Ahluwalia Contracts (India) Ltd
Directors Reports
To the Members,
Your Directors take pleasure in presenting the 44th Annual Report (Integrated) on the
business and operations of the Company and the accounts for the Financial Year ended 31st
March, 2023.
FINANCIAL HIGHLIGHTS
The Board's Report is prepared based on the standalone and consolidated financial
statements of the Company. The Company's financial performance for the year under
review alongwith previous year's figures are given hereunder:
Standalone Financial Results:
(Rs. in Lakhs)
COMPANY'S PERFORMANCE AND FUTURE OUTLOOK
The Standalone Total Income for FY 2023 was ` 286791.08 Lakhs (Previous
Year: ` 272160.88 Lakhs) thereby showing an increase of 5.37 %. The Operating Profit
(EBITDA) stood at ` 30417.40 Lakhs as against ` 25660.45 Lakhs in the Previous Year. The
Net Profit for the year stood at ` 19416.23 Lakhs against ` 15525.90 Lakhs reported in the
Previous Year showing an increase of 25.06%.
The Consolidated Total Income for FY 2023 was ` 286791.08 Lakhs
(Previous Year: ` 272160.88 Lakhs) thereby showing ab increase of 5.38% The Consolidated
Operating Profit (EBITDA) stood at ` 30412.84 Lakhs (Previous Year:
` 25656.21). The Consolidated Profit after tax stood at
15643.49
` 19397.68 Lakhs (Previous Year: ` 15521.66 Lakhs) showing an increase of 24.97%.
FUTURE OUTLOOK
The total order book for the Financial Year 2023-24 is
` 1446459 Lakhs. During the Year the Company has got orders for
development of Infrastructure and Building Projects etc.
DIVIDEND
During the financial year 2022-23, your Directors recommend a dividend
@20% i.e. ` 0.40 Paisa per equity share on the face value of ` 2/- per equity share for
the Financial year 2022-23. The final dividend, subject to
approval of the Members at the ensuing 44th Annual General Meeting will
be paid on or after Saturday, 30th September, 2023 to the Members whose names appear in
the Register of Members, as on the Book Closure date, i.e. Friday, 22nd September, 2023.
The total dividend for the financial year, including the proposed final
dividend, amounts to 20% i.e. ` 0.40 Paisa per equity share and will absorb ` 267.95
Lakhs. In view of the changes made under the Income-tax Act, 1961, by the Finance Act,
2020, dividends paid or distributed by the Company shall be taxable in the hands of the
Shareholders. Your Company shall, accordingly, make the payment of the final dividend
after deduction of tax at source.
As per Regulation 43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations'), the Dividend Distribution Policy is disclosed in the Corporate
Governance Report and is uploaded on the Company's website at D/D Policy | AHLUWALIA
CONTRACTS (INDIA) LTD. (acilnet.com)
HUMAN RESOURCES
The Company has a strong belief that maximizing the potential,
skills and enthusiasm of each employee will help the Company in attaining sustainable
growth. The Company is committed to providing a healthy and co-operative work environment.
To ensure this, the Company properly listens to individual concerns and addresses the
issues raised by the employees. The Company further empowers employees in a manner that
encourages behavior resulting in better performances and value addition for clients/
customers.
Human resources are vital for any Organization to achieve sustainable
performance in this dynamic environment. The Company values its human resources and is
committed to providing them with an enabling environment which motivates, facilitates
their growth and rewards them for their contributions. HR Team strives to develop
workforce which is motivated, committed and aligned with the ACIL strategic goals and
objectives. To ensure an enabling work culture and an engaged work force, employee-centric
policies and development initiatives have been adopted from time to time. The policies are
regularly re-visited and updated to keep abreast with the changing work expectations and
employee aspirations.
Human Resource is at the heart of every successful organization, more
so in today's world of disruption and complexity. We at ACIL consider human resources
as our most valuable asset and are committed to fostering a
healthy, productive environment for employees which will allow them to
transform potential into performance.
The Company promotes diversity and is in a constant endeavor to
establish a corporate culture that embodies mutual respect. It allows employees to play
active roles in a workplace that promotes personal and professional growth, diverse values
and conducive work environment that is completely free of discrimination and harassment.
