Dear Members,
The Board of Directors hereby submits the report of the business and operations of your
Company ("the Company" or "Ahluwalia Contracts (India) Limited"),
along with the audited financial statements, for the financial year ended March 31, 2025.
The Standalone & consolidated performance of the Company and its subsidiaries has been
referred to wherever required.
The Directors take pleasure in presenting the Boards Report prepared in accordance with
the Indian Accounting Standard (Refer to as Ind AS) Prescribed under section 113 of the
Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rules as amended
time to time. The 46th Annual Accounts on the business and operations of Ahluwalia
Contracts (India) Ltd, along with the summary of standalone and consolidated financial
statements for the financial year ended March 31, 2025.
FINANCIAL RESULTS
(Amount ' 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 |
Revenue from Operations |
409862.31 |
385529.77 |
409862.31 |
385529.77 |
Other Income |
5537.46 |
3664.24 |
5537.46 |
3664.24 |
Total Income: |
415399.77 |
389194.01 |
415399.77 |
389194.01 |
Total Expenditure other than Finance Cost and Depreciation and
Amortisation |
375682.40 |
346674.96 |
375662.56 |
346680.03 |
Profit Before share of Profit/(loss) of Joint Venture, Finance Cost
and Depreciation and Amortisation, Tax |
39717.37 |
42519.05 |
39737.21 |
42513.97 |
Depreciation and Amortisation Expenses |
6663.42 |
6685.65 |
6663.42 |
6685.65 |
Finance Cost |
5813.73 |
4813.41 |
5813.73 |
4813.41 |
Profit Before Exceptional Items, share of profit/ (loss) of Joint
Ventures and Tax |
27240.22 |
31019.99 |
27260.06 |
31014.91 |
Exceptional Items-Gain |
0 |
19497.07 |
0 |
19497.07 |
Share of profit/(loss) of Joint Venture |
0 |
0 |
37.21 |
(66.92) |
Profit Before Tax |
27240.22 |
50517.06 |
27297.27 |
50445.06 |
Provision for Current Tax |
7344.52 |
13524.00 |
7344.52 |
13524.00 |
Provision for Deferred Tax |
(255.38) |
(561.54) |
(255.38) |
(561.54) |
Profit after Tax |
20151.08 |
37554.60 |
20208.13 |
37482.60 |
Other Comprehensive Income (Net of taxes) |
(22.99) |
(53.29) |
(22.99) |
(53.29) |
Total Comprehensive Income |
20128.09 |
37501.31 |
20185.14 |
37429.31 |
Notes:
The above figures are extracted from the audited standalone and consolidated financial
statements of the Company as per the Indian Accounting Standards (IndAS).
COMPANY'S PERFORMANCE
The Standalone Total Income for FY 2025 was '415399.77 Lakhs (Previous Year: '389194.01
Lakhs) thereby showing an increase of 6.73%. The Operating Profit (EBITDA) stood at
'34179.91 Lakhs as now arrived against '38854.81 Lakhs in the Previous Year. The Net
Profit for the year stood at '20151.08 Lakhs against '37554.60 Lakhs.
The Consolidated Total Income for FY 2025 was '415399.77 Lakhs (Previous Year:
'389194.01 Lakhs) thereby showing an increase of 6.73% The Consolidated Operating Profit
(EBITDA) stood at '34199.75 Lakhs (Previous Year: '38849.73). The Consolidated Profit
after tax stood at '20208.13 Lakhs (Previous Year: '37482.60 Lakhs)
FUTURE OUTLOOK
The total order book for the Financial Year 2024-25 is '21,97,060 Lakhs. During the
Year, the Company has got various orders for development of Infrastructure and Building
Projects etc.
DIVIDEND
The Company declares and pays dividend in Indian rupees. Companies are required to pay
/ distribute dividend after deducting applicable withholding income taxes. The remittance
of dividends outside India is governed by Indian law on foreign exchange and is also
subject to withholding tax at applicable rates.
Your Directors recommend a dividend @30% i.e. Re. 0.60 Paisa per equity share on the
face value of '2/- per equity share for the Financial year 2024-25. The final dividend,
subject to approval of the Members at the ensuing 46th Annual General Meeting
will be paid on or after Monday, 29th September, 2025 to the Members whose
names appear in the Register of Members, as on the Monday, 22-09-2025.
In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020,
dividends paid or distributed by the Company shall be taxable in the hands of the
Shareholders. Your Company shall, accordingly, make the payment of the final dividend
after deduction of tax at source.
DIVIDEND DISTRIBUTION POLICY
The dividend recommended is in accordance with your Company's Dividend Distribution
Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing
Regulations is available on your Company's website at
www.https://www.acilnet.com/wp-content/
uploads/2021/12/Dividend%20Distribution%20Policy.pdf
UNCLAIMED DIVIDENDS
Details of outstanding and unclaimed dividends previously declared and paid by your
Company are given under the Corporate Governance Report, which forms part of this Annual
Report.
HUMAN RESOURCES MANAGEMENT
"At Ahluwalia Contracts (India) Ltd., our employees are our most valuable asset.
