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Affordable Robotic & Automation Ltd.

BSE: 541402 Sector: Engineering
NSE: N.A. ISIN Code: INE692Z01013
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OPEN 152.00
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VOLUME 7200
52-Week high 218.90
52-Week low 96.00
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Mkt Cap.(Rs cr) 151
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Affordable Robotic & Automation Ltd. (AFFORDABLEROBO) - Director Report

Company director report

Dear Members

The Board of Directors hereby submits the Twelfth Annual Report of the business andoperations of Affordable Robotic & Automation Limited (the Company or ARAL) along withthe audited financial statements for the financial year ended on March 31 2021.

1. Financial results

The highlights of the financial performance on consolidated and standalone basis forthe year ended March 31 2021 are as under:

(INR)
Particulars

Standalone

Consolidated

Financial Year 2020-21(FY21) Financial Year 2019-20 (FY20) Financial Year 2020-21(FY21) Financial Year 2019-20 (FY20)
Income
Revenue from operations 561042446.89 869163696.36 561042446.89 869163696.36
Other income (net) 1720138.04 1041278.86 1720138.04 1054008.44
Total income 562762584.93 870204975.22 562762584.93 870217704.80
Expenses
Operating expenditure 581133694.52 813889060.29 581133694.52 814333480.39
Depreciation and amortization expense 17644357.00 17092536.00 17644357.00 17092536.00
Total expenses 598778051.52 830981596.29 598778051.52 831426016.39
Profit before extraordinary items & tax (36015466.59) 39223378.93 (36015466.59) 38791688.41
Extraordinary items - 8905323.00 - -
Profit before tax (PBT) (36015466.59) 30318055.93 (36015466.59) 38791688.41
Tax expense (682297.00)* 8095176.00 (682297.00)* 8095176.00
Profit for the year (35333.169.59) 22222879.93 (35333169.59) 30696512.41

*Deferred Tax Charges (Revenue)

2. Dividend

Due to deficiency of profits the Board of Directors does not recommend any dividendfor the financial year.

3. Reserves

The Board proposes to carry the Net profit/loss after taxation of Rs. (35333169.59)for the financial year 2020-21 (P.Y.: Net profit After Taxation of Rs. 22222879.93/- forstandalone and for consolidated Net profit/loss after taxation of Rs. (35333169.59) forthe financial year 2020-21 (P.Y.: Net profit After Taxation - Rs. 30696512.41/-)

4. Change of Name

There is no change in the name of the Company during the financial year under reviewi.e. 1st April 2020 to 31st March 2021.

5. Fixed Deposits

In terms of the provision of Sections 73 and 74 of the Companies Act 2013 (the 'Act')read with the relevant rules your Company has not accepted any fixed deposits during theyear under report.

6. Company's performance

On a Consolidated basis the revenue from operations for financial year 2020-21 was atRs. 561042446.89/- as against Rs. 869163696.36/- for the financial year 2019-20. Theprofit/(loss) for financial year 2020-21 was Rs. (35333189.59)/- as against Rs.30696512.41/- for the financial year 2019-20.

On a Standalone basis the revenue from operations for financial year 2020-21 was atRs. 561042446.89/- as against Rs. 869163696.36/- for the financial year 2019-20. Theprofit for the year was Rs. (35333169.59) as against Rs. 22222879.93/- for thefinancial year 2019-20.

Covid-19 pandemic affected the performance of the company such as restrictions andmovements of the people. The whole year we focused on cost reduction and designstandardization. Pandemic Covid -19 during the financial year 2020-21 which impact theperformance of the Company. The Order book of the company is healthy for automation aswell as Car Parking system.

7. Brief Description of the Company's working during the year/State of Company's Affair

The Company is leading in automation world from more than a decade serving inAutomotive NonAutomotive General Industries & also in Government Sector. ARAL hascustomer base in India & other parts of Asia and world. ARAL is a Turnkey AutomationSolution provider for all kind of Industrial Automation needs such as Line AutomationAssembly Line Conveyor Robotic Inspection Stations Pick & Place Systems GantryAuto Assembly stations Robotic Welding Cell & Lines Fixed Indexing & Rotarytype Welding fixtures Spot Mig Tig Welding Robotic Cell SPM's for Welding PneumaticHydraulic Hydro-pneumatic SPM's Jigs Gauges & Fixtures. Automatic Car ParkingSystem is also Company's major area of expertise.

8. Contingencies & Events Occurring after Balance Sheet Date

a) Contingencies Occurring after Balance Sheet Date

No such Liabilities were noticed which are contingent in nature.

b) Events Occurring after Balance Sheet Date

With strong order opening and current year order bookings we are hopeful to again postprofit in coming year.

During the pandemic Covid-19 we got lot of time optimizing our designs; thinking in anew way to market our existing products and also introduce some new products in automationsector which are scalable.

