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AIA Engineering Ltd.

BSE: 532683 Sector: Engineering
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OPEN 1392.60
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P/E 32.64
Mkt Cap.(Rs cr) 13,391
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Sell Price 0.00
Sell Qty 0.00
OPEN 1392.60
CLOSE 1400.05
52-Week high 1641.00
52-Week low 1150.00
P/E 32.64
Mkt Cap.(Rs cr) 13,391
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

AIA Engineering Ltd. (AIAENG) - Director Report

Company director report


The Members

AIA Engineering Limited


Your Directors take pleasure in submitting the 26th Annual Report and the AuditedAnnual Accounts of the Company for the year ended 31st March 2016.


(Rs. in lacs)
Standalone Consolidated
Particulars Year ended 31st March 2016 Year ended 31st March 2015 Year ended 31st March 2016 Year ended 31st March 2015
Revenue from operations & Other Income 216734.11 223135.20 215752.60 226685.28
Profit before Finance Cost Depreciation & Amortization and Tax 83172.01 64625.69 67048.85 66802.42
Finance Cost 446.82 339.88 487.27 393.55
Depreciation & Amortization 6567.66 6761.45 6698.50 6974.68
Profit Before Tax 76157.53 57524.36 59863.08 59434.19
(i) Provision for Taxation (Current) 16562.72 15540.04 16624.15 15795.75
(ii) Provision for Taxation (Deferred) 828.11 527.13 826.05 545.14
Total Tax (i+ii) 17390.83 16067.17 17450.20 16340.89
Profit After Tax 58766.70 41457.19 42412.88 43093.30
Minority Interest - - (9.29) (0.63)
Profit After Tax (After Minority Interest) 58766.70 41457.19 42422.17 43093.93
Surplus Brought Forward from Previous Year 115895.58 87664.19 151306.86 121453.30
Balance available for appropriations 174662.28 129121.38 193719.74 164546.60
Transferred to General Reserve - 4146.00 - 4146.00
Interim /Final Dividend on Equity Shares 16977.67 7545.63 16977.67 7558.39
Reversal of Corporate Tax on Dividend for Previous Year 220.51 - 220.51 -
Tax on Dividend on Equity Shares 3023.35 1534.17 3023.35 1536.77
Balance Carried to Balance Sheet 154881.77 115895.58 173940.36 151306.86

During the year under review the Revenue from operations of the Company is Rs.185038.58 Lacs as compared to Rs. 209402.79 Lacs in the previous Financial Year. ExportsTurnover registered in the same period was Rs. 124383.72 Lacs as against the turnover ofRs. 145529.91 Lacs in the previous Financial Year. Standalone Operating Results:

During the year under review Company has earned a Profit Before Tax (PBT) of Rs.76157.53 Lacs and Profit After Tax (PAT) of Rs. 58766.70 Lacs as compared to PBT of Rs.57524.36 Lacs and PAT of Rs. 41457.19 Lacs respectively in the previous Financial year.

Consolidated Operating Results:

During the year under review on a Consolidated basis your Company (together with itsSubsidiaries) has earned Revenue from Operations of Rs. 209839.14 Lacs as comparedto Rs. 218363.69 Lacs in the previous Financial Year. Correspondingly the ConsolidatedProfit After Tax (PAT) registered during the year under review is Rs. 42422.17 Lacs(After Minority Interest) as compared to PAT (After Minority Interest) of Rs. 43093.93Lacs in the previous Financial Year.


During the Financial Year 2015-16 the Company has declared and paid on 28th March2016 an Interim Dividend of Rs. 8/- (400%) and Special (additional interim) Dividend ofRs. 10/- (500%) to commemorate the Silver Jubilee year of the Company aggregating to Rs.18 per share on 94320370 Equity Share of the face value of Rs. 2/- each amounting to Rs.16977.67 Lacs for the Financial Year 2015-16. Having declared Interim dividends yourBoard has not recommended a Final dividend for the Financial Year 2015-16.


The paid up Equity Share Capital of the Company as on 31st March 2016 is Rs. 1886.41Lacs. During the year under review the Company has neither issued shares withdifferential voting rights nor granted stock option or sweat equity.


Cash and cash equivalents as at 31st March 2016 were Rs. 88765.65 Lacs. TheCompany continues to focus on judicious management of its Working Capital ReceivablesInventories all other Working Capital parameters were kept under strict check throughcontinuous monitoring.