The Company's HR department is fully trained to cater to the needs of the employees
that may arise from time to time. Also, the HR department creates all HR strategies in
consultation with the senior management and Board of Directors of the Company. As on March
31, 2023, the total number of employees of the Company is 2,551.
Talent Acquisition
Your Company's Talent acquisition strategy aims at identifying
and developing a well-qualified and effective talent pool to address both short term and
long-term requirements. To meet our dynamic business needs diverse recruitment models are
adopted with intake of fresh talent, domain specialists, and short term hiring through
empanelled agencies, fixed term hiring and on boarding consultants/advisors. Planned job
rotation has been implemented for optimum utilization of available human resources.
- Performance Management System
To enable a performance-based culture, your Company has in place a
robust and transparent online process of Performance Management System that gives
weightage to both performance & potential and ensures holistic assessment. The outcome
of Performance Management System is used for career progression, performance related pay,
training & development and succession planning.
INFORMATION TECHNOLOGY SERVICES
Information Technology Services (ITS) Division continued to make
advances, providing high-tech IT enabled services to ACIL's mainstream activities by
developing/ implementing IT solutions to deliver better quality services with emphasis on
increased efficiency and improved productivity.
ITS has initiated major steps towards the critical activity of
deperimeterization of activities as well as IT-enabled business continuity in safe and
secure manner. ITS has also adopted and enabled smart platform in seamless Engineering
activity through cutting-edge technology in
pursuit of operational excellence, enhanced productivity &
competitive edge. Adoption of technology at every activity has ushered in new way of doing
business in the Company.
ITS Provides services in two different areas:
- Technological interventions in the areas of Infrastructure facilities/device considering
connectivity and Cyber security and data security as key components.
- Digitalization of work processes through Applications and Portals to ensure seamless
& automated functioning within the Company as well for the external stakeholders.
These activities also help in achieving sustainable goal Major achievements under both the
areas are indicated
Infrastructure Up-gradation
- ACIL has adopted Device as a Service approach for procurement of new devices keeping in
mind continuous upgradation of technology and responsible device usage. The upgradation
will enhance user experience and adoption of technologies.
- Established complete de-perimeterization with suitable centralized IT infrastructure
allowing flexible access within office premises and outside.
- State-of-the-art disk-based backup system with remote replication for enhanced
protection and availability of all business data along with the applications has been
implemented, to address seamless back up flow.
- Rolled out smart platform across the complete Process and Detailed engineering
functional value chain on prestigious projects.
Security
- In an effort towards continual improvement and meeting best practices, ITS has also
achieved ISO 27001:2013 Information Security Management System recertification
/certification for the operations and management of the data centres at Delhi, Mumbai,
Kolkata, Bangalore, Patna, Bhubaneshwar, Jammu and Gurugram respectively.
Usage of Virtual tools
To address need of seamless interaction in safe way, Videoconferencing
facilities have been enabled within premises and for employees using cloud-based virtual
meeting services along with matching hardware facilities. The connectivity enhancement
from anywhere approach has been adopted in office premises by enabling complete wi- fi
connectivity
CHANGE IN NATURE OF BUSINESS
There was no change in nature of the business of the Company during the
financial year ended on March 31, 2023.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no Material Changes and Commitments affecting the financial
position of the Company which occurred between the end of the financial year to which the
financial statements relate and the date of this Report.
ANNUAL PERFORMANCE
Details of the Company's annual financial performance as published
on the Company's website and presented during the Analyst Meet, after declaration of
annual results can be accessed on the Company's website at www.acilnet.com
SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2023 stood at `
1,339.75 Lakhs. During the year under review, the Company has not issued shares or
convertible securities or shares with differential voting rights nor has granted any stock
options or sweat equity or warrants.
TRANSFER TO RESERVE
The Company did not transfer any amount to General Reserve during the
year.