Company get approval from shareholder by way of Postal Ballot in month of May 2021 for"AFFORDABLE ROBOTIC AND AUTOMATION LIMITED EMPLOYEE STOCK OPTION PLAN 2021'("ESOP 2021"/ "PLAN")" which will be roll out in the year 2022-23on the basis of the performance of the employees in the current financial year i.e.2021-22.

9. Change in the nature of Business if any

There is no change in the nature of business during the financial year.

10. Material Changes and Commitments If any affecting the Financial Position of theCompany which have occurred between or at the end of the Financial year of the Company towhich the Financial Statements relate and the date of the report

All Material Changes and Commitments affecting the Financial Position of the Companywhich have occurred between or at the end of the Financial year of the Company to whichthe Financial Statements relate and the date of the report are mentioned under applicableheads under this report or the Corporate Governance Report as the case may be.

11. Auditors

The company at its Annual General Meeting held on 30th October 2018 hasappointed M/s. Vijay Moondra & Co Chartered Accountants Ahmedabad (FRN 112308W) asthe Auditors of the Company for the next five consecutive financial years.

12. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 every listedcompany and company belonging to class of companies as prescribed is required to annexwith its Board's Report a Secretarial Audit Report given by a Company Secretary in Wholetime Practice.

The Board of Directors has appointed M/s. Sandeep Kulkarni & Associates PracticingCompany Secretaries Pune as the Secretarial Auditors of your Company.

13. Internal Audit

The Company appoint M/s. MGAM & Co. as Internal Auditor of the company as requiredunder section 138 of the Companies Act 2013.

14. Auditor's report

The Statutory auditor's report does not contain any qualifications reservations oradverse remarks.

15. Auditor's Qualifications

The statutory auditors of the company have not made any qualification reservation oradverse remark or disclaimer in their report. The observation made in the Auditors' Reportread together with relevant notes thereon are self-explanatory and hence do not call forany further comments under Section 134 of the Companies Act 2013.

16. Number of meetings of the Board

Seven meetings of the Board were held during the year. (Please refer Table 2 of PointNo. 1(C) of Corporate Governance Report.)

17. Directors and key managerial personnel

Mrs. Bhagirathi Padole Director liable to retires by rotation and being eligibleoffered herself for re-appointment.

Pursuant to the provisions of Section 149 of the Act Mr. Bharat Kishore Jhamvar Mr.Ajay Vishnu Deshmukh and Mr. Rohan Vijay Akolkar are Independent Directors of the Company.They have submitted a declaration that each of them meet the criteria of independence asprovided in Section 149(6)of the Act and Regulation 16(1)(b) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").There has been no change in the circumstances affecting their status as an IndependentDirector during the year.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2021 are:

Mr. Milind Manohar Padole Managing Director Mr. Manohar Pandurang Padole Whole timeDirector Mr. Rahul Milind Padole Director Mrs. Bhagirathi Manohar Padole Director Mr.Bharat Kishore Jhamvar Independent Director Mr. Ajay Vishnu Deshmukh IndependentDirector and Mr. Rohan Vijay Akolkar Independent Director Mr. Sengunthar DakshnamurthyKalidas Chief Financial Officer and Mrs. Abhijeet Shitole Company Secretary. During theyear none is ceased to be a Key Managerial Personnel of the Company.

18. Particulars of Employees :-

The Company had no such employees covered who is receipt of remuneration of Rs. 8.50Lakhs per month or Rs.1.02 Crore per annum as covered under Section 197 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during the period under review and hence the same is not required to be attached to thisreport.

19. Remuneration Policy:

The remuneration paid to the employees are as per the remuneration policy made by thecompany.

20. Declaration of Independence by Independent Directors

The Board confirms that all Independent Directors of your Company have given adeclaration to the Board that they meet the criteria of independence as prescribed underSection 149 of the Act.

Separate meetings of the Independent Directors have been held during the Financial Year2020-21 in which the Independent Directors have transacted the following business:

1. Reviewed the performance of the Management of the Company

2. Discussed the quality quantity and timeliness of the flow of information betweenthe Directors and the Management of the Company

3. Discussed the strategic matters of the Company.

21. Performance Evaluation of the Board its Committees and Directors

The Company conducted the annual performance evaluation of the Board its variousCommittees and the Directors individually. The performance of the Board was evaluated bythe Board after seeking inputs from all the directors and senior management on the basisof criteria such as the board composition and structure effectiveness of board processesinformation and functioning etc. Board is being involved and briefed on all importantissues. Very high levels of engagement were observed and the opinions of each other wererespected.

22. Audit Committee

The details pertaining to the composition terms of reference and other details of theAudit Committee of the Board of Directors of your Company and the meetings thereof heldduring the Financial Year are given in the section "Corporate Governance Report"forming part of this Annual Report. The recommendations of the Audit Committee in terms ofits Charter were accepted by the Board of Directors of the Company from time to timeduring the year under Report.

