Report of the Directors
Dear Members,
The Board of Directors hereby submits the Fourteenth Annual Report of
the business and operations of Affordable Robotic & Automation Limited (the Company or
ARAL or ARAPL) along with the audited financial statements, for the financial year ended
on March 31, 2023.
Financial results
The highlights of the financial performance on consolidated and
standalone basis for the year ended March 31, 2023 are as under:
(INR in Lakhs)
Particulars |
Standalone |
Consolidated |
Financial Year 2022-23
(FY23) |
Financial Year 2021-22
(FY22) |
Financial Year
2022-23(FY23) |
Financial Year 2021-22
(FY22) |
Income |
|
|
|
|
Revenue from operations |
11,315.91 |
8,109.75 |
11,378.68 |
8,109.75 |
Other income (net) |
21.33 |
13.53 |
21.70 |
13.53 |
Total income |
11,337.24 |
8,123.28 |
11,400.39 |
8,123.28 |
Expenses |
|
|
|
|
Operating expenditure |
10,598.67 |
7,736.19 |
10,888.02 |
7,736.19 |
Depreciation and
amortization expense |
135.85 |
141.41 |
141.30 |
141.41 |
Total expenses |
10,734.52 |
7,877.60 |
11,029.33 |
7,877.60 |
Profit before extraordinary
items & tax |
602.71 |
245.68 |
371.06 |
245.68 |
Profit before tax (PBT) |
602.71 |
245.68 |
371.06 |
245.68 |
Tax expense |
154.93* |
8.77* |
154.93* |
8.77* |
Profit for the year |
447.79 |
236.92 |
216.13 |
236.92 |
*Including Deferred Tax Charges (Revenue)
Dividend
The Board of Directors does not recommend any dividend for the
financial year.
Reserves
The Board proposes to carry the Net profit after taxation of Rs. 447.79
Lakhs for the financial year 2022-23 [P.Y.: Net profit After Taxation of Rs. 236.92 Lakhs]
for standalone and for consolidated Net profit after taxation of Rs. 216.13 Lakhs for the
financial year 2022-23 [P.Y.:Net profit After Taxation
– Rs. 236.92 Lakhs]
Change of Name
There is no change in the name of the Company during the financial year
under review i.e., 1st
April, 2022 to 31st March, 2023.
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 the year under report.
Company's performance
On a Consolidated basis, the revenue from operations for financial year
2022-23 was at Rs. 11,378.68 Lakhs- as against Rs. 8,109.75 Lakhs for the financial year
2021-22 and the profit for the financial year 2022-23 was Rs. 216.13 Lakhs as against Rs.
236.92 Lakhs for the financial year 2021-22.
On a Standalone basis, the revenue from operations for financial year
2022-23 was at Rs. 11,315.91 Lakh as against Rs 8,109.75 Lakhs for the financial year
2021-22. The profit for the financial year 2022-23 was Rs. 447.79 Lakhs as against Rs.
236.92 Lakh- for the financial year 2021-22.
Brief Description of the Company's working during the year/State
of Company's Affair
Your Company is leading in automation world from more than a decade
serving in Automotive, Non- Automotive, General Industries & also in Government
Sector. ARAL has customer base in India & other parts of Asia and world. ARAL is a
Turnkey Automation Solution provider for all kind of Industrial Automation needs such as
Line Automation, Assembly Line, Conveyor, Robotic Inspection Stations, Pick & Place
Systems, Gantry, Auto Assembly stations, Robotic Welding Cell & Lines, Fixed, Indexing
& Rotary type Welding fixtures, Spot, Mig, Tig Welding Robotic Cell, SPM's for
Welding, Pneumatic, Hydraulic, Hydro-pneumatic SPM's, Jigs, Gauges & Fixtures.
Automatic Car Parking System is also Company's major area of expertise.
Contingencies & Events Occurring after Balance Sheet Date
Contingencies Occurring after Balance Sheet Date
No such Liabilities were noticed which are contingent in nature.
