TO THE MEMBERS
The Directors have pleasure in presenting the Twenty Third Annual Report of the Companytogether with its Audited Statement of Profit and Loss for the year ended March 31 2017and the Balance Sheet as on that date:
FINANCIAL RESULTS *
| || ||(Rs. in Lacs) |
|Particulars ||Standalone |
|Financial Year ||2016-17 ||2015-16 |
| ||Audited ||Audited |
|Total Revenue ||29842.95 ||27884.15 |
|Profit before Depreciation Finance Costs and Tax ||2651.04 ||2126.84 |
|Less: Depreciation ||572.91 ||521.41 |
|Less: Finance Costs ||662.78 ||631.88 |
|Profit before Tax ||1415.35 ||973.55 |
|Less: Provision for Tax || || |
|(a) Current Tax ||423.00 ||267.00 |
|(b) Deferred Tax (Assets)/ Liability ||91.94 ||26.80 |
|(c) Short Provision for Tax for earlier years ||7.51 ||6.98 |
|Profit after Tax ||892.90 ||672.77 |
|Add: Balance brought forward from the previous year ||3874.37 ||2103.35 |
|Add: Transferred pursuant to Scheme of Merger ||- ||1197.77 |
|Amount available for Appropriation ||4767.27 ||3973.89 |
|Appropriations || || |
|Proposed Dividend ||152.38 ||82.69 |
|Tax on Dividend ||31.02 ||16.83 |
|Balance carried to Balance Sheet ||4583.87 ||3874.37 |
(*The above mentioned Financial Results for Financial Year 2016-17 and Financial Year2015-16 have been computed in accordance with terms and conditions as stipulated in theScheme of Amalgamation of Agarwal Petrochem Private Limited with Agarwal IndustrialCorporation Limited approved by the Hon'ble High Court of Judicature at Bombay underSections 391- 394 of the Companies Act 1956 as amended and the corresponding provisionsof the Companies Act 2013 and the same are comparable ).
RESULTS OF OPERATIONS
The total Revenue of the Company for the Financial Year ended March 31 2017 was Rs.29842.95 Lacs as compared to previous year's total revenue of Rs. 27884.15 Lacs thusregistering an increase of 7.02% over the previous year. Further Profit before Tax andProfit after Tax were Rs. 1415.35 Lacs and Rs. 892.90 Lacs respectively during the yearunder review as against Rs. 973.55 Lacs and Rs. 672.77 Lacs in the corresponding previousyear thus indicating increase by 45.38% & 32.71 % respectively.
STATE OF AFFAIRS & BUSINESS OVERVIEW
AMALGAMATION OF AGARWAL PETROCHEM PRIVATE LIMITED A GROUP COMPANY WITH AGARWALINDUSTRIAL CORPORATION LIMITED UNDER SECTION 391- 394 OF THE COMPANIES ACT 1956 AND THECORRESPONDING PROVISIONS OF THE COMPANIES ACT 2013 Your Directors are pleased to reportthat during the Financial Year 2016-17 Agarwal Petrochem Private Limited (APPL) a groupcompany was amalgamated with your Company viz Agarwal Industrial Corporation Limited(AICL) pursuant to the Order dated October 20 2016 passed by the Hon'ble High Court ofJudicature at Bombay under Sections 391- 394 of the Companies Act 1956 as amended and thecorresponding provisions of the Companies Act 2013 which inter alia enclosed the Schemeof Amalgamation of APPL and AICL. The approved Scheme became effective w.e.f. October 292016 the date on which the said
Scheme was filed with the Registrar of Companies Mumbai.
For detailed Order of the Hon'ble High Court and to understand rationale of the mergerof APPL with AICL please refer to website of the Company: www.aicltd.in.
KAKINADA PORT HYDERABAD
During the year under Report your Company started operating bulk bitumen storagefacility at Kakinada Hyderabad to handle and market bitumen imports and to primarilycater to southern Indian markets having huge potential for growth and development.
HALDIA PORT WEST BENGAL
During the year under Report your Company started operating bulk bitumen storagefacility at Haldia in the state of West Bengal to handle and market bitumen imports and toprimarily cater to north eastern markets having enormous growth potential to enhancemarket share of the Company in that region.