DIRECTORS
During the period under review and as on date of this Report, the Board
of the Company consists of the following Directors:
| Sl. |
Name of the Director |
Category of Directorship/ Designation |
| 1 |
Mr. Bikramjit Ahluwalia, DIN:00304947 |
Executive Managing Director (Whole Time) |
| 2 |
Mr. Shobhit Uppal, DIN:00305264 |
Executive (Whole Time) |
| 3 |
Mr. Vikas Ahluwalia, DIN:00305175 |
Executive (Whole Time) |
| 4 |
Mr. Sanjiv Sharma, DIN: 08478247 |
Executive (Whole Time) |
| 5 |
Mr. Arun Kumar Gupta, DIN:00371289 |
Independent Non-Executive |
| 6 |
Dr. Sushil Chandra, DIN:00502167 |
Independent Non-Executive |
| Sl. |
Name of the Director |
Category of Directorship/ Designation |
| 7 |
Mrs. Sheela Bhide, DIN: 01843547* |
Women Independent Non-Executive |
| 8 |
Mr. Rajendra Prashad Gupta, DIN: 02537985 |
Independent Non-Executive |
KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Act, the following are the Key
Managerial Personnel (KMPs) of the Company as on 31st March 2023.
Meeting and being eligible, seeks re-appointment. The Board recommends
his appointment for the approval of the members of the Company in the ensuing 44th AGM. A
resolution seeking shareholders' approval for his re- appointment forms part of the
Notice of AGM.
STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under the
provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as
well as the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015
MEETINGS OF THE BOARD
The Schedule of meetings of the Board of Director and Committee of
the Board is circulated to the Director in advance. During the year, 6 (Six) Board
Meetings were convened and hold, the details Board and Committee meetings are given in the
Corporate Governance Report, the gap between any two convened meetings of Board of
Directors was less than 120 days.
CRITERIA FOR SELECTION OF CANDIDATES FOR MEMBERSHIP ON THE BOARD OF
DIRECTORS AND THE REMUNERATION POLICY
6 Mr. Vipin Kumar Tiwari Company Secretary (CS)
During the year under review, following changes occurred in the
directors of the Company:
Mrs. Sheela Bhide (DIN: 01843547) was re-appointed for another
period of five years as an Independent director of the Company w.e.f. 17.09.2022 whose
appointment was confirmed as an Independent Director of the Company in the Annual General
Meeting. Further Mr. Rajendra Prashad Gupta (DIN:02537985) also re-appointed for another
period of five years as an Independent Director of the Company
w.e.f 24.07.2022 and his appointment was confirmed in the Annual
General Meeting of the Company.
Mr. Sanjeev Sharma (DIN:08478247) was re-appointed as Whole Time
Director for another period of five years w.e.f. 1.08.2022 and his appointment was
confirmed in the Annual General Meeting of the Company.
In accordance with Section 152 of the Act Mr. Vikas Ahluwalia (DIN:
00305157), who has been longest in the office, is liable to retire by rotation at the
ensuing 44th Annual General
As per the provisions of Section 178 of the Act and other relevant
provisions and on the recommendation of Nomination & Remuneration Committee, the Board
has framed a criteria for selection of Directors, a policy for remuneration of Directors,
key managerial personnel ("KMP"), senior management personnel ("SMP")
and other employees. The Criteria for selection of candidates for Membership on the Board
of Directors and the remuneration policy are stated in the Corporate Governance Report.
BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations,
the Board has carried out an annual performance evaluation of its own performance, its
committees and the individual Directors. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
AUDIT COMMITTEE
Your Company has a qualified and independent Audit Committee. The
Audit Committee consists of the following members as on date of this Report:
| Name of the Directors |
Designation |
Nature of Directorship |
| Mr. Arun Kumar Gupta |
Chairman |
Non-executive Independent Director |
| Dr. Sushil Chandra |
Member |
Non-executive Independent Director |
| Mr. Rajendra Prashad Gupta |
Member |
Non-executive Independent Director |
| Mr. Shobhit Uppal |
Member |
Executive-Dy. Managing Director |
The constitution of the Committee is in compliance with the provisions
of the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended time to time. The
Detailed description & Terms of reference of the Audit Committee and details of
meetings held during the year and attendance of Directors has been given in Corporate
Governance Report. The terms of reference and role of the Committee are as per the
guidelines set out in the Listing Regulations and Section 177 of the Act and rules made
thereunder and includes such other functions as may be assigned to it by the Board from
time to time.