Events Occurring after Balance Sheet Date
After Balance Sheet date the company has incorporated ARAPL RaaS US,
INC, a subsidiary in Delaware, US in the month of May, 2023 for business expansion. Also,
there was change in composition of the Board of Directors. Mr. Shailesh Shreekanth Pandit
(DIN: 00642265) was appointed as an Additional Director (Non-Executive, Independent) by
the Board of Directors of the Company at their Board meeting held on 22nd July 2023,
subject to approval of members in ensuing AGM.
Change in the nature of Business, if any
There is no change in the nature of business during the financial year.
Material Changes and Commitments, if any, affecting the Financial
Position of the Company which have occurred between or at the end of the Financial year of
the Company to which the Financial Statements relate and the date of the report
All Material Changes and Commitments, affecting the Financial Position
of the Company which have occurred between or at the end of the financial year of the
Company to which the Financial Statements relate and the date of the report are mentioned
under applicable heads under this report or the Corporate Governance Report as the case
may be.
Auditors
The company at its Annual General Meeting held on 29th September, 2022,
had appointed M/s. Vijay Moondra & Co, Chartered Accountants, Ahmedabad (FRN 112308W),
as the Auditors of the Company for the next five consecutive financial years.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013,
every listed company and company belonging to class of companies as prescribed is required
to annex with its Board's Report,a Secretarial Audit Report given by a Company
Secretary in Whole time Practice.
The Board of Directors has appointed Riddhita Agrawal, Practicing
CompanySecretaries, Mumbai as the Secretarial Auditors of the Company.
Internal Audit
The Company appoint M/s. MGAM & Co. as Internal Auditor of the
company as required under section 138 of the Companies Act, 2013.
Auditor's Qualifications
The statutory auditors of the company have not made any qualification,
reservation or adverse remark or disclaimer in their report. The observation made in the
Auditors' Report read together with relevant notes thereon are self-explanatory and hence,
do not call for any further comments under Section 134 of the Companies Act, 2013.
Number of meetings of the Board
Eleven meetings of the Board were held during the year.
Directors and key managerial personnel
Mr. Rahul Padole (DIN 07891092), Director liable to retires by rotation
and being eligible, offered himself 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 meets the
criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"). The Board has proposed their re-appointed as an Independent
Director for the second term of five years, subject to approval of members in the ensuing
Annual General Meeting. Mr. Shailesh Pandit who was appointed as an Additional Independent
Director is regularized in this Annual General Meeting for the period of five years.
During the year, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Companyas on March 31, 2023 are:
Mr. Milind Manohar Padole, Managing Director, Mr. Manohar Pandurang
Padole, Whole time Director, Mr. Rahul Milind Padole, Director, Mrs. Bhagirathi Manohar
Padole, Director, Mr. Bharat Kishore Jhamvar, Independent Director, Mr. Ajay Vishnu
Deshmukh, Independent Director, Mr.Rohan Vijay Akolkar, Independent Director, Mr.
Sengunthar Dakshnamurthy Kalidas, Chief Financial Officer and Mrs. Ruchika Shinde, Company
Secretary.
During the year, Mr. Abhijeet Shitole ceased to be a Key Managerial
Personnel of the Company and Mrs. Ruchika Shinde (Nikumbh) was appointed in his place.
Particulars of Employees:
The Company had no such employees covered who is receipt of
remuneration of Rs. 8.50 Lakhs per month or Rs.1.02 Crore per annum as covered under
Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, during the period under review and hence, the same is
not required to be attached to this report.
Remuneration Policy:
The remuneration paid to the employees are as per the remuneration
policy made by the company.
Declaration of Independence by Independent Directors
The Board confirms that all Independent Directors of your Company have
given a declaration to the Board that they meet the criteria of independence as prescribed
under Section 149 of the Act.
