Your Directors have pleasure to present the 45th Annual Report on the business and operations of your Company alongwith the Financial Statements for the year ended 31st March, 2025.
FINANCIAL RESULTS AND STATE OF AFFAIRS: (' In Lakhs)
PARTICULARS
31.03.2025
31.03.2024
Revenue From Operations
29836.83
34777.57
Other Income
278.23
123.21
Total Income
30115.06
34900.78
Profit before Depreciation, Interest & Exceptional Items
2131.63
2699.49
Less: Finance cost
1210.08
1292.93
Profit before Depreciation & Exceptional Items
921.55
1406.56
Less: Depreciation
396.36
351.99
Profit before Exceptional Items
525.19
1054.57
Exceptional Items
-
Profit before tax
Less: Tax Expenses
168.87
268.51
Profit after tax for the year
356.32
786.06
COMPANY PERFORMANCE
The financial statements have been prepared as per the IND-AS prescribed by the Institute of Chartered Accountants ofIndia (ICAI).
During the year under review, your Company has achieved a turnover of ' 29836.83 Lakh against ' 34777.57 Lakhduring previous year. The Company has reported a Profit after tax of ' 356.32 Lakh as against ' 786.06 Lakh duringprevious year.
During the year under review production of AC Pipes and AC Sheets was 31012 Metric Tons and 176942 Metric Tonsrespectively.
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 fullypaid-up Equity Shares of Rs. 5/- each for the financial year 2024-25 subject to approval of shareholders at the ensuingAnnual General Meeting.
CREDIT RATING
Infomerics Valuation and Rating Pvt. Ltd. has assigned below credit ratings to the Company:
Facility availed
Ratings
Long Term Bank Facilities
IVR BBB- / Negative (IVR Triple B Minus with Negative outlook)
Short Term Bank Facilities
IVR A3
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the Section 124 and other provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting,Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), all unpaid or unclaimed dividends that are required to be transferredby 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 sevenconsecutive years or more shall also be transferred to the demat account of the IEPF Authority. In compliance with theaforesaid provisions, the Company has transferred the following unclaimed and unpaid dividends and shares to IEPF asfollows:
S.
No.
Particulars
Amount /No. of sharesTransferredto IEPF
Date on whichDividend/Shares aretransferred
1.
Transfer of Unclaimed and unpaid dividend
2016-17 (Final Dividend)
' 1,31,247
25.11.2024
2.
Transfer of shares to IEPF
2016-17
52,000
11.12.2024
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 Authorized Share Capital of the Company is ' 90,00,00,000 /- (Rupees Ninety Crore only) divided into 10,00,00,000(Ten Crore) Equity Shares of ' 5/- (Rupees Five only) each and 40,00,000 (Forty Lakh) redeemable Preference Sharesof ' 100 (Rupees Hundred only) each.
The paid up Equity Share Capital as on 31st March, 2025 is Rs. 53,65,72,000 (Rupees Fifty Three Crore Sixty Five LakhSeventy-Two Thousand Only) divided into 8,52,91,400 Equity Shares of Rs. 5/- each and 11,01,150 preference sharesof 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
Presently, the Company's Board comprises of 8 (Eight) Directors, The Board has 4 (Four) Executive Director whichincludes Managing Director & 3 (Three) Whole Time Directors and 1 (One) Non- Executive Director and 3 (Three) Non¬Executive Independent Directors.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri PradeepSahani (DIN: 07554457), Director of the Company retires by rotation and being eligible, offers himself for re-appointment.
Mr. Pradeep Sahani (DIN: 07554457) was appointed as Non-Executive Director of the company re-appointed for aperiod of 5 years w.e.f. August 07, 2024.
