Directors Report of Aplab Ltd.

Mar 31, 2015

Dear Members,

The Directors present their 50th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015

1. FINANCIAL RESULTS

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

(Rs. in Lacs) Particulars Year ended Year ended 31.03.2015 31.03.2014

Net Sales /Income from Business Operations 7429.37 9515.97

Other Income 71.15 103.43

Total Income 7500.52 9619.40

Interest 1062.58 1022.22

Profit /(Loss) before Depreciation (1266.72) 336.68

Depreciation 173.43 278.12

Profit /(Loss) after depreciation and Interest (1440.15) 58.56

Current Income Tax - -

Deferred Tax - -

Net Profit (Loss) after Tax (1440.15) 58.56

Dividend (including Interim if any and final ) - -

Net Profit /(Loss) after dividend and Tax (1440.15) 58.56

Amount transferred to General Reserve -

Balance carried to Balance Sheet (1440.15) 58.56

Earning in Rupee per share (Basic) (28.80) 1.17

Earning in Rupee per Share(Diluted) (28.80) 1.17

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

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

During the year under review the Company could achieve reduced turnover of Rs. 7429.37 Lacs against Rs. 9515.97 Lacs of previous year and incurred loss of Rs.1440.15 Lacs against profit of Rs. 58.56 Lacs of previous year. The reduction in turnover of 22% of previous year is due to the continuous stress on liquidity. In the current year growth is expected in sale of banking automation, measuring instruments and power supplies.

3. DIVIDEND

No Dividend is recommended for the current financial year due to loss incurred by the Company. (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 Dividend relating to the financial year 2007-08 is due for remittance to the Investor Education and Protection Fund established by the Central Government on 17/07/2015.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure to the Directors' Report and is attached to this report.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

During the year under review your company has formed Risk Management Committee to identify and evaluate elements of business risks.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Due to the losses incurred presently during the year under review, Corporate Social Responsibility could not be implemented. However on improved performances, the same will be implemented.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees or Investments made under Section 186 is furnished in Notes to Financial Statement no. 26 under item No. 9 and is attached to this report.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 186 is furnished in Notes to Financial Statement No. 26 and is attached to this report.

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

There were no adverse comments, qualifications or reservations or adverse remarks by the Statutory Auditors nor practicing Company Secretary in the Secretarial Audit Report. The Secretarial Audit Report in terms of Section 204 is annexed as Annexure-A to this report.

12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is in process, due to inadequate profit, the present Executive Director is not drawing any remuneration.

13. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the companies (Management and administration) Rules, 2014 is furnished in Annexure-B and is attached to this Report.

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

The Company had 5 (Five) Board meetings during the financial year under review.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. - Not applicable to Private Limited Company. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

(f)the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The details of financial performance of Subsidiary Company Sprylogic Technologies Limited, recorded turnover of Rs. 233.68 Lacs during the year as against Rs.210.38 Lacs in the previous year. The operations during the year have resulted into a profit before tax of Rs. 26.41 Lacs as against profit before tax of Rs.37.05 Lacs during the previous year.

17. DEPOSITS

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

18. DIRECTORS

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 Meeting and being eligible offer herself for re-appointment.

Mr. Nishith P. Deodhar, Managing Director (DIN: 01614848), Mr. Amit Goenka, Director (DIN: 00017707) and Mr. Mukund Galgali (DIN: 01998552) have resigned from the Board during the year.

Mr. PS. Deodhar was appointed as Managing Director designated as Chairman & Managing Director during the year.

19. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

20. STATUTORY AUDITORS

The Statutory Auditors, M/s Shahade & Associates, Chartered Accountants (ICAI Registration No. 109840W), retire at the forthcoming Annual General Meeting. They have furnished a certificate confirming their eligibility for re-appointment under provisions of Section 141 of the Companies Act, 2013 and expressed their willingness to be re-appointed. You are requested to appoint the Auditors for the current year and fix their remuneration.

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

The Audit Committee consists of the following members

a. Mr. A.G Joshi (DIN: 00019927)

b. Mr. Jayant Deo (DIN: 00568381)

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

The above composition of the Audit Committee consists of independent Directors viz., Mr. A.G Joshi (DIN: 00019927), Mr. Jayant Deo (DIN: 00568381) and Dr. S.K. Hajela (DIN: 01001987) who form the majority.

