Agarwal Industrial Corporation Ltd
Directors Reports
To,
The Members,
The Directors have pleasure in presenting the Twenty Ninth Annual
Report of the Company together with its Audited Statement of Profit and Loss for the
Financial Year ended March 31, 2023 and the Balance Sheet as on that date:
FINANCIAL RESULTS
Rs. in Lakhs
| Particulars |
Standalone |
| Financial Year Ended on |
2022-23 Audited |
2021-22 Audited |
| Total Revenue |
177685.67 |
141486.17 |
| Profit before Depreciation, Tax Finance Costs and |
8920.01 |
7717.17 |
| Less: Depreciation |
1277.26 |
1350.15 |
| Less: Finance Costs |
1005.84 |
1154.04 |
| Profit before Tax |
6636.91 |
5212.97 |
| Less: Provision for Tax |
|
|
| (a) Current Tax |
1750 |
1381 |
| (b) Deferred Tax (Assets)/ Liability |
-76.17 |
-24.55 |
| (c) Short Provision for Tax for earlier years |
28.44 |
- |
| Profit after Tax |
4934.64 |
3856.52 |
| Other Comprehensive Income/ (Loss) |
-2.89 |
1.3 |
| Total Comprehensive Income For The Year |
4931.75 |
3857.82 |
| Dividend Paid |
289.15 |
224.38 |
| Tax on Dividend Paid |
- |
- |
| Balance carried to Other Equity |
28275.1 |
22427.44 |
RESULTS OF OPERATIONS (Standalone)
The total Revenue of the Company for the Financial Year ended March 31,
2023, is Rs.177685.67 Lakhs as compared previous year's total Revenue of Rs.141486.17
Lakhs thus indicating an increase of 25.59% over the previous year.
Further, Profit before Tax and Profit after Tax were Rs.6636.91
Lakhs and Rs.4934.64 Lakhs respectively during the year under review as against Rs.5212.97
Lakhs and Rs.3856.52 Lakhs in the corresponding previous year, reporting an
increase of about 27.32% and 27.96% over the previous financial year.
STATE OF AFFAIRS & BUSINESS OVERVIEW
The Company primarily belongs to Ancillary Infra Industry and is
engaged in the business of (i) manufacturing and trading of Bitumen and Allied products
used heavily in infrastructure projects (ii) providing Logistics for Bulk Bitumen and LPG
through its own Specialized Tankers and (iii) also generates power through Wind Mills.
These businesses are of seasonal nature due to which revenue gets varied.
MANUFACTURING & BULK BITUMEN STORAGE FACILITIES
The Company has its manufacturing and storage units at Taloja, Belgaum,
Baroda, Hyderabad, Cochin (through its wholly owned subsidiary – Bituminex Cochin
Private Limited) and at recently added unit at Pachpadra City, Dist. Barmer, (Rajasthan).
Further, the Company has started full fledged operations at its recently established
manufacturing and storage facilities of Bitumen and other value added Bituminous products
at Guwahati, Assam and which would endeavor to expand and develop Bitumen trade in Eastern
states as Bitumen is extensively used in infrastructure projects more specifically in road
construction projects initiated by the State Government.
BULK BITUMEN STORAGE FACILITIES TO FACILITATE IMPORTS
The Company has Bulk Bitumen Storage facilities to effectively handle
and market bitumen imports at Mumbai, Maharashtra , Vadodara, Gujarat, Karwar, Haldia,
West Bengal, Dighi ( Company Owned), Maharashtra , Hazira ( Loading ) and Mangalore.
BULK BITUMEN TRANSPOTATION
We are the pioneers of logistics in Bitumen, which is predominantly
used in road construction business. It can be procured either in bulk or in packed form.
In either case the product has to be dispatched to the construction site or to the storage
facilities of our industrial consumers. The bulk bitumen is transported via specially
designed tankers that are insulated and have pumping facility for loading and unloading
the bitumen. Most of our Bitumen tankers are under contract with major oil companies in
India like HPCL, BPCL and IOCL and by other major consumers of the product.
BULK LPG TRANSPOTATION
We are amongst the leading transporters of LPG in India, which is the
most widely used fuel for domestic as well as industrial purposes. While we already own a
large fleet of tankers, we also hire tankers on long term contracts to cater to the demand
from customers LPG is mainly sourced from domestic refineries and via bulk imports. Bulk
LPG is mainly transported from the source to the industrial user or to their bottling
plants through specially designed tankers
LPG, being highly inflammable, require tankers that take care of all
safety aspects while loading, transporting and unloading. Most of the LPG tankers are
under contract with major oil companies like HPCL, BPCL and IOCL.
