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Aplab Ltd.

BSE: 517096 | NSE: APLAB | Series: NA | ISIN: INE273A01015 | SECTOR: Telecommunications - Equipment

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Aplab is not traded on NSE in the last 30 days

Annual Report

For Year :
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Auditor's Report

We have audited the attached Balance Sheet of Aplab Limited as on March 31, 2012, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date all of which we have signed under reference to this report. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We report as follows:- 1. As required by the Companies (Auditor's Report) Order, 2003 and as amended by Companies (Auditor's Report) (Amednment) Order, 2004 (together the Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. We invite reference to the accumulated losses of the

wholly owned subsidiary, Intel Instruments & Systems Ltd. (Intel), impacting the realisability of the Company's Investment Rs. 225 lacs (P.Y. Rs.225 lacs), Debtors Rs. 338.56 lacs (P.Y. Rs. 326.39 lacs) and Loans & Advances Rs. 422.62 lacs (P.Y. Rs. 219.72 lacs). This is also a matter referred to in our audit report for the previous year 2010-11.

3. We have obtained all the information and explanations

which to the best of our knowledge and belief were necessary for the purpose of our audit.

4. In our opinion, proper books of accounts as required by

law have been kept by the Company, so far as appears from our examination of these books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

5. The Balance Sheet and Profit and Loss Account and the

Cash Flow Statements dealt with by this report are in agreement with the books of accounts.

6. In our opinion and to the best of our knowledge and

according to the explanations given to us, the Balance Sheet, Profit & Loss Account and the Cash Flow Statement comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable subject to non-compliance with AS-15 which requires accounting for accrued liability towards employment benefits including gratuity. As per the

Company's accounting policy in this regard, gratuity is recognized when contribution is made to the Group

Gratuity Scheme. The year-end amount payable to LIC under this scheme not recognized in the financial statements is Rs 860.44 lacs.

7. On the basis of the written representations received from the Directors as on March 31, 2012 which have been taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.

8. We further report that, without considering our observations at Para 2 above, the effect of which could not be determined, had the observations made by us in Para 6 above been considered while compiling accounts for the year, the profit after tax of Rs.71.62 lacs for the year would have resulted into a loss of Rs 788.82 lacs and balance of Reserves and Surplus would have been Rs1,302.02 lacs as against the reported figure of Rs 2,162.46 lacs. Considering this, in our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit and Loss Account read with the notes thereon give the information required by the Companies Act, 1956 in the manner so required; and do not give a true and fair view:

in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March 2012 in the case of the Profit and Loss Account, of the profit for the year ended on that date in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Annexure referred to in Paragraph 1 of our report of even date on the accounts for the year ended 31st March 2012 of Aplab Limited)

I. (a) The Company has maintained reasonable records showing full particulars including quantitative details and situation of fixed assets.

(b) Physical verification of some items of fixed assets was conducted by the management during the year and we are informed that no material discrepancies were noticed on such verification.

(c) During the year, Company has not disposed of any substantial/major part of fixed assets.

ii. (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

iii. (a) According to the information and explanations given to us, the Company has not granted any loan to parties listed in the Register maintained under Section 301 of the Companies Act, 1956. Consequently, the requirements of Clause (iii) (a) to (iii) (d) are not applicable.

(b) According to the information and explanations given to us, the Company has taken unsecured loans amounting to Rs.961 lacs from its Directors who are listed in the register maintained under section 301 of the Companies Act, 1956.

(c) The rate of interest and other terms and conditions of these loans taken are prima facie not prejudicial to the interest of the Company.

(d) In respect of loans taken repayment of principal and payment of interest are not stipulated.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to the purchase of inventory and fixed assets, and with regard to the sale of goods. On the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control procedures.

v. In respect of transactions entered in the register

maintained in pursuance of Section 301 of the Companies Act, 1956,

(a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of contracts / arrangements that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us the transactions of purchase and sale of goods made in pursuance of such contracts / arrangements with some parties / companies listed in the register maintained under section 301 are for specialized items for which alternative sources of supply are not

readily available; as such comparison of prices could not be made. However, as certified by the management, these transactions are at competitive prices considering the quality and non standard nature of products and terms of payment and other commercial considerations.

vi. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India, the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder with regard to the deposits accepted from the public.

vii. In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business.

viii. We have broadly reviewed the books of account maintained by the Company relating to the manufacture of electronic products and components thereof. We have not made an examination of the cost records required to be maintained under companies (Cost Accounting Records) rules 2011 in respect of their accuracy and completeness as the company is in the process of obtaining the compliance report of the cost accountant.

ix. (a) According to the records of the Company and information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Wealth tax, Service tax, Customs Duty, Excise Duty, cess and other statutory dues with the appropriate authorities during the year, though there is a slight delay in few cases. There are no undisputed statutory dues outstanding as of March 31, 2012 for a period of more than six months since they became payable, except as under:

Name of Nature of Amount Period Due Date Statute dues (Rs. in to which Lacs) amount relate

VAT Tax 0.12 2011-12 15/10/2011

VAT Tax 0.02 2011-12 15/12/2011

VAT Tax 0.15 2011-12 15/02/2012

TOTAL 0.29

x. Subject to our observation in para 8 of the main report,

the Company does not have accumulated losses as at the end of the year. The Company has not incurred cash losses during the current financial year but has incurred cash losses in the immediately preceding financial year.

xi. Based on our audit procedures and on the basis of

information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to banks

xii. According to the information and explanations given to

us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the Company.

xiv. In our opinion and according to information and

explanations given to us the Company is not a dealer or trader of shares, debentures and other investments.

xv. According to the information and explanations given to

us & subject to our observation in para 2 of our main report, the Company has given a guarantee for loans taken by its subsidiary from a bank on terms and conditions, which in our opinion, are prima facie, not prejudicial to the interest of the Company.

xvi. To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purposes for which the loans were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on short term basis have, prima facie, not been used for long term investment and vice versa.

xviii. The Company has not made any preferential allotment to parties and companies covered under register maintained under Section 301 of the Companies Act, 1956, during the year.

xix. The Company has not issued any debentures during the year.

xx. The Company has not raised money by any public issues during the year.

xxi. Based on information and the explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the company noticed or reported during the year.

For M P Chitale & Co. Chartered Accountants

ICAI FRN:101851W

Ashutosh Pednekar Thane, Partner

August 14, 2012 ICAI M. No. 41037