To the Members
Your Directors present their 51st Annual Report of the Company together withthe Audited Statements of Accounts for the year ended 31st March 2016
1. FINANCIAL RESULTS
The Companys financial performance for the year under review along with previousyears figures are given hereunder:
| || ||(Rs. in Lacs) |
|Particulars ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
|Net Sales /Income from || || |
|Business Operations ||7101.33 ||7429.37 |
|Other Income ||84.01 ||71.15 |
|Total Income ||7185.34 ||7500.52 |
|Less Interest ||1123.69 ||1062.58 |
|Profit / (Loss) before Depreciation ||(1596.77) ||( 1266.72) |
|Less Depreciation ||162.04 ||176.09 |
|Profit / (Loss)after || || |
|depreciation and Interest ||(1758.81) ||( 1442.81) |
|Less Current Income Tax ||- ||- |
|Less Deferred Tax ||- ||- |
|Net Profit ( Loss) after Tax ||(1758.81) ||( 1442.81) |
|Dividend (including Interim if any and final ) ||- ||- |
|Net Profit / ( Loss) after dividend and Tax ||(1758.81) ||( 1442.81) |
|Amount transferred to General Reserve || || |
|Balance carried to Balance Sheet ||(1758.81) ||( 1442.81) |
|Earning in Rupee per share (Basic) ||(35.18) ||(28.86) |
|Earning in Rupee per Share(Diluted) ||(35.18) ||(28.86) |
2. REVIEW OF BUSINESS OPERATIONS FUTURE PROSPECTS AND COMMENTS ON ADVERSEREMARKS OF AUDITORS
Your Directors wish to present the details of Business operations done during the yearunder review:
During the year under review the Company could achieve reduced turnover of Rs. 7101.33Lacs against Rs. 7429.37 Lacs of previous year and incurred loss of Rs.1758.81 Lacsagainst loss of Rs. 1442.81 Lacs of previous year. The reduction in turnover of 4.42% ofprevious year is due to the continuous stress on liquidity. In the current year growth isexpected in sale of banking automation measuring instruments and power supplies.
It is a great pity that we the Aplab promoters have not been lucky so far to findcustomers for its unused real estate assets worth over 60 crores. This is one easy way toreduce the burden of expensive borrowed funds and get back to positive cash flow helpingour potential growth. Many large public companies in the country have used this route inthe past. Had your company been able to sell at least one of them the Balance Sheet of
your company would have looked different.
Statutory Auditors have been strict and done their job to meet the current accountingguidelines by SEBI. Your management has given all the cooperation to them during theaudit.
Out of the 54 years since I set up your company as technical entrepreneur we had 48years of sustained profitable growth. More than year long violent strike has put us in aspin. Losses incurred during the period has become an albatross around your companysneck. Consequential cash flow problem continues to haunt Aplab even when my family hasgiven 25 crores of unsecured loans. Can you believe that no bank or NBFI will lend moneyto us even we have one asset worth 9 crore which has not been pledged to anyone? Evenagainst the high class Pune Property valuation of which by the MIDC is Rs.49 crore ourborrowing is only 12 crore! In spite on this we cant get any NBFI to lend 20 crorethat can help us to be free from being NPA. No one will lend because of the RBI directivethat company with NPA cant be funded by any other financial institution.
Dr. S. K. Hajela eminent Telecom Expert and the independent director on your boardsays "It is ironical that blanket application of RBI order about lending to companyhaving one NPA account like APLAB goes counter to "Make in India" policy. Loansthat enable industry to produce goods and services against firm orders from customers andcreate wealth should be examined on case by case basis by Banks. Blanket ban iscounterproductive. RBI may be requested to review so that such industries are assisted tobe brought to good financial health and can pay back instead of getting weaker."
Unfortunately our banks too have added significantly to our losses by charging uspenal interest. Again I am told that it is as per the official guidelines. Banks have tocharge penal interest. In my opinion penal interest charged by the bank in spite of thehigh market value of the pledged assets than what is considered by them while granting thelimiits has no justification. By charging 22% interest it has no way ensured thatcompany shall be able to pay its overdue promptly. In fact it has merely inflated yourcompanys losses on one hand and inflated banks own profit on the other.
Banks are money lenders lending money against the assets like any other money lender.As a concerned lender if they would have verified how the lent funds have been used theywould have noticed that your company management has not fraudulently diverted even asingle rupee for personal gains like other large companies appear to do as revealed inhundreds of press reports. I sincerely feel that charging penal interest to a genuinemanufacturer in a way looks no different than exploitation of farmers by their moneylenders. Experts and your auditors however tell me that these are current lendingpolicies and we have to live them even if they are unjust.
