TO THE MEMBERS
The Directors have pleasure in presenting the Twenty Seventh Annual Report of theCompany together with its Audited Statement of Profit and Loss for the Financial Yearended March 31 2021 and the Balance Sheet as on that date:
|Particulars || |
|Financial Year Ended on ||2020-21 ||2019-20 |
| ||Audited ||Audited |
|Total Revenue ||83895.26 ||75613.45 |
|Profit before Depreciation Finance Costs and Tax ||5120.00 ||3703.62 |
|Less: Depreciation ||1179.66 ||793.47 |
|Less: Finance Costs ||976.47 ||886.66 |
|Profit before Tax ||2963.87 ||2023.49 |
|Less: Provision for Tax || || |
|(a) Current Tax ||811.00 ||547.00 |
|(b) Deferred Tax (Assets)/ Liability ||-49.33 ||0.22 |
|(c) Short Provision for Tax for earlier years ||- ||- |
|Profit after Tax ||2155.20 ||1476.28 |
|Other Comprehensive (Income)/ Loss ||7.55 ||-5.63 |
|Total Comprehensive Income For The Year ||2162.75 ||1470.65 |
|Dividend Paid ||153.88 ||184.66 |
|Tax on Dividend Paid ||- ||37.96 |
|Balance carried to Other Equity ||2008.87 ||1248.03 |
RESULTS OF OPERATIONS (Standalone)
The total Revenue of the Company for the Financial Year ended March 31 2021 is Rs.83895.26 Lakhs as compared previous year's total Revenue of Rs. 75613.45 Lakhs thusindicating an increase of 9.87% over the previous year. Further Profit before Tax andProfit after Tax were Rs. 2963.87 Lakhs and Rs. 2155.20 Lakhs respectively during the yearunder review as against Rs. 2023.49 Lakhs and Rs. 1476.28 Lakhs in the correspondingprevious year.
STATE OF AFFAIRS & BUSINESS OVERVIEW
The Company is a leading manufacturers and importers of Bitumen & Bituminousproducts and our plants are located at Belgaum Hyderabad Taloja Vadodara and Cochin* .Wemanufacture and trade quality products like Paving grade Bitumen. Industrial GradeBitumen Bitumen Emulsions Modified Bitumen Bitumen Coat Bitumen Paints BitumenInsulation material etc which are known for their quality and standard. Our profoundbackground of being in the logistics business (transportation of Bitumen & LPG) hasbeen a key factor to foray
into this segment. Your Company has excellent professional relations with all majorroad contractors in India due to Company's ethical transparent and good governancepolicies. (* through its wholly owned subsidiary)
Manufacturing Facilites at Guwahati
Your Company's latest manufacturing facilities of Bitumen and value added Bituminousproducts at Guwahati Assam in order to expand and develop Bitumen trade in Easternstates are nearing completion (work in progress) as Bitumen is extensively used ininfrastructure projects more specifically in road construction projects initiated by theState Government.
BULK BITUMEN IMPORT & STORAGE FACILITIES
Your Company has excellent Bulk Bitumen Storage facilities to effectively handle andmarket bitumen imports at Karwar (Karnataka) Haldia Port Dighi Port Hazira Port(Gujarat) Mangalore (Karnataka) Mumbai (Maharashtra) &Vadodara.
Bulk Bitumen Storage Facilities at Mangalore.
During the period under review your Company commenced Bulk Bitumen Storage facilitiesat Mangalore Port in order to cater to very potential South Indian markets and to furtherincrease its customer base Pan India. The operations from the new storage site atMangalore have been very encouraging and it is expected to improve further in comingyears.
BULK BITUMEN TRANSPOTATION
We are the pioneers of logistics in Bitumen which is predominantly used in roadconstruction business. It can be procured either in bulk or in packed form. In either casethe product has to be dispatched to the construction site or to the storage facilities ofour industrial consumers. The bulk bitumen is transported via specially designed tankersthat are insulated and have pumping facility for loading and unloading the bitumen. Mostof our Bitumen tankers are under contract with major oil companies in India like HPCLBPCL and IOCL and by other major consumers of the product.