The Committee has adequate powers to play an effective role as required
under the provisions of the Act and Listing Regulations. During the year under review, the
Board of Directors of the Company had accepted all the recommendations of the Audit
Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee's (NRC) composition
meets with requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the
Listing Regulation, 2015. The Nomination and Remuneration Committee's consists of the
following members as on date of report:
| Name of the Directors |
Designation |
Nature of Directorship |
| Dr. Sushil Chandra |
Chairman |
Non-executive Independent Director |
| Mr. Arun Kumar Gupta |
Member |
Non-executive Independent Director |
| Mr. Rajendra Prashad Gupta |
Member |
Non-executive Independent Director |
The performance evaluation criteria for independent directors are
determined by the Nomination and Remuneration Committee. An indicative list of factors on
which evaluation was carried out includes participation and contribution by a Director,
commitment, effective deployment of knowledge and expertise, integrity and maintenance of
confidentiality and independence of behavior and judgment.
REMUNERATION POLICY
The remuneration policy of the Company includes the process for
Directors appointment and remuneration, including the criteria for determining
qualifications of executive & Non-executive Directors.
The Remuneration policy is available on https:// www.acilnet.com.
The Detailed description & Terms of reference of the Nomination & Remuneration
Committee and details of meetings held during the year and attendance of Directors has
been given in Corporate Governance Report
STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee's (SRC) composition
meets with requirements of Section 178(5) of the Companies Act, 2013 and Regulation 20 of
the Listing Regulations, 2015. The Stakeholders Relationship Committee consists of the
following members as on date of this Report:
| Name of the Directors |
Designation |
Nature of Directorship |
| Mr. Rajendra Prashad Gupta |
Chairman |
Non-executive Independent Director |
| Dr. Sushil Chandra |
Member |
Non-executive Independent Director |
| Mr. Shobhit Uppal |
Member |
Executive - Dy. Managing Director |
The Detailed description & Terms of reference of the
Stakeholders' Relationship Committee and details of meetings held during the year and
attendance of Directors has been given in Corporate Governance Report
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As a part of its initiative under the "Corporate Social
Responsibility" (CSR) drive, the Company has undertaken projects in the areas of
environment sustainability, preventive health care, eradication of hunger, education,
women empowerment. These projects are in accordance
with Schedule VII of the Act and the Company's CSR policy.
- Eradicating hunger, poverty and malnutrition;
- Promotion of healthcare including preventive healthcare;
- Promotion of education and employment-enhancing vocational skills;
- Ensuring environmental sustainability and animal welfare including measures for reducing
inequalities faced by socially & economically backward groups;
During the year, the company is required to spend an amount of ` 284.82
Lakhs as CSR Contributions and the Company has spent ` 399.54 Lakhs during the year in
various fields including in education, health, skill development and Covid-19 pandemic
across the country. The excess contribution of ` 114.72 Lakhs shall be carried forward to
immediately three succeeding financial years in compliance of CSR Rules.
The Constitution of the Corporate Social Responsibility (CSR) Committee is as detailed
below:
| Name of the Directors |
Designation |
Nature of Directorship |
| Dr. Sushil Chandra |
Chairman |
Non-executive Independent Director |
| Mr. Arun Kumar Gupta |
Member |
Non-executive Independent Director |
| Mr. Shobhit Uppal |
Member |
Executive - Dy. Managing Director |
CORPORATE SOCIAL RESPONSIBILITY – ACTIVITIES (CSR)
The CSR Policy is hosted on the website of the Company. The Company has
a CSR Committee to monitor adherence to Corporate Social Responsibility Policy and to
track transactions related to Ongoing / Non-ongoing projects etc. Certification by Chief
Financial Officer on disbursement and utilization of Corporate Social Responsibility funds
is attached as Annexure A to this Report. Further, a detailed report on the CSR
activities inter- alia disclosing the composition of CSR Committee and CSR activities are
attached as Annexure A-1 to this Report.
The disclosure pertaining to the constitution of committee and number
of meetings held during the year forms part of the Corporate Governance Report which is a
part of Annual Report. The Policy has been uploaded on the Company's
website at www.acilnet.com
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Management Discussion & Analysis report has
been incorporated in the Annual Report for the information of the shareholders.
RISK MANAGEMENT
Ahluwalia Contracts (India) Ltd (ACIL) acknowledges that every
business has some inherent risks and thus, the Company adopts timely measures to
understand the internal and external environment so that these risks can be identified and
adequate measures can be taken to mitigate them. The Company has in place Enterprise Risk
Management System (ERMS), which decides the possible mitigation plans for all risks and
embeds them in the strategic plans of the Company.
