To the Members,
Your Directors have pleasure in submitting their 45th Annual
Report of the Company together with the Audited Statements of Accounts for the year ended 31st
March, 2023.
FINANCIAL RESULTS:
The Companys financial performance for the year ended 31st
March, 2023 along with previous year figure is summarized as here under: (Amt Rs in Lakhs)
| Particulars |
Year ended |
Year ended |
|
31st March, 2023 |
31st March, 2022 |
| Gross profit before Interest Depreciation and Tax |
594.62 |
290.76 |
| Less: Interest and Depreciation |
122.64 |
153.77 |
| Profit / (Loss) before Tax |
471.98 |
136.99 |
| Provision for Taxation/ Deferred Tax (Assets) / Liabilities |
69.46 |
(5.14) |
| Profit / (Loss) after Tax |
402.52 |
142.13 |
| Add: Other Comprehensive Income |
(23.89) |
19.59 |
| Total Comprehensive Income / Loss |
378.63 |
161.73 |
REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS :
The sales (standalone) during the year were Rs. 10798.04 Lakhs as
against Rs 8910.64 Lakhs in the previous year. The sales has thus increased by 21.18% as
compared to the last year. The Company made an export worth of Rs 6296.68 during the
current year as against Rs. 4279.69 in the previous year. Thus, the Company has increased
sales by about 47.13% on export front. The Company made net profit of Rs. 402.52 Lakhs in
the current year as against Rs 142.13 Lakhs in the previous year excluding other
comprehensive income. Thus, the Company has fared well both on sales and profitability
front. The management of the Company has taken several steps to control various overheads
which has also added to the profitability of the Company.
DIVIDEND :
Your directors have considered it financially prudent in the long-term
interest of the Company to reinvest the profits into the business of the Company to build
a strong reserve base and grow the business of the Company. No dividend has therefore been
recommended for the year ended on 31st March, 2023.
FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public falling
within the ambit of section 73 of the Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014.
SHARE CAPITAL:
The paid-up Equity Share Capital of the Company as on 31st
March, 2023 was Rs 3,47,78,000/- During the year under review, the Company has
not issued any shares with differential voting rights nor granted any stock options or
sweat equity.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Rajan R. Bambhania (DIN No.:00146211)
and Mr. Hiren N Vadgama (DIN No.:00145992, Directors of the Company who
retires by rotation at the ensuring Annual General Meeting of the Company and being
eligible, offers herself for re-appointment. The Board recommends their appointment for
your approval.
The Board places on record the appreciation for guidance and valuable
services provided by Mrs. Anila S Thanki, Non-executive Woman Director of the
Company during her tenure. She has resigned from the Board of Directors with effect from
02nd November, 2023.
The Board placed the matter of the reappointment/ revision in
remuneration paid/ payable to all the Whole time Directors to be effective from 01st
August, 2013, appointment of independent director, and appointment of cost auditor and the
remuneration to be payable to be taken in the next meeting of the Board of Directors.
Ms. Hiral Shah has resigned as Company Secretary with effect from
30/09/2022 and Mr. Hemant Singh Jhala was appointed as Company Secretary with effect from
10/10/2022.
The following are the Key Managerial Personnel as defined under
Section 2(51) of the Companies Act, 2013:
• Mr. Rajan R Bambhania (Chief Executive Officer)
• Mr. Siddik A Kotal (Chief Financial Officer)
• Ms. Hiral Shah (Company Secretary up to 30-09-2022)
• Mr. Hemant Singh Jhala (Company Secretary w.e.f. 10-10-2022)
BOARD PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out the annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Audit, Nomination and
Remuneration Committees.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the Boards
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment safeguarding the interest of the Company and its
minority shareholders etc. The performance evaluation of the Independent Directors was
carried out by the entire Board.
The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors who also reviewed the performance
of the Secretarial Department. The Directors expressed their satisfaction with the
evaluation process.
COMPOSITION OF VARIOUS COMMITTEES:
The details of various committees constituted by the Board as per the
Regulation 18, 19 and 20 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 and Companies Act, 2013 are given in the Corporate Governance Report
which forms part of this report.
MEETINGS:
During the year Five Board Meetings, Five Audit Committee
Meetings, One Nomination and Remuneration Committee Meeting, One Stakeholders
Relationship Committee Meeting and One separate Meeting of Independent Directors
were held. The details of the same are given in the Corporate Governance Report. The
intervening gaps between the Board meetings were within the period prescribed under the
Companies Act, 2013 in compliance to secretarial standards SS-1 issued by ICSI.
INDEPENDENT DIRECTORS AND DECLARATIONS:
The Independent Directors met on 29th May, 2023
without the attendance of Non-Independent Directors and members of the management. The
Independent Directors reviewed the performance of Non-Independent Directors and Board as a
whole and assessed the quality, quantity, and timeliness of flow of information between
the Company Management and the Board that is necessary for the Board to perform their
duties effectively and reasonably.
The Company has received necessary declarations from each Independent
Director under Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria
of independence as laid down in Section 149 (6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
DIRECTOR DISQUALIFICATIONS AND DISCLOSURE:
None of the Directors of your Company is disqualified as per provisions
of Section 164 (2) of the companies Act, 2013 for financial year ended on 31st
March, 2023. Your directors have made necessary disclosures, as required under Companies
Act, 2013. The Company has obtained certificate dated 27th April, 2023
from Shahs & Associates, a peer reviewed firm of Practicing Company
Secretaries in that regard. The certificate for Non-Disqualification of directors for
the financial year ended on 31st March, 2023 is annexed herewith
marked as Annexure "B" to this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of the knowledge and belief and according to the
information and explanation obtained, the Board hereby submits its responsibility
Statement in accordance with the provisions of Section 134(5) of the Companies Act, 2013:
a) In the preparation of the Annual Accounts for the year ended on 31st March,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures; b) 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 31st
March, 2023 and of the profit of the Company for the year ended on 31st March, 2023; c)
The Directors had 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 had prepared the annual accounts on a going concern
basis; e) The Directors had laid down Internal Financial Controls ("IFC") and
that such Internal Financial Controls are adequate and were operating effectively; f) 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.
AUDITORS AND AUDITORS REPORT: STATUTORY AUDITORS:
M/s. J C Ranpura & Co., Chartered Accountants, Rajkot, Gujarat (FRN
108647W) were appointed as Statutory Auditors of the Company for a period of Five (5)
years from the conclusion of the 42nd Annual General Meeting till conclusion
of 47th Annual general meeting by the member of the Company at their
meeting held on Monday, 28th September, 2020.
The Auditors have confirmed that their continuation as Auditor would be
within the prescribed limit under section 141 of the Companies Act, 2013 read with Rule
4(1) of the Companies (Audit & Auditors) Rules, 2014 and that they are not
disqualified for the appointment as Auditor.
SECRETARIAL AUDITOR:
The Board had appointed M/s SHAHS & ASSOCIATES, a peer
reviewed firm of Practicing Company Secretaries, to conduct the Secretarial Audit
for the financial year ended on 31st March, 2023. The Secretarial Audit
Report for the financial year ended on 31st March, 2023 is
annexed herewith marked as Annexure "A" to this Report.
The Board of Directors on the recommendations of the Audit Committee
appointed M/s. SHAHS & ASSOCIATES, a peer reviewed firm of Practicing
Company Secretaries, to conduct the Secretarial Audit of the Company for the financial
year 2023-24.
There is no qualification, reservation or adverse remarks or disclaimer
made by the Statutory Auditors and Secretarial Auditor in their report on the financial
statement of the Company for the Financial Year ended on 31st March, 2023.
INTERNAL AUDITOR:
The Board of Directors on the recommendations of the Audit Committee
appointed M/s. SUBHASH AKBARI & CO., Chartered Accountants, and Junagadh as
Internal Auditors of the Company for the financial year 2023-24.
INTERNAL FINANCIAL CONTROLS:
The Company has a proper and adequate system of Internal Control
commensurate with its size and the nature of its operations to ensure that all assets are
safeguarded and protected against loss from un-authorized use or disposition and those
transactions are authorized, recorded, and reported correctly.
DISCLOSURES: AUDIT COMMITTEE:
Pursuant to Section 177 of the Companies Act, 2013 read with Rule 6 and
7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the Audit committee
consists of the following directors: Mr. B. R. Sureja [Chairman of committee] Mr. J. B.
Jagani [Member] Mr. P. J Doshi [Member] All the members of Audit Committee are independent
directors.
WHISTLE BLOWER POLICY:
The Company has a WHISTLE BLOWER POLICY to deal with instances
of unethical behaviour, actual or suspected fraud or violation of the companys code
of conduct, if any. The details of the whistle blower policy are explained in the
Corporate Governance Report and also posted on the website of the Company.
DIRECTORS APPOINTMENT AND REMUNERATIONS POLICY:
The Companys policy relating to appointment of directors, payment
of managerial remuneration, directors qualifications, positive attributes,
independence of directors and other related matters as provided under Section 178 (3) of
the Companies Act, 2013 is furnished in Corporate Governance Report and the same is also
posted on website of the Company.
RELATED PARTY TRANSACTIONS AND POLICY:
All transactions with related parties are placed before the Audit
Committee for its approval. An omnibus approval from Audit Committee is obtained for the
related party transactions which are repetitive in nature. Accordingly, the disclosure of
related party transactions, as required under Section 134(3)(h) of the Act, in Form AOC
– 2, is not applicable.
All related party transactions, entered into during the financial year
under review, were on an arms length basis and were in the ordinary course of
business. Your Company has not entered into any transactions with related parties which
could be considered material in terms of Section 188 of the Act and SEBI Listing
Regulations, as applicable till March 31,2023.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Companys website at http;/www.aec.com.
RISK MANAGEMENT POLICY:
The Board of Directors is overall responsible for identifying,
evaluating, and managing all significant risks faced by the Company. The Board approved
Risk Management policy, which acts as an overarching statement of intent and establishes
the guiding principles by which key risks are managed across the organization.
The Company follows well established and detailed risk assessment and
minimization procedures, which are periodically reviewed by the top management. The
Company has in place a business risk management framework for identifying risks and
opportunities that may have a bearing on the organizations objectives, assessing
them in terms of likelihood and magnitude of impact and determining a response strategy.