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

22. 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. EMPLOYEES STOCK OPTION PLAN

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

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013)

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No sexual harassment complaints were received during the year 2014-15.

24. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company's activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Date: May 23, 2015 P.S. Deodhar (DIN:00393117) Place: Thane Chairman & Managing Director

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Mar 31, 2014

Dear Members

The Directors present their 49th Annual Report and the Audited Accounts for the year ended 31s* March, 2014

(Rs. in Lacs) Year ended Year ended 31.03.2014 31.03.2013

Profit before finance cost, 1358.91 740.55 depreciation and tax

Finance Cost 1022.23 896.34

Depreciation 278.12 213.68

Profit/(Loss) before tax 58.56 (369.47)

Provision for income tax - -

Deferred Tax Liability/(Asset) - -

Net Profit/(Loss) 58.56 (369.47)

Amount available for appropriations - -

Appropriations : - -

1. General Reserve - -

2. Proposed Dividend - -

3. Tax on Dividend - -

REVIEW OF OPERATIONS

During the year under review the Company could achieve higher turnover of Rs. 9515.97 Lacs against Rs. 7161.40 Lacs of previous year. This represent a growth of 32.88%. The growth is mainly in Banking Automation Products. With added turnover profit before tax of Rs. 58.56 Lacs is achieved against loss of Rs. 369.47 Lacs of previous year. In the current year growth is expected in sale of other products.

FINANCE

The cost of finance has been continued to increase in the year under review. Liquidity position was always under pressure. Directors are making every effort to control the cost by better working capital management. In current year though absolute figures will increase finance cost, enhanced turnover will reduce the impact thereof.

DIVIDENDS

The year under review has generated net profit of Rs. 58.56 Lacs. However as a prudent business practice the Board felt it appropriate to defer recommendation of any dividend till earning of substantial profit (P.Y. Nil).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

This Report also includes the Management Discussion & Analysis and the Report is thus a composite and comprehensive document.

A. Industry Structure and Developments:

Manufacturing in India continues to face several headwinds like in the past few years. High inflation and poor infrastructure mean higher input costs, increasing labour strike, higher borrowing costs and consequently lower margins for our products. The markets your company operates in continue to be extremely competitive with little advantage in local manufacturing. Your company''s sales margins continue to be impacted. The increase in material costs without much scope for increasing selling prices due to continued Chinese and other low cost imports pressure continues to challenge your company''s push towards profitable growth. The problems faced by Indian manufacturers range from poor infrastructure like non availability of power, complex State, Centre and local taxes, rules & regulations, corruption, bureaucratic hurdles and lack of promotional policies. Government spending and in general demand for your company''s Industrial products has substantially slowed over the 2012-2013 fiscal year. Although, we are hopeful that spending and consequent demand will increase in the current year; this being an election year, but any upside seems restricted due to the negative outlook by international ratings companies. Your company now has successfully tapped the Middle East market and looks to further focus and grow business in these lucrative markets.

B. Opportunities and Threats to your company:

An election year, we hope provides new opportunities with new investments the Government is likely to undertake this year. Your company continues to explore opportunities in the PV Solar market; in an energy starved environment, PV solar looks increasingly attractive to Indian consumers.

Your company''s banking and retail automation products are likely to grow exponentially this year. Your company has tied with reputed international brands to bring the Indian banking industry world-class banking automation products. Banks, partially RBI mandated, continue to expand their rural retail banking networks. The number of customers they service has increased, along with the geographical spread. There is also a big dearth of trained personnel in the retail banking sector, especially in the rural areas, hampering banks growth plans. All these factors lend to an increased interest in your company''s self-service kiosks. We expect a substantial rise in business in the coming year.

Test and Measurement division should see some growth in the education sector due to the increased Government spending in an election year. However, we expect the increase to be marginal at best.

The UPS division makes a major portion of your company''s business however unfortunately margins are under the most pressure for this market segment. Your company is going to increasingly focus on industrial and customized UPS systems in Middle East and the GCC countries, where the company can command better margins and now has a very strong partner and investments.