Pursuant to Regulation 21 of Listing Regulations, the Board of
Directors of the Company has constituted a Risk Management Committee on April 26, 2021, to
frame, implement and monitor the risk management plan for the Company. The Committee
comprises of two Executive Directors and one Non-Executive Independent Director.
The Company has established Enterprise Risk Management process to
manage risks with the objective of maximizing shareholders value. The Board of Directors
of the Company has formed a Risk Management Committee to implement and monitor the risk
management Policy of the Company. The development and implementation of the risk
management policy has been covered in the Management Discussion and Analysis, which forms
part of this report. The detailed description & Terms of reference of the Risk
Management Committee and details of meetings held during the year and attendance of
Directors has been given in Corporate Governance Report.
BUSINESS RESPONSIBILITY AND SUSTAINBILITY REPORT
As stipulated under Regulation 34 of the SEBI (LODR) Regulation
2015, Business Responsibility and Sustainability Report is attached hereto and forms part
of the Annual Report.
HEALTH, SAFETY AND ENVIRONMENT
Ensuring safe working environment: Health, Safety and Environment
(HSE) are key enablers for our suppliers/
contractors to be able to deliver and meet the contractual commitments
without putting its employees at risk. Towards this objective, for each of the large
contracts that have significant people impact, a dedicated HSE policy, guideline and
governance mechanism is defined, agreed and put in place. Each operating asset or a
project has a structured governance review on defined HSE metrics and any violation is
reviewed and appropriate action is taken through effective contractual terms and
conditions and in compliance with all applicable requirements.
FOCUS ON COMPLIANCE
We have strong compliance systems in place to ensure that we adhere to
the relevant statutory regulations. We keep a constant check against discrimination, child
labour or forced labour.
ENVIRONMENT, HEALTH AND SAFETY
Environment, Health and Safety (EHS) has always been an integral part
of the larger ambit of ACILs ESG initiatives. ACILs Environment, Health & Safety (EHS)
strategies are directed towards achieving the greenest and safest operations across all
Sites by optimising the usage of natural resources and providing a safe and healthy
workplace.
The construction industry is heavily dependent on the environmental
conditions. It is hard to predict a natural disaster and one must always be prepared for
any such disaster. There is a constant fear of disasters like earthquakes, floods,
hurricanes, tornadoes and fires among others as these can adversely affect the performance
on existing sites and lead to a negative scenario.
SAFETY
The Company takes adequate measures to assess environmental risks and
manage them by studying various reports and adopt various safety measures to minimise
accidents. Also, the Company has emergency response plans in place to deal with a
situation that affects the environment. It advocates proactively improving its management
systems, to minimise health and safety hazards, thereby ensuring compliance in all
operational activities.
Ahluwalia Contracts (India) Ltd – ACIL is committed to prevent ill
Health & Injury to its Employees, Contractors and Visitors and Environmental Pollution
associated with all its activities and services through:
- Establishing, implementing and maintaining Environmental and Occupational Health &
Safety
Management Systems in compliance with International Standards.
- Continually improving the Health, Safety & Environmental performance by setting and
reviewing relevant objectives and targets.
- Complying with applicable EHS legal and other requirements.
- Dissemination of this EHS Policy through effective communication and training to
personnel working for and on behalf of ACIL and be made available to other interested
parties, as required.
PARTICULARS OF EMPLOYEES
Details in respect of the remuneration paid to the employees as
required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended from time to time forms part of this report. The Annual Report and accounts are
being sent to the share-holders excluding the aforesaid exhibits. Shareholders interested
in obtaining this information may access the same from the Company's website.
The ratio of the remuneration of each Director to the median
employee's remuneration and other details in terms of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is given in Annexure – B and forms part of this
Report.
PROTECTION OF WOMEN AT WORK PLACE
The Company has formulated a policy on Prevention of Sexual Harassment
of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has an Internal Complaints
Committee (ICC) for providing a redressal mechanism pertaining to sexual harassment of
women employees at workplace. During the financial year ended 31st March, 2023, the
Company has not received any complaints pertaining to Sexual Harassment.
