trade receivables 16 1,103.57 813.78
(d) Cash and bank balances 17 230.61 1,054.93
(e) Short-term loans and advances 18 174.84 133.46
(f ) Other current assets 19 48.35 66.53
2,575.91 2,899.80
TOTAL 2,997.99 3,258.44
Contingent Liabilities And Commitments 29
The accompanying notes form an integral part of consolidated financial statements
SHARP & TANNAN
by the hand of

Consolidated Statement of Profit and Loss for the year ended 31st March, 2014 ( I in crore )
Note No. 2013-14 2012-13
INCOME:
Revenue from operations (gross) 20 5,104.85 5,013.59
Less: Excise duty 471.92 362.90
Other income 21 4.47 2.25
TOTAL REVENUE (i) 4,637.40 4,652.94
EXPENSES:
Cost of raw materials and components consumed 22 3,605.84 3,645.82
Purchases of stock-in-trade 77.35 29.33
Changes in inventories of finished goods, work-in-progress and stock-in-trade 23 (7.72) (19.62)
Employee benefits expense 24 66.79 57.26
Other expenses 25 596.76 628.32
Exceptional items 26 0.86 4.62
4,339.88 4,345.73
Less: Transfer to capital assets 3.51 1.67
TOTAL EXPENSES (ii) 4,336.37 4,344.06
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (EBITDA) (i-ii) 301.03 308.88

Finance costs 27 145.48 134.57
PROFIT BEFORE TAX 128.53 150.30
TAX EXPENSES
Current tax 27.60 40.80
Deferred tax 12.16 (0.63)
Taxes of earlier years (1.14) -
TOTAL 38.62 40.17
PROFIT AFTER TAX BUT BEFORE MINORITY INTEREST FOR THE YEAR 89.91 110.13 75
Minority Interest (Profit)/loss (0.26) (0.68)
PROFIT FOR THE YEAR 89.65 109.45
Earnings Per Equity share (face value H10 each):
(a) Basic 28 23.30 28.45
(b) Diluted 23.30 28.45
The accompanying notes form an integral part of consolidated financial statements
SHARP & TANNAN
by the hand of

Consolidated Cash Flow Statement for the year ended 31st March, 2014
( I in crore )
2013-14 2012-13
A. Cash flows from Operating Activities :
Profit before taxes 128.53 150.30
Adjustments for:
(Profit)/loss on sale of fixed assets (net) 0.07 0.22
Foreign currency translation reserve 1.94 0.85
Unrealised exchange loss/(gain) 10.86 9.76
Investment written off - 0.02
Profit on sale of investments (3.61) (1.56)
Dividend on investments (0.86) (0.69)
Interest income (net) (18.88) (7.18)
16.54 25.43
Operating profit before working capital changes in : 145.07 175.73

(Increase)/decrease in trade and other receivables (342.31) 49.52
(Increase)/decrease in inventories (265.56) (67.95)
Increase / (decrease) in trade and other payables (151.97) 329.70
(759.84) 311.27
Cash generated from/(used in) operations (614.77) 487.00
76 Direct taxes paid (net of refunds) (17.26) (33.67)
Net cash from/(used in) operating activities (632.03) 453.33
B. Cash flows from investing activities :
Purchase of fixed assets (100.13) (106.21)
Sale of fixed assets 5.81 0.79
Purchase of shares in subsidiary - (24.85)
Investment in Mutual funds (net) 81.73 (78.06)
Dividend received 0.86 0.69
Net cash from/(used in) investing activities (11.73) (207.64)
( I in crore )
2013-14 2012-13
C. Cash flows from financing activities :
Proceeds/(repayments) from/of fixed deposits (net) 3.25 (2.28)
Proceeds/(repayments) from short-term borrowings (227.66) (8.26)
Proceeds/(repayments) of long-term borrowings 36.97 1.71
Interest received/(paid) (net) 30.51 3.67
Dividend paid (20.20) (15.34)
Tax on dividends (3.43) (2.50)
Net cash from/(used in) financing activities (180.56) (23.00)
Net Increase/(Decrease) in cash and cash equivalents (A+B+C) (824.32) 222.69
Cash and cash equivalents at the beginning of year 1,054.93 831.93
Cash and cash equivalents on acquisition of subsidiaries - 1,054.93 0.31
Cash and cash equivalents at the end of year 230.61 1,054.93

Notes :
1) Cash flow statement has been prepared under the indirect method as set out in the Accounting Standard (AS) 3 Cash Flow
Statements.
2) Purchase of fixed assets includes movement of capital work-in-progress during the year.
3) Cash and cash equivalents represents cash and bank balances and include margin money of H136.06 crore; (Previous year
H841.48 crore) and unrealised loss of H0.20 crore ; (Previous year H0.45 crore) on account of translation of foreign currency bank
balances.
4) Previous year’s figures have been regrouped wherever necessary. 77
SHARP & TANNAN
by the hand of

Notes Accompanying to the Consolidated Financial Statements
Note 1 Significant Accounting Policies
1. Basis of Preparation of financial statements:-