BULK LPG TRANSPOTATION
We are amongst the leading transporters of LPG in India which is the most widely usedfuel for domestic as well as industrial purposes. While we already own a large fleet oftankers we also hire tankers on long term contracts to cater to the demand from customersLPG is mainly sourced from domestic refineries and via bulk imports. Bulk LPG is mainlytransported from the source to the industrial user or to their bottling plants throughspecially designed tankers LPG being highly inflammable require tankers that take careof all safety aspects while loading transporting and unloading. Most of the LPG tankersare under contract with major oil companies like HPCL BPCL and IOCL.
POWER GENERATION THROUGH WIND MILLS Wind Mills
The Company has diversified into Non-Conventional energy generation by installing windmills at Rajasthan and Maharashtra keeping in view of the likely shortage of energyresources in future. Your Company has one Windmill at Dhulia Maharashtra and two inJaisalmer Rajasthan.
AUTHORIZED SERVICE CENTRE OF ASHOK LEYLAND
We own a large fleet of tankers which necessarily calls for regular periodic checks andmaintenance. As also our entire fleet of tankers come from the Ashok Leyland stable. Boththese factors influenced our decision to set up an authorized service center for AshokLeyland vehicles within the company. Not only does this ensure a timely turnaround of thefleet serviced but is an economically beneficial proposition for the company. We have ourown workshop and maintenance facilities at strategic locations like Mumbai Baroda andJodhpur.
CoVID-19 PENDAMIC ~
Your Directors assure you that the state of affairs of the Company and the BusinessScenario continuous to be normal in the continued CoVID-19 pandemic and your Boardprojects bright future of the Company in coming years.
For more details on Bitumen Industry & Business Scenario please refer to theChapter on Management Discussion and Analysis of this report.
During the year under review there was no change in the Issued and Paid up ShareCapital of the Company which comprised of 10258747 Equity Shares of Face Value of Rs.10/- each amouting to Rs. 102587470/- paid up capital of the Company for the financialyear ended at March 31 2021.
For Issued and Paid up Share Capital post financial year ended March 31 2021 pleaserefer to "SHARE CAPITAL" under Management Discussion and Analysis - Annexure -Vforming part of this report.
Your Directors have recommended a dividend of Rs. 1.80 per equity share of the facevalue of Rs. 10/- each fully paid up for the financial year ended March 31 2021. Thedividend distribution is subject to approval of the members of the Company at the ensuingAnnual General Meeting.
Pursuant to the amendments introduced by the Finance Act 2020 the Company will berequired to withhold taxes at the prescribed rates on the dividend paid to itsshareholders w.e.f. 1st April 2020. No tax will be deducted on payment ofdividend to the resident individual shareholders if the total dividend paid does notexceed Rs. 5000/-. The withholding tax rate would vary depending on the residentialstatus of the shareholder and documents registered with the Company.
AMOUNT TO BE CARRIED TO OTHER EQUITY
The Company has transferred t 2008.87 Lakhs to the Other Equity for the F.Y. March 312021 after appropriating Rs. 153.88 Lakhs towards dividend paid for the F.Y. ended March312020.
As at March 31 2021 the Capital Expenditure during the year under review amounted toRs. 1020.33 Lakhs including Work in Progress (WIP) amounted to Rs. 75.90 Lakhs.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Results for the F.Y ended on March 312021 have beenprepared in accordance with Indian Accounting Standards (Ind AS) notified under theCompanies (Indian Accounting Standards) Rules 2015 as amended by the Companies (IndianAccounting Standards) (Amendments) Rules 2016.
FOR DETAILS PLEASE REFER TO "CONSOLIDATED FINANCIAL STATEMENTS" UNDERMANAGEMENT DISCUSSION & ANALYSIS - ANNEXURE -V FORMING PART OF THIS REPORT.
