Enter the first few characters of Company and click 'Go'

Directors Report of Kanoria Energy & Infrastructure Ltd.

Mar 31, 2023

The Directors have pleasure to present the 43^rd Annual Report on the business and operations of your Company along with the Financial Statements for the year ended 31^st March, 2023.

1.	FINANCIAL RESULTS AND STATE OF AFFAIRS:		(Rs. In Lakhs)
	PARTICULARS	31.03.2023	31.03.2022
	Revenue From Operations	31329.21	28532.63
	Other Income	283.17	114.66
	Total Income	31612.38	28647.29
	Profit before Depreciation, Interest & Exceptional Items	2700.32	2008.72
	Less: Finance cost	1035.23	734.42
	Profit before Depreciation & Exceptional Items	1665.08	1274.30
	Less: Depreciation	327.42	311.54
	Profit before Exceptional Items	1337.67	962.76
	Exceptional Items	-	696.67
	Profit before tax	1337.67	1659.43
	Less: Tax Expenses	382.99	420.23
	Profit after tax for the year	954.68	1239.20

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 '' 31329.21 Lakh against '' 28532.63 Lakh during previous year. The Company has reported a Profit after tax of '' 954.68 Lakh as against '' 1239.20 Lakh (which includes exceptional income of '' 696.67 Lakh) during previous year.

During the year under review production of AC Pipes and AC Sheets was 56947 Metric Tons and 150462 Metric Tons respectively.

TRANSFER TO GENERAL RESERVES

During the financial year under review there was no transfer to General Reserve by the Company.

CHANGE OF NAME OF THE COMPANY

The name of the company has changed from A Infrastructure Limited to Kanoria Energy & Infrastructure Limited with effect from 19^th April, 2023.

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 2022-23 subject to approval of shareholders at the ensuing Annual General Meeting.

Infomerics Valuation and Rating Pvt. Ltd. has assigned below credit ratings to the Company:

CREDIT RATING

Facility availed	Ratings
Long Term Bank Facilities	IVR BBB (Stable)
Short Term Bank Facilities	IVR A3

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 (âthe 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:

No.

Particulars

Amount / No. of shares Transferred to IEPF

Date on which Dividend/ Shares are transferred

Transfer of Unclaimed and unpaid dividend

2014-15 (Final Dividend)

'' 3,27,240

23.11.2022

Transfer of shares to IEPF

2014-15

13,17,680

07.12.2022

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 issued Bonus Shares in the proportion of 1 (One) fully paid up equity share for every 1 (One) existing fully paid up equity share held by the Members during the year under review.

The Authorized Share Capital of the Company has increased from '' 36,00,00,000 (Rupees Thirty Six Crore only) divided into 5,00,00,000 (Five Crore) Equity Shares of '' 5/- (Rupees Five only) each and 11,00,000 (Eleven Lakh) redeemable Preference Shares of '' 100 (Rupees Hundred only) each to '' 61,00,00,000 /- (Rupees Sixty-One Crore only) divided into 10,00,00,000 (Ten Crore) Equity Shares of '' 5/- (Rupees Five only) each and 11,00,000 (Eleven Lakh) redeemable Preference Shares of '' 100 (Rupees Hundred only) each, by creation of additional 5,00,00,000 (Five Crore) equity shares of '' 5/- (Rupees Five only) each ranking pari passu with the existing equity 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 28.06.2022.

The Company has issued 2,00,000 Redeemable Preference Shares of Rs. 100/- each on 14.04.2022 and also issued bonus equity shares in the proportion of 1 (One) fully paid up equity share for every 1 (One) existing fully paid up equity share held by the Members on 14.07.2022.

The paid up Share Capital as on 31^st March, 2023 is Rs. 48,15,72,000 (Rupees Forty-Eight Crore Fifteen Lakh Seventy-Two Thousand Only) divided into 8,52,91,400 Equity Shares of Rs. 5/- each and 5,51,150 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

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Smt. Priyadarshinee Kanoria (DIN: 00114513), Director of the Company retires by rotation and being eligible, offers herself for re-appointment.

The Board of Directors of the Company on 13.02.2023 approved (Approved by the Shareholders on 07.04.2023) change of designation of Shri Pradeep Sahani (DIN: 07554457) from Independent Director to Non Independent Non-Executive Director of the Company.

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 (7) 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 31^st March, 2023 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.