INTERNAL CONTROL SYSTEM
Ahluwalia Contracts (India) Ltd (ACIL) intricate internal control
systems ensure efficient use of resources and compliance with established policies,
procedures and statutory requirements. The Company has in place well- documented
guidelines, procedures for Authorisation and
approvals, including regular audits. The Company has a well-
established internal audit framework that covers all aspects of financial and operational
controls, across units, functions and departments. It also has an efficient financial
reporting system in place. The Audit Committee of the Company evaluates the internal
financial control system of the Company periodically.
All Internal Audit findings and control systems are regularly reviewed
by the Audit Committee of the Board of Directors, which provides strategic guidance on the
same,
WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with
Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
Company has established a mechanism through which all the stakeholders can report the
suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower
Policy which has been approved by the Board of Directors of the Company has been hosted on
the website of the Company http://www.acilnet.com/wp-content/ uploads/2015/01/WBP30122014.pdf
. During the year under review, the Company has not received any complaint(s) under the
said policy.
GREEN INITIATIVES
In line with the Green Initiatives, electronic copy of the Notice
of 44th Annual General Meeting of the Company is sent to all Members whose email addresses
are registered with the Company/Depository Participant(s). For Members who have not
registered their e-mail addresses, are requested to register their e-mail IDs with
Company's Registrar and Share Transfer Agents, Link Intime India Pvt. Ltd at Noble
Heights, 1st Floor Plot NH-2 C-1, Block LSC, Near Savitri Market, Janakpuri, New Delhi -
110058
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
The Familiarisation program seeks to update the Independent
Directors on various matters covering Company's strategy business model, operations,
organization structure, finance, risk management etc. It also updates the Independent
Director with their roles, rights, responsibilities, duties under the Act, and other
statues. The Policy is available at http://www.acilnet.com/wp-content/
uploads/2023/04/Familly_Programmes_2022-23.pdf
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 members of the Company. The Company has taken a certificate from a
Practising Company Secretary regarding compliance with the conditions of Corporate
Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the same also forms part of this Annual
Report.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 125 of the Companies Act,
2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(‘the Rules'), all unpaid or unclaimed dividend 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 unclaimed and unpaid dividends and
corresponding shares to IEPF. The details of the unclaimed / un paid dividend during the
last seven years and also the details of the unclaimed shares transferred to IEPF are
given in the Report on Corporate Governance forming part of the Annual Report.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Auditors of
the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there
under either to the Company or to the Central Government.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
Your Company's Code of Conduct for Prevention of Insider
Trading covers all the Directors, Senior Management Personnel, persons forming part of
promoter(s)/promoter group(s) and such other designated employees of the Company, who are
expected to have access to unpublished price sensitive information relating to the
Company. The Directors, their relatives, senior management personnel, persons forming part
of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing,
selling and dealing in the shares of the company while in possession of
unpublished price sensitive information about the Company as well as during the closure of
trading window.
The Board of Directors has approved and adopted the revised Code of
Conduct to regulate, fair disclosure, Monitor and Report Trading by Insiders in line with
SEBI (Prohibition of Insider Trading) Amendment Regulation, 2018 and the same can be
accessed on the website: http:// www.acilnet.com/wp-content/uploads /2020 /07/
Insider_Trading_Policy%202019-20.pdf
DEPOSITS
During the year under review, your company has neither invited nor
accepted any public deposits from the public.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated
22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company
is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3
for outstanding receipt of money/loan by the Company, which is not considered as deposits.
The Company has complied the requirement within prescribed timeline.
CREDIT RATING
The Company's financial discipline and prudence is reflected in
the strong credit ratings prescribed by rating agencies as given below:
| Facilities |
Rating |
Rating Action |
| Long Term Bank |
CARE RATINGS |
Reaffirmed |
| Facilities |
LIMITED |
|
|
CARE A+; Stable/ |
|
|
(CARE A1 (Single A |
|
|
Plus: Outlook; Stable) |
|
| Long term/ |
CARE RATINGS |
Reaffirmed |
| short term |
LIMITED |
|
| Bank Facilities |
CARE AA-;Stable/ |
|
|
CARE A1+ (Double |
|
|
A Minus; Outlook; |
|
|
Stable/A One Plus) |
|
RELATED PARTY TRANSACTIONS
The prescribed Form AOC-2 as per Annexure-C forms an integral
part of this report. The Related party transactions policy approved by the Board of
Directors of the Company, as amended on May 30, 2019 in line with the requirements of the
SEBI (LODR) Amendment regulations, 2018 has been uploaded on the website of the Company at
www.acilnet.com
CODES OF CONDUCT FOR DIRECTORS AND SR. MANAGEMENT PERSONNEL
The Company has adopted a Code of Conduct for its Executive Directors
including a code of conduct for Independent Directors which suitably incorporates the
duties of Independent Directors as laid down in the Act. The Company has also adopted the
ACIL Code of Conduct for its Sr. Management personnel (GM and above) employees including
the Managing and Executive Directors.
