DIRECTORS' REPORT
TO THE MEMBERS OF AGARWAL INDUSTRIAL CORPORATION LIMITED
The Directors have pleasure in presenting the Thirty-first Annual Report of M/s
Agarwal Industrial Corporation Limited ("the Company" or "AICL") together
with its Audited Financial Statement for the Financial Year ended March 31, 2025.
1. FINANCIAL RESULTS
|
|
|
|
(Rs. in Lakhs) |
Particulars |
Standalone |
Consolidated |
|
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Total Revenue |
201948.54 |
180569.78 |
240947.27 |
213042.50 |
Profit before Depreciation, Finance Costs and Tax |
9829.49 |
9172.93 |
21269.02 |
17794.19 |
Less: Depreciation |
1179.56 |
1144.65 |
4783.40 |
3009.56 |
Less: Finance Costs |
1414.87 |
1334.82 |
3009.90 |
2066.04 |
Profit Before Tax |
7235.07 |
6693.46 |
13475.71 |
12718.60 |
Less: Provision for Tax |
|
|
|
|
(a) Current Tax |
1870.00 |
1700.00 |
1902.95 |
1758.81 |
(b) Deferred Tax (Assets)/ Liability |
1.77 |
27.99 |
2.78 |
32.41 |
(c) Short Provision for Tax for earlier years |
0.32 |
4.55 |
1.32 |
5.38 |
Profit After Tax |
5362.98 |
4960.91 |
11568.65 |
10921.96 |
Other Comprehensive Income/ (Loss) |
6.15 |
-3.43 |
487.75 |
182.81 |
Total Comprehensive Income For The Year |
5369.13 |
4957.48 |
12056.40 |
11104.78 |
Dividend Paid |
448.73 |
373.94 |
448.73 |
373.94 |
Tax on Dividend Paid |
- |
- |
- |
- |
Balance carried to Other Equity |
4920.4 |
4583.54 |
11607.67 |
10617.40 |
2. TRANSFER TO RESERVES
The Company has transferred Rs.4920.4 Lakhs to the Other Equity for the F.Y. March 31,
2025 after appropriating Rs. 448.73 Lakhs towards dividend paid for the F.Y. ended March
31, 2024.
3. RESULTS OF OPERATIONS
Standalone Accounts
The Company reported a total revenue of Rs. 201948.54 lakhs for the financial year
ending March 31, 2025, representing a 11.84% increase compared to the previous year's
revenue of Rs. 180569.78 lakhs. Moreover, the Profit Before Tax (PBT) for the current year
stood at Rs. 7235.07 lakhs, up from Rs. 6693.46 lakhs in the previous year, marking an
increase of approximately 8.09%. The Profit After Tax (PAT) also showed a positive trend,
reaching Rs. 5362.98 lakhs compared to Rs. 4960.91 lakhs last year, indicating a 8.10%
increase. This growth reflects the Company's consistent performance and strategic
initiatives.
During the Financial Year ended on 31st March 2025, the Company under its
Ancillary Infra - Bitumen and allied products segment, sold 5,35,938.62 MTS of Bitumen and
allied products as compared to 4,90,813.49 MTS sold during the corresponding previous
financial year ended on 31st March 2024, thus registering a growth of 9.19%.
Consolidated Accounts
On a consolidated basis, the Earnings before interest, depreciation, exceptional items
and taxation amounted to 21,269.02 Lakhs as against 17,794.19 Lakhs in the previous
financial year. The consolidated operations have resulted in a net profit of 11568.65
Lakhs (after exceptional items) during the financial year under report as against 10921.96
Lakhs in the previous financial year, an increase of 5.92%.
4. STATE OF AFFAIRS & BUSINESS OVERVIEW (STANDALONE)
The Company primarily belongs to Ancillary Infra Industry and is engaged in the
business of (i) manufacturing and trading of Bitumen and Allied products used heavily in
infrastructure projects (ii) providing Logistics for Bulk Bitumen and LPG through its own
Specialized Tankers and (iii) also generates
power through Wind Mills. These businesses are of seasonal nature due to which revenue
gets varied.
The management is optimistic about sustaining this growth trajectory by continuing to
focus on operational efficiencies and exploring new market opportunities.
MANUFACTURING & BULK BITUMEN STORAGE FACILITIES
The Company has its manufacturing and storage units at Taloja, Belgaum, Baroda,
Hyderabad, Cochin (through its wholly owned subsidiary-Bituminex Cochin Private Limited)
and at recently added unit at Pachpadra City, Dist. Barmer, (Rajasthan). Further, the
Company has started full fledged operations at its recently established manufacturing and
storage facilities of Bitumen and other value added Bituminous products at Guwahati, Assam
and which would endeavor to expand and develop Bitumen trade in Eastern states as Bitumen
is extensively used in infrastructure projects more specifically in road construction
projects initiated by the State Government.