23. Employees' remuneration

There were no employees during the year drawing remuneration in excess of limitsspecified under Rule 5 (2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

24. Employee stock option plans

The Company has not issued any stock options to its employees during the year01.04.2020 to 31.03.2021 and hence the details as provided in rule 12 (9) of Companies(Share Capital and Debentures) Rules 2014 are not applicable.

But have get approval from shareholder by way of Postal Ballot in month of May 2021 for"AFFORDABLE ROBOTIC AND AUTOMATION LIMITED EMPLOYEE STOCK OPTION PLAN 2021'("ESOP 2021"/ "PLAN")" which will be roll out in the year 2022-23on the basis of the performance of the employees in the current financial year i.e.2021-22.

25. Particulars required as per Section 134 of the Companies Act 2013

As per Section 134 of the Act your Company has provided the Consolidated FinancialStatements as on March 31 2021. Your Directors believe that the consolidated financialstatements present a more comprehensive picture as compared to standalone financialstatements. These documents will also be available for inspection during the businesshours at the Registered Office of your Company and the respective subsidiary companies. Astatement showing financial highlights of the subsidiary companies is enclosed to theconsolidated financial statements.

26. Consolidated financial statements

Consolidated financial statements of your Company and its Subsidiary as at March 312021 are prepared in accordance with applicable provisions of Companies Act 2013 and theRules made thereunder and form part of this Annual Report.

27. Share Capital

At present the Authorised Share Capital of your company as on the date of this reportis Rs. 120000000/- (Twelve Crores Only) consisting of 12000000 Equity Shares of Rs.10/-(Ten) each. The Issued Subscribed Called up and paid up Share Capital of your Company isRs. 101796000/- (Ten Crores Seventeen Lakhs Ninety Six Thousand Only) consisting of10179600 Equity Shares of Rs. 10/- (Ten) each fully paid up. Company is listed with BSESME platform through its Initial Public Offer (IPO) in June 2018. All shares of theCompany are in dematerialized form.

28. Subsidiary Companies Associate Companies and Joint Ventures

The Company has 3 subsidiary Companies as on March 31 2021. There are no associatecompanies or joint venture companies within the meaning of Section 2(6) of the CompaniesAct 2013 ("Act").

The Company has formed ARAPL North America LLC but any investment is not done tilldate. "ARAPL North America LLC" is incorporated in United States of America(USA) during the year but due to pandemic Covid-19 situation "ARAPL North AmericaLLC" not started functioning once the favorable situation available will start itsfunctioning.

ARAPL Intelligent Equipment Shanghai Co. Ltd (China) subsidiary is under closureprocedure once all legal compliance related to closure once completed we will intimateabout the same.

Masterji.AI Pvt. Ltd is a subsidiary company of Affordable Robotic Automation Ltdholding 65% of Stake. The Company is incorporated during the year for carrying on businessof formal and informal education to train students in both India and abroad for variouseducational programs through e- learnings.

Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on thewebsite of the Company.

S. No Name and address of the company CIN/GLN Holding/ Subsidiary/ Associate % Of Shares Held Applicable Section
1 ARAPL Intelligent Equipment Shanghai Co. Ltd NA Subsidiary 80% 2(87)
2 ARAPL North America LLC NA Subsidiary 100% 2(87)
3 Masterji.AI Pvt Ltd U80903PN2020PTC197332 Subsidiary 65% 2(87)

29. Particulars of Loans and Guarantees given and Investments made

Loans guarantees and investments covered under Section 186 of the Act form part of thenotes to the financial statements provided in this Annual Report.

30. Related Party Transactions

The Policy to determine materiality of related party transactions and dealing withrelated party transactions as approved by the Board of Directors.

During the year under report your Company had not entered into any materialtransaction with any party who is related to it as per the Act There were certaintransactions entered into by your Company with its foreign subsidiaries and other partieswho are related within the meaning of Indian Accounting Standard (Ind AS) 24. The Board ofDirectors confirms that none of the transactions with any of related parties were inconflict with your Company's interest.

All related party transactions are entered into on an arm's length basis are in theordinary course of business and are intended to further your Company's interests.

The information on transactions with related parties pursuant to Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form No.AOC-2 and the same forms part of this report.

31. Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any. A vigil (Whistle Blower) mechanism provides a channel tothe employees and Directors to report to the Management concerns about unethicalbehavior actual or suspected fraud or violation of the Codes of Conduct or Policy. Themechanism provides for adequate safeguards against victimization of employees andDirectors to avail of the mechanism and also provide for direct access to the ManagingDirector/Chairman of the Audit Committee in exceptional cases.