Your company''s exited the fuel dispensing business. This business had become extremely competitive and a low margin market share acquisition exercise. The costs of maintain an extremely geographically dispersed population of dispensingunits and the associated costs, convinced the company that this business was not strategic.

C. Threats

Your company primarily operates in LBT taxed areas. Trader community strikes, and the additional overheads, costs of operating in an LBT area puts your company in a disadvantage to other companies operating in areas where local taxes are manufacturing friendly.

General economic conditions of inflation, severe competition within India and from outside, increasing material prices and labour costs continue to be major threats. Cost of borrowings continues to rise and is likely to continue to do so in the midterm as high lending rates mean lesser liquidity. Our interest burden continues to put pressure on our net profits and the company is exploring all options to reduce its debt burden.

Service revenue margins continue to be under tremendous pressure as payroll and transportation makes up the major cost for this revenue. Both have seen significant rise due to higher fuel price rises.

The weaker rupee is likely to help exports but also means that managing business in products where import content is high, and in a volatile currency environment becomes increasingly difficult.

COMPANY PERFORMANCE D. Performance Balance Sheet:

During the year under review your company achieved sales of Rs. 9515.97 Lacs and earned profit of Rs. 1358.91 Lacs before Interest, Depreciation and Tax as compared to sales of Rs. 7161.40 Lacs and Profit of Rs. 740.55 Lacs before Interest, Depreciation and Tax in the previous year. Increased turnover resulted in better gross margin though some of the orders were with low margin. There has been enhancement in cost of finance and human resources.

E. Internal control systems and their adequacy:

The Company has a proper and adequate system of controls in order to ensure that all assets are guarded against loss from unauthorized use or disposal and the transactions pertaining to the assets are properly documented and recorded. The internal control systems are designed to ensure that all the records in the organization are reliable and adequate in order to prepare the financial statements and maintaining accountability. The internal control systems are supplemented by Internal Audit by a firm of Chartered Accountants and also monitored by Managing Director. The Audit Committee also reviews the systems and the observations of Internal Auditors in the periodical meetings. Frequency of verification at branches will be improved during the current year.

F. Financial Performance:

The cost of finance has been continued to increase in the year under review. The liquidity position of the company has been under continuous stress during the current year. During the year carried forward losses of earlier year are marginally reduced. Directors are making every effort to control the cost by better working capital management.

G. Human Resources/Industrial Relations

Your company treats human resources as an important valuable asset for the growth of the organization and keeping this in view every effort is being made to retain and attract best talent in the industry to cater current and future business needs. Various in-house training programmes are conducted to enhance the capability of existing employees.

SUBSIDIARY COMPANY

SPRYLOGIC TECHNOLOGIES LIMITED

Sprylogic Technologies Limited, the IT subsidiary recorded turnover of Rs. 210.38 Lacs during the year as against Rs.238.37 Lacs in the previous year. The operations during the year have resulted into a profit before tax of Rs. 37.05 Lacs as against profit before tax of Rs.69.02 Lacs during the previous year.

FIXED DEPOSITS

During the year, fixed deposits of Rs. 58.49 Lacs were accepted and Rs. 250.95 Lacs were renewed. As at year end the Fixed Deposits amounting to Rs.13.13 Lacs remained unclaimed.

DIRECTORS

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 Meeting and being eligible offer herself for re-appointment.

Pursuant to the applicable provisions of the Companies Act, 2013 and the rules made there under read with Schedule IV to the Companies Act, 2013, Mr. Anil G. Joshi (DIN 00019927), Jayant N. Deo (DIN 00568381) and Dr. S. K. Hajela (DIN 01001987) Directors of the Company are to be appointed as an Independent Director of the Company to hold office for five consecutive years for a term up to 31st March, 2019.

AUDITORS

The Auditors, M/s Shahade & Associates., Chartered Accountants, (ICAI Registration No. 109840W) retire at the forthcoming Annual General Meeting. They have furnished a certificate confirming their eligibility for reappointment under provisions of Section 139 of the Companies Act, 2013 and have expressed their willingness to be re-appointed. You are requested to appoint the Auditors for the current year and fix the remuneration.

