Your Directors have pleasure in presenting the 38th Annual Report and theAudited accounts for the financial year ended 31st March 2018. Financialhighlights are as follows:
|1. FINANCIAL RESULTS: || ||(Rs in Lakhs) |
|PARTICULARS ||31.3.2018 ||31.3.2017 |
|Revenue From Operations ||20776.55 ||18376.48 |
|Profit before Depreciation Interest & Exceptional Items ||1252.39 ||1121.71 |
|Less: Interest ||873.05 ||850.61 |
|Profit before Depreciation & Exceptional Items ||379.34 ||271.10 |
|Less: Depreciation ||261.90 ||283.08 |
|Profit before Exceptional Items ||117.44 ||(11.98) |
|Exceptional Items ||- ||- |
|Profit before tax ||117.44 ||(11.98) |
|Less: Tax Expenses ||36.61 ||2.71 |
|Profit after tax for the year ||80.83 ||(14.69) |
Your Directors are pleased to recommend payment of a Final Dividend of 2% e.i. Rs 0.10per equity share (Face value of Rs 5 each) for the financial year 2017-18. The dividend ifapproved and declared in the forthcoming Annual General meeting would result a Dividendoutflow of Rs 42.65 Lacs and dividend Distribution Tax of Rs 8.68 Lacs aggregating a totaloutflow of Rs 51.33 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 26718 Metric Tonsand 162447 Metric Tons respectively.
5. SHARES a. The Company has not bought back any of its securities duringthe year under review. b. The Company has not issued any Sweat Equity Shares during theyear under review. c. The Company has not issued any Bonus Shares during the year underreview.
**The Board of Directors and members of the Company in their meeting held on 10thMarch 2018 and 12th April 2018 respectively have approved sub division of Equity Sharesof the Company having a face value of Rs 10/-each fully paid up into 2 (Two) Equity Sharesof Rs 5/- (Rupees Five only) each fully paid up and the Board further approved issue ofbonus share in the proportion of 1 (One) Equity Share for every 1 (One) fully paid- upequity shares held by the Members on record date and bonus shares allotted on 25.04.2018.
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 forre-appointment.
**During the year Shri Darvinder Ambardar Whole time Director has resigned w.e.f 12thAugust 2017 and Shri Kuldeep Kaw has been appointed as a Director of the Company w.e.f.30th May 2017.
** Shri Kirit Kumar Gunvantrai Dave (DIN 00282707) Independent Director of the Companyhas resigned from directorship w.e.f. 24th April 2018.
8. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had Eight (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.
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 SOCIAL
The provisions of Section 135 of the Companies Act 2013 related to Corporate SocialResponsibility are not applicable to the Company.
15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no any material changes 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 through this non-production period the Company continues to ensure proper andadequate systems 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 K. N. Gutgutia & Co. Chartered Accountants (Firm Registration Number 304153E)Kolkata have been appointed as statutory auditors of the company at the Annual GeneralMeeting held on 29.09.2017 for a period of five years'.
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
Mr. Brijendra Kumar Somani performs the duties of internal auditor of the company andtheir 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 2018 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 have beenfollowed with no material departures; b) they have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit of the Company for the same period; c) they havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) they haveprepared the annual accounts on a going concern basis; e) they have laid down internalfinancial controls in the Company that are adequate and are 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"Annexure B".
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 THE
COMPANIES ACT 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.
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:
|S. No. ||Name ||Designation ||Remuneration paid F. Y. 2016-17 (Rs Lacs) ||Remuneration paid F. Y. 2017-18 ||Increase in Remuneration from previous year |
| || || || ||(Rs Lacs) ||(Rs Lacs) |
|1. ||Mr. Sanjay Kumar Kanoria ||Managing Director ||47.04 ||47.04 ||- |
|2. ||Mrs. Priyadarshinee Kanoria ||Whole- Time Director ||28.00 ||28.00 ||- |
|3. ||Mr. Darvinder Ambardar** ||Whole- Time Director ||12.72 ||4.92 || |
|4. ||Mr. Kuldeep Kaw** ||Whole- Time Director ||- ||4.09 ||- |
|5. ||Mr. S. B. Vijay ||CFO ||22.11 ||25.30 ||3.19 |
|6. ||Mr. Lokesh Mundra ||Company Secretary ||4.29 ||4.72 ||0.43 |
**During the year Shri Darvinder Ambardar Whole time Director has resigned w.e.f 12thAugust 2017 and Shri Kuldeep Kaw has been appointed as a director of the Company w.e.f.30th May 2017.
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
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 aseconomic conditions changes in government regulations tax regime other statues marketforces and other associated and incidental factors may however lead to variation in actualresults.
|For and on behalf of the Board of Directors |
|Sd/- ||Sd/- |
|Munna Lal Goyal ||Sanjay Kumar Kanoria |
|Director ||Managing Director |
|DIN: 01427276 ||DIN: 00067203 |
Place : New Delhi
Date : 29th May 2018