Kanoria Energy & Infrastructure Ltd
Directors Reports
To
The Members
Your Directors have pleasure to present the 43rd Annual Report on the
business and operations of your Company along with the Financial Statements for the year
ended 31st 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 Rs.31329.21 Lakh
against Rs.28532.63 Lakh during previous year. The Company has reported a Profit after tax
of Rs.954.68 Lakh as against Rs.1239.20 Lakh (which includes exceptional income of
Rs.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 19th 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.
CREDIT RATING
Infomerics Valuation and Rating Pvt. Ltd. has assigned below credit ratings to the
Company:
| 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 (‘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:
| S. No. Particulars |
|
Amount / No. of shares Transferred to IEPF |
Date on which Dividend/ Shares are transferred |
| 1. Transfer of Unclaimed and unpaid dividend |
2014-15 (Final Dividend) |
3,27,240 |
23.11.2022 |
| 2. 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 Rs.36,00,00,000 (Rupees
Thirty Six Crore only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs.5/-
(Rupees Five only) each and 11,00,000 (Eleven Lakh) redeemable Preference Shares of Rs.100
(Rupees Hundred only) each to Rs.61,00,00,000/- (Rupees Sixty-One Crore only) divided into
10,00,00,000 (Ten Crore) Equity Shares of Rs.5/- (Rupees Five only) each and 11,00,000
(Eleven Lakh) redeemable Preference Shares of Rs.100 (Rupees Hundred only) each, by
creation of additional 5,00,00,000 (Five Crore) equity shares of Rs.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 31st 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 31st 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 42nd annual general meeting till the conclusion of 47th
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.
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 31,2023 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
|
For and on behalf of the Board of Directors |
|
Sd/- |
Sd/- |
| Place: New Delhi |
Sanjay Kumar Kanoria |
Rajiv Lall Adya |
| Date: 11th August, 2023 |
Managing Director |
Director |
|
DIN:00067203 |
DIN: 06915169 |
  Â