BULK BITUMEN STORAGE FACILITIES TO FACILITATE IMPORTS
The Company has Bulk Bitumen Storage facilities to effectively handle and market
bitumen imports at Mumbai, Maharashtra, Vadodara, Gujarat, Karwar, Haldia, West Bengal,
Dighi (Company Owned), Maharashtra , Hazira ( Loading ) and Mangalore.
BULK BITUMEN TRANSPORTATION
We are the pioneers of logistics in Bitumen, which is predominantly used in road
construction business. It can be procured either in bulk or in packed form. In either case
the product has to be dispatched to the construction site or to the storage facilities of
our industrial consumers. The bulk bitumen is transported via specially designed tankers
that are insulated and have pumping facility for loading and unloading the bitumen. Most
of our Bitumen tankers are under contract with major oil companies in India like HPCL,
BPCL and IOCL and by other major consumers of the product.
BULK LPG TRANSPORTATION
We are amongst the leading transporters of LPG in India, which is the most widely used
fuel for domestic as well as industrial purposes. While we already own a large fleet of
tankers, we also hire tankers on long term contracts to cater to the demand from customers
LPG is mainly sourced from domestic refineries and via bulk imports. Bulk LPG is mainly
transported from the source to the industrial user or to their bottling plants through
specially designed tankers LPG, being highly inflammable, require tankers that take care
of all safety aspects while loading, transporting and unloading. Most of the LPG tankers
are under contract with major oil companies like HPCL, BPCL and IOCL.
POWER GENERATION THROUGH WIND MILLS
The Company has diversified into Non-Conventional energy generation by installing wind
mills at Rajasthan and Maharashtra, keeping in view of the likely shortage of energy
resources in future. Your Company has one Windmill at Dhulia, Maharashtra and one in
Jaisalmer, Rajasthan.
AUTHORIZED SERVICE CENTRE OF ASHOK LEYLAND
We own a large fleet of tankers which necessarily calls for regular periodic checks and
maintenance. As also, our entire fleet of tankers comes from the Ashok Leyland stable.
Both these factors influenced our decision to set up an authorized service center, for
Ashok Leyland vehicles, within the company. Not only does this ensure a timely turnaround
of the fleet serviced but is an economically beneficial proposition for the company. We
have our own workshop and maintenance facilities at strategic locations like Mumbai,
Vadodara, and Jodhpur.
5. SHARE CAPITAL
The paid-up share capital of the Company as on 31st March, 2025 is 1,49,57,789 Equity
Shares of Rs. 10/- each fully paid up aggregating to Rs.14,95,77,890 /-.
6. DIVIDEND
Your Directors have recommended a equity dividend of Rs. 3.30/- of Rs. 10/- each fully
paid up for the financial year ended March 31, 2025 subject to declaration by the
shareholder at the ensuing Annual General Meeting.
The total dividend paid/recommended for the financial year under report is in line with
the Company's dividend distribution policy which is placed on the
https://drive.google.com/file/d/152nNLN2aR2SVI 9pV Sn4EZNT146pBkXs/view
7. CAPITAL EXPENDITURE
As on March 31, 2025, the capital expenditure during the year under review amounted to
Rs.1659.13 Lakhs including Capital Work in Progress Rs.1,555,23 Lakhs
8. FINANCIAL STATEMENTS
The standalone and consolidated financial statements are prepared in accordance with
the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies
Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and
Companies (Indian Accounting Standards) Amendment Rules, 2016. In accordance with Indian
Accounting Standard (Ind AS-110), the audited consolidated financial statements are also
provided in the Annual Report.
The Audited Consolidated Financial Results for the F.Y ended on March 31, 2025 include
the financial results of its Wholly Owned Subsidiary (WOS) Companies-
(i) Bituminex Cochin Private Limited, and (ii) AICL Overseas FZ-LLC and (iii) Agarwal
Translink private Limited (iv) AICL Finance Private Ltd.
9. CREDIT RATING
During the year under report, CRISIL Rating has reviewed and assigned/affirmed the
following ratings to Company's working capital limits including Working Capital Demand
Loan as follows -
• Long term Rating - CRISIL A/ Stable
10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
Bituminex Cochin Pvt Ltd (BCPL), Agarwal Translink Private Limited, AICL Overseas
FZ-LLC (UAE), and AICL Finance Private Limited are wholly owned subsidiaries (W.O.S.) of
the Company and are steadily carrying out their respective business operations. However,
AICL Finance Private Limited has not yet commenced business activities and is currently in
the process of obtaining the necessary approvals from the relevant statutory authorities.