SUBSIDIARIES JOINTVENTURES AND ASSOCIATE COMPANIES
Newly Wholly Owned Subsidiary (Agarwal Translink Private Limted)
The Company post financial year ended on March 31 2021 has issued and allotted1188042 Equity Shares at a price of Rs. 105.20 per Equity Share aggregating to Rs.124982018.40 (Rupees Twelve Crore Forty Nine Lakhs Eighty Two Thousand and Eighteen andForty Paisa only) for consideration other than cash to the Members of Agarwal TranslinkPrivate Limted (ATPL) a group Company in lieu of purchase of the entire equity holdingof all the Members of the said group Company thus making the said group Company- theCompany's wholly owned subsidiary company (WOS) in accordance with the Board Resolutiondated April 09 2021 passed by the Board of Directors of the Company and with theShareholders' approval vide Special Resolution dated February 10 2021 and in accordancewith all related SEBI regulations / provisions of the Companies Act 2013 and Rules madethereunder as amended / all other regulatory compliances as applicable in this regard.Consequently Agarwal Translink Private Limited became Wholly Owned Subsidiary (WOS) ofthe Company along with two other WOS of the Company viz Bituminex Cochin Private Limitedand AICL Overseas FZ-LLC as detailed herein under.
Wholly Owned Subsidiary Company (Bituminex Cochin Pvt Ltd (BCPL)
Bituminex Cochin Pvt Ltd (BCPL) is the first Wholly Owned Indian Subsidiary (W.O.S)and doing steady business of manufacturing and trading of bitumen and bituminous products.
Wholly Owned Subsidiary Company in UAE (AICL OVERSEAS FZ-LLC )
The Company's Wholly Owned Subsidiary (W.O.S) in UAE under the name "AICLOVERSEAS" in Ras AI Khaimah Economic Zone (RAKEZ) in United Arab Emirates (UAE) forundertaking various ship/vessel /ocean related activities has been reporting goodfinancial performance since its inception and continuous to grow and developstrategically.
Our above overseas WOS owns fleet of 5 (Five) large Vessels having total capacity of29500 MT which are used in importing raw bitumen from oil producing countries. Theeconomies we achieve with our own fleet of marine vessels and road transport vehiclesenable your Company to outbid competitors secure tenders and ensure high standards ofsupply and services to its valued customers.
Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's Subsidiaries (except the newlywholly owned subsidiary as mentioned herein above) in Form AOC-1 is attached to thefinancial statements of the Company. Pursuant to the provisions of Section 136 of the Actthe financial statements of the Company consolidated financial statements along withrelevant documents and separate audited accounts in respect of subsidiary are available onthe website of the Company: www.aicltd.in. There are no joint ventures or associatecompanies as defined under the Companies Act 2013 and Rules made thereunder as amended.
ISSUANCE AND ALLOTMENT OF WARRANTS
The Company post financial year ended on March 31 2021 has issued and allotted3511000 convertible warrants each carrying a right to subscribe to one Equity Share perWarrant at a price of Rs. 105.20 per Warrant aggregating to 369357200 (Rupees ThirtySix Crore Ninety Three Lakhs Fifty Seven Thousand and Two Hundred Only) in accordancewith the Board Resolution dated April 09 2021 passed by the Board of Directors of theCompany and with the Shareholders' approval vide Special Resolution dated February 102021 and in accordance with all related SEBI regulations / provisions of the CompaniesAct 2013 and Rules made thereunder as amended / all other regulatory compliances asapplicable in this regard.
Further the Company post financial year ended on March 31 2021 converted aboveWarrants as follows:
(a) 400000 Warrants into 400000 Equity Shares of the Face Value of Rs 10/- each ata premium of Rs. 95.20/- per share out of total 1800000 Warrants allotted under thePublic Category in the Meeting of Board of Directors held on June 15 2021.The newlyallotted Equity Shares have been listed on BSE and NSE.
(b) 219000 Warrants into 219000 Equity Shares of the Face Value of Rs 10/- each ata premium of Rs. 95.20/- per share out of total 1711000 Warrants allotted to Promoters/ Promoters Group. The process for corporate action and applications to NSE & BSEStock Exchanges for trading and listing approvals have been initiated by the Company.
(c) 400000 Warrants into 400000 Equity Shares of the Face Value of Rs 10/- each ata premium of Rs. 95.20/- per share out of total 1800000 Warrants allotted under thePublic Category in the Meeting of Board of Directors held on August 13 2021. The processfor corporate action and applications to NSE & BSE for trading and listing approvalshave been initiated by the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
1. COVID-19 Pandemic
There is no material adverse impact of continuing CoVID - 19 pandemic on the Companyand its operations / profitability during the Financial Year ended March 312021 and postfinancial year period till the date of this Annual Report.
