AIA Engineering Limited
Your Directors take pleasure in submitting the 31 Annual Report and theAudited Annual Accounts of the Company for the year ended 31 March 2021.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||Year ended 31 March 2021 ||Year ended 31 March 2020 ||Year ended 31 March 2021 ||Year ended 31 March 2020 |
|Sale of Products ||241031.67 ||249101.22 ||281877.87 ||288426.53 |
|Other Operating Revenue ||6267.71 ||9661.22 ||6271.37 ||9661.22 |
|Total Revenue from Operations ||247299.38 ||258762.44 ||288149.24 ||298087.75 |
|Other Income ||14480.71 ||48548.45 ||17219.59 ||14191.00 |
|Total Income ||261780.09 ||307310.89 ||305368.83 ||312278.75 |
|Profit before Finance Costs Depreciation & Amortisation and Tax Expenses ||74296.87 ||105812.16 ||82744.19 ||82219.10 |
|Finance Costs ||398.52 ||519.89 ||429.31 ||558.75 |
|Depreciation & Amortisation ||9097.06 ||9551.24 ||9350.09 ||9787.92 |
|Profit Before Tax ||64801.29 ||95741.03 ||72964.79 ||71872.43 |
|Less : Tax Expense || || || || |
|(i) Current Tax ||18628.27 ||14250.45 ||18683.22 ||14294.75 |
|(ii) Deferred Tax ||(2317.16) ||(1762.39) ||(2289.07) ||(1454.33) |
|Total Tax (i+ii) ||16311.11 ||12488.06 ||16394.15 ||12840.42 |
|Profit after ||48490.18 ||83252.97 ||56570.64 ||59032.01 |
|Non-Controlling Interest ||- ||- ||(41.55) ||(3.79) |
|Net Profit after Non-Controlling Interest ||48490.18 ||83252.97 ||56612.19 ||59035.80 |
|Other Comprehensive Income (Net of Tax) (After Minority Interest) ||(273.17) ||262.61 ||(2298.12) ||(393.70) |
|After Comprehensive Income ||48217.01 ||83515.58 ||54310.02 ||58645.60 |
Standalone Operating Results:
During the year under review the Revenue from operation of the Companyis Rs. 247299.38 Lakhs as compared to Rs. 258762.44 Lakhs in the previousFinancial Year. Exports Turnover registered in the same period is Rs. 190226.76 Lakhs asagainst the Export Turnover of Rs. 193303.97 Lakhs in the previous Financial Year.During the year under review Company has earned a Profit Before Tax (PBT) of Rs.64801.29 Lakhs and Profit After Tax (PAT) of Rs. 48490.18 Lakhs ascompared to PBT of Rs. 95741.03 Lakhs and PAT of Rs. 83252.97 Lakhs respectively in theprevious
Consolidated Operating Results:
During the year under review on a Consolidated basis your Company(together with its Subsidiaries) has earned Revenue from Operations of Rs. 288149.24Lakhs as compared to Rs. 298087.75 Lakhs in the previous Financial Year.Correspondingly the Consolidated Profit After Tax (PAT) registered during the year underreview isRs. 56612.19 Lakhs (After Minority Interest) as compared to PAT (After MinorityInterest) of Rs. 59035.80Lakhs in the previous Financial Year.
The Board of Directors are pleased to recommend a Dividend of Rs. 9/-(450%) per Equity Share of the face value of Rs. 2/- each amounting to Rs. 8488.88 Lakhsfor the Financial Year 2020-21.
The Dividend if declared by the shareholders at the ensuing AnnualGeneral Meeting will be paid to those Shareholders whose names stand registered in theRegister of Members as on 27 August 2021. In respect of shares held in dematerialisedform it will be paid to the members whose names are furnished by National SecuritiesDepository Limited and Central Depository
Services (India) Limited as beneficial owners.
3. SHARE CAPITAL:
The Paid Up Equity Share Capital of the Company as on 31 March 2021 isRs. 1886.41 Lakhs. During the year under review the Company has neither issued anyshares (including shares with differential Related Partyvoting rights) nor granted stockoption or sweat equity.