We are committed to attracting, developing, and retaining top talent while consistently
striving to be among the industry's most respected employers. Our HR strategy emphasizes
fostering a collaborative, transparent, and performance-driven organizational culture. We
reward merit and sustained excellence and support our employees in advancing their careers
through continuous learning and development initiatives.
Our unwavering commitment is to build an open, inclusive, and safe workplace where
every individual can thrive— irrespective of gender, sexual orientation, or any other
distinguishing attributes. To this end, we promote an open- door policy that encourages
employees to voice their concerns freely. We have established robust and structured
grievance redressal mechanisms through dedicated Resolution Hubs. These include:
• HEAR (Hearing Employees and Resolving): For addressing workplace-related
concerns.
• ASHI (Anti-Sexual Harassment Initiative): For dealing with issues related to
sexual harassment.
These forums operate on the principles of natural justice, ensuring confidentiality,
fairness, and protection from retaliation. All concerns are addressed sensitively and
resolved in a time-bound manner through detailed investigations that allow parties to
present their case and supporting evidence.
In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, we have constituted Internal Committees (ICs) across all
operational locations. Each IC includes external members with relevant experience and is
led by senior female employees. Beyond redressal, the IC is actively involved in
preventive and awareness initiatives, including sensitization programs tailored to both
physical and remote work environments. Details regarding sexual harassment complaints
filed, resolved, or pending during the financial year are disclosed in the Business
Responsibility and Sustainability Report of the Company's Integrated Annual Report.
As of March 31, 2025, the Company employed 3,325 employees on both standalone and
consolidated bases, out of which 3268 are male employees & 57 are female employees.
The disclosures pertaining to remuneration 8.01% including the percentage increase, ratios
of remuneration of each director and key managerial personnel (KMP) to the median
remuneration, and the list of top 10 highest- paid employees are provided in Annexure 3
to the Board's Report. Additionally, particulars of employees receiving remuneration
of '1.02 crore or more per annum (or '8.5 lakh or more per month for part-year employment)
are furnished in a separate exhibit available on the Company's website, in line with
Section 197(12) of the Companies Act, 2013, and Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
The Company's Human Resources Department remains fully equipped and responsive to
evolving employee needs. HR policies and initiatives are developed in close coordination
with the senior management and the Board of Directors, reinforcing our commitment to
employee well-being, development, and organizational alignment."
OVERVIEW
The objective of this report is to convey the Management's perspective on the external
environment and Construction industry, as well as strategy, operating and financial
performance, material developments in human resources and industrial relations, risks and
opportunities and internal control systems and their adequacy in the Company during the
FY2024-25. This Report should be read in conjunction with the Company's financial
statements, the schedules and notes thereto and other information included elsewhere in
the Integrated Report and Annual Accounts 2024-25.
The Company's financial statements have been prepared in accordance with Indian
Accounting Standards ('IndAS') complying with the requirements of the Companies Act, 2013,
as amended and regulations issued by the Securities and Exchange Board of India ('SEBI')
from time to time.
INFORMATION TECHNOLOGY SERVICES & IT SECURITY RISK
ACIL is ISO 27001:2022 compliant Company and having effective Information Security
Management System (ISMS) for IT operations management.
Information Technology Services (ITS) has continued to play a pivotal role in
supporting the organization's strategic goals by enhancing digital infrastructure,
improving operational efficiency, and enabling innovation. We have initiated the
implementation of ERP system "RISE with SAP", which will help the Company to
operate more efficiently, innovatively and intelligently. SAP solution is hosted on
private cloud for better scalability, availability and enhanced security.
In response to an increasingly complex threat landscape, the Company has continued to
prioritize cybersecurity and IT risk management. Central to this effort is the deployment
of a robust 3-Tier Security Architecture, which provides layered protection across the
platform's infrastructure, application, and data environments. This strategic approach
allows the Company to detect, prevent, and respond to threats in a systematic and
efficient manner.
The 3-Tier Security Architecture includes:
• Perimeter & Network Security (Tier 1): Includes firewalls, intrusion
detection/prevention systems (IDS/IPS), and VPN technologies to secure external boundaries
and control access.
• Application Security (Tier 2): Covers secure coding practices, vulnerability
scanning, and security testing integrated into the software development lifecycle (SDLC).
• Data Security & Endpoint Protection (Tier 3): Encompasses encryption,
endpoint detection and response (EDR), data loss prevention (DLP) using M-cloud solution,
and strict access controls to protect sensitive information.
Complementary measures such as regular security audits, penetration testing,
multifactor authentication (MFA), and continuous employee awareness training reinforce
this architecture. The IT team actively monitors emerging risks and regulatory
developments, ensuring compliance with applicable standards and frameworks, and
continuously updates controls based on threat intelligence and risk assessments.
Information Technology (IT) team has been instrumental in driving the Company's
operational agility, customer engagement, and digital transformation goals. With an
emphasis on performance, scalability, and resilience, the team enhanced core systems and
infrastructure to meet the evolving needs of the business.
Key initiatives included:
• Optimization of cloud services to support scalability and hybrid work
• Enhancement of enterprise applications for improved process efficiency
• Implementation of automated service monitoring and response systems
• Strengthening of IT service management (ITSM) practices
These efforts have contributed to improved system availability, faster resolution
times, and greater alignment between IT and business objectives.