Capital Expenditure Outlay:

During the year under review the Company has incurred an expense of Rs. 22424.43 Lacs(including Rs. 3780.03 Lacs of Capital work-in-progress) on Capital Expenditure.


During the year under review the Company has neither accepted nor renewed anydeposits within the meaning of Sectiion 73 of the Companies Act 2013.

Particulars of Loans Guarantees or Investments:

During the year under review Company has not provided any loan but it has provided aguarantee covered under the provisions of Section 186 of Companies Act 2013. The detailsof the Guarantees provided and Investment made by the Company are given in the notes tothe Financial Statements.

Internal Control and Audit:

The Company has a proper and adequate system of Internal Control commensurate with itssize and the nature of its operations to ensure that all assets are safeguarded andprotected against loss from un-authorized use or disposition and those transactions areauthorized recorded and reported correctly.

The Board of Directors at the recommendations of the Audit Committee appointed M/s.Shah & Shah Associates Chartered Accountants as Internal Auditors of the Company forthe Financial Year 2016-17.

Internal Auditors monitor and evaluate the efficacy and adequacy of Internal ControlSystem in the Company its compliance with operating systems accounting procedurespolicies at all locations of the Company. Significant audit observations and correctiveactions thereon are presented to the Audit Committee of the Board.

Related Party Transactions:

All the Related Party Transactions entered into during the financial year are on anArm’s Length basis and in the Ordinary Course of Business. There are no materiallysignificant Related Party Transactions made by the Company with Promoters Directors KeyManagerial Personnel (KMP) which may have a potential conflict with the interest of theCompany at large.

All Related Party Transactions are placed before the Audit Committee and the Board fortheir Approval. Prior omnibus approval of the Audit Committee is obtained on yearly basisfor the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are placed before the AuditCommittee and the Board of Directors for their approval on quarterly basis. The details ofRelated Party Transactions entered by the Company are disclosed in Form AOC-2 as perAnnexure "A".

The Policy on Related Party Transactions as approved by the Board of Directors isuploaded on the website of the Company viz

Credit Rating:

CRISIL has reaffirmed both the Long Term and Short Term rating of the Company as CRISILAA/Stable and CRISIL A+ respectively.

Dun & Bradstreet Information India Private Limited (D & B) has evaluated theCompany during January 2016 and assigned a Dun Bradstreet Rating of 5A1 which indicatesthat overall status of the Company is "Strong".


The Company gives utmost importance to its Human Resources and believes that employeeinvolvement is crucial to sustaining growth. Our Human Resource policy thereforepromotes employee engagement at all levels. Organization structure design role profilesand goal setting exercise are periodically reviewed and strengthened to inculcate aperformance oriented culture in the organization and afford adequate growth opportunitieswithin the organization. Behavioral training programmes and motivational seminars areregularly organized to keep employees motivated and involved. The employees are alsoencouraged to participate in sporting events inside and outside the Company to foster teamspirit. As a result of all these initiatives we are able to sustain and strengthenemployee’s bond with the Company which has resulted in very low attrition rates formany years.


There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2016. Further it ishereby confirmed that there has been no change in the nature of business of the Company.


Future growth prospects of the Company will rely on making further inroads in miningindustry worldwide.

The growth prospects are primarily emanating out of the large annual replacement marketin this industry primarily in four major metal ore types viz. Iron Platinum Gold andCopper. The company is now focusing on certain strategic drivers in the Mining Segmentover and above the cost reduction due to much lower wear rates owing to High Chrome viz.improved process efficiencies reduction in the cost of other consumables (other thanhigh-chrome grinding media) significantly reduced environment hazards and consequentiallyimproved environmental benefits etc. for providing comprehensive solution to the miningindustry. This has helped your company in creating a unique positioning which augurs wellfor the consistent and steady growth in this industry over medium to long term. Relianceon multiple ores means that declining fortunes of one commodity will not significantlyimpact your Company’s growth prospects. During last few years we have steadilyincreased our presence in the major mining groups across the globe with a stronger focuson major mining centers like North America Latin America Australia Africa and the FarEast Asia etc. The Company has fairly aggressive growth plans so as to capitalize uponthe available opportunity in the mining segment and the vision is to emerge as the leadingglobal solution provider in this segment. While the current focus of the Company in miningsegment is outside India your Company also has a major share of the domestic miningdemand and shall be able to capture incremental demand as and when the same arises.