Separate meetings of the Independent Directors have been held during
the Financial Year 2022-23in which the Independent Directors have transacted the following
business:
Reviewed the performance of the Management of the Company
Discussed the quality, quantity and timeliness of the flow of
information between the Directors and the Management of the Company
Discussed the strategic matters of the Company.
Performance Evaluation of the Board, its Committees and Directors
The Company conducted the annual performance evaluation of the Board,
its various Committees and the Directors individually. The performance of the Board was
evaluated by the Board after seeking inputs from all the directors and senior management
on the basis of criteria such as the board composition and structure, effectiveness of
board processes, information and functioning, etc. Board is being involved and briefed on
all important issues. Very high levels of engagement were observed and the opinions of
each other were respected.
Audit Committee
The details pertaining to the composition, terms of reference and other
details of the Audit Committee of the Board of Directors of your Company and the meetings
thereof held during 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 of its Charter were accepted by the Board of Directors of the Company
from time to time during the year under Report.
Employees' remuneration
There were no employees during the year drawing remuneration in excess
of limits specified under Rule 5 (2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Employee stock option plans
The Company has not issued any stock options to its employees during
the year 01.04.2021 to 31.03.2022 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 2022-23 on the basis of the performanceof the employees in the current
financial year i.e., 2021-22.
Hence, during the Financial Year 2022-23, the Nomination Remuneration
and compensation committee has recommended the name of the eligible employees for grant of
options under "ESOP 2021" /" PLAN". In terms of the recommendation by
the Nomination Remuneration and compensation committee, the Board decided to grant stock
options to select employees under the existing Affordable Robotic & Automation Limited
Stock Option Plan 2021' ("ESOP 2021"/"PLAN"). 10714 (Ten Thousand
Seven Hundred and Fourteen) options be and are hereby granted to the persons as detailed
in the list. For the same, intimation was given to BSE Limited on April 22, 2022 pursuant
to Regulation 30 of SEBI(LODR) Regulations, 2015
Particulars required as per Section 134 of the Companies Act, 2013
As per Section 134 of the Act, your Company has provided the
Consolidated Financial Statements as on March 31, 2023. Your Directors believe that the
consolidated financial statements present a more comprehensive picture as compared to
standalone financial statements. These documents will also be available for inspection
during the business hours at the Registered Office of your Company and the respective
subsidiary companies. A statement showing financial highlights of the subsidiary companies
is enclosed to the consolidated financial statements.
Consolidated financial statements
Consolidated financial statements of your Company and its Subsidiary as
at March 31, 2023 are prepared in accordance with applicable provisions of Companies Act
2013 and the Rules made thereunder, and form part of this Annual Report.
Share Capital
At present, the Authorised Share Capital of your company as on the date
of this report is Rs. 12,00,00,000/- (Twelve Crores Only) consisting of 1,20,00,000 Equity
Shares of Rs. 10/- (Ten) each. The Issued, Subscribed, called up and paid-up Share Capital
of your Company is Rs. 10,17,96,000/- (Ten Crores Seventeen Lakhs Ninety-Six Thousand
Only) consisting of 1,01,79,600 Equity Shares of Rs. 10/-(Ten) each fully paid up. Company
is listed with BSE SME platform through its Initial Public Offer (IPO) in June 2018. All
shares of the Company are in dematerialized form.
Subsidiary Companies, Associate Companies and Joint Ventures
The Company has 4 subsidiary Companies as on March 31, 2023. There are
no associate companies or joint venture companies within the meaning of Section 2(6) of
the Companies Act, 2013 ("Act").
ARAPL RaaS Private Limited is a subsidiary company of Affordable
Robotic Automation Limited, holding 81.20% of Stake. The Company was incorporated on 17th
October 2021 for carrying on business of godown / warehouse automation.
The Company has also formed ARAPL North America LLC, but any investment
is not done till date. "ARAPL North America LLC" is incorporated in United
States of America (USA) in the previous year, but due to pandemic Covid-19 "ARAPL
North America LLC" did not start its functioning, once the favorable situation
available, it will start its function.
