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Apar Industries Ltd — AGM Information 2021
Jul 13, 2021
61163_rns_2021-07-13_87aaf60a-96ee-4edc-8ddf-5954440694bb.pdf
AGM Information
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| SEC/1307/2021 | By E-Filing | 13th July, 2021 |
|---|---|---|
| National Stock Exchange of India Limited"Exchange Plaza",C-1, Block G,Bandra-Kurla Complex,Bandra (E),Mumbai –400 051. | BSE LimitedCorporate Relationship Department,27th Floor, Phiroze Jeejeebhoy Towers,Dalal Street,Fort,Mumbai -400 001. | |
| Scrip Symbol : APARINDSKind Attn.: The Manager, Listing Dept. | Scrip Code : 532259Kind Attn. :Corporate Relationship Dept. |
Sub. : Notice of Book Closure – Pursuant to Regulation 30, 42 and all other applicable regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time
____________________________________________________________________________
Dear Sirs,
We wish to intimate the Exchanges that the Register of Members and Share Transfer Books of the Company shall remain closed as under which please note:
| SECURITY | TYPE OF | BOOK CLOSURE | PURPOSE | |
|---|---|---|---|---|
| CODE / SYMBOL | SECURITY | FROM | TO | |
| BSE –532259 | EQUITY | 07.08.2021 | 13.08.2021 | PURPOSE |
| NSE –APARINDS | SHARES | (SATURDAY) | (FRIDAY)(Both days inclusive) | MENTIONEDBELOW. |
| EQUITY ISIN -INE372A01015 |
PURPOSE OF BOOK CLOSURE:
- A) Annual Book Closure 32nd Annual General Meeting (AGM) of the Shareholders of the Company will be held on Friday, 13th August, 2021 at 2.30 p.m. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") and
- B) For determining the eligibility of the shareholders entitle for receiving the dividend on Equity Shares @ Rs. 9.50/- (95%) per share for the Financial Year 2020-21.
Thanking you,
Yours faithfully, For APAR Industries Limited
(Sanjaya Kunder) Company Secretary
APAR Industries Limited Corporate Office : APAR House, Corporate Park, V. N. Purav Marg, Chembur, Mumbai - 400 071, India +91 22 2526 3400/6780 0400 [email protected] www.apar.com
NOTICE
NOTICE is hereby given that the 32nd (Thirty-Second) Annual General Meeting (AGM) of the Equity Shareholders of APAR INDUSTRIES LIMITED ('the Company') will be held on Friday, August 13, 2021 at 2:30 P.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:
Ordinary Business :
-
- To receive, consider and adopt:
- a. the Audited Financial Statements of the Company for the financial year ended March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon; and
- b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021, together with the Report of the Auditors thereon.
-
- To declare dividend at the rate of
9.50 (95%) per Equity Share of face Value of10/- each, fully paid up, for the financial year 2020-21.
- To declare dividend at the rate of
-
- To appoint a Director in place of Mr. Rishabh K. Desai (DIN: 08444660), who retires by rotation and being eligible, offers himself for re-appointment.
Special Business :
- Payment of remuneration to the Cost Auditors of the Company for the FY 2021-22.
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
NOTES :
-
- In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its General Circular No. 20/2020 dated 5th May, 2020 read with General Circular No. 14/2020 dated 8th April, 2020,General Circular No. 17/2020 dated 13th April, 2020 and General Circular No. 02/2021 dated 13th January, 2021 (collectively referred to as "MCA Circulars") and Securities and Exchange Board of India ('SEBI') vide its Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated January 15, 2021 (Collectively refered to as 'SEBI Circulars'), have permitted the holding of Annual General Meeting through Video Conferencing ('VC') or other Audio-Visual Means ('OAVM'), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("the Act"), amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") and MCA Circulars, the AGM of the Company will be held through VC / OAVM.
-
- The Explanatory Statement pursuant to Section 102(1) of the Act, with respect to the Ordinary/ Special Business to be transacted at the meeting set out in the Notice is annexed hereto. The brief details of the persons seeking appointment
"RESOLVED THAT pursuant to the provisions of Section 148 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 reenactment(s) thereof, for the time being in force), M/s. Rahul Ganesh Dugal & Co., a Proprietary Firm of Cost Accountant, the Cost Auditor having Firm Registration no. 103425 and Membership no. 36459, 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, 2022, be paid remuneration not exceeding ` 1,20,000/- (Rupees One Lakh Twenty Thousand Only).
