The Members of Alliance Integrated Metaliks Limited
The Board of Directors are pleased to present the Company's Thirtieth (30th)Annual Report of the Company for the Financial Year ended March 31 2019.
The standalone financial statements* for the financial year ended March 31 2019forming part of this Annual Report have been prepared in accordance with the IndianAccounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
Key highlights of financial performance of your Company for the financial year 2018-19are provided below:
| || ||(Rupees in Lakh) |
|Particulars ||Standalone || |
| ||Financial Year ended March 31 2019 ||Financial Year ended March 31 2018 |
|Revenue from Operations ||9857.95 ||8275.92 |
|Other Income ||50.38 ||57.61 |
|Total Revenue ||9908.33 ||8333.52 |
|Total Expenses ||17857.10 ||15248.09 |
|Exceptional Items ||(10561.68) ||(12396.29) |
|Share of Profit/(Loss) of Associates and Joint Venture ||0 ||0 |
|Profit before Tax ||(18510.44) ||(19310.85) |
|Tax Expenses || || |
|(1) Current Tax ||0 ||0 |
|(2) Deferred Tax ||(907.03) ||(973.68) |
|(3) Income Tax/MAT reversal/provision ||(0) ||(0) |
|Net profit for the year ||(17603.41) ||(18337.18) |
|Other comprehensive (loss)/income for the year ||(7.31) ||6.31 |
|Total comprehensive income for the year ||(17610.73) ||(18330.87) |
|EPS ||(151.59) ||(157.91) |
*The Company held investment in ARGL Limited and ACIL Limited which was classified asassociates till March 16 2018 and August 8 2018 respectively. A corporate insolvencyresolution proceedings (CIRP) under the Insolvency Bankruptcy Code 2016 was initiatedagainst ARGL Ltd and ACIL Ltd. vide order of National Company Law Tribunal (NCLT) datedMarch 15 2018 and August 8 2018 respectively. Pursuant to this the Company has lostsignificant influence over the said companies and hence Companies are classified as nonassociate during the year as a result the results are not required to be consolidated.
OPERATIONS REVIEW AND THE STATE OF COMPANY'S AFFAIRS
The Company was established in the year 1989 by the name of B. S. Holdings and CreditLimited. The name of the Company was changed to Alliance Integrated Metaliks Limited(hereinafter referred to as "AIML") in the year 2004.
The Company has set up its Production facility to cater all types of Bridges Projectsof railways and NHAI and State road Projects. The operation set up facilitates variouspower projects Heavy Fabrication Structures and etc. The customer list of thecompany includes Delhi Metro Rail Corporation [DMRC] L & T BHEL AFCONS HCC DoosanPower Systems BGR Energy Systems Limited Gyatri Projects Ltd Ashoka Builcons LtdSadbhav Engineering Ltd S.P. Singla GTP Projects etc.
The registered office of the company is situated at D-15 Pamposh Enclave GreaterKailash-1 New Delhi DL-110048. The shares of the company are listed on BSE Limited.
The state of affairs of the Company is presented as part of the Management Discussionand Analysis Report forming part of this Annual Report.
During the period under review based on Standalone financial statements the Companyearned revenue from operations amounting to Rs. 9857.95 Lakhs as compared to Rs. 8275.92in the previous year. Loss after Tax stood at Rs. 17603.41 Lakhs as against Loss afterTax of Rs. 18337.18 Lakhs in the previous year.
CONSOLIDATED FINANCIAL STATEMENT
In pursuance of the provision of Section 129 (3) of Companies Act 2013 a company hasone or more subsidiaries or associate companies it shall in addition to standalonefinancial statements prepare a consolidated financial statement of the company and of allthe subsidiaries and associate companies in the same form and manner as that of its ownand in accordance with applicable accounting standards which shall also be laid beforethe annual general meeting of the company along with the laying of its financialstatement. Your Company held investment in ARGL Limited and ACIL Limited which wasclassified as associates till March 162018 and August 82018 respectively. A corporateinsolvency resolution proceedings (CIRP) under the Insolvency Bankruptcy Code 2016 wasinitiated against ARGL Ltd and ACIL Ltd. vide order of National Company Law Tribunal(NCLT) dated March 152018 and August 8 2018 respectively. Pursuant to this the Companyhas lost significant influence over the said companies and hence Companies are classfiedas non associate during the year as a result the results are not required to beconsolidated. However last year the company has presented the Consolidate Financialresults for the year ended on March 2018.