The financial statements are prepared on accrual basis under the historical cost convention and comply in all material aspects with
the generally accepted accounting principles in India, the Accounting Standards prescribed under Section 211 (3C) of Companies
Act, 1956 and the applicable provisions thereof.
2. Use of estimates:-
The preparation of financial statements is in conformity with generally accepted accounting principles (‘GAAP’) which requires the
management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Any
revision to accounting estimates is recognised prospectively in current and future periods
3. Basis of preparation and principles of consolidation: -
The Consolidated Financial Statements relate to Apar Industries Limited (the Company) and its subsidiary companies, viz., Petroleum
Specialities Pte. Ltd., a company incorporated in Singapore and its down-stream subsidiary, viz., Quantum Apar Speciality Oils Pty.
Ltd., a company incorporated in Australia, Apar Chematek Lubricants Ltd., a company incorporated in India,(hereinafter referred to
as the “Group”).
The Consolidated Financial Statements have been prepared on the following basis:
(i) Subsidiaries
The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding
together the book values of like items of assets, liabilities, incomes and expenses, after eliminating intra group balances, intra group
transactions and also resulting unrealized profits or losses. The consolidation procedures are in accordance with the requirements of
Accounting Standard (AS) 21 ‘Consolidated Financial Statements’, notified by the Companies (Accounting Standards) Rules, 2006.
The excess of the cost to the company of its investment in subsidiary / Associate companies over its share of the equity of the
78 subsidiary companies at the dates on which the investments in the subsidiary companies are made, is recognised as ‘Goodwill’ being
an asset in the consolidated financial statements. Alternatively, where the share of equity in the subsidiary / Associates companies as
on the date of investment is in excess of cost of investment of the company, it is recognised as ‘Capital Reserve’ and shown under the
head ‘ Reserves and Surplus’, in the consolidated financial statements.
Minority interests in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority
shareholders at the dates on which investments are made by the Company in the subsidiary companies and further movements in
their share in the equity, subsequent to the dates of investments.
In case of foreign subsidiaries, revenue items are consolidated at the average exchange rates that prevailed during each month of
the year. All assets and liabilities are converted at the rates prevailing at the end of the year. Exchange gains and losses arising on
conversion are recognised in the Exchange fluctuation reserve.
The financial statements of the subsidiary /Joint Venture considered for consolidation are drawn up to the same reporting date as that
of the Company.
The Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and other events in similar
circumstances and are presented to the extent possible, in the same manner as the Company’s’ stand alone financial statements.
(ii) Associates
Investments in entities in which the parent company or any of its subsidiaries has significant influence but not a controlling interest,
are reported according to the equity method i.e. investment is initially recorded at cost, identifying any goodwill arising at the time
of acquisition. The carrying amount of investment is adjusted thereafter for the post acquisition change in the investor’s share of net
assets of the investee. The consolidated profit and loss account includes the investor’s share of the results of the operations of the
investee.
(iii) Joint Venture
Interest in a jointly controlled entity is accounted using proportionate consolidation method.
4. Fixed assets, Depreciation and Amortization:-
(i) Fixed assets are stated at cost of acquisition / construction (net of CENVAT) less accumulated depreciation. Cost includes purchase
price and other costs attributable to acquisition / construction of fixed assets.
(ii) Depreciation on assets is provided at the rates and in the manner prescribed under Schedule XIV of the Companies Act, 1956 (except
as stated in (iii) below):
(a) On written down value method except in respect of building and plant and machinery purchased after 30th April, 1987, which
are depreciated on straight line method.
(b) Capital Expenditure in respect of which ownership does not vest with the Company is amortized over a period of five years.
Leasehold land is amortized over the period of lease.
(c) Certain items of plant and machinery which have been considered to be continuous process plant by the management are
depreciated at the prescribed rates.
(d) In respect of Cable division all assets are depreciated on straight line method.
(iii) In the cases where the estimated useful life of the asset is less as compared to useful life estimated in Schedule XIV of the Companies
Act, 1956, such assets are depreciated at rates higher than those prescribed under Schedule XIV of the Companies Act, 1956.
Asset Rate
Factory building at Nalagarh Over the lease period of 8 years

(iv) In respect of assets costing less than H5,000 each and temporary structures, 100% depreciation is provided in the year of addition.
(v) Borrowing costs attributable to acquisition/construction of qualifying assets within the meaning of the Accounting Standard (AS) 16
on ‘Borrowing Costs’ are capitalised as a part of the cost of fixed assets.
(vi) Pre-operation expenses including trial run expenses (net of revenue) are capitalised.
5. Impairment of assets: -
The Group assesses, at each balance sheet date, whether there is any indication of impairment of the carrying amount of the
Group’s assets. An impairment loss is recognised in the Statement of profit and loss account wherever the carrying amount of the
assets exceeds its estimated recoverable amount. The recoverable amount is greater of the net selling price and value in use. In 79
assessing value in use, the estimated future cash flows are discounted to their present value, based on an appropriate discounting
factor. Impairment losses are recognised in the Statement of profit and loss. The impairment loss recognised in prior accounting
period is reversed if there has been change in recoverable amount.
6. Investments: -
Investments other than in subsidiaries, Associates and Joint Ventures have been accounted as per Accounting Standard (AS) 13
‘Accounting for Investments’.
7. Inventories:-
Inventories are valued at lower of standard cost or net realizable value. Cost includes material cost, cost of labour and attributable
manufacturing overheads. Cost of materials is arrived at on weighted average basis. Inventory of scrap is valued at estimated
realisable value. Inventories of finished goods include excise duty as applicable.
8. Government grants: -
(i) Government grants are recognised in the financial statements when they are received and there is reasonable assurance that the
Company will comply with the conditions attached to them.
(ii) Government grants, which are in the nature of refundable interest free loans received from government/semi-government authorities,
are credited to secured/unsecured loans.
(iii) Government grants which are in the nature of subsidies received from government/semi-government authorities and which are non-
refundable are credited to reserves.
9. Employee stock options:-
In respect of the employee stock options, the excess of fair price on the date of grant over the exercise price is recognised as
deferred compensation cost amortized over vesting period.
10. Voluntary retirement schemes:-

Compensations paid under voluntary retirement schemes are amortized over a period not exceeding 5 years, up to 31st March,
2010. The expenses incurred after 31st March, 2010 are charged to Statement of profit and loss.
11. Enterprise resource planning cost:

Cost of implementation of ERP Software including all related direct expenditure is amortized over a period of 5 years on successful
implementation.
12. Share issue expenses:

Share issue expenses are written off against share premium account if any or amortized over a period of five years.
13. Revenue recognition: -

i) Sale of goods is recognised on despatch to customers and on date of shipment in case of exports. Sales exclude amounts recovered
towards sales tax and excise duty and is net of returns.
(ii) In respect of service activities, income is recognised as and when services are rendered.
(iii) Price variation claims are accounted in accordance with the terms of contract and/or upon admittance by customers.
(iv) Dividend income on investment is recognised when the right to receive payment is established.
(v) Lease rental on operating lease is accounted on accrual basis.
14. Post-employment benefits:
Defined Contribution Plans: In respect of the Company’s provident fund scheme, the Company makes specified monthly
contributions towards employee provident fund directly to the Government under the Employees Provident Fund Act, 1952 and is
not obliged to bear the shortfall, if any, between the return on investments made by the Government from the contributions and
80 the return on notified interest rate. In respect of the Company’s approved superannuation scheme, the Company makes specified
contributions to the superannuation fund administered by the Company and the return on investments is adequate to cover the
commitments under the scheme. The Company’s contribution paid/payable under these schemes is recognised as expense in the
Statement of profit and loss during the period in which the employee renders the related service.
Defined Benefit Plans: In respect of the Company’s gratuity and leave wages schemes, the present value of the obligation under
such scheme is determined based on actuarial valuation using the Projected Unit Credit Method. The discount rates used for
determining the present value of the obligation is based on the market yields on Government securities as at the balance sheet
date. Actuarial gains and losses are recognised immediately in the Statement of profit and loss. Long-term compensated absences
are provided for based on actuarial valuation, made at the year end, by independent actuaries.
15. Translation of foreign currency:-