2. Previous Matters:
Since the previous Directors' Report there has been no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year and the date of this Report except as stated hereinafter.
(i) It may be recalled that in the previous Report we had mentioned that PanvelMunicipal Corporation (PMC) had raised LBT demand on erstwhile merged Company AgarwalPetrochem Private Limited for the period Jan-Jun 2017 which in line with othersPetitioners had filed a Writ Petition in the Hon'ble Bombay High Court which as aninterim relief has directed the PMC not to initiate any coercive action against thepetitioners till the further orders. Accordingly the actual financial impact of suchdemand are not known due to pending assessments and the status of the case remains thesame. Till date the matter is still pending for adjudication in the said H'ble BombayHigh Court.
(ii) The Asst. Commissioner of Customs Kakinada had filed three Appeals with TheCommissioner (Appeals) Customs Central Excise and Service Tax Guntur after the ReviewOrders were passed by the Commissioner of Customs (Preventive) to set aside three Orders-in-Original two dated 08.11.2017 and one dated 30.11.2017 respectively passed by theAsst. Commissioner of Customs Kakinada sanctioning thereby Special Additional Dutyrefunds aggregating to' 86.55 Lakhs to the Company. The Commissioner (Appeals) CustomsCentral Excise and Service Tax Guntur vide its three Orders dated 29.06.2018 set asideall three Orders-in-Original passed by the Asst. Commissioner of Customs Kakinada asstated herein above and allowed all three Applications filed by the Asst. Commissioner ofCustoms Kakinada. In this regard against the aforesaid three Orders passed by theCommissioner (Appeals) Customs Central Excise and Service Tax Guntur your Company hasalready filed respective Appeals with the Customs Excise & Service Tax AppellateTribunal at Hyderabad and the matter is still pending.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls commensurate with thesize scale and nature of its operations. The Internal Auditor monitors and evaluates theefficacy and adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a mechanism for theDirectors and employees to report genuine concerns about any unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct. The provisions of thispolicy are in fine with the provisions of Section 177 (9) of the Act and as per Regulation22(1) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. TheWhistle Blower Policy can be accessed on the Company's website - www.aicltd.in.
The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013 read with the rules made thereunder and Regulation 18 of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 as amended. Thedetails relating to the same are given in Report on Corporate Governance forming part ofthis Board Report.
Constitution of the Audit Committee
|Mr. Alok Bharara ||- Independent Director - Chairman |
|Mr. Rajkumar Mehta ||- Independent Director |
|Mr. Mahendra Agarwal ||- Non Independent - Non Executive Director. |
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013 ("THE ACT")
Particulars of loans given investments made and securities provided are mentioned inthe financial statement under Notes 3 610 and 13 respectively of the said statement.Your Company has not provided any guarantee or given security in connection with loan toany other body corporate or person.
The Company has constituted a Risk Management Committee details of which are set outin the Corporate Governance Report. The Company has adopted a Risk Management Policypursuant to the provisions of Section 134 of the Act which has a Risk Managementframework to identify and evaluate business risks and opportunities. This framework seeksto create transparency minimize adverse impact on business objective and enhance theCompany's competitive advantage. The risk framework defines the risk management approachacross the enterprise at various levels including documentation and reporting.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In terms of Section 149 of the Act and pursuant to the Regulation 17 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 as amended the Board of theCompany has optimum combination of Executive Non-Executive and Independent Directors. TheBoard also comprises of an Independent Woman Director. For details please refer toCorporate Governance Report attached hereinafter.
Re-appointments of Mr. Jaiprakash Agarwal Mr. Lalit Agarwal and Mr. RamchandraAgarwal:
Mr. Jaiprakash Agarwal Mr. Lalit Agarwal and Mr. Ramchandra Agarwal PromoterDirectors and were re-appointed as the Managing Director and Whole Time Directors of theCompany for a period of 3 years with effect from April 01 2019 to March 31 2022 by themembers of the Company in the Annual General Meeting of the Company held on September 302019. The existing term shall expire on March 31 2022.