The Company's Indian Wholly Owned Subsidiary Company - Bituminex Cochin Private Limited
is also in the business of manufacturing and trading of Bitumen and Bituminous products
whereas its Overseas Wholly Owned Subsidiary Company - AICL Overseas FZ- LLC, RAS AL
KHAIMAH, UAE is in the business activity of ship chartering and is in possession of
Vessels and is carrying its commercial operations in accordance with the guidelines /
notifications with regard to Overseas Direct Investments (ODI) issued by the Reserve Bank
of India from time to time. This Overseas WOS presently has its own 11 Vessels which
together have ferrying capacity of about 1,13,549 Mts of Bulk Bitumen / Bulk Liquid Cargo.
Agarwal Translink Private Limited is another Indian Wholly Own Subsidiary of the Company
which is engaged in the business of transportation of Bitumen, LPG, LSHS and owns large
fleet of specialized Bitumen Tankers and also operates a BPCL Petrol Pump in Shahpur,
Asangaon, Maharashtra.
Material Subsidiary
Pursuant to Regulation 16(1)(c) of the Listing Regulations AICL Overseas FZ-LLC has
become material subsidiary.
During the year under review, the Company has not disposed of any shares in its
material subsidiaries or disposed or leased the assets amounting to more than twenty
percent of the assets of the material subsidiary.
There are no Joint Ventures or Associate Companies related to your Company.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient
features of the financial Statements of the Company's Subsidiaries in Form AOC-1 is
attached to the financial statements of the Company. Pursuant to the provisions of Section
136 of the Act, the financial statements of the Company, consolidated financial statements
along with relevant documents and separate audited accounts in respect of subsidiary are
available on the website of the Company: www.aicltd.in.
There are no joint ventures or associate companies as defined under the Companies Act,
2013 and Rules made thereunder, as amended.
11. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
• The Company entered into Share Purchase Agreement for the purpose of acquisition
of 100% shareholding of Konkan Storage Systems (Karwar) Pvt. Ltd., post financial year
ended March 31, 2025.
For details of the agreement mentioned herein above please refer to the Company's
Website - www.aicltd.in under Corporate Information and Updates
Previous Matters:
• Since the previous Directors' Report, there has been no material changes and
commitments affecting the financial position of the Company between the end of the
financial year and the date of this Report except as stated hereinafter.
(i) As reported in the previous year's Annual Report , the Company received two
Property Tax related Bills from Panvel Municipal Corporation with regard to its two
Industrial Plots No.36 & 37 situated at MIDC Industrial Estate, at Taloja, Dist.
Raigad, amounting to Rs 2,39,225/- & Rs 12,31,501/- respectively, calculated from
retrospective years without giving adequate information and details. The similar Bills
were issued to other units also. Accordingly, in this regard, a Civil Writ Petition has
been filed by Taloja Manufacturers' Association (TMA) and its Members (our Company being a
Member of TMA) jointly in the H'ble High Court of Judicature at Bombay against the State
of Maharashtra & Others on 16/04/2022, which is still pending for disposal.
(ii) It may be recalled that in the previous Report, we had mentioned that Panvel
Municipal Corporation (PMC) had raised LBT demand on erstwhile merged Company, Agarwal
Petrochem Private Limited for the period Jan- Jun 2017, which in line with others
Petitioners, had filed a Writ Petition in the Hon'ble Bombay High Court, which as an
interim relief has directed the PMC not to initiate any coercive action against the
petitioners till the further orders. Accordingly, the actual financial impact of such
demand are not known due to pending assessments and the status of the case remains the
same. Till date, the matter is still pending for adjudication in the said H'ble Bombay
High Court .
(iii) The Asst. Commissioner of Customs, Kakinada had filed three Appeals with The
Commissioner (Appeals), Customs, Central Excise and Service Tax, Guntur, after the Review
Orders were passed by the Commissioner of Customs (Preventive), to set aside three
Orders-in- Original, two dated 08.11.2017 and one dated 30.11.2017 respectively, passed by
the Asst. Commissioner of Customs, Kakinada sanctioning thereby Special Additional Duty
refunds aggregating to Rs. 86.55/- Lakhs to the Company. The Commissioner (Appeals),
Customs, Central Excise and Service Tax, Guntur vide its three Orders dated 29.06.2018,
set aside all three Orders-in-Original passed by the Asst. Commissioner of Customs,
Kakinada as stated herein above and allowed all three Applications filed by the Asst.
