Your Directors are pleased to present this Thirty Fifth Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2024.
FINANCIAL RESULTS
As per the notification issued by the Ministry of Corporate Affairs dated 16th February, 2015 relating to the Companies (Indian Accounting Standards) Rules, 2015, the Company has adopted “Ind AS” with effect from 1st April, 2017. Accordingly, the Financial Statement for the year 2023-24 has been prepared in compliance with the Companies (Indian Accounting Standard) Rules, 2015.
Financial Performance
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31.03.2024
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31.03.2023
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Revenue from operations
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5101.08
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4502.12
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Profit before Depreciation
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917.94
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705.77
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Less: Finance Cost
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132.77
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181.37
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Depreciation & Amortisation Expenses
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415.86
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423.41
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Profit before Tax
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369.31
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100.99
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Tax Expenses- Current Taxation
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62.00
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17.00
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Deferred Tax
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52.98
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13.91
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Add/(Less):
(Excess)/Short Provision of tax of earlier years Profit/(Loss) for the year
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254.33
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70.08
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Other comprehensive Income
Items that will not be reclassified to profit or loss
Gain/(Loss) on measurement of Equity Share instruments at fair value
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0.00
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0.00
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Income tax impact on above
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0.00
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0.00
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Other comprehensive Income for the year
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0.00
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0.00
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Total comprehensive Income/(Loss) for the year
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254.33
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70.08
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OPERATIONS
The revenue from operations (net) stood at Rs.5101.08 lakhs, i.e. an increase of 13.30% over the previous year’s revenue. The Company continued to explore overseas market opportunities but due to the decrease in demand and continued ongoing Russia-Ukraine War, the exports amounted to Rs. 32.91 lakhs, i.e. decrease of 68.42% over the previous year’s exports. There was heavy fluctuation in foreign exchange rates resulting into a loss of Rs.1.40 lakhs. The bad debts amounting to Rs. NIL were written off during the year as against bad debts of Rs. 1.28 lakhs written off during the previous year. The raw material prices, fuel charges, finance cost and other overheads were continued to increase during the year.
The Company has made a profit of Rs.254.33 lakhs as against profit of Rs.70.08 lakhs made after taxes during the previous year. Your Directors continue to explore further growth opportunities.
DIVIDEND
Your Directors do not recommend dividend for the year under review in view to conserve resources and financing activities on hand. Your Directors also do not propose any amount to carry to the general reserves.
FINANCE
Your Company continued to avail financial assistance from its Bankers to finance its present and/or proposed projects on hand.
PUBLIC DEPOSITS
The Company has not accepted any deposit within the meaning of the provisions of Section 2(31) and 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
INSURANCE
All the assets of the Company including buildings, plant and machineries and stocks are adequately insured.
DIRECTORS/REAPPOINTMENT OF KMPs
(1) Shri Pragnesh Kantilal Shah (DIN00228223), Director and (2) Shri Laxman Chentandas Tilani (DIN00532516), Directors of the Company are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointments. The Board hereby re-commends their re-appointments.
Shri Vasant Ravji Shah (DIN:00371634) resigned as Director of the Company w.e.f. 17th June, 2024, close of business hours, due to health issues. The Board appreciates his contribution towards the growth of the Company during his association with the Company.
The tenure of Mr. Balkrishna Ishwarlal Makwana (DIN:00287931), Independent Director of the Company is going to end on 11th September, 2024.
The tenure of Ms. Harshaben Hemantkumar Parikh (DIN: 06931405), Independent Director of the Company is going to end on 11th September, 2024.
Shri Manoj Uttam Shah (DIN: 00371917) has been appointed as Non-Executive Non-Independent Additional Director of the Company by the Board in their meeting held on 6th August, 2024, w.e.f. 1st September, 2024. The appointment being made pursuant to Section 152, 161 of the Companies Act, 2013 and his appointment being upto the date of Annual General Meeting and subject to approval of the members, the Board seeks approval of the members for his appointment.
Shri Sunil Bansibhai Shah (DIN: 02107662), has been appointed as Non-Executive Independent Additional Director of the Company by the Board in their meeting held on 6th August, 2024 w.e.f. 1st September, 2024. The appointment being made pursuant to Section 149, 150, 152, 161 of the Companies Act, 2013 and his appointment being upto the date of Annual General Meeting and subject to approval of the members, the Board hereby seeks approval of the members for his appointment. In the opinion of the Board he possesses requisite expertise, integrity and experience (including proficiency) for appointment as Independent Director of the Company.
Smt Rekha Agarwal (DIN: 10687675), has been appointed as Non-Executive Independent Additional Director of the Company by the Board in their meeting held on 6th August, 2024 w.e.f. 1st September, 2024. The appointment being made pursuant to Section 149, 150, 152, 161 of the Companies Act, 2013 and her appointment being upto the date of Annual General Meeting and subject to approval of the members, the Board hereby seeks approval of the members for her appointment. In the opinion of the Board she possesses requisite expertise, integrity and experience (including proficiency) for appointment as Independent Director of the Company.
It is proposed to revise the remuneration of Mr. Dinesh Apparao Bilgi (DIN:00096099), Managing Director cum Chief Financial Officer of the Company w.e.f. 1st October, 2024 for his remaining term upto 31st July, 2026 as per the details mentioned in the notice and explanatory statement pursuant to section 102 of the Companies Act, 2013, thereunder.
During the year under review, four meetings of the Board were held. The details of the Board and Committee meetings are provided in the Corporate Governance Report forming part of this report.
The details of Audit Committee and the Stakeholders Grievance Committee are provided in the Corporate Governance Report forming part of this report. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company review the composition of the Board, to ensure that there is an approximate mix of abilities, expertise, experience and diversity to serve the interest of the shareholders of the Company. The Policy ensures that (1) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company, (2) relationship of remuneration to performance is clear and meets appropriate performance benchmarks and (3) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company.
INDEPENDENT DIRECTORS
As per the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have confirmed and declared that they are not disqualified to act as independent directors and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.
One separate meeting of the Independent Directors was held on 8th January, 2024. The Independent Directors actively participated and provided guidance to the Company. The Independent Directors reviewed the performance of the non-Independent Directors and the Board as a whole.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this Report, except the pandemic and global events affecting the overall industry.
SHARE CAPITAL OF THE COMPANY
There is no change in the share capital of the Company for the year under review.
The Board of Directors have proposed to buyback 3,60,000 Equity Shares of the Company at a price of Rs. 195/- per Equity Share aggregating to a total outflow of Rs. 7,02,00,000/- excluding all expenses, which is subject to approval of the members at the ensuing Extra-Ordinary General Meeting of the Company scheduled on 4th September, 2024.
BOARD EVALUATION
Pursuant to the provisions of Section 134 of the Companies Act, 2013, a structured questionnaire was prepared after taking into account various aspects like- company performance, contribution of individual directors, composition of Board and committees, performance of duties, culture, obligations, corporate ethics, risk management etc. for evaluation process. The Board noted that all directors have understood the opportunities and risks to the Company’s strategy with good balance between the core values of the Company and the interest of the stakeholders. The Board also evaluated performance of the various committees and concluded with satisfaction. The Board expressed their satisfaction for the above evaluation process.
PARTICULARS OF EMPLOYEES
There was no employee covered under the purview of Section 134(3)(q) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Information required under the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given by way of an Annexure 'E’ to this Report.
CHANGES IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, the Directors hereby state that:
(i) in the preparation of annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) 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 31st March, 2024 and of the profits of the Company for the year ended on that date;
(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the directors have prepared the annual accounts on a going concern basis.
(v) the directors had laid down internal controls to be followed and such internal controls are adequate and were operating effectively.
(vi) 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.
ORDERS BY REGULATORS, COURTS OR TRIBUNALS
No significant and/or material orders were passed by any Regulator, Court or Tribunal impacting the going concern status and the Company’s operations in future.
COMPANY’S POLICIES Code of Conduct
All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the code of conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the website of the Company at https://www.arex.co.in/investors/Policies/Code%20of%20Conduct%20for%20Directors%20and%20Senior%20Management.pdf. The Directors have confirmed compliance with the provisions of Section 164 of the Companies Act, 2013.
Risk Management Policy
The Company has already formulated risk management policy so as to identify, evaluate, monitor and minimize identifiable business risks in the organization.
Vigil Mechanism/Whistle Blower Policy
The Company has already adopted Whistle Blower Policy to report genuine concerns or grievances and to safeguard victimization of persons while using this mechanization. The Whistle Blower Policy is available on the website of the Company at https://www.arex.co.in/investors/Policies/Whistle%20Blower%20Policy.pdf.
Other Policies
Company’s Policies on Remuneration (Available on the website of the Company at
https://www.arex.co.in/investors/Policies/Nomination%20S%20Remuneration%20Policy.pdf, Materiality of Related Party Transactions (Available on the
website of the Company at https://www.arex.co.in/investors/Policies/Related%20Party%20Transaction%20Policy.pdf, Board diversity, Preservation of documents, Corporate Social Responsibility (CSR) are finalized in accordance with applicable laws.