The above codes can be accessed on the Company's website at www.acilnet.com
In terms of the Listing Regulations, all Directors and senior
management personnel have affirmed compliance with their respective codes. The CEO &
Managing Director, Whole Time Directors / Independent Director have also confirmed and
certified the same, which certification is provided at the end of the Report on Corporate
Governance.
SUBSIDIARIES COMPANIES
Pursuant to 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 as per Annexure-"D" to the Boards report of the Company. A
separate statement containing the salient features of the Financial statements of the
subsidiaries and joint ventures of the Company is prepared in Form AOC-1 which forms part
of the Consolidated financial statements. The Company has five wholly-owned subsidiaries
details as under which was incorporated during the financial year. The Policy for
determining material subsidiaries as approved by the Board may be accessed on the Company
‘website http:// www.acilnet.com/wp-content/uploads/2019/05 /
Subsidiary%20Companies %20Details.pdf as on 31st March 2023, the Company had Five (5)
subsidiaries i.e. 100% wholly- owned subsidiaries the details are as under:
| Premsagar Merchants Pvt. Ltd Regd. office:
KB-25, Salt Lake City, Sector-iii, Kolkata- 700 098 CIN: U51109WB2007PTC119814 |
Dipesh Mining Pvt. Ltd Regd. office:
KB-25, Salt Lake City, Sector-iii, Kolkata- 700 098 CIN: U13100WB2007PTC115150 |
Splendor Distributors Pvt. Ltd Regd.
office: KB-25, Salt Lake City, Sector-iii, Kolkata- 700 098 CIN: U51909WB2007PTC119832 |
| Jiwanjyoti Traders Pvt. Ltd Regd. office:
KB-25, Salt Lake City, Sector-iii, Kolkata- 700 098 CIN: U51109WB2007PTC119680 |
Paramount Dealcomm Pvt. Ltd Regd. office:
KB-25, Salt Lake City, Sector-iii, Kolkata- 700 098 CIN: U51109WB2007PTC119813 |
|
JOINT VENTURES: ACIL – RCPL(JV) AT JANAKPUR-4, DHANUSHA, NEPAL
During the year under review, the Company had entered into Joint
Venture Agreement with M/s Roshan Construction Pvt. Ltd for construction of National
Police Academy in Nepal and ACIL shall provide necessary technical support/ value
engineering support and RCPL shall solely responsible for construction, completion and
execution of the project. including entire funding and working capital to the JV.
PARTICULARS OF LOAN, INVESTMENTS AND GUARANTEES
The details of Loans, guarantees and investments covered under
Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements
provided in this Annual Report.
EXTRACT OF ANNUAL RETURN
The Draft Annual Return of the Company as at 31.03.2023 is
available on Company's web link : https://www.acilnet.com
STATUTORY AUDITORS
The standalone and the consolidated financial statements of the
Company have been prepared in accordance with Indian Accounting Standards (Ind AS)
notified under Section 133 of the Act. The Statutory Auditor's report does not
contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory
Auditors was present at the last Annual General Meeting (AGM) of the Company.
During the period under review, no incident of frauds was reported by
the Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013.
SECRETARIAL AUDIT
Mr. Santosh Kumar Pradhan, Company Secretaries, has been appointed
by the Board of Directors of the Company to carry out the Secretarial Audit under the
provision of Section 204 of the Act for the financial year ended March 31, 2023.
The Secretarial Audit report for financial year ended on March 31, 2023
is enclosed as per Annexure "E".
COST AUDIT
In compliance with the provisions of section 148 of the Act, the
Board of Directors of the Company at its meeting held on 27-05-2023 appointed M/s N.M.
& Co. Cost Accountants, (FRN000545) as cost Auditors of the Company for the financial
year 2023-24.