Commissioner of Customs, Kakinada. In this regard, against the aforesaid three Orders
passed by the Commissioner (Appeals), Customs, Central Excise and Service Tax, Guntur,
your Company has already filed respective Appeals with the Customs, Excise & Service
Tax Appellate Tribunal at Hyderabad and the matter is still pending.
(iv) The Company received a notice from the Madhya Pradesh GST Authorities demanding
tax penalty under Section 129(1)(a) of the CGST Act, demanding IGST amount to Rs. 1,23,596
and penalty of similar amount aggregating to Rs. 2,47,192/- on the ground that the part B
of e-way bill with regard to vehicle no. MH04GF1435 was not uploaded. Again this notice an
appeal has been filed before the Appellate Authority and the matter is pending.
12. INTERNAL CONTROLS AND INTERNAL FINANCIAL CONTROLS
The management team recognises that robust internal controls are foundational to sound
governance. Actions derived from consensus-based business strategies should operate within
a structured system of oversight and balance. The leadership is dedicated to maintaining
an internal control environment proportionate to the business's scale and intricacy. This
environment is designed to ensure adherence to internal protocols, compliance with
pertinent laws and regulations, and the integrity and precision of financial records. It
also aims to bolster operational efficiency, safeguard company assets, and aid in
preventing and detecting fraud, inaccuracies, and anomalies, thereby substantially
mitigating risk exposure.
The Company has established a comprehensive internal controls framework. This framework
encompasses an array of policies, procedures, and mechanisms that are pivotal in
augmenting operational efficiency and effectiveness, curtailing risks and expenditures,
and fostering enhanced decision-making and accountability.
The internal financial controls framework, an integral component of the broader
internal controls system, is pivotal in guaranteeing the dependability and precision of
financial reporting. This framework facilitates the meticulous preparation of financial
statements by generally accepted accounting standards.
13. WHISTLE-BLOWER POLICY/VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy to provide a mechanism for the
Directors and employees to report genuine concerns about any unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct. The provisions of this
policy are in line with the provisions of Section 177 (9) of the Act and as per Regulation
22(1) of the SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015. The
Whistle Blower Policy can be accessed on the Company's website - www.aicltd.in.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013, ("THE ACT")
Particulars of loans given, investments made, securities provided and guarantees
provided on behalf of WOS to bank(s) are mentioned in the financial statement under Notes
46 respectively of the said statement.
15. RISK MANAGEMENT
The Company has constituted a Risk Management Committee, details of which are set out
in the Corporate Governance Report. The Company has adopted a Risk Management Policy,
pursuant to the provisions of
Section 134 of the Act, which has a Risk Management framework to identify and evaluate
business risks and opportunities. This framework seeks to create transparency, minimize
adverse impact on business objective and enhance the Company's competitive advantage. The
risk framework defines the risk management approach across the enterprise at various
levels including documentation and reporting.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state and confirm that:
a. in the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards read with requirements set out under Schedule
III to the Act, have been followed and that there are no material departures from the
same;
b. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2025 and of the profits
of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the accounts for the Financial Year ended March 31, 2025
on a ‘going concern' basis;
e. the Directors have laid down internal financial controls to be followed by the
Company and that such financial controls are adequate and are 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 are operating effectively.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As on March 31, 2025, your Company's Board has eight members. This includes one
Non-Executive Non-Independent Director connected to the Promoters Group, three Executive
Directors, and Four Independent Directors, one of whom is a Woman Independent Director.
• Composition of Board of Directors
1. Mr. Jai Prakash Agarwal, Managing Director
2. Mr. Ram Chandra Agarwal, Whole-time Director
3. Mr. Lalit Agarwal, Whole-time Director
4. Mr. Mahendra Agarwal, Director (NonIndependent)
5. Mr. Suresh Kotteeri Nair, Independent Director
6. Mr. Mahendra Pimpale, Independent Director
7. Mr. Balraj Subramaniam, Independent Director
8. Mrs. Khushboo Mahesh Lalji, Independent Director
The details of the KMPs are as follows:
1. Mr. Jaiprakash Agarwal, Managing Director,
2. Mr. Lalit Agarwal, Whole Time Director
3. Mr. Ramchandra Agarwal, Whole Time Director
4. Mr. Vipin Agarwal, CFO
5. Ms. Yashee Agrawal, CS and Compliance Officer (w.e.f June 16, 2025)
Changes in KMPs
During the year, the following was the change in Director/ Key Managerial Personnel:
1. Ms. Dipali Pitale occupied the position of Company Secretary & Compliance
Officer of the Company till February 20, 2025.
