Airo Lam Ltd Directors Report

To, The Members, Airo Lam Limited,

The Board of directors of your Company is pleased in presenting the Sixteenth (16^th) Annual Report of your Company together with the Audited Financial Statements for the period ended 31^st March, 2023.

FINANCIAL RESULTS:-

(Amount in Lakhs)

	Standalone		Consolidated
Particulars	FY	FY	FY	FY
	2022-23	2021-22	2022-23	2021- 22
Income from operations	19,946.02	16,889.69	19,946.03	16,889.69
Other Income	70.06	55.60	70.06	55.60
Total	20,016.08	16,945.29	20,016.09	16,945.30
Profit before depreciation, taxation & Extraordinary Items	1,258.94	1,215.96	1,258.94	1192.18
Less: Depreciation & amortization	331.92	304.67	331.92	304.67
Less: Provision for Tax	178.40	156.93	178.40	156.93
Less: Deferred Tax	9.08	81.86	9.08	81.86
Less: Prior period Tax adjustment	-	-	-	-
Profit/(Loss) After Tax	739.54	672.50	739.54	648.72
Add: Balance brought forward from previous year	2,871.72	2,199.22	2,847.94	2,199.22
Surplus available for appropriation	3,611.26	2,871.72	3,587.48	2,847.94
Appropriations:
General Reserves	Nil	Nil	Nil	Nil
Less: Proposed Dividend	Nil	Nil	Nil	Nil
Less: Tax on Dividend	Nil	Nil	Nil	Nil
Accelerated depreciation on fixed asset	Nil	Nil	Nil	Nil
Securities Premium	1,269.07	1,269.07	1,269.07	1,269.07
Balance Carried to	4924.91	4142.32	4,901.13	4,118.54
Balance Sheet

Result of operations and the state of Companys affairs

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes. Your company tried to increase the sales in the product being manufactured and marketed in-house.

During the year under review, your Company posted a stable performance with revenue of Rs. 19,946.02 Lakhs as against Rs. 16,889.69 Lakhs in the previous year. Profit for the year 2022-2023 was Rs. 739.54 Lakhs as against Rs. 672.50 Lakhs in the previous year.

As per the consolidated financial statements, the revenue and profit for the year 2022-2023 were Rs. 19,946.03 Lakhs and Rs. 16,889,69 Lakhs respectively as against Rs. 739.54 Lakhs and Rs. 648.72 Lakhs in the previous year.

RESERVES and SURPLUS

The Company has incurred profit of Rs. 739.54 Lakhs for the current financial year and the same is proposed to be transferred to Reserve and Surplus.

24

DIVIDEND:-

Your Directors do not recommend any dividends so as to conserve the resources of the company for future needs, for the year 2022-23.

CHANGE IN NATURE OF BUSINESS:-

No change in the nature of Business of the Company during the period under review.

DEPOSITS:-

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. There is no overdue deposit as on 31^st March, 2023.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-

The Company has following Associate Company:

Sr. No	Name of the Subsidiary/JV/Associate	Nature	Business
1	Airolam Asia Pacific Co. Ltd	Associate	Trading of plywood and veneer sheets

Further, a statement containing salient features of the financial statements of our associate company in the prescribed format AOC-1 is appended as "Annexure-A" to the Boards Report. The statement also provides the details of performances, financial position of our associate concern.

The Company does not have any Joint Venture & Subsidiary Companies.

CORPORATE GOVERNANCE:-

A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of the Directors Report.

AUDIT COMMITTEE:-

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Listing Regulations, the Management Discussion and Analysis, is appended to this report.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-

1. Resignation / Cessation

During the year under review, there are no change in the Directors, However, Ms. Ruchi Biren Shah a Company Secretary and Compliance Officer has been resigned from the Company on 29.12.2022.

2. Appointments

During the year under review, none of the Directors or KMPs was appointed. However, Mr. Chintan Kamleshbhai Mehuriya was appointed as a Company Secretary and Compliance Officer w.e.f - 23.05.2023.

3. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Hardikkumar Prafulbhai Patel who retires by rotation and being eligible offers themselves for re-appointment.

There being no other changes in Directorship or KMPs of the Company during the year under review.

The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm:? that in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and that no material departures have been made from the same. ? that they had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that period. ? that they 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. ? that they had prepared the Annual Accounts on a going concern basis. ? that the Company had adequate internal systems and controls in place to ensure compliance of laws applicable to the Company. ? that 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.

DECLARATION BY INDEPENDENT DIRECTORS:-

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

BOARD MEETINGS:-

During the year, Fourteen Board Meetings, as follows were convened and held with requisite quorum. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

18.04.2022	18.06.2022	12.08.2022	14.11.2022	22.02.2023
10.05.2022	27.07.2022	01.09.2022	29.12.2022	09.03.2023
30.05.2022	08.08.2022	05.09.2022	07.02.2023	-

BOARD EVALUATION:-

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of Executive/ Non- Executive/ Independent Directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board and results of the evaluation is satisfactory and adequate and meets the requirements. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

DETAILS OF COMMITTEE OF DIRECTORS:-

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Stake Holders Relationship/ Grievances Committee of Directors and Corporate Social

Responsibility Committee, number of meetings held of each Committee during the Financial year 2022-23 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Companys policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure B".