POWER GENERATION THROUGH WIND MILLS
The Company has diversified into Non-Conventional energy generation by
installing wind mills at Rajasthan and Maharashtra, keeping in view of the likely shortage
of energy resources in future. Your Company has one Windmill at Dhulia, Maharashtra and
one in Jaisalmer, Rajasthan.
AUTHORIZED SERVICE CENTRE OF ASHOK LEYLAND
We own a large fleet of tankers which necessarily calls for regular
periodic checks and maintenance. As also, our entire fleet of tankers comes from the Ashok
Leyland stable. Both these factors influenced our decision to set up an authorized service
center, for Ashok Leyland vehicles, within the company. Not only does this ensure a timely
turnaround of the fleet serviced but is an economically beneficial proposition for the
company. We have our workshop and maintenance facilities at strategic locations like
Mumbai, Baroda and Jodhpur.
SHARE CAPITAL
Issued and Paid up Capital of the Company is comprised of 1,49,57,789
Equity Shares of Face Value of Rs.10/ each amounting to Rs.14,95,77,890 /- as on date.
During the year under review, the Company has converted last and final
tranche of 17,49,000 Warrants (including both promoter group and public ) into equal
number of fully paid up Equity Shares viz. 17,49,000 Equity Shares of the F.V of Rs.10/-
each at an Issue Price of Rs.105.20/- (including premium) aggregating to Rs.13,79,96,100/-
(remaining 75% of Rs.105.20/-) out of total 35,11,000 Warrants allotted under the Public
and Promoter Category earlier in accordance with Chapter V of the SEBI ( ICDR) Regulations
, 2009 as amended, the Board Resolution dated January 15, 2021 and Special Resolution
dated February 10, 2021. These newly allotted Equity Shares have been listed on BSE and
NSE. With this final tranche of conversion, the Company has completed
its Preferential Issue of Warrants in accordance with Chapter V of the SEBI (ICDR)
Regulations, 2009 as amended. The entire Equity Shares allotted post conversion are listed
on BSE & NSE. Further, entire funds raised under the said Preferential Issue have been
utilized strictly in accordance with the objects of the issue which inter alia, included:
repayment of debt, capital expenditure, investments and meeting working capital
requirements.
DIVIDEND
Your Directors have recommended a dividend of Rs.2.50 per equity share
of the face value of Rs.10/- each fully paid up for the financial year ended March 31,
2023. The dividend distribution is subject to approval of the members of the Company at
the ensuing Annual General Meeting.
Pursuant to the amendments introduced by the Finance Act, 2020 the
Company will be required to withhold taxes at the prescribed rates on the dividend paid to
its shareholders w.e.f. 1st April 2020. No tax will be deducted on payment of dividend
to the resident individual shareholders if the total dividend paid does not exceed Rs.5,000/-.
The withholding tax rate would vary depending on the residential status of the shareholder
and documents registered with the Company.
DIVIDEND DISTRIBUTION POLICY WEB LINK
As per Regulation 43 A of LODR the Dividend Distribution Policy is
uploaded on website of the Companyviz.www.aicltd.in and the web link is:
https://drive.google.com/file/d/152nNLN2aR2SVI_9pVSn4 EZNT146pBkXs/view
AMOUNT CARRIED TO OTHER EQUITY
The Company has transferred Rs.28275.10 Lakhs to the Other
Equity for the F.Y. March 31, 2023 after appropriating Rs.289.15 Lakhs towards
dividend paid for the F.Y. ended March 31, 2022.
CAPITAL EXPENDITURE
As at March 31, 2023, the Capital Expenditure during the year under
review amounted to Rs.1021.39 Lakhs including Work in Progress (WIP) amounting to
Rs.408.32 Lakhs.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Results for the F.Y. ended on March 31, 2023
have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under
the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies
(Indian Accounting Standards) (Amendments) Rules, 2016.