2. Mr. Vipin Agarwal, CFO of the Company was appointed as Interim Compliance Officer of
the Company, post the resignation of Company Secretary and Compliance Officer as mentioned
in para 1 above.
3. Ms. Yashee Agrawal w.e.f June 16, 2025 appointed as Company Secretary and Compliance
Officer
Director Retiring by Rotation
Mr. Ram Chandra Agarwal retire by rotation at the ensuing Annual General Meeting and,
being eligible, offer themselves for re-appointment. Brief profile of the Mr. Ram Chandra
Agarwal is part of the Notice of the ensuing Annual General Meeting.
You can find details about the Board and Committee composition, director tenure, and
more in the Corporate Governance Report, which is part of this Annual Report.
None of the directors of the Company are debarred from holding the office of Director
by virtue of any SEBI order or order by any other competent authority.
In the opinion of the Board, the independent directors possess appropriate balance of
skills, experience and knowledge, as required.
Directors & Officers Insurance
As per Regulation 25 of SEBI (LODR), 2015 the Company has taken Directors &
Officers Insurance from Pioneer Insurance & Reinsurance Brokers Pvt. Ltd.
Declaration by Independent Directors
The Company has received declarations from all Independent Directors confirming that
they meet the criteria of independence as outlined in Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations. Additionally, the Independent Directors
have declared their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, regarding their inclusion in the data bank of
Independent Directors maintained by the Indian Institute of Corporate Affairs. There have
been no changes in the circumstances affecting their status as Independent Directors of
the Company. In the opinion of the Board, the Independent Directors meet the conditions
specified under the Act and the Listing Regulations, and they remain independent of
management.
This requirement highlights how important independent directors are for providing
unbiased oversight. They help make sure that the Board's decisions are not swayed by
management or major shareholders.
18. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Directors In compliance with the requirements of Regulation 25(7) of the Listing
Regulations, the Company has put in place a Familiarisation Programme for the Independent
Directors to familiarise them with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model etc.
The details of the Familiarisation Programme are available on the website of the
Company at www. aicltd.in
19. BOARD PERFORMANCE EVALUATION
During the year under review, 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
requirement as prescribed by Securities Exchange Board of India (SEBI) under Regulation
17(10) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from the
Directors on the basis of the criteria such as the Board Composition and structures,
effectiveness of board processes, information and functioning, etc. The Board evaluates
performance of the committees after seeking inputs from the committee members on the basis
of the criteria such as the composition of committees, effectiveness of committee
meetings, etc. The Board and the Nomination and Remuneration Committee (NRC) reviewed the
performance of the individual Directors on the basis of the 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 Directors, performance of Non-Independent
Directors, performance of the board as a whole was evaluated, taking into account the
views of the Executive Directors and Non-Executive Directors. The same was discussed in
the Board meeting that followed the meeting of the Independent Directors, at which the
performance of the Board, its committees and individual Directors was also discussed.
20. REMUNERATION POLICY AND CRITERIA FOR APPOINTMENT OF DIRECTORS
The Company had adopted a Remuneration Policy, subject to review from time to time for
the Directors, KMP and other employees, pursuant to the provisions of the Companies Act
2013 and Regulation 19(4) read with Part B of Schedule II of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015. The key principles governing the Company's
Remuneration Policy are as follows:
Remuneration for Independent Directors and Non Independent Non-Executive Directors:
• Independent Directors are being paid Rs. 20,000/- as the Sitting Fee for
attending all Board Meetings alone.
• Overall remuneration should be reasonable and sufficient to attract, retain and
motivate Directors aligned to the requirements of the Company, taking into consideration
the challenges faced by the Company and its future growth imperatives.
• Remuneration paid should be reflective of the size of the Company, complexity of
the sector/ industry/Company's operations and the Company's capacity to pay the
remuneration and be consistent with recognized best practices.
• The remuneration payable to Directors shall be inclusive of any remuneration
payable for services rendered in any other capacity, unless the services rendered are of a
professional nature and the NRC is of the opinion that the Director possesses requisite
qualification for the practice of the profession. Remuneration for Managing Director (MD)/
Executive Directors (ED)/ Key Managerial Personnel (KMP)/ rest of the Employees is paid.