ARAPL Intelligent Equipment Shanghai Co. Ltd (China) subsidiary is
under legal procedure for its closure.
Masterji.AI Private Limited is a subsidiary company of Affordable
Robotic Automation Limited, holding 67% of Stake. The Company was incorporated on 30th
December 2020 for carrying on business of formal and informal education to train students
in both India and abroad for various educational programs through e- learnings. To Enhance
education by developing Products using latest technology tools using different mediums
including internet, satellite, television, mobile, tablets, Holograms, AGV and AI etc.
ARAPL RaaS International LLC is step subsidiary of Affordable Robotic
& Automation Limited as it is direct subsidiary of ARAPL RaaS Private Limited. It was
incorporated North Carolina, United states of America in August 2022. The organization has
yet not started its working.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of
financial statements of the Company's subsidiaries in Form AOC-1
is attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents and separate audited financial statements in respect of subsidiaries, are
available on the website 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 Private Limited |
U80903PN2020PTC197332 |
Subsidiary |
67% |
2(87) |
4 |
ARAPL RaaS Private Limited |
U74999PN2021PTC205251 |
Subsidiary |
81.20% |
2(87) |
5 |
ARAPL RaaS International
LLC (Direct subsidiary of
ARAPL RaaS Private Limited) |
NA |
Step Subsidiary |
81.20% |
2(87) |
Particulars of Loans and Guarantees given and Investments made
Loans, guarantees and investments covered under Section 186 of the Act
form part of the notes to the financial statements provided in this Annual Report.
Related Party Transactions
The Policy to determine materiality of related party transactions and
dealing with related party transactions as approved by the Board of Directors.
During the year under review, your Company had not entered into any
material transaction with any party who is related to it as per the Act. There were
certain transactions entered into by your Company with its foreign subsidiaries and other
parties who are related within the meaning of Indian Accounting Standard (Ind AS) 24. The
Board of Directors confirms that none of the transactions with any of related parties were
in conflict with your Company's interest.
All related party transactions are entered into on an arm's length
basis, are in the ordinary 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) of the 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.
Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy to deal
with instance of fraud and mismanagement, if any. A vigil (Whistle Blower) mechanism
provides a channel to the employees and Directors to report to the Management, concerns
about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct
or Policy. The mechanism provides for adequate safeguards against victimization of
employees and Directors to avail of the mechanism and also provide for direct access to
the Managing Director / Chairman of the Audit Committee in exceptional cases.
Corporate Governance
A separate section on Corporate Governance with a detailed compliance
report as stipulated under the Listing Regulations and any other applicable law for the
time being in force forms an integral part of this Report.
Compliance Certificate from the Practicing Company Secretary regarding
compliance of conditions of Corporate Governance as stipulated in the Listing Regulations
(as applicable to BSE SME platform listed Companies) forms part of this Annual Report.
Management Discussion and Analysis
Report on Management Discussion and Analysis as stipulated under the
Listing Regulations and any other applicable law for the time being in force based on
audited, consolidated financial statements for the Financial Year 2022-23 forms part of
this Annual Report.
Business Responsibility Report
Report on Business Responsibility as stipulated under the Listing
Regulations and any other applicable law for the time being in force describing the
initiatives taken by the Management from an environmental, social and governance
perspective.
Conservation of energy, Technology absorption and Foreign Exchange
Transactions:
Conservation of energy
Energy conservation continues to receive priority attention at all
levels. All efforts are made to conserve and optimize use of energy with continuous
monitoring, improvement in maintenance and distribution systems and through improved
operational techniques.
Technology absorption
The Company continues to adopt and use the latest technologies to
improve the productivity and quality of its products and services.
Foreign Exchange Transactions
Transactions denominated in foreign currency are recorded at the
exchange rate prevailing at the date of transaction. Exchange differences arising on the
foreign exchange transaction settled during the period are recognized in the Profit and
Loss Account. Monetary items outstanding on date of Balance sheet have been accounted at
exchange rate as on that date and difference has been charged to Profit and Loss account.
