To
The Members
Your Directors have pleasure to present the 44th Annual Report on the business and operations of your Company along with the Financial Statements for the year ended 31st March, 2024.
1. FINANCIAL RESULTS AND STATE OF AFFAIRS:
COMPANY PERFORMANCE
The financial statements have been prepared as per the IND-AS prescribed by the Institute of Chartered Accountants of India (ICAI).
During the year under review, your Company has achieved a turnover of T 34777.57 Lakh against T 31329.21 Lakh during previous year. The Company has reported a Profit after tax of T 786.06 Lakh as against T 954.68 Lakh during previous year.
During the year under review production of AC Pipes and AC Sheets was 57794 Metric Tons and 172865 Metric Tons respectively.
TRANSFER TO GENERAL RESERVES
During the financial year under review there was no transfer to General Reserve by the Company.
DIVIDEND
Your Directors are pleased to recommend payment of a final Dividend of 1% i. e. Re. 0.05 per equity share on the fully paid-up Equity Shares of Rs. 5/- each for the financial year 2023-24 subject to approval of shareholders at the ensuing Annual General Meeting.
CREDIT RATING
Infomerics Valuation and Rating Pvt. Ltd. has assigned below credit ratings to the Company:
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the Section 124 and other provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), all unpaid or unclaimed dividends that are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In compliance with the aforesaid provisions, the Company has transferred the following unclaimed and unpaid dividends and shares to IEPF as follows:
SHARES CAPITAL
a. The Company has not bought back any of its securities during the year under review.
b. The Company has not issued any Sweat Equity Shares during the year under review.
c. The Company has not issued Bonus Shares during the year under review.
The Authorized Share Capital of the Company has increased from t 61,00,00,000 /- (Rupees Sixty-One Crore only) divided into 10,00,00,000 (Ten Crore) Equity Shares of t 5/- (Rupees Five only) each and 11,00,000 (Eleven Lakh) redeemable Preference Shares of t100 (Rupees Hundred only) each to t 90,00,00,000 /- (Rupees Ninety Crore only) divided into 10,00,00,000 (Ten Crore) Equity Shares of t 5/- (Rupees Five only) each and 40,00,000 (Forty Lakh) redeemable Preference Shares of t100 (Rupees Hundred only) each, by creation of additional 29,00,000 (Twenty Nine Lakh) redeemable Preference shares of t 100/- (Rupees Hundred only) each ranking pari passu with the existing redeemable Preference share of the Company and consequent to above said increase in the authorized equity share capital, Clause V of the Memorandum of Association of the Company is also altered on 04.12.2023.
The Company has issued 5,50,000 Redeemable Preference Shares of Rs. 100/- each during financial year 2023-24.
The paid up Equity Share Capital as on 31st March, 2024 is Rs. 53,65,72,000 (Rupees Fifty Three Crore Sixty Five Lakh Seventy-Two Thousand Only) divided into 8,52,91,400 Equity Shares of Rs. 5/- each and 11,01,150 preference shares of Rs. 100/- each.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
DIRECTORS / KEY MANAGERIAL PERSONNEL- APPOINTMENT, RE-APPOINTMENT & RESIGNATION
Presently, the Company's Board comprises of 8 (Eight) Directors, The Board has 4 (Four) Executive Director which includes Managing Director & 3 (Three) Whole Time Directors and 1 (One) Non- Executive Director and 3 (Three) Non- Executive Independent Directors.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Kuldeep Kaw (DIN: 07882201), Director of the Company retires by rotation and being eligible, offers himself for re-appointment.
Mr. Deepak Gupta (DIN: 00031534) was appointed as Independent Director of the company on August 11, 2023 and Mr. Nathu Lal Sharma, Independent Director of the company was retired after completing his 5 years' tenure on August 31, 2023.
Mr. Rajiv Lal Adya (DIN: 06915169) Whole Time Director of the company re-appointed for a period of 3 years w.e.f. November 12, 2023
After the closing of financial year Shri Sachin Arora (DIN:02928330) was appointed as an Additional Director (Category: Non-Executive, Independent Director) on the Board of the Company with effect from May 22, 2024 for a period of 5 years and Mr. Mukesh Kumar Sharma (DIN: 08221249) was appointed as an Additional Director (Category: Non-Executive, Independent Director) on the Board of the Company with effect from June 15, 2024 for a period of 5 years.