DIGHI PORT MAHARASHTRA
Your Directors feel pleasure to inform that your Company successfully commissioned bulkbitumen storage facility at Dighi Port in the Dist. Raigad Maharashtra during May 2017to handle and market bitumen imports. This facility is expected to expand Company'soperations in the Western Region and support other market locations to ultimately enhancetop and bottom line of the Company. For more details please refer to the Chapter onManagement Discussion and Analysis for industry and business scenario.
Your Directors have recommended a dividend of Rs. 1.50 per equity share of the facevalue of Rs. 10/- each for the financial year ended March 31 2017. The dividend payout issubject to approval of the members at the ensuing Annual General Meeting.
During the year under review the Authorized Share Capital of the Company was increasedfrom Rs. 7 crores (Rupees Seven Crores only) to Rs. 8 crores (Rupees Eight Crores only) asapproved by the members in the previous annual general meeting and from Rs. 8 crores(Rupees Eight Crores only) to Rs. 13 crores (Rupees Thirteen Crores only) comprising of13000000 equity shares of Rs. 10/- each pursuant to the Scheme of Amalgamation approvedby Hon'ble Court of Judicature at Bombay which included authorized share capital of Rs. 1crore (Rupees One Crore only) of the merged entity Agarwal Petrochem Private Limited.
ISSUANCE OF FULLY CONVERTIBLE WARRANTS AND CONVERSION INTO EQUITY SHARES UNDER THEPREFERENTIAL ISSUE
During the year under review the Company allotted 1500000 warrants fully convertibleinto equity shares of Rs. 10/- each of the Company at an exercise price of Rs. 140 perwarrant (including premium) aggregating upto Rs. 210000000/- (Rupees Twenty One CroresOnly) any time within 18 months from the date of allotment of the warrants to personsother than promoters and promoters group of the Company on preferential basis inaccordance with Chapter VII of SEBI (ICDR) Regulations 2009 and the relevant provisionsof the Companies Act 2013 and Rules made thereunder after obtaining necessary approvalsfrom all concerned regulatory bodies. The above warrants have been converted into equityshares in two tranches: Ist Tranche: Out of 1500000 warrants 800000 warrants wereconverted into equal number of fully paid-up equity shares of Rs. 10/- each of theCompany at a premium of Rs. 130/- aggregating up to Rs. 112000000 (Rupees ElevenCrores Twenty lacs only) to persons other than promoter and promoter group of theCompany. 2nd Tranche: the remaining 700000 warrants were converted into equal number offully paid-up equity shares of Rs. 10/- each of the Company at a premium of Rs. 130/-aggregating up to Rs. 98000000 (Rupees Nine Crores Eighty lacs only) to persons otherthan promoter and promoter group of the Company.
|Listing of Equity Shares issued under Ist Tranche: ||ON BSE: March 03 2017 |
| ||ON NSE : March 09 2017 |
|Listing of Equity Shares issued under 2nd Tranche: ||ON BSE: April 12 2017 |
| ||ON NSE: April 12 2017 |
ISSUANCE OF FULLY PAID-UP EQUITY SHARES PURSUANT TO CONVERSION OF FULLY CONVERTIBLEWARRANTS
During the year under review the Company converted 660000 fully convertible warrantsissued earlier at as exercise price of
Rs. 111.50 per warrant into 660000 fully paid-up equity shares of Rs. 10/- each ofthe Company at a premium of Rs. 101.50 /- aggregating up to Rs. 73590000/- (RupeesSeven Crore Thirty Five Lacs Ninety Thousand Only) to persons belonging to the promoterand promoter group of the Company on preferential basis which were allotted during theprevious financial year in accordance with Chapter VII of SEBI (ICDR) Regulations 2009and the relevant provisions of the Companies Act 2013 and Rules made thereunder afterobtaining necessary approvals from the concerned regulatory bodies.
|Listing of above Equity Shares: ||ON BSE: December 29 2016 |
| ||ON NSE: December 30 2016 |
ISUANCE OF FULLY CONVERTIBLE WARRANTS UNDER THE PREFERENTIAL ISSUE
During the year under review your Company has also issued 500000 warrants fullyconvertible into equity shares of Rs. 10/- each of the Company at an exercise price ofRs. 345 per warrant (including premium) aggregating upto Rs. 172500000/- (RupeesSeventeen Crores and Twenty Five Lacs only) any time within 18 months from the date ofallotment of the warrants to persons other than promoters and promoters group of theCompany on preferential basis in accordance with Chapter VII of SEBI (ICDR)Regulations 2009 and the relevant provisions of the Companies Act 2013 and Rules madethereunder after obtaining necessary approvals from all concerned regulatory bodies.
