To, The Members(s) of Airan Limited
The Board of Directors hereby presents the Company's 29th Annual Report of the business
and operations of Airan Limited ("the Company"), along with the Consolidated and
Standalone Audited Financial Statements, for the financial year ended on March 31, 2024.
FINANCIAL YEAR 2023-24 AT GLANCE : Financial Highlights:
The Company's financial performance (standalone and consolidated) for the year ended on
March 31, 2024 is summarized below:
(Rs in lacs)
| Particulars |
Standalone |
Consolidated |
|
Year ended March 31, 2024 |
Year ended March 31, 2023 |
Year ended March 31, 2024 |
Year ended March 31, 2023 |
| Revenue from operations |
9227.89 |
8623.61 |
10549.66 |
9738.53 |
| Other Income |
231.60 |
176.85 |
305.22 |
296.49 |
| Total Income |
9459.49 |
8800.46 |
10854.88 |
10035.02 |
| Operating expenditure before Finance cost, depreciation and amortization |
7590.57 |
7172.77 |
8591.28 |
7987.40 |
| Earnings before Finance cost, depreciation and amortization (EBITDA) |
1868.92 |
1627.69 |
2263.30 |
1957.62 |
| Less: Finance costs |
20.58 |
33.30 |
30.70 |
61.34 |
| Depreciation and amortization expense |
376.41 |
396.91 |
545.77 |
514.26 |
| Profit before tax |
1471.93 |
1197.48 |
1687.13 |
1382.02 |
| Less: Tax expense |
338.36 |
270.58 |
398.17 |
309.35 |
| Profit for the year (PAT) |
1133.57 |
926.90 |
1263.40 |
1055.46 |
YEAR AT A GLANCE
Financial Performance on Standalone Basis:
During the year under review. The total income of the Company for the year ended March
31, 2024 was Rs. 9459.49 Lakh as against the total income of Rs. 8800.46 Lakh for the
previous year ended March 31, 2023. The Total Income of the company was increased by 7.49%
over previous year.
The Company has earned a Net Profit after Tax of Rs. 1133.57 Lakh for the year under
review as compared to Net Profit of Rs. 926.90 Lakh in the previous year. The profit of
the Company increased about 22.30% as compared to previous financial year.
Financial Performance on Consolidate Basis:
The total income of the Company for the year ended March 31, 2024 was Rs. 10854.88 Lakh
as against the total income of Rs. 10035.02 Lakh for the previous year ended March 31,
2023. The Total Income of the company was increased by 8.17% over previous year. The
Company has earned a Net Profit after Tax of Rs. 1263.40 Lakh for the year under review as
compared to Net Profit of Rs. 1055.46 Lakh in the previous year. The profit of the Company
increased about 19.70 % as compared to previous financial year.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated financial statements of the Company for the financial year 2023-24 are
prepared in compliance with applicable provisions of the Companies Act, 2013, Indian
Accounting Standards ("Ind AS") and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015") which form
part of this Annual Report
Dividend
With a view to conserve the resources of company for future growth, the Board of
Directors do not recommend any Dividend for the Financial Year 2023-24 (Previous Year
Nil).
Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of
Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed
Equity Shares which are required to be transferred to the Investor Education and
Protection Fund (IEPF).
Amount transferred to reserve
During the year, the Company has not apportioned any amount to other reserve. The
profit earned during the year has been carried to the balance sheet of the Company.
Change in Nature of Business
During the year, your Company has not changed its business or object and continues to
be in the same line of business as per main object of the Company.
SHARE CAPITAL: Authorized Capital
The present Authorized Capital of the Company is Rs.26,00,00,000 (Rupees Twenty-Six
Crores Only)divided into 13,00,00,000 (Thirteen Crores) Equity Shares of Rs. 2.00 each.
Issued, Subscribed & Paid-up Capital
The present Issue, Subscribed & Paid-up Capital of the Company is Rs.25,00,40,000
(Rupees Twenty Five Crore Forty Thousand Only) divided into 12,50,20,000 (Twelve Crore
Fifty Lakhs Twenty Thousand) Equity Shares of Rs. 2.00 each. The entire Paid-up Equity
shares of the Company are listed at BSE Limited& National Stock Exchange of India
Limited.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board
The Board of Directors of the Company is led by the Two Executive Director which
comprises of One Managing Director and other Executive Director, Four Independent
Directors and one Non-Executive Director (other than Independent Director). As on March
31, 2024, the Board was constituted with Mr. Sandeepkumar Vishwanath Agrawal,
Chairman& Managing Director, Mrs. Poonam Sandeepkumar Agrawal, Executive Director, Mr.