FOR DETAILS PLEASE REFER TO "UNDER MANAGEMENTS' DISCUSSION
AND ANALYSIS REPORT' DISCUSSION AND ANALYSIS REPORT as ANNEXURE -V FORMING
PART OF THIS REPORT.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Bituminex Cochin Private Limited (BCPL), Agarwal Translink Private
Limited and AICL OVERSEAS FZ-LLC in UAE are all Wholly Owned Subsidiary (W.O.S) Companies
of the Company and are doing their respective business steadily. Further, the Company
during the year under reference, also incorporated an NBFC (Non Deposit) Company as WOS of
the Company, which is yet to commence its business due to some pending regulatory
permissions / Licenses. The Company's Indian Wholly Owned Subsidiary Company -
Bituminex Cochin Private Limited is also in the business of manufacturing and trading of
Bitumen and Bituminous products whereas its Overseas Wholly Owned Subsidiary Company -
AICL Overseas FZ- LLC, RAS AL KHAIMAH, UAE is in the business activity of ship chartering
and is in possession of specialized Bitumen Vessels and is carrying its commercial
operations in accordance with the guidelines / notifications with regard to Overseas
Direct Investments (ODI) issued by the Reserve Bank of India from time to time. This
Overseas WOS presently has its own 8 Specialized Bitumen Vessels which together have
ferrying capacity of about 48,550 Mts of Bulk Bitumen / Bulk Liquid Cargo. Agarwal
Translink Private Limited is another Indian Wholly Own Subsidiary of the Company which is
engaged in the business of transportation of Bitumen, LPG , LSHS and owns large fleet of
specialized Bitumen Tankers and also operates a BPCL Petrol Pump in Shahpur, Asangaon,
Maharashtra.
The Company's Wholly Owned Subsidiary (W.O.S) in UAE under the
name "AICL OVERSEAS" in Ras AI Khaimah Economic Zone (RAKEZ) in United Arab
Emirates (UAE) for undertaking various ship/vessel /ocean related activities has been
reporting good financial performance since its inception and continuous to grow and
develop strategically. The Company has inducted 2 recently acquired Specialized Bitumen
Vessels namely "DURGA" and "RUDRA" having capacities of 6690 MTs &
5884 MTs each respectively thus adding these two vessels into its already existing
enriched Vessel Family of 6 vessels, thereby making it proud owner of total 8 vessels with
aggregated carrying capacity of 48,550 Mts.(*through its wholly owned subsidiary ). The
economies we achieve with our own fleet of marine vessels and road transport vehicles
enable your Company to outbid competitors, secure tenders and ensure high standards of
supply and services to its valued customers.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing salient features of the financial Statements of the Company's Subsidiaries
in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the
provisions of Section 136 of the Act, the financial statements of the Company,
consolidated financial statements along with relevant documents and separate audited
accounts in respect of subsidiary are available on the website of the Company:
www.aicltd.in.
There are no joint ventures or associate companies as defined under the
Companies Act, 2013 and Rules made thereunder, as amended.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
Previous Matters:
Since the previous Directors' Report, there has been no material
changes and commitments affecting the financial position of the Company between the end of
the financial year and the date of this Report except as stated hereinafter.
(i) As reported in the previous year's Annual Report , the Company
received two Property Tax related Bills from Panvel Municipal Corporation with regard to
its two Industrial Plots No.36 & 37 situated at MIDC Industrial Estate, at Taloja,
Dist. Raigad, amounting to Rs.2,39,225/- & Rs.12,31,501/- respectively, calculated
from retrospective years without giving adequate information and details. The similar
Bills were issued to other units also. Accordingly, in this regard, a Civil Writ Petition
has been filed by Taloja Manufacturers' Association (TMA) and its Members (our
Company being a Member of TMA) jointly in the H'ble High Court of Judicature at
Bombay against the State of Maharashtra & Others on 16/04/2022, which is still pending
for disposal.
(ii) It may be recalled that in the previous Report, we had mentioned
that Panvel Municipal Corporation (PMC) had raised LBT demand on erstwhile merged Company,
Agarwal Petrochem Private Limited for the period Jan-Jun 2017, which in line with others
Petitioners, had filed a Writ Petition in the Hon'ble Bombay High Court, which as an
interim relief has directed the PMC not to initiate any coercive action against the
petitioners till the further orders. Accordingly, the actual financial impact of such
demand are not known due to pending assessments and the status of the case remains the
same. Till date, the matter is still pending for adjudication in the said H'ble
Bombay High Court .
