hind aluminium industries ltd Directors report

TO THE SHAREHOLDERS

Dear Shareholders,

The Board of Directors is pleased to present the 36th Annual Report of the Company for the financial year ended 31st March, 2023.

FINANCIAL RESULTS:

The Companys financial performance for the year ended 31st March, 2023 is summarized below:

( in Lakhs )

	Standalone		Consolidated
Particulars	For the year ended March 31,		For the year ended March 31,
	2023	2022	2023	2022
Total Revenue	1538.46	2534.61	1613.46	2565.75
Profit/(Loss) Before Tax	(493.24)	(257.12)	(473.20)	(865.11)
Less : Tax Expenses	11.48	(179.75)	(47.16)	(77.20)
Profit/(Loss) After Tax	(504.72)	(77.37)	(426.04)	(787.91)
Share of Profit/(Loss) of Associate Company	-	-	945.85	454.62
Profit/(Loss) for the Year	(504.72)	(77.37)	519.81	(333.29)
Other Comprehensive Income / (Loss)	1.05	15.37	1.05	15.37
Total Comprehensive Income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)	(503.67)	(62.00)	520.86	(317.92)

COMPANYS PERFORMANCE

During the financial year 2022-23 total revenue of the Company on standalone basis is Rs. 1538.46 Lakh as compared to Rs. 2534.61 Lakh in the previous year and on consolidated basis is Rs. 1613.46 Lakh as compared to Rs. 2565.75 Lakh in the previous year. The Profit/(Loss) after tax on standalone basis is Rs. (504.72) Lakh as compared to Rs. (77.37) Lakh in the previous year and on consolidated basis is Rs. 519.81 Lakh as compared to Rs. (333.29) Lakh in the previous year. There is no material change in the nature of business of the company.

DIVIDEND

Considering the financial position of the company, the Board of Directors have not recommended any dividend for the financial year 2022-23.

TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves during the current financial year.

WIRE RODS & CONDUCTORS

During the financial year 2022-23 Aluminium Division of the Company has contributed total Rs. 133.45 Lakhs as compared to Rs. 2228.87 Lakhs in the previous year in the total revenue of the Company.

MINING BUSINESS

During the year Mining Division of the Company has not carried out any activity.

POWER GENERATION

The Company Wind Turbine Generators (WTG) & Solar Power Plants with total power generation capacity of 3.77 Mega Watts contributed Rs. 176.42 Lakh in the total revenue of the Company as compared to Rs. 200.95 Lakh in the previous year.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred total unclaimed and unpaid Final dividend of Rs. 127,846.50 for the F.Y. 2014-2015 to IEPF Authority. Further 7961 corresponding shares on which dividend were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2022-23, together with the Auditors Report forms part of this Annual Report.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has two subsidiaries & one joint venture company as on March 31, 2023.

A separate statement containing the salient features of financial statements of the subsidiaries of the company in prescribed Form AOC-1 form a part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any of the Companies Act, 2013 read with Rule 5 of the Companies Accounts) Rules, 2014.

No subsidiary and joint venture company ceased to be subsidiary/joint venture during the FY 2022-23.

The Company has formulated a policy for determining Material Subsidiaries. The Policy may be accessed at: https://www.associatedgroup-investors.com.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

a. in the preparation of Annual Accounts, the applicable accounting standards have 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 as at 31st March, 2023 and of the profit/loss of the Company for the said period;

c. the Directors have taken proper and sufficient care of 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.

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Appointments / Re-appointments

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Sudhir Goel, Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for reappointment. Shri Sudhir Goel is a qualified Chartered Accountant. He has vast experience of over 40 years in Aluminium Industry

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are Shri Shailesh Daga, Managing Director, Shri Mahendra Kumar Jain, Chief Financial Officer and Mrs. Sakshi Sharma, Company Secretary.

Except the aforesaid director, no directors or key managerial personnel were appointed or have resigned during the year.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

MEETINGS OF THE BOARD

Total Six meetings of the Board of Directors were held during the financial year 2022-23. For details of meetings of the board please refer to the corporate governance report, which forms part of this Annual Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent director, performance of non-independent director and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent director, at which the performance of the board, its committees, and individual director was also discussed. Performance evaluation of independent director was done by the entire board, excluding the independent director being evaluated.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practising Company Secretary on its compliance forms an integral part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matter provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of directors report.