Abhishek Sandeepkumar Agrawal, Non- Executive Director, Mr. Manish Chidambaram Iyer, Ms.
Bhoomika Aditya Gupta, Mr. Siddharth Sampatji Dugar and Mr. Ajit Gyanchand Jain
Independent Directors .
In the opinion of the Board, all our Independent Directors possess requisite
qualifications, experience, expertise including the Proficiency and hold high standards of
integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List
of key skills, expertise and core competencies of the Board, including the Independent
Directors, is provided at page no. 34 of this Annual Report.
The Constitution of the Board of Directors and other disclosure related to the Board of
Directors are given in the Report on Corporate Governance.
Appointment/Re-appointment:
The Board of Directors of the Company has, in their Board Meeting held on May 11, 2023,
On Recommendation of Nomination and Remuneration Committee and on Request of Mr. Abhishek
Sandeepkumar Agrawal, approved Change in Designation of Mr. Abhishek Sandeepkumar Agrawal
(DIN:- 07613943) from Executive Director to Non-Executive Director of the Company liable
to retire by rotation and the same has also been approved by the Members of the Company at
their Annual General Meeting held on September 27, 2023, through Video Conferencing
("VC") / Other Audio-Visual Means ("OAVM")
Retirement by rotation and subsequent re-appointment
Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof and
Articles of Association of the Company, Mrs. Poonam Sandeepkumar Agrawal (DIN: 01712128)
Director of the Company retires by rotation at the 28th Annual General Meeting and being
eligible, offer herself for re-appointment. The Nomination and Remuneration Committee and
Board of Directors recommended her re-appointment on the Board.
Cessation
During the year Mrs. Sarita Neeraj Aggarwal, Non- Executive Non-Independent Director of
the company has resigned from her post as on 26th February, 2024.
Disclosure by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.
in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to
compliance with the Code of Conduct of the Company. None of the Directors of the Company
is disqualified for being appointed as Director as specified in Section 164 (2) of the
Companies Act, 2013.
Board Meeting
Regular meetings of the Board are held at least once in a quarter, inter-alia, to
review the quarterly results of the Company. Additional Board meetings are convened, as
and when required, to discuss and decide on various business policies, strategies and
other businesses. The Board meetings are generally held at registered office of the
Company or through audio visual means.
During the year under review, Board of Directors of the met 7 (Seven) times, viz 11th
May, 2023, 28th May, 2023, 12th August, 2023, 25th August, 2023,11th November, 2023, 13th
February, 2024 and 1st March, 2024.
The details of attendance of each Director at the Board Meetings and Annual General
Meeting are given in the Report on Corporate Governance.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there under and
Listing Regulations, the Company has four Non-Promoter Non-Executive Independent
Directors. In the opinion of the Board of Directors, all four Independent Directors of the
Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules
made there under and Listing Regulations and they are Independent of Management. A
separate meeting of Independent Directors was held on 9st March, 2024 to review the
performance of Non-Independent Directors and Board as whole and performance of Chairperson
of the Company including assessment of quality, quantity and timeliness of flow of
information between Company management and Board that is necessary for the board of
directors to effectively and reasonably perform their duties. The terms and conditions of
appointment of Independent Directors and Code for Independent Director are incorporated on
the website of the Company at
https://airanlimited.com/docs/Terms%20and%20Conditions%20of%20ID.pdf The Company has
received a declaration from the Independent Directors of the Company under Section 149(7)
of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet
criteria of Independence as per relevant provisions of Companies Act, 2013 for financial
year 2023-2024. The Board of Directors of the Company has taken on record the said
declarations and confirmation as submitted by the Independent Directors after undertaking
due assessment of the veracity of the same. In the opinion of the Board, they fulfill the
conditions for Independent Directors and are independent of the Management. All the
Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2)
of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to
registration with the data bank of Independent Directors maintained by the Indian
Institute of Corporate Affairs.
None of Independent Directors have resigned during the year Except Mrs. Sarita Neeraj
Aggarwal.