(iii) The Asst. Commissioner of Customs, Kakinada had filed three
Appeals with The Commissioner (Appeals), Customs, Central Excise and Service Tax, Guntur,
after the Review Orders were passed by the Commissioner of Customs (Preventive), to set
aside three Orders-in-Original, two dated 08.11.2017 and one dated 30.11.2017
respectively, passed by the Asst. Commissioner of Customs, Kakinada sanctioning thereby
Special Additional Duty refunds aggregating to Rs.86.55 Lakhs to the Company. The
Commissioner (Appeals), Customs, Central Excise and Service Tax, Guntur vide its three
Orders dated 29.06.2018, set aside all three Orders-in-Original passed by the Asst.
Commissioner of Customs, Kakinada as stated herein above and allowed all three
Applications filed by the Asst. Commissioner of Customs, Kakinada. In this regard, against
the aforesaid three Orders passed by the Commissioner (Appeals), Customs, Central Excise
and Service Tax, Guntur, your Company has already filed respective Appeals with the
Customs, Excise & Service Tax Appellate Tribunal at Hyderabad and the matter is still
pending.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls
commensurate with the size, scale and nature of its operations. The Internal Auditor
monitors and evaluates the efficacy and adequacy of internal control systems in the
Company, its compliance with operating systems, accounting procedures and policies at all
locations of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a mechanism
for the Directors and employees to report genuine concerns about any unethical behavior,
actual or suspected fraud or violation of the Company's Code of Conduct. The
provisions of this policy are in line with the provisions of Section 177 (9) of the Act
and as per Regulation 22(1) of the SEBI (Listing Obligation and Disclosure Requirements),
Regulations 2015. The Whistle Blower Policy can be accessed on the Company's website
- www.aicltd.in.
AUDIT COMMITTEE
The Company has in place an Audit Committee in terms of the
requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation
18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as
amended. The details relating to the same are given in Report on Corporate Governance
forming part of this Board Report.
Constitution of the Audit Committee:
Mr. Alok Bharara – Independent Director – Chairman
Mr. Rajkumar Mehta - Independent Director
Mr. Mahendra Agarwal - Non Independent – Non Executive Director.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013, ("THE ACT")
Particulars of loans given, investments made and securities provided
are mentioned in the financial statement under Notes 46 respectively of the said
statement. Your Company has not provided any guarantee or given security in connection
with loan to any other body corporate or person.
RISK MANAGEMENT
The Company has constituted a Risk Management Committee, details of
which are set out in the Corporate Governance Report. The Company has adopted a Risk
Management Policy, pursuant to the provisions of Section 134 of the Act, which has a Risk
Management framework to identify and evaluate business risks and opportunities. This
framework seeks to create transparency, minimize adverse impact on business objective and
enhance the Company's competitive advantage. The risk framework defines the risk
management approach across the enterprise at various levels including documentation and
reporting.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In terms of Section 149 of the Act and pursuant to the Regulation 17 of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended, the
Board of the Company has optimum combination of Executive, Non-Executive and Independent
Directors. The Board also comprises of an Independent Woman Director. For details, please
refer to Corporate Governance Report attached hereinafter.
Re-appointments of Mr. Jaiprakash Agarwal, Mr. Lalit Agarwal and Mr.
Ramchandra Agarwal:
Mr. Jaiprakash Agarwal, Mr. Lalit Agarwal and Mr. Ramchandra Agarwal,
Promoter Directors and were re-appointed as the Managing Director and Whole Time Directors
of the Company for a period of 3 years with effect from April 01, 2022 to March 31, 2025
by the members of the Company in the Annual General Meeting of the Company held on
September 30, 2021.
Independent Directors:
Mr. Rajkumar Mehta, Mr. Alok Bharara, Mr. Harikrishna Patni & Mrs.
Priti Lodha were appointed as Independent Directors by the Members of the Company for the
second term of 5 years w.e.f. September 30, 2019.
Ms. Dipali Pitale is appointed as Company Secretary and Compliance
Officer of the Company w.e.f. March 10, 2021.
In terms of Section 203 of the Act the following were designated as KMP
of your Company by the Board:
Mr. Jaiprakash Agarwal - Managing Director
Mr. Lalit Agarwal - Whole Time Director
Mr. Ramchandra Agarwal - Whole Time Director
Mr. Vipin Agarwal - Chief Financial Officer
Ms. Dipali Pitale - Company Secretary
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as stipulated under
Section 149(7) of the Companies Act, 2013 and as per Regulation 17 SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.