To address need of seamless interaction in safe way, Video Conferencing facilities have
been enabled within premises and for employees using cloud-based virtual meeting services
along with matching hardware facilities. The connectivity enhancement from anywhere
approach has been adopted in office premises by & Site officer enabling complete wi-fi
connectivity.
CHANGE IN NATURE OF BUSINESS
There was no change in nature of the Business of the Company during the financial year
ended on March 31,2025.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
There are no other Material Changes and Commitments affecting the financial position of
the Company which occurred between the end of the financial year to which the financial
statements relate and the date of this Report.
ANNUAL PERFORMANCE
Details of the Company's annual financial performance as published on the Company's
website and presented during the Analyst Meet, after declaration of annual results can be
accessed on the Company's website at www.acilnet.com
SHARE CAPITAL
The paid up Equity Share Capital as at March 31,2025 stood at '1339.75 Lakhs. During
the year under review, the Company has not issued shares or convertible securities or
shares with differential voting rights nor has granted any stock options or sweat equity
or warrants.
TRANSFER TO RESERVE
The Company did not transfer any amount to General Reserve during the year.
BOARD OF DIRECTORS
During the period under review and as on date of this Report, the Board of the Company
consists of the following Directors:
Sl. |
Name of the Director |
Category of Directorship/ Designation |
1 |
Mr. Bikramjit Ahluwalia, DIN:00304947 |
Executive Managing Director (Whole Time) |
2 |
Mr. Shobhit Uppal, DIN:00305264 |
Executive (Whole Time) |
3 |
Mr. Vikas Ahluwalia, DIN:00305175 |
Executive (Whole Time) |
4 |
Mr. Sanjiv Sharma, DIN:08478247 |
Executive (Whole Time) |
5 |
Mrs. Sheela Bhide, DIN: 01843547 |
Independent Non-Executive |
6 |
Mr. Rajendra Prashad Gupta, DIN: 02537985 |
Independent Non-Executive |
7 |
Mr. Sunil Kumar Sachdeva, DIN. 00399472 |
Independent Non-Executive |
8 |
Mr. Ashok Khurana, DIN. 06651241 |
Independent Non-Executive |
CHANGES IN DIRECTORSHIP DURING THE YEAR
In accordance with Section 152 of the Company Act. 2013, Mr. Shobhit Uppal (DIN:
00305264), who has been longest in the office, is liable to retire by rotation at the
ensuing 46th Annual General Meeting (AGM) and being eligible, seeks
re-appointment. The Board recommends his appointment for the approval of the members of
the Company in the ensuing 46th Annual General Meeting. A resolution seeking
shareholders' approval for his re-appointment forms part of the Notice of AGM.
KEY MANAGERIAL PERSONNEL
During the period under review and as on date of this Report, the Company has Eight
Directors with an optimum combination of Executive and Non-Executive Directors including
one women Director on the Board of the Company. In terms of Section 203 of the Act, the
following are the Key Managerial Personnel (KMPs) of the Company as on 31st March
2025:
Sl. |
Name of the KMPs |
Category of Directorship/ Designation |
1 |
Mr. Bikramjit Ahluwalia, |
Executive - Managing |
|
DIN:00304947 |
Director (Whole Time) |
2 |
Mr. Satbeer Singh |
Chief Financial Officer (CFO) |
3 |
Mr. Vipin Kumar Tiwari |
Company Secretary (CS) |
Corporate Overview Financial Highlights Statutory Reports Financial Statements
STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of
Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the
SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.
MEETING OF THE BOARD
The Schedule of meetings of the Board of Director and Committee of the Board is
circulated to the Directors in advance. During the year, 4 (Four) Board Meetings were
convened and hold, the details of Board and Committee meetings are given in the Corporate
Governance Report, the gap between any two convened meetings of Board of Directors was
less than 120 days.
CRITERIA FOR SELECTION OF CANDIDATES FOR MEMBERSHIP ON THE BOARD OF DIRECTORS AND
REMUNERATION POLICY
As per the provisions of Section 178 of the Act and other relevant provisions and on
the recommendation of Nomination & Remuneration Committee, the Board has framed a
criterion for selection of Directors, a policy for remuneration of Directors, key
managerial personnel ("KMP"), senior management personnel ("SMP") and
other employees. The Criteria for selection of candidates for Membership on the Board of
Directors and the remuneration policy are stated in the Corporate Governance Report.
BOARD EVALUATION
Your Board adopted a formal mechanism for evaluating its performance and as well as
that of its committees and individual Directors, including the Chairman of your Board. The
exercise was carried out through a structured evaluation process covering various aspects
of your Boards functioning such as composition of your Board and committees, experience
and competencies, performance of specific duties and obligations, contribution at the
meetings and otherwise, independent judgment, governance issues etc.
At your Board meeting that followed the above mentioned meeting of the Independent
Directors, the performance of your Board, its Committees, and individual Directors was
also discussed. Performance evaluation of Independent Directors was done by the entire
Board excluding the Independent Directors being evaluated.