(i) The Group translates foreign currency transactions during the year, at the conversion rates prevailing on transaction dates.
(ii) Monetary items remaining unsettled at the year end are translated/reported at the year end rate. Exchange differences arising on such
revaluation are recognised in the Statement of profit and loss.
(iii) Non-Monetary items (other than fixed assets) are reported at the exchange rate at which they are accounted.
(iv) In case of forward contracts, premium on the forward contracts is recognised as income or expense over the life of the contract.
(v) Any income or expense on account of exchange difference either on settlement or on translation is recognised in the Statement of
profit and loss except in case of long term liabilities, where they relate to acquisition of fixed assets, in which case they are adjusted to
the carrying cost of such assets.
16. Derivative Contracts:-
Derivative contract entered into, to hedge commodity/forex unexecuted firm commitment and highly probable forecast transaction
are recognised in the Financial Statements at fair value as on Balance sheet date. The gains or losses arising out of fair valuation
of derivative contracts are recognised in the Statement of profit and loss or Balance sheet as the case may be after applying the
test of hedge effectiveness. The gain or losses are recognised as ‘Hedge Reserve’ in the Balance sheet when the hedge is effective
and where the hedge is ineffective the same is recognised in the Statement profit and loss. The gains and losses on roll over or
cancellation of derivative contract which qualify as effective hedge are recognised in the Statement of profit and loss in the same
period in which the hedge item is accounted.
17. Export benefits/Incentives: -

The Group accounts for excise duty rebate on deemed and physical exports and duty entitlements/focus benefits on physical
exports on accrual basis. Premium on special import licence is credited in the accounts as and when realised. The benefits in the
form of entitlements to Advance Licenses for duty free import of raw materials in respect of exports made are accounted when
such imports are made. The benefits in the form of entitlements to status holders licenses are accounted when licenses are utilised.
18. Claims against the Group not acknowledged as debts: -

The demands under disputed showcause notices / orders of statutory authorities are provided in the accounts on the basis of
management’s estimate and the balance, if any are included in contingent liability.
19. Taxes on income:-

(a) Tax on income for the current period is determined on the basis of estimated taxable income and tax credits computed in
accordance with the provisions of the Income Tax Act, 1961 and based on the expected outcome of assessments / appeals.
(b) Deferred tax is recognised on timing differences between the accounted income and the taxable income for the year, and
quantified using the tax rates and laws enacted or substantively enacted as on the balance sheet date.
(c) Deferred tax assets relating to unabsorbed depreciation / business losses are recognised and carried forward to the extent
there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be
realised.
(d) Other deferred tax assets are recognised and carried forward to the extent that there is a reasonable certainty that sufficient
81
future taxable income will be available against which such deferred tax assets can be realised
20. Provision for contingencies:-
A provision is recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources
will be required to settle the obligation and in respect of which reliable estimates can be made. Disclosure of contingent liability
is made when there is a possible obligation or a present obligation that may but probably will not require an outflow of resources.
When likelihood of such outflow is remote, no provision or disclosure is made. Provision arising from litigations, assessments by
statutory authorities, etc. is made when the Group based on legal advice wherever necessary estimates that the liability has been
incurred and the amount can be reasonably estimated.
21. Borrowing costs

(a) Borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset are capitalized as
part of the cost of such asset till such time as the asset is ready for its intended use or sale. A qualifying asset is an asset that
necessarily requires a substantial period of time (generally over twelve month) to get ready for its intended use or sale.
(b) All other borrowing costs are recognised as expense in the period in which they are incurred.
22. Lease accounting:-
Operating lease rentals are expensed with reference to lease terms and other considerations.
Note 2 Share Capital
( I in crore )
31 March 2014 31 March 2013
Authorised
( Previous year 91,998,750 Equity shares of H10 each)
Issued
(Previous year 38,470,431 Equity shares of H10 each)
Subscribed and Paid up
38,470,431 Equity shares of H10 each fully paid 38.47 38.47
(Previous year 38,470,431 Equity shares of H10 each fully paid )
Total 38.47 38.47
Notes :
a. Reconciliation of the number of shares outstanding at the beginning and at the end of the year.
Equity Shares
31 March 2014 31 March 2013

No of Shares I crore No of Shares I crore
At the beginning of the period 38,470,431 38.47 35,972,394 35.97
Issued during the year - - *24,98,037 2.50
Outstanding at the end of the period 38,470,431 38.47 38,470,431 38.47
*Issued during the year to shareholders of erstwhile Uniflex Cables Limited as per the Scheme of Amalgamation
82 b. Terms/rights attached to equity shares

i) The Company has one class of equity shares having a par value of H10 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 31st March 2014, the amount of per share dividend recognised as distributions to equity shareholders is
H5.25, ( Previous year H5.25 ).
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.
c. Details of Shareholders holding more than 5% shares in the company
31 March 2014 31 March 2013

No of Shares % of No of Shares % of
holdings in holdings in
the class the class
Equity shares of I10 each fully paid
Dr. N. D. Desai 7,371,861 19.16% 6,914,222 17.97%
Kushal N. Desai 7,378,528 19.18% 6,920,778 17.99%
Chaitanya N. Desai 7,367,360 19.15% 6,909,610 17.96%
Templeton Strategic Emerging Markets Fund III, L.D.C. 3,636,363 9.45% 3,636,363 9.45%
Reliance Capital Trustee Co Ltd. A/c. Reliance Diversified Power 1,931,313 5.02% 1,914,238 4.97%
Sector Fund
Shinny Limited, Mauritius - - 2,635,138 6.85%
As per records 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.
Note 2 Share Capital (Contd.)
d. Shares reserved for issue under options

The Company provides share-based payment to its employees. During the year ended 31st March, 2014, 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 upto 1,616,802 options, but the Board has granted 175,150 options till date.
31 March 2014 31 March 2013

i. Outstanding at the beginning of the year 175,150 175,150
ii. Vested during the year - -
iii. Forfeited during the year 75,856 -
iv. Exercised during the year - -
v. Outstanding at the end of the year 99,294 175,150
vi. Exercisable at the end of the year 99,294 175,150