Cash and cash equivalents as at 31 March 2021 were Rs. 21708.67Lakhs. The Company continues to focus on judicious management of its Working CapitalReceivables Inventories while other Working Capital parameters were kept under strictcheck through continuous monitoring.
Capital Expenditure Outlay:
During the year under review the Company has incurred Capex of Rs.12357.24 Lakhs.
During the year under review the Company has neither accepted norrenewed any deposit within the meaning of Section 73 of the Companies Act 2013.
Particulars of Loans Guarantees or Investments:
During the year under review Company has not provided any Loan orGuarantee covered under the provisions of Section 186 of the Companies Act 2013. Thedetails of Guarantees provided and Investments made by the Company are given in the notesto the Financial Statements.
Internal Financial Control and Audit:
The Company has designed and implemented a process driven framework forInternal Financial Controls [IFC] within the meaning of the explanation to Section134(5)(e) of the Act. For the year ended on 31 March 2021 the Board is of the opinionthat the Company has sound IFC commensurate with the size scale and complexity of itsbusiness operations. The IFC operates effectively and no material weakness exists. TheCompany has a process in place to continuously monitor the same and identify gaps if anyand implement new and / or improved internal controls whenever the effect of such gapswould have a material effect on the Company's operations.
The Board of Directors at the recommendations of the Audit Committeeappointed Talati & Talati Chartered Accountants as Internal Auditors of the Companyand ADCS & Associates Chartered Accountants as Internal Auditors for its Nagpur Unitfor the Financial Year 2021-22.
Related Party Transactions:
All the Related Party Transactions entered into during the financialyear were on an Arm's Length basis and were in the Ordinary Course of Business. Thereare no materially significant made by the Company with Promoters Directors KeyManagerial Personnel (KMP) which may have a potential conflict with the interest of theCompany at large. Prior Omnibus approval of the Audit Committee is obtained on yearlybasis for the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted were placed before the AuditCommittee and the Board of Directors for their approval on quarterly basis. The details ofRelated Party Transactions entered by the Company are disclosed in Form AOC-2 as perAnnexure "A".
The Policy on Related Party Transactions as approved by the Board ofDirectors is uploaded on the website of the Company viz.http://www.aiaengineering.com/finances /pdf/POLICYONRELATEDPARTYTRANSACTIONS.pdf.
CRISIL has reaffirmed both the Long Term and Short Term rating of theCompany as CRISIL AA+/Stable and CRISIL A1+ respectively.
Dun & Bradstreet Information India Private Limited (D & B) hasevaluated the Company during October 2020 and reassigned a Dun Bradstreet Rating of 5A Iwhich indicates that overall status of the Company is "Strong".
5. HUMAN RESOURCES:
The Company believes that one of its biggest asset is its humanresource. The Company believes that human resources contribute a lot towards the successof the organisation and hence the Company puts in a lot of emphasis in nurturing thisvaluable asset. An organisational culture that encourages employees for active andenergetic participation can go a long way towards the growth of the organisation and theCompany puts in all the necessary efforts to create such a culture.
The Company believes that manpower management is an art as well asscience. It is very important to understand and appreciate the finer points related to thedevelopment of human resources and must be pursued in a very scientificand organisedmanner. Right from creating a proper organisation structure planning of manpower needsdefining roles and responsibilities acquisition of appropriate talent optimal andeffective utilisation of the acquired talent nurturing of human resources and offeringthem a career map all these facets of talent management are being deployed by theCompany in an extremely scientific and structured manner.
The Company also hugely believes in team work and also realises thatthe synergy created by team work is much more compared to any individual brilliance. Whilethe Company normally encourages a lot of employee engagement activities round the year inorder to facilitate improvement of rapport of the employees across various functions anddevelopment of their creative skills this year had different sets of challenges.