AUDIT COMMITTEE
Your Company has a qualified and independent Audit Committee. The Audit Committee
consists of the following members as on date of this Report:
Name of the Directors |
Designation |
Nature of Directorship |
Mr. Sunil Kumar Sachdeva* |
Chairman |
Non-executive Independent Director |
Mr. Rajendra Prashad Gupta |
Member |
Non-executive Independent Director |
Mr. Ashok Khurana* |
Member |
Non-executive Independent Director |
Mr. Shobhit Uppal |
Member |
Dy. Managing Director |
Note: *Mr. Sunil Kumar Sachdeva, (DIN: 00399472) was appointed as Chairman and Mr.
Ashok Khurana, (DIN: 06651241) was appointed as Member of the Committee w.e.f. 01-04-2024.
The constitution of the Committee is in compliance with the provisions of the Section
177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended from time to time. The Detailed
description & Terms of reference of the Audit Committee and details of meetings held
during the year and attendance of Directors has been given in Corporate Governance Report.
The terms of reference and role of the Committee are as per the guidelines set out in the
Listing Regulations and Section 177 of the Act and rules made thereunder and includes such
other functions as may be assigned to it by the Board from time to time.
The Committee has adequate powers to play an effective role as required under the
provisions of the Act and Listing Regulations. During the year under review, the Board of
Directors of the Company had accepted all the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee's (NRC) composition meets with requirements
of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulation,
2015. The Nomination and Remuneration Committee's consists of the following members as on
date of report:
Name of the Directors |
Designation |
Nature of Directorship |
*Mr. Sunil Kumar Sachdeva |
Chairman |
Non-executive Independent Director |
Mr. Rajendra Prashad Gupta |
Member |
Non-executive Independent Director |
Mr. Ashok Khurana* |
Member |
Non-executive Independent Director |
Note: *Mr. Sunil Kumar Sachdeva, (DIN: 00399472) was appointed as Chairman and Mr.
Ashok Khurana, (DIN: 06651241) was appointed as Member of the Committee w.e.f. 01-04-2024.
Ahluwalia Contracts (India) Limited
The performance evaluation criteria for independent directors are determined by the
Nomination and Remuneration Committee. An indicative list of factors on which evaluation
was carried out includes participation and contribution by a Director, commitment,
effective deployment of knowledge and expertise, integrity and maintenance of
confidentiality and independence of behavior and judgment.
REMUNERATION POLICY
The remuneration policy of the Company includes the process for Directors appointment
and remuneration, including the criteria for determining qualifications of executive &
Nonexecutive Directors.
The Remuneration policy is available on https://www.acilnet. com. The Detailed
description & terms of reference of the Nomination & Remuneration Committee and
details of meetings held during the year and attendance of Directors has been given in
Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
The Board and the Nomination and Remuneration Committee reviewed the performance of the
Individual Directors 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
addition, the Chairman was also evaluated on the key aspects of his role.
The Company has devised a Nomination and Remuneration Policy ("NRC Policy")
which inter alia sets out the guiding principles for identifying and ascertaining the
integrity, qualification, expertise and experience of the person for the appointment as
Director, Key Managerial Personnel (KMP) and Senior Management Personnel. The NRC Policy
further sets out guiding principles for the Nomination and Remuneration Committee for
determining and recommending to the Board the remuneration of Managerial Personnel, KMP
and Senior Management Personnel. There has been no change in NRC Policy during the year.
The Company's Nomination and Remuneration Policy for Directors, Key Managerial
Personnel and Senior Management is available on the Company website at www.acilent.com
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee's (SRC) composition meets with requirements of
Section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations,
2015. The Stakeholders Relationship Committee consists of the following members as on date
of this Report:
Name of the Directors |
Designation |
Nature of Directorship |
Mr. Rajendra Prashad Gupta |
Chairman |
Non-executive Independent Director |
Mr. Shobhit Uppal |
Member |
Dy. Managing Director |
Mr. Sunil Kumar Sachdeva* |
Member |
Non-executive Independent Director |
Note: *Mr. Sunil Kumar Sachdeva, (DIN: 00399472) was appointed as Member of the
Committee w.e.f. 01-04-2024.
The Detailed description & Terms of reference of the Stakeholders' Relationship
Committee and details of meetings held during the year and attendance of Directors has
been given in Corporate Governance Report
CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES (CSR)
The CSR Policy is hosted on the website of the Company. The Company has a CSR Committee
to monitor adherence to Corporate Social Responsibility Policy and to track transactions
related to Ongoing / Non-ongoing projects etc. Certification by Chief Financial Officer on
disbursement and utilization of Corporate Social Responsibility funds is attached as Annexure
"A" to this Report. Further, a detailed report on the CSR activities
inter-alia disclosing the composition of CSR Committee and CSR activities are attached as Annexure
A-1 to this Report.
The disclosure pertaining to the constitution of committee and number of meetings held
during the year forms part of the Corporate Governance Report which is a part of Annual
Report. The Policy has been uploaded on the Company's website at www.acilnet.com
As a part of its initiative under the "Corporate Social Responsibility" (CSR)
drive, the Company has undertaken projects in the areas of environment sustainability,
preventive health care, eradication of hunger, education, women empowerment. These
projects are in accordance with Schedule VII of the Act and the Company's CSR policy.
