Your Directors have pleasure to present the 41st AnnualReport on the business and operations of your Company along with the Financial Statementsfor the year ended 31st March 2021.
1. FINANCIAL RESULTS AND STATE OF AFFAIRS: (Rs In Lakhs)
|PARTICULARS ||31.03.2021 ||31.03.2020 |
|Revenue From Operations ||26764.87 ||24858.20 |
|Other Income ||47.68 ||20.73 |
|Total Income ||26812.55 ||24878.93 |
|Profit before Depreciation Interest & Exceptional Items ||1983.50 ||1584.39 |
|Less: Finance cost ||871.52 ||863.68 |
|Profit before Depreciation & Exceptional Items ||1111.98 ||720.71 |
|Less: Depreciation ||301.73 ||305.45 |
|Profit before Exceptional Items ||810.25 ||415.26 |
|Exceptional Items ||4.50 ||- |
|Profit before tax ||805.75 ||415.26 |
|Less: Tax Expenses ||185.08 ||47.78 |
|Profit after tax for the year ||620.67 ||367.48 |
The financial statements have been prepared as per the IND-ASprescribed by the Institute of Chartered Accountants of India (ICAI).
During the year under review your Company has achieved a turnover ofRs 26764.87 Lakh against Rs 24858.20 Lakh during previous year. The Company has reported aProfit after tax of Rs 620.67 Lakh as against Rs 367.48 Lakh during previous year.
During the year under review production of AC Pipes and AC Sheets was43044 Metric Tons and 147013 Metric Tons respectively.
TRANSFER TO GENERAL RESERVES
During the financial year under review there was no transfer to GeneralReserve by the Company.
In March 2020 the WHO declared the COVID-19 outbreak as a pandemicwhich continues to spread across the country and the globe. On 25th March 2020the Government of India has declared this pandemic a health emergency and ordered thelockdown throughout the country. During the period of lockdown operations of the Companyhave been substantially reduced. The Company after relaxation of the lockdown as per theguidelines issued by the Government commenced its operations. Management believes that ithas taken into account all the possible impacts of known events arising from COVID-19pandemic and the resultant lockdowns in the preparation of the financial results includingbut not limited to its assessment of Company's liquidity and going concern recoverablevalues of its property plant and equipment intangible assets intangible assets underdevelopment trade receivables inventory and other assets. The impact of the globalhealth pandemic may be different from that estimated as at the date of approval of thesefinancial results. Considering the continuing uncertainties the Company will continue toclosely monitor any material changes to future economic conditions and consequentialimpact on its financial results.
Your Directors are pleased to recommend payment of a final Dividend of2% i. e. Re. 0.10 per equity share on the fully paid-up Equity Shares of Rs. 5/- each forthe financial year 2020-21 subject to approval of shareholders at the ensuing AnnualGeneral Meeting.
The dividend if approved and declared in the forthcoming Annual Generalmeeting would result a Dividend outflow of Rs 42.65 Lacs and dividend Distribution Tax ofRs 8.68 Lacs aggregating a total outflow of Rs 51.33 Lacs.
Brickwork has assigned below credit ratings to the Company:
|Facility availed ||Ratings |
|Fund Based ||BWR BBB - (Stable) |
|Non- Fund Based ||BWR A3 |
RAISING OF FUNDS THROUGH PREFERENTIAL ISSUE
During the year under review your Company has issued and allotted280000 (Two Lakh Eighty Thousand) preference shares of face value of Rs. 100 each on apreferential basis at the issue price of Rs. 100/- (Rupees Hundred Only) each aggregatingto Rs. 28000000/- (Rupees Two Crore Eighty Lakh Only)
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND
The provisions of Section 125(2) of the Companies Act 2013 does notapply as there was no unpaid dividend which was required to be transferred to InvestorEducation and Protection Fund.
a. The Company has not bought back any of its securities during theyear under review.
b. The Company has not issued any Sweat Equity Shares during the yearunder review.
c. The Company has not issued Bonus Shares during the year underreview.
