Your Directors are pleased to present the Thirty-Fifth (35th) Annual Report of the Company’s business and operations, together with the audited financial statements and Independent Auditors Report thereon for the financial year ended March 31,2024.
1. FINANCIAL PERFORMANCE
The financial statements for the financial year ended March 31,2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
Key highlights of financial performance of your Company for the financial year 2023-24 are provided below:
(Rupees in Lakh)
|
Particulars
|
Financial Year ended
|
Financial Year ended
|
|
March 31, 2024
|
March 31, 2023
|
Revenue from Operations
|
6,755.51
|
5,863.31
|
Other Income
|
3.19
|
13.07
|
Total Revenue
|
6,758.70
|
5,876.38
|
Total Expenses
|
15,578.06
|
15,518.49
|
Exceptional Items1
|
15,237.85
|
10,813.94
|
Profit before Tax
|
6,418.49
|
1,171.83
|
Tax Expenses
|
|
|
(1) Current Tax
|
-
|
-
|
(2) Deferred Tax
|
-
|
-
|
(3) Earlier year’s tax expense
|
-
|
-
|
Net profit for the year
|
6,418.49
|
1,171.83
|
Other comprehensive (loss)/income for the year
|
(5.91)
|
(2.27)
|
Total comprehensive (loss)/income for the year
|
6,412.58
|
1,169.56
|
EPS
|
5.39
|
1.01
|
• Thermal Power Plants
• Marine equipment requirements
• Large Stadiums and Exhibition halls
• Airport Superstructures
• Refinaries
Ý • Commercial Buildings
• Automobile Plants
The End Clients list of the company includes
• DMRC - Delhi Metro Rail Corporation
• NHAI - National Highways Authority of India
• NHIDCL - National Highways & Infrastructure Development Corporation Ltd
• MORTH - Ministry of Road Transport & Highways
• PWD - Public Works Department (Various States)
• UPEIDA - Uttar Pradesh Expressways Industrial Development Authority
• NTPC - National thermal Power Corporation
• BHEL - Bharat Heavy Electricals Limited
• KRCL - Konkan Railways Corporation Limited
• MRIDCL - Maharashtra Rail Infrastructure Development Corporation Limited
• ITPO - India Trade Promotion Organisation
• DFCC - Dedicated Freight Corridor Corporation of India
• IOCL - Indian Oil Corporation Limited
• Maruti Suzuki India Limited
• Nabha Power Limited
• Aditya Birla Group
EPC Clients
• L&T
• Shapoorji Pallonji Group
• AFCONS Infrastructure
• HCC
• S P Singla Constructions
• APCO Infra Projects
• KEC International
• GMR Power & Urban Infra
• Ashoka Buildcon Ltd
• Gaawar Constructions Limited
• Doosan Power Systems
• BGR Energy Systems Limited
• DRAIPL
• VRC Constructions Pvt Ltd
• Megha engineering & Infrastructures Limited
• Vishwasamundra
• SMS
• GDIR
• Gammon India Limited
• Tata Projects Limited
• G R Infrastructute Ltd
• ISGEC Heavy Engineering Ltd
In the FY 23-24 Major Focus has been of Steel Bridges Projects of Railways, Expressways, NHAI and State road Projects.
The shares of the company are listed on BSE Limited.
The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of this Annual Report.
3. CHANGE IN THE NATURE OF BUSINESS
During the Financial year under review, the Company has shifted the Registered Office of the Company from 5th Floor, Unit No. 506, Building No. 57, Manjusha Building, Nehru Place New Delhi DL 110019 to DSC-327, Second Floor, DLF South Court, Saket, New Delhi- 110017 with effect from May 27, 2023.
4. DIVIDEND
During the period under review, the Board of Directors has not recommended any dividend for Financial Year 2023-24.
5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which dividend has remained unclaimed/unpaid for a period of seven consecutive year or more are required to transfer in the name of IEPF, but the company is not required to be transferred any amount to the IEPF established by the Central Government as the company has not declared any dividend for any financial year.
6. TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.
7. CAPITAL STRUCTURE OF THE COMPANY
As on March 31, 2024 the Share Capital Structure of the Company is categorised into two classes:-
S. No
|
Particulars
|
Equity Shares
|
Preference Shares
|
1.
|
Authorised Share Capital
|
30,00,00,000
|
7,00,00,000
|
2.
|
Paid Up Share Capital
|
13,16,50,000
|
29,00,000
|
3.
|
Value per Share
|
1
|
10
|
During the period under review, your company has not raised any funds through public issue, rights issue, bonus issue etc. and has neither issued any shares with differential voting rights nor issued any sweat equity shares.
Further, The Board of Directors in its meeting held on July 31,2023 and the Shareholders in the 34th Annual General Meeting (AGM) held on 29th August, 2023 considered and approved the Variation/alteration of preference shareholders rights by issue and allotment of 6,21,00,000 1% Compulsorily Convertible Preference Shares (CCPS) of Rs. 10 each. The Board of Directors further in its meeting held on January 22, 2024 considered & approved the conversion of 6,21,00,000 1 % Compulsorily Convertible Preference Shares (CCPS) of Rs. 10 each into 1,55,25,000 equity shares of face value Re.1/- at a premium of Rs. 39 each.
8. DEMATERIALISATION AND LISTING
The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2024, 12,90,54,970 Equity Shares representing 98.029% of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE123D01024.
The Equity shares of the Company are listed on BSE Limited.
9. RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was carried out on quarterly basis for the quarter ended June 30th, 2023, September 30th, 2023, December 31st, 2023 and
March 31st, 2024 by a Company Secretary in Practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equity shares of the Company are listed.
10. CHANGE OF REGISTERED OFFICE
During the Financial year under review, the Company has shifted the Registered Office of the Company from 5th Floor, Unit No. 506, Building No. 57, Manjusha Building, Nehru Place New Delhi DL 110019 to DSC-327, Second Floor, DLF South Court, Saket, New Delhi- 110017 with effect from May 27, 2023.
11. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.
12. FINANCIAL STATEMENTS OF THE COMPANY
The Financial Statement of the Company for the FY 2023-2024 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and other applicable provisions of the companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI (Listing Regulation).
The Audited Financial Statement along with Auditor Report for the FY 2023-2024 into consideration have been annexed to the Annual Report and also made available on the website of the Company which can be accessed at https://www.aiml.in.
13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
During the year under review as on March 31,2024 the company does not have any subsidiary, Joint Venture and associates company.
14. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013. Your Directors hereby confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors have prepared the annual accounts on a going concern basis; and
e. The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
15. CORPORATE GOVERNANCE
In compliance with the Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given as an Annexure and forms an integral part of this Annual Report. A Certificate from the Practicing Company Secretary (PCS) confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate of the Whole-time Director (WTD) and Chief Financial Officer (CFO) of the Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.
Your Company has obtained a certificate from a practising company secretary that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or are continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority.
16. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31.03.2024, Composition of Board and KMPs were as under:
Name
|
Designation
|
Mr. Daljit Singh Chahal
|
Whole-time Director
|
Mr. Bhawani Prasad Mishra
|
Non-Executive Non-Independent Director
|
Mr. Ankush Uppal
|
Non-Executive Non-Independent Director
|
Ms. Rajiv Kapur Kanika Kapur
|
Independent Director
|
Mr. Vipul Gupta
|
Independent Director
|
Mr. Sri Kant
|
Independent Director
|
Mr. Pawan Kumar Sharma
|
Chief Financial Officer
|
Ms. Malti Devi
|
Company Secretary
|
Appointments & Cessations during the Financial Year 2023-24:
|
S.NO
|
NAME
|
DESIGNATION
|
CHANGE
|
1.
|
Mr. Sri Kant
|
Non-Executive Independent Director
|
• Appointed as an Additional Non-Executive Independent Director on the Board of the company with effect from June 26, 2023
• Regularized as Non-Executive Independent Director of the Company at 34th Annual General Meeting of the Company held on 29th August, 2023 to hold office for a term of 5 (five) consecutive years with effect from June 26, 2023 to June 25, 2028
|
Appointments & Cessations after the end of Financial Year i.e., March 31, 2024 till the date of this Report:
|
S.NO
|
NAME
|
DESIGNATION
|
CHANGE
|
1
|
Mr. Vipul Gupta2
|
Non-Executive & Independent Director
|
• Resigned from the Position of Independent Director of the Company as on July 17, 2024 due to personal reasons.
|
and Disclosure Requirements) Regulations, 2015, Ms. Rajiv Kapur Kanika Kapur has been appointed as Independent Woman Director on the Board of the Company.
18. RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Daljit Singh Chahal (DIN - 03331560) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.
A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.
19. INDEPENDENT DIRECTORS DECLARATION
The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013, rules made thereunder and Regulations 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct and their names in the data bank of Independent Directors are maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity.
20. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (‘IBC’)
During the financial year under review, neither any application is made by the Company, nor is any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016.
21. STOCK SPLIT
During the financial year under review, the company has not done split of shares.
22. FAMILIARIZATION PROGRAMME
As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Your Company has adopted a familiarization programme for Independent Directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions and HR Management etc.
Your company aims to provide the insight into the Company to its Independent Directors enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.