• Eradicating hunger, poverty and malnutrition;
• Promotion of healthcare including preventive healthcare;
• Promotion of education and employment-enhancing vocational skills;
• Ensuring environmental sustainability and animal welfare including measures for
reducing inequalities faced by socially & economically backward groups;
During the year, the Company has spent '386.00 Lakhs out of total amount '676.89 Lakhs
during the year in various
fields including in education, health, skill development across the country.
The unspent CSR Amount has been transferred in the Separate Bank Account for unspent
CSR Account for spent in ongoing Projects.
The Constitution of the Corporate Social Responsibility (CSR) Committee as on date of
this report is as detailed below:
Name of the Directors |
Designation |
Nature of Directorship |
Dr. Sheela Bhide* |
Chairperson |
Non-executive Independent Director |
Mr. Shobhit Uppal |
Member |
Dy. Managing Director |
Mr. Sunil Kumar Sachdeva* |
Member |
Non-executive Independent Director |
Note: *Dr. Sheela Bhide, was appointed as Chairperson of this Committee w.e.f.
01-04-2024. and Mr. Sunil Kumar Sachdeva, (DIN: 00399472) was appointed as Member of this
Committee w.e.f. 01-04-2024
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
separate section on Management Discussion & Analysis report has been incorporated in
the Annual Report for the information of the shareholders.
RISK MANAGEMENT
The Board of Directors of the Company has a Risk Management Committee to frame,
implement and monitor the risk management plan for the Company.
The Committee is responsible for monitoring and reviewing the risk management plan and
ensuring its effectiveness.
The Audit Committee has additional oversight in the area of financial risks and
controls. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in the
Management Discussion and Analysis, which forms part of this report.
Composition of the Risk Management Committee as on date of this report is as follows:
Name of the Directors |
Designation |
Nature of Directorship |
Mr. Sunil Kumar Sachdeva* |
Chairman |
Independent Director |
Mr. Vikas Ahluwalia |
Member |
Whole Time Director |
Mr. Shobhit Uppal |
Member |
Dy. Managing Director |
Note: *Mr. Sunil Kumar Sachdeva, (DIN: 00399472) was appointed as the Chairman of
this Committee w.e.f. 01-04-2024.
BUSINESS RESPONSIBILITY AND SUSTAINBILITY REPORT
As stipulated under Regulation 34 of the SEBI (LODR) Regulation 2015, Business
Responsibility and Sustainability Report is attached hereto and forms part of the Annual
Report.
STATUTORY COMPLIANCE
The Company has in place adequate systems and processes to ensure that it is in
compliance with all the applicable laws. The Company Secretary and Chief Financial Officer
is responsible for implementing the systems and processes for monitoring compliance with
the applicable laws and for ensuring that the systems and processes are operating
effectively.
The Chief Executive Officer and Managing Director, places before the Board, at each
meeting, a certificate of compliance with the applicable laws. The Company Secretary and
Chief Financial Officer also confirms compliance with Company law, SEBI Regulations and
other corporate laws applicable to the Company.
HEALTH, SAFETY AND ENVIRONMENT (HSE)
Ahluwalia Contracts (India) Limited believes that occupational health, safety, and
environmental sustainability are not mere obligations but moral, social, and legal
responsibilities. This belief is deeply ingrained in the corporate culture and
demonstrated through its comprehensive Quality, Environment, Health and Safety (QEHS)
Policy.
ENVIRONMENT HEALTH AND SAFETY MANAGEMENT SYSTEM:
Ahluwalia has implemented an occupational health and safety management system. The
system is based on ISO 45001:2018 and is designed to ensure that the Company meets EHSMS
(Environmental, Health, and Safety Management System) related legal obligations and
provides a safe and healthy working environment for its employees. Safety and Health
Management are integrated into the Company's annual
business planning process and cascaded down from the Site level to and departmental
levels to ensure employee / workman health and safety and place accountability and
responsibility at all levels.
PARTICULARS OF EMPLOYEES
Details in respect of the remuneration paid to the employees as required under Section
197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time
to time forms part of this report. The Annual Report and accounts are being sent to the
share-holders excluding the aforesaid exhibits. Shareholders interested in obtaining this
information may access the same from the Company's website.
The ratio of the remuneration of each Director to the median employee's remuneration
and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is given in Annexure - "B" and forms part of this Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE / PROTECTION OF WOMEN IN WORK PLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid
down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal
Complaints Committees (ICs), at all relevant locations across India to consider and
resolve the complaints related to sexual harassment. The ICs includes external members
with relevant experience. The ICs, presided by senior women, conduct the investigations
and make decisions at the respective locations. Your Company has zero tolerance on sexual
harassment at the workplace.
The details of Sexual Harrasement Complaints received and their treatment during the
year are as follows:
1. Number of Complaints of sexual harassment received in the year: Nil
2. Number of complaints disposed during the year: N.A
3. No. of cases pending for more than ninety days: N.A
The ICs also work extensively on creating awareness on relevance of sexual harassment
issues, including while working remotely. The employees are required to undergo a
mandatory training/ certification on POSH to sensitize themselves and strengthen their
awareness.