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 42^nd annual general meeting till the conclusion of 47^th annual general meeting to be held in the year 2027 to audit the books of the Company and submit their report. The report of the Statutory Auditors on the financial statements for the financial year 2022-23 does not contain any qualifications or adverse remarks.

SECRETARIAL AUDITOR

Your Board has appointed M/s Anil Somani & Associates, (Membership No. 36055) Company Secretaries, Bhilwara as Secretarial Auditors of the Company for the financial year 2022-23 to conduct secretarial audit.

The Secretarial Auditors'' Report for the financial year 2022-23 is enclosed as Annexure I to the Board''s report. The observations in the report are self-explanatory and therefore, do not call for any further comments.

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 31,2023.

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 2023-24 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 2023-24 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 2023-24 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.

DIRECTORSâ 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 31,2023 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. 14.99 Lacs against obligation of Rs. 14.19 Lacs towards CSR activities during the financial year 2022-23 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 2022-23 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.

ALLOTMENT OF LAND

The company has allotted Plot no.17 Sector PHASE-II, Plot no.18 Sector PHASE-II, Plot no.19 Sector PHASE-II, Plot Approx in Sector (no.20 Sector PHASE-II 101400.0 SQMT. PHASE-II, PHASE-II, PHASE-II, PHASE-II) area of land Being i.e. Approx 1091460.474 Sqft in at Hargarh Jabalpur, District Jabalpur (Madhya Pradesh) for setting up a Large Industrial unit for Manufacturing by MP Industrial Development Corporation Ltd.

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 thereof.

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

Mar 31, 2018

The Members

The Directors have pleasure in presenting the 38^th Annual Report and the Audited accounts for the financial year ended 31^st March, 2018. Financial highlights are as follows:

1. FINANCIAL RESULTS: (Rs. in Lakhs)

PARTICULARS	31.3.2018	31.3.2017
Revenue From Operations	20776.55	18376.48
Profit before Depreciation, Interest & Exceptional Items	1252.39	1121.71
Less: Interest	873.05	850.61
Profit before Depreciation & Exceptional Items	379.34	271.10
Less: Depreciation	261.90	283.08
Profit before Exceptional Items	117.44	(11.98)
Exceptional Items	-	-
Profit before tax	117.44	(11.98)
Less: Tax Expenses	36.61	2.71
Profit after tax for the year	80.83	(14.69)

2. DIVIDEND

Your Directors are pleased to recommend payment of a Final Dividend of 2% e.i. Rs. 0.10 per equity share (Face value of Rs. 5 each) for the financial year 2017-18. The dividend if approved and declared in the forthcoming Annual General meeting would result a Dividend outflow of Rs. 42.65 Lacs and dividend Distribution Tax of Rs. 8.68 Lacs aggregating a total outflow of Rs. 51.33 Lacs.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no unpaid dividend which was required to be transferred to Investor Education and Protection Fund.

4. OPERATIONAL HIGHLIGHTS

During the year under review production of AC Pipes and AC Sheets was 26718 Metric Tons and 162447 Metric Tons respectively.

5. SHARES

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 any Bonus Shares during the year under review.

**The Board of Directors and members of the Company in their meeting held on 10^th March, 2018 and 12th April, 2018 respectively have approved sub division of Equity Shares of the Company having a face value of Rs. 10/each fully paid up into 2 (Two) Equity Shares of Rs. 5/- (Rupees Five only) each fully paid up and the Board further approved issue of bonus share in the proportion of 1 (One) Equity Share for every 1 (One) fully paid- up equity shares held by the Members on record date and bonus shares allotted on 25.04.2018.

6. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

7. THE BOARD OF DIRECTORS

Pursuant to the provision of section 149 of the Act, Shri Munna Lal Goyal (DIN 01427276), Shri Kirit Kumar Gunvantrai Dave (DIN 00282707) and Shri Ram Krishna (DIN 02773366) were appointed as independent director at the annual general meeting held on 26.09.2014. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

In accordance with the provisions of Companies Act, 2013 Smt. Priyadarshinee Kanoria (DIN: 00114513), Director retires by rotation and being eligible offers herself for re-appointment.

**During the year Shri Darvinder Ambardar, Whole time Director has resigned w.e.f 12^th August, 2017 and Shri Kuldeep Kaw has been appointed as a Director of the Company w.e.f. 30^th May, 2017.

** Shri Kirit Kumar Gunvantrai Dave (DIN 00282707), Independent Director of the Company has resigned from directorship w.e.f. 24^th April, 2018.

8. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had Eight (6) 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.

9. 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 Stakeholderâs Relationship committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

10. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors and fixing their remuneration and other related matters as provided under Section 178(3) of the Companies Act, 2013. The Remuneration Policy has been uploaded on the website of the company.

11. BUSINESS RISK MANAGEMENT

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a Vigil Mechanism Policy. The Vigil Mechanism Policy has been uploaded on the website of company.

13. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions has been uploaded on the website of the company.

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility are not applicable to the Company.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no any material changes 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.

16. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

17. AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

18. AUDITORS

18.1 STATUTORY AUDITORS

M/s K. N. Gutgutia & Co. Chartered Accountants, (Firm Registration Number 304153E), Kolkata have been appointed as statutory auditors of the company at the Annual General Meeting held on 29.09.2017 for a period of five yearsâ.

18.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Anil Somani & Associates (CP No.:13379, ACS: 36055), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as âAnnexure Aâ.

18.3 INTERNAL AUDITORS

Mr. Brijendra Kumar Somani performs the duties of internal auditor of the company and their report is reviewed by the audit committee from time to time.

18.4 COST AUDITORS

M/s Mahendra Singh & Co., Cost Accountants performs the duties of cost auditors of the company and their report is reviewed by the audit committee from time to time.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary/ Associate or Joint venture company.

20. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

21. CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a separate section titled Report on Corporate Governance has been included in this Annual Report. Your Directors are pleased to report that as on 31^st March 2018, your Company is fully compliant with the SEBI Guidelines on Corporate Governance.

A Certificate from the Auditors confirming compliance with the conditions of corporate Governance is also annexed.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, annexed to this Directorsâ Report, provides a more detailed review of the operating performance.

23. DIRECTORSâ 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;

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure Bâ.

25. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure âCâ and is attached to this Report.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 are furnished in Annexure- D and are attached to this report.

27. 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.

28. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is as follows:

S. No.	Name	Designation	Remuneration paid F. Y. 2016-17 (Rs. Lacs)	Remuneration paid F. Y. 2017-18 (Rs. Lacs)	Increase in Remuneration from previous year (Rs. Lacs)
1.	Mr. Sanjay Kumar Kanoria	Managing Director	47.04	47.04	-
2.	Mrs. Priyadarshinee Kanoria	Whole- Time Director	28.00	28.00	-
3.	Mr. Darvinder Ambardar**	Whole- Time Director	12.72	4.92
4.	Mr. Kuldeep Kaw**	Whole- Time Director	-	4.09	-
5.	Mr. S. B. Vijay	CFO	22.11	25.30	3.19
6.	Mr. Lokesh Mundra	Company Secretary	4.29	4.72	0.43

**During the year Shri Darvinder Ambardar, Whole time Director has resigned w.e.f 12^th August, 2017 and Shri Kuldeep Kaw has been appointed as a director of the Company w.e.f. 30^th May, 2017.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

29. PERSONNEL

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.

30. 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 A Infrastructure Limited. 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 thereof.

31. 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 Companyâs operations in future.

32. ACKNOWLEDGEMENT

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 and continuing commitment and dedication of the employees at all levels, which has been critical for the Companyâs success. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. The Directors look forward to their continued support in future.

33. CAUTIONARY STATEMENT

The statements contained in the Boardâs Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: New Delhi Munna Lal Goyal Sanjay Kumar Kanoria

Date :29^th May, 2018 Director Managing Director

DIN:01427276 DIN:00067203

Mar 31, 2016

DIRECTORS'' REPORT

The Members

The Directors have pleasure in presenting the 36^th Annual Report and the Audited accounts for the financial year ended 31^st March, 2016. Financial highlights are as follows:

1. FINANCIAL RESULTS:

PARTICULARS	(Rs. In Lacs)
	31.3.2016	31.3.2015
Revenue From Operations	18875	25456
Profit before Depreciation, Interest & Exceptional Items	1269	1654
Less: Interest	867	825
Profit before Depreciation & Exceptional Items	402	829
Less: Depreciation	339	346
*Profit before Exceptional Items*	63	*483*
*Exceptional Items*	22	-
Profit before tax	41	483
Less: Tax Expenses	38	173
Profit after tax for the year	3	310

2. DIVIDEND

Your Directors are pleased to recommend payment of a Final Dividend of Rs, 0.50 per equity share for the financial year 2015-16. The dividend if approved and declared in the forthcoming Annual General meeting would result a Dividend outflow of Rs, 53.31 Lacs and dividend Distribution Tax of Rs, 10.85 Lacs aggregating a total outflow of Rs, 64.16 Lacs.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no unpaid dividend which was required to be transferred to Investor Education and Protection Fund.