Owing to the COVID19 pandemic the Company didn't promote theusual employee engagement activities during year team work was amply visible throughoutthe year while countering the challenges posed by the global pandemic.
For the Company health and safety of its employees has always been ofparamount importance. The Company had put in all possible efforts for the safety andhealth of its employees during the global pandemic. Adequate sanitisation fumigationimmunity drinks etc. were organised for the safety and wellbeing of its employees. TheCompany had also created a dedicated taskforce led by some senior executives in theorganisation to meet any health related challenges that any employee of the Company mightencounter because of the global pandemic.
The Company also puts in a lot of emphasis on the growth of theemployees through skill upgradation. The Company believes that it is imperative that everyemployee continuously looks at areas of improvement and ways of upgrading his skills.Training programs are designed and organised based on skill gap analysis andorganisational needs. While this year had its own sets of challenges in organizing shopfloor trainings the Company organised virtual training sessions for its employees toupgrade their technical and functional skills. Employee health and well being isconsidered of paramount importance and speakers are invited to deliver talks on thesesubjects as well.
Performance of an individual has always been considered as theyardstick for assessment and hence the organisational culture has always been veryobjective and performance driven. Accordingly the performance appraisal system has alsobeen very scientific result oriented and objective.
Continuous improvement has been the Company's mantra in all areasand HR practices is no exception. The Company engages and avails inputs from some of thetop names in the area of human resources to further improve upon various facets of HRpractices tools and systems. While the Company continues to strengthen its humanresources by adding competent professionals in the team the organisational fabric ofdedicated committed and loyal employees remains intact.
6. MATERIAL CHANGES TRANSACTIONS AND COMMITMENTS:
There are no material changes and commitments affecting the financialposition of the Company which have occurred between the close of financial year on 31March 2021 to which the financial statements relates and the date of this Report.
7. BUSINESS PROSPECTS:
The Company continues to invest its resources in furthering its marketshare in the High Chrome Mill Internal market worldwide with specific focus on high growthin the mining sector. Thus to a considerable extent the future growth prospects of theCompany are linked to making further inroads in mining industry.
The Company focuses on four mineral ore types that represent thebiggest pie of the mineral grinding space. These are Iron Platinum Gold and Copper.Annual replacement requirement of grinding media is estimated at around 2.5 Million tons.Of this less than 20% is currently converted to High Chrome while the balance is servedby forged grinding media. This represents a large potential opportunity to convert forgedgrinding media to High Chrome.
Your Company has adopted a three pronged approach for capitalising onthis opportunity offered by the mining segment. The first and primary focus area isapproaching various mines across the Globe on the basis of the Ware advantage and costsavings that is to say wherever the mining conditions are such that usage of HighChrome grinding media in place of forged grinding media can offer a considerable costsaving the Company approaches such mines with primary focus on such cost savings. Thesecond approach is focussed on the Down Process advantage that is to say thebenefits which the usage of High Chrome grinding media can offer in the beneficiationprocess which has the potential of reduction of consumption of certain expensive andenvironmentally harmful consumables/reagents and also improve the recovery of the finalore which is particularly relevant for copper and gold mines. Lastly the Company is alsooffering a unique High Chrome mill lining solution based on a in Patented design whichhas offers significant the form of improving grinding efficiency and therefore thethroughputs; andalsosignificant reduction in the power cost. Your Company believes thatwith the capability of offering such comprehensive solutions relating to grinding andcrushing in the mining space your Company is perhaps the only Company in the world whohas all such capabilities under one roof and is therefore now in a unique position so asto convert a significantly large portion of the opportunity offered by the mining spaceand get a prominent market share in longer term.
The Company has consciously made efforts to target multiple ores andspread its presence across all major mining centers like North America Latin America
Australia Africa and Far East Asia etc. thereby diversifying itsrisks significantly. On account of this downturn in any one commodity or political andother issues in any one country will not materially impact the Company. During last fewyears your Company has steadily increased its presence in the major mining groups acrossthe globe. Given the current lower level of penetration of High Chrome Consumables in themining segment as against the total requirement which is currently serviced by forgedmedia the Company has aggressive growth plans so as to capitalise upon the availableopportunity in the mining segment and the vision is to emerge as the leading globalsolution provider in this segment. While the main focus of the Company in mining segmentis outside India your Company also has a major share of the domestic mining demand andshall be able to capture incremental demand as and when the same arises.
