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Aptech Ltd.

BSE: 532475 Sector: Services
NSE: APTECHT ISIN Code: INE266F01018
BSE LIVE 15:40 | 08 Dec 159.35 2.95
(1.89%)
OPEN

159.50

HIGH

163.40

LOW

157.70

NSE LIVE 15:56 | 08 Dec 159.25 2.70
(1.72%)
OPEN

157.95

HIGH

161.65

LOW

157.95

OPEN 159.50
PREVIOUS CLOSE 156.40
VOLUME 62007
52-Week high 227.55
52-Week low 51.60
P/E 52.08
Mkt Cap.(Rs cr) 635.65
Buy Price 0.00
Buy Qty 0.00
Sell Price 159.35
Sell Qty 350.00
OPEN 159.50
CLOSE 156.40
VOLUME 62007
52-Week high 227.55
52-Week low 51.60
P/E 52.08
Mkt Cap.(Rs cr) 635.65
Buy Price 0.00
Buy Qty 0.00
Sell Price 159.35
Sell Qty 350.00

Aptech Ltd. (APTECHT) - Director Report

Company director report

The Members of Aptech Limited

Your Directors are pleased to present their Fifteenth Annual Report on the business andoperations of your Company and the Audited Financial Results for the year ended March 312015.

SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the accounting year ended March 31 2015 arepresented below:

(Rs In lacs)

Standalone Consolidated
Particulars Year ended March Year ended March Year ended March Year ended March
31 2015 31 2014 31 2015 31 2014
Operating Revenue 10042.09 10738.33 17048.65 18170.65
Other Income 480.49 855.78 467.08 885.09
Total Revenue from Operation 10522.58 11594.11 17515.73 19055.74
Total Expenditure excluding Interest & Depreciation 7917.63 8172.73 14590.37 14670.60
Operating profit before Interest Depreciation & Tax 2124.45 2565.60 2458.28 3500.05
Profit Before Exceptional Items Depreciation & Tax 2567.76 3393.18 2888.18 4356.91
Profit / (Loss) Before Tax 1990.79 2899.11 1910.79 3558.68
Profit / (Loss) After Tax 1648.79 2339.11 1568.30 2981.38
Profit/(Loss) After Tax & share of Associates 1648.79 2339.11 1564.73 2975.94

OPERATIONS REVIEW

The core retail business of Aptech continued to grow in terms of top line in FY2014-15.Excluding the accrual revenue for MAAC IT Training and Aptech Aviation brands which wasimpacted because of change in MAAC accounting policy and own center exits the overallIndividual Training segment grew by 5.9%. Within the overall Individual Training segmentthe domestic business witnessed a jump of 5.2% while the international business went up by6.7%. The Company continued to have zero debt and has cash balances of Rs. 3788.53 lacsas on 31st March 2015.

In the last few years Aptech has improved its franchise model into a Career Educationplatform which can be leveraged to deploy additional new brands/ products in the CareerEducation space. The Company is innovating to make this a differentiated platform so as togive a competitive edge to a new product right from the beginning. The new product to belaunched would be Aptech Banking & Finance Academy in the first half of year FY2015-16based on the groundwork done in current financial year. Digitization is one of the keypillars of this effort. Right from the initial investments into an online center ERPsystem and shift of marketing spend to online medium Aptech has slowly and surely startedto increase its digital footprint. With the launch of OnlineVarsity two years back for itsretail brands most of the courseware has now moved online and each year a greaterpercentage of students are experiencing Digital Aptech through this platform.

The other key element to Aptech’s value proposition to the students going forwardwill be events and engagement activities to be conducted by Aptech at the brand level andfranchise partner at the center level. With this approach in FY2014-15 the Companylaunched many new events such as ‘Evolve’ for IT Training ‘Kalakari’in Arena Animation ‘Panorama’ for Aptech Aviation and MaacKlick MAAC CreativeLeague Masterclass and 100HRS in MAAC. The Organized Retail training partnership with theTRRAIN foundation has catapulted in FY2014-15 to total enrolments of 2924 students asagainst 666 in FY2013-14. In FY2014-15 the Company’s strength of network of centerswas 952 as on 31st March 2015. New center additions were 114 vs. 130 in the previousfinancial year. Gross additions in the international market were 37 as against 33 inFY2013-14. The Company entered into many newer markets during the year such as BahrainMozambique Libya Zimbabwe Kenya and Swaziland.

