Your Directors have pleasure in presenting the 36th Annual Report and theAudited accounts for the financial year ended 31st March 2016. Financialhighlights are as follows:
1. FINANCIAL RESULTS:
| || ||(Rs. In Lacs) |
| ||31.3.2016 ||31.3.2015 |
|Revenue From Operations ||18875 ||25456 |
|Profit before Depreciation Interest & Exceptional Items ||1269 ||1654 |
|Less: Interest ||867 ||825 |
|Profit before Depreciation & Exceptional Items ||402 ||829 |
|Less: Depreciation ||339 ||346 |
|Profit before Exceptional Items || |
|Exceptional Items || |
|Profit before tax ||41 ||483 |
|Less: Tax Expenses ||38 ||173 |
|Profit after tax for the year ||3 ||310 |
Your Directors are pleased to recommend payment of a Final Dividend of ' 0.50 perequity share for the financial year 2015-16. The dividend if approved and declared in theforthcoming Annual General meeting would result a Dividend outflow of ' 53.31 Lacs anddividend Distribution Tax of ' 10.85 Lacs aggregating a total outflow of ' 64.16 Lacs.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 does not apply as there wasno unpaid dividend which was required to be transferred to Investor Education andProtection Fund.
4. OPERATIONAL HIGHLIGHTS
During the year under review production of AC Pipes and AC Sheets was 27955 Metric Tonsand 128615 Metric Tons respectively.
a. The Company has not bought back any of its securities during the year under review.
b. The Company has not issued any Sweat Equity Shares during the year under review.
c. The Company has not issued any Bonus Shares during the year under review.
6. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
7. THE BOARD OF DIRECTORS
Pursuant to the provision of section 149 of the Act Shri Munna Lal Goyal (DIN01427276) Shri Kirit Kumar Gunvantrai Dave (DIN 00282707) and Shri Ram Krishna (DIN02773366) were appointed as independent director at the annual general meeting held on26.09.2014. They have submitted a declaration that each of them meets the criteria ofindependence as provided in section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as independent director during the year.
In accordance with the provisions of Companies Act 2013 Smt. Priyadarshinee Kanoria(DIN: 00114513)
Director retires by rotation and being eligible offers herself for re-appointment.
During the year Mr. Alok Bhartia director resigned from directorship of the company on31.08.2015. Your Board of Directors place on record their appreciation for valuablecontributions made by Mr. Alok Bhartia in furthering the objectives of your Company.
8. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had Seven (7) Board meetings and One (1) meeting of Independent Directorsduring the financial year under review. For details of the meetings of the board pleaserefer to the corporate governance report which forms part of this report.
9. BOARD EVALUATION
Pursuant to the provisions of companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out annual performanceevaluation of its own performance the directors individually as well the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholder's Relationshipcommittee. The manner in which the evaluation has been carried out has been explained inCorporate Governance Report.
10. REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors and fixing their remunerationand other related matters as provided under Section 178(3) of the Companies Act 2013. TheRemuneration Policy has been uploaded on the website of the company.
11. BUSINESS RISK MANAGEMENT
Your Company has an elaborate Risk Management procedure. The risk management includesidentifying types of risks and its assessment risk handling and monitoring and reporting.Business risk inter-alia further includes financial risk political risk fidelity risklegal risk.
As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a Vigil Mechanism Policy.The Vigil Mechanism Policy has been uploaded on the website of company.
13. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 your Company has formulated a Policy onRelated Party Transactions has been uploaded on the website of the company.
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no any material change and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich financial statements relates and the date of report.
16. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.Even though this non-production period the Company continues to ensure proper and adequatesystems and procedures commensurate with its size and nature of its business.
17. AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report.
18.1 STATUTORY AUDITORS
M/s Agiwal and Associates (Firm Registration No. 000181N) Chartered Accountants havebeen appointed as statutory auditors of the company at the Annual General Meeting held on26.09.2014 for a period of three years' subject to ratification by members at everyconsequent Annual General Meeting. Therefore ratification of appointment of StatutoryAuditors is being sought from the members of the Company at the ensuing AGM.
18.2 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Anil Somani & Associates (CP No.:13379 ACS: 36055) Company Secretaries toundertake the secretarial audit of the company. The Secretarial Audit Report is annexedherewith as 'Annexure A'.
18.3 INTERNAL AUDITORS
M/s Kalani & Co. Chartered Accountants performs the duties of internal auditor ofthe company and their report is reviewed by the audit committee from time to time.
18.4 COST AUDITORS
M/s Mahendra Singh & Co. Cost Accountants performs the duties of cost auditors ofthe company and their report is reviewed by the audit committee from time to time.
19. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary/ Associate or Joint venture company.
The Company has neither accepted nor renewed any deposits during the year under review.
21. CORPORATE GOVERNANCE
Pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 aseparate section titled Report on Corporate Governance has been included in this AnnualReport. Your Directors are pleased to report that as on 31st March 2016 yourCompany is fully compliant with the SEBI Guidelines on Corporate Governance. A Certificatefrom the Auditors confirming compliance with the conditions of corporate Governance isalso annexed.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 annexed tothis Directors' Report provides a more detailed review of the operating performance.
23. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed with no material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the same period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the Company that are adequate andare operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that these are adequate and are operating effectively;
24. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureB".
25. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure"C" and is attached to this Report.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties made pursuant toSection 188 are furnished in Annexure- D and are attached to this report.
27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review.
28. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is as follows:
|Name ||Designation ||Remuneration paid F.Y. 2014-15 (Rs. Lacs) ||Remuneration paid F.Y. 2015-16 (Rs. Lacs) ||Increase in Remuneration from previous year (Rs. Lacs) |
|Mr. Sanjay Kumar Kanoria ||Managing Director ||33.60 ||40.32 ||6.72 |
|Mrs. Priyadarshinee Kanoria ||Whole-Time Director ||9.57 ||28.00 ||18.43 |
|Mr. Darvinder Ambardar ||Whole-Time Director ||12.62 ||12.92 ||0.30 |
|Mr. S. B. Vijay ||CFO ||20.03 ||20.62 ||0.59 |
|Mr. Lokesh Mundra ||Company Secretary ||3.91 ||4.29 ||0.38 |
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are: a) Employed throughout the year Nil a) Employed for part of the year Nil
The directors wish to place on record their appreciation to the employees for theirnotable contributions to the Company and for the Co-operation extended to the managementin maintaining harmonious industrial relations at all the units.
30. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in A Infrastructure Limited. The Company always endeavors tocreate and provide an environment that is free from discrimination and harassmentincluding sexual harassment.
Your Director further state that during the year under review there were no casesfiled pursuant to the Act and rules made thereof.
31. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS
No significant and material orders have been passed by any regulators or courts ortribunals against the Company impacting the going concern status and Company's operationsin future.
Your Directors wish to place on record their gratitude for the valuable guidance andsupport rendered by the Banks Government of Rajasthan and various stakeholders such asshareholders customers and suppliers among others and society at large for their supportand cooperation and continuing commitment and dedication of the employees at all levelswhich has been critical for the Company's success. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company. TheDirectors look forward to their continued support in future.
33. CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations.
Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.
| ||For and on behalf of the Board of Directors || |
| ||Sd/- ||Sd/- |
|Place : New Delhi ||Munna Lal Goyal ||Sanjay Kumar Kanoria |
|Date : 30th May 2016 ||Director ||Managing Director |
| ||DIN : 01427276 ||DIN : 00067203 |