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Airo Lam Ltd.

BSE: 535016 Sector: Others
NSE: AIROLAM ISIN Code: INE801L01010
BSE 05:30 | 01 Jan Airo Lam Ltd
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Airo Lam Ltd. (AIROLAM) - Director Report

Company director report

To

The Members

Airo Lam Limited

The Board of directors of your Company is pleased in presenting the Eleventh (11th)Annual Report of your Company together with the Audited Financial Statements for theperiod ended 31st March 2018.

Initial Public Offer (.IPO) & Listing at NSE (Emerge):

During the year pursuant to the approval of Members of the company at theirExtra-Ordinary General Meeting held on 07th June 2017 the Company approached the CapitalMarket with an Initial Public Offer 4002000 (Forty Lakhs Two Thousand) Equity Shares OfCompany Of Face Value of Rs 10 Each Fully Paid for Cash at a Price Of Rs.38/- Per EquityShare ("The Issue Price") (Including a Share Premium of Rs 28 Per Equity Shareaggregating Rs.1520.76 Lakhs ("The Issue") By Our Company of Which 210000equity Shares of Rs.10/- Each fully paid up was reserved for subscription by Market Makerto the issue ("Market Maker Reservation Portion"). The Issue less the MarketMaker Reservation Portion i.e. issue of 3792000 Equity Shares Of Rs 10 Each Fully Paidup is hereinafter referred to as The "Net Issue". The Issue and The Net Issuewas Constitute 26.67 % and 25.28% respectively of the post Issue paid up Equity ShareCapital of the Company. The Issue has received 5434 applications constituting to122166000 number of Shares resulting in 30.53 times subscription (including reservedportion of Market Maker). The Basis of Allotment was finalized in consultation with theDesignated Stock Exchange National Stock Exchange of India Limited on October 03 2017. Inresponse to the company's application the National Stock Exchange of India Limited (NSE)has given its final approval for listing and trading of 4002000 (Forty Lakhs twoThousand) of Rs.10/- each on NSE e- Merge (SME Emerge Platform) of NSE effective October06 2017.

Financial Results:

(Amount in Lakhs)

Particulars Current Year Ended on 31/03/2018 Previous Year Ended on 31/03/2017
Income from operations 9314.70 7085.91
Other Income 22.74 60.66
Total 9337.44 7146.57
Profit before depreciation taxation & 658.08 462.93
Extraordinary Items
Less: Depreciation & amortization 167.22 180.23
Less: Provision for Tax 170.13 108.89
Less: Deferred Tax (7.53) (15.20)
Less: Prior period Tax adjustment 3.10 Nil
Profit/(Loss) After Tax 325.17 189.01
Add: Balance brought forward from 977.95 805.28
previous year
Surplus available for appropriation 753.12 977.95
ADDroDriations:
General Reserves Nil Nil
Less: Proposed Dividend Nil Nil
Less: Tax on Dividend Nil Nil
Accelerated depreciation on fixed asset Nil Nil
Securities Premium 1265.86 200.00
Balance Carried to Balance Sheet 2018.98 1177.95

Dividend:

Your Directors do not recommend any dividends so as to conserve the resources of thecompany for future needs for the year 2017-18.

Present Operations and Future Prospects:

During the year under review the Company has generated revenue total revenue of Rs.9314.70 Lakhs as against Rs. 7085.91 Lakhs during the previous financial year. The netprofit after tax for the year under review has been Rs. 325.17 as against Rs. 189.01during the previous financial year. Your Directors are continuously looking for the newavenues for future growth of the Company and expect more growth in future period.

A detailed analysis of the financial results is given in the Management Discussion andAnalysis Report which forms part of this report.

Share Capital:

> Authorised Capital:

1. The Company has increased the authorised share capital from Rs. 50000000 (Rs. 5Crore) to Rs. 160000000 (Rs. 16 Crore) vide Ordinary Resolution passed by the membersat the Extra Ordinary General Meeting held on 1st May 2017.

Thus authorised capital of the Company as on 31st March 2018 is Rs.

160000000.

> Subscribed & Paid up Capital:

1. The Company has allotted 5500000 Bonus Shares in the ratio of 1:1 at the BoardMeeting held on 11th August 2017.

2. Further the Company has allotted 4002000 Equity Shares by way of Initial PublicOffer at the Board Meeting held on 4th October 2017.

Thus paid up capital of the Company as on 31st March 2018 is 150020000.

