ANNUAL REPORT 2016-17 - Apar Industries Ltd

1 ANNUAL REPORT2016-171 Corporate InformationBoard of DirectorsDr. N. D. Desai Non-Executive Chairman Upto (Demised on ) Mr. Kushal N. Desai Chairman & Managing Director (Chairman )Mrs. Nina Kapasi Independent DirectorDr. N. K. Thingalaya Independent DirectorMr. F. B. Virani Independent DirectorMr. C. N. Desai Managing DirectorMr. Rajesh Sehgal Non-Executive Investor Director Upto Independent Director 24th April, 2017Mr. Suyash Saraogi Independent Director Audit CommitteeDr. N. K. Thingalaya Chairman upto 23rd May, 2017 Mrs. Nina Kapasi Chairman 30th May, 2017Mr. F. B. Virani Mr. Rajesh Sehgal Mr. Kushal N. Desai Mr. Suyash Saraogi AuditorsM/s. Sharp & Tannan Chartered Accountants, MumbaiChief Financial Officer Company SecretaryMr.

2 Diwadkar Mr. Sanjaya KunderBankers Union Bank of India Syndicate Bank Kotak Mahindra Bank Ltd. IDBI Bank Limited ICICI Bank Ltd. State Bank of India Bank of Baroda Axis Bank Ltd. Bank of India Credit Agricole Corporate & Investment Bank Registered Office Corporate Office Registrar & Share Transfer Agent301, Panorama Complex, Apar House, Bldg. No. 5, Corporate Park, M/s. Link Intime India Private LimitedR. C. Dutt Road, Sion Trombay Road, Chembur, B-102 & 103, Shangrila Complex, Vadodara 390 007 (Gujarat). Mumbai 400 071. First Floor, Opp. HDFC Bank,Tel : (+91) (0265) 2339906, 2331935 Tel : (+91) (022) 25263400, 67800400 Near Radhakrishna Char Rasta, Fax : (+91) (0265) 2330309 Fax : (+91) (022) 25246326 Akota, Vadodara 390 020 (Gujarat).E-mail : E-mail : Tel : (+91) (0265) 2356573, 2356794 Website : Website : TeleFax : (+91) (0265) 2356791 CIN : L91110GJ1989 PLC012802 E-mail : Website : CIN : U67190MH1999 PTC118368 APAR Industries Highlights for last five years (Consolidated)(` in crore)Particulars2016-17*2015-16*2014-15 2013-142012-13 PROFIT AND LOSS ACCOUNT DATA.

3 - Sales (Net of Excise) 4,832 5,078 5,122 4,633 4,651 % of Growth (5) (1) 11 (0) 29 Exports 1,359 1,651 1,673 1,555 1,413 Materials, Operating and other costs 4,321 4,625 4,791 4,269 4,282 Employee cost 107 91 79 67 57 Depreciation 45 38 31 27 24 Interest and Discounting charges 114 157 150 145 135 Profit before tax, exceptional & Extraordinary Items 273 178 73 129 155 % of Growth 54 144 (44) (16) 97 Taxation 97 57 23 39 40 Profit After Tax (PAT) 176 120 50 90 115 Exceptional items - - 0 1 5 Other Comprehensive Income 20 3 - - - Joint Venture profit/(loss) 0 1 - - - Minority Interest (profit)/loss - - 0 (0) (1) Balance of Profit 196 125 50 89 109 % of Growth 57 152 (44) (19) 50 BALANCE SHEET DATA:- Share Capital 38 38 38 38 38 Reserves & Surplus 998 815 691 658 588 Net worth 1,036 854 730 696 626 Minority interest - - 1 2 2 Loan Funds 254 361 361 314 135 Defferred Tax (Net) 46 31 27 22 10 Total Liabilities 1,336 1,246 1,120 1,034 773 Gross Block 640 422 603 541 436 Net Block 594 444 383 356 288 Investments including Goodwill on Consolidation/amalgamation 7 13 22 21 21 Net Current assets 734 789 715 657 464 Total Assets 1,336 1,246 1,120 1,034 773 KEY RATIOS.