Details of the familiarization programme of the Independent Directors are available on the website of the Company https://www.aiml.in/investors.php.
23. BOARD MEETINGS
The Board met Eight (8) times during the period, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations, 2015.
24. BOARD EVALUATION
The Company has devised a policy for performance evaluation of Independent Directors, Chairman, Board, Board Committees and other Individual Directors which include the criteria for performance evaluation of the Non-Executive
Directors and Executive Directors.
Based on the policy for performance evaluation of Independent Directors, the Board, Board Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.
The statement indicating the manner, in which, formal annual evaluation of the Directors, the Board and Board level Committees was carried out, are given in detail in the report on Corporate Governance, which forms part of this Annual Report. The Nomination & Remuneration policy may be accessed on the Company’s website at www.aiml.in.
25. POLICY ON APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/Key Managerial Personnel and their remuneration. The nomination and remuneration policy is available on the website of the Company (http://www.aimI.in/investors).
26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate financial control system and framework in place to ensure: -
1. The orderly and efficient conduct of its business;
2. Safeguarding of its assets;
3. The prevention and detection of frauds and errors;
4. The accuracy and completeness of the accounting records; and
5. The timely preparation of reliable financial information.
The same is subject to review periodically by the internal auditor for its effectiveness. The management has established internal control systems commensurate with the size and complexities of the business.
The internal auditors of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls.
The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in the internal control systems and processes. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee. Accordingly, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2023-24.
27. ANNUAL RETURN
Pursuant to the provisions of section 92 (3) of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, Annual return of the Company is available on the website of the Company at http://www.aiml.in/investorsphp.
28. TRANSACTIONS WITH RELATED PARTIES
All arrangements/ transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm’s length basis. During the year, the Company has not entered into any arrangement/transaction with related parties which could be considered material in accordance with the Company’s Policy on Related Party Transactions, read with the Listing Regulations and the disclosure of related party transactions In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure I to this Report.
Details of the Related Party Transactions, as required under Listing Regulations and the relevant Accounting Standards are given in note no. 3.42 to the Financial Statements.
The Policy on the Related Party Transactions is available on the Company’s website at www.aiml.in.
29. AUDITORS AND THEIR REPORT
(a) STATUTORY AUDITORS
M/s Chatterjee & Chatterjee, (Firm Registration No. 001109C), Chartered Accountants, were appointed as Statutory Auditors of the Company, for a term of 5 years from the conclusion of 33rd Annual General Meeting of the Company till the conclusion of the 38th AGM of the Company to be held in the year 2027 on such remuneration as may be mutually agreed between the Board of Directors of the Company.
The Auditor’s Report on Financial Statements is a part of this Annual Report. Although Auditors report is selfexplanatory, but the qualifications are similar to the earlier qualification was mentioned in the previous year reports regarding the trade payables, trade receivables and other loans and advances given or taken are subject to reconciliation/confirmations. Further, term loan accounts with the banks are also subject to reconciliation/ confirmation. The effect of consequential adjustment upon such confirmation/reconciliation, if any, on the Financial Statements is not ascertainable.
Company wants to report that the reconciliation with the vendors and customers are done at the time of final settlement with them. It is the nature of the business. The reconciliation with the lending banks would be done post resolution of their debts. In view of this, it is not possible to estimate the impact of the same if any, on the financial position and the financial results of the company.
During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.
(b) SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s S Khurana and Associates, Practicing Company Secretaries (CP No. 13212) to undertake the Secretarial Audit of the Company for the Financial Year ended on March 31,2024. The Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure II, which forms an integral part of this report.
During the year, the Secretarial Auditor had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.
The said report contain following observations on which management comments are as under:
The Company has under One Time Settlement, satisfied the charge (ID: 10291181) with Bank of Baroda. The No Dues Certificate was issued by bank on May 30, 2023 and the Company has filed e-form CHG-4 on July 20, 2023.
MANAGEMENT COMMENTS
Due to technical error on MCA Portal the e-form got delayed.
SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s S Khurana and Associates, Company Secretaries in practice has given the Secretarial Compliance Report of the Company for the financial year 2023-24.
The Secretarial Compliance Report is annexed herewith as Annexure III, which forms an integral part of this report.
The said report contain following observations on which management comments are as under:
The Company has filed delayed return to the stock exchange for disclosure of details on Payment of Interest/ repayment of principal amount on Loans from Banks/Financial Institutions and Unlisted Debt Securities for the Quarter ended March 31, 2023 & June 30, 2023.
MANAGEMENT COMMENTS
The delay was due to the reconcilation issue with the Banks.
