To, The Members of
Alliance Integrated Metaliks Limited
Your Directors are pleased to present the Thirty-Sixth (36th) Annual Report
of the Company's business and operations, together with the audited financial statements
and Independent Auditors Report thereon for the financial year ended March 31, 2025.
1. FINANCIAL PERFORMANCE
The financial statements for the financial year ended March 31, 2025, forming part of
this Annual Report, have been prepared in accordance with the Indian Accounting Standards
(Ind AS) as notified by the Ministry of Corporate Affairs.
Key highlights of financial performance of your Company for the financial year 2024-25
are provided below:
Particulars |
Financial Year ended March 31, 2025 |
Financial Year ended March 31, 2024 |
Revenue from Operations |
8,975.65 |
6,755.51 |
Other Income |
7.47 |
3.19 |
Total Revenue |
8,983.12 |
6,758.70 |
Total Expenses |
16,259.97 |
15,578.06 |
Exceptional Items |
12.82 |
15,237.85 |
Profit before Tax |
(7,264.03) |
6,418.49 |
Tax Expenses |
|
|
(1) Current Tax |
|
|
(2) Deferred Tax |
|
|
(3) Earlier year's tax expense |
|
|
Net profit for the year |
(7,264.03) |
6,418.49 |
Other comprehensive (loss)/income for the year |
0.36 |
(5.91) |
Total comprehensive (loss)/income for the year |
(7,263.67) |
6,412.58 |
EPS |
(1.84) |
1.80 |
2. OPERATIONS REVIEW
The Company has set up its Production facility to cater all types of Heavy Steel
Superstructures for following segments: Steel Bridges for Rail, Road, Metro, DFCC and
Expressways Foot Over Bridges High rise Buildings Thermal Power Plants Marine equipment
requirements
|
Large Stadiums and Exhibition halls |
|
Airport Superstructures |
|
Refinaries |
|
Commercial Buildings |
|
Automobile Plants |
The End Clients list of the company includes |
|
|
DMRC - Delhi Metro Rail Corporation |
|
NHAI National Highways Authority of India |
|
NHIDCL - National Highways & Infrastructure Development
Corporation Ltd |
|
MORTH Ministry of Road Transport & Highways |
|
PWD Public Works Department (Various States) |
|
UPEIDA Uttar Pradesh Expressways Industrial Development Authority |
|
NTPC National thermal Power Corporation |
|
BHEL Bharat Heavy Electricals Limited |
|
KRCL Konkan Railways Corporation Limited |
|
MRIDCL - Maharashtra Rail Infrastructure Development Corporation
Limited |
|
ITPO India Trade Promotion Organisation |
|
DFCC - Dedicated Freight Corridor Corporation of India |
|
IOCL Indian Oil Corporation Limited |
|
Maruti Suzuki India Limited |
|
Nabha Power Limited |
EPC Clients |
Aditya Birla Group |
|
L&T |
|
Shapoorji Pallonji Group |
|
AFCONS Infrastructure |
|
HCC |
|
S P Singla Constructions |
|
APCO Infra Projects |
|
KEC International |
|
GMR Power & Urban Infra |
|
Ashoka Buildcon Ltd |
|
Gaawar Constructions Limited |
|
Doosan Power Systems |
|
BGR Energy Systems Limited |
|
DRAIPL |
|
VRC Constructions Pvt Ltd |
|
Megha engineering & Infrastructures Limited |
|
Vishwasamundra |
|
SMS |
|
GDIR |
|
Gammon India Limited |
|
Tata Projects Limited |
|
G R Infrastructute Ltd |
|
ISGEC Heavy Engineering Ltd |
In the FY- 24-25 Major Focus has been of Steel Bridges Projects of Railways,
Expressways, NHAI and State road Projects.
The shares of the company are listed on BSE Limited.
3. STATE OF COMPANY'S AFFAIRS
The state of affairs of the Company is presented as part of the Management Discussion
and Analysis Report forming part of this Annual Report.
During the year, the Company received Provisional Attachment Order No. 09/2024, issued
via email dated 13.09.2024 by the Deputy Director, Gurugram Zonal Office, Directorate of
Enforcement, New Delhi. The order pertains to the provisional attachment of immovable
properties held in the Company's name, vide reference number F.No.ECIR/ GNZO/14/2024 dated
05.09.2024, and also includes the attachment of shares held by the promoter company.
However, the said order does not have any impact on the business or day-to-day operations
of the Company.
4. CHANGE IN THE NATURE OF BUSINESS
During the Financial year under review, there was no change in the nature of business.
5. DIVIDEND
In view of losses incurred during the period under review, the Board of Directors has
not recommended any dividend for Financial Year 2024-25.
6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As per Section 124(6) of the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended
from time to time, all the shares in respect to which dividend has remained
unclaimed/unpaid for a period of seven consecutive year or more are required to transfer
in the name of IEPF, but the company is not required to be transferred any amount to the
IEPF established by the Central Government as the company has not declared any dividend
for any financial year.
7. TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the
Reserves for the year under review.