DONATION
The Company has voluntarily donated Rs. 3 lacs to Sri Hombuja Padmavathi Education Trust, Rs. 0.30 lacs to Lions Club, Kalol, Rs. 0.051 lacs to Gayatri Parivar Trust, Kalol, Rs. 45 lacs to Gunayatan, Rs. 0.25 lacs to Harekrishna Movement, Ahmedabad for charitable activities during the year.
INTERNAL FINANCIAL CONTROLS
The Company has a proper, adequate and effective internal control system to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
The Company has been taking steps for optimum utilisation of power and fuel. The information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is given by way of Annexure 'A’ forming part of this Report.
ANNUAL RETURN
As required under the amended provisions of Section 92(3) of the Companies Act, 2013, copy of Annual Return is available at www.arex.co.in.
CEO/CFO CERTIFICATION
Shri Dinesh A Bilgi (DIN00096099), Managing Director and CFO has given necessary certificates/compliance reports to the Company.
SECRETARIAL AUDIT
As required under the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, a Secretarial Audit Report is given by way of an Annexure 'B’, forming part of this Report. The Auditors observations are self-explanatory. The explanation to the query raised by the Secretarial Auditor pertaining to website is that the company is in the process of developing new website with bigger internet space and shall be updating all the information in near future.
STATUTORY AUDITORS
M/s Sweta Patel & Associates, Chartered Accountants of Ahmedabad having Firm Registration No.139165W have been reappointed as Statutory Auditors of the Company for a period of five years by the members of the Company in their 33rd Annual General Meeting (AGM) held on 21st September, 2022. The said Auditors have submitted certificate to the effect that they are eligible for continuing such appointment and are not disqualified to act as such.
The Auditors observations read with the notes to the Accounts for the year ended on 31st March, 2024 are self-explanatory.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) & CORPORATE GOVERNANCE
The Company’s philosophy is based on trusteeship, transparency and accountability. It fosters a culture of ethical behaviour and disclosures which build a trust of our stakeholders. The Code of Conduct, ethics and Code of Conduct for Prevention of Insider Trading are an extension of our values and reflect our commitment to ethical business practices, integrity, and compliances of both voluntary and statutory requirements. A detailed note on Management Discussion and Analysis is given as an Annexure 'C’ to this Report.
CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section with detailed note on corporate governance practices followed by the Company is given by way of an Annexure 'D’ forms an integral part of this Report.
LISTING WITH BSE LTD
The Equity Shares of the Company are listed at the BSE Ltd, Mumbai under Stock Code No. 526851 and ISIN No. is INE480H01011.
The Company has paid Annual Listing fees for the year 2024-25. The Company has also paid custodial charges to National Securities Depository Ltd and Central Depository Services (India) Ltd for the year 2024-25.
REGISTRAR AND SHARE TRANSFER AGENT (RTA)
M/s Link Intime India Pvt Ltd, Mumbai is the RTA of the Company to carry out the share transfers, transmission, dividend and other related activities. RELATED PARTY TRANSACTIONS
All the transactions entered with related party during the year under review were on arm’s length basis and in the ordinary course of business and approved by the Audit Committee. Hence these transactions are outside the purview of the provisions of Section 188 of the Companies Act, 2013. However, details of such transactions i.e. purchases, lease, services, etc., are given in the Notes to the Financial Statements for the year ended on 31st March, 2024 and therefore details in Form AOC-2 are not given.
COST RECORDS:
The Company maintains cost records as per the provisions of the Companies Act, 2013 and the relevant rules made thereunder.
LOANS, GUARANTEES AND INVESTMENT
The Company has not granted any inter-corporate loan, given guarantee or provided any security for availing loan by other Company nor made any investments during the financial year under review.
ENVIRONMENT AND SAFETY
The Company considers clean and safe mode of operations in all respects. Further, as required under the provisions of Sexual Harassment (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace. There is no such complaint lodged during the year.
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016, IF ANY
No proceedings were initiated against the Company during the year under review under the Insolvency and Bankruptcy Code, 2016. ACKNOWLEDGEMENTS
The Board of Directors of the Company appreciates continuous & comprehensive support and cooperation by the Company’s bankers, shareholders, customers, suppliers and other business associates.
Your Directors place on record their deep appreciation for contribution and devoted services of the employees at all levels.
For and on behalf of the Board
Regd Office:
612, GIDC Industrial Estate
Chahtral,Tal: Kalol Neel D Bilgi Chirag D Bilgi
Dist : Gandhinagar-382 729 Mg Director Mg Director
Date: 6th August, 2024 DIN:00096180 DIN: 02094970
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