ANNUAL RETURN:-

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at https://airolam.com/investor-relation/.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil Mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also posted on the website of company i.e. https://airolam.com/investor-relation/.

CORPORATE SOCIAL RESPONSIBILITY:-

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at the link https://airolam.com/investor-relation/.

The Average Net Profits of the Company for the last three financial years is Rs. 7,82,50,053 /- and accordingly the prescribed CSR expenditure during the financial year 2022-23 was Rs. 15,65,001/- (i.e. 2% of the Average Net Profits of the Company for the last three financial years). The Company had undertaken to spend an amount of Rs. 16,65,200/- during the financial year 2022-23 against the mandatory requirement of Rs. 15,65,001/-.

The Annual Report on CSR activities is annexed as "Annexure-C" to this Report.

STATUTORY AUDITORS: -

The shareholders of the Company at the 14^th Annual General Meeting (AGM) held on September 29, 2021, approved the appointment of M/s Piyush J. Shah & Co., Chartered Accountants (ICAI Firm Registration No. 121172W) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 years from the conclusion of 14^th AGM till the conclusion of 19^th AGM to be held in financial year 2025-26.

The Statutory Auditors Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 forms part of this Annual report.

COMMENTS ON AUDITORS REPORT:-

There is no adverse comment in the Auditors Report which requires any further explanation.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Pitroda Nayan & Co., Practising Company Secretary, to undertake the Secretarial Audit of the Company for FY 2022-23. The Secretarial Audit Report is appended to this report as "Annexure D".

COMMENTS ON SECRETARIAL AUDITORS REPORT:-

There is no adverse comment in the Secretarial Auditors Report which requires any further explanation.

COST AUDITORS AND COST RECORD:-

Your Company was not required to appoint cost auditor of the Company for FY 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

No guarantees were given. Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS (RPT):-

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as "Annexure E".

INTERNAL CONTROL SYSTEMS:-

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

RISK MANAGEMENT:-

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Companys day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:-

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the ends of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS:-

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and companys operations in future.

REPORTING OF FRAUD:-

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder.

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR:-

No Commission was drawn by the Managing Director during the financial year.

INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained co-ordial and harmonious during the year and management received full co-operation from employees.

DISCLOSER UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during F.Y 2022.23.

CAUTIONARY STATEMENT:-

Statements in the Boards Report and the Management Discussion and Analysis describing the Companys objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the companys operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT:-

Your Directors place on record their sincere appreciation for the continuous support and cooperation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciates overwhelming cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company.

Place: Prantij	By Order of Board of Directors
Date: 01.09.2023	For, Airo Lam Limited
	CIN: L20211GJ2007PLC052019

 

	Sd/-	Sd/-
Registered office:	Pravinbhai N. Patel	Sureshbhai H. Patel
Survey No. 355, Nananpur Road,	Chairman & MD	Whole-Time Director
N.H. No. 8, Dalpur, Prantij - 383120,	DIN: 01840244	DIN: 02223842
Gujarat, India.

ANNEXURE "A" TO DIRECTORS REPORT

FORM AOC 1

Pursuant to the first proviso to sub-section (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014.

Statement containing salient features of the financial statement of subsidiaries/associate companies /joint ventures

Part "A": Subsidiary Companies: The Company does not have any Subsidiary Companies.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

	Name of associates/Joint Ventures	Airolam Asia Pacific Co. Ltd
1	Date of Latest audited Balance Sheet	31.03.2023
2	Shares of Associate/Joint Ventures held by
	the company on the year end
	No.	9600
	Amount of Investment in Associates/Joint	Rs. 23,78,325
	Venture
	Extent of Holding%	48.00%
3	Description of how there is significant	Holding more than 20% of total share
	influence	capital
4	Reason why the associate/joint venture is not	Not Applicable
	consolidated
5	Net worth attributable to shareholding as	Rs. 20,00,000/-
	per latest audited Balance Sheet
6	Profit/Loss for the year	NIL
	i. Considered in Consolidation	NIL
	ii. Not Considered in Consolidation	Not Applicable
	35

1. Names of subsidiary, associates or joint ventures which are yet to commence operations: NIL 2. Names of subsidiary, associates or joint ventures which have been liquidated or sold during the year: NIL

Place: Prantij	By Order of Board of Directors
Date: 01.09.2023	For, Airo Lam Limited
	CIN: L20211GJ2007PLC052019
	Sd/-	Sd/-
Registered office:	Pravinbhai N. Patel	Sureshbhai H. Patel
Survey No. 355, Nananpur Road,	Chairman & MD	Whole-Time Director
N.H. No. 8, Dalpur, Prantij - 383120,	DIN: 01840244	DIN: 02223842
Gujarat, India.