In view of losses incurred during the period under review the Board of Directors hasnot recommended any dividend on equity shares for the period ended March 31st2019.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As per Section 124(6) of the Companies Act 2013 read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 as amendedfrom time to time all the shares in respect to which dividend has remainedunclaimed/unpaid for a period of seven Consecutive year or more are required to transferin the name of IEPF but the company is not required to be transferred any amount to theIEPF established by the Central Government as the company has not declared any dividendfor any financial year.
TRANSFER TO RESERVES
Your Company has not transfer any amount under the head Reserve in the FinancialStatements for the Financial Year ended March 31 2019. Whereas the company has incurredlosses during the period and has transfer the amount under the head Retained Earnings inOther Reserves to the Financial Statements for the Financial Year ended March 31 2019 asprepared according to Indian Accounting Standards (Ind AS).
CAPITAL STRUCTURE OF THE COMPANY
The Share Capital Structure of the Company is categorised into two classes:-
|S. No. ||Particulars ||Equity Shares ||1% Non Cumulative Redeemable Preference Shares |
|1. ||Authorised Share Capital ||300000000 ||700000000 |
|2. ||Paid Up Share Capital ||116125000 ||650000000 |
|3. ||Value per Share ||10 ||10 |
During the period under review there was no public issue rights issue bonus issue orpreferential issue etc. during the year. The Company has not issued shares withdifferential voting rights sweat equity shares nor has it granted any stock options.
INDIAN ACCOUNTING STANDARDS 2015
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) and Ind AS hasreplaced the existing Indian GAAP prescribed under Section 133 of the Companies Act 2013read with Rule 7 of the Companies (Accounts) Rules 2014. The Company and its associateshas adopted Indian Accounting Standards ("Ind AS") from April 01 2016(transition date to Ind AS is July 01 2015) and the financial Statements have beenprepared in accordance with recognition and measurement principal of Indian AccountingStandards ("Ind AS") as prescribed under the Companies (Indian AccountingStandards) Rules 2015 as specified in section 133 of the Companies Act 2013.
The annexed financial statements comply in all material aspects with Indian AccountingStandards (Ind AS) notified under section 133 of the Companies Act 2013 (the Act)Companies (Indian Accounting Standards) Rules 2015 as amended from time to time andother relevant provisions of the Act.
CHANGE OF REGISTERED OFFICE
During the financial year under review registered office of the Company has beenshifted from 910 Ansal Bhawan 16 Kg Marg New Delhi-110001 to D-15 Pamposh EnclaveGreater Kailash-1 New Delhi-110048 w.e.f February 13 2019.
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.
Pursuant to Regulation 34 of the Listing Regulations and Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 executed with the StockExchanges the report on Management Discussion and Analysis the Report on CorporateGovernance and the requisite Certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance are provided in a separate sectionand forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that: a. in the preparation of the annual accounts theapplicable accounting standards have been followed along with proper explanation relatingto material departures; b. the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit and loss of the Company for that period; c. theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d.the Directors have prepared the annual accounts on a going concern basis; and e. theDirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating effectively; f. theDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The Company held investment in ARGL Limited and ACIL Limited which was classified asassociates till March 162018 and August 82018 respectively. A corporate insolvencyresolution proceedings (CIRP) under the Insolvency Bankruptcy Code 2016 was initiatedagainst ARGL Ltd and ACIL Ltd. vide order of National Company Law Tribunal (NCLT) datedMarch 15 2018 and August 8 2018 respectively. Pursuant to this the Company has lostsignificant influence over the said companies and hence Companies are classified as nonassociate during the year as a result the results are not required to be consolidated.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Financial year ended March 31 2019 Mr. Sanjiv Bhasin has resigned from theoffice of Director of the Company w.e.f.10th December 2018 and there was nochanges Key Managerial Personnel (KMPs) in the Company. Subsequently to the financialunder review Mr. Saurabh Kumar Jain has been appointed as Company Secretary of theCompany w.e.f. June 032019 Mr. Devinder Singh Sodhi and Mr. Gaurav Pabby have resignedfrom the office of the Independent Director of the Company w.e.f. 13th June2019 and 17th August 2019 respectively. The Board places on record itsappreciation for their continous support guidance and contribution during their tenure asDirectors on the Board of the Company.