(c) COST AUDITOR
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
(d) INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the rules made there under, the Board of Directors had re-appointed M/s D. C. Chhajed & Associates, Practicing Chartered Accountants (FRN: 013529N) to undertake the Internal Audit of the Company for the Financial Year ended on March 31,2024.
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Disclosure on particulars relating to loans, guarantees or investments under section 186 of the Companies Act, 2013 have been provided if any, as part of the financial statements.
31. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Management Discussion and Analysis for the year ended March 31,2024 forms an integral part of this Annual Report.
32. COMMITTEES OF THE BOARD
Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted various Committees. As on date, the Company's Board have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders’ Relationship Committee
4. Strategic Committee*
The details with respect to composition, powers, roles, no. of meetings held and attendance at the meetings of the above Committees of the board are provided in the Corporate Governance Section of the Annual Report.
*The Board has constituted a Strategic Committee to primarily look into day to day matters relating to take up and handle certain day to day banking matters, Legal matters and other operational matters.
33. AUDIT COMMITTEE
The Audit Committee of the Board has been constituted in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is the part to this report.
All the recommendations made by the Audit Committee, (if any) were accepted by the Board of Directors during the financial year 2023-24.
34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended March 31, 2024 with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo has been annexed as Annexure IV to this report which forms an integral part of this report.
35. CORPORATE SOCIAL RESPONSIBILITY
As per the section 135 of Companies act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors and have to spends in every financial year, at least two percent of the average net profits of the company made during the three immediately preceding financial years.
However, in terms of Section 135 (5) read with Section 198 of the Companies Act, 2013, the Company does not meet the criteria of the average net profit as stipulated therein.
A brief outline of the Corporate Social Responsibility Policy of the Company and the related details for the period 2023-2024 are set out in Annexure V of this report as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company
36. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-V.
Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this Report. In terms of proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection by the Members at the registered office of the company. Any member interested in obtaining a copy of the same may write to the Company Secretary at alliance.intgd@rediffmail.com. None of the employees listed in the said Annexure are related to any Director of the Company.
37. COMPLIANCE WITH SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.
38. PUBLIC DEPOSITS
During the period under review, the Company has not accepted any deposits from public under the Companies Act, 2013 and as such, no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.
39. CREDIT RATING
The Company has not taken any ratings during the financial year 2023-24.
40. SIGNIFICANT AND MATERIAL ORDERS
During the Financial Year 2023-24, no significant and material orders have been passed by any Regulators, Courts or Tribunals affecting the going concern status and Company’s operations in future.
41. VIGIL MECHANISM
The Company has formed a Whistle Blower Policy for establishing a Vigil Mechanism for Directors and Employees in Compliance with Section 177(9) of the Act and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns regarding unethical behavior and mismanagement, if any. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally.
The Company is committed to the highest possible standard of openness, probity and accountability. It contains safe guards to protect any person who uses the Vigil Mechanism by raising any concern in good faith. The Company protects the identity of the whistle blower, if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process.
If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The said Whistle Blower Policy has been disseminated on the Company’s website at https://www.aiml.in.
42. RISK MANAGEMENT
The Company has developed and implemented a Risk Management framework. The details of elements of risk are provided in the Management Discussion and Analysis Report attached as annexure to this Annual Report.
43. ANTI SEXUAL HARASSMENT POLICY
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee consisted with the following persons namely Ms. Malti Devi-Company Secretary (President), Mrs. Jaspreet Kaur- HR Assistant (Member), Mr. Rajiv Vasisht- Plant Head (Member), Mr. Rajesh Kumar- HR Head (Member) and Mr. Mandeep Singh- Production Head (Member) to redress complaints received regarding sexual harassment.
All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the period 2023-24, no complaints were received by the committee.
44. HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS
During the period under review, the relations between the Management and the workers were highly cordial. Human resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.
Industrial relations remained cordial throughout the year. Your Directors recognizes and appreciates the sincerity, hard work, loyalty, dedicated efforts and contribution of all the employees during the year. The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the locations of Company.
45. INSIDER TRADING REGULATIONS
The Board of Directors of the Company has adopted the Code of Conduct for prevention of insider trading, the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, the policy for determination of legitimate purposes, and policy for enquiry in case of the leak of unpublished price sensitive information in compliance with the SEBI's Regulations for Prohibition of Insider Trading, and the same have been uploaded on the Company website.
46. INVESTOR RELATIONS
Your Company always endeavors to promptly respond to shareholders’ requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors’ grievances.
47. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors wish to place on record the sincere and dedicated efforts of all the employee of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, valued customers and the investors for their continued support, co-operation and assistance.
By Order Of The Board For Alliance Integrated Metaliks Limited
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