Brief resume of the abovementioned Directors being re-appointed, nature of expertise in specific functional areas, detail of Directorship in other companies, membership / chairmanship of committees of the board and other details, as stipulated under Regulation 36(3) of SEBI LODR and Secretarial Standards issued by The Institute of Company Secretaries of India, are given in the Notice forming part of the Annual Report.
The Board of Directors of the Company regret to inform you of the sudden and sad demise of Mr. Ram Krishna, Independent Director of the Company, on Wednesday, March 20, 2024 and Mr. Munna Lal Goyal, Chairman / Independent Director of the Company, on Sunday, May 12, 2024.
No other changes have been taken place in composition of Board of Directors and Key Managerial Personnel of the Company during the year under review.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made there under and Listing Regulations.
BOARD MEETINGS
The Company had Ten (10) Board meetings and One (1) meeting of Independent Directors during the financial year under review. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. The maximum time interval between two Board meetings did not exceed 120 days as prescribed under Companies Act, 2013.
COMMITTEES OF THE BOARD
As on 31st March, 2024 the Board have Four committees: the audit committee, the nomination and remuneration committee, the corporate social responsibility committee and the stakeholder's relationship committee. A detailed note on the composition of the Board and its committees is provided in the corporate governance report section of this Annual Report.
BOARD EVALUATION
Pursuant to the provisions of companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder's Relationship committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.
NOMINATION, REMUNERATION & EVALUATION POLICY
In pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors have approved Nomination, Remuneration & Evaluation Policy for appointment, remuneration & evaluation of the Directors, Key Management Personnel & Senior Management Personnel. The details of the Nomination and Remuneration committee, Nomination, Remuneration & Evaluation Policy and Annual Evaluation carried out by the Directors are given in the Corporate Governance Report. The Nomination & Remuneration Policy can access at www.ainfrastructure.com under Policies.
STATUTORY AUDITOR AND AUDIT REPORT
M/s K. N. Gutgutia & Co. Chartered Accountants, (Firm Registration Number 304153E), Kolkata who were appointed as statutory auditors of the Company to hold the office from the conclusion of the 42nd annual general meeting till the conclusion of 47th annual general meeting to be held in the year 2027 audit the books of the Company and submit their report. The report of the Statutory Auditors on the financial statements for the financial year 2023-24 does not contain any qualifications or adverse remarks.
SECRETARIAL AUDITOR
Your Board has appointed M/s Anil Somani & Associates, (M. No. 36055) Company Secretaries, Bhilwara as Secretarial Auditors of the Company for the financial year 2023-24 to conduct secretarial audit.
The Secretarial Auditors' Report for the financial year 2023-24 is enclosed as Annexure I to the Board's report.
The Management's comments on observations in the report are as under:
i. Delay submission of Corporate Governance Report for the quarter ended March, 2023 was due to non-availability of signatory.
ii. Delay submission of Annual Report for the year ended March, 2023 was due to non-availability of signatory.
iii. Shri Sanjay Kumar Kanoria and Smt. Priyadarshinee Kanoria were no longer associated with Vishvjyoti Trading Ltd. upon sale of shareholding in the year 2014.
Delisting Committee of Bombay Stock Exchange vide order dated 08th January, 2024 compulsorily delisted equity shares of Vishvjyoti Trading Ltd. from the platform of the exchange. Shri Sanjay Kumar Kanoria and Smt. Priyadarshinee Kanoria have filed an appeal against the order of Bombay Stock Exchange before Securities Appellate Tribunal, Mumbai.
In accordance with the SEBI Circular dated February 8, 2019 and additional affirmations required under Circulars issued by BSE dated April 10, 2023 read with Regulation 24A of the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from M/s Anil Somani & Associates, Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31, 2024.
M/s Anil Somani & Associates, Company Secretaries has issued a certificate confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI/MCA or any such statutory authority. The said Certificate is annexed to this Report on Corporate Governance.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013, your Directors have appointed Mr. Kailash Chandra Rathi as an internal auditor of the company for the Financial Year 2024-25 and their report is reviewed by the audit committee from time to time.