Mr. Sanjay Kumar Kanoria (DIN: 00067203) Managing Director of the company re-appointed for a period of 5 yearsw.e.f. June 08, 2024 and Smt. Priyadarshinee Kanoria (DIN: 00114513), Whole Time Director re-appointed for a periodof 5 years w.e.f. September 29, 2024
After the closing of financial year Shri Sachin Arora (DIN:02928330) was appointed as a Director (Category: Non¬Executive, Independent Director) on the Board of the Company with effect from May 22, 2024 for a period of 5 years andMr. Mukesh Kumar Sharma (DIN: 08221249) was appointed as a Director (Category: Non-Executive, IndependentDirector) on the Board of the Company with effect from June 15, 2024 for a period of 5 years.
Brief resume of the abovementioned Directors being re-appointed, nature of expertise in specific functional areas, detailof Directorship in other companies, membership / chairmanship of committees of the board and other details, as stipulated
under Regulation 36(3) of SEBI LODR and Secretarial Standards issued by The Institute of Company Secretaries ofIndia, are given in the Notice forming part of the Annual Report.
The Board of Directors of the Company regret to inform you of the sudden and sad demise of Mr. Munna Lal Goyal,Chairman / Independent Director of the Company, on Sunday, May 12, 2024.
No other changes have been taken place in composition of Board of Directors and Key Managerial Personnel of theCompany 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 downunder Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and DisclosuresRequirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfil the conditions specified in theAct, Rules made there under and Listing Regulations.
BOARD MEETINGS
The Company had Five (5) Board meetings and One (1) meeting of Independent Directors during the financial yearunder review. For details of the meetings of the board, please refer to the corporate governance report, which forms partof this report. The maximum time interval between two Board meetings did not exceed 120 days as prescribed underCompanies Act, 2013.
COMMITTEES OF THE BOARD
As on 31st March, 2025 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 thecomposition of the Board and its committees is provided in the corporate governance report section of this AnnualReport.
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 wellthe evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder's Relationship committee. Themanner 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 & DisclosureRequirements) Regulations, 2015, the Board of Directors have approved Nomination, Remuneration & Evaluation Policyfor appointment, remuneration & evaluation of the Directors, Key Management Personnel & Senior ManagementPersonnel. The details of the Nomination and Remuneration committee, Nomination, Remuneration & Evaluation Policyand Annual Evaluation carried out by the Directors are given in the Corporate Governance Report. The Nomination &Remuneration Policy can access at www.ainfrastructure.com under Policies.
STATUTORY AUDITOR AND AUDIT REPORT
M/s K. N. Gutgutia & Co. Chartered Accountants, (Firm Registration Number 304153E), Kolkata who were appointed asstatutory auditors of the Company to hold the office from the conclusion of the 42nd annual general meeting till theconclusion of 47th annual general meeting to be held in the year 2027 to audit the books of the Company and submit theirreport. The report of the Statutory Auditors on the financial statements for the financial year 2024-25 does not containany qualifications or adverse remarks.
SECRETARIAL AUDITOR
Your Board has appointed M/s Anil Somani & Associates, (M. No. 36055) Company Secretaries, Bhilwara as SecretarialAuditors of the Company for the financial year 2024-25 to conduct secretarial audit.
The Secretarial Auditors' Report for the financial year 2024-25 is enclosed as Annexure I to the Board's report.
In accordance with the SEBI Circular dated February 8, 2019 and additional affirmations required under Circulars issuedby BSE dated April 10, 2023 read with Regulation 24A of the SEBI Listing Regulations, the Company has obtained anAnnual Secretarial Compliance Report from M/s Anil Somani & Associates, Company Secretaries, confirming complianceswith all applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31,2025.
M/s Anil Somani & Associates, Company Secretaries has issued a certificate confirming that none of the Directors onthe Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companiesby SEBI/MCA or any such statutory authority. The said Certificate is annexed to this Report on Corporate Governance.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013, your Directors have appointed Mr. Kailash Chandra Rathi as aninternal auditor of the company for the Financial Year 2024-25 and their report is reviewed by the audit committee fromtime to time.