4 - PAT to Sales (%) Return on Net Worth (%) Asset Turns (Revenue to total Assets) Return on Capital Employed (%) Debt to Equity Ratio Earning per Equity Share (Basic) Rs. Rate of dividend % value per Equity Share Rs. Share Price as on 31st March (BSE) * FY 16-17 and FY 15-16 numbers are as per Ind AS Carrying value of Property, Plant and Equipment as on the date of transition is considered as deemed cost. ANNUAL REPORT2016-173 NOTICENOTICE is hereby given that the TWENTY EIGHTH ANNUAL General meeting of the Equity Shareholders of APAR Industries LIMITED (CIN - L91110GJ1989 PLC012802) will be held in the Auditorium of the Vanijya Bhavan, Central Gujarat Chamber of Commerce, Race Course Circle, Vadodara 390 007 (Gujarat) on Wednesday, the 9th August, 2017 at to transact the following business : Ordinary Business :1.

5 To receive, consider and adopt the Audited Financial statements of the Company including Consolidated Financial statements comprising the Balance Sheet as at March 31, 2017 and the Statement of Profit and Loss and Cash flow for the year ended on that date together with Reports of the Board of Directors and the Auditors thereon. 2. To declare dividend on the Equity Shares of the To appoint a Director in place of Mr. Kushal N. Desai (DIN 00008084), who retires by rotation and being eligible, offers himself for To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), as amended from time to time, consent of the members be and is hereby accorded to appoint M/s.

6 Sharp & Tannan (Firm Registration No. 127145W), as Statutory Auditors of the Company who shall hold the office for a period of 3 years with effect from Financial Year 2017-18 till the conclusion of ANNUAL General meeting to be held in the year 2020 subject to ratification of members at each ANNUAL General meeting on such remuneration as may be decided by the Board. FURTHER RESOLVED THAT the Board of Directors, be and is, hereby empowered and authorised to take such steps, in relation to the above and to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution and to file necessary E Forms with Registrar of Companies. Special Business : 5. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013 ( the Act ) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule IV of the Act and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr.

7 Rajesh Sehgal (holding DIN 00048482), who was appointed as an Additional Director of the Company in the category of Independent Director, by the Board of Directors with effect from 24th April, 2017 pursuant to Section 161 of the Companies Act, 2013 and Article 136 of the Articles of Association of the Company and who holds office upto the date of this ANNUAL General meeting and in respect of whom the Company has received a notice in writing from a member signifying his intention to propose Mr. Rajesh Sehgal for the office of Director of the Company, be and is hereby appointed as a Director of the Company in the category of Independent Director to hold office for five consecutive years upto the conclusion of 33rd ANNUAL General meeting of the Company to be held in the calendar year 2022.

8 6. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 148 (3) and all other applicable provisions, if any, of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. T. M. Rathi, the Cost Auditor having Membership No. 3964, appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2018 be confirmed and be paid remuneration not exceeding Rs. 1,20,000/-. FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

9 7. To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the draft regulations contained in the Articles of Association submitted to this meeting be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articles of Association of the Company. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

10 Registered Office : By Order of the Board 301, Panorama Complex, For Apar Industries LimitedR. C. Dutt Road, Vadodara - 390 007, Gujarat. Place : Mumbai Sanjaya Kunder Date : May 30, 2017. Company SecretaryAPAR Industries :1. A member entitled to attend and vote is also entitled to appoint a proxy or proxies to attend and, on a poll, to vote instead of himself/herself. Such a proxy need not be a member of the company. The proxy form duly completed and signed should be deposited at the company s registered office not less than 48 hours before the commencement of the meeting . A person can act as a proxy on behalf of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights.