You are here » Home » Companies » Company Overview » Aplab Ltd

Aplab Ltd.

BSE: 517096 Sector: Engineering
NSE: APLAB ISIN Code: INE273A01015
BSE 00:00 | 25 Jan 19.35 0.20
(1.04%)
OPEN

19.95

HIGH

19.95

LOW

18.30

NSE 05:30 | 01 Jan Aplab Ltd
OPEN 19.95
PREVIOUS CLOSE 19.15
VOLUME 399
52-Week high 24.75
52-Week low 4.45
P/E 4.94
Mkt Cap.(Rs cr) 10
Buy Price 18.35
Buy Qty 305.00
Sell Price 19.35
Sell Qty 66.00
OPEN 19.95
CLOSE 19.15
VOLUME 399
52-Week high 24.75
52-Week low 4.45
P/E 4.94
Mkt Cap.(Rs cr) 10
Buy Price 18.35
Buy Qty 305.00
Sell Price 19.35
Sell Qty 66.00

Aplab Ltd. (APLAB) - Director Report

Company director report

To the Members

Your Directors present their 54th Annual Report of the Company together with theAudited Statements of Assets & Liabilities and Profit & Loss Account for the yearended 31st March 2019

FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous yearfigures are given hereunder:

Rs. in Lakhs

Particulars Year ended 31.03.2019 Year ended 31.03.2018
Net Sales /Income from Business Operations 5321.41 6202.43
Other Income 1898.53 240.68
Total Income 7219.94 6443.11
Interest 806.45 1081.99
Profit / (Loss) before 843.89 (1240.92)
Depreciation
Less Depreciation 128.75 144.19
Profit / (Loss)after depreciation and Interest 715.14 (1385.11)
Less Current Income Tax 125.00 -
Less Deferred Tax - -
Net Profit (Loss) after Tax 590.14 (1385.11)
Dividend (including Interim if any and final ) - -
Net Profit / ( Loss) after dividend and Tax 59014 (1385.11)
Amount transferred to General Reserve
Balance carried to Balance Sheet 590.14 (1385.11)
Earning in Rupee per share (Basic) 11.80 (27.70)
Earning in Rupee per Share(Diluted) 11.80 (27.70)

1. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the yearunder review:

Even though your company was profitable during the year it is on account of propertysale and we have not yet made trading profit. Distress on liquidity continues to haunt ussince we cannot execute large orders on hand make trading profits Liquidity will improveonly when the Thane property is sold. Unfortunately the Corporation Bank has been delayinggrant of NOC to sell. We are however lucky that we have large orders on hand for powersystems for military use as well as for banking automation products.

I am hopeful of operational improvement during the year. We have done comprehensivere-structuring the company's operations reducing the costs revamping the marketing withfocus on growth in profitable business expanding the distributor network strengtheningMIS to improve operational efficiency etc. But cash flow is still a bottle neck. Resultswill therefore show improvement when cash flow eases which is essential for increasing theproduction and execution very profitable business in hand. Sale of industrial propertieswill only happen when our Bank gives its NOC for sale. This will allow us to reduce theinterest burden and help us create a positive cash flow.

2. MANAGEMENT DISCUSSUION AND ANALYSIS:

Condition of the company in spite of large and very profitable orders in handcontinues to be a cause of concern. Due to the financial condition of your companyborrowing more funds even as project loans is not possible.

Luckily we have been able to close our NPA account with Bank of Maharashtra due to saleof the industrial property in Pune even though it was a distress sale. This also hadtemporarily improved the cash flow helping us to focus on production.

Profit made due to One Time Settlement of NPA account has resulted in this being aprofitable year.

If your company is able to sell the Thane property next year too could be profitablesince the incoming flow of business is very encouraging. Statutory Auditors have beenstrict and done their job to meet the current accounting guidelines by SEBI. Yourmanagement has given all the cooperation to them during the audit.

Continued poor condition of your company is a matter of concern in spite of large andprofitable orders from defense institutions and the banks. Huge losses created during thestrike and consequential reduction in incoming business during the following period hasmade it impossible for financial institutions or bank to provide us the working capital.Since the banks are not lending us further funds by way of project loans for defensebusiness we have focused on increasing order booking and work using the sales proceeds.

As I said last year since this was not enough as the shareholder of the company myfamily has provided unsecured loans of over 25 crores to sustain the business serve thecustomers and save jobs. We are accumulating operational losses but we are somehowsurviving due to cooperation from all employees and managers of the company throughhardships.

I continue to hold the view expressed last year that RBI and lending institutions godeeper into the operations of manufacturing companies and understand the reasons for theirsickness. If there is no misuse of lent funds and if the problems relate to shortage offunds to manufacture products then banks should be authorised to lend project loans forindustrial inputs and labour which helps the company to create wealth. Your companycreates wealth that over 50% of its sale. This I understand happens in Germany which ismost concerned with the loss of jobs or allowing technology companies going sick. Indiaunfortunately does not have financial policies to help manufacturing companies to tideover transient business crisis and help them going through a rough weather since suchtransient crisis always happen during the life time of any productive company.

3. DIVIDEND

Dividend is not recommended during the year since entire accumulated losses are notwiped yet. (Previous Year – Nil)

4. TRANSFER OF DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Companies Act 2013 no unclaimed or unpaid Dividend duefor remittance to the Investor Education and Protection Fund established by the CentralGovernment since the company has not declared any dividend after 2008-09.

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 TECHNOLOGY ABSORPTION 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

Risk Management Committee is operating throughout the year to identify and evaluateelements of business risks.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY INITIATIVE

Due to the losses incurred since last many years till previous year during the yearunder review Corporate Social Responsibility could not be implemented. However onimproved performances the same will be implemented.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The particulars of Loans Guarantees or Investments made under Section 186 arefurnished in Notes to Financial Statement attached to this report

10. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties were on arm's length basis and in theordinary course of business. There were no material significant related party transactionsmade by the company during the year under review with Promoter/Directors or Key ManagerialPersonnel. All related party transactions are placed before the Audit Committee and hasalso been placed at the Board Meeting for approval and omnibus approval was obtained on ayearly basis for transactions which are of repetitive nature. The policy on related partytransactions as approved by the Board has been uploaded on the website of the company.Form AOC-2 is not annexed with the Directors' Report for the current year since therelated party transactions are mentioned in the Notes to Accounts attached with thisreport.

11. SALE OF COMPANY PREMISE FOR PAYMENT OF STATUTORY LIABILITIES

Your Company has a proposal from M/s. Saptashri Tech World for purchase of Thaneproperties situated at Plot Nos. A-1 A-3 A-5 & A-6 Wagle Industrial Estate Thanewhich will enable payment of statutory liabilities. The transaction is under process andexpected to complete during the current year.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no adverse comments qualifications or reservations by the StatutoryAuditors in their report in terms of Section143 as well as by Practicing Company Secretaryin the Secretarial Audit Report in terms of Section 204. Respective reports are annexedherewith (please refer Annexure A for Secretarial Audit).

13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isbeing practiced due to inadequate profit the present Executive Director is not drawingany remuneration.

14. 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 and attached to this report.

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board met 4 (four) times during the financial year 2018-19 i.e. on 29th May 201814th August 2018 2nd November 2018 and 13th February 2019. In respect of such meetingsproper notices were given in time and the proceedings were properly recorded and signed inthe Minutes Book maintained for the purpose. No Circular Resolutions were passed by thecompany during the financial year under review.

16. CORPORATE GOVERNANCE REPORT

In terms of SEBI CIRCULAR CIR/CFD/ POLICYCELL/7/2014 dated 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 erstwhile Clause 49 shall not be mandatory for the timebeing in respect 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 2019

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits 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. Internal financial control means the policies andprocedures adopted by the Company for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation 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.

18. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary company and no joint ventures during the year underreview

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

20. DIRECTORS

No shares held by Independent Directors except by Promoter/Director.

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.

During the year Capt. Vilas W. Katre (DIN:00054460) has resigned from the Board and Mr.Naresh K. Joshi was appointed as Additional Director (Independent) on the Board.

21. 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.

22. 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 re-appointment under provisionsof section 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 authorizethe Board of Directors to fix their remuneration

23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

i Capt. Vilas W. Katre (DIN: 00054460) ( Resigned during May 2019)

ii Dr. S.K. Hajela (DIN: 01001987)

iii Mrs. Amrita P. Deodhar (DIN: 00538573)

The above composition of the Audit Committee consists of independent Directors viz.Capt. Vilas W. Katre (DIN: 00054460) and Dr. S.K. Hajela (DIN: 01001987) who form themajority.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

24. SHARES

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 further passed the resolution for issue ofrights shares to the existing share holders. The procedure for issue of right shares isunder process.

e. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITIONAND 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 year2018-19.

26. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to Bankers Business AssociatesConsultants Employees and various Government Authorities for their continued supportextended to your Company's activities during the year under review. Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed on yourCompany.

For and on behalf of the Board of Directors

P.S. Deodhar Naresh K. Joshi
Chairman & Managing Director Director
DIN: 00393117 DIN: 08471203
Date: August 8 2019
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 Company's production process does not involve any continuous process machinery. Asthe production involves electronic assembly power requirements are very minimal.

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 company's 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:

1. Three Phase IGBT based 6 elements Inverter developed

2. Three phase IGBT based rectifier Productioned

3. 20kVA ruggedized UPS developed for MSRM project application supplied to Army throughNOVA

4. DSP base High Power DC Power Supply productionized Expenditure on R & D

(Rs. in Lakhs)

2018-2019 2017-2018
Capital Expenditure Nil Nil
Revenue Expenses 24.13 59.13
TOTAL 24.13 59.13
Total R & D Expenses as a percentage to turnover 0.45% 0.97%

FOREIGN EXCHAGE EARNINGS AND OUTGO:

The earnings and outgo in foreign exchange are as follows:

Earnings (FOB Value) (P Y Rs. 446.03 Lakhs) Rs. 411.93 Lakhs
Outgo (CIF Value of imports plus expenses) (P Y 438.84 Lakhs) Rs. 294.49 Lakhs

For and on behalf of the Board of Directors

P.S. Deodhar Naresh K. Joshi
Chairman & Managing Director Director
DIN: 00393117 DIN: 08471203
Date: August 8 2019
Place: Thane

.