Considering the invaluable contribution to the growth and development of the Companysince its inception the Board of Directors of the Company on the recommendations of theNomination & Remuneration Committee proposed to re-appoint re-appointed Mr.Jaiprakash Agarwal as the Managing Director Mr. Lalit Agarwal and Mr. Ramchandra Agarwalas the Whole Time Directors respectively of the Company for period of 3 Years w.e.f April01 2022 till March 31 2025 in their respective meetings held on August 30 2021.
Mr. Rajkumar Mehta Mr. Alok Bharara Mr. Harikrishna Patni & Mrs. Priti Lodha wereappointed as Independent Directors by the Members of the Company for the second term of 5years w.e.f. September 30 2019.
Mr. Satish Deshmukh was appointed Company Secretary and Compliance Officer of theCompany w.e.f. December 18 2020 who resigned w.e.f 09.03.2021.
Ms. Dipali Pitale is appointed Company Secretary and Compliance Officer of the Companyw.e.f March
In terms of Section 203 of the Act the following were designated as KMP of your Companyby the Board:
Mr. Jaiprakash Agarwal - Managing Director Mr. Lalit Agarwal - Whole Time Director Mr.Ramchandra Agarwal - Whole Time Director Mr. Yipin Agarwal - Chief Financial Officer Ms.Dipali Pitale - Company Secretary
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as stipulated under Section 149(7) of theCompanies Act 2013 and as per Regulation 17 SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.
During the year under review 10 (Ten) Board Meetings (including Exclusive Meeting ofIndependent Directors) were held and the intervening gap between the meetings did notexceed the period prescribed under the Act the details of which are given in theCorporate Governance Report.
The Company once again emphasize that it has adopted the Governance guidelines whichinter alia cover aspects related to composition and role of the Board Directors Boarddiversity definition of independence and mandates of Board Committees. It also coversaspects relating to nomination appointment induction and development of DirectorsDirectors remuneration Code of Conduct and Board Effectiveness Review.
A. Board Evaluation
During the year under review the Board of Directors has carried out an annualevaluation of its own performance Board Committees and individual Directors pursuant tothe provisions of the Act and the corporate governance requirement as prescribed bySecurities Exchange Board of India (SEBI) under Regulation 17(10) of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from theDirectors on the basis of the criteria such as the Board Composition and structureseffectiveness of board processes information and functioning etc. The Board evaluatesperformance of the committees after seeking inputs from the committee members on the basisof the criteria such as the composition of committees effectiveness of committeemeetings etc. The Board and the Nomination and Remuneration Committee (NRC) reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the board as a whole was evaluated taking into account theviews of the Executive Directors and Non- Executive Directors. The same was discussed inthe Board meeting that followed the meeting of the Independent Directors at which theperformance of the Board its committees and individual Directors was also discussed.
B. Appointment of Directors and Criteria for determining qualifications positiveattributes independence of a Director
As per Company's Policy the NRC is responsible for developing competency requirementsfor the Board based on the industry and strategy of the Company. The NRC reviews and meetspotential candidates prior to recommending their nomination to the Board. At the time ofappointment specific requirements for the position including expert knowledge expectedis communicated to the appointee.
The NRC has formulated the criteria for determining qualifications positive attributesand independence of Directors in terms of provisions of Section 178 (3) of the Act andRegulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.Independence: A Director will be considered as an Independent Director' if he/ shemeets with the criteria for Independence' as laid down in the Act and Regulation16(l)(b) SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
Competency: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is ensuredthat the Board has a mix of members with different educational qualifications knowledgeand with adequate experience in banking and finance accounting and taxation economicslegal and regulatory matters.
Additional Positive Attributes:
The Directors should not have any other pecuniary relationship with the Companyits subsidiaries associates or joint ventures and the Company's promoters except asprovided under law.
The Directors should maintain an arm's length relationship between themselvesand the employees of the Company as also with the Directors and employees of itssubsidiaries associates joint ventures promoters and stakeholders for whom therelationship with these entities is material.
The Directors should not be the subject of proved allegations of illegal orunethical behavior in their Private or professional lives.
The Directors should have the ability to devote sufficient time to the affairsof the Company.