The Board of Directors at its meeting held on August 31 2019 re-appointed Mr. DaljitSingh Chahal (DIN - 03331560) as Whole-time Director of the Company with effect fromDecember 02 2019 for a period of five years on the basis of recommendation of Nomination& Remuneration Committee and subject to approval of the shareholders at 30th AnnualGeneral Meeting.
In accordance with the provisions of Section 152 the Companies Act 2013 and theArticle of Association of the Company read with Companies (Appointment and Qualificationof Directors) Rules 2014 Mr. Mahesh Ochani (DIN: 01199650) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment. Thedetails as required under Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 regarding Mr. Mahesh Ochani are provided in the Notice ofthe 30th Annual General Meeting. The Board recommends his re-appointment A brief resume ofthe Director proposed to be appointed/ re-appointed highlighting their industry expertisein specific functional areas No of listed Companies in which they hold directorships isprovided in the notice forming part of the Annual Report.
As per requirement under the provisions of Section 178 of the Companies Act 2013 readwith Companies (Meeting of the Board and its powers) Rules 2014 and SEBI (ListingObligations and Disclosure Requirements) Requirements 2015 yours Company had adopted afamiliarisation programme for independent directors to familiarise them with the Companytheir role rights responsibilities in the Company nature of the industry in which theCompany operates business model management structure industry overview internalcontrol system and processes risk management framework functioning of various divisionsHR Management CSR activities etc.
Your company aims to provide its independence Directors insight into the Companyenabling them to contribute effectively. The Company arranges site visit for theDirectors giving them insight of various projects and Directors are also informed ofvarious developments relating to the industry on regular basis and are provided withspecific regulatory updates from time to time.
Details of the familiarization programme of the Independent Directors are available onthe website of the Company (URL: http://www.aiml.in/investors.php)
INDEPENDENT DIRECTORS DECLARATION
All the Independent Directors of the Company have given requisite declarations thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013 and Regulations 16 & 25 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015
The Board met Six(6)times during the period the details of which are provided in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 andSEBI Listing Regulations 2015.
As per SEBI(Listing Obligations and Disclosure Requirements) Regulations2015 theBoard evaluated the effectiveness of its functioning and that of the committees and ofindividual Directors by seeking their inputs on various aspects of Board/Committeegovernance such as the Board composition and structure effectiveness of board processesactive participation and contribution of directors in the Board/ Committee meetings andthe fulfilment of Directors obligation and their fiduciary responsibilities.
Further the Independent Directors at their meeting reviewed the performance of theBoard Chairman of the Board and of Non Executive Directors. The meeting also reviewed theco-ordination between the Company management and the Board which is required for the Boardto effectively and reasonably perform their duties.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the internalaudit function reports to the chairman of the Audit Committee and all significant auditobservations and corrective actions are presented to the Committee.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 134(3)(a) of the Companies Act2013 read withrule 12 of the Companies (Management and Administration)Rules 2014 extract of Annualreturn of the Company in form MGT-9 is attached as Annexure I to this report.
Whereas in pursuant to the Companies (Amendment) Act 2017 the act has madesubstitution under section 134(3) (a) of the Companies Act2013 to place the extract ofAnnual Return on the website of the Company (URL: http:/ /www.aiml.in/investors.php).
TRANSACTIONS WITH RELATED PARTIES
In accordance with Section 134(3) (h) of the Companies Act 2013 read with Rule 8(2) ofCompanies (Accounts) Rules 2014 the particulars of contracts or arrangements withrelated parties referred to in Section 188(1) of the Companies Act 2013 in theprescribed Form AOC-2 is attached as Annexure II to this Report.