Unfortunately the company balance sheets as they are fail to show the real worth ofyour industrial enterprise. What gets ignored are the non-financial essential assets of acompany like its knowledge base technological prowess product quality experience ofpeople business prospects customer profile such as the armed forces and the marketimage. Thanks to you all that the growing Share Value of your company seems to reflectthat trust. None of these assets are a part of the balance sheets.
Your employees and senior managers are giving excellent co-operation production ismaximized in spite limited resources incoming orders are very good and gross margins aremore than ever giving you more than 50% value addition. Business could have been farbigger if we had cash resources to finance material purchasing and market promotion. Thecurrent order booking is good in spite of no advertising and having lost over 50%marketing personnel as compared to those we had in 2010-11.
Me and my team are confident that as soon as we sell our asset we shall grow farspeedily and profitably. Any way your company is today the victim of bad times. I feelconfident that these times would soon be behind us. As they say tough times dontlast tough people do. Your company is still strong and I am thankful to my shareholdersfor putting their faith in my management through these difficult times.
No Dividend is recommended for the current financial year due to loss incurred by theCompany. (Previous Year - Nil)
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 of the Companies Act 2013 any unclaimed or unpaid Dividendrelating to the financial year 2007-08 due for remittance to the Investor Education andProtection Fund established by the Central Government is transferred to the fund on17/07/2015.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report
6. CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexureto the Directors Report and is attached to this report.
7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICYOF THE COMPANY
Your company has already formed Risk Management Committee to identify and evaluateelements of business risks.
8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY INITIATIVES
Due to the losses incurred presently during the year under review Corporate SocialResponsibility could not be implemented. However on improved performances the same willbe implemented.
9. PARTICULARSOFLOANSGUARANTEESORINVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The particulars of Loans Guarantees or Investments made under Section 186 is furnishedin Notes to Financial Statement no. 26 under item no. 9 and is attached to thisreport.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties made pursuant toSection 186 is furnished in Notes to Financial Statement No. 26 under item no. 9and is attached to this report.
11. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS ORADVERSE REMARKS ORDISCLAIMERS
MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no adverse comments qualifications or reservations or adverse remarks bythe Practicing Company Secretary in the Secretarial Audit Report. The Secretarial AuditReport in terms of Section 204 is annexed as Annexure-A to this report.
However the Statutory Auditors have made the following remarks
Basis of Qualified Opinion a. The Company has incurred substantial loss of Rs. 1758lacs during this year. The Company has accumulated losses and its net worth has becomenegative during this year. The Company could not repay any installment of the Term Loansor repay Public Deposits or honor LCs on its due dates. The Bank has taken possession ofone of the Company properties due to this default of Rs. 1177 lacs and initiated recoveryaction. b. Due to nonpayment of debts and further borrowings and defaults the overallinterest bearing debts of the Company have gone up during the year. c. The Company duringthe year could not pay various statutory dues in time and the delay ranges between 3 to 5months. The total amount of unpaid Statutory Dues including Unpaid Gratuity is Rs. 766lacs at the year end.
These events indicate uncertainty that casts doubt on the Companys ability tocontinue as a going concern considering continued losses and operational inflows.
The comments on qualifications are already given in page no. 4 under item no. 2
12. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES
The Companys Policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is in process due to inadequate profit the present Executive Director is notdrawing any remuneration.
13. ANNUAL RETURN
The extracts of Annual Return pursuant to provisions of section 92 read with rule 12 ofthe companies (Management and Administration) Rules 2014 is furnished in Annexure - B andattached to this report.
14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 4 (Four) Board meetings during the financial year under review
15. CORPORATE GOVERNANCE REPORT
In terms of SEBI CIRCULAR CIR/CFD/POLICY CELL/7/ 2014 September 15 2014 which waseffective October 1 2014 the Clause 49 of the Listing Agreement shall be applicable toall companies whose equity shares are listed on a recognized stock exchange. Howevercompliance with the provisions of Clause 49 shall not be mandatory for the time being inrespect of the following class of companies:
Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worthnot exceeding Rs. 25 crore as on the last day of the previous financial year; providedthat where the provisions of Clause 49 becomes applicable to a company at a later datesuch company shall comply with the requirements of Clause 49 within six months from thedate on which the provisions became applicable to the company.
In view of the above your company is not required to annex the Corporate GovernanceReport to the Directors Report for the year ended March 31 2016.
16. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.- Not applicable to Private Limited Company.Internal financial control means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompanys policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The details of financial performance of Subsidiary Company Sprylogic TechnologiesLimited recorded turnover of Rs. 210.38 Lacs during the year as against Rs.233.68 Lacs inthe previous year. The operations during the year have resulted into a minor profit beforetax of Rs. 1.92 Lacs as against profit before tax of Rs.26.41 Lacs during the previousyear.