4. OPERATIONAL HIGHLIGHTS

During the year under review production of AC Pipes and AC Sheets was 27955 Metric Tons and 128615 Metric Tons respectively.

5. SHARES

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 any Bonus Shares during the year under review.

6. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

7. THE BOARD OF DIRECTORS

In accordance with the provisions of Companies Act, 2013 Smt. Priyadarshinee Kanoria (DIN: 00114513),

Director retires by rotation and being eligible offers herself for re-appointment.

During the year Mr. Alok Bhartia, director resigned from directorship of the company on 31.08.2015. Your Board of Directors place on record their appreciation for valuable contributions made by Mr. Alok Bhartia in furthering the objectives of your Company.

8. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had Seven (7) 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.

9. BOARD EVALUATION

10. REMUNERATION POLICY

11. BUSINESS RISK MANAGEMENT

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a Vigil Mechanism Policy. The Vigil Mechanism Policy has been uploaded on the website of company.

13. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no any 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.

16. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

17. AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

18. AUDITORS

18.1 STATUTORY AUDITORS

M/s Agiwal and Associates (Firm Registration No. 000181N), Chartered Accountants have been appointed as statutory auditors of the company at the Annual General Meeting held on 26.09.2014 for a period of three years'' subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

18.2 SECRETARIAL AUDITORS

18.3 INTERNAL AUDITORS

M/s Kalani & Co., Chartered Accountants performs the duties of internal auditor of the company and their report is reviewed by the audit committee from time to time.

18.4 COST AUDITORS

M/s Mahendra Singh & Co., Cost Accountants performs the duties of cost auditors of the company and their report is reviewed by the audit committee from time to time.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary/ Associate or Joint venture company.

20. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

21. CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a separate section titled Report on Corporate Governance has been included in this Annual Report. Your Directors are pleased to report that as on 31^st March 2016, your Company is fully compliant with the SEBI Guidelines on Corporate Governance. A Certificate from the Auditors confirming compliance with the conditions of corporate Governance is also annexed.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, annexed to this Directors'' Report, provides a more detailed review of the operating performance.

23. 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;

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;

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure B".

25. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure "C" and is attached to this Report.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 are furnished in Annexure- D and are attached to this report.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

28. PARTICULARS OF EMPLOYEES

S. No.	Name	Designation	Remuneration paid F.Y. 2014-15 (Rs. Lacs)	Remuneration paid F.Y. 2015-16 (Rs. Lacs)	Increase in Remuneration from previous year (Rs. Lacs)
1.	Mr. Sanjay Kumar Kanoria	Managing Director	33.60	40.32	6.72
2.	Mrs. Priyadarshinee Kanoria	Whole-Time Director	9.57	28.00	18.43
3.	Mr. Darvinder Ambardar	Whole-Time Director	12.62	12.92	0.30
4.	Mr. S. B. Vijay	CFO	20.03	20.62	0.59
5.	Mr. Lokesh Mundra	Company Secretary	3.91	4.29	0.38

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are: a) Employed throughout the year Nil a) Employed for part of the year Nil

29. PERSONNEL

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.

30. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Director further state that during the year under review, there were no cases filed, pursuant to the Act and rules made thereof.

31. 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.

32. ACKNOWLEDGEMENT

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 and continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. The Directors look forward to their continued support in future.

33. CAUTIONARY STATEMENT

The statements contained in the Board''s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : New Delhi Munna Lal Goyal Sanjay Kumar Kanoria

Date : 30^th May, 2016 Director Managing Director

DIN : 01427276 DIN : 00067203

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:

FINANCIAL RESULTS:

(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

DIVIDEND

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.

OPERATIONAL HIGHLIGHTS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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.

CORPORATE GOVERNANCE

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.

THE BOARD OF DIRECTORS

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.

AUDITORS

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.

DEPOSITS

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

PARTICULARS OF EMPLOYEES

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.

PERSONNEL

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.

CONSERVATION OF ENERGY AND FOREIGN EXCHANGE OUTGO

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.

INTERNAL CONTROL SYSTEMS

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.

ACKNOWLEDGEMENT

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

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article