• The extent of overall remuneration should be sufficient to attract and retain
talented and qualified individuals suitable for every role. Hence remuneration should be
market competitive, driven by the role played by the individual, reflective of the size of
the Company, complexity of the sector/ industry/ Company's operations and the Company's
capacity to pay, consistent with recognized best practices and aligned to any regulatory
requirements.
• Basic/ fixed salary is provided to all employees to ensure that there is a
steady income in line with their skills and experience. It is affirmed that the
remuneration paid to Managing Director, Whole Time Directors and KMP is as per the
Remuneration Policy of the Company.
As per Company's Policy, the NRC is responsible for developing competency requirements
for the Board based on the industry and strategy of the Company. The NRC reviews and meets
potential candidates, prior to recommending their nomination to the Board. At the time of
appointment, specific requirements for the position, including expert knowledge expected,
is communicated to the appointee.
The NRC has formulated the criteria for determining qualifications, positive attributes
and independence of Directors in terms of provisions of Section 178 (3) of the Act and
Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015.
Independence: A Director will be considered as an ‘Independent Director' if he/ she
meets with the criteria for ‘Independence' as laid down in the Act and Regulation
16(1)(b) SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Competency: A transparent Board nomination process is in place that encourages
diversity of thought, experience, knowledge, perspective, age and gender. It is ensured
that the Board has a mix of members with different educational qualifications, knowledge
and with adequate experience in banking and finance, accounting and taxation, economics,
legal and regulatory matters.
Additional Positive Attributes:
• The Directors should not have any other pecuniary relationship with the Company,
its subsidiaries, associates or joint ventures and the Company's promoters, except as
provided under law.
• The Directors should maintain an arm's length relationship between themselves
and the employees of the Company, as also with the Directors and employees of its
subsidiaries, associates, joint ventures, promoters and stakeholders for whom the
relationship with these entities is material.
• The Directors should not be the subject of proved allegations of illegal or
unethical behavior, in their Private or professional lives.
• The Directors should have the ability to devote sufficient time to the affairs
of the Company.
21. INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
The Company has transferred to the Investors Education and Protection Fund (IEPF) all
the unpaid dividend amounts required to be so transferred on or before the due date(s) for
such transfer. The Company has also transferred to IEPF, such of the Company's equity
shares in respect of which the dividend declared has not been paid or claimed for seven
consecutive years.
The details of the unpaid / unclaimed dividends for the last seven financial years are
available on the website of the Company www.aicltd.in.
The Company has appointed its Company Secretary as the nodal officer under the
provisions of IEPF.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has formulated a policy on ‘Protection of Women's Rights at Workplace'
as per the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. There were no cases of sexual harassment received
by the Company during the F.Y. 2024-25 & between the end of the financial year and the
date of this Report.
Mrs. Harshada Patil is the External Member of Internal Complaints Committee.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, no significant material orders were passed by the
regulators or courts tribunals impacting the going concern status and the Company's
operations.
24. AUDITORS
a) Statutory Auditors & their Report
M/s. Singhal Sanklecha & Co LLP, the Chartered Accountants (Firm Registration No
025768C) were appointed as Statutory Auditors of the Company at the 30th Annual General
Meeting held on September 13, 2024 for a term of 5 (five) consecutive years from the
conclusion of 30th Annual General Meeting till the conclusion of the 35th
Annual General Meeting of the Company. The Auditors have confirmed that they are not
disqualified from continuing as Auditors of the Company.
The Auditors' Report does not contain any qualification, reservation or adverse remark.
Further no fraud has been reported by the Auditor under Section Sec 143(12) of the
Companies Act, 2013.
The notes on financial statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
b) Secretarial Auditors & their Report
The Board of Directors had appointed M/s. P.M. Vala & Associates, Practicing
Company Secretary (Membership No. FCS-5193, CP No.4237) to carry out the Secretarial Audit
of the Company for the Financial Year 2024-25. The Report of the Secretarial Auditor is
annexed herewith as ANNEXURE - I and forms part of this Report.
Pursuant to the Regulation it will be 24A(1)
(b) of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 read
with Section 204 of Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed
M/s. P. M. Vala & Associates, Practicing Company Secretary (Membership No. FCS-5193,
CP.No.4237); Peer Review Certificate Number 1884/2022), Secretarial Auditor for a term of
five (5) years from the Financial Year 2025-26 Subject to approval of the Shareholder in
the ensuing Annual General Meeting.