The Company for the 12th year in a row won the ICT Gold Medal for Highest Turnover(Category: Training) and Top ICT Training Cup from HCM Computer Association Vietnam (2003– 2014). Student film from a MAAC center in Mumbai won the Best Animation Award inIndian Cine Film Festival 2014 and ‘The Resilient Bangalore Traffic Cop’ adocumentary made by MAAC students won many accolades and award. Indian VFX and AnimationCouncil (IVAC) endorsed MAAC courses. Some of the other recognitions included‘Microsoft –Wizard of Technology’ award and certificate for 3 AptechTrainers/ Faculties.

DIVIDEND

During the year under review two Interim Dividends of Rs 1.50 and Rs 1.75 per equityshare were paid to the shareholders as approved by the Board of Directors at its meetingsheld on 9th February 2015 and 29th April 2015 respectively. Withthis the total dividend for the year ended 31st March 2015 is Rs 3.25 pershare (32.50%).

DIRECTORS

At the ensuing Annual General Meeting Mr. Maheshwer Peri Mr. Vijay Aggarwal and Mr.Ramesh Damani are proposed to be appointed as Independent Directors upto 31stMarch 2019. Mr. Rajiv Agarwal Director of the Company retiring by rotation and beingeligible offers himself for re-appointment. Mr. Walter Saldanha ceased to be Director ofthe Company with effect from 31st July 2014. Keeping in view the legal requirements theBoard of Directors at its meeting held on 24th September 2014 appointed Ms. MadhuJayakumar as an Independent Director for five years. Her appointment was approved by theshareholders at the last Annual General Meeting. At the time of appointing Ms.Madhu Jayakumar a formal letter of appointment was given to her which has been posted onthe Company’s website on the linkhttp://www.aptech-worldwide.com/downloads/Letter-of-appointment-Madhu.pdf. By way ofintroduction to the Company a detailed Corporate presentation was given to her which isposted on the Compay’s website on the linkhttp://www.aptech-worldwide.com/pages/investor-relations/investorrelations.html.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement during the year under review the Board carried out the annual evaluation ofits own performance. A structured questionnaire covering various aspects of theBoard’s functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligation andgovernance was distributed to each member of the Board and inputs were received. Theperformance evaluation of the Independent Directors who will be appointed at the ensuingAnnual General Meeting was carried out by the entire Board. The performance evaluation ofNon-Independent Directors and the Board as a whole was carried out by the IndependentDirectors. The Directors expressed their satisfaction with the evaluation process.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part ofthe Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and toachieve business success. Corporate governance is about commitment to values and ethicalbusiness conduct. It is about how an organisation is managed. It includes its corporateand other structures its culture policies and the manner in which it deals with variousstakeholders. As shareholders across the globe evince keen interest in the practices andperformance of companies corporate governance has emerged at the centre stage of the waythe corporate world functions. Corporate governance is vital to enable companies tocompete globally in a sustained manner and let them flourish and grow. A separate Reporton Corporate Governance is attached and forms part of the Annual Report. TheAuditors’ Certificate regarding compliance of the conditions of Corporate Governanceis also annexed.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement:

(i) That in the presentation of the annual accounts for the year ended March 31 2015applicable accounting standards have been followed and that there are no materialdepartures;

(ii) That they have in the selection of the accounting policies consulted thestatutory auditors and have applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company for the year ended March 31 2015 and of the profit of the Company for theyear ended on that date;

(iii) That they have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

(v) That internal financial controls followed by the Company are adequate and wereoperating effectively

(vi) That the system to ensure compliance with the provisions of all applicable lawswere adequate and operating effectively

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to Clause 32 of the Listing Agreement entered into with the stock exchanges andprepared with the Accounting Standards 21 issued by the Institute of Chartered Accountantsof India.