FURTHER RESOLVED THAT any of the Directors or the Company Secretary of the Company, be and are hereby severally authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."
| Registered Office : | By Order of the Board |
|---|---|
| 301, Panorama Complex, | For APAR Industries Limited |
| R. C. Dutt Road, | |
| Vadodara - 390 007, Gujarat. | |
| India | |
| CIN: L91110GJ1989PLC012802 | |
| Website: www.apar.com | Sanjaya Kunder |
| E-mail: [email protected] | Company Secretary |
| Tel.: (+91) (0265) 2339906 | |
| Fax : (+91) (0265) 2330309 | |
| Place : Mumbai |
Date : 31st May, 2021.
/ re-appointment as Director as required under Regulation 36(3) of SEBI Listing Regulations, 2015 and Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India as approved by the Central Government, is also annexed to this Notice.
-
- Since this AGM is being held through VC / OAVM, pursuant to MCA Circulars, physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM. Hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.
-
- Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC. Corporate members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution / authorization letter to the Company on its registered email address to [email protected] or upload on the VC portal / e-voting portal.
-
- Participation of members through VC will be reckoned for the purpose of quorum for the AGM as per section 103 of the Act.
-
- The Company has fixed Friday, August 6, 2021 as Cut-offdate (Record Date) for determining entitlement for remote

e-voting as well as e-voting of shareholders holding shares in physical or dematerialized form.
-
- The Register of Members and Share Transfer Books for the Equity Shares of the Company shall remain closed from Saturday, August 7, 2021 to Friday, August 13, 2021 both days inclusive, in connection with the AGM and for the purpose of payment of dividend, if declared at the Meeting. The dividend of
9.50/- per fullly paid-up equity share of10/- each if approved by the members at the AGM will be paid Subject to the deduction of Income-tax at source ('TDS').
- The Register of Members and Share Transfer Books for the Equity Shares of the Company shall remain closed from Saturday, August 7, 2021 to Friday, August 13, 2021 both days inclusive, in connection with the AGM and for the purpose of payment of dividend, if declared at the Meeting. The dividend of
-
- Members holding shares in electronic form may note that bank particulars registered against their depository accounts will be used by the Company for payment of dividend. The Company or its Registrar and Share Transfer Agent, Link Intime India Private Limited (Registrar), cannot act on any request received directly from the members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant ("DP") of the members with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company / Registrar.
-
- Members are requested to note that the Company's equity shares are under compulsory demat trading for all class of investors, as per the provisions of the SEBI Circular dated May 29, 2000. Members are therefore advised in their own interest to dematerialise their physical shareholding to avoid inconvenience and for better servicing by the Company.
-
- As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories. With the said change coming into effect from April 1, 2019, Equity Shares of the Company shall be eligible for transfer only in Dematerialized form. Therefore, the Shareholders are requested to take action to dematerialize the Equity Shares of the Company, promptly.
-
- Members holding shares in more than one folio in the same name(s) are requested to send the details of their folios along with the share certificates so as to enable the Company to consolidate their holdings into one folio.
-
- Members desirous of obtaining information / details about the accounts, are requested to write to the Company at least one week before the meeting, so that proper information can be made available at the time of meeting. The Members desirous of inspection of documents may write to the Company through E-mail and the same shall be sent to them electronically.
-
- Unclaimed / Unpaid Dividend: Pursuant to the provisions of Section 124 and 125 of the Act and other relevant provisions of the Act, the dividend which remains unpaid / unclaimed from the date of transfer to the unpaid/unclaimed dividend account of the Company is required to be transferred to the Investor Education and Protection Fund (IEPF) set up
by the Government of India. The unclaimed dividend for the financial year 2013-14 and all subsequent years must be claimed as early as possible failing which, it would be transferred to IEPF as per the (tentative) dates mentioned herein below:
| Financial Year | Date ofDeclaration ofDividend | Due date fortransfer to IEPF |
|---|---|---|
| 2013-14 | 01.08.2014 | 05.09.2021 |
| 2014-15 | 07.08.2015 | 11.09.2022 |
| 2015-16 | 16.03.2016 | 21.04.2023 |
| 2016-17 | 09.08.2017 | 13.09.2024 |
| 2017-18 | 09.08.2018 | 13.09.2025 |
| 2018-19 | 08.08.2019 | 12.09.2026 |
| 2019-20 | 28.02.2020 | 04.04.2027 |
Members who have not yet encashed their dividend warrant(s) are requested to make their claims to the Company without further delay. Members are further requested to note that unpaid / unclaimed dividend for the year 2012-13 (Final Dividend) has been transferred to IEPF on 23rd September, 2020.
Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of Information regarding Unpaid and Unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31st March, 2020, on the website of the Company (www.apar.com).
Further, pursuant to the provisions of Section 124(5) and Section 124(6) of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules") and amendments thereto, all shares, on which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred to the demat account of the IEPF authority.
The Company has accordingly, transferred –
- (1) 47,962 Equity Shares of the shareholders whose dividend had remained outstanding for a period of 7 years from 2009-10 to 2015-16, on 28th December, 2017,
- (2) 6,520 Equity Shares of the shareholders whose dividend had remained outstanding for a period of 7 years from 2010-11 to 2016-17, on 16th November, 2018,
- (3) 28,787 Equity Shares of the shareholders whose dividend had remained outstanding for a period of 7 years from 2011-12 to 2017-18, on 14th January, 2020 and
- (4) 6,370 Equity Shares of the shareholders whose dividend had remained outstanding for a period of 7 years from 2012-13 to 2018-19, on 9th October, 2020.
to IEPF. Details of shares transferred to IEPF Authority are available on the website of the Company which can be accessed through the link:
The Members / claimants whose shares, unclaimed dividend have been transferred to the Fund may claim the shares / dividend or apply for refund by making an application to IEPF Authority in Web Form IEPF 5 (available on iepf.gov.in).
It is in the interest of Members to claim any un-encashed dividends and for future, opt for National Automated Clearing House (NACH), so that dividends paid by the Company are credited to the investor's account on time.
-
- The SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their self-attested PAN to their DP(s) with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their self-attested PAN details to the Company / Registrar.
-
- As per the provisions of Section 72 of the Act and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in physical form may file nomination in the prescribed Form SH - 13 with Registrar. In respect of shares held in demat form, the nomination form may be filed with the respective DP.
-
- (a) As stated in Para No. 7 of the Directors' Report, the Company has not attached the Annual Financial Statement, Reports and other Statements in respect of its four Subsidiaries and Associate Company with the Annual Report of the Company for the financial year ended March 31, 2021.
(b) A Statement showing information in aggregate of the said subsidiary Companies and Associate Company in compliance with the provisions of Section 129(3) of the Act has been attached with the financial statements in Form AOC-1 and forms a part of this Annual Report.
- In compliance with the aforesaid MCA Circulars and SEBI Circular dated January 15, 2021, printing and despatch of physical Annual Reports of 2020-21 to the shareholders has been dispensed with. Hence the Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company's website www.apar. com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com respectively, and on the website of CDSL www.evotingindia.com.
The Notice of AGM and the copies of audited financial statements, directors' report, auditors' report etc. shall also be displayed on the Company's above mentioned website . Members holding shares in electronic mode are, therefore, requested to ensure to keep their email addresses updated with the DP(s). Shareholders / Members can register their email address, by sending an Email at investor.services@ apar.com by quoting their Folio No. / DP ID – Client ID in order to facilitate the Company to serve the documents through the electronic mode.
Alternatively, the Members of the Company can update their e-mail address, Mobile No., PAN and Bank Details on the link given below:
- CDSL e-Voting System – For Remote e-voting and e-voting during AGM
-
- As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming Annual General Meeting (AGM) will thus be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
-
- Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
-
- The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
-
- The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
-
- Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.
-
- In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.apar.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (an agency

appointed for providing the Remote e-Voting facility and e-voting facility during the AGM) i.e. www. evotingindia.com.
-
- The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
-
- In continuation of this Ministry's General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January 13, 2021.
THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:
- (i) The voting period begins on 10:00 Hrs. of Monday, August 9, 2021 and ends on 17:00 Hrs. of Thursday, August 12, 2021. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (Record Date) Friday, August 6, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
- (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
- (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:
| Type of shareholders | Login Method | |
|---|---|---|
| IndividualShareholdersholdingsecuritiesinDemat mode with CDSL | 1) Users who have opted for CDSL's Easi / Easiest facility, can login through their existing user id andpassword. Option will be made available to reach e-Voting page without any further authentication. The URLsfor users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on Login icon and select New System Myeasi. | |
| 2) After successful login, the Easi / Easiest user will be able to see the e-Voting Menu. On clicking the e-votingmenu, the user will be able to see his/her holdings along with links of the respective e-Voting service provideri.e. CDSL/ NSDL/ KARVY/ LINK INTIME as per information provided by Issuer / Company. Additionally,we are providing links to e-Voting Service Providers, so that the user can visit the e-Voting service providers'site directly. | ||
| 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi./Registration/ EasiRegistration | ||
| 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PANNo. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP onregistered Mobile & Email as recorded in the Demat Account. After successful authentication, user will beprovided links for the respective ESP where the e-Voting is in progress during or before the AGM. |

| IndividualShareholdersholdingsecuritiesindemat mode with NSDL | 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Openweb browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer oron a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under"Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your UserID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Accessto e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider name and you will be re-directed to e-Voting service provider website for castingyour vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. | ||
|---|---|---|---|
| 2)If the user is notregistered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select"RegisterOnlineforIDeAS"Portalorclickathttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp | |||
| 3)Visitthee-VotingwebsiteofNSDL.OpenwebbrowserbytypingthefollowingURL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the homepage of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demataccount number held with NSDL), Password/OTP and a Verification Code as shown on the screen. Aftersuccessful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page.Click on company name or e-Voting service provider name and you will be redirected to e-Voting serviceprovider website for casting your vote during the remote e-Voting period or joining virtual meeting & votingduring the meeting. | |||
| IndividualShareholders(holdingsecuritiesindematmode)loginthrough their DepositoryParticipants | You can also login using the login credentials of your demat account through your Depository Participantregistered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Votingoption. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site aftersuccessful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting serviceprovider name and you will be redirected to e-Voting service provider's website for casting your vote duringthe remote e-Voting period or joining virtual meeting & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| Login type | Helpdesk details |
|---|---|
| IndividualShareholdersholdingsecuritiesinDemat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at[email protected] or contact at 022- 23058738 and 022-23058542-43. |
| IndividualShareholdersholdingsecuritiesinDemat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at[email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
- (v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders & for physical shareholders.
-
- The shareholders should log on to the e-voting website www.evotingindia.com.
-
- Click on "Shareholders" module.
-
- Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits
-
Client ID,
- c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
-
- Next enter the Image Verification as displayed and Click on Login.
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- If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
-
- If you are a first-time user follow the steps given below:

| For Shareholders holding shares in Demat Form (other than individual) and Physical Form | |
|---|---|
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholdersas well as physical shareholders) |
| •Shareholders who have not updated their PAN with the Company/Depository Participant are requested touse the sequence number sent by Company/RTA or contact Company/RTA. | |
| Dividend BankDetails | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or inthe company records in order to login. |
| ORDate of Birth (DOB) | •If both the details are not recorded with the depository or company, please enter the member id / folionumber in the Dividend Bank details field as mentioned in instruction (3). |
- (vi) After entering these details appropriately, click on "SUBMIT" tab.
- (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
- (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
- (ix) Click on the EVSN of APAR Industries Limited on which you choose to vote.
- (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/ NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
- (xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
- (xii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
- (xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
- (xiv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
- (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
- (xvi) Facility for Non Individual Shareholders and Custodians –Remote Voting
- Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.
- After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
- The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
- A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
- Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:
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- The procedure for attending meeting & e-Voting on the day of the AGM is same as per the instructions mentioned above for Remote e-voting.
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- The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
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- Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
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- Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
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- Further, shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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- Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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- Shareholders who would like to express their views/ask questions during the meeting may register themselves as a
speaker by sending their request from their registered email address mentioning their name, demat account number/folio number, mobile number to the company at com.sec@apar. com from Monday, August 9, 2021 to Wednesday,August 11, 2021. The shareholders who do not wish to speak during the AGM but have queries may send their queries at least one week in advance prior to the date of AGM mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied by the company suitably by email.
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- Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
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- Only those shareholders, who are present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
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- If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
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- Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice of the AGM and holding shares as on the cut-offdate i.e. Friday, August 6, 2021 should follow the same procedure as mentioned above for e-Voting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:
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- For Physical shareholders please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
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- For Demat shareholders -, please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to Company/RTA email id.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an
RegisteredOffice:
301, Panorama Complex, R. C. Dutt Road, Vadodara – 390 007 (Gujarat), India Tel.: 0265 – 2339906 Fax: 0265 – 2330309 E-mail: [email protected] Website: www.apar.com
email to [email protected] or contact at 022- 23058738 and 022-23058542/43.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai – 400013 or send an email to helpdesk.evoting@cdslindia. com or call on 022-23058542/43.