BOARD MEETINGS
During the year under review, 10 (Ten) Board Meetings (including
Exclusive Meeting of Independent Directors) were held and the intervening gap between the
meetings did not exceed the period prescribed under the Act, the details of which are
given in the Corporate Governance Report.
BOARD EFFECTIVENESS
The Company once again emphasize that it has adopted the Governance
guidelines which, inter alia, cover aspects related to composition and role of the Board,
Directors, Board diversity, definition of independence and mandates of Board Committees.
It also covers aspects relating to nomination, appointment, induction and development of
Directors, Directors remuneration, Code of Conduct and Board Effectiveness Review.
A. Board Evaluation
During the year under review, the Board of Directors has carried out an
annual evaluation of its own performance, Board Committees and individual Directors
pursuant to the provisions of the Act and the corporate governance requirement as
prescribed by Securities Exchange Board of India (SEBI) under Regulation 17(10) of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking
inputs from the Directors on the basis of the criteria such as the Board Composition and
structures, effectiveness of board processes, information and functioning, etc. The Board
evaluates performance of the committees after seeking inputs from the committee members on
the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc. The Board and the Nomination and Remuneration Committee (NRC)
reviewed the performance of the individual Directors on the basis of the criteria such as
the contribution of the individual Director to the Board and Committee Meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the board as a whole was evaluated, taking into
account the views of the Executive Directors and Non-Executive Directors. The same was
discussed in the Board meeting that followed the meeting of the Independent Directors, at
which the performance of the Board, its committees and individual Directors was also
discussed.
B. Appointment of Directors and Criteria for determining
qualifications, positive attributes, independence of a Director
As per Company's Policy, the NRC is responsible for developing
competency requirements for the Board based on the industry and strategy of the Company.
The NRC reviews and meets potential candidates, prior to recommending their nomination to
the Board.
At the time of appointment, specific requirements for the position,
including expert knowledge expected, is communicated to the appointee.
The NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors in terms of provisions of Section 178
(3) of the Act and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements),
Regulations 2015. Independence: A Director will be considered as an ‘Independent
Director' if he/ she meets with the criteria for ‘Independence' as laid
down in the Act and Regulation 16(1)(b) SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.
Competency: A transparent Board nomination process is in place that
encourages diversity of thought, experience, knowledge, perspective, age and gender. It is
ensured that the Board has a mix of members with different educational qualifications,
knowledge and with adequate experience in banking and finance, accounting and taxation,
economics, legal and regulatory matters.
Additional Positive Attributes:
• The Directors should not have any other pecuniary relationship
with the Company, its subsidiaries, associates or joint ventures and the Company's
promoters, except as provided under law.
• The Directors should maintain an arm's length relationship
between themselves and the employees of the Company, as also with the Directors and
employees of its subsidiaries, associates, joint ventures, promoters and stakeholders for
whom the relationship with these entities is material.
• The Directors should not be the subject of proved allegations of
illegal or unethical behavior, in their Private or professional lives.
• The Directors should have the ability to devote sufficient time
to the affairs of the Company.
. Remuneration Policy
The Company had adopted a Remuneration Policy, subject to review from
time to time for the Directors, KMP and other employees, pursuant to the provisions of the
Companies Act 2013 and Regulation 19(4) read with Part B of Schedule II of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015. The key principles governing
the Company's Remuneration Policy are as follows: Remuneration for Independent
Directors and Non-Independent Non-Executive Directors:
• Independent Directors (ID) and Non-Independent Non-Executive
Directors (NINED) may be paid sitting fees for attending the meetings of the Board and of
Committees of which they may be members. (Presently, all Independent Directors and one
Non-Independent Non-Executive Director have voluntarily foregone sitting fee for attending
Board and Committee Meetings.)
• Overall remuneration should be reasonable and sufficient to
attract, retain and motivate Directors aligned to the requirements of the Company, taking
into consideration the challenges faced by the Company and its future growth imperatives.
Remuneration paid should be reflective of the size of the Company,
complexity of the sector/ industry/ Company's operations and the Company's
capacity to pay the remuneration and be consistent with recognized best practices.
