Your Directors have pleasure to present the 40th Annual Report on the business andoperations of your Company along with the Financial Statements for the year ended 31stMarch 2020.
FINANCIAL RESULTS AND STATE OF AFFAIRS:
|PARTICULARS ||31.3.2020 ||31.3.2019 |
|Revenue From Operations ||24858.20 ||25525.96 |
|Other Income ||20.73 ||509.39 |
|Total Income ||24878.93 ||26035.35 |
|Profit before Depreciation Interest & Exceptional Items ||1584.39 ||2092.15 |
|Less: Finance cost ||863.68 ||852.93 |
|Profit before Depreciation & Exceptional Items ||720.71 ||1239.21 |
|Less: Depreciation ||305.45 ||274.65 |
|Profit before Exceptional Items ||415.26 ||964.57 |
|Exceptional Items ||- ||- |
|Profit before tax ||415.26 ||964.57 |
|Less: Tax Expenses ||47.78 ||121.59 |
|Profit after tax for the year ||367.48 ||842.98 |
TRANSFER TO GENERAL RESERVES
A sum of Rs NIL has been appropriated to General Reserves out of total comprehensiveincome of Rs 369.50 Lakhs for the year under review.
In March 2020 the WHO declared the COVID-19 outbreak as a pandemic which continues tospread across the country and the globe. On 25th March 2020 the Government of India hasdeclared this pandemic a health emergency and ordered the lockdown throughout the country.During the period of lockdown operations of the Company has been substantially reduced.The Company after relaxation of the lockdown as per the guidelines issued by theGovernment commenced its operations. Management believes that it has taken into accountall the possible impacts of known events arising from COVID-19 pandemic and the resultantlockdowns in the preparation of the financial results including but not limited to itsassessment of Company's liquidity and going concern recoverable values of its propertyplant and equipment intangible assets intangible assets under development tradereceivables inventory and other assets. The impact of the global health pandemic may bedifferent from that estimated as at the date of approval of these financial results.Considering the continuing uncertainties the Company will continue to closely monitor anymaterial changes to future economic conditions and consequential impact on its financialresults.
Your Directors are pleased to recommend payment of a final Dividend of 2% i. e. Rs 0.10per equity share on the fully paid- up Equity Shares of Rs 5/- each for the financial year2019-20 subject to approval of shareholders at the ensuing Annual General Meeting.
The dividend if approved and declared in the forthcoming Annual General meeting wouldresult a Dividend outflow of Rs 42.65 Lacs and dividend Distribution Tax of Rs 8.68 Lacsaggregating a total outflow of Rs 51.33 Lacs.
RAISING OF FUNDS THROUGH PREFERENTIAL ISSUE
During the year under consideration the Company has not raised funds throughpreferential issue.
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.
During the year under review production of AC Pipes and AC Sheets was 41637 Metric Tonsand 159718 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 Bonus Shares during the year under review.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
THE BOARD OF DIRECTORS
Smt. Priyadarshini Kanoria (DIN: 00114513) Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible offer herself forre-appointment. Details of the Director seeking re-appointment are provided in theCorporate Governance Report forming part of this report. The Board recommends herre-appointment for consideration of members of the Company at the ensuing Annual GeneralMeeting.
During the year Shri Pradeep Sahani and Shri Arun Kumar Shishoo have been appointed asdirectors on 07.08.2019. Shri Arun Kumar Shishoo has resigned from directorship on30.09.2019.
Shri Sanjay Kumar Kanoria (DIN 00067203) Managing Director of the Company has resignedfrom directorship w.e.f. 14th November 2019.
No other changes have been taken place in composition of Board of Directors and KeyManagerial Personnel of the Company during the year under review.
All Independent Directors of the Company have confirmed that they are complying withthe requirement of Section 149(6) of the Companies Act 2013 and applicable provisions ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had Six (6) 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. The maximumtime interval between two Board meetings did not exceed 120 days as prescribed underCompanies Act 2013.
COMMITTEES OF THE BOARD
As on 31st March 2020 the Board have four committees: the audit committee thenomination and remuneration committee the corporate social responsibility committee andthe stakeholder's relationship committee. A detailed note on the composition of the Boardand its committees is provided in the corporate governance report.
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.
NOMINATION REMUNERATION & EVALUATION POLICY
In pursuant to provisions of Section 178 of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Board of Directors haveapproved Nomination Remuneration & Evaluation Policy for appointment remuneration& evaluation of the Directors Key Management Personnel & Senior ManagementPersonnel. The details of the Nomination and Remuneration committee NominationRemuneration & Evaluation Policy and Annual Evaluation carried out by the Directorsare given in the Corporate Governance Report.
M/s K. N. Gutgutia & Co. Chartered Accountants (Firm Registration Number 304153E)Kolkata were appointed Statutory Auditors for five years at the 37th Annual GeneralMeeting held on 29th September 2017. Accordingly they shall continue to be StatutoryAuditors for the year 2020-21.
The audit report on the financial statements for the financial year ended on 31stMarch 2020 issued by M/s K. N. Gutgutia & Co. Chartered Accountants do not containany qualifications reservations or adverse remarks. The Audit report is enclosed with thefinancial statements in this annual report and hence do not require any furtherclarification.
