Airo Lam Limited
The Board of directors of your Company is pleased in presenting theFourteenth (14th) Annual Report of your Company together with the Audited FinancialStatements for the period ended 31st March 2021.
(Amount in Lakhs)
|Particulars ||Current Year Ended on 31/03/2021 ||Previous Year Ended on 31/03/2020 |
|Income from operations ||13327.75 ||10638.53 |
|Other Income ||83.33 ||91.53 |
|Total ||13411.08 ||10730.06 |
|Profit before depreciation taxation & Extraordinary Items ||1006.59 ||800.03 |
|Less: Depreciation & amortization ||234.80 ||164.49 |
|Less: Provision for Tax ||60.54 ||171.14 |
|Less: Deferred Tax ||165.73 ||(13.36) |
|Less: Prior period Tax adjustment ||- ||- |
|Profit/(Loss) After Tax ||545.52 ||477.77 |
|Add: Balance brought forward from previous year ||1653.70 ||1175.93 |
|Surplus available for appropriation ||2199.22 ||1653.70 |
|Appropriations: || || |
|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 ||3468.29 ||2922.77 |
Your Company took several initiatives during the last financial yearthat helped in achieving and consolidating growth in production and sales volumes. Yourcompany tried to increase the sales in the product being manufactured and marketedin-house.
During the year under review the Company had a standalone revenue fromoperations of Rs. 13327.75 Lakhs (previous year Rs. 10638.53 Lakhs). Total earningsbefore tax depreciation and finance cost was Rs. 1240.55 Lakhs against Rs. 969.56 Lakhsin the previous year. The Company's Profit before exceptional items and tax was Rs. 771.79Lakhs which was Rs. 635.54 Lakhs in the Previous Year. The Company had Net Profit of Rs.545.52 Lakhs during current year (Previous year Profit Rs. 477.77 Lakhs). The Basic andDiluted EPS of the Company for FY 2020-21 is Rs. 3.64 and Rs. 3.64 respectively.
During the year under review the Company had consolidated revenue ofRs. 13327.75 Lakhs. The Company's consolidated net profit after tax stood at Rs. 545.52Lakhs.
AMOUNT TRANSFERRED TO RESERVES IF ANY:-
No amount was transferred to reserves during the year under review.
Your Directors do not recommend any dividends so as to conserve theresources of the company for future needs for the year 2020-21.
CHANGE IN NATURE OF BUSINESS:-
No change in the nature of Business of the Company during the periodunder review.
During the year under review the Company has not accepted/ reneweddeposit from public/ shareholders as per the applicable provisions of the new CompaniesAct 2013 and Companies (acceptance of Deposits) Rules 2014. There is no overdue depositas on 31st March 2021.
SUBSIDIARY JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-
The Company has following Associate Company:
|Sr. No Name of the Subsidiary/JV/Associate ||Nature ||Business |
|1 Airolam Asia Pacific Co. Ltd ||Associate ||Trading of plywood and veneer sheets |
Further a statement containing salient features of the financialstatements of our associate company in the prescribed format AOC-1 is appended as"Annexure-B" to the Board's Report. The statement also provides the details ofperformances financial position of our associate concern.
The Company does not have any Joint Venture & Subsidiary Companies.
A separate report on Corporate Governance Compliance as stipulated inRegulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") forms part of the Director's Report.
The Company has in place an Audit Committee in terms of requirements ofthe Act read with rules framed thereunder and Listing Regulations. The details relating tothe Audit Committee are given in the Corporate Governance Report forming part of thisreport. The recommendations of Audit Committee were duly accepted by the Board ofDirectors.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
As per Listing Regulations the Management Discussion and Analysis isappended to this report. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
1. Resignation / Cessation
During the year under review none of the Directors or KMPs resignedfrom the Company.
During the year under review none of the Directors or KMPs wasappointed.
3. Retirement by Rotation
At the ensuing Annual General Meeting Mr. Hardikkumar Prafulbhai Patelwho retires by rotation and being eligible offers themselves for re-appointment.
There being no other changes in Directorship or KMPs of the Companyduring the year under review.