ISSUANCE OF FULLY PAID-UP EQUITY SHARES OF AGARWAL INDUSTRIAL CORPORATION LIMITED(TRANSFEREE COMPANY) TO THE SHAREHOLDERS OF AGARWAL PETROCHEM PRIVATE LIMITED (TRANSFERORCOMPANY) UNDER THE SCHEME APPROVED BY THE HON'BLE HIGH COURT OF JUDICATURE AT BOMBAYPURSUANT TO SECTION 391- 394 OF THE COMPANIES ACT 1956 AND THE CORRESPONDING PROVISIONSOF THE COMPANIES ACT 2013
During the year under review 2485847 Equity Shares of Rs. 10/- each of your Companywere allotted to equity shareholders of Agarwal Petrochem Private Limited (merged company)in accordance with terms and conditions of the Scheme approved by the Hon'ble High Courtof Judicature at Bombay. These equity shares were listed on BSE and NSE on January 232017.
AMOUNT TO BE CARRIED TO RESERVES
The Company has transferred Rs. 709.50 Lacs to the reserves for the F.Y. March 31 2017after appropriating Rs. 152.38 Lacs towards proposed dividend for the F.Y. ended March 312017 and Rs. 31.02 Lacs towards dividend tax.
As at March 31 2017 the Capital Expenditure during the year under review amounted toRs. 1850.99 Lacs Including Work in Progress (WIP) amounted to Rs. 797.93 Lacs.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act 2013 ("The Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements the audited consolidatedfinancial statements have been provided in this Annual Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Bituminex Cochin Pvt Ltd (BCPL) is the Wholly Owned Subsidiary (W.O.S) of yourCompany.
The Consolidated Financial Statements of the Company and its Wholly Owned Subsidiaryprepared in accordance with the relevant Accounting Standards of the Institute ofChartered Accountants of India duly audited by the Statutory Auditors form a part of theAnnual Report and are reflected in the Consolidated Accounts.
Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's Subsidiary in Form AOC-1 is attachedto the financial statements of the Company.
Pursuant to the provisions of Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiary are available on the website of the Company:www.aicltd.in.
There are no joint ventures or associate companies as defined under the Companies Act2013 and Rules made thereunder as amended.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of the Report except the LBTdemand raised on the merged Company APPL by the Panvel Municipal Corporation for theperiod Jan-Jun 2017 against which a Writ Petition has been filed in the Bombay High Court.Further the actual financial impact of such demand are not known due to differentaccounting periods and other reasons.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls commensurate with thesize scale and nature of its operations. The Internal Auditor monitors and evaluates theefficacy and adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a mechanism for theDirectors and employees to report genuine concerns about any unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct. The provisions of thispolicy are in line with the provisions of Section 177 (9) of the Act and as per Regulation22(1) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. TheWhistle Blower Policy can be accessed on the Company's website - www.aicltd.in.
The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013 read with the rules made thereunder and Regulation 18 of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015. The detailsrelating to the same are given in Report on Corporate Governance forming part of thisBoard Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013 ("THE ACT")
Particulars of loans given investments made and securities provided are mentioned inthe financial statement under Note 12 13 15 and 18 of the said statement. Your Companyhas not provided any guarantee or given security in connection with loan to any other bodycorporate or person.
The Company has constituted a Risk Management Committee details of which are set outin the Corporate Governance Report. The Company has adopted a Risk Management Policypursuant to the provisions of Section 134 of the Act which has a Risk Managementframework to identify and evaluate business risks and opportunities. This framework seeksto create transparency minimize adverse impact on business objective and enhance theCompany's competitive advantage. The risk framework defines the risk management approachacross the enterprise at various levels including documentation and reporting.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In terms of Section 149 of the Act and pursuant to the Regulation 17 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 the Board of the Company hasoptimum combination of Executive Non-Executive and Independent Directors. The Board alsocomprises of an Independent Woman Director. For details please refer to CorporateGovernance Report attached hereinafter. In terms of Section 203 of the Act the followingwere designated as KMP of your Company by the Board:
|Mr. Jaiprakash Agarwal ||Managing Director |
|Mr. Lalit Agarwal ||Whole Time Director |
|Mr. Ramchandra Agarwal ||Whole Time Director |
|Mr. Vipin Agarwal ||Chief Financial Officer |
|Mr. Rakesh Bhalla ||Vice President Legal & Company Secretary |
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as stipulated under Section 149(7) of theCompanies Act 2013 and as per Regulation 17 SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.