32. Corporate Governance

A separate section on Corporate Governance with a detailed compliance report asstipulated under the Listing Regulations and any other applicable law for the time beingin force forms an integral part of this Report.

Compliance Certificate from the Practicing Company Secretary regarding compliance ofconditions of Corporate Governance as stipulated in the Listing Regulations (as applicableto BSE SME platform listed Companies) forms part of this Annual Report.

33. Management Discussion and Analysis

Report on Management Discussion and Analysis as stipulated under the ListingRegulations and any other applicable law for the time being in force based on auditedconsolidated financial statements for the Financial Year 2020-21 forms part of this AnnualReport.

34. Business Responsibility Report

Report on Business Responsibility as stipulated under the Listing Regulations and anyother applicable law for the time being in force describing the initiatives taken by theManagement from an environmental social and governance perspective.

35. Conservation of energy Technology absorption and Foreign Exchange Transactions:

• Conservation of energy

Energy conservation continues to receive priority attention at all levels. All effortsare made to conserve and optimize use of energy with continuous monitoring improvement inmaintenance and distribution systems and through improved operational techniques.

• Technologyabsorption

The Company continues to adopt and use the latest technologies to improve theproductivity and quality of its products and services.

• Foreign Exchange Transactions

Transactions denominated in foreign currency are recorded at the exchange rateprevailing at the date of transaction. Exchange differences arising on the foreignexchange transaction settled during the period are recognized in the Profit and LossAccount Monetary items outstanding on date of Balance sheet have been accounted atexchange rate as on that date and difference has been charged to Profit and Loss account.

Foreign exchange earnings and outgo

(INR)
Particulars 2020-21
Earnings NIL
Outgo NIL

36. Corporate Social Responsibility (CSR)

CSR is applicable to company and it complied with the same up to possible level as dueto crunches of Cash during the year 2020-21 spending for the same will be done in theyear 2021-22 as per applicable legal portion of profit for same.

37. Human Resources

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invest in attraction retention and development oftalent on an ongoing basis. Your Company thrust is on the promotion of talent internallythrough job rotation and job enlargement.

38. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

39. Listing with Stock Exchanges (BSE SME Platform)

The company get listed its share with BSE Limited under (Small & MediumEnterprises) SME platform of BSE Limited in the month of June 2018 by way of InitialPublic Offer (IPO).

40. Disclosure relating to equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and

Debenture) Rules 2014 is furnished.

41. Disclosure relating to sweat equity shares:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

42. Disclosures in respect of voting rights not directly exercised by employees:

There are no shares held by trustees for the benefit of employees and hence nodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014has been furnished.

43. Fraud Reporting

During the year under review no instances of fraud were reported by the StatutoryAuditors of the Company.

44. Adequacy of Internal Financial Controls

The Board is responsible for establishing and maintaining adequate internal financialcontrol as per Section 134 of the Act.

The Board has laid down policies and processes in respect of internal financialcontrols and such internal financial controls were adequate and were operatingeffectively. The internal financial controls covered the policies and procedures adoptedby your Company for ensuring orderly and efficient conduct of business including adherenceto your Company's policies safeguarding of the assets of your Company prevention anddetection of fraud and errors accuracy and completeness of accounting records and timelypreparation of reliable financial information.

45. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the

Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of allapplicable Laws and that such systems are adequate and operating effectively.

46. Extract Of Annual Return

Pursuant to the provisions of the Section 92(3) of the Act read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of Annual Return ofyour Company for the Financial Year ended on March 31 2021 is provided as Form No. MGT-9to the Directors' Report.

47. Risk management

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified bythe Statutory Auditors of the Company. Significant audit observations and follow upactions thereon are reported to the Board. The Board of Directors reviews adequacy andeffectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations.

48. Cost Audit

During the year under review your company does not fall within the ambit of theprovisions of Section 148 of the Companies Act 2013 read with the Companies (Cost records& Audit) Rules 2014 therefore no cost auditor was required to be appointed.

49. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

Your Company has an Anti-Sexual Harassment Policy in place which is in line withrequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

All employees (permanent contractual temporary and trainees) are covered under thispolicy.

During the year under report your Company did not receive any case of sexualharassment and hence as on March 31 2021 there were no pending cases of sexualharassment in your Company.

50. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:

There are no orders passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.

51. Acknowledgements

The Directors thank the Company's employees customers vendors investors and othersfor their continuous support. The Directors also thank the Government of IndiaGovernments of various states in India Governments of various countries and concernedGovernment departments and agencies for their co-operation. The Directors appreciate andvalue the contribution made by every member of the ARAL family.

On behalf of the Board of Directors of

Affordable Robotic & Automation Limited

Milind Padole Manohar Padole
Managing Director Whole time Director
DIN: 02140324 DIN: 02738236
Date: 3rd September 2021
Place: Pune

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