Familiarization Program for Independent Directors:
The Independent Directors have been updated with their roles, rights and
responsibilities in the Company by specifying them intheir appointment letter alongwith
necessary documents, reports and internal policies to enable them to familiarize with
theCompany's Procedures and practices. The Company has through presentations at regular
intervals, familiarized and updated theIndependent Directors with the strategy, operations
and functions of the Company and Agricultural Industry as a Whole andbusiness model. The
details of such familiarization programmes imparted to Independent Directors can be
accessed on
thewebsiteoftheCompanyathttps://airanlimited.com/docs/Familiarisation%20of%20IDS.pdf
Information on Directorate
During the year under review, there were following changes in the Directorship of the
Company. i. Change in Designation of Director
The Board of Directors of the Company has, in their Board Meeting held on May 11, 2023,
On Recommendation of Nomination and Remuneration Committee and on Request of Mr. Abhishek
Sandeepkumar Agrawal, approved Change in Designation of Mr. Abhishek Sandeepkumar Agrawal
(DIN:- 07613943) from Executive Director to Non-Executive Director of the Company liable
to retire by rotation and the same has also been approved by the Members of the Company at
their Annual General Meeting held on September 27, 2023, through Video Conferencing
("VC") / Other Audio-Visual Means ("OAVM"). ii. Resignation of
Independent Director
During the year Mrs. Sarita Neeraj Aggarwal, Non- Executive Non-Independent Director of
the company has resigned from her post as on 26th February, 2024.
In accordance with the provisions of the Articles of Association and Section 152 of the
Companies Act, 2013, Mr.Abhishek Sandeepkumar Agrawal (DIN: 07613943),Non- Executive
Director of the Company retires by rotation at the ensuing annual general meeting. he,
being eligible, has offered himself for re-appointment as such and seeks reappointment.
The Board of Directors recommends his re-appointment on the Board. The relevant details,
as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial
Standards-II issued by ICSI, of the person seeking reappointment as Director is annexed to
the Noticeconvening the 29th annual general meeting.
Key Managerial Personnel
In accordance with Section 203 of the Companies Act, 2013, the Company has Mr.
Sandeepkumar Vishwanath Agrawal who is acting as Chairman and Managing Director of the
Company and Mr. Krunal Ashokkumar Jethva who is acting as Chief Financial Officer of the
Company and Mrs. Stuti Kinariwala who is acting as a Company Secretary.
As on the date of this report, the Company has Mr. Sandeepkumar Vishwanath Agrawal who
is acting as Chairman and Managing Director of the Company, Mr. Krunal Ashokkumar Jethva
who is acting as Chief Financial Officer of the Company and Ms. Stuti Kinariwala as
Company Secretary and Compliance officer of the Company.
Performance Evaluation
In terms of the requirement of the Act and the Listing Regulations, an annual
performance evaluation of the Board is undertaken where the Board formally assesses its
own performance with the aim to improve the effectiveness of the Board and the Committees.
During the year under review, the Board has carried out an annual evaluation of its own
performance, performance of the Directors, as well as the evaluation of the working of its
Committees. The exercise was led by the Chairman of the NRC along with the Chairman of
Board. The NRC has defined the evaluation criteria, procedure and time schedule for the
Performance Evaluation process for the Board, its Committees and Directors. The criteria
for Evaluation of Board, Individual Directors and Committees include, inter alia, the
following:
| Board Evaluation |
Evaluation of Individual Directors |
Committee Evaluation |
| • Board Structure - qualifications, experience and competencies |
• Professional qualifications and experience |
• Mandate and composition |
| • Board Diversity |
• Knowledge, skills and competencies |
• Effectiveness of the Committee |
| • Meetings - regularity, frequency, agenda, discussion and recording of minutes |
• Fulfillment of functions, ability to function as a team |
• Structure of the Committee |
| • Functions - strategy, governance, compliances, evaluation of risks, stakeholder
value and responsibility, conflict of interest |
• Attendance |
• Meetings - regularity, frequency, agenda, discussion and dissent, recording of
minutes |
| • Independence of management from the Board, access of Board and management to
each other |
• Commitment, contribution, integrity and independence |
• Independence of the Committee from the Board and contribution to decisions of
the Board |
|
• In addition to the above, the Chairman of the Board Meetings is also evaluated
on key aspects of his role, including effectiveness of leadership and ability to steer
Meetings, impartiality and ability to keep shareholders' interests in mind |
|
Directors' Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2024, the applicable
accounting standards have been followed and that no material departures have been made
from the same;
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 or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on
going concern basis.
e) The Directors had laid down the 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.
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various
committees, details of which are given hereunder.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Relationship Committee
4. Corporate Social Responsibility Committee
The composition of each of the above Committees, their respective role and
responsibility are detailed in the Report on Corporate Governance annexed to this Report.