In as much as the cement segment is concerned the near term prospects continue toremain flat although in India it seems that the average capacity utilization levels ofcement companies have started to go up. It is also expected that with the governmenttaking lot of initiatives on the infrastructure segment more particularly the roadconstruction and port infrastructure it might provide much needed stimulus to the overallconstruction and industrial segments and it is hoped that from the current fiscal yearonwards the positive impact of this stimulus should start coming in. As and whenIndia’s cement production will go up your company will be an immediate beneficiary interms of incremental production going to service the additional requirement. On the globalfront while most of the key markets like North America Latin America Western andEastern Europe Africa etc. continue to remain sluggish there are certain specificmarkets in Asia Africa and South America which continue to add capacity or haveincreased capacity utilization. In China the Company currently maintains a limitedpresence by marketing specific products. On the whole in near term your companycontinues to believe that the overall production and sales will remain flat in thissegment.

In the Utility sector (thermal power plants) which is more prominent in the domesticmarket your Company continues to enjoy a niche position. The Company will strive tomaintain a steady growth rate in this particular segment matching with the rate at whichthe sector grows.


The Company’s effective capacity reached 340000 Metric Tonnes after successfulcommission of Kerala GIDC brownfield expansion project during the year 2015-16. We are ontrack for the purpose of implementing second phase of capital expenditure plan at GIDCKerala involving augmentation of the total capacity by further 100000 MT which isexpected to be commissioned by October 2017 which will take the total installed capacityto 440000 MT. The incremental Capex required to be incurred for the second phase isestimated around Rs. 350 crores (from April 2016) and the same will be funded entirelyfrom internal cash accruals.


In accordance with the Accounting Standard AS-21 on Consolidated Financial Statementsas provided under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") theaudited Consolidated Financial Statements are provided in the Annual Report which showthe financial resources assets liabilities income profits and other details of theCompany and its subsidiaries as a single entity as per Annexure "B".

The Company will make available the Annual Accounts of the Subsidiary Companies and therelated detailed information to any member of the Company who may be interested inobtaining the same. The annual accounts of the Subsidiary Companies will also be kept openfor inspection at the Registered Office of the Company and that of the respectiveSubsidiary Companies. The Consolidated Financial Statements presented by the Companyinclude financial results of its Subsidiary Companies.

The Annual Accounts of the Subsidiary Companies and the related detailed informationwill be made available to the members of the Company seeking such information at any pointof time.


The Company has taken adequate insurance coverage of all its assets and Inventoriesagainst various types of risks viz. fire floods earthquake cyclone etc.


The Company continues to maintain harmonious industrial relation. We periodicallyreview our HR policies and procedures to aid and improve the living standards of ouremployees and to keep them motivated and involved with the larger interests of theorganization. The Company has systems and procedures in place to hear and resolveemployee’s grievances in a timely manner and provides avenues to its employees fortheir all-round development on professional and personal levels. All these measures aidemployee satisfaction and involvement resulting in good Industrial Relations.


In line with the Company’s commitment to good Corporate Governance Practices yourCompany has complied with all the mandatory provisions of Corporate Governance asprescribed in Regulations 17 to 27 of the SEBI Listing Regulations.

A separate report on Corporate Governance and Practicing Company Secretary’sCertificate thereon is included as a part of the Annual Report.


MDA covering details of Operations International Markets Research and DevelopmentOpportunities and Threats etc. for the year under review is given as a separate statementwhich forms part of this Annual Report.


In compliance with the provisions of Regulation 21 of SEBI Listing Regulations theBoard of Directors has constituted a Risk Management Committee. The details of Committeeand its terms of reference are set out in the Corporate Governance Report forming part ofthe Board’s Report.

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. Corporate Risk Evaluation and Management is an ongoing process withinthe Organization. The Company has a well-defined Risk Management framework to identifymonitor and minimizing/mitigating risks.

The Risk Management framework has been developed and approved by the senior managementin accordance with the business strategy.

The key elements of the framework include:

• Risk Structure;

• Risk Portfolio;

• Risk Measuring & Monitoring and

• Risk Optimizing.

The implementation of the framework is supported through criteria for Risk assessmentRisk forms & MIS.

The objectives and scope of Risk Management Committee broadly comprises of:

• Oversight of risk management performed by the executive management;

• Reviewing the Corporate Risk Management Policy and framework within the locallegal requirements and SEBI Listing Regulations;

• Reviewing risks and evaluate treatment including initiating mitigation actionsand ownerships as per a predefined cycle;

• Defining framework for identification assessment monitoring mitigation andreporting of risks.