The process of conversion of a mine from the conventional forgedgrinding media to High-Chrome grinding media involves significant engagement with thecustomers. A major portion of this exercise is required to be carried out at thecustomer's site in physical mode. Unfortunately the Covid-19 pandemic whose firstwave came last fiscal and whose second wave has been witnessed in the current fiscal hasimpacted the ability of your Company's personnel to travel to various mine sites andtherefore the process of new customer acquisition/customer conversion has slowed downconsiderably. Further while most of the mining sites across the globe have continuedtheir operations during the first as well as the second wave of Covid-19 pandemic thefact remains that the availability of customers' own staff is also negativelyimpacted and this is also delaying the process of new customer acquisition/conversion.However your Company is confident that hopefully if by the second/third quarter of thecurrent fiscal year 2021-22 the negative effect of the second wave of Covid-19 pandemicrecedes considerably and normal travel commences your Company will be able to again takeforward the process of new customer acquisition with full force. Thus the medium to longterm prospects for your Company remain absolutely intact.
Cement market continues to remain flat on a global basis as well as inIndia. Your Company is happy to inform that it continues to maintain market share andcontinues to make investments in new alloys designs and process improvements which willensure that it continues to be a preferred supplier to Cement Companies worldwide. Whilein near term due to Covid 19 impact the Cement demand is impacted over a medium tolonger term the Company is hopeful of seeing a resurgence of normal demand on the back ofoverall investment climate post the economic stimulus announced by the Governments of allmajor countries of the world. On the whole in near term your Company continues tobelieve that the overall production and sales will remain flat in this segment.
In the Utility sector (Coal Thermal Power Plants) which is drivenlargely by the domestic market your Company continues to enjoy a niche position. TheCompany will strive to maintain a steady growth rate in this particular segment matchingwith the rate at which the sector grows.
8. FUTURE EXPANSION:
The Company's current capacity stands at 390000 MT of annualproduction of High Chrome Mill Internals.
The Company has started implementing a greenfield facility at KeralaGIDC near Ahmedabad to manufacture
50000 MT of "Mill Linings" at a cost of Rs. 250 Crores andis estimated to be commissioned in 2nd half of 2021-22. In line with variousuncertainties emerging on account of Covid-19 Pandemic the Company has decided not tobreak ground on the second phase of the grinding media Greenfield capacity expansion of50000 MT at GIDC Kerala Ahmedabad this phase will be activated as thingsstabilise in terms of global Covid linked uncertainty. The Company plans to fund all aboveCapex from its internal cash accruals.
9. SUBSIDIARY COMPANIES:
Pursuant to the provisions of Section 129(3) of the Companies Act2013 a Statement containing salient features of Financial Statements of SubsidiaryCompanies in Form AOC-1 is given as Annexure "B". The Company will makeavailable the Annual Accounts of the Subsidiary Companies and the related detailedinformation to any member of the Company who may be interested in obtaining the same. TheAnnual Accounts of the Subsidiary Companies will also be kept open for inspection at theRegistered Office of the Company. The Consolidated Financial Statements presented by theCompany include financial results of its Subsidiary Companies.
The separate Audited Financial Statements in respect of each of theSubsidiary Companies are also available on the website of your Company at http://www.aiaengineering.com/financials.php
The Company has taken adequate insurance coverage of all its assets andinventories against various types of risks viz. fire floods earthquake cyclone etc.
11. INDUSTRIAL RELATIONS (IR):
The Company continues to maintain harmonious industrial relations.Company periodically reviews its HR policies and procedures to aid and improve the livingstandards of its employees and to keep them motivated and involved with the largerinterests of the organisation. The Company has systems and procedures in place to hear andresolve employees' grievances in a timely manner and provides avenues to itsemployees for their all-round development on professional and personal levels. All thesemeasures aid employee satisfaction and involvement resulting in good IndustrialRelations.