Note 3 Reserves and Surplus
( I in crore )
31 March 2014 31 March 2013
Capital Reserve
Balance as per the Balance sheet 23.77 24.99
Add : Transferred on amalgamation of a subsidiary - 0.16
: Difference between share capital of erstwhile MCWPL and Investment in books - (1.38)
Closing balance 23.77 23.77
Capital Redemption Reserve 14.75 14.75 83
Securities Premium Account
Add: Transferred on amalgamation of a subsidiary - 1.14
Cash Flow Hedging Reserve
Balance as per the last Balance sheet (1.69) (16.58)
Add: (Deduction)/Addition during the year (net) 1.41 14.89
Closing Balance (0.28) (1.69)
Currency Fluctuation Reserve (0.56) (2.72)
General Reserve
Add : Amount transferred from the Statement of Profit and loss 21.00 18.34
: Deferred tax asset created in respect of erstwhile MCWPL - 1.66
Surplus/(deficit) in the Statement of profit and loss
Add : Transferred on amalgamation of a subsidiary as on 1st April, 2012 - 0.08
Add : Profit for the year 89.65 109.45
Less : Appropriations
Proposed final equity dividend (amount per share H5.25 (Previous year H5.25)) (20.20) (20.20)
Tax on proposed dividend (3.43) (3.43)
Transfer to General Reserve (21.00) (18.34)
Total appropriations (44.63) (41.97)
Net surplus in the Statement of profit and loss 272.72 227.70
Total Reserves and Surplus 657.75 588.16
Note 4 Long-Term Borrowings
( C in crore )
31 March 31 March 31 March 31 March
2014 2014 2013 2013
Non-Current Current Non-Current Current
Secured Loans
Term loans
Foreign currency loan from banks (Refer Note below) 55.13 8.99 27.15 -
Unsecured Loans
Deposits
Public deposits 14.35 4.77 5.54 10.49
Deposits from directors 0.65 0.01 0.25 0.50
70.13 13.77 32.94 10.99
Note:
- The Foreign Currency term loan from Credit Agricole CI Bank, Singapore is secured by exclusive charge on the assets acquired by
the Company with the proceeds of the facility.

- The Foreign Currency Term Loan from Union Bank of India, Hong Kong is secured by first charge by way of equitable mortgage by
deposit of title deeds of Company’s Athola properties and exclusive hypothecation charge on the assets acquired by the Company
with the proceeds of the facility situated at other locations.
- Terms of repayment of term loan- In August 2014 H8.99 crore, in August, 2015 H8.99 crore, in May, 2016 H9.59 crore,in August, 2016
H11.98 crore, in May, 2017 H10.79 crore and in May, 2018 H13.78 crore
Note 5 Deferred Tax Liabilities (Net)

84
( I in crore )
31 March 2014 31 March 2013
Deferred tax liability arising on account of timing difference in:
Book and tax depreciation 30.15 20.39
Deferred tax assets arising on account of timing difference in:
Allowances for doubtful debts and advances (4.96) (5.13)
Provision for gratuity and leave salary (1.28) (1.11)
Voluntary retirement scheme (1.45) (1.58)
Expenses allowable on payment basis - (2.26)
22.46 10.31
Note 6 Other Long-Term Liabilities
( I in crore )
31 March 2014 31 March 2013
Advance from customers 4.67 11.95
Deposits from dealers 1.98 1.84
6.65 13.79
Note 7 Long-Term Provisions
( I in crore )
31 March 2014 31 March 2013
Provision for gratuity- In respect of employees - 0.03
Provision for gratuity- In respect of directors 0.52 0.45
Provision for leave benefits 2.55 2.33
3.07 2.81
Note 8 Short-Term Borrowings
( I in crore )
31 March 2014 31 March 2013
Secured Loans
Working capital loans from banks (Refer Notes below)
Rupee loans 2.58 0.02

143.28 44.16
Unsecured Loans
Buyer's Credit in foreign currency 478.42 850.38
Loans and Advances from related parties repayable on demand - 0.08
707.99 940.32 85
Note:
Working capital loans from banks (secured) H143.28 crore are secured by :
(i) hypothecation of specified stocks, specified book debts of the Company.
(ii) first charge by way of equitable mortgage by deposit of title deeds of Company’s specified immovable properties, both present
and future.
Note 9 Trade Payables
( I in crore )
31 March 2014 31 March 2013
Trade payables (including acceptances)
Due to micro and small enterprises 7.79 3.27
Due to other than micro and small enterprises 1,359.47 1,480.80
1,367.26 1,484.07
Note 10 Other Current Liabilities
( I in crore )
31 March 2014 31 March 2013
Current maturities of long-term borrowings
Current portion of long term loan (Refer Note no.4) 8.99 -
Interest accrued but not due on borrowings 6.38 11.73
Investor Education and Protection Fund (Refer Note (a) below)
Unclaimed dividend 0.68 0.64
Creditors for capital expenditure 4.31 5.12
Statutory dues towards Government 8.91 6.50
Other payables (Refer Note (b) below) 64.02 86.56
98.07 121.54
Note:-
(a) There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund as on 31st March, 2014.
(b) Other payables includes security deposit, book overdraft and advance from customers.
Note 11 Short-Term Provisions
( I in crore )
31 March 2014 31 March 2013
86 Liability to the Employee Gratuity Fund 0.00 0.02
Provision for leave benefits 0.69 0.60
0.69 0.62
Other provisions
Proposed dividend 20.20 20.20
Provision for tax on proposed dividend 3.43 3.43
23.63 23.63
24.32 24.25
Note 12 Fixed Assets
( I in crore )
Gross Block Depreciation Net Block
As at Transfer on Additions Deductions Other As at Upto Transfer on For the year Deductions/ Upto As at As at
01-04-2013 Acquisition Adjustment 31-03-2014 31-03-2013 Acquisition Adjustment 31-03-2014 31-03-2014 31-03-2013
(i) Tangible assets
Land- Freehold 17.14 - 8.65 - - 25.79 - - - - - 25.79 17.14
Land-Leasehold 12.14 - - - - 12.14 1.25 - 0.15 - 1.40 10.74 10.89
Building (Refer Note below) 98.64 - 30.36 (7.38) - 121.62 22.83 - 3.56 (7.38) 19.01 102.61 75.81
Plant and machinery (Refer Note below) 274.33 - 78.35 (14.77) 2.69 340.60 147.65 - 19.68 (9.08) 158.25 182.35 126.68
Furniture and fixtures 7.24 - 2.51 (0.07) - 9.68 5.56 - 0.46 (0.07) 5.95 3.73 1.68
Equipments 14.12 - 3.24 (0.16) - 17.20 9.56 - 1.39 (0.13) 10.82 6.38 4.56
Motor vehicles 6.15 - 1.35 (0.48) - 7.02 3.05 - 1.03 (0.38) 3.70 3.32 3.10
Sub total (i) 429.76 - 124.46 (22.86) 2.69 534.05 189.90 - 26.27 (17.04) 199.13 334.92 239.86
(ii) Intangible assets
Specialised software 5.47 - 1.14 - - 6.61 3.26 - 0.70 - 3.96 2.65 2.21
Non compete fee 0.54 - - - - 0.54 0.03 - 0.05 - 0.08 0.46 0.51
Sub total (ii) 6.01 - 1.14 - - 7.15 3.29 - 0.75 - 4.04 3.11 2.72
Total (i+ii) 435.77 - 125.60 (22.86) 2.69 541.20 193.19 - 27.02 (17.04) 203.17
31 March 2013 354.97 0.40 78.07 (2.06) 4.39 435.77 170.02 0.22 24.01 (1.07) 193.19
(iii) Capital work-in-progress-Tangible assets
Buildings 2.61 21.12
Sub total (iii) 18.08 45.10
(iv) Intangible assets under development
Specialised software - 0.28
Sub total (iv) - 0.28
Grand Total 356.11 287.96
Note
a. Includes expenditure on Research and development H0.67 crore, (Previous year H0.42 crore) for Plant and machinery and H nil, (Previous year H2.46 crore) for Building (Refer Note 30 (A))
b. In line with Notification No G.S.R. 914(E) dated 29th December, 2011 issued by the Ministry of Corporate Affairs, Government of India in respect of accounting periods commencing on or after the 1st April, 2011 for an enterprise
which had earlier exercised the option under paragraph 46 and at the option of any other enterprise, the exchange differences arising on reporting of long-term foreign currency monetary items at rates different from those at
which they were initially recorded during the period, or reported in previous financial statements, in so far as they relate to the acquisition of a depreciable capital asset, can be added to or deducted from the cost of the asset and
shall be depreciated over the balance life of the asset. Accordingly, H2.69 crore (Previous year H4.39 crore) have been capitalised to Plant and machinery. (Refer note 1(15)(v)). The unamortised amount of such exchange differences,
as on 31st March, 2014 is H6.83 crore (Previous year H4.61 crore)
87