COST AUDITOR
The Board of Directors has appointed M/s Vivek Laddha & Associates, Cost Accountants as Cost Auditors (FirmRegistration No. 103465) for conducting the audit of cost records made and maintained by the Company for the financialyear 2025-26 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 2025-26 is required to be ratified by the members; the Boardrecommends 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 ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ispresented 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 materialdepartures;
b) They have selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end ofthe 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 withthe provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing anddetecting 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 theseare adequate and are operating effectively;
CORPORATE GOVERNANCE
Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the AnnualReport for the information of the shareholders.
A certificate issued by the auditor of the Company regarding compliance with the conditions of Corporate Governanceas stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015is attached to this report and forms part of this Report.
SECRETARIAL STANDARDS
The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretariesof India.
LISTING ON STOCK EXCHANGE
Equity Shares of your Company are presently listed at BSE Limited (BSE). The Annual Listing fee for the financial year2025-26 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 risksand 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 forDirectors and employees to report genuine concern. More details pertaining to the same are given in the CorporateGovernance Report.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year ended on March 31,2025 were on anarm's length basis and in the ordinary course of business under Section 188(1) of the Act and the Listing Regulations.Details of the transactions with Related Parties are provided in the accompanying financial statements (Note no. 46 ofFinancial 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 theBoard may be accessed on the Company's website under investor relations/ codes and policies tab atwww.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 theAct 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 / banksapart from payment of interest on working capital to the banks. Banks and Financial Institutions continue their unstintedsupport in all aspects and the Board records its appreciation for the same.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
Your Company is committed to make a positive contribution to communities where it operates. Pursuant to Section 135of the Companies Act, 2013, the Company constituted CSR committee and formulated CSR Policy as guiding principle
for undertaking CSR activities. The Company's vision on CSR is that the Company being a responsible CorporateCitizen would continue to make a serious endeavour for improvement in quality of life and betterment of society throughits CSR related initiatives.
During the current year, the Company has incurred expenditure of Rs. 18.27 Lacs against obligation of Rs. 18.06 Lacstowards CSR activities during the financial year 2024-25 under Schedule VII of the Companies Act, 2013 and CSRpolicy adopted by the Company. The disclosures of CSR activities pursuant to Section 134(3) of the Companies Act,2013 read with Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto and form part ofthis 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 inaccordance with Section 134(3)(m) read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 is enclosed asAnnexure - 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 (Managementand Administration) Amendment rules, 2020, Annual Return for the financial year 2024-25 is available on the Company'swebsite under investor relations/ corporate announcements tab at www.ainfrastructure.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT, 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 occurredbetween 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 Companyimpacting 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 dispositionof its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company isfollowing all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financialstatements. The internal auditor of the company checks and verifies the internal control and monitors them in accordancewith 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 dedicatedwork force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource developmentreceived focused attention. The Company has in house skill training centre and imparts on the job training to its manpoweron continuous basis. Your Directors wish to place on record their appreciation for the dedicated services rendered bythe 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 theAct read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 isenclosed as Annexure-5. In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the namesand other particulars of the top ten employees in terms of the remuneration drawn as set out in said rules attached withthis report as Annexure- V.
DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment free workplace for every individual working inthe company. The Company always endeavors to create and provide an environment that is free from discriminationand harassment including sexual harassment.
Your Director further state that during the year under review, there were no cases filed, pursuant to the Act and rulesmade thereof.
ACKNOWLEDGEMENT
Directors wish to express their grateful appreciation for assistance and co-operation received from various Departmentsof Central & State Governments and Banks during the year under review. Your Directors also wish to place on recordtheir appreciation for the committed services of all the associates and vendors of the Company
For and on behalf of the Board of Directors
Sd/- Sd/-
Place: New Delhi Sanjay Kumar Kanoria Rajiv Lall Adya
Date: 05th August, 2025 Managing Director Director
DIN:00067203 DIN:06915169