C. Remuneration Policy
The Company had adopted a Remuneration Policy subject to review from time to time forthe Directors KMP and other employees pursuant to the provisions of the Companies Act2013 and Regulation 19(4) read with Part B of Schedule II of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015. The key principles governing the Company'sRemuneration Policy are as follows:
Remuneration for Independent Directors and Non-Independent Non-Executive Directors
Independent Directors (ID) and Non-Independent Non-Executive Directors (NINED)may be paid sitting fees for attending the meetings of the Board and of Committees ofwhich they may be members.
(Presently all Independent Directors and one Non-Independent Non-Executive Directorhave voluntarily foregone sitting fee for attending Board and Committee Meetings.)
Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the Company taking into considerationthe challenges faced by the Company and its future growth imperatives.
Remuneration paid should be reflective of the size of the Company complexity ofthe sector/ industry/ Company's operations and the Company's capacity to pay theremuneration and be consistent with recognized best practices.
The remuneration payable to Directors shall be inclusive of any remunerationpayable for services rendered in any other capacity unless the services rendered are of aprofessional nature and the NRC is of the opinion that the Director possesses requisitequalification for the practice of the profession. It may be noted that the IndependentDirectors of the Company have voluntarily foregone remuneration of any type and kindincluding sitting fee and accordingly no payment is made to them in this regard.Remuneration for Managing Director (MD)/ Executive Directors (ED)/ Key ManagerialPersonnel (KMP)/ rest of the Employees is paid.
The extent of overall remuneration should be sufficient to attract and retaintalented and qualified individuals suitable for every role. Hence remuneration should bemarket competitive driven by the role played by the individual reflective of the size ofthe Company complexity of the sector/ industry/ Company's operations and the Company'scapacity to pay consistent with recognized best practices and aligned to any regulatoryrequirements.
Basic/ fixed salary is provided to all employees to ensure that there is asteady income in tine with their skills and experience. It is affirmed that theremuneration paid to Managing Director Whole Time Directors and KMP is as per theRemuneration Policy of the Company. Presently no remuneration or sitting fee ofwhatsoever kind and nature is paid to any Independent Director.
PROTECTION OF WOMEN AT WORKPLACE
The Company has formulated a policy on Protection of Women's Rights at Workplace'as per the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013. This has been widely disseminated. There were nocases of sexual harassment received by the Company during the F.Y. 2020-21 & betweenthe end of the financial year and the date of this Report.
Mrs. Harshada Patil is the External Member of Internal Complaints Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review no significant material orders were passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the year underreview.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.
At the ensuing Twenty Seventh Annual General Meeting of the Company the Members willbe requested to ratify the appointment of M/s. Ladha Singhal & Associates CharteredAccountants Mumbai as the Auditors of the Company to hold office from the conclusion ofthis Annual General Meeting till the conclusion of the next Annual General Meeting at suchremuneration as may be mutually agreed upon between the Board of Directors of the Companyand the Auditors. They have confirmed their eligibility to the effect would be within theprescribed limits under the Act and they are not disqualified for reappointment.
The notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
The Auditors' Report does not contain any qualification reservation or adverse remark.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as ANNEXURE -1.
The Board of Directors of your Company had appointed Mr. P. M. Vala Practicing CompanySecretary (Membership No. FCS - 5193 CP No. - 4237) to undertake the Secretarial Audit ofthe Company for the financial year 2020-21. The Secretarial Audit Report in Form No. MR-3for the financial year ended March 31 2021 is annexed herewith as ANNEXURE - II.
Secretarial Auditors' observations: The report does not contain any qualificationsreservation or adverse remarks.
Pursuant to the provisions of Section 148 and other applicable provisions if any ofthe Companies Act 2013 and the Companies (Cost Records and Audit) Rules 2014 (includingany statutory modification(s) or re-enactments thereof for the time being in force) theBoard of Directors of the Company appointed Mr. Vinayak Kulkami Cost Accountant(Membership No. - 28559) as the Cost Auditors to conduct the Cost Audit of the Company forrelevant segments for the financial year ending March 31 2022.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(M) of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 the information relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo during the financial year ended March31 2021 is given as below :
(A) Conservation of Energy:
As stated in the Director's Report of previous financial year conservation of energyis an ongoing process and in this regard your Company ensures optimal use of energyavoid wastages and attempts to conserve energy as best as possible. However nosignificant investments were made in this regard during the year under review.