During the year under review 14 (Fourteen) Board Meetings were held and theintervening gap between the meetings did not exceed the period prescribed under the Actthe details of which are given in the Corporate Governance Report.
The Company has adopted the Governance guidelines which inter alia cover aspectsrelated to composition and role of the
Board Directors Board diversity definition of independence and mandates of BoardCommittees. It also covers aspects relating to nomination appointment induction anddevelopment of Directors Directors remuneration Code of Conduct and Board EffectivenessReview.
A. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirement as prescribed by Securities Exchange Board of India(SEBI) under Regulation 17(10) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from theDirectors on the basis of the criteria such as the Board Composition and structureseffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The Board and the Nomination and Remuneration Committee (NRC)reviewed the performance of the individual Directors on the basis of the criteria such asthe contribution of the individual Director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the board as a whole was evaluated taking into account theviews of the Executive Directors and Non-Executive Directors. The same was discussed inthe Board meeting that followed the meeting of the Independent Directors at which theperformance of the Board its committees and individual Directors was also discussed.
B. Appointment of Directors and Criteria for determining qualifications positiveattributes independence of a
The NRC is responsible for developing competency requirements for the Board based onthe industry and strategy of the Company. The NRC reviews and meets potential candidatesprior to recommending their nomination to the Board. At the time of appointment specificrequirements for the position including expert knowledge expected is communicated to theappointee.
The NRC has formulated the criteria for determining qualifications positive attributesand independence of Directors in terms of provisions of Section 178 (3) of the Act andRegulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
Independence: A Director will be considered as an Independent Director' if he/she meets with the criteria for Independence' as laid down in the Act and Regulation16(1)(b) SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. Competency:A transparent Board nomination process is in place that encourages diversity ofthought experience knowledge perspective age and gender. It is ensured that the Boardhas a mix of members with different educational qualifications knowledge and withadequate experience in banking and finance accounting and taxation economics legal andregulatory matters.
Additional Positive Attributes:
The Directors should not have any other pecuniary relationship with the Company itssubsidiaries associates or joint ventures and the Company's promoters except as providedunder law.
The Directors should maintain an arm's length relationship between themselves and theemployees of the Company as also with the Directors and employees of its subsidiariesassociates joint ventures promoters and stakeholders for whom the relationship withthese entities is material.
The Directors should not be the subject of proved allegations of illegal or unethicalbehavior in their Private or professional lives.
The Directors should have the ability to devote sufficient time to the affairs of theCompany.
C. Remuneration Policy
The Company had adopted a Remuneration Policy subject to review from time to time forthe Directors KMP and other employees pursuant to the provisions of the Act andRegulation 19(4) read with Part B of Schedule II of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015. The key principles governing the Company'sRemuneration Policy are as follows:
Remuneration for Independent Directors and Non-Independent Non-Executive Directors
Independent Directors (ID) and Non-Independent Non-Executive Directors (NINED) may bepaid sitting fees for attending the meetings of the Board and of Committees of which theymay be members.
Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the Company taking into considerationthe challenges faced by the Company and its future growth imperatives.
Remuneration paid should be reflective of the size of the Company complexity of thesector/ industry/ Company's operations and the Company's capacity to pay the remunerationand be consistent with recognized best practices.
The remuneration payable to Directors shall be inclusive of any remuneration payablefor services rendered in any other capacity unless the services rendered are of aprofessional nature and the NRC is of the opinion that the
Director possesses requisite qualification for the practice of the profession.
Remuneration for Managing Director (MD)/ Executive Directors (ED)/ Key ManagerialPersonnel (KMP)/ rest of the Employees
The extent of overall remuneration should be sufficient to attract and retain talentedand qualified individuals suitable for every role. Hence remuneration should be marketcompetitive driven by the role played by the individual reflective of the size of theCompany complexity of the sector/ industry/ Company's operations and the Company'scapacity to pay consistent with recognized best practices and aligned to any regulatoryrequirements.