The Company has neither accepted nor renewed any deposits during the year under review.
In accordance with the provisions of the Companies Act 2013 Mrs. Amrita P. Deodhar(DIN: 00538573) is liable to retire by rotation at the forthcoming Annual General Meetingand being eligible has offered herself for re-appointment.
20. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
21. STATUTORY AUDITORS
The Statutory Auditors M/s Shahade & Associates. Chartered Accountants (ICAIRegistration No. 109840W) retire at the forthcoming Annual General Meeting. They havefurnished a certificate confirming their eligibility for reappointment under provisions ofsection 141 of the Companies Act 2013 and have expressed their willingness to bere-appointed. You are requested to appoint the Auditors for the current year and fix theremuneration
22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members a. Mr. Jayant Deo (DIN: 00568381)b. Dr. S.K. Hajela (DIN: 01001987) c. Mrs. Amrita P. Deodhar (DIN: 00538573) The abovecomposition of the Audit Committee consists of independent Directors viz. Mr. Jayant Deo(DIN: 00568381) and Dr. S.K. Hajela (DIN: 01001987) who form the majority. The Company hasestablished a vigil mechanism and overseas through the committee the genuine concernsexpressed by the employees and other Directors. The Company has also provided adequatesafeguards against victimization of employees and Directors who express their concerns.The Company has also provided direct access to the chairman of the Audit Committee onreporting issues concerning the interests of co employees and the Company.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. RIGHT ISSUE OF EQUITY SHARES
During the year the Board of Directors passed the resolution for issue of rights sharesto the existing share holders. The procedure for issue of right shares is under process.
e. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL ACT 2013)
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the work place (Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. No sexual harassment complaints were received during the year2015-16.
Your Directors place on record their sincere thanks to bankers business associatesconsultants employees and various Government Authorities for their continued supportextended to your Companys activities during the year under review. Your Directorsalso acknowledges gratefully the shareholders for their support and confidence reposed onyour Company.
For and on behalf of the Board of Directors
|Prabhakar S. Deodhar ||Jayant Deo |
|Chairman & Managing Director ||Director |
|DIN: 00393117 ||DIN: 00568381 |
|Date: August 10 2016 || |
|Place: Thane || |
ANNEXURE TO THE DIRECTORS REPORT
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO[Information pursuant to the Companies (Disclosure of Particulars in the Report of Boardof Directors) Rules 1988]
A) ELECTRICAL ENERGY
1. Conservation of Energy:
The Companys production process does not involve any continuous processmachinery. As the production involves electronic assembly power requirements are veryminimal.
2. Energy conservation measures taken:
The company is switching over its lighting needs to energy efficient CFL and LEDlights. Measures are also taken to watch and correct the load PF as necessary. The companyis also working developing phantom loads to reduce power requirements during equipmentload testing.
3. Investments are proposed to be made in setting up Solar Panels for power generationto reduce the consumption and cost of purchased power.
B) TECHNOLOGY DEVELOPMENT - R & D
Research & Development in Power Electronics
Most of your companys R&D focus for the next few years will be on greentechnologies. Your company considers R&D and innovation as key in negating the effectsof squeezed margins in the competitive markets it operates in. Some of our R&D effortsthis year are on:
a) APLAB is developing MIL grade 5KVA DSP controlled UPS system with long back up( upto 4hrs)
b) Static Stabilizer using IGBT.
c) High Current DC power supply for testing circuit breakers 5000A
d) 20KVA UPS system for costal application with provision to monitor UPS parameterremotely
e) High capacity ( >20KVA ) DSP Controlled Single Phase output UPS parallelredundant.
Expenditure on R & D
| ||(Rs. in Lacs) |
| ||2015-2016 ||2014-2015 |
|Capital Expenditure ||Nil ||Nil |
|Revenue Expenses ||64.28 ||44.70 |
|TOTAL ||64.28 ||44.70 |
|Total R & D Expenses ||0.91 ||0.60 |
|as a percentage to turnover || || |
FOREIGN EXCHAGE EARNINGS AND OUTGO:
The earnings and outgo in foreign exchange are as follows:
|Earnings (FOB Value) ||Rs. 551.95 Lacs |
|(P Y Rs.448.54 Lacs) || |
|Outgo (CIF Value of imports plus expenses) (P Y 1344.99 Lacs) ||Rs. 1765.85 Lacs |
For and on behalf of the Board of Directors
|Prabhakar S. Deodhar ||Jayant Deo |
|Chairman & Managing Director ||Director |
|DIN: 00393117 ||DIN: 00568381 |
|Date: August 10 2016 || |
|Place: Thane || |