Secretarial Auditors' observations: The report does not contain any qualifications,
reservation or adverse remarks.
c) Cost Auditor
Pursuant to the provisions of Section 148 and other applicable provisions, if any, of
the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 (including
any statutory modification(s) or re-enactments thereof, for the time being in force), the
Board of Directors of the Company had appointed Mr. Vinayak Kulkarni, Cost Accountant
(Membership No. - 28559) as the Cost Auditors to conduct the Cost Audit of the Company for
relevant segments for the Financial Year ending March 31, 2025
With regard to the Financial year 2025-26, The Board of Directors has proposed the
appointment of Mr. Vinayak Kulkarni as cost Auditor Subject to approval of Shareholder in
ensuing Annual General Meeting.
d) Internal Auditor
The Company has in place an adequate internal audit framework to monitor the efficacy
of the internal controls with the objective of providing to the Audit Committee and the
Board of Directors, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the Company's processes. The Board has appointed Ms. Rashmi Agarwal M No.
104517 instead of Firm Registration No.159727W, Chartered Accountants as the Internal
Auditor of the Company for the Financial Year 2024-25. The Internal Auditor reports
directly to the Chairman of the Audit Committee. The Internal Audit function develops an
audit plan for the Company, which covers, inter-alia, corporate, core business operations,
as well as support functions and is reviewed and approved by the Audit Committee.
The Board of Directors of the Company has approved the apportionment of Ms. Rashmi
Agarwal as Internal Auditor of the Company for the Financial Year 2025-26
25. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditors reported to the Audit Committee, of any instances of fraud committed in the
Company by its officers or employees, as required under Section 143(12) of the Act.
26. ANNUAL RETURN
The draft Annual Return as required under sub-section (3) of Section 92 of the Act in
form MGT-7 is made available on the website of the Company and can be accessed at
www.aiclltd.in
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3) (m) of the Act, read with Rule 8 of the Companies
(Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo, during the Financial Year ended March
31, 2025 is given as below:
(A) Conservation of Energy:
As stated in the Director's Report, conservation of energy is an ongoing process and,
in this regard, your Company ensures optimal use of energy, avoid wastages and attempts to
conserve energy as best as possible. However, no significant investments were made in this
regard during the year under review.
(B) Technology Absorption:
Your Company continues to adopt technology absorption techniques which are effective
and have been successfully carried out for many years now. In its endeavor to improve
constantly, your Company ensures regular monitoring and reviewing of the existing
technology and always attempts if the same can be modified, upgraded or improved upon for
increased and better operations. However, no specific research and development activities
were carried out during the year under review.
(C) Foreign Exchange Earnings and Outgo:
|
(Rs. in Lakhs) |
Particulars |
F.Y. 2024-25 (Audited) |
Earnings |
649.84 |
Outgo |
166622.68 |
28. DISCLOSURE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016.
Disclosure pursuant to the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached herewith as per ANNEXURE-
II.
However, since there were no employees drawing remuneration in excess of the limit set
out in the aforesaid amended rules, the particulars of employees required to be furnished
pursuant to Section 197 (12) read with Rule 5(2) and Rule 5 (3) of the Companies
(Appointment and Remuneration of Managerial Personal) Amendment Rules,2016 does not form
part of this annual report.
29. CORPORATE GOVERNANCE
Your Company ensures maintaining highest standards of corporate governance as per
corporate governance requirements formulated by SEBI. The report on Corporate Governance
as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of the Annual Report. Attached as ANNEXURE-III. The requisite
certificate from the Auditors of the Company confirming compliance with the conditions of
Corporate Governance is attached to report on Corporate Governance.
30. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as prescribed under Part B of Schedule V read
with Regulation 34(3) of the Listing Regulations is provided in a separate section and
forms part of this Annual Report which includes the state of affairs of the Company and
there has been no change in the nature of business of the Company during the financial
year ended March 31, 2025. Attached as ANNEXURE - IV
31. BOARD MEETINGS
The Board of Directors of the Company met 4 (four) times during the year under review.
The dates of the Board meetings and the attendance of the Directors at the meetings are
provided in the Corporate Governance Report, which forms a part of this Annual Report.
32. COMMITTEES OF THE BOARD
As on March 31, 2025, the Board has 10 (ten) Committees. Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee, Risk Management
Committee, Corporate Social Responsibility Committee. The Corporate Governance Report,
which forms part of this Annual Report, includes details about the meetings and
composition of the Board's committees.
33. RELATED PARTY TRANSACTIONS
All related party transactions entered into during the F. Y. 2024-25 on omnibus basis
were approved by the Board of Directors and the Audit Committee and were also consented by
the members in the Annual General Meeting of the Company held on September 13, 2024 in
accordance with Section 188 of the Companies Act, 2013 and Rules made thereunder (as
amended) and as per earlier Listing Agreements and subsequently on the basis of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Details of related party transactions entered during the F. Y. 2024-25 are placed under
ANNEXURE -V as per Form AOC-2 attached with this Directors' Report. The
Policy on materiality of related party transactions may be accessed on the Company's
website- www.aicltd. in.