Audit Committee
The Company has formed Audit Committee in line with the provisions Section 177 of the
Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. As at March 31, 2024,
the Audit Committee comprised Mr. Manish Chidambaram Iyer (Non-Executive Independent), as
Chairman, Mr. Siddharth Sampatji Dugar (Non-Executive Independent) as Member Mr. Abhishek
Sandeepkumar Agrawal (Non-Executive Director) and Mrs. Bhoomika Gupta (Non-Executive
Independent), as Members. Recommendations of Audit Committee, wherever/whenever given,
have been accepted by the Board of Directors.
Vigil Mechanism
The Company has established a vigil mechanism for directors and employees to report
concerns about unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethic policy. The said mechanism also provides for adequate
safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and
also provide for direct access to the Chairman of the Audit Committee in exceptional
cases. The details of establishment of such mechanism has been disclosed in the Board's
Report. Further, the Policy on Vigil Mechanism is available on the website of the Company
at https://airanlimited.com/docs/whistle-blower-policy%20(1).pdf
Nomination and Remuneration Policy
Nomination and Remuneration Policy in the Company is designed to create a high
performance culture. It enables the Company to attract motivated and retained manpower in
competitive market, and to harmonize the aspirations of human resources consistent with
the goals of the Company. The Company pays remuneration by way of salary to its Executive
Directors and Key Managerial Personnel. Annual increments are decided by the Nomination
and Remuneration Committee within the salary scale approved by the members and are
effective from April 1, of each year.
INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
In accordance with Section 129(3) of the Companies Act, 2013, a statement containing
salient features of the financial statements of the subsidiary companies in Form AOC-1 is
annexed to this Report as Annexure – B.
The statement also provides details of performance and financial position of each of
the subsidiaries. Audited financial statements together with related information and other
reports of each of the subsidiary companies have also been placed on the website of the
Company at www.airanlimited.com During the year, the Board of Directors reviewed the
affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013,
Consolidated Financial Statements of the Company and all its subsidiaries in accordance
with the relevant accounting standards have been prepared which forms part of the Annual
Report.
Further, the Company does not have any Associate Companies and Joint Ventures as on
March 31, 2024.
PUBLIC DEPOSITS
The Company has not accepted any deposits from Shareholders and Public falling within
the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were
no deposits, which were claimed and remained unpaid by the Company as on March 31, 2024.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the
year ended on March 31, 2024.
EXTRACT OF ANNUAL RETURN
The Annual Return of the Company as on March 31, 2024 is available on the Company's
website and can be accessed at https://airanlimited.com/docs2023/Airan%20MGT-7202324.pdf
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions are placed before the Audit Committee for review and
approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly
basis for transactions which are of repetitive nature and/or entered in the Ordinary
Course of Business and are at Arm's Length. All Related Party Transactions are subjected
to independent review by a reputed accounting firm to establish compliance with the
requirements of Related Party Transactions under the Companies Act, 2013, and Listing
Regulations. There was no contracts, arrangements or transactions which was executed not
in ordinary course of business and/or at arm's length basis. Further, there were no
related party transactions with the Company's Promoters, Directors, Management or their
relatives, which could have had a potential conflict with the interests of the Company.
All Related Party Transactions entered during the year were in Ordinary Course of the
Business and at Arm's Length basis. No Material Related Party Transactions, i.e.
transactions exceeding 10% of the annual consolidated turnover as per the last audited
financial statement, were entered during the year by your Company. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3)(h) of the
Companies Act, 2013, in Form AOC-2 is not applicable.
Members may refer to the notes to the accounts for details of related party
transactions entered as per Indian Accounting Standard – 24. The Board of Directors
of the Company has, on the recommendation of the Audit Committee, adopted a policy to
regulate transactions between the Company and its Related Parties, in compliance with the
applicable provisions of the Companies Act 2013, the Rules thereunder and the SEBI LODR
Regulations.
In line with the requirements of the Companies Act, 2013 and the Listing Regulations,
your Company has formulated a Policy on Related Party Transactions. The Policy on
Materiality of and dealing with Related Party Transactions as approved by the Board is
uploaded on the Company's website and can be accessed at the Web-link
https://airanlimited.com/docs/Policy%20on%20Related%20Party%20Transactions.pdf The Policy
intends to ensure that proper reporting, approval and disclosure processes are in place
for all transactions between the Company and Related Parties.
INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY
Though the various risks associated with the business cannot be eliminated completely,
all efforts are made to minimize the impact of such risks on the operations of the
Company. Necessary internal control systems are also put in place by the Company on
various activities across the board to ensure that business operations are directed
towards attaining the stated organizational objectives with optimum utilization of the
resources. Apart from these internal control procedures, a well-defined and established
system of internal audit is in operation to independently review and strengthen these
control measures, which is carried out by a reputed firm of Chartered Accountants. The
audit is based on an internal audit plan, which is reviewed each year in consultation with
the statutory auditor of the Company and the audit committee. The conduct of internal
audit is oriented towards the review of internal controls and risks in its operations.
M/s. Deora Maheshwari & Co., Chartered Accountants (Firm Registration No. 123009W),
the statutory auditors of the Company has audited the financial statements included in
this annual report and has issued an report annexed as an Annexure C to the Audit Report
of the Company on our internal control over financial reporting (as defined in section 143
of Companies Act, 2013).
The audit committee reviews reports submitted by the management and audit reports
submitted by internal auditors and statutory auditor. Suggestions for improvement are
considered and the audit committee follows up on corrective action. The audit committee
also meets the statutory auditors of the Company to ascertain, inter alia, their views on
the adequacy of internal control systems and keeps the board of directors informed of its
major- observations periodically. Based on its evaluation (as defined in section 177 of
Companies Act 2013), our audit committee has concluded that, as of 31st March, 2024, our
internal financial controls were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENT
No material changes and commitment have occurred that would affect financial position
of the company from end of the financial year of the company to which financial statements
relate and the date of the director's report.
DETAILS OFMATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
There are no material changes and commitments, affecting the financial position of the
Company, have occurred between the ends of financial year of the Company i.e. 31st March,
2024 to the date of this Report.
PARTICULAR OF EMPLOYEES
The ratio of the remuneration of each director to the median of employees' remuneration
as per 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 annexed to this
Report as Annexure – D.
The statement containing top ten employees in terms of remuneration drawn and the
particulars of employees as required under Section 197(12) of the Act read with Rule 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexure forming part of this report. Further, the report and the
accounts are being sent to members excluding this annexure. In terms of Section 136 of the
Act, the said annexure will be for inspection. Any shareholder interested in obtaining a
copy of the same may write to Company Secretary.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at the all workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a
gender-neutral approach in handling complaints of sexual harassment and we are compliant
with the law of the land where we operate. The Company has setup an Internal Complaints
Committee (ICC) for redressal of Complaints.
During the financial year 2023-2024, the Company has received Nil complaints on sexual
harassment, out of which Nil complaints have been disposed off and Nil complaints remained
pending as of March 31, 2024.
RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A.
Conservation of energy –i.) The steps taken or impact on conservation of energy:
Company ensures that the operations are conducted in the manner whereby optimum
utilisation and maximum possible savings of energy is achieved. ii.) The steps taken by
the Company for utilizing alternate sources of energy: No alternate source has been
adopted. iii.) The capital investment on energy conservation equipment: No specific
investment has been made in reduction in energy consumption.
B. Technology absorption
–i.) The effort made towards technology absorption: Not Applicable.
ii.) The benefit derived like product improvement, cost reduction, product development
or import substitution:
Not Applicable
iii.) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)
-a. The details of technology imported: Nil.
b. The year of import: Not Applicable.
c. Whether the technology has been fully absorbed: Not Applicable.
d. If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Not Applicable.
iv.) The expenditure incurred on Research and Development: Nil C. Foreign Exchange
Earnings & Expenditure:
i.) Details of Foreign Exchange Earnings: Nil ii.) Details of Foreign Exchange
Expenditure: Nil
Corporate Social Responsibility
Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate
Social Responsibility Committee ("the CSR Committee") with object to recommend
the Board a Policy on Corporate Social Responsibility and amount to be spent towards
Corporate Social Responsibility. As at March 31, 2024, the CSR Committee comprised Mrs.
Poonam Agrawal (Executive Director) as Chairperson and Mrs. Bhoomika Gupta (Non-Executive
Independent Director) and Siddharth Sampatji Dugar (Non-Executive Independent Director) as
Members of the Committee.
The CSR Committee is responsible for indicating the activities to be undertaken by the
Company, monitoring the implementation of the framework of the CSR Policy and recommending
the amount to be spent on CSR activities. During the year under review, CSR Committee met
2 (Two) times on 11th May, 2023 and 1st March, 2024. . The meetings were held to review
and approve the expenditure incurred by the Company towards CSR activities and annual
report on CSR activities.