12. CORPORATE GOVERNANCE:
In line with the Company's commitment to good Corporate GovernancePractices your Company has complied with all the mandatory provisions of CorporateGovernance as prescribed in Regulations 17 to 27 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI LODR Regulations").
A separate Report on Corporate Governance and
Practicing Company Secretary's Report thereon is included as apart of the Annual Report.
13. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):
MDA covering details of operations International markets Research andDevelopment Opportunities and Threats etc. for the year under review is given as aseparate statement which forms part of this Annual Report.
14. RISK MANAGEMENT:
In compliance with the provisions of Regulation 21 of SEBI LODRRegulations the Board of Directors has constituted a Risk Management Committee. Thedetails of Committee and its terms of reference are set out in the Corporate GovernanceReport forming part of the Board's Report.
The Company has a robust Risk Management framework to identifyevaluate business risks and opportunities. Corporate Risk Evaluation and Management is anongoing process within the Organisation. The Company has a well-defined Risk Managementframework to identify monitor and minimizing/mitigating risks.
The Risk Management framework has been developed and approved by thesenior management in accordance with the business strategy. The key elements of theframework include:
Risk Measuring & Monitoring and
The implementation of the framework is supported through criteria forRisk assessment Risk forms & MIS.
(a) Vigil Mechanism / Whistle Blower Policy:
The Company has adopted a Vigil Mechanism/Whistle Blower Policy throughwhich the Company encourages various stakeholders to bring to the attention of SeniorManagement including Audit and Risk Management Committee any unethical behavior andimproper practice and wrongful conduct taking place in the Company. The brief details ofsuch vigil mechanism forms part of the Corporate Governance Report.
(b) Policy on protection of Women against Sexual
Harassment at Workplace:
In line with the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013 and Rules made thereunder the Company has adopted apolicy for the same. The brief details of the said policy form part of the CorporateGovernance Report of this Annual Report. The Company has not received any complaints inthis regard.
(c) Code of Conduct to Regulate Monitor and Report
Trading by Insiders:
SEBI Vide its Notification No. SEBI/LAD-NRO/GN/2018/59 dated 31December 2018 has amended the SEBI (Prohibition of Insider Trading) (Amendment)(Regulations) 2018the Board ofwhich is applicable from 1 April 2019. In Compliance withthe aforesaid notification of SEBI the Company has revised Model Code of Conduct ofInsider Trading Regulations to regulate monitor and report trading by DesignatedPerson(s) in order to protect the Investors' Interest. The details of the said Codeof Conduct forms part of the Corporate Governance Report.
(d) Policy for Business Responsibility
In pursuance of Regulation 34 of SEBI LODR Regulations top 1000companies based on market capitalisation (calculated as on March 31 of every financialyear) are required to prepare and enclose with its Annual Report a BusinessResponsibility Report describing the initiatives taken by them from an environmentalsocial and governance perspectives. A separate Report on Business Responsibility isannexed herewith as Annexure "C".
(e) Dividend Distribution Policy:
The Board of Directors had approved the Dividend Distribution Policy inline with SEBI LODR Regulations. The Policy is hosted on website of the Company athttp://www.aiaengineering.com/ finances/policy.php .
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
(a) Board of Directors and KMP:
The Board of Directors of the Company is led by the Independent Non Executive Chairman and comprises eight other Directors as on 31 March 2021 includingone Managing Director one Whole-Time Director four Independent Directors (including oneWoman Independent Director) and two Non-Executive Directors (other than IndependentDirectors).
All the Independent Directors of the Company have furnisheddeclarations that they meet the criteria of Independence as prescribed under the CompaniesAct 2013 and SEBI LODR Regulations.
During the year under review Mr. Rajan Harivallbhdas (DIN: 00014265)has been reappointed as an Independent Director for a second term of 5 (five) consecutiveyears with 24 September 2020.
