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Directors Report of A Infrastructure Ltd.

Mar 31, 2014

The Directors have pleasure in presenting the 34th Annual Report and the Audited accounts for the financial year ended 31st March, 2014. Financial highlights are as follows:


(Rs, in Lacs)

Particulars 31.03.2014 31.03.2013

Revenue From Operations 28757 23583

Profit before Depreciation & Interest 1321 1448

Less: Interest 837 829

Profit before Depreciation 484 619

Less: Depreciation 358 359

Profit before tax 126 260

Less: Provision for taxation (including Deferred Tax) 24 107

Profit after tax for the year 102 153


In order to conserve resources for meeting the Company's future needs, Directors of your company express their inability to recommend any dividend for the financial year 2013-14.


During the year under review production of AC Pipes and AC Sheets was 42,243 Metric Tons and 1,44,578 Metric Tons respectively.


Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and the 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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a "going concern" basis.


Report on Corporate Governance, in terms of clause 49 of the Listing Agreement is annexed and form part of this Annual Report. A Certificate from the Auditors confirming compliance with the conditions of corporate Governance is also annexed.


In accordance with the provisions of the Companies Act, 1956 and the Articles of the Association of the Company, Shri Darvinder Ambardar, Director of the Company, would retire by rotation, at the forthcoming Annual General Meeting and, being eligible, offers themselves for re-appointment.


M/s Agiwal and Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting of the Company. They have offered themselves for reappointment as statutory auditors and have confirmed that their appointment, if made, will be within the prescribed limits under Section 139 of the Companies Act, 2013. The Directors recommend their re-appointment for the financial year 2014-15 to 2016-17. The observations of the Auditors have been explained in the Notes on accounts and no further explanation is required.


The Company did not invite/ accept any Fixed Deposits from the public during the year under report.


There was no employee drawing remuneration as per limits specified under sub section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, for the year ended 31st March, 2014.


The directors wish to place on record their appreciation to the employees for their notable contributions to the Company and for the Co-operation extended to the management in maintaining harmonious industrial relations at all the units.


In accordance with the requirements of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo are given in Annexure-I and forming part of the report.


The Company believes in formulating adequate and effective internal control systems and implementing the same strictly to ensure that assets and interests of the company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances. The Internal control system is improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them. The Company has robust Management Information System which is an integral part of the control mechanism.


Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Banks, Government of Rajasthan and various stakeholders, such as, shareholders, customers and suppliers, among others and society at large for their support and cooperation. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

Sd/- Sd/-

Darvinder Ambardar S.K. Kanoria

Place : Delhi Director Managing Director

Date : 30.05.2014 DIN : 02672802 DIN : 00067203