Kanoria Energy & Infrastructure Ltd
Directors Reports
To
The Members
Your Directors have pleasure to present the 42nd Annual
Report on the business and operations of your Company along with the Financial Statements
for the year ended 31st March, 2022.
1. FINANCIAL RESULTS AND STATE OF AFFAIRS:
| PARTICULARS |
31.03.2022 |
31.03.2021 |
| Revenue From Operations |
28532.63 |
26764.87 |
| Other Income |
114.66 |
47.68 |
| Total Income |
28647.29 |
26812.55 |
| Profit before Depreciation, Interest & Exceptional
Items |
2008.72 |
1983.50 |
| Less: Finance cost |
734.42 |
871.52 |
| Profit before Depreciation & Exceptional Items |
1274.30 |
1111.98 |
| Less: Depreciation |
311.54 |
301.73 |
| Profit before Exceptional Items |
962.76 |
810.25 |
| Exceptional Items |
696.67 |
4.50 |
| Profit before tax |
1659.43 |
805.75 |
| Less: Tax Expenses |
420.23 |
185.08 |
| Profit after tax for the year |
1239.19 |
620.67 |
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 `
28532.63 Lakh against ` 26764.87 Lakh during previous year. The Company has
reported a Profit after tax of ` 1239.19 Lakh as against ` 620.67 Lakh
during previous year.
During the year under review production of AC Pipes and AC Sheets was
42919 Metric Tons and 183198 Metric Tons respectively.
The company has posted another good year of performance by achieving
highest turnover and profits with all segments contributing significantly. The demand for
the Company s products is stable in spite of Covid related lockdowns in the first quarter
and challenges being faced in the supply chain and increase in resources cost etc.
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 2021-22 subject to approval of shareholders at the ensuing Annual
General Meeting.
CREDIT RATING
Brickwork has assigned below credit ratings to the Company:
| Facility availed |
Ratings |
| Fund Based |
BWR BBB (Stable) |
| Non- Fund Based |
BWR A3 + |
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 in the financial year 2021-22.
Further, in terms of the aforesaid provisions, upon expiry of 7
consecutive years period, unclaimed dividend amount pertaining to the Year 2014-15
together with shares, if any, will be transferred to the said fund on or before December
06 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 not issued Bonus Shares during the year under review.
The paid up Equity Share Capital as on 31st March, 2022 is
Rs. 24,83,43,500 (Rupees Twenty Four Crore Eighty Three Lakh Forty Three Thousand and Five
Hundred Only) divided into 42645700 Equity Shares of Rs. 5/- each and 351150 preference
shares of Rs. 100/- each and the authorized share capital of the Company is Rs.
36,00,00,000 (Rupees Thirty Six Crore Only) divided into 5,00,00,000 Equity Shares of Rs.
5/- each and 11,00,000 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, Shri Rajiv Lall Adya (DIN: 06915169), Director of
the Company retires by rotation and being eligible, offers himself for re-appointment.
Shri Sanjay Kumar Kanoria (DIN: 00067203) was appointed as additional Director of the
Company by the Board of Directors at its meeting held on June 08, 2021. He was also
appointed as Managing Director of the Company w.e.f June 08, 2021 for a period of 3 years
as recommended by the Nomination & Remuneration Committee and approved by the Board of
Directors in their meeting held on June 08, 2021.
Shri Anish Kanoria (DIN: 08966190) has resigned from the directorship
of the Company from 31st May, 2021.
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, 2022 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
Under Section 139(2) of the Companies Act, 2013 and the Rules made
thereunder, it is mandatory to rotate the statutory auditors on completion of two terms of
five consecutive years and each such term would require approval of the shareholders. In
line with the requirements of the Companies Act, 2013, Statutory Auditor M/s K. N.
Gutgutia & Co. Chartered Accountants, (Firm Registration Number 304153E), Kolkata were
appointed as Statutory Auditor of the Company at the 37th AGM held on September
29, 2017 to hold office from the conclusion of the said meeting till the conclusion of the
42nd AGM to be held in the year 2022. The term of office of M/s K. N. Gutgutia
& Co., as Statutory Auditors of the Company will conclude from the close of the
forthcoming AGM of the Company The Board of Directors of the Company, based on the
recommendation of the audit committee, at its meeting held on May 30, 2022, reappointed
M/s K. N. Gutgutia & Co., Chartered Accountants (ICAI Firm Registration Number
304153E) as the Statutory Auditor of the Company to hold office for a second term of five
consecutive years from the conclusion of the 42nd AGM till the conclusion of
the 47th AGM to be held in the year 2027 and will be placed for the approval of
the shareholders at the ensuing AGM.
During the year, the statutory auditors have confirmed that they
satisfy the independence criteria required under the Companies Act, 2013, the Code of
Ethics issued by the Institute of Chartered Accountants of India.
The Board recommends their reappointment to the shareholders.
AUDIT REPORTS
Audit Reports on Standalone Financial Statements are self- explanatory
and do not call for any further comments under Section 134 of the Companies Act, 2013. The
Auditors Report to the shareholders for the year under review does not contain any adverse
qualification. No frauds have been reported by the Auditors under Section 143(12) of the
Companies Act, 2013 requiring disclosure in the Board s Report.
SECRETARIAL AUDITOR
M/s Anil Somani & Associates, Company Secretaries (M. No. 36055)
are appointed to conduct the secretarial audit of the Company for the financial year
2022-23 as required under Section 204 of the Companies Act, 2013 and Rules made there
under.
The Secretarial Auditors Report for Financial Year 2021-22 does not
contain any qualification, reservation or adverse remark except:
1. The Company has late submitted Corporate Governance Report
for the quarter ended September, 2021 and paid fine of Rs. 18000/- as imposed by BSE Ltd.
2. Demat account of Shri Sanjay Kumar Kanoria and Smt.
Priyadarshinee Kanoria were freezed due to Non-payment of annual listing fees by
VISHVJYOTI TRADING LTD. to BSE Ltd.
The Management of A Infrastructure Ltd. has informed that:
1. Delay in submission of Corporate Governance Report for the
quarter ended September, 2021 was due to non-availability of signatories. The Company will
ensure timely filing in future.
2. Shri Sanjay Kumar Kanoria and Smt. Priyadarshinee Kanoria
were not associated with VISHVJYOTI TRADING LTD. As they sold their shareholding in year
2014 and the same was also informed the BSE Ltd. with a request to de-freeze the demat
accounts.
The Secretarial Auditors Report is enclosed as Annexure I to the Board
s report.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013, your Directors have
appointed Mr. Ashutosh Maheshwari, Chartered Accountant as an internal auditor of the
company for the Financial Year 2022-23 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 2022-23 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 2022-23 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
Your Company follows the highest standards of Corporate Governance
practices. It adheres to and has implemented the requirements set out by SEBI s Corporate
Governance norms. A separate section on Corporate Governance forms a part of the Directors
Report.
A certificate confirming the compliance of conditions of Corporate
Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 from Secretarial Auditor, is forming part of the Annual 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 2022-23 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, 2022 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. 45 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
Citizen would continue to make a serious endeavor for improvment in
quality of life and betterment of society through its CSR related initiatives.
During the current year, the Company has incurred expenditure of Rs.
12.64 Lacs on CSR activities against obligation of Rs. 12.62 Lacs. The disclosures of CSR
activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 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 2021-22 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-7. 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 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.
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/- |
| Sanjay Kumar Kanoria |
Rajiv Lall Adya |
| Managing Director |
Director |
| DIN: 00067203 |
DIN: 06915169 |
| Place: New Delhi |
|
| Date: 08th August, 2022 |
|
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