Basic/ fixed salary is provided to all employees to ensure that there is a steadyincome in line with their skills and experience.
It is affirmed that the remuneration paid to Managing Director Whole Time Directorsand KMP is as per the Remuneration
Policy of the Company. Presently no remuneration or sitting fee of whatsoever kind andnature is paid to any Independent Director.
PROTECTION OF WOMEN AT WORKPLACE
The Company has formulated a policy on Protection of Women's Rights at Workplace'as per the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013. This has been widely disseminated. There were nocases of sexual harassment received by the Company during the F.Y. 2016-17.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review no significant material orders were passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the year underreview.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.
At the ensuing Twenty Third Annual General Meeting of the Company the Members will berequested to ratify the re-appointment of M/s Ladha Singhal & Associates CharteredAccountants Mumbai as the Auditors of the Company to hold office from the conclusion ofthis Annual General Meeting till the conclusion of the next Annual General Meeting at suchremuneration as may be mutually agreed upon between the Board of Directors of the Companyand the Auditors They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Act and they arenot disqualified for re-appointment.
The notes on financial statement referred to in the Auditors' Report are selfexplanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as ANNEXURE - I.
The Board of Directors of your Company has appointed Mr. P. M. Vala Practicing CompanySecretary (Membership No. FCS-
5193 CP No.- 4237) to undertake the Secretarial Audit of the Company for the financialyear 2016-17. The Secretarial Audit Report in Form No. MR-3 for the financial year endedMarch 31 2017 is annexed herewith as ANNEXURE - II. The report does not containany qualifications reservation or adverse remarks.
Pursuant to the provisions of Section 148 and other applicable provisions if any ofthe Companies Act 2013 and the Companies
(Cost Records and Audit) Rules 2014 (including any statutory modification(s) orre-enactments thereof for the time being in force) the Board of Directors of the Companyappointed Mr. Vinayak Kulkarni Cost Accountant (Membership No. 28559) as the CostAuditors to conduct the cost records of the Company for relevant segments for thefinancial year ending March 31
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(M) of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 the information relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo during the financial year ended March31 2017 is given as below :
(A) Conservation of Energy :
As stated in the Director's Report of previous financial year conservation of energyis an ongoing process and in this regard your Company ensures optimal use of energyavoid wastages and attempts to conserve energy as best as possible. However nosignificant investments were made in this regard during the year under review.
(B) Technology Absorption:
Your Company continues to adopt technology absorption techniques which are effectiveand have been successfully carried out for many years now. Nevertheless in its endeavorto improve constantly your Company ensures regular monitoring and reviewing of theexisting technology and always attempts if the same can be modified upgraded or improvedupon for increased and better operations. However no specific research and developmentactivities were carried out during the year under review.
(C) Foreign Exchange Earnings and Outgo:
| ||(Rs. in Lacs) |
|Particulars ||F.Y. 2016-17 |
|Earnings ||NIL |
|Outgo ||6287.37 |
DISCLOSUREPURSUANTTOSECTION197(12)OFTHECOMPANIESACT2013READWITHCOMPANIES(APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES 2016
Disclosure pursuant to the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 is attached herewith as per ANNEXURE-III.
However since there were no employees drawing remuneration in excess of the limit setout in the aforesaid amended rules the particulars of employees required to be furnishedpursuant to Section 197 (12) read with Rule 5 (2) and Rule 5 (3) of the Companies(Appointment and Remuneration of Managerial Personal) Amendment Rules 2016 does not formpart of this annual report.
The Company did not accept any Fixed Deposits from the public and no fixed depositswere outstanding or unclaimed as on March 31 2017.
STATUS OF UNCLAIMED/ UNPAID DIVIDEND AMOUNTS
The status of unclaimed/ unpaid Dividend amounts as on March 31 2017: Rs. 13.62 Lacs
BORROWINGS AND DEBT SERVICING
During the year under review your Company has met all its obligations towardsrepayment of principal and interest on loans availed.
LISTING OF SHARES
The equity shares of your Company have been listed on the BSE Limited and the NationalStock Exchange of India Limited. The listing fees for the year 2017-18 have been dulypaid.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state and confirm that:
(i) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and that there are no material departures from thesame; (ii) the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2017 andof the profits of the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the accounts for the financial year ended March 312017 on a going concern' basis; (v) the Directors have laid down internal financialcontrols to be followed by the Company and that such financial controls are adequate andare operating effectively; (vi) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand are operating effectively.