SUBSIDIARY COMPANIES

Scheme of merger of Maya Entertainment Limited wholly owned subsidiary with AvalonAviation Academy Private Limited another wholly owned subsidiary from appointed date 1stApril 2013 was sanctioned by the Hon’ble Bombay High Court on 5thSeptember 2014 and the same became effective from 23rd September 2014 onfiling of the Scheme with the Registrar of Companies. On and from effective date of thescheme Maya Entertainment Limited ceased to exist. Name of Avalon Aviation AcademyPrivate Limited thereupon was changed to Maya Entertainment Limited effective 21stOctober 2014.

The balance sheet profit & loss account report of the board of directors andreport of the auditors of each of the subsidiary companies for the year ended 31stMarch 2015 shall be available on the Company’s website (www.aptech-worlwide.com) andwill also be available for inspection by any member of the Company at its registeredoffice during Company’s business hours. A statement containing salient features ofthe financial statements of subsidiaries is also included in Form AOC-1 in this AnnualReport giving following information in aggregate for each subsidiary including subsidiaryof subsidiary:-

(a) capital

(b) reserves

(c) total assets

(d) total liabilities

(e) details of investment

(f) turnover

(g) profit before taxation

(h) provision for taxation

(i) profit after taxation

(j) proposed dividend

(k) percentage of shareholding.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Company’s operationsare low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivityand quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and researchand development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given (Refer point No.B-6 &B-7 of Note 16).

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are made available at the registered office of theCompany. The members desirous of obtaining the same may write to the Company Secretary atthe registered office of the Company.

RE-APPOINTMENT OF STATUTORY AUDITORS

At the forthcoming Annual General Meeting M/s. Khimji Kunverji & Co. CharteredAccountants who are the Statutory Auditors of the Company will retire and being eligiblehave offered themselves for re-appointment as the Company’s Auditors. The Company hasreceived certificate from Khimji Kunverji & Co. dated 10th April 2015confirming that their re-appointment for the year 2015-16 if made at the ensuing AnnualGeneral Meeting of the Company will be in accordance with the provisions of the CompaniesAct 2013 and as per the term prescribed under the said act.

FIXED DEPOSITS

During the period under review your Company has not accepted or invited any depositsfrom public.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for theexcellent support received from the shareholders Bankers Financial InstitutionsGovernment authorities esteemed corporate clients customers and other businessassociates. Your Directors recognise and appreciate the hard work and efforts put in byall the employees of the Company and their contribution to the growth of the Company in avery challenging environment.

For and on behalf of the Board of Directors

Place : Mumbai C. Y. Pal Ninad Karpe
Date : 2nd July 2015 Vice Chairman Managing Director & CEO

ANNEXURE A TO DIRECTORS REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company’s CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs.

CSR Policy giving overview of projects proposed to be undertaken can be viewed on thefollowing link: http://www.aptech-worldwide.com/downloads/policy-on-csr.pdf

2. The composition of the CSR Committee.

Mr. C. Y. Pal Chairman of the CSR Committee (Independent Director) Mr. Rajiv AgarwalDirector Mr. Ninad Karpe Managing Director & CEO

3. Average net profit of the company for last three financial years. Rs 2219.07 lacs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above). Rs 44.38lacs

5. Details of CSR spent during the financial year;

(a) Total amount to be spent for the financial year: Rs 44.38 lacs (b) Amount unspentif any: Rs 38.23 lacs

(c) Manner in which the amount spent during the financial year is detailed below:

1 2 3 4 5 6 7 8
Sr No. CSR Project or activity identified Sector in which the project is covered Projects or Programs (1)Local area or other (2)Specify the State and district where projects or Programs was undertaken Amount outlays (budgets) project or programs wise Amount spent on the projects or programs Sub-heads: (1)Direct expenditure on projects or programs (2)Over-heads: Cumulative- expenditure upto to the reporting period spent through implementing agency Amount
1 Skill Development Education Maharashtra - - Vedanta Foundation 380000
/ knowledge
building Antarang Foundation 21338
Aarambh 49077
Paragon (Muktangan) 53335
CII (Sponsorship) 111250
Total 615000

6. Reasons for not spending the amount:

The Company has constituted a CSR committee and formulated CSR Policy as required underSection 135 of the Companies Act 2013. CSR intiatives have been identified as alsomethodology for spending the same to ensure appropriate end use of funds so spent. TheCompany is in process of tying up with some more NGO’s operating in the similar fieldas that of Company’s identified CSR initatives. Accordingly till end of thefinancial year 2014-15 sum of Rs. 6.15 lacs have been spent on the said initiatives. Thefocused spending on these initiatives would happen from next financial year.