ANNEXURE "C" TO DIRECTORS REPORT

CORPORATE SOCIAL RESPONSIBILITY (CSR)

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. A brief outline of the Companys CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

The Companys CSR Policy is to serve the cause for creating a healthy and enlightened life for the needy while fulfilling the responsibility of conservation of scarce natural resources. As a concerned corporate citizen, it is felt as a duty to give back some support to the weaker sections of society through sustained projects. The focus was on programmes to promote Education, Healthcare & Medical initiatives, Animal Welfare and Promoting Art.

2. The Composition of the CSR Committee:

Name	Designation	Category
Mr. Pravin Nathabhai Patel	Chairman	Promoter - Executive
Mr. Suresh Hansrajbhai Patel	Member	Promoter - Executive
Mrs. Mamta Premanshubhai Patel	Member	Independent - Non Executive

The Company Secretary acts as the Secretary to the Committee.

3. Average net profit of the company as per Section 135(5): Rs. 7,82,50,053/-

4. (a) Two percent of average net profit of the company as per Section 135(5): Rs. 15,65,001/- (b) Surplus arising out of the CSR projects or programs or activities of the previous financial years: Nil (c) Amount required to be set off for the financial year, if any: Nil (d) Total CSR obligation for the financial year (7a+7b-7c): *Rs. 15,65,001/-

*The Company had undertaken to spend an amount of Rs. 15,65,001/- in addition to the CSR obligation as provided under Sr. No. 4(d) above. Accordingly, the total CSR obligation undertaken by the Company to be spent during the financial year 2022-23 was Rs. 16,65,200/-.

5. (a) CSR amount spent or unspent for the financial year:

Total Amount	Amount Unspent (in Rs.)
Spent for the Financial Year (in	Total Amount transferred to Unspent CSR Account as per Section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5)
Rs.)	Amount	Date of Transfer	Name of the Fund	Amount	Date of transfer
Rs. 16,65,200	-	-	-	-	-
/-

b) Manner in which the amount spent during the financial year is detailed below:

Sr. N o.

CSR project or activity identified/ beneficiary

Sector in which the project is covered

Location of the Projects / programs

Amount outlay spent on the (budget)

Amount projects or programs Subheads:

Cumulativ e expenditur e up to the reporting period.

Amount spent: Direct/ Implementing Agency

1

Support for Eradicating hunger

Promoting socially & economically backward groups

Himatnagar, Gujarat

Rs. 10,00,000/-

Rs. 7,50,000/-

Rs. 7,50,000/-

Through Sardardham Vishw Patidar Samaj

2

Support for Health Care

Promoting health care including preventive health care

Ahmedabad, Gujarat

Rs. 7,00,000/-

Rs. 2,50,000/-

Rs. 2,50,000/-

Through Bharat Vikas Parishad

3

Support for Eradicating hunger

Rural development projects

Rajkot, Gujarat

Rs. 8,00,000/-

Rs. 5,00,000/-

Rs. 5,00,000/-

Through Manav Seva Trust

4

Support for Eradicating hunger

Rural development projects

Jamnagar, Gujarat

Rs. 50,000/-

Rs. 1,100/-

Rs. 1,100/-

Through Shree Halar Sarvajiv Seva Samaj Trust

5

Supporting the growth of the Society

Promoting the growth of the Society

Himatnagar, Gujarat

Rs. 1,00,000/-

Rs. 50,000/-

Rs. 50,000/-

Through Sadvichar Parivar

5

Support for Eradicating hunger

Rural development projects

Himatnagar, Gujarat

Rs. 2,00,000/-

Rs. 1,14,100/-

Rs. 1,14,100/-

Through Sadvichar Parivar

Total Expense Total Expense

Rs.

Rs.

Rs.

28,50,000/-

16,65,200

16,65,200

/-

/-

c) Amount spent in Administrative Overheads: Nil d) Amount spent on Impact Assessment, if applicable: N.A. e) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 16,65,200 /- f) Excess amount for set off, if any,

Sr.	Particular	Amount
No.		(in Rs.)
1	Two percent of average net profit of the company as per	Rs. 15,65,001 /-
	Section 135(5)
2	Total amount spent for the Financial Year	Rs. 16,65,200 /-
3	Excess amount spent for the financial year [(ii)-(i)]	NIL
4	Surplus arising out of the CSR projects or programmes or	NIL
	activities of the previous financial years, if any
5	Amount available for set off in succeeding financial years [(iii)-(iv)]	NIL

6. a) Details of Unspent CSR amount for the preceding three financial years: -

b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Rs. -

7. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (Please provide below details if any) (asset-wise details):

The Company has not created or acquired any capital assets through CSR spent in the Financial Year 2022-23.

8. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per Section 135(5): NA

Place: Prantij	By Order of Board of Directors
Date: 01.09.2023	For, Airo Lam Limited
	CIN: L20211GJ2007PLC052019
	Sd/-	Sd/-
Registered office:	Pravinbhai N. Patel	Sureshbhai H. Patel
Survey No. 355, Nananpur Road,	Chairman & MD	Whole-Time Director
N.H. No. 8, Dalpur, Prantij - 383120,	DIN: 01840244	DIN: 02223842
Gujarat, India.