During the year under review, your Company has not received any complaint pertaining to
sexual harassment.
All new employees go through a detailed personal orientation on POSH policy adopted by
your Company.
Disclosure with respect to the compliance of the provisions relating to the Maternity
Benefit Act 1961:
The Company has complied with provisions relating to the compliance of the provisions
relating to the Maternity Benefit Act 1961.
INTERNAL FINANCIAL CONTROLS
Internal financial controls (IFC), aligned with the Companies Act, 2013 are integral to
the Company's control framework and operate at both entity and process levels. The
responsibility for establishing, maintaining, and upgrading these controls lies with the
executive management, assisted by internal control teams at both the corporate and
business levels.
These teams are tasked with developing and refining processes and standard operating
procedures to enhance operational efficiency. Teams share best practices across the
organisation and ensure that internal controls are regularly updated in response to
changing business conditions and external factors, such as new regulations or emerging
risks. Additionally, the Company engages independent professional firms to periodically
review the effectiveness of its control systems, with their recommendations being
incorporated to strengthen existing practices.
AUDIT AND REVIEW MECHANISMS
The effectiveness of internal controls is tested through regular audits conducted by
the statutory auditors, and Internal Auditor. The annual audit plan, which is reviewed by
the Audit Committee, ensures comprehensive coverage of all areas. Significant audit
findings, along with periodic progress on corrective actions, are presented to the Audit
Committee on a quarterly basis.
WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY
The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for Directors and Employees in conformation with Section 177(9) of the Act read
with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation
22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy
is available on the Company's website at www.acilnet.com
Your Company has adopted a whistle blower policy and has established the necessary
vigil mechanism for Directors and Employees in confirmation with Section 177 of the Act
and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine
concerns about unethical or improper activity, without fear of retaliation. The vigil
mechanism of
your Company provides for adequate safeguards against victimization of whistle blowers
who avail of the mechanism and also provides for direct access to the Chairman of the
Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit Committee. The said
policy is uploaded on the website of your Company at http://www.acilnet.com/wp-content/
uploads/2015/01/WBP30122014.pdf During the year under review, the Company has not received
any complaint(s) under the said policy.
BOARD FAMILIARISATION AND TRAINING PROGRAMME
Your Board is regularly updated on changes in statutory provisions, as applicable to
your Company. Your Board is also updated on the operations, key trends and risk universe
applicable to your Company's business. These updates help the Directors in keeping abreast
of key changes and their impact on your Company. An annual strategy retreat is conducted
by your Company where your Board provides its inputs on the business strategy and
long-term sustainable growth for your Company. Additionally, the Directors also
participate in various programmes /meetings where subject matter experts apprise the
Directors on key global trends. The details of such programmes are provided in the
Corporate Governance Report, which forms part of this 46th Annual Report.
GREEN INITIATIVES
In line with the Green Initiatives, electronic copy of the Notice of 46th
Annual General Meeting of the Company is sent to all Members whose email addresses are
registered with the Company/Depository Participant(s). For Members who have not registered
their e-mail addresses, are requested to register their e-mail IDs with Company's
Registrar and Share Transfer Agents, MUFG Intime India Pvt. Ltd (Formally known as Link
Intime India Pvt. Ltd) at Noble Heights, 1st Floor Plot NH-2 C-1, Block LSC, Near Savitri
Market, Janakpuri, New Delhi - 110058.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
The Familiarisation program seeks to update the Independent Directors on various
matters covering Company's strategy business model, operations, organization structure,
finance, risk management etc. It also updates the Independent Director with their roles,
rights, responsibilities, duties under the Act, and other statues. The Policy is available
at http:// www.acilnet.com.
CORPORATE GOVERNANCE
Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Corporate Governance has been incorporated in
the Annual Report for the information of the members of the Company. The Company has taken
a certificate from a Practising Company Secretary regarding compliance with the conditions
of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the same also forms part of
this Annual Report.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 125 of the Companies Act, 2013, read with the
IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), all
unpaid or unclaimed dividends, that are required to be transferred by the Company to the
IEPF established by the Government of India, after the completion of seven years were
already transferred to IEPF. Further, according to the said 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. In compliance
with the aforesaid provisions the Company has transferred the unclaimed and unpaid
dividends and corresponding shares to IEPF. The details of the unclaimed / un paid
dividend during the last seven years and also the details of the unclaimed shares
transferred to IEPF are given in the Report on Corporate Governance forming part of the
Annual Report.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Auditors of the Company under
Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the
Company or to the Central Government.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
Your Company's Code of Conduct for Prevention of Insider Trading covers all the
Directors, Senior Management Personnel, persons forming part of promoter(s)/promoter
group(s) and such other designated employees of the Company, who are expected to have
access to unpublished price sensitive information relating to the Company. The Directors,
their relatives, senior management personnel, persons forming part of promoter(s)/promoter
group(s), designated employees etc. are restricted in purchasing, selling and dealing in
the shares of the Company while in possession of unpublished price sensitive information
about the Company as well as during the closure of trading window.