The details of Directors seeking appointment re-appointment at theensuing Annual General Meeting has been provided in the Notice of the Annual GeneralMeeting forming part of the Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:-
Pursuant to the requirement of Section 134 (5) of the Companies Act2013 ("Act") and based on the representations received from the operatingmanagement the Directors hereby confirm:
that in the preparation of Annual Accounts the applicableAccounting Standards had been followed and that no material departures have been made fromthe same.
that they had selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the profit or loss of the Company for that period.
that they had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
that they had prepared the Annual Accounts on a going concernbasis.
that the Company had adequate internal systems and controls inplace to ensure compliance of laws applicable to the Company.
that the Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:-
All the Independent Directors have given declaration to the Companystating their independence pursuant to Section 149(6) of the Companies Act 2013 and therehas been no change in the circumstances which may affect their status as independentdirector during the year.
The Board of Directors duly met 10 (Ten) times respectively on04.06.2020 09.07.2020 27.07.2020 29.08.2020 02.09.2020 05.10.2020 12.11.202001.12.2020 05.02.2021 and 26.03.2021 in respect of which meetings proper notices weregiven and the proceedings were properly recorded and signed. The details of the BoardMeetings and the attendance of the Directors are provided in the Corporate GovernanceReport attached hereto which forms part of this Report.
The Companies Act 2013 states that a formal annual evaluation needs tobe made by the Board that of its committees and individual Directors. Schedule IV to theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the Director being evaluated. TheBoard works with the Nomination & Remuneration Committee to lay down the evaluationcriteria for the performance of Executive/ Non- Executive/ Independent Directors.
The evaluation of all the Directors Committees and the Board as awhole was conducted based on the criteria and framework adopted by the Board and resultsof the evaluation is satisfactory and adequate and meets the requirements. The Boardapproved the evaluation results as collated by the Nomination & RemunerationCommittee.
DETAILS OF COMMITTEE OF DIRECTORS:-
Composition of Audit Committee of Directors Nomination andRemuneration Committee of Directors Stake Holders Relationship/ Grievances Committee ofDirectors and Corporate Social Responsibility Committee number of meetings held of eachCommittee during the Financial year 2020-21 and meetings attended by each member of theCommittee as required under the Companies Act 2013 are provided in Corporate GovernanceReport and forming part of the report.
A Nomination and Remuneration Policy has been formulated pursuant tothe provisions of Section 178 and other applicable provisions of the Companies Act 2013and Rules thereto stating therein the Company's policy on appointment and remuneration ofDirectors and Key Managerial Personnel which was approved and adopted by the Board ofDirectors.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:-
The particulars regarding conservation of energy technology absorptionand Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as"Annexure C".
EXTRACT OF ANNUAL RETURN:-
The extracts of Annual Return pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in "Annexure - A" and the same is attached to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:-
In order to ensure that the activities of the Company and its employeesare conducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behaviour the Company has adopted a VigilMechanism/Whistle Blower Policy. This policy is explained in corporate governance reportand also posted on the website of company i.e. https://airolam.com/investor-relation/.
CORPORATE SOCIAL RESPONSIBILITY:-
The Corporate Social Responsibility Committee (CSR Committee) hasformulated and recommended to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company which has been approvedby the Board. The CSR Policy may be accessed on the Company's website at the linkhttps://airolam.com/investor-relation/.
The Average Net Profits of the Company for the last three financialyears is Rs. 57470250/- and accordingly the prescribed CSR expenditure during thefinancial year 2020-21 was Rs. 1149405/- (i.e. 2% of the Average Net Profits of theCompany for the last three financial years). The Company had undertaken to spend an amountof Rs. 1537813/- during the financial year 2020-21 against the mandatory requirement ofRs. 1149405/-.
However due to disruption of COVID-19 pandemic nationwide lockdownand traveling restriction the Company could spend Rs. 12500/- towards CSR during thefinancial year 2020-21 and Rs. 1525313/- remained unspent. Pursuant to the provisions ofSection 135(5) of the Companies Act 2013 the unspent CSR amount has been transferred tounspent Corporate Social Responsibility account.
The Annual Report on CSR activities is annexed as"Annexure-D" to this Report.
M/s Piyush J. Shah & Co. Chartered Accountants Statutory Auditorsof the Company were appointed as statutory auditors of the Company for a period of fiveyears from the financial year 2021-22 till the financial year 2025-26. Pursuant to theprovisions of section 139(1) of the
Companies Act 2013 and the Rules framed there under it is proposed tore-appoint M/s Piyush J. Shah & Co. Chartered Accountants as Statutory Auditors ofthe Company for further period of five years from the conclusion of the forthcoming AGMtill the conclusion of Annual General Meeting to be held for the financial year 2030-31 ofthe Company at such remuneration plus GST out-of pocket travelling and living expensesetc. as may be mutually agreed between the Board of Directors of the Company and the saidAuditors.