Your Company ensures maintaining highest standards of corporate governance as percorporate governance requirements formulated by SEBI. The report on Corporate Governanceas per SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 forms anintegral part of the Annual Report. (ANNEXURE IV). The requisite certificatefrom the Auditors of the Company confirming compliance with the conditions of corporategovernance is attached to report on corporate governance.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of SEBI (LODR) Regulations 2015. (ANNEXURE V).
RELATED PARTY TRANSACTIONS
All related party transactions entered during the F. Y. 2016-17 were approved by theBoard of Directors and the Audit Committee and were also consented by the members in theAnnual General Meeting of the Company held on September 22 2016 in accordance withSection 188 of the Companies Act 2013 and Rules made thereunder (as amended) and as perearlier Listing Agreements and subsequently on the basis of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Details of related party transactions enteredduring the F. Y. 2016-17 are placed under ANNEXURE VI as per Form AOC-2attached with this Board Report. The Policy on materiality of related party transactionsmay be accessed on the Company's website- www.aicltd.in
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee comprises of Mr. Jaiprakash AgarwalManaging Director Mr. Lalit Agarwal Whole Time Director and Mr. Jaswant D. Sharma anIndependent Director. Mr. Jaiprakash Agarwal Managing Director is the Chairman of theCommittee.
The details of the various projects and programs which can be undertaken by the Companyas a part of its CSR policy framework is available on its website www.aicltd.in.
The disclosures required to be given under Section 135 of the Companies Act 2013 readwith Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules 2014 aregiven in ANNEXURE- VII forming part of this Board Report.
Your Directors place on record their deep sense of appreciation for the contributionmade by employees towards the success and growth of your Company. Your Directors alsothank all the shareholders investors customers vendors bankers business partnersgovernment and regulatory authorities for their continued co-operation and support.
| ||On behalf of the Board of Directors |
| ||Sd/- |
| ||Jaiprakash Agarwal |
| ||Managing Director |
|Date: August 28 2017 || |
|Place: Mumbai || |
|Registered Office: || |
|Eastern Court Unit No. 201-202 || |
|Plot No. 12 V. N. Purav Marg || |
|S. T. Road Chembur Mumbai 400071. || |
THIS REPORT FORMS PART OF DIRECTORS' REPORT
DISCLOSURE IN DIRECTORS' REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENTRULES 2016
1. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the Financial Year 2016-17 & percentage increase inremuneration of each Director Chief Financial Officer Company Secretary in the FinancialYear 2016-17.
|Sr. No. ||Name of the Director ||Designation ||ratio of the remuneration of each Director to the median remuneration of the employees ||percentage increase in remuneration |
|1 ||Mr. Jaiprakash Agarwal ||Managing Director ||8.71 ||8.33 |
|2 ||Mr. Ramchandra Agarwal ||Whole Time Director ||7.71 ||33.33 |
|3 ||Mr. Lalit Agarwal ||Whole Time Director ||6.75 ||16.67 |
|4 ||Mr. Vipin Agarwal ||Chief Financial Officer ||- ||25.00 |
|5 ||Mr. Rakesh Bhalla ||V. P. Legal & Company Secretary ||- ||11.31 |
2. the median remuneration of employees of the Company in the Financial year 2016-17 isRs. 3.73 lacs
- Percentage increase in the median remuneration of all employees in the Financial Year2016-17 is 38.94%
3. Number of permanent employees on the rolls of the Company as on March 31 2017: 26
4. Average percentile increase already made in salaries of employees other than theManagerial Personnel in the last
Financial Year and its comparison with the percentile increase in the ManagerialRemuneration and justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial Remuneration: Average increase inremuneration for Employees other than Managerial Personnel is 54.26 % and Average increasefor Managerial Personnel Remuneration is 18.12 %.
5. Affirmation that the remuneration is as per the Remuneration Policy of the Company
It is confirmed that the remuneration paid to the Directors Key Managerial Personneland Senior Management is as per the Remuneration Policy of the Company.