The Board of Directors has approved and adopted the revised Code of Conduct to
regulate, fair disclosure, Monitor and Report Trading by Insiders in line with SEBI
(Prohibition of Insider Trading) Amendment Regulation,
2018 and the same can be accessed on the website:
http://www.acilnet.com/wp-content/uploads /2020 /07/
Insider_Trading_Policy%202019-20.pdf
DEPOSITS
During the year under review, your Company has neither invited nor accepted any public
deposits from the public.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd
January, 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is
required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for
outstanding receipt of money/loan by the Company, which is not considered as deposits. The
Company has complied the requirement within prescribed timeline.
Significant and Material Orders Passed by the Regulators or Courts:
The Company has not received any significant order, demand or notice from any
Regulatory Authority, Courts or tribunals impacting the going concern status and
operations of the Company in future.
CREDIT RATING
The Company's financial discipline and prudence is reflected in the strong credit
ratings prescribed by rating agencies as given below:
Facilities |
Rating |
Long Term Bank Facilities |
Care Ratings Limited Care AA-;Stable |
Long term / short term Bank Facilities |
Care Ratings Limited Care AA-;Stable/ CARE A1 + |
RELATED PARTY TRANSACTIONS
The prescribed Form AOC-2 as per Annexure-"C"
forms an integral part of this report. The Related party transactions policy approved
by the Board of Directors of the Company, as amended on May 29, 2024 in line with the
requirements of the SEBI (LODR) Amendment regulations, 2018 has been uploaded on the
website of the Company at www.acilnet.com
CODES OF CONDUCT FOR DIRECTORS AND SR. MANAGEMENT PERSONNEL
The Company has adopted a Code of Conduct for its Executive Directors including a code
of conduct for Independent Directors which suitably incorporates the duties of Independent
Directors as laid down in the Act. The Company has also adopted the ACIL Code of Conduct
for
its Sr. Management personnel (GM and above) employees including the Managing and
Executive Directors.
The above codes can be accessed on the Company's website at www.acilnet.com
In terms of the Listing Regulations, all Directors and senior management personnel have
affirmed compliance with their respective codes. The CEO & Managing Director, Whole
Time Directors / Independent Director have also confirmed and certified the same, which
certification is provided at the end of the Report on Corporate Governance.
SUBSIDIARIES COMPANIES
As on March 31, 2025, the Company has 5 subsidiary Companies and there has been no
material change in the nature of the business of the subsidiaries. The Company has one
Associates Company under Joint Venture within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act").
Pursuant to 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 as per Annexure-"D"
to the Boards report of the Company. A separate statement containing the salient
features of the Financial statements of the subsidiaries and joint ventures of the Company
is prepared in Form AOC-1 which forms part of the Consolidated financial statements. The
Company has five wholly-owned subsidiaries details as under which was incorporated during
the financial year. The Policy for determining material subsidiaries as approved by the
Board may be accessed on the Company 'website http://www.acilnet.com/wp-content/
uploads/2019/05/Subsidiary%20 Companies %20 Details.pdf as on 31st March 2025,
the Company had Five (5) subsidiaries i.e. 100% wholly-owned subsidiaries the details are
as under:
Premsagar Merchants Pvt. Ltd
Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata-700 098 CIN:
U51109WB2007PTC119814
Dipesh Mining Pvt. Ltd
Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata-700 098 CIN:
U13100WB2007PTC115150
Splendor Distributors Pvt. Ltd
Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata-700 098 CIN:
U51909WB2007PTC119832
Jiwanjyoti Traders Pvt. Ltd
Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata-700 098 CIN:
U51109WB2007PTC119680
Paramount Dealcomm Pvt. Ltd
Regd. office: KB-25, Salt Lake City, Sector-iii, Kolkata- 700 098 CIN:
U51109WB2007PTC119813
JOINT VENTURES: ACIL - RCPL(JV) AT JANAKPUR-4, DHANUSHA, NEPAL
During the year 2022-23 the Company had entered into a Joint Venture Agreement with M/s
Roshan Construction Pvt. Ltd for construction of National Police Academy in Nepal and ACIL
shall provide necessary technical support/ value engineering support and RCPL shall solely
responsible for construction, completion and execution of the project. including entire
funding and working capital to the JV. During the year under review, the detailed review
of the projects are in progress.
PARTICULARS OF LOAN, INVESTMENTS AND GUARANTEES
The details of Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the Notes to the financial statements provided in this
Annual Report.
During the year under review, the Company has not granted any Loan or made any
investments or provided any guarantees under Section 186 of the Companies Act, 2013.
ANNUAL RETURN
The draft Annual Return of the Company as at 31.03.2025 is available on Company's web
link: https://www.acilnet.com
STATUTORY AUDITORS
The Standalone and Consolidated Financial Statements of the Company have been prepared
in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the
Act. The Statutory Auditor's report does not contain any qualifications, reservations,
adverse remarks or disclaimers. The Statutory Auditors was present at the last Annual
General Meeting (AGM) of the Company.
During the period under review, no incident of frauds was reported by the Statutory
Auditors pursuant to Section 143(12) of the Companies Act 2013.