As per the requirement of Central Government and pursuant to section 233B of the erstwhile Companies Act, 1956, your company has been carrying out an audit of cost records of company''s product(s)/service(s) covered under Central Excise tariff Act 1985.

The company has appointed Messrs Gangan & Co. Cost Accountants, as Cost Auditors to audit the cost accounts for the financial year 2014-15 in pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014

The cost audit report for the previous year has already been filed with the Ministry of Corporate Affairs.

CORPORATE GOVERNANCE

Your Company is committed towards the Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement. A separate report on Corporate Governance is annexed herewith for your ready reference. The Auditors have examined the Company''s compliance and their certificate is reproduced in the report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As per provisions of Companies Act, 2013, your Directors'' subscribe to the ''Directors'' Responsibility Statement'' and confirm as under:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annul accounts on a going concern basis.

e) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

f) that the Directors had laid down internal financial controls and such controls are adequate and operating effectively.

LISTING OF SECURITIES

The Securities are listed on the stock exchanges at Mumbai, Delhi, Chennai & Pune. The Company is proposing of delisting the shares from Delhi, Chennai and Pune Stock Exchanges.

PERSONNEL

The relation with employees were cordial during the year. The Board appreciates the willful co-operation and team spirit of all employees of the company.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217 (2A) of the Companies Act, 1956(the Act) and the rules framed there under forms part of this report. However during the year under review, the Company had no employee covered by Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

A statement furnishing the information as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the valuable co-operation and support extended during the year by the Company''s Bankers, various Government Bodies and also from the Business Partners like Customers, Suppliers, Shareholders and other well-wishers.

For and on behalf of the Board of Directors Nishith Deodhar Managing Director

Thane May 8, 2014

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Mar 31, 2013

To the Members

The Directors present their 48th Annual Report and the Audited Accounts for the year ended 31s'' March, 2013

(Rs. in Lacs)

Year ended Year ended 31-03-2013 31-03-2012

Profit before finance cost, depreciation and tax 740.55 1187.81

Finance Cost 896.34 884.38

Depreciation 213.68 231.80

Profit / (Loss) before tax (369.47) 71.63

Provision for income tax

Deferred Tax Liability / (Asset)

Net Profit / (Loss) (369.47) 71.63

Amount available for appropriations

Appropriations :

1. General Reserve

2. Proposed Dividend

3. Tax on Dividend

REVIEW OF OPERATIONS

During the year under review the Company could achieve turnover of Rs. 7161.40 Lacs against Rs. 9564.20 Lacs of previous year. The reduction in turnover is primarily due to the labour strike that your company faced over the year. A section of your company''s employees resorted to an illegal strike in last quarter of 2011-12 and that lasted till the end of the 3rd quarter of the year under report. The work stoppage has been called off now and the Company''s entire workforce is now functioning normally and cooperating to help your company achieve a better performance in the current year. Due to the unabsorbed fixed costs and due to the drop in revenue, there is loss of Rs. 369,47 Lacs against profit before tax of Rs. 71.63 Lacs.

FINANCE

Every effort was made to curtail finance cost even though there is reduction in turnover and corresponding realization of receivables. Liquidity position was always under pressure. In current year though absolute figures will increase finance cost, enhanced turnover will reduce the impact thereof.

DIVIDENDS

In view of the loss incurred for the year, the Board of Directors does not recommend any dividend for the year (RY. Nil).

SUBSIDIARY COMPANIES

During the year amalgamation process of erstwhile Intel Instruments and Systems Limited has completed with the approved order of High Court, Mumbai. The assets and liabilities of erstwhile Intel Instruments and Systems Limited are merged with the company.

Due to merger of subsidiary company erstwhile M/s Intel Instruments & Systems Limited with Aplab Limited, the Authorized Share Capital of Rs. 3,00,00,000/-, of erstwhile Intel Instruments & Systems Limited is merged with the share capital of Aplab Limited as per the Court Order. Accordingly the authorized share capital of the Company is increased from Rs.7,00,00,000 /- (Rupees Seven Crores only) to Rs. 10,00,00,000 /- (Rupees Ten Crores only) and the Clause V of Memorandum of Association and Clause 3 of the Articles of Association has altered as under:

Clause V of the Memorandum of Association - The Authorized Share Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten crores only) divided into 1,00,00,000 equity shares of Rs. 10/- each. The Company has the power from time to time to increase or reduce its capital in accordance with the provisions of the Companies Act, 1956.