Considering the integrity expertise and experience (including theproficiency) recommends the reappointment of the following Directors at the ensuingAnnual General Meeting:
Mrs. Bhumika Shyamal Shodhan (DIN: 02099400)
Non-Executive Non-Independent Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offered herself forre-appointment.
Mr. Bhadresh K. Shah (DIN: 00058177) will be reappointed as ManagingDirector for a period of 5 years from 1 October 2021 to 30 September 2026. TheBoard on recommendation of Nomination and Remuneration Committee has re-appointed him asa Managing Director for a period of 5 years from 1 October 2021 and proposed a resolutionfor members' approval at the ensuing Annual General Meeting.
As required under SEBI LODR Regulations amended from time to time theinformation on the particulars of the Directors proposed for re-appointment has been givenin the Notice of the Annual General Meeting.
During the year under review four Board Meetings and four AuditCommittee meetings were convened and held. The detail of composition of Audit Committee isas under:- Mr. Sanjay S. Majmudar Chairman Mr. Rajendra S. Shah Member
Mr. Bhadresh K. Shah Member
Mr. Rajan R. Harivallabhdas Member
All recommendations made by the Audit Committee during the year wereaccepted by the Board.
The details of Composition of other Committees and dates of themeetings are given in the Corporate Governance Report. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 and SEBI LODRRegulations.
(c) Committees of the Board of Directors:
In compliance with the requirement of applicable laws and as part ofthe best governance practice the Company has following Committees of the Board as on 31March 2021.
(i) Audit Committee
(ii) Stakeholders' Relationship Committee
(iii) Nomination and Remuneration Committee
(iv) Corporate Social Responsibility Committee
(v) Risk Management Committee
The details with respect to the aforesaid Committees are given in theCorporate Governance Report.
(d) Board Evaluation:
Pursuant to the provisions of the Companies Act
2013 and SEBI LODR Regulations the Board has carried out an evaluationof its own the Directors individually as well as the evaluation of the working of itsCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
(e) Familiarisation Program for Independent
The Independent Directors have been updated with their rolesrights and responsibilities in the Company by specifying them in their appointment letteralongwith necessary documents reports and internal policies to enable them to familiarisewith the Company's procedures and practices.
The Company has through presentations at regular intervalsfamiliarised and updated the Independent Directors with the strategy operations andfunctions of the Company and Engineering Industry as a Whole. The details of suchfamiliarisation programmes for Independent Directors is posted on the website of theCompany and can be accessed at http://www.aiaengineering.com/finances/corporategovernance.php.
(f) Nomination and Remuneration Policy :
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement Personnel and their remuneration. The Remuneration Policy is stated in theCorporate Governance Report which is a
Part of the Board's Report. The detailed Policy is placed on thewebsite of the Company at http://www.aiaengineering.com/finances/pdf/Nomination_Renumeration_Policy.pdf.
(g) Directors' Responsibility Statement:
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Clause (c) of Sub-Section (3) of Section 134 of theCompanies Act 2013 which states that
a) in the preparation of the Annual Accounts the applicable AccountingStandards have been followed along with proper explanation relating to materialdepartures;
b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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 that period;
c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) the Directors have prepared the Annual Accounts on a going concernbasis;
e) the Directors have laid down Internal Financial Controls to befollowed by the Company and that such Internal Financial Controls are adequate and wereoperating effectively; and
f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
B S R & Co. LLP Chartered Accountants of the Company have beenappointed as Statutory Auditors of the Company for a period of five years in 27thAnnual General Meeting of the shareholders of the Company held on 14 August 2017.
In accordance with the Companies Amendment Act 2017 enforced on 7May 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting.
The Report given by the Auditors on the Financial Statements of theCompany is part of this Report. There has been no qualification reservation adverseremark or disclaimer given by the Auditors in their Report.
The Cost Auditors has filed the Cost Audit Report for the FinancialYear ended 31 March 2020 within stipulated time frame.