(B) Technology Absorption:
As mentioned in the previous Report your Company continues to adopt technologyabsorption techniques which are effective and have been successfully carried out for manyyears now. In its endeavor to improve constantly your Company ensures regular monitoringand reviewing of the existing technology and always attempts if the same can be modifiedupgraded or improved upon for increased and better operations. However no specificresearch and development activities were carried out during the year under review.
(C) Foreign Exchange Earnings and Outgo:
| ||(Rs. in Lakhs) |
|Particulars ||F.Y. 2020-21(Audited) |
|Earnings ||357.38 |
|Outgo ||64090.63 |
DISCLOSURE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES 2016
Disclosure pursuant to the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 is attached herewith as perANNEXURE- HI.
However since there were no employees drawing remuneration in excess of the limit setout in the aforesaid amended rules the particulars of employees required to be furnishedpursuant to Section 197 (12) read with Rule 5 (2) and Rule 5 (3) of the Companies(Appointment and Remuneration of Managerial Personal) Amendment Rules 2016 does not formpart of this annual report.
The Company did not accept any Fixed Deposits from the public during the year and nofixed deposits were outstanding or unclaimed as on March 31 2021.
STATUS OF UNCLAIMED/ UNPAID DIVIDEND AMOUNTS
The status of unclaimed/ unpaid Dividend amounts as on March 31 2021: Rs.13.31 LakhsBORROWINGS AND DEBT SERVICING
During the year under review your Company has met all its obligations towardsrepayment of principal and interest on loans availed.
LISTING OF SHARES
The equity shares of your Company have been listed on the BSE Limited and the NationalStock Exchange of India Limited. The listing fees for the year 2021-22 have been dulypaid.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state and confirm that:
(i) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards read with requirements set out under Schedule mto the Act have been followed and that there are no material departures from the same;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the profitsof the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the accounts for the financial year ended March 312021 on a going concern' basis;
(v) the Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and are operating effectively;
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and are operating effectively.
Your Company ensures maintaining highest standards of corporate governance as percorporate governance requirements formulated by SEBI. The report on Corporate Governanceas per SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 forms anintegral part of the Annual Report. (ANNEXURE - IV). The requisite certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceis attached to report on Corporate Governance.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of SEBI (LODR) Regulations 2015. (ANNEXURE - V).
RELATED PARTY TRANSACTIONS
All related party transactions to be entered into during the F. Y. 2020-21 on omnibusbasis were approved by the Board of Directors and the Audit Committee and were alsoconsented by the members in the Annual General Meeting of the Company held on September30 2020 in accordance with Section 188 of the Companies Act 2013 and Rules madethereunder (as amended) and as per earlier Listing Agreements and subsequently on thebasis of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Details of related party transactions entered during the F. Y. 2020-21 are placed underANNEXURE -VI as per Form AOC-2 attached with this Directors' Report. The Policy onmateriality of related party transactions may be accessed on the Company's website-www.aicltd.in
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee comprises of Mr. Jaiprakash AgarwalManaging Director Mr. Lalit Agarwal Whole Time Director and Mr. Alok Bharara anIndependent Director. Mr. Jaiprakash Agarwal Managing Director is the Chairman of theCommittee.
The details of the various projects and programs which can be undertaken by the Companyas a part of its CSR Policy framework is available on its website www.aicltd.in.
The disclosures required to be given under Section 135 of the Companies Act 2013 readwith Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules 2014 aregiven in ANNEXURE- VII forming part of this Board Report.
APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE IBC CODE 2016
No application made or any proceeding is pending under the IBC Code 2016 during theyear under review and thereafter till the date of this report.
Your Directors place on record their deep sense of appreciation for the contributionmade by employees towards the success and growth of your Company. Your Directors alsothank all the shareholders investors customers vendors bankers business partnersgovernment and regulatory authorities for their continued co-operation and support.
On behalf of the Board of Directors
Agarwal Industrial Corporation Limited
(DIN: 01379868) Managing Director
Date: August 30 2021
Eastern Court Unit No. 201-202
Plot No. 12 V. N. Purav Marg
S. T. Road Chembur Mumbai - 400071