• The remuneration payable to Directors shall be inclusive of any
remuneration payable for services rendered in any other capacity, unless the services
rendered are of a professional nature and the NRC is of the opinion that the
Director possesses requisite qualification for the practice of the
profession. It may be noted that the Independent Directors of the Company have voluntarily
foregone remuneration of any type and kind including sitting fee and accordingly no
payment is made to them in this regard. Remuneration for Managing Director (MD)/ Executive
Directors (ED)/ Key Managerial Personnel (KMP)/ rest of the Employees is paid.
• The extent of overall remuneration should be sufficient to
attract and retain talented and qualified individuals suitable for every role. Hence
remuneration should be market competitive, driven by the role played by the individual,
reflective of the size of the Company, complexity of the sector/ industry/ Company's
operations and the Company's capacity to pay, consistent with recognized best
practices and aligned to any regulatory requirements.
Basic/ fixed salary is provided to all employees to ensure that there
is a steady income in line with their skills and experience. It is affirmed that the
remuneration paid to Managing Director, Whole Time Directors and KMP is as per the
Remuneration Policy of the Company. Presently no remuneration or sitting fee, of
whatsoever kind and nature, is paid to any Independent Director.
PROTECTION OF WOMEN AT WORKPLACE
The Company has formulated a policy on ‘Protection of Women's
Rights at Workplace' as per the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013. This has been widely
disseminated. There were no cases of sexual harassment received by the Company during the
F.Y. 2022-23 & between the end of the financial year and the date of this Report.
Mrs. Harshada Patil is the External Member of Internal Complaints
Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, no significant material orders were
passed by the regulators or courts or tribunals impacting the going concern status and the
Company's operations.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the
year under review.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
STATUTORY AUDITORS
At the ensuing Twenty Ninth Annual General Meeting of the Company, the
Members will be requested to ratify the appointment of M/s. Ladha Singhal &
Associates, Chartered Accountants, Mumbai as the Auditors of the Company to hold office
from the conclusion of this Annual General Meeting till the conclusion of the next Annual
General Meeting at such remuneration as may be mutually agreed upon between the Board of
Directors of the Company and the Auditors. They have confirmed their eligibility to the
effect would be within the prescribed limits under the Act and they are not disqualified
for re-appointment.
The notes on financial statements referred to in the Auditors'
Report are self-explanatory and do not call for any further comments.
The Auditors' Report does not contain any qualification,
reservation or adverse remark.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as ANNEXURE - I.
SECRETARIAL AUDIT
The Board of Directors of your Company had appointed Mr. P. M. Vala,
Practicing Company Secretary (Membership No. FCS - 5193, CP No. - 4237) to undertake the
Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit
Report in Form No. MR-3 for the financial year ended March 31, 2023 is annexed herewith as
ANNEXURE - II.
Secretarial Auditors' observations: The report does not contain
any qualifications, reservation or adverse remarks
COST AUDITOR
Pursuant to the provisions of Section 148 and other applicable
provisions, if any, of the Companies Act, 2013 and the Companies (Cost Records and Audit)
Rules, 2014 (including any statutory modification(s) or re-enactments thereof, for the
time being in force), the Board of Directors of the Company have appointed Mr. Vinayak
Kulkarni, Cost Accountant (Membership No. – 28559) as the Cost Auditors to conduct
the Cost Audit of the Company for relevant segments for the financial year ending March
31, 2023.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo, during the financial year
ended March 31, 2023 is given as below :
(A) Conservation of Energy:
As stated in the Director's Report, conservation of energy is an
ongoing process and, in this regard, your Company ensures optimal use of energy, avoid
wastages and attempts to conserve energy as best as possible. However, no significant
investments were made in this regard during the year under review.
(B) Technology Absorption:
Your Company continues to adopt technology absorption techniques which
are effective and been successfully carried out for many years now. In its endeavor to
improve constantly, your Company ensures regular monitoring and reviewing of the existing
technology and always attempts if the same can be modified, upgraded or improved upon for
increased and better operations. However, no specific research and development activities
were carried out during the year under review.
C) Foreign Exchange Earnings and Outgo:
Rs. in Lakhs
| Particulars |
F.Y. 2022-23(Audited) |
| Earnings |
1545.76 |
| Outgo |
146974.83 |
DISCLOSURE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES,
2016
Disclosure pursuant to the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached
herewith as per ANNEXURE- III.