Note 13 Long-Term Loans and Advances
( I in crore )
31 March 2014 31 March 2013
Capital advances 9.24 10.77
Security deposit 5.69 3.82
Others loans and advances 23.40 28.45
Income tax paid against disputed demands 6.99 6.99
Total 45.32 50.03
Note 14 Current Investments
Units as at 31 March 2014 Units as at 31 March 2013

31 March 2014 I crore 31 March 2013 I crore
Investments in Liquid funds
Union KBC Fixed Maturity Plan Series 7- Growth 500,000.00 0.50 - -
Union KBC Fixed Maturity Plan Series 7- Growth Direct Plan 1,000,000.00 1.00 - -
Union KBC Liquid Fund Growth - - 152,680.21 17.81
Union KBC Ultra Short term Debt Fund - - 181,688.96 19.50
IDBI Liquid Fund - - 340,586.82 42.31
Total 1.50 79.62
( I in crore )
31 March 2014 31 March 2013
88 Aggregate market value of quoted investments 1.60 80.52
1.60 80.52
Note 15 Inventories
( I in crore )
31 March 2014 31 March 2013
Raw materials and components 509.62 312.08
Raw materials-in transit 270.42 216.38
Stock-in-trade 8.16 8.98
Stock-in-trade-in transit 0.52 0.20
Stores and spares 20.30 14.03
Total 1,017.04 751.48
Note 16 Trade Receivables
( I in crore )
31 March 2014 31 March 2013
Unsecured, considered good unless stated otherwise outstanding for a period exceeding six
months from the date they are due for payment
Unsecured, considered good 26.89 22.51
Unsecured, considered doubtful 14.60 15.81
41.52 38.35
Less: Allowances for doubtful debts 14.60 15.81
26.92 22.54
Other receivables
Unsecured, considered good 1,076.16 790.32
1,076.65 791.24
Total 1,103.57 813.78

Note 17 Cash and Bank Balances
( I in crore )
31 March 2014 31 March 2013
Cash and cash equivalents
Balances with banks:
On current accounts 77.50 202.58
On deposits with original maturity of less than three months 12.25 2.16
On unclaimed dividend account(Refer Note (i) below) 0.68 0.64 89
Cash on hand 0.09 0.21
Cheque on hand 2.95 -
Funds in transit 1.08 7.56
94.55 213.15
Other bank balances
Deposits with original maturity for more than 3 months but less than 12 months - 0.30
Margin money deposit (Refer Note (ii) below) 136.06 841.48
136.06 841.78
230.61 1,054.93
Note:
(i) There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund as at 31st March, 2014.
(ii) Against letters of credit for Company’s import of raw materials and working capital loans.
Note 18 Short-Term Loans and Advances
( I in crore )
31 March 2014 31 March 2013
Loan and advances to related parties 0.00 1.56
Others
Advances recoverable in cash or in kind or for value to be received 117.10 94.85
Balances with statutory/government authorities 57.74 37.05
Total 174.84 133.46
Loans to related parties
AIL Benefit Trust 0.00 0.00
Apar Technologies Private Ltd. - 1.56
0.00 1.56
Note 19 Other Current Assets

( I in crore )
I in crore 31 March 2014 31 March 2013
Interest accrued but not due on fixed deposits 6.15 23.14
Interest accrued but not due on security deposits 0.02 0.02
Assets held for sale 0.02 0.02
Receivable from AIL Benefit Trust
- Original value of investment 83.44 83.44
- Provision for diminution in value (55.55) (55.55)
90 27.89 27.89
Other receivable 14.27 15.46
Total 48.35 66.53
Note 20 Revenue from Operations
( I in crore )
31 March 2014 31 March 2013
Sale of products
Finished goods 4,931.34 4,916.23
Raw materials 36.30 30.03
Share of Joint Venture (Refer Note 31(b)) - 1.33
Total 5,050.51 4,974.46
Sale of services 2.66 1.36
Other operating revenue
Others 51.68 37.77
Total 51.68 37.77
Revenue from operations (gross) 5,104.85 5,013.59
Less : Excise duty 471.92 362.90
Note 21 Other Income
( I in crore )
31 March 2014 31 March 2013
Dividend income from AIL Benefit Trust 0.86 0.65
Dividend on short-term investment in liquid funds - 0.04
Net gain on sale of short term investment in liquid funds 3.61 1.56
4.47 2.25
Note 22 Cost of Raw Materials and Components consumed
( I in crore )
31 March 2014 31 March 2013
Inventory at the beginning of the year 528.46 482.40
Add: Purchases 3,857.42 3,691.88
4,385.88 4,174.28
Less: Inventory at the end of the year 780.04 528.46

Cost of raw materials and components consumed 3,605.84 3,645.82
Note 23 Changes in Inventories of Finished goods, Work-in-progress and Stock-in-trade
( I in crore )
31 March 2014 31 March 2013
Inventories at the end of the year
Work-in-progress 88.64 81.21 91
216.70 208.98
Inventories at the beginning of the year
208.98 189.36
(7.72) (19.62)
Note 24 Employee Benefits Expense
( I in crore )
31 March 2014 31 March 2013
Salaries, wages and bonus 59.40 48.64
Contribution to provident and other funds 4.20 4.20
Staff welfare expenses 3.19 2.90
66.79 57.26
Note 25 Other Expenses
( I in crore )
31 March 2014 31 March 2013
Consumption of stores and spares 13.72 13.94
Packing materials 152.42 154.61
Excise duty adjustment of finished goods stock 2.18 2.33
Storage charges 8.17 12.59
Power, electricity and fuel 56.41 56.84
Processing charges, fabrication and labour charges 50.45 39.82
Freight and forwarding charges 169.53 186.52
Rent 2.06 2.09
Rates and taxes 4.09 3.67
Insurance 7.67 5.88
Repairs and maintenance
Buildings 1.34 0.59
Others 3.19 2.78