Clause 3 of the Articles of Association - The Authorized Share Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten crores only) divided Into 1,00,00,000 equity shares of Rs. 10/-each.

Sprylogic Technologies Limited

Sprylogic Technologies Limited, the IT subsidiary recorded turnover of Rs. 190.58 Lacs during the year as against Rs.165.62 Lacs in the previous year. The operations during the year have resulted into a profit before tax of Rs. 69.03 Lacs as against profit before tax of Rs.7.01 Lacs during the previous year.

FIXED DEPOSITS

During the year, fixed deposits of Rs. 125.97 Lacs were accepted and Rs. 128.66 Lacs were renewed pursuant to provisions of section 58A of the Companies Act, 1956. As at year end the Fixed Deposits amounting to Rs. 14.37 Lacs remained unclaimed.

DIRECTORS

I n accordance with the clause 132 of the Articles of Association of the Company, Mr. RS. Deodhar and A.G. Joshi are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS

The Auditors, M/s Shahade & Associates., Chartered Accountants, (ICAI Registration No. 109840W) retire at the forthcoming Annual General Meeting. They have furnished a certificate confirming their eligibility for reappointment under Section 224 of the Companies Act, 1956 and have expressed their willingness to be re-appointed. You are requested to appoint the Auditors for the current year and fix the remuneration.

CORPORATE GOVERNANCE

Your Company is committed towards the Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement. A separate report on Corporate Governance is annexed herewith for your ready reference. The Auditors have examined the Company''s compliance and their certificate is reproduced in the report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As per Companies amendment Act, 2000, under Section 217(2AA) of the Companies Act, 1956, your Directors'' subscribe to the "Directors'' Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annul accounts on a going concern basis.

The Company''s Internal Auditors have conducted periodic audits to ensure that established policies and procedures have been followed. The Audit Committee met Internal Auditors periodically to review Internal Controls and Financial Reporting System.

LISTING OF SECURITIES

The Securities are listed on the stock exchanges at Mumbai, Delhi, Chennai & Pune.

PERSONNEL

During the month of March 2012 a section of employees resorted to illegal strike having affected performance of the year under report. During December, 2012 strike is called off. In the current year better performance is expected from employees.

The Board appreciates the co-operation and team spirit in the Management Cadre and other employees of the company.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217 (2A) of the Companies Act, 1956(the Act) and the rules framed there under forms part of this report. However during the year under review, the Company had no employee covered by Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

A statement furnishing the information as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the valuable co-operation and support extended during the year by the Company''s Bankers, various Government Bodies and also from the Business Partners like Customers, Suppliers, Shareholders and other well-wishers.

For and on behalf of the Board of Directors

Place : Thane Nishith Deodhar

Dated :30th May,2013 Managing Director

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Mar 31, 2010

The Directors present their 45th Annual Report and the Audited Accounts for the year ended 31.03.2010

(Rs. in Lacs)

Year ended Year ended 31.03.2010 31.03.2009

Profit before finance cost,

depreciation and tax 92.64 849.23

Finance Cost 507.68 489.64

Depreciation 200.93 188.88

Profit/(Loss) before tax (615.97) 170.70

Provision for Income tax & FBT - 105.65

Deferred Tax Liability/(Asset) - (4.76)

Net Profit/(Loss) (615.97) 69.82

Amount available for appropriations - 69.82

Appropriations :

1. General Reserve - 11.32

2. Proposed Dividend - 50.00

3. Tax on Dividend - 8.50

REVIEW OF OPERATIONS

The service income has grown to Rs. 1219 lacs as compared to Rs.971 lacs in the previous year. The sale of Test and Measurement equipments also has grown well which is Rs. 1405.26 lacs as compared to Rs. 1168.91 lacs in the previous year .However the sale of banking automation products and fuel dispensing units has been much less as compared to previous year. The sale of other products has generally remained same. This has resulted in reduction in annual turnover which is Rs.9795.54 lacs as compared to Rs. 10473.08 lacs in the previous year. The reduction in turnover coupled with increased costs has affected the working results for the year severally. The turnover for the year would have been better but for the sit down strike by workers of an union in the last few days of March,2010. The company as per Memorandums of Settlement with the unions has also accounted amount of Rs. 50.01 lacs and Rs.97.32 lacs relating to the period of 6 months of the financial year 2008-09 and 12 months of the financial year 2009-10 respectively towards employee cost.