The Board of Directors has re-appointed M/s Anil Somani & Associates CompanySecretaries (M. No. 36055) being eligible to conduct Secretarial Audit for the FinancialYear 2020-21 under the provisions of Section 204 of the Companies Act 2013.
The Board of Directors has appointed M/s Anil Somani & Associates CompanySecretaries (M. No. 36055) to conduct Secretarial Audit for the 2019-20 under theprovisions of Section 204 of the Companies Act 2013. The Report of Secretarial Auditorsis enclosed herewith as Annexure I'. The report does not contain any qualificationreservation or adverse remark.
Pursuant to Section 138 of the Companies Act 2013 your Directors have appointed Mr.Brijendra Kumar Somani as an internal auditor of the company for the Financial Year2020-21 and their report is reviewed by the audit committee from time to time.
Pursuant to Section 148 of the Companies Act 2013 your Directors have appointed M/sVivek Laddha & Associates Cost Accountants being eligible to conduct Cost Audit ofthe Company for the Financial Year 2020-21.
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 Rs Report provides a more detailed review of the operating performance.
DIRECTORS Rs 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;
The Company is committed to maintain the high standards of Corporate Governance. YourDirectors adhere to the requirements set out in Companies Act 2013 and the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 and have implemented all theprescribed requirements. In pursuant to regulation 34(3) of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Reports on Corporate Governance andManagement Discussions
& Analysis have been incorporated in the Annual Report and forms an integral partof the Board Report.
A Certificate from the Auditors confirming compliance with the conditions of corporateGovernance is also annexed.
The Company complies with all applicable mandatory secretarial standards issued by theInstitute of Company Secretaries of India.
LISTING ON STOCK EXCHANGE
The company's shares are listed on BSE Ltd.
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.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuance of Section 177 (9) of the Companies Act 2013 and the regulation 22 of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the Companyhas in place a Vigil Mechanism/ Whistle Blower Policy for Directors and employees toreport genuine concern. More details pertaining to the same are given in the CorporateGovernance Report.
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.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary/ Associate or Joint venture company.
The Company has not accepted or renewed any fixed deposits during the year under reviewand no fixed deposit is outstanding for payment at the year ended 31st March 2020.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
Your Company is committed to make a positive contribution to communities where itoperates. Pursuant to Section 135 of the Companies Act 2013 the Company constituted CSRcommittee and formulated CSR Policy as guiding principle for undertaking CSR activities.The Company's vision on CSR is that the Company being a responsible Corporate Citizenwould continue to make a serious endeavor for improvment in quality of life and bettermentof society through its CSR related initiatives.
During the current year the Company has incurred expenditure of Rs 2.49 Lacs on CSRactivities against obligation of Rs 4.55 Lacs. Accordingly during the year there isshortfall of Rs 2.06 Lacs on CSR expenditure. The disclosures of CSR activities pursuantto Section 134(3) of the Companies Act 2013 read with Rule 9 of Companies (CorporateSocial Responsibility) Rules 2014 is annexed hereto and form part of this report asAnnexure - II.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A Statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with Section 134(3)(m) read with the Rule 8 (3)of the Companies (Accounts) Rules 2014 is enclosed as Annexure - III and forms integralpart of this Report.
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 AnnexureIV and is attached to this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm's length basis and in theordinary course of business. The Company has complied with all the applicable provisionsof the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015in this regard. There is no materially significant related party transaction withPromoters Directors or Key Management Personnel which may have potential conflict withthe interest of the Company at large
The particulars of Contracts or Arrangements made with related parties made pursuant toSection 188 are furnished in Annexure- V and are attached to this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
The Company has complied with the provisions of Section 186 of the Companies Act 2013in respect of making loans guarantees or investments as applicable.
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.
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.
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 through this non-production period the Company continues to ensure proper andadequate systems and procedures commensurate with its size and nature of its business.
HUMAN RESOURCE DEVELOPMENT
Industrial relations continued to be cordial during the period under review. YourCompany firmly believes that a dedicated work force constitutes the primary source ofsustainable competitive advantage. Accordingly human resource development receivedfocused attention. The Company has in house skill training centre and imparts on the jobtraining to its manpower on continuous basis. Your Directors wish to place on record theirappreciation for the dedicated services rendered by the work force during the year underreview.
STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT2013 READ WITH RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
Particulars of employees and analysis of remuneration as required under Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are enclosed as Annexure - VI
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
b) Employed for part of the year Nil
DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND 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.
Directors wish to express their grateful appreciation for assistance and co-operationreceived from various Departments of Central & State Governments and Banks during theyear under review. Your Directors also wish to place on record their appreciation for thecommitted services of all the associates and vendors of the Company.
| || |
For and on behalf of the Board of Directors
| ||Sd/- ||Sd/- |
|Place: New Delhi ||Munna Lal Goyal ||Kuldeep Kaw |
|Date :21st August 2020 ||Director ||Director |
| ||DIN:01427276 ||DIN:07882203 |