19. Other Instructions:
(i) The remote e-voting facility will be available during the following voting period:
| Commencementof e-voting | From10:00Hrs.ofMonday,August 9, 2021 |
|---|---|
| Endofe-votingperiod | Upto 17:00 Hrs. of Thursday,August 12, 2021 |
E-voting shall not be allowed beyond 17.00 Hrs. of Thursday, August 12, 2021. The e-voting module shall be disabled by CDSL for voting thereafter. During the e-voting period, shareholders of the Company holding shares either in physical form or in dematerialised form, as on the Cutoff-Date i.e. Friday, August 6, 2021, may cast their votes electronically. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on Friday, August 6, 2021.
- (ii) Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat (Membership No. FCS - 4965 & Certificate of Practice No. 2554) has been appointed as the Scrutinizer to scrutinize the remote e-voting process and e-voting during the AGM in a fair and transparent manner.
- (iii) The Scrutinizer shall after the conclusion of e-voting at the AGM, will first count the votes cast during the meeting and thereafter unblock the votes cast through remote e-voting and shall make, in two working days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the e-voting forthwith.
- (iv) The results declared of e-votings along with the report of the Scrutinizer shall be placed on the website of the Company at www.apar.com and on the website of CDSL e-Voting immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Ltd. and NSE Limited.
Registrar and Share Transfer Agent Link Intime India Private Limited B-102 & 103, Shangrila Complex, 1st Floor, Opp. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara – 390 020 (Gujarat), India Tel.: 0265 – 6136000, 6136001 Tele Fax: 0265 – 2356791 E-mail: [email protected] Website: www.linkintime.co.in

ANNEXURE TO NOTICE EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013.
ITEM NO. 4:
The Board of Directors of the Company, on the recommendation of the Audit Committee, has approved the appointment of M/s. Rahul Ganesh Dugal & Co., a Proprietary Firm, who are in Whole Time Practice as Cost Accountant, having Firm Registration no. 103425 and Membership no. 36459 as the Cost Auditor to conduct the audit of the cost records of the Company for the financial year ending on 31st March, 2022 (2021-22).
In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time), the remuneration payable to the Cost Auditor has to be ratified by the Members of the Company. Accordingly, consent of the Members is sought by way of an Ordinary Resolution as set out at Item No. 4 of the Notice for ratification of the remuneration not exceeding amount of Rs. 1,20,000/- (Rupees One Lakh Twenty Thousand only) payable to the Cost Auditor for conducting audit of the cost records of Oil, Conductors, Cable and Polymer divisions of the Company for the financial year ending on 31st March, 2022 (2021-22).
The Board accordingly, recommends the resolution at Item No. 4 of this Notice for the approval of the Members.
None of Directors / Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.
Registered Office : By Order of the Board 301, Panorama Complex, For APAR Industries Limited R. C. Dutt Road, Vadodara - 390 007, Gujarat. India CIN: L91110GJ1989PLC012802 Website: www.apar.com Sanjaya Kunder E-mail: [email protected] Company Secretary Tel.: (+91) (0265) 2339906 Fax : (+91) (0265) 2330309
Place : Mumbai Date : 31st May, 2021.
Profile of the director being re-appointed at the ensuing AGM
(As required under Regulation 36 (3) of the Listing Regulations and Clause 1.2.5 of Secretarial Standard - 2 on General Meetings)
| Name of Director | Mr. Rishabh K. Desai |
|---|---|
| DIN | 08444660 |
| Date of Birth | 16.05.1992 |
| Date of Appointment | 07.05.2019 |
| Qualifications | Bachelor of Science in Business Management & Entrepreneurshipfrom Babson College, USA |
| Expertise in specific functional areas | Expertise in Business, Finance and Strategic Management |
| Experience | 5 Years |
| Directorship held in other Listed Companies as on 31st March,2021. | None |
| Chairmanship / Membership of Committee held in other ListedCompanies as on 31st March, 2021. | None |
| Number of Equity Shares held in the Company as on 31st March,2021. | 42,398 (0.111%) |
| Relationship with other directors and Key Managerial Personnel | Related to – |
| Mr. Kushal N. Desai (Father), CMD and Mr. Chaitanya N. Desai(Father's Brother), MD | |
| Number of Board Meetings attended during the Financial Year2020 -21 | 4 |
| Terms and Conditions of Appointment | Retirable by rotation, |
| Non-Executive and Non-Independent | |
| Details of remuneration sought to be paid | No Remuneration except sitting fees |
| Remuneration last drawn by the Director | - |
| List of Directorship held in other Companies as on 31.03.2021 | 1. Petroleum Specialities FZE, Sharjah, UAE |
| 2. Petroleum Specialities Pte. Ltd., Singapore |