Material Changes:

Your Company has raised funds amounting to Rs. 152076000 from public through initialpublic offering (IPO). The issue was open from 25th September 2017 to 27thSeptember 2017. Also the Issue was oversubscribed by 31 times (approximately) in total.The Company has issued 4002000 shares of Face Value of Rs. 10 with premium of Rs. 28 toPublic through Public Issue in the month of October 2017. The Company is Listed on EmergePlatform i.e. Emerge Platform of National Stock Exchange of India.

Conservation Of Energy. Technology Absorption. Foreign Exchange Earnings And Outgo:

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished

(A) Conservation of energy:

Steps taken / impact on conservation of energy with special reference to thefollowing:

(i) steps taken by the company for utilizing alternate sources of energy includingwaste generated :NIL

(B) Technology absorption:

(i) Company's products are grown by using in-house know how and no outside technologyis being used for operational activities. Therefore no technology absorption is required.

(ii) The Company has not incurred any expenditure on research and Development.

(C) Foreign exchange earnings and outgo:

Particulars Amount (In Rs.)
Foreign Exchange earned in terms of actual inflows during the year 137365088/-
Foreign Exchange outgo during the year in terms of actual outflows 142061920/-

Risk Management:

The Company has framed a sound Risk Management Policy to identify and evaluate businessrisks and opportunities and the same has become integral part of Company's day to dayoperations. The key business risks identified by the Company are as follows viz. IndustryRisk Management and Operations Risk Market Risk Government Policy risk Liquidity riskand Systems risk. The Company has in place adequate mitigation plans for the aforesaidrisks.

Particulars of Loans Guarantees or Investments Made Under Section 186 Of The CompaniesAct 2013:

Loans guarantees and investments covered under the provisions of Section 186 of theCompanies Act 2013 form part of the notes to the Financial Statements provided in thisAnnual Report.

Related Party Transactions:

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is enclosed asAnnexure.

Board of Directors:

In accordance with the provisions of the Companies Act 2013 and in terms of the

Memorandum and Articles of Association of the Company Mr. Pravinbhai

Amichandbhai Patel Director liable to retires by rotation and he is eligible forreappointment.

Board Evaluation:

> Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board isunder process of carrying an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and stakeholders Grievance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

Meetings:

> During the year 2017-2018 16 (Sixteen) Board Meetings were held as against theminimum requirement of 4 meetings. The dates on which the meetings were held are05/04/2017 12/05/2017 15/05/2017 05/06/2017 28/06/2017 17/07/2017 11/08/201707/09/2017 14/09/2017

04/10/2017 14/11/2017 17/11/2017 11/12/2017 29/12/2017 16/01/2018 27/03/2018.

> The required particulars of various Committees are stated in the CorporateGovernance Report attached herewith.

Declaration by Independent Directors:

The following directors are appointed as independent directors in terms of Section149(6) of the Act and SEBI (Listing Obligations and Disclosure requirements) Regulations2015;

1. Mr. Mahendrabhai Amichandbhai Patel

2. Mr. Manilal Kanjibhai Patel

3. Mrs. Mamtabahen Premanshu Patel

The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Annual Return:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure -A and the same is attached to this Report.

Subsidiary Joint Venture and Associate Company:

The company has no subsidiary company Joint Venture Company or Associate Company.

Deposits:

The Company has not accepted deposits from new deposit lender(s) during the year underreview.

Auditors:

> Statutory Auditor:

M/s Piyush J. Shah & Co. Chartered Accountants Ahmedabad were appointed as thestatutory auditors of the Company at the Annual General Meeting of the Company to holdoffice till next Annual General Meeting. As required under Listing Regulations theauditors have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.

> Secretarial Audit:

Vickey Patel Practising Company Secretary was appointed to conduct the SecretarialAudit of the Company for the year 2017-18 as required under Section 204 of the CompaniesAct 2013 and Rules there under. The secretarial audit report does not contain anyqualification reservation or adverse mark.

Observations of Auditor:

There is no qualifications reservations or adverse remarks made by the Auditors.Change in the Nature of Business:

There is no Change in the nature of the business of the Company during the year.

Internal Control System and their adequacy:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorised recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal management of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

Management Discussion and Analysis:

The Management Discussion and Analysis Report is appended as Annexure - D to thisReport.

Place: Prantij By Order of Board of Directors
Date: 30.08.2018 For Airo Lam Limited
CIN: L20211GJ2007PLC052019
Registered office: Pravinbhai N. Patel Sureshbhai H. Patel
Survey No. 355 Chairman WTD
Nananpur Road DIN: 01840244 DIN: 02223842
N.H. No. 8 Dalpur
Prantij - 383120
Gujarat India.