1. Appointment
M/s Amod Agrawal & Associates, Chartered Accountants (Firm Registration No.
005780N) were appointed as the Statutory Auditors of the Company at the 41st Annual
General Meeting held on 30/09/2020 to hold office for a period of 5 years till the
conclusion of 46th Annual General Meeting of the Company to be held in Year 2025 and their
term will expire at the ensuing Annual General Meeting of the Company.
The Board of directors of the Company on the recommendation of the Audit Committee has
proposed
for the appointment of M/s. SCV & Co., LLP, Chartered Accountants, (ICAI Firm
Registration No. N500089), as the Statutory Auditors of the Company for a period of 5
years, to hold the office from the conclusion of the ensuing Annual General Meeting till
the conclusion of the Annual General Meeting to be held in the year 2030 to conduct the
statutory audit functions of the Company for the Financial Years ended 31st March, 2026 to
31st March, 2030 to the Members of the Company in the ensuing Annual General Meeting of
the Company. The Company has already received the consents & eligibility Certificates
from M/s. SCV & Co., LLP, Chartered Accountants to the effect that they are eligible
to be appointed as Statutory Auditors of the Company.
SECRETARIAL AUDIT
Mr. Santosh Kumar Pradhan, Company Secretaries, has been appointed by the Board of
Directors of the Company to carry out the Secretarial Audit under the provision of Section
204 of the Act for the financial year ended March 31st, 2025. The Secretarial
Audit report for financial year ended on March 31st, 2025 is enclosed as per Annexure
"E".
COST AUDIT
In compliance with the provisions of section 148 of the Act, the Board of Directors of
the Company at its meeting held on 30-05-2025 appointed M/s N.M. & Co. Cost
Accountants, (FRN000545) as cost Auditors of the Company for the financial year 2025-26.
In terms of the provisions of section 148 of the Act read with the Companies
(Audit& Auditors) Rules, 2014, the remuneration of the cost Auditors has to be
ratified by the Members. Accordingly, necessary resolution is proposed at the 46th
Annual General Meeting for ratification of remuneration payable to the cost Auditors for
the financial year 2025-26.
The Company is maintaining the accounts and cost records as specified by the Central
Government under subsection (1) of section 148 of the Act and rules made thereunder.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company confirms compliance with the applicable requirements of Secretarial
Standards 1 and 2 prescribed by the Institute of Company Secretaries of India (ICSI).
CONSERVATION OF ENERGY
The Company's core activity is civil construction which is not power intensive. The
Company is making every effort to conserve the usages of Power.
RESEARCH AND DEVELOPMENT & TECHNOLOGY ADOPTION
While technology is a boon for all the industries, numerous surveys and studies have
proven that the construction industry has been slow in adopting technological changes.
There are various technologies like fleet management telematics, GPS tracking, geo
fencing, monitoring worker hours which can provide immense benefits and also safeguard the
interest of all employees. The construction industry has reached a point where adopting
technological advancements is the only way forward.
However, industry players are still taking their time and are not speedy enough to
adopt changes. Risk Mitigation: The Company is active in adopting any new trend that comes
in the market and automate as many processes as possible and also trains employees to
implement automatic processes. In the coming years, the Company will prudently accept all
changes in the technological field to conquer the challenges faced by the industry.
The Company has not incurred significant amount in R&D and Technology Absorption.
FOREIGN EXCHANGE - EARNINGS AND OUTGO (CASH BASIS)
|
|
( ' in Lakhs) |
Particulars - Standalone |
FY 2025 |
FY 2024 |
Foreign Exchange Earnings |
- |
- |
Foreign Exchange Outflow mainly |
- |
382.29 |
on account of Raw Material |
|
|
Capital Goods |
335.94 |
59.32 |
Advance Payment for Raw Material |
- |
- |
Advance Payment for Capital Goods |
- |
- |
Travelling Expenses |
- |
0.36 |
Consultancy Charges / Technical Fee |
- |
- |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of
their knowledge hereby state and confirm that:
a) in the preparation of the annual accounts, 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 the end of the financial year and of
the profit and loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act 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 to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
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.
STOCK EXCHANGE LISTING
The shares of the Company are listed on BSE Limited (BSE), National Stock Exchange of
India Limited (NSE) and Calcutta Stock Exchange Association (CSE). The listing fee for the
financial year 2025-26 has been paid to BSE, NSE and CSE.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year no un-claimed / un-paid dividend is pending for transfer in IEPF
Account, therefore Company did not transfer any dividend amount to IEPF Authority. The
Company also has its Dividend distribution policy which has been approved by the Board of
Directors. The said policy is uploaded on the website of the Company at below link:
www.acilnet.com.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation and thanks for the valuable
contribution and support received from the employees of the Company at all levels,
Company's Bankers, Central and State Government Authorities, Associates, JV partners,
clients, consultants, sub-contractors, suppliers and Shareholder of the Company and look
forward for the same in equal measure in the coming years.
|
On behalf of the Board of Directors Ahluwalia Contracts (India) Ltd |
|
Sd/- (Bikramjit Ahluwalia) |
Date: 28-08-2025 |
Chairman & Managing Director DIN:00304947 |
Place: New Delhi |
|