(a) Vigil Mechanism / Whistle Blower Policy:

The Company has adopted a Vigil Mechanism/Whistle Blower Policy through which theCompany encourages employees bring to the attention of senior management including Auditand Risk Management Committee any unethical behavior and improper practice and wrongfulconduct taking place in the Company. The brief details of such vigil mechanism forms partof the Corporate Governance Report.

(b) Policy on Protection of Women against Sexual Harassment at Workplace:

In line with the Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013 and Rules made thereunder the Company has adopted a policy for thesame. The brief details of the said policy and complaints received if any forms part ofthe Corporate Governance Report.

(c) Code of Conduct to Regulate Monitor and Report Trading by Insiders:

In pursuance to the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") the Company adopted the Code ofConduct to regulate monitor and report trading by the Employees insider and connectedperson(s) in order to protect the Investor’s Interest. The details of the said Codeof Conduct forms part of the Corporate Governance Report.


(a) Board of Directors:

The Board of Directors of the Company is led by the Independent – Non ExecutiveChairman and comprises eight other Directors as on 31st March 2016 including oneManaging Director one Whole-Time Director three Independent Directors and threeNon-Executive Directors(other than Independent Directors).

All the Independent Directors of the Company have furnished declarations that they meetthe criteria of Independence as prescribed under the Companies Act 2013 and SEBI ListingRegulations.

Dr. S. Srikumar (DIN-01025579) Non-Independent Non-Executive Director and Mr. YashwantM. Patel (DIN -02103312) Whole-Time Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offered themselves for re-appointment.

The Term of Mr. Bhadresh K. Shah (DIN-00058177) as Managing Director will come to anend on 30th September 2016. The Board therefore recommends his reappointment asManaging Director for a further period of 5(Five) Years w.e.f. 1st October 2016.

The Nomination and Remuneration Committee recommended to the Board for there-appointment of Mr. Bhadresh K. Shah as Managing Director and the Board hasre-appointed him as the Managing Director subject to the approval of members of theCompany at the ensuing 26th Annual General Meeting.

As required under SEBI Listing Regulations amended from time to time the informationon the particulars of the Directors proposed for appointment/re-appointment have beengiven in the Notice of the Annual General Meeting.

(b) Meetings:

During the year under review Five Board Meetings and Four Audit Committee meetingswere convened and held. The details of composition Audit Committee is as under:- Mr.Rajendra S. Shah Chairman Mr. Sanjay Shailesh Majmudar Member Mr. Bhadresh K. ShahMember Mr. Rajan Ramkrishna Harivallabhdas Member All recommendations made by the AuditCommittee during the year were accepted by the Board.

The details of Composition of other Committees and dates of the meetings are given inthe Corporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013 and SEBI Listing Regulations.

(c) Committees of the Board of Directors:

In compliance with the requirement of applicable laws and as part of the bestgovernance practice the Company has following Committees of the Board as on 31st March2016

(i) Audit Committee

(ii) Stakeholders’ Relationship Committee

(iii) Nomination and Remuneration Committee

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee

The details with respect to the aforesaid Committees forms part of the CorporateGovernance Report.

(d) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations theBoard has carried out an Annual Performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.

(e) Whole-Time Key Managerial Personnel:

There is no change in whole-time Key Managerial Personnel during the year under review.

(f) Familiarization Program for Independent Director:

The Independent Directors have been updated with their roles rights andresponsibilities in the Company by specifying them in their appointment letter alongwithnecessary documents reports and internal policies to enable them to familiarize with theCompany’s procedures and practices. The Company has through presentations at regularintervals familiarized and updated the Independent Directors with the strategyoperations and functions of the Company and Engineering Industry as a whole. Site visitsto various plant locations are organized for the Directors to enable them to understandthe operations of the Company. The details of such familiarization programmes forIndependent Directors are posted on the website of the Company and can be accessed at familiarizationprogramme.pdf

(g) Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management Personneland their remuneration. The Remuneration Policy is stated in the Corporate GovernanceReport which is a part of the Board’s Report.

(h) Directors’ Responsibility Statement:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofClause (c) of Sub-Section (3) of Section 134 of the Companies Act 2013 which statesthat—

(a) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the Annual Accounts on a going concern basis;

(e) the Directors have laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.