The CSR Policy may be accessed at the web link
https://airanlimited.com/docs/CSR_FINAL.pdf Annual Report on CSR activities in prescribed
format is annexed as an Annexure – E.
CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for corporate governance.
As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing
Company Secretary with regards to compliance with the conditions of Corporate Governance
is annexed to the Board's Report as Annexure – F.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate section forming part of this Annual Report
as Annexure G.
STATUTORY AUDITOR AND THEIR REPORT
M/s. Deora Maheshwari & Co., Chartered Accountants, Ahmedabad (FRN: 123009W) were
appointed as Statutory Auditors of your Company at the 27thAnnual General Meeting held on
September 24, 2022, for a term of Four consecutive years. The Report given by the Auditors
on the financial statement of the Company is part of this Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their
Report.
INTERNAL AUDITOR:
Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s. SMJ and
Associated (FRN : 137347W) as an Internal Auditor of the Company for the FY 2023-24.
Disclosure of total fees paid to Statutory Auditor, on a consolidated basis
Total fees for all services paid by the Company and its subsidiaries, on a consolidated
basis, to statutory auditors of the Company and other firms in the network entity of which
the statutory auditors are a part, during the year ended March31, 2024, is
Rs.4,40,000/-plus GST.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
MAINTENANCE OF COST RECORD
Since the company is not falling under prescribed class of Companies, our Company is
not required to maintain cost record.
SECRETARIAL AUDITOR AND THIEIR REPORT
The Company has appointed M/s. SCS & Co.LLP, Practicing Company Secretary, to
conduct the secretarial audit of the Company for the financial year 2023-24, as required
under Section 204 of the Companies Act, 2013 and Rules thereunder. The Annual Secretarial
Compliance Report for the financial year ended March 31, 2024 issued by M/s. SCS &
Co.LLP, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines
issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations
read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force) is
annexed to this report as an Annexure – H – 2.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of
the Board of Directors' and ‘General Meetings', respectively, have been duly complied
by your Company.
INSURANCE
The assets of your Company have been adequately insured.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016.
There are no proceedings initiated/pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the business of the Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
INDUSTRIAL RELATIONS (IR):
The Company continues to maintain harmonious industrial relations. Company periodically
reviews its HR policies and procedures to aid and improve the living standards of its
employees, and to keep them motivated and involved with the larger interests of the
organisation. The Company has systems and procedures in place to hear and resolve
employees' grievances in a timely manner, and provides avenues to its employees for their
all-round development on professional and personal levels. All these measures aid employee
satisfaction and involvement, resulting in good Industrial Relations.
WEBSITE
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a
functional website namely "www.airanlimited.com" containing basic information
about the Company. The website of the Company is also containing information like
Policies, Shareholding Pattern, Financial Results and information of the designated
officials of the Company who are responsible for assisting and handling investor
grievances for the benefit of all stakeholders of the Company, etc.
GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules,
2014 and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year. Your Directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review or they are not applicable to the
Company;
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or
otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and ESOS; (iv) There is no revision in the Board Report or Financial
Statement; (v) No significant or material orders were passed by the Regulators or Courts
or Tribunals which impact the going concern status and Company's operations in future;
APPRECIATIONS AND ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for significant
contributions made by the employees at all levels through their dedication, hard work and
commitment during the year under review.
The Board places on record its appreciation for the support and co-operation your
Company has been receiving from its suppliers, distributors, retailers, business partners
and others associated with it as its trading partners. Your Company looks upon them as
partners in its progress and has shared with them the rewards of growth. It will be your
Company's endeavour to build and nurture strong links with the trade based on mutuality of
benefits, respect for and co-operation with each other, consistent with consumer
interests.
Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors,
Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued
support.
| Registered office: |
|
For and on behalf of Board of Directors |
| 408, Kirtiman Complex, B/h. |
Rembrandt Building, |
Airan Limited |
| C. G. Road, Ahmedabad, Gujarat-380006. |
CIN: L74140GJ1995PLC025519 |
|
| Date : August 31, 2024 |
Poonam Sandeepkumar Agrawal |
Sandeepkumar Vishwanath Agrawal |
| Place : Ahmedabad |
Executive Director |
Chairman and Managing Director |
|
DIN 01712128 |
DIN 02566480 |