The paid up Equity Share Capital as on 31st March 2021 isRs 248343500 (Rupees Twenty Four Crore Eighty Three Lakh Forty Three Thousand and FiveHundred Only) divided into 42645700 Equity Shares of Rs. 5/- each and 351150 preferenceshares of Rs. 100/- each. and the authorized share capital of the Company is Rs360000000 (Rupees Thirty Six Crore Only) divided into 50000000 Equity Shares of Rs.5/- each and 1100000 preference shares of Rs. 100/- each.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
DIRECTORS / KEY MANAGERIAL PERSONNEL- APPOINTMENT RE-APPOINTMENT &RESIGNATION
In accordance with the provisions of the Companies Act 2013 andArticles of Association of the Company Shri Kuldeep Kaw (DIN: 07882201) Director of theCompany retires by rotation and being ligible offers himself for re-appointment.
Shri Rajiv Lall Adya (DIN: 06915169) was appointed as AdditionalDirector of the Company by the Board of Directors at its meeting held on November 12 2020to hold office upto the date of ensuring Annual General Meeting of the Company. He wasalso appointed as Whole Time Director of the Company w.e.f November 12 2020 for a periodof 5 years as recommended by the Nomination & Remuneration Committee and approved bythe Board of Directors in their meeting held on November 12 2020
Shri Anish Kanoria (DIN: 08966190) was appointed as Additional Directorof the Company by the Board of Directors at its meeting held on November 12 2020 to holdoffice upto the date of ensuring Annual General Meeting of the Company. He was alsoappointed as Whole Time Director of the Company w.e.f. December 012020 for a period of 5years as recommended by the Nomination & Remuneration Committee and approved by theBoard of Directors in their meeting held on November 12 2020
Shri Anish Kanoria (DIN: 08966190) has resigned from the directorshipof the Company from 31st May 2021.
Shri Sanjay Kumar Kanoria (DIN: 00067203) was appointed as AdditionalDirector of the Company by the Board of Directors at its meeting held on June 08 2021 tohold office upto the date of ensuring Annual General Meeting of the Company. He was alsoappointed as Managing Director of the Company w.e.f June 08 2021 for a period of 3 yearsas recommended by the Nomination & Remuneration Committee and approved by the Board ofDirectors in their meeting held on June 08 2021.
No other changes have been taken place in composition of Board ofDirectors and Key Managerial Personnel of the Company during the year under review.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations to the effect thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 read with Regulation 16 of SEBI (Listing obligations and DisclosuresRequirements) Regulations 2015. In the opinion of the Board Independent Directors fulfilthe conditions specified in the Act Rules made there under and Listing Regulations.
The Company had Seven (7) Board meetings and One (1) meeting ofIndependent Directors during the financial year under review. For details of the meetingsof the board please refer to the corporate governance report which forms part of thisreport. The maximum time interval between two Board meetings did not exceed 120 days asprescribed under Companies Act 2013.
COMMITTEES OF THE BOARD
As on 31st March 2021 the Board have Four committees: theaudit committee the nomination and remuneration committee the corporate socialresponsibility committee and the stakeholder's relationship committee. A detailed note onthe composition of the Board and its committees is provided in the corporate governancereport section of this Annual Report.
Pursuant to the provisions of companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 the Board has carried outannual performance evaluation of its own performance the directors individually as wellthe evaluation of the working of its Audit Nomination & Remuneration andStakeholder's Relationship committee. The manner in which the evaluation has been carriedout has been explained in Corporate Governance Report.
NOMINATION REMUNERATION & EVALUATION POLICY
In pursuant to provisions of Section 178 of the Companies Act 2013 andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the Board ofDirectors have approved Nomination Remuneration & Evaluation Policy for appointmentremuneration & evaluation of the Directors Key Management Personnel & SeniorManagement Personnel. The details of the Nomination and Remuneration committeeNomination Remuneration & Evaluation Policy and Annual Evaluation carried out by theDirectors are given in the Corporate Governance Report.