For the Related Party Transactions during the financial year 2025-26, the Audit
Committee has granted omnibus approval for such transaction followed by the approval of
the Board of Directors, during their respective meetings held on May 23, 2025. For Detail,
please refer to the notice of ensuing Annual General Meeting.
34. CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee comprises of Mr. Jaiprakash Agarwal,
Managing Director, Mr. Lalit Agarwal, Whole Time Director and Mr. Khushboo Lalji, an
Independent Director. Mr. Jaiprakash Agarwal, Managing Director, is the Chairman of the
Committee.
The details of the various projects and programs which can be undertaken by the Company
as a part of its CSR Policy framework is available on its website www.aicltd.in.
The disclosures required to be given under Section 135 of the Companies Act, 2013 read
with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are
given in ANNEXURE- VI forming part of this Board Report.
35. BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORT (BRSR)
The BRSR relating to the Company for Financial Year
2024- 25 is attached as ANNEXURE- VII.
36. AUDIT COMMITTEE
Details of the Audit Committee along with its constitution and other details are
provided in the Report on Corporate Governance.
37. BOARD POLICIES
The various policies that the Board has approved and adopted in accordance with the
requirements set forth by the Act and the SEBI Listing Regulations can be accessed at our
website at www.aicltd.in
38. LISTING OF SHARES
The equity shares of your company have been listed on the BSE and NSE. The listing fees
for the year
2025- 26 have been duly paid.
39. APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE IBC CODE, 2016
An Application under the IBC Code has been made by the Company against a debtor of the
Company who owed a huge outstanding amount towards the Company during the year under
review and thereafter till the date of this report.
40. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards SS-1 & SS-2 issued by the
Institute of Company Secretaries of India and forming part of the Act on Board Meetings
and General Meetings.
41. DEPOSITS
During the year under review, the Company has not accepted any deposits from the public
falling within the meaning of the provisions of Chapter V - Acceptance of Deposits under
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
42. STATUS OF UNCLAIMED/ UNPAID DIVIDEND AMOUNTS
The status of unclaimed/ unpaid Dividend amounts as on March 31, 2025: Rs.3.15 Lakhs
43. BORROWINGS AND DEBT SERVICING
During the year under review, your Company has met all its obligations towards
repayment of principal and interest on loans availed.
44. PROHIBITION OF INSIDER TRADING
The Company has established a Code of Conduct for Prohibition of Insider Training
("Code") to govern, monitor, and report trading in the Company's shares by
designated persons and their immediate relatives, in accordance with the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Code outlines the procedures that designated persons must follow when trading or
dealing in the Company's shares and sharing Unpublished Price Sensitive Information
("UPSI").
45. WEBSITE OF THE COMPANY
www.aicltd.in is the website of the Company.
46. OTHER DISCLOSURES
The Board states that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the financial year:
a) As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued equity shares with differential rights as to dividend, voting or
otherwise;
b) As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued shares (including sweat equity shares) to employees of the Company
under any scheme;
c) As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued equity shares under the Employees Stock Option Schemes;
d) Neither the Managing Director nor the Whole Time Directors of the Company receive
any remuneration or commission from its subsidiary;
e) Since the Company has not formulated any scheme of provision of money for the
purchase of own shares by employees or by the trustee for the benefit of the employees in
terms of Section 67(3) of the Act, no disclosures are required to be made;
f) There was no revision of financial statements and the Board's Report of the Company
during financial year;
g) There has been no change in the nature of business of the Company;
47. MATERNITY BENEFIT ACT, 1961
The Company shall complied with the provisions of the Maternity Benefit Act, 1961, if
any such situation arise.
48. ACKNOWLEDGEMENT
Your Directors place on record their deep sense of appreciation for the contribution
made by employees towards the success and growth of your Company. Your Directors also
thank all the shareholders, investors, customers, vendors, bankers, business partners,
government and regulatory authorities for their continued co-operation and support.
|
On behalf of the Board of Directors |
|
Agarwal Industrial Corporation Limited |
|
Lalit Agarwal |
Jaiprakash Agarwal |
|
Whole Time Director |
Managing Director |
|
(DIN:01335107) |
(DIN:01379868) |
Place: Mumbai |
|
|
Date: August 14, 2025 |
|
|