The Company has received letters from M/s Piyush J. Shah & Co.Chartered Accountants to the effect that their appointment if made would be within theprescribed limits under Section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified from being appointed as Statutory Auditors of the Company.
COMMENTS ON AUDITORS' REPORT:-
There is no adverse comment in the Auditors' Report which requires anyfurther explanation. SECRETARIAL AUDITOR:-
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 Vickey Patel Practising Company Secretary a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company for FY 2020-21.The Secretarial Audit Report is appended to this report as "Annexure E".
COMMENTS ON SECRETARIAL AUDITORS' REPORT:-
There is no adverse comment in the Secretarial Auditors' Report whichrequires any further explanation.
COST AUDITORS AND COST RECORD:-
Your Company was not required to appoint cost auditor of the Companyfor FY 2020-21.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:-
No guarantees were given. Details of Loans guarantees and investmentscovered under the provisions of Section 186 of the Companies Act 2013 form part of thenotes to the Financial Statements provided in this Annual Report.
RELATED PARTY TRANSACTIONS (RPT):-
Related party transactions that were entered during the financial yearwere on an arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions with the Company's Promoters DirectorsManagement or their relatives which could have had a potential conflict with theinterests of the Company. Transactions with related parties entered by the Company in thenormal course of business are periodically placed before the Audit Committee for itsomnibus approval and the particulars of contracts entered during the year as per FormAOC-2 is enclosed as "Annexure - F".
INTERNAL CONTROL SYSTEMS:-
The Company has adequate system of internal control to safeguard andprotect from loss unauthorized use or disposition of its assets. All the transactions areproperly authorised recorded and reported to the Management. The Company is following allthe applicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal 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.
The Company has framed a sound Risk Management Policy to identify andevaluate business risks and opportunities and the same has become integral part ofCompany's day to day operations. The key business risks identified by the Company are asfollows viz. Industry Risk Management and Operations Risk Market Risk Government Policyrisk Liquidity risk and Systems risk. The Company has in place adequate mitigation plansfor the aforesaid risks.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:-
There have been no material changes and commitments if any affectingthe financial position of the Company which have occurred between the ends of thefinancial year of the Company to which the financial statements relate and the date of thereport.
SIGNIFICANT AND MATERIAL ORDERS:-
There are no material orders passed by Regulators Courts or Tribunalsimpacting the going concern status and company's operations in future.
REPORTING OF FRAUD:-
There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and/or Board undersection 143(12) of Act and Rules framed thereunder.
DISCLOSURE OF ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR:-
No Commission was drawn by the Managing Director during the financialyear.
The relationship with the workmen and staff remained co-ordial andharmonious during the year and management received full cooperation from employees.
Statements in the Boards' Report and the Management Discussion andAnalysis describing the Company's objectives explanations and predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement. Important factors that couldinfluence the company's operations include: global and domestic demand and supplyconditions affecting selling prices new capacity additions availability of criticalmaterials and their cost changes in government policies and tax laws economicdevelopment of the country and other factors which are material to the businessoperations of the Company.
Your Directors place on record their sincere appreciation for thecontinuous support and cooperation received from the Business Associates includingvendors customers and Banks. Your Directors greatly appreciates overwhelming cooperationdedication commitment and contribution made by employees at all levels and look forwardfor their continued support in future as well. Your Directors would also wish to place onrecord their gratitude to the shareholders for having faith on the management of theCompany.
|Place: Prantij ||By Order of Board of Directors || |
|Date: 16.06.2021 ||For Airo Lam Limited || |
| ||CIN:L20211GJ2007PLC052019 || |
| ||Sd/- ||Sd/- |
|Registered office: ||Pravinbhai N. Patel ||Sureshbhai H. Patel |
|Survey No. 355 ||Chairman & MD ||Whole-Time Director |
|Nananpur Road ||DIN:01840244 ||DIN:02223842 |
|N.H. No. 8 Dalpur || || |
|Prantij - 383120 || || |
|Gujarat India. || || |