In terms of the provisions of section 148 of the Act read with the
Companies (Audit& Auditors) Rules, 2014, the remuneration of the cost Auditors has to
be ratified by the Members. Accordingly, necessary resolution is proposed at the 44th
Annual General Meeting for ratification of remuneration payable to the cost Auditors for
the financial year 2023-24.
The Company is maintaining the accounts and cost records as specified
by the Central Government under subsection
- of section 148 of the Act and rules made thereunder.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company confirms compliance with the applicable requirements of
Secretarial Standards 1 and 2 prescribed by the Institute of Company Secretaries of India
(ICSI).
CONSERVATION OF ENERGY,
The Company is core activities are civil construction which is not
power intensive. The Company is making every effort to conserve the usages of Power.
RESEARCH & DEVELOPMENT & TECHNOLOGY ADOPTION
While technology is a boon for all the industries, numerous surveys
and studies have proven that the construction industry has been slow in adopting
technological changes. There are various technologies like fleet management telematics,
GPS tracking, geo fencing, monitoring worker hours which can provide immense benefits and
also
safeguard the interest of all employees. The construction industry has
reached a point where adopting technological advancements is the only way forward.
However, industry players are still taking their time and are not speedy enough to adopt
changes. Risk Mitigation: The Company is active in adopting any new trend that comes in
the market and automate as many processes as possible and also trains employees to
implement automatic processes. In the coming years, the Company will prudently accept all
changes in the technological field to conquer the challenges faced by the industry.
The Company has not incurred significant amount in R&D and Technology Absorption.
FOREIGN EXCHANGE - EARNINGS AND OUTGO (Cash
Basis)
(Rs. in Lakhs)
| Particulars – Standalone |
FY23 |
FY22 |
| Foreign Exchange Earnings |
- |
NIL |
| Foreign Exchange Outflow mainly on account of Raw
Material |
125.01 |
151.51 |
| Capital Goods |
- |
- |
| Advance Payment for Raw Material |
- |
- |
| Advance Payment for Capital Goods |
- |
NIL |
| Travelling Expenses |
18.98 |
0.26 |
| Consultancy Charges / Technical Fee |
- |
NIL |
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to
the best of their knowledge hereby state and confirm that:
- in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
- the Directors had 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 and loss of the Company for that period;
- the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in
accordance with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;
- the Directors had prepared the annual accounts on a going concern basis;
- the Directors, had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively; and
- the Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Nomination and Remuneration Policy of Directors, Key Managerial
Personnel and other employees:
The Board and the Nomination and Remuneration Committee reviewed
the performance of the Individual Directors on the basis of 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 addition, the Chairman was also evaluated on the key aspects
of his role.
The Company has devised a Nomination and Remuneration Policy ("NRC
Policy") which inter alia sets out the guiding principles for identifying and
ascertaining the integrity, qualification, expertise and experience of the person for the
appointment as Director, Key Managerial Personnel (KMP) and Senior Management Personnel.
The NRC Policy further sets out guiding principles for the Nomination and Remuneration
Committee for determining and recommending to the Board the remuneration of Managerial
Personnel, KMP and Senior Management Personnel. There has been no change in NRC Policy
during the year.
The Company's Nomination and Remuneration Policy for Directors,
Key Managerial Personnel and Senior Management is available on the Company website at
WWW.ACILENT.COM
STOCK EXCHANGE LISTING
The shares of the Company are listed on BSE Limited (BSE), National
Stock Exchange of India Limited (NSE) and Calcutta Stock Exchange Association (CSE). The
listing fee for the financial year 2023-24 has been paid to BSE, CSE and NSE.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year no un-claimed / un-paid dividend is pending for
transfer in IEPF Account, therefore Company did not transfer any dividend amount to IEPF
Authority.
The Company also has its Dividend distribution policy which has been
approved by the Board of Directors. The said policy is uploaded on the website of the
Company at below link:www.acilnet.com
ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation and
thanks for the valuable cooperation and support received from the employees of the Company
at all levels, Company's Bankers, Central and State Government
Authorities, Associates, JV partners, clients, consultants, sub-
contractors, suppliers and Members of the Company and look forward for the same in equal
measure in the coming years.
On behalf of the Board of Directors
Ahluwalia Contracts (India) Ltd
Sd/-
(Bikramjit Ahluwalia) Chairman & Managing Director DIN: 00304947
Date : 14-08-2023
Place : New Delhi