STATUTORY AUDITORS AND REPORT
At the Annual General Meeting held on September 29 2017 M/s K. N.Gutgutia & Co. Chartered Accountants (Firm Registration Number 304153E) Kolkata wereappointed as Statutory Auditors of the Company to hold office till the conclusion of the42nd Annual General Meeting of the Company to be held in the calendar year2022. Their term expires at the conclusion of 42nd Annual General Meeting ofthe Company.
Audit Reports on Standalone Financial Statements are self- explanatoryand do not call for any further comments under Section 134 of the Companies Act 2013. TheAuditors Report to the shareholders for the year under review does not contain any adversequalification. No frauds have been reported by the Auditors under Section 143(12) of theCompanies Act 2013 requiring disclosure in the Board's Report.
M/s Anil Somani & Associates Company Secretaries (M. No. 36055)were appointed to conduct the secretarial audit of the Company for the financial year2020-21 as required under Section 204 of the Companies Act 2013 and Rules made thereunder. The Secretarial Audit Report for financial year 2020-21 forms part of this AnnualReport as Annexure- I to this Directors' Report. There is no observation or Negativequalification in the report.
Pursuant to Section 138 of the Companies Act 2013 your Directors haveappointed Mr. Brijendra Kumar Somani as an internal auditor of the company for theFinancial Year 2021-22 and their report is reviewed by the audit committee from time totime.
The Board of Directors has appointed M/s Vivek Laddha & AssociatesCost Accountants as Cost Auditors (Firm Registration No. 103465) for conducting the auditof cost records made and maintained by the Company for the financial year 2021-22 pursuantto Section 148 of the Companies Act 2013.
In accordance with the provisions of section 148 of the Act read withthe Companies (Audit and Auditors) Rules 2014 since the remuneration payable to the CostAuditor for FY 21-22 is required to be ratified by the members; the Board recommends thesame for approval by members at the ensuing AGM.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report (MD&A) for the yearunder review as stipulated under Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented ina separate section forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directorsconfirm that:
a) In the preparation of the annual accounts the applicable accountingstandards have been followed with no material departures;
b) They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the same period;
c) They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls in the Company thatare adequate and are operating effectively; and
f) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that these are adequate and are operatingeffectively;
Your Company follows the highest standards of Corporate Governancepractices. It adheres to and has implemented the requirements set out by SEBI's CorporateGovernance norms. A separate section on Corporate Governance forms a part of theDirectors' Report.
A certificate confirming the compliance of conditions of CorporateGovernance as stipulated in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 from Secretarial Auditor is forming part of the Annual Report.
The Company complies with all applicable mandatory secretarialstandards issued by the Institute of Company Secretaries of India.
LISTING ON STOCK EXCHANGE
Equity Shares of your Company are presently listed at BSE Limited(BSE). The Annual Listing fee for the financial year 2021-22 has been paid to the StockExchange.
NATURE OF BUSINESS
There has been no change in the nature of business of your Companyduring the year under review.
BUSINESS RISK MANAGEMENT
Your Company has an elaborate Risk Management procedure. The riskmanagement includes identifying types of risks and its assessment risk handling andmonitoring and reporting. Business risk inter-alia further includes financialpolitical fidelity and legal risk.
As a matter of policy these risks are assessed and appropriate stepsare taken to mitigate the same.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuance of Section 177 (9) of the Companies Act 2013 and theregulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the Company has in place a Vigil Mechanism/ Whistle Blower Policy for Directors andemployees to report genuine concern. More details pertaining to the same are given in theCorporate Governance Report.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during thefinancial year ended on March 312021 were on an arm's length basis and in the ordinarycourse of business under Section 188(1) of the Act and the Listing Regulations. Details ofthe transactions with Related Parties are provided in the accompanying financialstatements (note no. 45 of Financial Statement) in compliance with the provision ofSection 134(3)(h) of the Act.