Advertising and sales promotion 1.65 11.57
Sales commission 27.14 26.11
Travelling and conveyance 12.95 8.83
Printing and stationery 1.59 1.23
Legal and professional fees 10.62 8.96
Directors' sitting fees 0.07 0.06
Commission to Chairman,Managing Director and Joint Managing Director 3.23 4.41
92 Discount and rebates 3.61 7.50
Lease rental 0.89 0.32
Donation 0.47 2.01
Royalty 7.52 3.37
Marketing fees - 5.15
Bank charges and commission 9.32 9.51
Exchange differences (net) 1.30 3.11
Bad debts and advances written-off 3.35 13.67
Less: Allowances for doubtful debts utilised (0.08) (3.01)
3.27 10.66
Allowances for doubtful debts and advances 4.06 5.49
Loss on sale of fixed assets (net) 0.07 0.22
Miscellaneous expenses 34.55 31.32
596.76 628.32
Note 26 Exceptional Items
( I in crore )
31 March 2014 31 March 2013
Voluntary Retirement Compensation 0.86 4.62
0.86 4.62
Note 27 Finance Costs
( I in crore )
31 March 2014 31 March 2013
Interest expenses
Interest expenses 50.64 75.20
Bank charges for borrowing 14.60 16.77
Applicable net loss on foreign currency transactions and translation 149.76 124.99
215.00 216.96
Interest income on
Bank deposits (66.74) (77.20)
Others (2.78) (5.19)
(69.52) (82.39)
145.48 134.57
Note 28 Earnings Per Share (EPS)

Sr. Particulars 31 March 2014 31 March 2013
No.
1 Profit after tax and before extraordinary items- in H in crore 89.65 109.45
2 Profit after tax and extraordinary items- in H in crore 89.65 109.45
3 Weighted Number of Equity Shares outstanding during the year 3.85 3.85
4 Nominal Value of Equity Shares in H 10.00 10.00
5 Earnings Per Share - in H
Basic and Diluted (before extraordinary items) 23.30 28.45 93
Basic and Diluted (after extraordinary items) 23.30 28.45
Note 29 Contingent Liabilities and Commitments
( I in crore )
31 March 2014 31 March 2013
A) Contingent liabilities not provided for:
(a) Claims against the Company not acknowledged as debts -
(i) Demand/ Show cause-cum-demand notices received and contested by the Company
with the relevant appellate authorities:
Excise duty (also refer note (iii) below) 7.19 4.65
Service tax 0.20 0.20
Customs duty 4.81 2.90
Sales tax 12.72 10.54
(ii) Arbitration award regarding dispute of alleged contractual non-performance by the
Company, against which the Company is in appeal before Bombay High Court. 8.66 7.94
(iii) Interest on delayed payment of excise duty, (which duty payment was revenue neutral)
on certain deemed exports. Department has filed appeal in the Supreme Court against
High Court Order in Company's favour. 4.45 4.45
(iv) Labour matters 7.43 6.80
(v) Others 6.35 6.07
(b) Bills of exchange discounted 243.64 206.61
(c) Taxation:
Disputed demands of income tax 6.99 6.99
B) Capital commitments
Estimated amounts of contracts remaining to be executed on capital account and not
provided for (net of advances) 14.47 13.93
Note 30 Research and Development Expenses :
( I in crore )
31 March 2014 31 March 2013
(A) R & D Center-OIL (Rabale - DSIR Recognised)
sub-Total 1.76 1.73
Building - 2.11
0.64 2.43
Total 2.40 4.16
(B) R & D Center-Conductor (Silvassa)
(a) Salary, wages and other benefits - -
sub-Total 0.60 0.96

Building - -
Plant and machinery - -
- -
0.60 0.96
(C) R & D Center-Cable (Khetalwad)
94 sub-Total 0.54 0.33
Building - 0.35
0.03 0.45
Total 0.57 0.78
Grand Total (A+B+C) 3.57 5.90
Note 31
a) The subsidiaries (which along wih Apar Industries Limited, the parent, constitute the Group) considered in the consolidated
financial statements are:
Name of the Company Country of % voting power held as % voting power held as
Incorporation on 31st March, 2014 on 31st March, 2013
Petroleum Specialities Pte. Ltd. Singapore 100.00 100.00
Quantum Apar Speciality Oils Pty. Ltd. - (Subsidiary of
Petroleum Specialities Pte. Ltd.) Australia 65.00 65.00
Apar ChemateK Lubricants Limited (became
subsidiary w.e.f. 27th September, 2012) India 97.50 97.50
b) Interests in Joint Ventures

The Group’s interests in jointly controlled entity (incorporated Joint Venture) is:
Name of the Company Country of % of ownership interest % of ownership interest
Incorporation as at 31st March, 2014 as at 31st March, 2013
Apar ChemateK Lubricants Limited (became
subsidiary w.e.f. 27th September, 2012) India 97.50 97.50
Note 31 (Contd.)
( I in crore )
Sr. Transactions As at As at
No. 31 March 2014 31 March 2013
I) Equity and liabilities
1. Share Capital - -
2. Reserve and Surplus - -
3. Long term Provisions - -
4. Current Liabilities
(a) Trade Payable - -
(b) Other Current Liablitities - -
(c) Short-term Provisions - -
II) Assets
1. Fixed Assets
(a) Tangible assets - -
(b) Intangible assets - -
2. Deferred tax assets/(liability) (net) - -

3. Long- term Loans and Advances - -
4. Current assets
(a) Inventories - -
(b) Trade Receivable - -
(c) Cash and cash equivalents - -
(d) Short-term Loans and Advances - -
III) Income
1. Revenue from operations - 6.48
2. Other Income - 0.01 95
IV) Expenses
1. Purchase of traded goods - 0.93
2. Changes in inventories of stock-in-trade - 0.08
3. Employee benefits Expense - 1.52
4. Depreciation and amortisation expenses - 0.03
5. Other expenses - 4.39
6. Profit Before Tax - (0.46)
7. Tax expense - (0.15)
8. Net Profit/(loss) - (0.31)
V) Other matters
1. Contingent Liabilities - -
2. Capital Commitments - -
Note 32 Related Party Disclosures
A. List of Related Parties

a). Joint Venture Company:
Apar ChemateK Lubricants Ltd. (upto 26th September, 2012)
b). Key Managerial Personnel:

Mr. K. N. Desai - Managing Director
Mr. C. N. Desai - Joint Managing Director
Mr. G. Sudhakar - Director - Petroleum Specialities Pte. Limited
c). Chairman having significant influence:

Dr. N. D. Desai - Non Executive Chairman
d). Relatives of Key Managerial Personnel

Mrs. M. N. Desai
Mrs. Noopur Kushal Desai
Mr. Rishabh K. Desai
Ms. Gaurangi K. Desai
Mrs. Jinisha C. Desai
Master Devharsh C. Desai
Ms Nitika C. Desai
Mrs. Vineeta R. Srivastava
Mr. Rajeev Srivastava
Ms. Krishangi R. Srivastava
e). Entities over which significant influence is exercised by key management personnel/individuals having significant
influence:
Apar Corporation Private Ltd. Kushal Chaitanya N. Desai Family Trust

Scope Private Limited and its’ subsidiaries, viz Chaitanya N. Desai Family Trust
a) Apar Investment ( Singapore ) Pte. Ltd. Catalis World Private Ltd.
b) Apar Investment Inc. Gayatri Associates
Kushal N. Desai Family Trust AIL Benefit Trust
Apar Technologies Private Ltd. Quantum Chemical Pty. Ltd.
B. Related Party Transactions

96 (i) Joint Venture Company (Apar ChemateK Lubricants Limited):
( I in crore )
No.
1 Marketing fees - 10.29
2 Sale of goods - 1.86
(ii) Key Managerial Personnel :

2 Directors' remuneration 3.65 4.46
4 Sitting fees - 0.00
(iii) Chairman having significant influence

2 Director's commission 1.08 1.47
3 Legal and professional fees 0.51 0.51
4 Sitting fees 0.01 0.01
(iv) Relatives of Key Managerial Personnel:

( I in crore )
No.
(v) Entities over which key management personnel/individual having significant influence
( I in crore )
No.
2 Rent paid 0.74 0.73

3 Arranging Fees 0.02 0.18
5 Management Fees 1.79 1.84
Loans and advances receivable 2.41 1.56
C. Disclosure in respect of transactions which are more than 10% of the total transactions of the same type with related parties
during the year 97
( I in crore )
31 March 2014 31 March 2013
(i) Interest paid
- Dr. N. D. Desai 0.08 0.08
- Rishabh K. Desai 0.06 0.09
- Vineeta R. Srivastava - 0.15
- Apar Investment Inc. 0.00 0.04
(ii) Dividends paid (payment basis)
- Dr. N. D. Desai 3.63 2.75
(iii) Legal and professional fees
- Dr. N. D. Desai 0.51 0.51
(iv) Rent paid
- Apar Corporation Private Ltd. 0.63 0.63
- Apar Technologies Private Limited 0.11 0.10
(v) Marketing fees
- Apar Chematek Lubricants Ltd. - 10.29
(vi) Director remuneration
- Dr. N. D. Desai 1.08 1.47
- Mr. G. Sudhakar - Director - Petroleum Specialities Pte. Ltd. 0.21 0.21
( I in crore )
31 March 2014 31 March 2013
(vii) Sitting fees
- Kushal N. Desai - 0.00
- Chaitanya N. Desai - 0.00
- Dr. N. D. Desai 0.01 0.01
(viii) Arranging fees
- Apar Investment Inc 0.02 0.18
(ix) Managment fees
- Quantum Chemical Pty Ltd. 1.79 1.84
Note 33 Segment Information
The Company’s operations predominantly relate to manufacture of Conductors, Transformer/Speciality Oils and Power/ Telecom cables
which businesses have been identified as primary segments based on the Company’s risk profile and internal reporting structure.
a. Primary Segments (Business Segments)

Oils Cables
Revenue
Other income 0.00 - - 4.47 - 4.47
98 Inter-Segment Sales 7.67 1.62 4.48 - (13.77) -
Total revenue 1,624.53 2,402.87 601.40 22.37 (13.77) 4,637.40
Segment results before finance costs and tax 115.36 192.48 0.59 1.75 310.18
income 36.17
Tax expense 38.62
Capital employed
Segment assets 972.48 1,443.56 496.58 7.45 - 2,920.07
Capital expenditure 35.88 12.35 49.61 - - 97.84
Depreciation and Amortisation expense 8.62 6.03 10.24 - - 24.89
Oils Cables
Revenue
Other income 0.04 - 0.00 2.21 - 2.25
Inter-Segment Sales 31.24 2.57 14.74 0.01 (48.56) -
Total revenue 2,226.30 2,039.36 418.53 17.31 (48.56) 4,652.94
Segment results before finance costs and tax 197.08 123.42 (0.86) 1.14 320.78
income 35.91
Tax expense 40.17

Capital employed
Segment assets 1,099.94 1,620.93 385.94 7.80 3,114.61
Capital expenditure 32.27 21.81 51.29 - 105.37 99
Depreciation and Amortisation expense 9.81 4.75 7.20 - 21.76
b. Secondary Segments (Geographical Segments)

( I in crore )
31 March 2014 31 March 2013
Segment Revenue
- Within India* 3,077.46 3,237.78
- Outside India 1,555.47 1,412.91
4,632.93 4,650.69
* include deemed exports H14.25 crore (Previous year H0.09 crore)
( I in crore )
31 March 2014 31 March 2013
Segment Assets
- Within India 2,575.24 2,841.94
- Outside India 422.73 416.50
2,997.97 3,258.44
-The Company’s tangible fixed assets are located entirely in India.
c. Segment revenue and results

The expenses which are not directly attributable to the business segment are shown as unallocable corporate/other expenses (net
of miscellaneous income).
Segment assets and liabilites

Segment assets include all operating assets used by the business segment and consists principally of fixed assets, debtors and
inventories.
Segment liabilities primarily include creditors and other liabilities.
Assets and liabilities that cannot be allocated between the segments are shown as a part of unallocable corporate assets and
liabilites respectively.
Note 34
As per the Accounting Standard (AS), 28 Impairment of Assets, the Company has reviewed the potential generation of economic benefit
from its fixed assets and accordingly, necessary impairment loss has been provided in the financial statements.
Note 35
H0.00 indicate amount less than H50,000
Note 36
Figures for previous year have been regrouped, wherever necessary.
100
Signatures to Note 1 to 36 For and on behalf of the Board of Directors

SHARP & TANNAN
by the hand of

(CIN : L91110GJ1989PLC012802)
Regd. Office : 301, Panorama Complex, R. C. Dutt Road, Vadodara – 390 007 (Gujarat).
Phone : 0265-2339906, 2331935 Fax : 0265- 2330309
Email : com_sec@apar.com Website : www.apar.com
TWENTY FIFTH ANNUAL GENERAL MEETING
Friday, 1st August, 2014
PROXY FORM
I / We, being member(s), holding___________________________________________________________________ Shares of the above named company, hereby appoint :
(1) Name__________________________________________________________ Address_______________________________________________________________