Foreign exchange earnings and outgo
(INR)
Particulars |
2022-23 |
Earnings |
81.88 Lakhs |
Outgo |
31.70 Lakhs |
Corporate Social Responsibility (CSR)
According to Section 135 of the Companies Act, 2013, CSR is not
applicable to the company for the year 2022-23.
Human Resources
Your Company treats its "human resources" as one of its most
important assets. Your Company continuously invest in attraction, retention and
development of talent on an ongoing basis. Your Company thrust is on the promotion of
talent internally through job rotation and job enlargement.
Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF).
Listing with Stock Exchanges
The company has listed its share with BSE Limited, under (Small &
Medium Enterprises) SME platform of BSE Limited, in the month of June 2018 by way of
Initial Public Offer (IPO). Further, during the year under review, the Company has passed
a Resolution for the "Migration of Equity Shares of the Company from SME Platform of
BSE to Main Board of BSE as well as Main Board of NSE".
Disclosure relating to equity shares with differential rights:
The Company has not issued any equity shares with differential rights
during the year under review and hence no information as per provisions of Rule 4(4) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Disclosure relating to sweat equity shares:
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
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 no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures)
Rules, 2014 has been furnished.
Fraud Reporting
During the year under review no instances of fraud were reported by the
Statutory Auditors of the Company.
Adequacy of Internal Financial Controls
The Board is responsible for establishing and maintaining adequate
internal financial control as per Section 134 of the Act.
The Board has laid down policies and processes in respect of internal
financial controls and such internal financial controls were adequate and were operating
effectively. The internal financial controls covered the policies and procedures adopted
by your Company for ensuring orderly and efficient conduct of business including adherence
to your Company's policies, safeguarding of the assets of your Company, prevention
and detection of fraud and errors, accuracy and completeness of accounting records and
timely preparation of reliable financial information.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, confirm that:
In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
They have 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 of the Company for that period;
They have 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;
They have prepared the annual accounts on a going concern basis;
They have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating effectively;
They have devised proper systems to ensure compliance with the
provisions of all applicable Laws and that such systems are adequate and operating
effectively.
Extract of Annual Return
Pursuant to the provisions of the Section 92(3) of the Act read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of
Annual Return of your Company for the Financial Year ended on March 31, 2023 is provided
as Form No. MGT-9 to the Directors' Report.
Risk management
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the meetings of the Board of Directors of the
Company.
The Company's internal control systems are commensurate with the
nature of its business and the size and complexity of its operations. These are routinely
tested and certified by the Statutory Auditors of the Company. Significant audit
observations and follow up actions thereon are reported to the Board. The Board of
Directors reviews adequacy and effectiveness of the Company's internal
control environment and monitors the implementation of audit
recommendations.
Cost Audit
During the year under review, your company does not fall within the
ambit of the provisions 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.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Your Company has an Anti-Sexual Harassment Policy in place which is in
line with requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
All employees (permanent, contractual, temporary and trainees) are
covered under this policy.
During the year under report, your Company did not receive any case of
sexual harassment and hence as on March 31, 2023, there were no pending cases of sexual
harassment in your Company.
Details of significant and material orders passed by the regulators or
courts or tribunals 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 going concern status and company's operations in future.
Acknowledgements
The Directors thank the Company's employees, customers, vendors,
investors and others for their continuous support. The Directors also thank the Government
of India, Governments of various states in India, Governments of various countries and
concerned Government departments and agencies for their co-operation. The Directors
appreciate and value the contribution made by every member of the ARAL family.
On behalf of the Board of Directors of Affordable Robotic &
Automation Limited
Sd/- Sd/-
Milind Padole Manohar Padole Managing Director Whole time Director DIN:
02140324 DIN: 02738236
Date: August 28, 2023 Place: Pune
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