The policy on Related Party Transactions as approved by the Board hasbeen uploaded on the website of the company.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary/ Associate or Joint venturecompany.
The Company has neither invited nor accepted any deposits from thepublic falling within the preview of section 73 of the Act read with the Companies(Acceptance of Deposits) Rule 2014 during the year.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company is committed to make a positive contribution tocommunities where it operates. Pursuant to Section 135 of the Companies Act 2013 theCompany constituted CSR committee and formulated CSR Policy as guiding principle forundertaking CSR activities. The Company's vision on CSR is that the Company being aresponsible Corporate Citizen would continue to make a serious endeavor for improvment inquality of life and betterment of society through its CSR related initiatives.
During the current year the Company has incurred expenditure of Rs.7.60 Lacs on CSR activities against obligation of Rs. 9.05 Lacs. Accordingly during theyear there is shortfall of Rs. 1.45 Lacs on CSR expenditure. The disclosures of CSRactivities pursuant to Section 134(3) of the Companies Act 2013 read with Rule 9 ofCompanies (Corporate Social Responsibility) Rules 2014 is annexed hereto and form part ofthis report as Annexure - II.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
A Statement giving details of conservation of energy technologyabsorption foreign exchange earnings and outgo in accordance with Section 134(3)(m) readwith the Rule 8 (3) of the Companies (Accounts) Rules 2014 is enclosed as Annexure - IIIand forms integral part of this Report.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in Annexure "IV" 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 basisand in the ordinary course of business. The Company has complied with all the applicableprovisions of the Act and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 in this regard. There is no materially significant related partytransaction with Promoters Directors or Key Management Personnel which may have potentialconflict with the interest of the Company at large
The particulars of Contracts or Arrangements made with related partiespursuant to Section 188 are furnished in Annexure- V and attached with this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT 2013
The Company has complied with the provisions of Section 186 of theCompanies Act 2013 in respect of making loans guarantees or investments as applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY
There were no material change and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which 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 regulatorsor courts or tribunals against the Company impacting the going concern status andCompany's operations in future.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard andprotect from loss unauthorized use or disposition of its assets. All the transactions areproperly authorized recorded and reported to the Management. The Company is following allthe applicable 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 adequatesystems and procedures to commensurate with its size and nature of business.
HUMAN RESOURCE DEVELOPMENT
Industrial relations continued to be cordial during the period underreview. Your Company firmly believes that a dedicated work force constitutes the primarysource of sustainable competitive advantage. Accordingly human resource developmentreceived focused attention. The Company has in house skill training centre and imparts onthe job training to its manpower on continuous basis. Your Directors wish to place onrecord their appreciation for the dedicated services rendered by the work force during theyear under review.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The percentage increase in remuneration ratio of remuneration of eachdirector and Key Managerial Personnel (KMP) (as required under the Companies Act 2013) tothe median of employees' remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given at Annexure-IV to this Report.
The statement containing particulars of employees as required underSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in aseparate exhibit forming part of this report.
DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Your Company has always believed in providing a safe and harassmentfree workplace for every individual working in A Infrastructure Limited. The Companyalways endeavors to create and provide an environment that is free from discrimination andharassment including sexual harassment.
Your Director further state that during the year under review therewere no cases filed pursuant to the Act and rules made thereof.
Directors wish to express their grateful appreciation for assistanceand co-operation received from various Departments of Central & State Governments andBanks during the year under review. Your Directors also wish to place on record theirappreciation for the committed services of all the associates and vendors of the Company
| ||For and on behalf of the Board of Directors || |
| ||Sd/- ||Sd/- |
|Place: New Delhi ||Sanjay Kumar Kanoria ||Munna Lal Goyal |
|Date: 14th August 2021 ||Managing Director ||Director |
| ||DIN:00067203 ||DIN:01427276 |