_ ______________________________________________________________ Email Id________________________________________________________________
Signature____________________________________________________or failing him / her;
(2) Name__________________________________________________________ Address_______________________________________________________________

_ ______________________________________________________________ Email Id________________________________________________________________
Signature____________________________________________________or failing him / her;
(3) Name__________________________________________________________ Address_______________________________________________________________

_ ______________________________________________________________ Email Id________________________________________________________________
Signature____________________________________________________
as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 25th Annual General Meeting of the Company to be held on Friday, August 1, 2014
at 2.00 P.M. in the Conference Room, Gujarat Employers’ Organisation (GEO), Trident Complex, D-Wing 34-35, 3rd Floor, Opp. Geri, Race Course, Vadodara – 390 007
(Gujarat) and at any adjournment thereof in respect of such resolutions as are indicated below :
Resolution Resolutions Optional *
No.
Ordinary Business : For Against
1. Adoption of Accounts
2. Declaration of Dividend
3. Re-appointment of Dr. N. D. Desai who offers to retire by rotation and, being eligible offers himself for re-appointment.
4. Appointment of Statutory Auditors
Special Business :
5. Appointment of Dr. N. K. Thingalaya as Independent Director for five consecutive years upto the conclusion of 30th
Annual General Meeting of the Company in the calendar year 2019.
6. Appointment of Shri F. B. Virani as Independent Director for five consecutive years upto the conclusion of 30th Annual
General Meeting of the Company in the calendar year 2019.
7. Appointment of Shri Suyash Saraogi as Independent Director for five consecutive years upto the conclusion of 30th
8. Appointment of Smt. Nina Kapasi as Independent Director for five consecutive years upto the conclusion of 30th
9. Payment of remuneration to Cost Auditors.
10. Special Resolution for borrowing limits under Section 180(1)(c) of the Companies Act, 2013.
11. Special Resolution for creation of mortgage, charge etc. of the assets / properties of the Company under Section 180(1)
(a) of the Companies Act, 2013.
Signed this___________________________day of__________________________, 2014

Member’s Folio / DP ID – Client ID No._________________________________________ Affix
Re. 1
Signature of shareholder___________________________________________________ revenue
stamp
Signature of Proxy holder(s)_________________________________________________
Notes: 1. This Form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before
the commencement of Meeting.
2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the Twenty Fifth Annual General Meeting.
*3. It is optional to put a ‘X’ in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or
all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
4. Please complete all details including details of member(s) in above box before submission.
APAR INDUSTRIES LIMITED
(CIN : L91110GJ1989PLC012802)
Regd. Office : 301, Panorama Complex, R. C. Dutt Road, Vadodara – 390 007 (Gujarat).
Phone : 0265-2339906, 2331935 Fax : 0265- 2330309
Email : com_sec@apar.com Website : www.apar.com
TWENTY FIFTH ANNUAL GENERAL MEETING

Friday, 1st August, 2014
ATTENDANCE SLIP
(To be handed over at the entrance of the meeting Venue)
FOLIO NUMBER:
NO. OF EQUITY SHARES:
CLIENT ID NUMBER:
DP ID NUMBER:
Name of the attending member / proxy (in block letters)..................................................................................................................................................................................
Name of proxy (in block letters)...........................................................................................................................................................................................................................................

(to be filled by the proxy attending instead of the member)
I hereby record my presence at the 25th Annual General Meeting of the Company to be held on Friday, 1st August, 2014 at 2.00
P.M. in the Conference Room, Gujarat Employers’ Organisation (GEO), Trident Complex, D-Wing 34-35, 3rd Floor, Opp. Geri, Race
Course, Vadodara – 390 007 (Gujarat).
------------------------------------------------
Member’s / Proxy’s Signature
Notes: 1) Please fill the Folio / DP ID-Client ID No. and name, sign this Attendance Slip and hand it over at the entrance of the
Meeting Hall.
2) Members / Proxies are requested to bring attendance slip with them. Duplicate slips will not be issued at the venue of the
Meeting.
BOOK POST
If undelivered please return to:

APAR INDUSTRIES LTD.
301, Panorama Complex, R. C. Dutt Road
Vadodara - 390007
www.apar.com

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POWERING AHEAD!

56 YEARS OF POWERFUL PERFORMANCE

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Financial Highlights ............................................................................................................................................. 02

Directors’ Report .................................................................................................................................................... 11

Corporate Governance Report ..................................................................................................................... 24

Financial Section .................................................................................................................................................... 35

Consolidated Accounts ..................................................................................................................................... 73

Apar Industries Limited

Apar Industries Limited

Resolution: H500 crores (Rupees Five Hundred Crores only).”

11. To consider and if thought fit, to pass, with or without

“RESOLVED THAT pursuant to the provisions of Section 148

Apar Industries Limited

Company’s website at www.apar.com.

ITEM NOs. 5 and 6: membership/chairmanship of board, committees, shareholding

Apar Industries Limited

membership/chairmanship of board, committees, shareholding FY2014-15.

Apar Industries Limited

Name of Director Dr. N. D. Desai Dr. N. K. Thingalaya Shri F. B. Virani

Number of shares held in the Company Nil Nil

Apar Industries Limited

product segments, conductors and Specialty and Transformer 300

Apar Industries Limited

(i) Transformer and specialty oil segment

Apar Industries Limited

6. Audit c. Attached to and forming part of this report are the

Apar Industries Limited

The disclosures stipulated under the SEBI Guidelines are:

f. Options lapsed : 139,407

Apar Industries Limited

Total Amount (H/crore) 21.97 20.76

Rate/Unit (H) 5.54 5.41

(b) Own Generation

Average Units generated per liter of diesel oil 2.75 2.46

Average Cost of Unit (H) 19.90 16.67

(ii) Furnace Oil:

Apar Industries Limited

Average Rate/Kl. (H) 40,946 39,822

(iii) Natural Gas:

Total Amount (H/crores) 4.53 1.33

Average Rate/M3. (H) 39.79 35.43

Reasons for change in consumption: change in Product mix

temperature. b) Set-up of additional special test facility which are limited

III. Foreign Exchange Earnings and Outgo:

2. Total Foreign Exchange used and earned:

(i) Total foreign exchange used: (H in crore)

Apar Industries Limited

(b) Stores & Spares 1.72 0.36

(c) Capital Goods 14.21 13.76

(d) Others 59.79 66.27

Apar Industries Limited

26 Shri F. B. Virani Independent & Non-Executive 4 4

Remuneration policy, details of remuneration and other terms of appointment of Director:

Apar Industries Limited

Share Transfer System 1. Dr. N. D. Desai, Chairman

i. Annual General Meetings (AGM):

Apar Industries Limited

2. Financial Calendar for 2014-15 :