COST AUDITOR
The Board of Directors has appointed M/s Vivek Laddha & Associates, Cost Accountants as Cost Auditors (Firm Registration No. 103465) for conducting the audit of cost records made and maintained by the Company for the financial year 2024-25 pursuant to Section 148 of the Companies Act, 2013.
In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor for FY 2024-25 is required to be ratified by the members; the Board recommends the same for approval by members at the ensuing AGM.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, your Directors confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;
b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period;
c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls in the Company that are adequate and are operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively;
CORPORATE GOVERNANCE
Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders.
A certificate issued by the auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report and forms part of this Report.
SECRETARIAL STANDARDS
The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.
LISTING ON STOCK EXCHANGE
Equity Shares of your Company are presently listed at BSE Limited (BSE). The Annual Listing fee for the financial year 2023-24 has been paid to the Stock Exchange.
NATURE OF BUSINESS
There has been no change in the nature of business of your Company during the year under review.
BUSINESS RISK MANAGEMENT
Your Company has an elaborate Risk Management procedure. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. Business risk, inter-alia, further includes financial, political, fidelity and legal risk.
As a matter of policy, these risks are assessed and appropriate steps are taken to mitigate the same.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuance of Section 177 (9) of the Companies Act, 2013 and the regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has in place a Vigil Mechanism/ Whistle Blower Policy for Directors and employees to report genuine concern. More details pertaining to the same are given in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year ended on March 31, 2024 were on an arm's length basis and in the ordinary course of business under Section 188(1) of the Act and the Listing Regulations. Details of the transactions with Related Parties are provided in the accompanying financial statements (Note no. 46 of Financial Statement) in compliance with the provision of Section 134(3) (h) of the Act.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website under investor relations/ codes and policies tab at www.ainfrastructure.com.
The particulars of Contracts or Arrangements made with related parties pursuant to Section 188 are furnished in Annexure- IV and attached with this report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary/ Associate or Joint venture company.
FIXED DEPOSITS
The Company has neither invited nor accepted any deposits from the public falling within the preview of section 73 of the Act read with the Companies (Acceptance of Deposits) Rule 2014 during the year.
BANKS AND FINANCIAL INSTITUTIONS
Your Company is prompt in making the payment of interest and repayment of loans to the financial institutions / banks apart from payment of interest on working capital to the banks. Banks and Financial Institutions continue their unstinted support in all aspects and the Board records its appreciation for the same.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company is committed to make a positive contribution to communities where it operates. Pursuant to Section 135 of the Companies Act, 2013, the Company constituted CSR committee and formulated CSR Policy as guiding principle for undertaking CSR activities. The Company's vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavour for improvement in quality of life and betterment of society through its CSR related initiatives.
During the current year, the Company has incurred expenditure of Rs. 20.55 Lacs against obligation of Rs. 20.37 Lacs towards CSR activities during the financial year 2023-24 under Schedule VII of the Companies Act, 2013 and CSR policy adopted by the Company. The disclosures of CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto and form part of this report as Annexure - II.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Section 134(3)(m) read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - III and forms integral part of this Report
ANNUAL RETURN
As required under Section 92(3) of the Companies Act,2013 and read with Rule 12(1) of the Companies (Management and Administration) Amendment rules, 2020, Annual Return for the financial year 2023-24 is available on the Company's website under investor relations/ corporate announcements tab at www.ainfrastructure.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of making loans, guarantees or investments as applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material change and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which financial statements relates and the date of report.
MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS
No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in future.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.
HUMAN RESOURCE DEVELOPMENT
Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. The Company has in house skill training centre and imparts on the job training to its manpower on continuous basis. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL, EMPLOYEES AND GENERAL:
Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-5. In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the top ten employees in terms of the remuneration drawn as set out in said rules attached with this report as Annexure- V.
DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment free workplace for every individual working in the company. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.
Your Director further state that during the year under review, there were no cases filed, pursuant to the Act and rules made there of.
ACKNOWLEDGEMENT
Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the associates and vendors of the Company.