However, since there were no employees drawing remuneration in excess
of the limit set out in the aforesaid amended rules, the particulars of employees required
to be furnished pursuant to Section 197 (12) read with Rule 5(2) and Rule 5 (3) of the
Companies (Appointment and Remuneration of Managerial Personal) Amendment Rules, 2016 does
not form part of this annual report.
FIXED DEPOSITS
The Company did not accept any Fixed Deposits from the public during
the year and no fixed deposits were outstanding or unclaimed as on March 31, 2023.
STATUS OF UNCLAIMED/ UNPAID DIVIDEND AMOUNTS
The status of unclaimed/ unpaid Dividend amounts as on March 31, 2023:
Rs.5.96 Lakhs
BORROWINGS AND DEBT SERVICING
During the year under review, your Company has met all its obligations
towards repayment of principal and interest on loans availed.
LISTING OF SHARES
The equity shares of your Company have been listed on the BSE Limited
and the National Stock Exchange of India Limited. The listing fees for the year 2022-23
have been duly paid.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state and confirm that:
(i) in the preparation of the annual accounts for the financial year
ended March 31, 2023, the applicable accounting standards read with requirements set out
under Schedule III to the Act, have been followed and that there are no material
departures from the same;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2023
and of the profits 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 Act,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; (iv) the Directors have prepared the accounts for the financial year
ended March 31, 2023 on a ‘going concern' basis;
(v) the Directors have laid down internal financial controls to be
followed by the Company and that such financial controls are adequate and are operating
effectively;
(vi) the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and are
operating effectively.
CORPORATE GOVERNANCE
Your Company ensures maintaining highest standards of corporate
governance as per corporate governance requirements formulated by SEBI. The report on
Corporate Governance as per SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 forms an integral part of the Annual Report. (ANNEXURE – IV).
The requisite certificate from the Auditors of the Company confirming compliance with the
conditions of Corporate Governance is attached to report on Corporate Governance.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34(2) of SEBI (LODR) Regulations, 2015. (ANNEXURE
– V).
RELATED PARTY TRANSACTIONS
All related party transactions to be entered into during the F. Y.
2022-23 on omnibus basis were approved by the Board of Directors and the Audit Committee
and were also consented by the members in the Annual General Meeting of the Company held
on September 30, 2022 in accordance with Section 188 of the Companies Act, 2013 and Rules
made thereunder (as amended) and as per earlier Listing Agreements and subsequently on the
basis of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Details of related party transactions entered during the F.Y. 2022-23
are placed under ANNEXURE –VI as per Form AOC-2 attached with this
Directors' Report. The
Policy on materiality of related party transactions may be accessed on
the Company's website- www.aicltd.in.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee comprises of Mr.
Jaiprakash Agarwal, Managing Director, Mr. Lalit Agarwal, Whole Time Director and Mr. Alok
Bharara, an Independent Director. Mr. Jaiprakash Agarwal, Managing Director, is the
Chairman of the Committee.
The details of the various projects and programs which can be
undertaken by the Company as a part of its CSR Policy framework is available on its
website www.aicltd.in. The disclosures required to be given under Section 135 of the
Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 are given in ANNEXURE- VII forming part of this Board Report.
BUSINESS RESPONCIBILITY AND SUSTAINABILITY REPORT (BRSR)
According to Top Companies' list of Stock Exchanges dated 31st
March 2022 and 31st March 2023, our Company falls under top 1000 Companies and therefore
as per the SEBI's relevant circulars indicating the applicability of BRSR Reporting.
The said BRSR for FY 2022-23 attached as ANNEXURE- VIII.
APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE IBC CODE, 2016
No application made or any proceeding is pending under the IBC Code,
2016 during the year under review and thereafter till the date of this report.
ACKNOWLEDGEMENT
Your Directors place on record their deep sense of appreciation for the
contribution made by employees towards the success and growth of your Company. Your
Directors also thank all the shareholders, investors, customers, vendors, bankers,
business partners, government and regulatory authorities for their continued co-operation
and support.
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On behalf of the Board of Directors |
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|
Agarwal Industrial Corporation Limited |
|
Ramchandra Agarwal |
Jaiprakash Agarwal |
| Place:Mumbai |
(DIN:02064854) |
(DIN: 01379868) |
| Date: August 14, 2023 |
Whole Time Director |
Managing Director |