STATUTORY AUDITORS AND THEIR REPORT
During the period under review M/s. Raj Gupta & Co. Chartered Accountants hasresigned as Statutory Auditors of the Company. Consequently the Board of Directors hadapproached M/s Arora & Choudhari Associates (Firm Registration No.003870N) CharteredAccountants to act as the Statutory Auditors of the Company to fill up casual vacancycaused due to the resignation of M/s. Raj Gupta & Co. The Board of Directors videtheir resolution dated 25th October2018 recommended Appointment of M/s Arora& Choudhari Associates Chartered Accountants as Statutory Auditors of the Company forthe Financial Year 2018-2019 and the same has approved their re-appointment till theensuring Annual General Meeting (i.e. 30th AGM) by Members through postalballot dated 4th December2018. The proposal for their re-appointment isincluded in the notice for Annual General Meeting sent herewith. The Company has receiveda consent letter from the statutory auditors for their appointment and a certificate fromthem that their re-appointment if made shall be in accordance with the conditions asprescribed under the Companies Act 2013 and that they are not disqualified forappointment.
The Auditor's Report does not contain any qualifications reservations or adverseremarks. The Report is attached hereto and is self-explanatory requiring no furtherelucidation.
There is no fraud in the Company during the financial statements ended 31st March2019this is also being supported by the report of the auditors of the Company as no fraud hasbeen reported in their audit report for the financial statements ended 31st March2019.
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s K. Rahul &Associates Practicing Company Secretaries has undertaken the Secretarial Audit of theCompany for the financial year 2018-19.
The observations of Secretarial Auditor of the Company in their Report for the FY endedMarch 31 2019 are self explanatory and the Report of the Secretarial Audit in Form MR-3for the period ended March 31 2019 is annexed as Annexure III to the Report.
SECRETARIAL COMPALIANCE REPORT
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 M/s K. Rahul & Associates CompanySecretaries in practice has given the Secretarial Compliance Report of the Company for thefinancial year 2018-19. The Report of the Secretarial Compliance in prescribed format forthe period ended March 31 2019 is annexed as Annexure IV to the Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Disclosure on particulars relating to loans guarantees or investments under section186 of the Companies Act 2013 have been provided as part of the financial statements.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014 regarding conservation of energytechnology absorption and foreign exchange earnings and outgo are attached as AnnexureV to this Report.
COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
The details of the membership and attendance at the meetings of the above Committees ofthe board are provided in the Corporate Governance Section of the annual report.
POLICY ON APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee of the Board has framed a policy for selection and appointment of Directors andsenior management personnel which inter alia includes the criteria for determiningqualifications positive attributes and independence of a Director(s)/Key managerialpersonnel and their remuneration. The nomination and remuneration policy is available onthe website of the Company (http://www.aiml.in/investors)
CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility Policy of the Company and therelated details for the period 2018-2019 are set out in Annexure VI of this reportas per the format prescribed in the Companies (Corporate Social Responsibility Policy)Rules 2014. The Composition of CSR committee and other related details are provided inthe Corporate Governance section forming part of this Report. The policy is available onthe website of the Company (http://www.aiml.in/investors).
The composition of Audit Committee of the Company as on 31.03.2019 are Mr. GauravPabby Independent Director as Chairman and Mr. Devinder Singh Sodhi Independent Directorand Mr. Mahesh Ochani Non-Executive Director as Members.
Subsequently to the financial year under review the Committee was furtherreconstituted due to resignation of Mr. Devinder Singh Sodhi dated June 14 2019 detailsare as under:
|Name of the Member ||Category ||Status |
|Mr. Gaurav Pabby* ||Independent Director ||Chairman |
|Mr. Mahesh Ochani ||Non Executive Director ||Member |
|Mrs. Anuradha Kapoor ||Independent Director ||Member |
* Mr. Gaurav Pabby has resigned from the position of directorship of the Company w.e.f.August 17 2019. All the recommendations made by the Audit Committee were accepted by theBoard of Directors during the financial year 2018-19.