FINANCE

The liquidity position of the company has been satisfactory during the year. The repayments of the borrowings and the loss for the year would affect the liquidity during the current year. There has not been much change in the cost of finance during the year, however the same is expected to rise in the coming months .Speedy recovery of all receivables and alternate source of finance is expected to bridge the gap.

DIVIDENDS

In view of loss incurred for the year the Board of Directors does not recommend any dividend for the year as against a dividend of Re. 1/- per share (10%) recommended in the previous year.

AUDITORS REPORT

Your Directors would like to invite your attention to paragraph 2 and 6 of the Auditors Report and clarify as under:-

- Intel earned a profit before tax of Rs. 1.51 lacs for the year under review as against loss of Rs. 32.84 lacs in the previous year and the Directors hope to improve the performance in coming years. Exposing Intels products to foreign countries where specifications and quality standards are stringent brings some indirect benefits to Aplab. This enables Aplab to use latest technology for domestic market and keep Aplab ahead of the competitors.

- There is no default in paying gratuity and leave encashment to employees leaving the Company on superannuation or otherwise. As on Balance Sheet date the gratuity fund amount available with LIC is Rs.297.20 lacs.

FIXED DEPOSITS

During the year, fixed deposits of Rs. 354.18 lacs were accepted or renewed pursuant to provisions of section 58A of the Companies Act, 1956. As at year end the Fixed Deposits amounting to Rs.9.48 lacs remained unclaimed.

DIRECTORS

During the year Mr Deepak Chandanani resigned as Director from the Board. The Board appreciates his valuable guidance and co-operation received during his tenure.

In accordance with the clause 132 of the Articles of Association of the Company, Mr.P.S.Deodhar and Mr. Jayant Deo are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re- appointment.

AUDITORS

The Auditors, M/s M.P.Chitale & Co., Chartered Accountants, (ICAI Registration No.101851W) retire at the forthcoming Annual General Meeting. They have furnished a certificate confirming their eligibility for reappointment under Section 224 of the Companies Act, 1956 and have expressed their willingness to be re-appointed. You are requested to appoint the Auditors for the current year and fix the remuneration.

CORPORATE GOVERNANCE

Your Company is committed towards the Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement. A separate report on Corporate Governance is annexed herewith for your ready reference. The Auditors have examined the Companys compliance and their certificate is reproduced in the report.

DIRECTORS RESPONSIBILITY STATEMENT

As per Companies amendment Act, 2000, under Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annul accounts on a going concern basis.

The Companys Internal Auditors have conducted periodic audits to ensure that established policies and procedures have been followed. The Audit Committee met Internal Auditors periodically to review Internal Controls and Financial Reporting System.

LISTING OF SECURITIES

The Securities are listed on the stock exchanges at Mumbai, Delhi, Chennai & Pune.

PERSONNEL

During the month of March ,2010 workmen of an union resorted to sit down strike for few days .The Company entered into memorandums of settlements dated 12.07.2010 with both the unions covering the period of 01.10.2008 to 30.09.2011.The effect thereof on rise in employee costs has been given in the annual accounts .

The Board appreciates the co-operation and team spirit in the Management Cadre and other employees of the company.

PERTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217 (2A) of the Companies Act, 1956(the Act) and the rules framed there under forms part of this report. However as per the provisions of section 219 (1)(b)(iv) of the Act ,the report and accounts are being sent to the shareholders .excluding the statement of particulars of employees under section 217(2A) of the Act. Any shareholder desirous of obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

A statement furnishing the information as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the valuable co-operation and support extended during the year by the Companys Bankers, various Government Bodies and also from the Business Partners like Customers, Suppliers, Shareholders and other well-wishers.

For and on behalf of the Board of Directors

Thane Nishith Deodhar 11th August, 2010 Managing Director