Statutory Auditors:

Since the Company’s Auditors M/s. Talati & Talati Chartered AccountantsAhmedabad (who holds office of Auditors for more than 10 years at the time of commencementof the Companies Act 2013) has already been appointed as Statutory Auditors of theCompany for two years they can be appointed as Statutory Auditors of the Company to holdthe office for another one year from the ensuing Annual General Meeting of the Company.They will hold office for one year from the conclusion of the ensuing Annual GeneralMeeting till the conclusion of the 27th Annual General Meeting. The Audit Committee andthe Board of Directors recommend their re-appointment as Statutory Auditors of yourCompany.

The Company has received a letter to the effect that their re-appointment ifmade would be within the prescribed limit under Section 139 (1) of the Companies Act2013 and that they are not disqualified for re-appointment within the meaning of Section141 of the said Act and rules framed thereunder.

As required under SEBI Listing Regulations the Auditors have also confirmed that theyhold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

The Board has duly reviewed the Statutory Auditors‘ Report for the financial yearended 31st March 2016. There were no qualifications / observations in the Report.

Cost Auditors:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost accounting records maintained by theCompany are required to be audited by Cost Accountant. On the recommendations of the AuditCommittee the Board of Directors of the Company have appointed M/s. Kiran J. Mehta &Co. Cost Accountants Ahmedabad as the Cost Auditors of the Company to audit the costaccounting records of the Company for the financial year 2015-16.

The Cost Auditors has filed the cost audit report for the financial year ended 31stMarch 2015 within the stipulated time frame.

The Board of Directors on the recommendation of the Audit Committee has appointed M/sKiran J. Mehta & Co. Cost Accountants Ahmedabad as the Cost Auditors of the Companyto audit the cost accounting records of the Company for the financial year 2016-17. Asrequired under the Companies Act

2013 the remuneration payable to the Cost Auditors is required to be placed before themembers of the Company for their ratification at the ensuing Annual General Meeting.Accordingly a resolution seeking members’ ratification of the remuneration payableto M/s. Kiran J. Mehta & Co. Cost Accountants Ahmedabad is included in the Noticeconvening the 26th Annual General Meeting.

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 Tushar Vora & Associates Company Secretaries FCS-3459 CP No. 1745)Ahmedabad to conduct a Secretarial Audit of the Company’s secretarial and relatedrecords for the year ended 31st March 2016.

The Report on the Secretarial Audit for the year ended 31st March 2016 is annexedherewith as Annexure "C" to this Board’s Report. There were noqualification/observations in the report.


The additional information regarding conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134 (3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith tothis report.


The Consolidated Financial Statements of the Company prepared in accordance withrelevant Accounting Standards (AS) viz. AS-21 AS-23 and AS-27 issued by the Institute ofChartered Accountants of India form part of this Annual Report.


The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure "D".


As per the provisions of Section 135 of the Companies Act 2013 and rules madethereunder the amount required to be spent on CSR activities during the year underreview is Rs. 824.01 Lacs and the Company has spent Rs. 495.76 Lacs during the financialyear ended 31st March 2016. The shortfall in the spending during the year under report isintended to be utilized in a phased manner in future upon identification of suitableprojects within the Company’s CSR Policy. The requisite details of CSR activitiespursuant to Section 135 of the Companies Act 2013 and as per Annexure attached to theCompanies (Corporate Social Responsibility Policy) Rules 2014 are annexed as Annexure‘E’.

The composition and other details of the CSR Committee are included in the CorporateGovernance Report which form part of Board’s Report.


The information required pursuant to Section 197 of Companies Act 2013 read with Rule5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are annexed as Annexure ‘F’.


The Company is committed to health and safety of its employees contractors andvisitors. We are compliant with all EHS Regulations stipulated under the Water (Preventionand Control of Pollution) Act The Air (Prevention and Control of Pollution) Act TheEnvironment Protection Act The Factories Act and Rules made thereunder. Our mandate is togo beyond compliance standards and we have made a considerable improvement in thisdirection.


Your Directors would like to express their appreciation for the assistance andco-operation received from the Company’s customers vendors bankers auditorsinvestors and Government bodies during the year under review. Your Directors place onrecord their appreciation of the contributions made by employees at all levels. YourCompany’s consistent growth was made possible by their hard work solidarityco-operation and support.

For and on behalf of the Board
Rajendra S. Shah
Place : Ahmedabad Chairman
Date : 25th May 2016 (DIN-00061922)