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014. Form for Disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act 2013 including certain arms lengthtransaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's lengthbasis.
|Sr. No. ||Particulars ||Details |
| ||Name (s) of the related party & nature of relationship || |
| ||Nature of contracts/arrangements/transaction Duration of the contracts/arrangements/transaction Salient terms of the contracts or arrangements or transaction including the value if any || |
| ||Justification for entering into such contracts or arrangements or transactions' ||As per Annexure-A enclosed * |
| ||Date of approval by the Board Amount paid as advances if any Date on which the special resolution was passed in General meeting as required under first proviso to section 188 || |
* (please refer to annexure A attached herewith)
2. Details of contracts or arrangements or transactions at Arm's length basis.
|Sr. No. ||Particulars ||Details |
| ||Name (s) of the related party & nature of relationship || |
| ||Nature of contracts/arrangements/transaction || |
| ||Duration of the contracts/arrangements/transaction || |
| ||Salient terms of the contracts or arrangements or transaction including the value if any ||As per Annexure-A enclosed * |
| ||Date of approval by the Board || |
| ||Amount paid as advances if any || |
Forming part of Form AOC-2 above RELATED PARTY TRANSACTIONS
Rs. in Lacs
|NAME ||NATURE OF RELATION ||Duration of the contracts/ arrangements/ transaction ||Salient terms of the contracts or arrangements or transaction including the value if any ||F.Y. 2016-17 |
|Shri Jaiprakash Agarwal ||Managing Director ||Three Years w.e.f. 01.04.2016 ||Remuneration ||31.50 |
|Shri Ramchandra Agarwal ||Whole Time Director ||Three Years w.e.f. 01.04.2016 ||Remuneration ||28.80 |
|Shri Lalit Agarwal ||Whole Time Director ||Three Years w.e.f. 01.04.2016 ||Remuneration ||25.20 |
|Shri Lalit Agarwal ||Whole Time Director ||Three Years w.e.f. 01.10.2016 ||Rent ||6.70 |
|Shri Jaiprakash Agarwal ||Managing Director ||Three Years w.e.f. 01.10.2016 ||Rent ||4.45 |
|Shri Rakesh Bhalla ||V.P. Legal & Company Secretary ||Year to Year Basis ||Remuneration ||11.34 |
|Shri Vipin Agarwal ||Chief Financial Officer ||Year to Year Basis ||Remuneration ||12.00 |
|Smt. Pooja Vipin Agarwal ||Relatives of KMP ||Year to Year Basis ||Remuneration ||4.80 |
|Shri. Nilesh Agarwal ||Relatives of KMP ||Year to Year Basis ||Remuneration ||10.80 |
|ANZ Transporters ||Firm in which Directors are Partners ||Year to Year Basis ||Transportation paid ||326.89 |
|ANZ Transporters ||Firm in which Directors are Partners ||Year to Year Basis ||Transportation Recd ||21.16 |
|ANZ Transporters ||Firm in which Directors are Partners ||Year to Year Basis ||Labour charges Recd ||7.08 |
|ANZ Transporters ||Firm in which Directors are Partners ||Year to Year Basis ||Spare Parts & Oil ||7.56 |
|Agarwal Gas Carriers ||Firm in which Directors are Partners ||Year to Year Basis ||Transportation paid ||107.76 |
|Agarwal Gas Carriers ||Firm in which Directors are Partners ||Year to Year Basis ||Transportation Recd ||164.26 |
|Agarwal Gas Carriers ||Firm in which Directors are Partners ||Year to Year Basis ||Labour charges Recd ||15.88 |
|Agarwal Gas Carriers ||Firm in which Directors are Partners ||Year to Year Basis ||Spare Parts & Oil ||23.50 |
|Agarwal Translink P. Ltd ||Company in which Directors are Directors ||Year to Year Basis ||Transportation paid ||315.25 |
|Agarwal Translink P. Ltd ||Company in which Directors are Directors ||Year to Year Basis ||Transportation Recd ||349.14 |
|Agarwal Translink P. Ltd ||Company in which Directors are Directors ||Year to Year Basis ||Labour charges Recd ||3.67 |
|Agarwal Translink P. Ltd ||Company in which Directors are Directors ||Year to Year Basis ||Spare Parts & Oil ||4.54 |
|Agarwal Translink P. Ltd ||Company in which Directors are Directors ||Year to Year Basis ||HSD/OIL ||283.11 |
|Bituminex Cochin Pvt Ltd ||100% Subsidiary ||No fixed duration ||Loan Given & Outstanding ||121 |