INTERNAL FINANCIAL CONTROLS

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

RISK MANAGEMENT POLICY

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with provisions of the Act and Listing Regulations. The Vigil Mechanism and whistleblower policy is put on the Companys website and can be accessed at: https://www.associatedgroup-investors.com.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

Your Directors draw attention of the members to Note no. 37 to the Standalone Financial Statement which set out related party transactions as per Ind As 24. As there were no transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014, Nil details are given in Annexure -II in Form AOC-2 and the same forms part of this report.

ANNUAL RETURN

The Annual Return for financial year 2022-23 as per provisions of the Act and Rules thereto, is available on the Companys website at https://www.associatedgroup-investors.com

AUDIT COMMITTEE

The Audit Committee comprised of members namely Shri Navinchandra Shah (Chairman/Member), Shri Sundeep Mohta and Shri Sudhir Goel.

All the members of the Audit Committee are financially literate and have experience in financial management.

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure III of this report.

AUDITORS AND AUDITORS REPORT Statutory Auditor:

M/s. Karnavat & Company, Chartered Accountants were appointed as the Statutory Auditors of the company to hold office from the conclusion of 31st Annual General Meeting held in 2018 till the conclusion of the 36th Annual General Meeting of the Company, to be held in the Calendar year 2023.

The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

The Board as per the recommendation of the Audit Committee, is of the opinion that continuation of M/s. Karnavat & Company Chartered Accountants, as Statutory Auditors will be in the best interests of the Company and therefore, the members are requested to consider their reappointment as Statutory Auditors of the Company, for a second term of five years, from the conclusion of the ensuing Annual General Meeting, till the Annual General Meeting to be held in the calendar year 2028, at such remuneration mutually agreed and approved by the Board.

The Auditors Report for the financial year ended 31st March, 2023 on the financial statements of the Company is a part of this Annual Report. The Independent Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor:

The Secretarial Audit Report relating to Secretarial Audit conducted by M/s Arun Dash & Associates for the financial year ended March 31, 2023 under the Companies Act, 2013 read with Rules made thereunder is set out in the Annexure V to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014 for fulfilment the requirement of notice dated 11.05.23 & 24.08.2022 of Government of India Ministry of Corporate Affairs,the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. Mohammad Asthaf Anathan & Co, Cost Accountants (Membership No. 42018) as the Cost Auditors, to conduct the cost audit of your Company for the financial year ended 31st March, 2017 and 31st March, 2018, at a remuneration which is required to be ratified, as mentioned in the Notice convening the Annual General Meeting. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to Cost Auditors forms part of the Notice of the ensuing Annual General Meeting.

DISCLOSURE REQUIREMENTS

Disclosure requirements as per SEBI Listing Regulations, the Corporate Governance Report with the Practicing Company Secretarys Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Report.

OTHER DISCLOSURES

Material Changes and Commitments affecting the financial position of the Company:

On the process of phasing out manufacturing activities in its premises situated at Survey No.1/1 & 1/2, Village Khutali, Khanvel-Doodhani Road, Silvassa - 396230 (UT of DNH), the company has commenced equipment sale in the said location. Further, decisions relating to the Company premises are still under consideration.

The company has entered into an agreement for disposal of assets of its subsidiary company namely, Hind Aluminium Industries (Kenya) Limited (based in Kenya). This process is expected to be completed in the current quarter ending June 2023.

Overall, the company will now explore new lines of business activity.

• Your Company has not issued any shares with differential voting rights.

• There was no revision in the financial statements.

• Your Company has not issued any sweat equity shares.

• There is no change in the nature of business.

• During the year under review, your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March31, 2023, there were no deposits which were unpaid or unclaimed and due for repayment.

• There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

• There were no frauds reported by the Auditors u/s 143(12) of the Companies Act, 2013.

• As per the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has complied with provisions relating to the constitution of Internal Complaints Committee under POSH. There were no complaints during the year under review.

• The Companys overall turnover as well as turnover from individual product did not fall under the prescribed limits mentioned under Section 148 of the Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014, hence the provisions of maintenance of Cost Records and Audit were not applicable to the Company during the FY 22-23.

• Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year - Not Applicable

• Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable

• The company does not fall under the criteria mentioned in Section 135 (1) of Companies Act 2013 related to applicability of Corporate Social Responsibility.

ACKNOWLEDGEMENT

The Board of Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Further, the Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

	For and on behalf of the Board
	Lalit Kumar Daga
Place: Mumbai	Chairman
Date: 22.05.2023