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A Infrastructure Ltd.

BSE: 539620 Sector: Industrials
NSE: N.A. ISIN Code: INE534E01020
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NSE 05:30 | 01 Jan A Infrastructure Ltd
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VOLUME 5
52-Week high 37.34
52-Week low 8.00
P/E 110.53
Mkt Cap.(Rs cr) 90
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.00
CLOSE 21.00
VOLUME 5
52-Week high 37.34
52-Week low 8.00
P/E 110.53
Mkt Cap.(Rs cr) 90
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

A Infrastructure Ltd. (AINFRASTRUCTURE) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 37th Annual Report and the Auditedaccounts for the financial year ended 31st March 2017. Financial highlights are asfollows:

FINANCIAL RESULTS:

Particulars 31.03.2017 31.03.2016
Revenue From Operations 16694 18875
Profit before Depreciation Interest & Exceptional Items 1131 1269
Less: Interest 863 867
Profit before Depreciation & Exceptional Items 268 402
Less: Depreciation 220 339
Profit before Exceptional Items 48 63
Exceptional Items (3) 22
Profit before tax 51 41
Less: Tax Expenses 13 38
Profit after tax for the year 38 3

2. DIVIDEND

Your Directors are pleased to recommend payment of a Final Dividend of ' 0.50 perequity share for the financial year 2016-17. The dividend if approved and declared in theforthcoming Annual General meeting would result a Dividend outflow of ' 53.31 Lacs anddividend Distribution Tax of ' 10.85 Lacs aggregating a total outflow of ' 64.16 Lacs.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 does not apply as there wasno unpaid dividend which was required to be transferred to Investor Education andProtection Fund.

4. OPERATIONAL HIGHLIGHTS

During the year under review production of AC Pipes and AC Sheets was 27004 Metric Tonsand 110621 Metric Tons respectively.

5. SHARES

a. The Company has not bought back any of its securities during the year under review.

b. The Company has not issued any Sweat Equity Shares during the year under review.

c. The Company has not issued any Bonus Shares during the year under review.

6. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

7. THE BOARD OF DIRECTORS

Pursuant to the provision of section 149 of the Act Shri Munna Lal Goyal (DIN01427276) Shri Kirit Kumar Gunvantrai Dave (DIN 00282707) and Shri Ram Krishna (DIN02773366) were appointed as independent director at the annual general meeting held on26.09.2014. They have submitted a declaration that each of them meets the criteria of

independence as provided in section 149(6) of the Act and there has been no change inthe circumstances which may affect their status as independent director during the year.

In accordance with the provisions of Companies Act 2013 Shri Sanjay Kumar Kanoria(DIN: 00067203) Director retires by rotation and being eligible offers himself forre-appointment.

8. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had Eight (8) Board meetings and One (1) meeting of Independent Directorsduring the financial year under review. For details of the meetings of the board pleaserefer to the corporate governance report which forms part of this report.

9. BOARD EVALUATION

Pursuant to the provisions of companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out annual performanceevaluation of its own performance the directors individually as well the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholder's Relationshipcommittee. The manner in which the evaluation has been carried out has been explained inCorporate Governance Report.

10. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors and fixing their remunerationand other related matters as provided under Section 178(3) of the Companies Act 2013. TheRemuneration Policy has been uploaded on the website of the company.

11. BUSINESS RISK MANAGEMENT

Your Company has an elaborate Risk Management procedure. The risk management includesidentifying types of risks and its assessment risk handling and monitoring and reporting.Business risk inter-alia further includes financial risk political risk fidelity risklegal risk.

As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a Vigil Mechanism Policy.The Vigil Mechanism Policy has been uploaded on the website of company.

13. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 your Company has formulated a Policy onRelated Party Transactions has been uploaded on the website of the company.

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The 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 change and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich financial statements relates and the date of report.

16. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.Even 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. AUDITORS

18.1 STATUTORY AUDITORS

M/s Agiwal and Associates (Firm Registration No. 000181N) Chartered Accountants havebeen appointed as statutory auditors of the company at the Annual General Meeting held on26.09.2014 for a period of three years'.

18.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Anil Somani & Associates (CP No.:13379 ACS: 36055) Company Secretaries toundertake the secretarial audit of the company. The Secretarial Audit Report is annexedherewith as 'Annexure A'.

18.3 INTERNAL AUDITORS

M/s Kalani & Co. Chartered Accountants performs the duties of internal auditor ofthe company and their report is reviewed by the audit committee from time to time.

18.4 COST AUDITORS

M/s Mahendra Singh & Co. Cost Accountants performs the duties of cost auditors ofthe company and their report is reviewed by the audit committee from time to time.

19. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary/ Associate or Joint venture company.

20. DEPOSITS

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 2017 your Company isfully compliant with the SEBI Guidelines on Corporate Governance.

A Certificate from the Auditors confirming compliance with the conditions of corporateGovernance is also annexed.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 annexed tothis Directors' Report provides a more detailed review of the operating performance.

23. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed with no material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the same period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate andare operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that these are adequate and are operating effectively;

24. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as"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 THECOMPANIES ACT 2013

The Company has complied with the provisions of Section 186 of the Companies Act 2013in respect of 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:

. Name Designation Remuneration paid F. Y. 2015-16 (Rs. Lacs) Remuneration paid F. Y. 2016-17 (Rs. Lacs) Increase in Remuneration from previous year (Rs. Lacs)
1. Mr. Sanjay Kumar Kanoria Managing Director 40.32 47.04 6.72
2. Mrs. Priyadarshinee Kanoria Whole- Time Director 28.00 28.00 0.00
3. Mr. Darvinder Ambardar Whole- Time Director 12.92 12.72 (0.20)
4. Mr. S. B. Vijay CFO 20.62 22.11 1.49
5. Mr. Lokesh Mundra Company Secretary 4.29 4.29 0.00

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

29. PERSONNEL

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.

32. ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the valuable guidance andsupport rendered by the Banks Government of Rajasthan and various stakeholders such asshareholders customers and suppliers among others and society at large for their supportand cooperation and continuing commitment and dedication of the employees at all levelswhich has been critical for the Company's success. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company. TheDirectors look forward to their continued support in future.

33. CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations.

Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.

For and on behalf of the Board of Directors

Sd/- Sd/-
Munna Lal Goyal Sanjay Kumar Kanoria
Director Managing Director
DIN:01427276 DIN: 00067203

Place : New Delhi Date : 30th May 2017

ANNEXURE-A

To

The Members

A INFRASTRUCTURE LIMITED

Hamirgarh Distt. - Bhilwara

Rajasthan - 311025

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by A INFRASTRUCTURE LIMITED(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutorycompliance's and expressing our opinion thereon.

Management's Responsibility for Secretarial Compliance's

The company's Management is responsible for preparation and maintenance of secretarialrecords and for devising proper system to ensure compliance with the provisions ofapplicable laws and regulations.

Auditor's Responsibility

My responsibility is to express an opinion on the Secretarial records StandardsProcedures followed by the company with respect to Secretarial Compliance's.

I believe that audit evidence and information obtained from the Company's management isadequate and appropriate for me to provide a basis for my opinion.

Opinion

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2017 compliedwith the statutory provisions listed here-under and also that the Company has proper Boardprocesses and compliance-mechanism in place to the extent in the manner and subject tothe reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2017according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings; N. A.

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (not applicable since there is noaction/ event in pursuance of said regulation) N.A.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (not applicable since there is no action/ event in pursuance of saidregulation) N.A.

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and (not applicable since there is no action/ event in pursuance ofsaid regulation) N.A.

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (not applicable since there is no action/ event in pursuance of said regulation)N.A.

(vi) The Environment (Protection) Act 1986

(vii) The EPF & Misc. Provisions Act 1952;

(viii) Employees' state Insurance Act 1948;

(ix) The Payment of Bonus Act 1965;

(x) The payment of Gratuity Act 1972

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India;

(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015;

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above.

We further report that

1. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

2. Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

3. Majority decision is carried through while the dissenting members' views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

For Anil Somani & Associates
Company Secretaries
Sd/-
Anil Kumar Somani
ACS: 36055
COP:13379

Date : 30th May 2017 Place : Bhilwara

ANNEXURE-I

To

The Members

A INFRASTRUCTURE LIMITED

Hamirgarh Distt. - Bhilwara

Rajasthan - 311025

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards are the responsibility of management. Our examination was limitedto the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to future viability of thecompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.

For Anil Somani & Associates

Company Secretaries

Sd/-

Anil Kumar Somani

ACS: 36055

COP:13379

Date : 30th May 2017 Place : Bhilwara

ANNEXURE-B

Information under Section 134(3) (m) of the Companies Act 2013 read with CompaniesDisclosure of Particulars in the Report of the Board of Directors) Rules 1988 and formingpart of the Directors' Report.

POWER & FUEL CONSUMPTION :

Particulars 31.03.2017 31.03.2016
1 Electricity:
(A) Purchased
Units(in '00000) 104.49 117.53
Total amount (Rs. in Lacs) 776.94 881.39
Rate/Unit (in Rs.) 7.44 7.50
(B) Own Generation
Units(in '00000) 1.00 1.85
Unit/Ltr. of Diesel oil 3.47 3.64
Total amount (Rs. in Lacs) 12.87 23.26
Cost/Unit (in Rs.) 12.85 12.56
2 Coal:
Quantity (in Tones) 1951.125 1875.580
Total cost (Rs. in Lacs ) 117.30 112.99
Cost/Tone (in Rs.) 6011.92 6024.27
3 Consumption Per M. T. of production of
A. C. Pressure Pipes and Sheets
Electricity (in Units/per M.T.) 76.65 76.24
Furnace Oil - -
Coal (per M.T) 0.01 0.01

FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange outflow was Rs 3763.13 Lacs (Rs. 5725.69 Lacs previous year) onaccount of import of raw-material stores & spares plant & machinery and foreigntraveling. There were exports of Rs. NIL (Rs. 44.39 Lacs previous year) during the year.

ENERGY CONSERVATION MEASURES

Continuous efforts made to reduce coal consumption in Boiler.

For and on behalf of the Board of Directors

Sd/- Sd/-
Munna Lal Goyal Sanjay Kumar Kanoria
Director Managing Director
DIN:01427276 DIN: 00067203

Date : 30th May 2017 Place : New Delhi