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Airo Lam Ltd.

BSE: 535016 Sector: Others
NSE: AIROLAM ISIN Code: INE801L01010
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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 Thirteenth (13th)Annual Report of your Company together with the Audited Financial Statements for theperiod ended 31st March 2020.

Financial Results:

(Amount in Lakhs)

Particulars Current Year Ended on 31/03/2020 Previous Year Ended on 31/03/2019
Income from operations 10638.53 11188.08
Other Income 91.53 85.76
Total 10730.06 11273.83
Profit before depreciation taxation & 800.03 773.83
Extraordinary Items
Less: Depreciation & amortization 164.49 176.13
Less: Provision for Tax 171.14 171.81
Less: Deferred Tax (13.36) 3.08
Less: Prior period Tax adjustment - -
Profit/(Loss) After Tax 477.77 422.81
Add: Balance brought forward from 1175.93 753.12
previous year
Surplus available for appropriation 1653.70 1175.93
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 1269.07 1269.07
Balance Carried to Balance Sheet 2922.77 2445.00

Dividend:

Your Directors do not recommend any dividends so as to conserve the resources of thecompany for future needs for the year 2019-20.

State of Company's Affairs & Future Outlook:

During the year under review the Company has generated revenue total revenue of Rs.10638.53 Lakhs as against Rs. 11188.08 Lakhs during the previous financial year. The netprofit after tax for the year under review has been Rs. 477.77 Lakhs as against Rs. 422.81Lakhs during the previous financial year. Your Directors are continuously looking for thenew avenues 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.

COVID-19:

Due to outbreak of COVID-19 globally and in India the Company's management has madeinitial assessment of likely adverse impact on business and financial risks on account ofCOVID-19. It is well appreciated that the situation as well as its assessment iscontinuously evolving and the way ahead is to avoid living in denial leading to acceptance& pro-active measures. The Company's management currently believes that the impact islikely to be short term in nature. Given the severity of impact this financial year islikely to get affected but also given the measures from Government and inherentresilience in Indian Economy next year onwards are expected to show normal growthscenarios. Accordingly at present the management does not see any medium to long termrisks in the Company's ability to continue as a going concern and meeting its liabilitiesas and when they fall due and compliance with the debt covenants as applicable.

Share Capital:

Your company has not changed its Share capital during the year under review.

Material Changes:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred during the financial year.

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 Rs. 186608545/-
Foreign Exchange outgo during the year in terms of actual outflows Rs. 135004457/-

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.

Corporate Social Responsibility:

The Corporate Social Responsibility (CSR) activities undertaken by your Company can bebroadly categorized in to various areas viz. Promoting Education Animal Welfare Art& Culture Rural development projects .

Your Company has carried out CSR activities and spent the requisite amount as requiredby law through group managed registered trusts authorized to carry out such activities asstipulated vide the provisions of Section 135 read with Schedule VII to the Act and thegroup CSR policy.

Further the total amount spent by the Company on CSR during the financial year is Rs.525769/-. Due to outbreak of COVID-19 pandemic and consequent nationwide lockdown theCompany was not able to spend the amount of Rs. 388408/- which was scheduled to be spentin March 2020.

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy)Rules 2014 is furnished in Annexure- E and attached to this report.

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 - F.

Board of Directors:

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Mr. Sureshbhai Hansarajbhai Patel(DIN: 02223842) Directors liable to retires by rotation and he is eligible forreappointment.

Changes in Directors and Key Managerial Personnel:

Name of Director /KMP Designation Date of appointment/ Change in Designation Date of resignation
1 Mr. Mahendrabhai A. Patel Independent Director 21/05/2019

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 2019-2020 12 (Twelve) Board Meetings were held as against theminimum requirement of 4 meetings. The dates on which the meetings were held are04/04/2019 10/04/2019 21/05/2019 25/05/2019 20/06/2019 26/06/2019 02/08/201918/10/2019 11/11/2019 14/11/2019 29/02/2020 & 12/03/2020.

• 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. Mrs. Mamtabahen Premanshu Patel

2. Mr. Manilal Kanjibhai Patel

3. Mr. Mehulbhai Jayantibhai 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.

Extract of Annual Return:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure -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 2019-20 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 financialyear 2019-20.

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: 27.07.2020

For Airo Lam Limited

CIN: L20211GJ2007PLC052019

Sd/- Sd/-
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.

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