In the opinion of the Board, none of the risks faced by the Company threaten its
existence. The Company has also posted the policy in respect of transactions with
"Related Parties" on its website.
In view of non-applicability of formation of Risk Management Committee,
the Company has not formed the said committee.
MATERIAL CHANGES AND COMMITMENTS :
No material changes and commitments affecting the financial position of
the Company has occurred between the end of financial year to which this financial
statement relate and the date of this report .
ANNUAL RETURN WEB LINK:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies
Act, the Annual Return as on March 31, 2023 of the Company is available on Companys
website and can be accessed at http:/www.aec.com
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of Loans, guarantees or investments made under Section
186 and its applicability have been furnished in notes annexed to our financial
statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure "C" attached to this report and it forms the part
of this report.
PARTICULARS OF EMPLOYEES AND REMUNERATIONS:
The information required pursuant to Section 197 of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company, is annexed to this Report
as Annexure "D", forming part of this Report.
As per Section 136 (1) of the Companies Act, 2013, the report and
accounts are being sent to the shareholders of the Company, excluding the statement of
particulars of employees under the said proviso. Any shareholder interested in obtaining a
copy of the said statement may write to the Secretarial department at the Registered
Office of the Company.
SUBSIDIARY COMPANY:
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and
other documents of Austin Engineering Company (Formerly known as Accurate
Engineering Inc.), the wholly owned subsidiary company, are not being attached with the
Balance Sheet of the Company. The Company will make available the Annual Accounts of the
said subsidiary company and its related detailed information to any member of the Company
who may be interested in obtaining the same and also on Companys website http:/www.aec.com.
The Annual Accounts of the subsidiary company will also be kept open
for inspection at the registered office of the Company and the subsidiary company.
A statement as required in the prescribed form AOC-1 pursuant to
section 129 (3) of the Companies Act, 2013 is given in the Annexure "E" and
it forms the part of this report.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the provisions of Section 129 (3) of the Companies
Act, 2013, read with Regulation 33 of SEBI Listing Regulation the Company has prepared
Consolidated Financial statements of the Company and its wholly owned subsidiary Austin
Engineering Company (Formerly known as Accurate Engineering Inc.) which forms part of
this report
CORPORTAE GOVERNANCE:
As per Chapter IV of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, separate reports on Corporate Governance, Management
Discussion and Analysis and a certificate from the Companys Auditors form part of
this Report. Your Company is committed to maintain the highest standards of Corporate
Governance, reinforcing the valuable relationship between the Company and its
Stakeholders.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF:
Pursuant to the provisions of Section 125 of the Companies Act, 2013,
the declared dividends which remained unpaid or unclaimed for a period of seven years, (FY
2014-15) were transferred by the Company to the Investor Education and Protection Fund
(IEPF) established by the Central Government.
As per the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, notified by the Ministry of
Corporate Affairs and subsequent amendment thereof, the Company has also transferred
shares to IEPF Authority in respect of the dividend which had not been paid or claimed by
shareholders for seven consecutive years or more.
The Company sent individual notices to the concerned shareholders,
whose shares and dividend were liable to be transferred to IEPF Authority, to their latest
available addresses. The Company displayed full details of such shareholders, dividend,
and shares on its website at www.aec.com. The shareholders are requested to verify the
details of the shares liable to be transferred as aforesaid.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has constituted an Internal Complaints Committee (ICC) in
due compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual
harassment. Your directors state that during the year under review, no complaints relating
to sexual harassment were received during the year nor any cases filed pursuant to the
said Act.
INSURANCE:
The Company takes a very pragmatic approach towards insurance. Adequate
cover has been taken for all movable and immovable assets for various types of risks.
DETAILS OF APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE 2016:
During the year under review, there were no application made or
proceedings pending in the name of the Company under Insolvency and Bankruptcy Code
2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON VALUATION AND ONE
TIME SETTLEMENT (OTS) WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTION: During
the year under review, there were no one time settlement of loan taken from banks and
financial institution.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators
/Courts/ Tribunals which would impact the going concern status of the Company and its
future operations.
FRAUDS REPORTING:
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee, Board, and /or Central
Government under Section 143 (12) of the Companies Act, 2013 and Rules framed there under.
INDUSTRIAL RELATIONS :
The industrial relation with workmen and staff continued to be
extremely cordial during the year under review.
ACKNOWLEDGMENT :
Your Directors wish to place on record their gratitude for the
continued co-operation and patronage extended by their esteemed customers both in OEM and
aftermarket segments. The Directors would also like to place on record their sincere
appreciation for the continued cooperation, guidance, support, and assistance during the
year under report by our Bankers, all the customers, suppliers of the Company including
Government agencies. The Board of Directors also wishes to express its appreciation for
the efforts and contribution made by the employees at all levels during the year under
report.
By order of the Board of Director
|
Sd/- |
| Place : Patla, Junagadh |
Hiren N Vadgama |
| Date : 30th May, 2023 |
Chairman & Executive Director |
+91-9892691696