The Board of Directors on the recommendation of the Audit Committee hasre-appointed Kiran J. Mehta & Co. Cost Accountants Ahmedabad as the Cost Auditors ofthe Company to audit the cost accounting records of the Company for the Financial Year
2021-22. As required under the Companies Act 2013 the remunerationpayable to the Cost Auditors is required to be placed before the members of the Companyfor Meeting. their ratification
Accordingly a resolution seeking members' ratification of theremuneration payable to Kiran J. Mehta & Co.Cost Accountants Ahmedabad is includedin the Notice convening the 31st Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. Tushar M. Vora Practicing Company Secretary (ACS-3459 CP No.1745) Ahmedabad to conduct a Secretarial Audit of the
Company's Secretarial and related records for the year ended 31March 2021.
The Report on the Secretarial Audit for the year ended 31 March 2021is annexed herewith as Annexure "D" to this Board's Report. Therewere no qualification/ observations in the Report.
18. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The additional information regarding conservation of energy technologyabsorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 isannexed herewith to this report.
19. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company prepared inaccordance with relevant Indian Accounting
Standards (Ind AS) viz. Ind AS-27 Ind AS-28 and Ind AS-
110 issued by the Ministry of Corporate Affairs form part of thisAnnual Report.
20. ANNUAL RETURN:
In accordance with the provisions of Section 92(3) of the Act AnnualReturn of the Company as on
31 March 2021 is hosted on the website of the Company athttp://www.aiaengineering.com/fiancial_ reports/ANNUALRETURN20_21.pdf
21. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the provisions of Section 135 of the Companies Act 2013 andRules made thereunder the amount required to be spent on CSR activities during the yearunder review is Rs. 1144.69 Lakhs and the Company has spent Rs. 1144.19 Lakhs duringthe Financial Year ended 31 March 2021. The shortfall of Rs. 0.50 Lakhs in the spendingduring the year under report will be transferred to the Fund specified under Schedule VIIof the Companies Act 2013 on or before 30 September 2021. The requisite details of CSRactivities carried by the Company pursuant to Section 135 of the Companies Act 2013 isannexed as Annexure "E".
The composition and other details of the CSR Committee is included inthe Corporate Governance Report which form part of the Board's Report.
22. PARTICULAURS OF EMPLOYEES:
The information required pursuant to Section 197 of Companies Act 2013read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company is annexed as Annexure "F".The statement containing particulars of employees as required under Section 197(12) of theAct read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate Annexure forming part of thisreport. Further the Report and the Accounts are being sent to the members excluding theaforesaid Annexure. In terms of Section 136 of the Act the said Annexure is open forinspection at the Registered Office of the Company. Any shareholder interested inobtaining a copy of the same may write to the Company Secretary.
23. ENVIRONMENT HEALTH AND SAFETY:
The Company is committed to health and safety of its employeescontractors and visitors. We are compliant with all EHS Regulations stipulated under theWater (Prevention and Control of Pollution) Act The Air (Prevention and Control ofPollution) Act The Environment Protection Act and the Factories Act and Rules madethereunder. Our mandate is to go beyond compliance standards and we have made aconsiderable improvement in this direction.
The "Environment Management System" and "OccupationalHealth & Safety Management System" of our grinding media foundries located atMoraiya and Kerala GIDC have been audited by Bureau Veritas (India) during February 2021for renewal of certification under the ISO 14001:2015 and upgradation from OHSAS18001:2007 to ISO 45001:2018 standards.
24. SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings.
Your Directors would like to express their appreciation for theassistance and co-operation received from the Company's customers vendors bankersauditors investors and Government bodies during the year under review. Your Directorsplace on record their appreciation of the contributions made by employees at all levels.
Your Company's consistent growth was made possible by their hardwork solidarity co-operation and support.
| ||For and on behalf of the Board |
| ||RAJENDRA S. SHAH |
|Place: Ahmedabad ||Chairman |
|Date: 25 May 2021 ||(DIN:00061922) |