The Company has in place a vigil mechanism in the form of Whistle Blower Policy. Itaims at providing avenues for employees to raise complaints and to receive feedback on anyaction taken and seeks to reassure the employees that they will be protected againstvictimization and for any whistle blowing conducted by them in good faith. The policy isintended to encourage and enable the employees of the Company to raises serious concernswithin the organization rather than overlooking a problem or handling it externally.
The Company is committed to the highest possible standard of openness probity andaccountability. It contains safe guards to protect any person who uses the Vigil Mechanismby raising any concern in good faith. The Company protects the identity of the whistleblower if the whistle blower so desires however the whistle blower needs to attend anydisciplinary hearing or proceedings as may be required for investigation of the complaint.The mechanism provides for a detailed complaint and investigation process.
If circumstances so require the employee can make a complaint directly to the Chairmanof the Audit Committee. The Company also provides a platform to its employees for havingdirect access to the Managing Director. The Company Secretary is the Compliance Officer.The confidentiality of those reporting violations is maintained and they are not subjectedto any discriminatory practice.
The Company has developed and implemented a Risk Management Policy. The details ofelements of risk are provided in the Management Discussion and Analysis section of thisAnnual Report.
ANTI SEXUAL HARASSMENT POLICY
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All women employees (permanent contractual temporarytrainees) are covered under this policy. During the period 2018-19 no complaints werereceived by the committee.
PARTICULARS OF EMPLOYEES
The details as required in terms of the provisions of Section 197 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areattached as Annexure VII to this Report. The Particulars of employees asrequired in terms of the provisions of Section 197 read with Rules 5 (2)& (3) of theCompanies (Appointment and Remuneration of Managerial Personnel)rules2014 are alsoincluded in Annexure VII to this Report.
During the period under review the Company has not accepted any deposits from publicmembers or employees under the Companies Act 2013 and as such no amount of principal orinterest on public deposits was outstanding as on the date of balance sheet.
SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders have been passed by any regulators or courts ortribunals impacting the going concern status and Company's operations in future.
DEMATERIALISATION AND LISTING
The equity shares of the Company are admitted to the depository system of NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). As on 31st March 2019 9242497 Equity Shares representing 79.59% of the EquityShare Capital of the Company are in dematerialized form. The Equity Shares of the Companyare compulsorily traded in dematerialized form as mandated by the Securities and ExchangeBoard of India (SEBI). The International Securities Identification Number (ISIN) allottedto the Company with respect to its Equity Shares is INE123D01016.
The Equity shares of the Company are listed on BSE Limited.
RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities & Exchange Board of India theReconciliation of Share Capital Audit was carried out on quarterly basis for the quarterended June 30th 2018 September 30th 2018 December 31st2018 and March 31st 2019 by a Company Secretary in Practice. The purpose ofthe audit was to reconcile the total number of shares held in National SecuritiesDepository Limited (NSDL) Central Depository Services (India) Limited (CDSL) and inphysical form with respect to admitted issued and paid up capital of the Company.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSELimited where the equity shares of the Company are listed.
During the period under review the relations between the Management and the workmenwere highly cordial. Human resources initiatives such as skill up gradation trainingappropriate reward & recognition systems and productivity improvement were the keyfocus areas for development of the employees of the Company.
Your Company always endeavors to promptly respond to shareholders' requests/grievances.Each and every issue raised by the shareholders is taken up with utmost priority and everyeffort is made to resolve the same at the earliest. The Stakeholders RelationshipCommittee of the Board periodically reviews the status of the redressal of investors'grievances.
Your Directors wish to place on record the sincere and dedicated efforts of all theemployee of the Company. Your Directors also take this opportunity to offer their sincerethanks to the Financial Institutions Banks and other Government Agencies valuedcustomers and the investors for their continued support co-operation and assistance.
| ||By Order of the Board |
| ||For Alliance Integrated Metaliks Limited |
| ||sd/- |
| ||Mahesh Ochani |
|Date : August 31 2019 ||DIN: 01199650 |
|Place : New Delhi ||Chairman |