7. Implementation and monitoring of CSR Policy is in compliance with CSR objectivesand Policy of the Company

Sd/- Sd/- Sd/-
Ninad Karpe C. Y. Pal Ketan H. Shah
(Managing Director & CEO) (Chairman of CSR Committee) (Company Secretary)

ANNEXURE B TO DIRECTORS REPORT

POLICY ON CORPORATE SOCIAL RESPONSIBILITY

Policy Statement

Aptech Limited and its subsidiary companies recognizes the importance of skilldevelopment and realizes that the University education is not sufficient vis--vis theIndustry’s requirement of skilled manpower. In fact there is a huge gap between theaspirations and availability as the actual growth rate in education has been 11.3% ascompared to 37% required by Eleventh five year plan set by Govt. (Planning Commission). Arecent report by the Confederation of Indian

Industry (CII) and the Boston Consulting Group (BCG) titled ‘India’sdemographic dilemmas’ analyses that there is a large skill gap in the country whichneeds to be urgently addressed. The report projects that over the next five years Indiawill experience a paradox of nearly 90 million persons joining the workforce but mostwill lack the requisite skills and the mindset for productive employment or forgenerating incomes through self-employment. And Government have recognized approximately500 million persons to be skilled.

Scope

This policy applies to all of Aptech Limited and its subsidiaries.

Objective

The objective of the policy is to:

Provide vocational education to the underprivileged children and youth including highschool and higher education drop-outs which is ranging to almost

57% of school going children across all pockets of India and help is bridging the gapbetween the skill required by the industry and skill available.

Improve the knowledge of students between age group 11-16 and improve the employabilityof the youth population between age group of 18-35 years at large and hence positivelyimpact the society.

Implementation

The process for implementation of CSR programmes will involve:-

Definition Underprivileged Household:

An individual whose annual household income is Rs 2.5 Lacs or less.

Programs

Providing computer animation and related literacy to underprivileged children andyouth including high school and higher education drop-outs at

Aptech and MAAC Centers (Franchise center or at the facility provided by the NGO).

In case the training is provided at the NGO’s facility then the faculty can beprovided by Franchise center or by HR.

Course Cost will be borne by Aptech Ltd and its subsidiary.

Execution

• Engaging NGOs which are working in area of skill development.

• HR will provide course details fee details and centre location details to theNGOs.

• The student list has to be attested by NGO confirming that the household are theunderprivileged household.

• Operations to create separate fee for CSR

• HR to send list to logistics for books issuance and ensures that the book isdelivered at franchise centre

• Names of students to be entered in "Aptrack" under CSR fee plan.

• Student will complete the course and attendance to be marked by center inAptrack.

• Test to be administered and certificates to be issued

• Post completion of the course center to send invoice in NGO’s name oncenter’s letter head

• NGO’s invoice to be validated by HR with the documents (attendance sheetand course completion record)

• Based on invoice raised by center Aptech to issue cheque in favour of NGO.

• NGO issues the cheque in favour of center

• The execution of the activity will be responsibility of HR.

Monitoring

Monthly reports to be generated which will include the amount spent on individualstudent and administering post training test to ascertain the proficiency students haveacquired.

Constitution of CSR Committee

1. Mr. C. Y. Pal Chairman of the Committee

2. Mr. Ninad Karpe

3. Mr. Rajiv Agarwal

Responsibility

HR will be responsible for the execution implementation and monitoring of the CSRactivity.

Approval Authority

Approval authority of the CSR policy will be the Board of Directors.

Policy Prepared By: Shourya K Chakravarty EVP - HR Policy Approved By: CSR Committee
Version: 2 Date : 1st April 2015

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