8. CAPITAL STRUCTURE OF THE COMPANY
As on March 31, 2025 the Share Capital Structure of the Company is categorised into two
classes:-
S. No Particulars |
Equity Shares |
Preference Shares |
1. Authorised Share Capital |
45,00,00,000 |
55,00,00,000 |
2. Paid Up Share Capital |
39,49,50,000 |
2,90,00,000 |
3. Value per Share |
1 |
10 |
During the period under review, your company has not raised any funds through public
issue, rights issue etc. and has neither issued any shares with differential voting rights
nor issued any sweat equity shares.
BONUS ISSUE
During the year the Board in its meeting held on June 01, 2024 issued and recommended
Bonus shares in the ratio (2:1). The Shareholders approved the issue of Bonus shares in
the Extraordinary General meeting held on June 25, 2024 via video conferencing. The
Company allotted 26,33,00,000 equity shares of Rs. 1/-each in the proportion of 2:1 i.e
two (2) bonus equity share of Rs. 1/ each for every one (1) share of Rs. 1/each held. The
Bonus shares were credited to the shareholders on the record date fixed on 11th July,
2024.
The aforesaid bonus equity shares issued and allotted were listed on the Stock
Exchange.
9. DEMATERIALISATION AND LISTING
The equity shares of the Company are admitted to the depository system of National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). As on 31st March, 2025 39,40,99,970 Equity Shares representing 99.785% of the
Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the
Company are compulsorily traded in dematerialized form as mandated by the Securities and
Exchange Board of India (SEBI). The International Securities Identification Number (ISIN)
allotted to the Company with respect to its Equity Shares is INE123D01024.
The Equity shares of the Company are listed on BSE Limited.
10. RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities & Exchange Board of India, the
Reconciliation of Share Capital Audit was carried out on quarterly basis for the quarter
ended June 30th, 2024, September 30th, 2024, December 31st,
2024 and March 31st, 2025 by a Company Secretary in Practice. The purpose of
the audit was to reconcile the total number of shares held in National Securities
Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in
physical form with respect to admitted, issued and paid up capital of the Company.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE
Limited, where the equity shares of the Company are listed.
11. CHANGE OF REGISTERED OFFICE
During the financial year under review, the Company has not changed its Registered
Office.
12. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year and date of this report. There has been no
change in the nature of business of the Company. During the financial year, the Board of
Directors of the Company at their meeting held on May 01, 2024 has approved the
Preferential Issue of 1,15,00,000 warrants convertible into equity shares and the said
Preferential Issue was also approved by the shareholders of the Company at their
Extra-Ordinary General Meeting held on May 24, 2024. However, due to non-receipt of
application money from the subscribers, the Company was unable to proceed with the
allotment of the said warrants. Accordingly, the Board of Directors in its meeting held on
October 26, 2025 has accorded its approval to withdraw the above-mentioned proposal for
the Preferential Issue.
This withdrawal will not impact the financial stability, operations, or growth
prospects of the Company.
13. FINANCIAL STATEMENTS OF THE COMPANY
The Financial Statement of the Company for the FY 2024-2025 are prepared in compliance
with the applicable provisions of the Act, Accounting Standards and other applicable
provisions of the companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as the SEBI (Listing Regulation).
The Audited Financial Statement along with Auditor Report for the FY 2024-2025 into
consideration have been annexed to the Annual Report and also made available on the
website of the Company which can be accessed at https://www.aiml.in.
14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
During the year under review as on March 31, 2025 the company does not have any
subsidiary, Joint Venture and associates company.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013. Your Directors hereby confirm
that: a. In the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures; b. The
Directors have 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 have 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 have prepared the annual
accounts on a going concern basis; and e. The Directors, have laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and 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 operating effectively.
16. CORPORATE GOVERNANCE
In compliance with the Regulation 34 read with Schedule V of the Listing Regulations, a
detailed report on Corporate Governance is given as an Annexure and forms an integral part
of this Annual Report. A Certificate from the Practicing Company Secretary (PCS)
confirming compliance of the conditions of Corporate Governance as stipulated under the
Listing Regulations is appended to the Corporate Governance Report. A Certificate of the
Whole-time Director (WTD) and Chief Financial Officer (CFO) of the Company in terms of
Regulation 17(8) of the Listing Regulations is also annexed.
Your Company has obtained a certificate from a practising company secretary that none
of the Directors on the Board of your Company have been debarred or disqualified from
being appointed or are continuing as directors of companies by the SEBI /Ministry of
Corporate Affairs or any such statutory authority.
17. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31.03.2025, Composition of Board and KMPs were as under:
Name |
Designation |
Mr. Daljit Singh Chahal |
Whole-time Director |
Mr. Bhawani Prasad Mishra |
Non-Executive Non-Independent Director |
Mr. Ankush Uppal |
Non-Executive Non-Independent Director |
Ms. Rajiv Kapur Kanika Kapur |
Non-Executive Independent Director |
Mr. Sri Kant |
Non-Executive Independent Director |
Mrs. Monika Jain |
Non-Executive Independent Director |
Mr. Pawan Kumar Sharma |
Chief Financial Officer |
Ms. Malti Devi |
Company Secretary |
Appointments & Cessations during the Financial Year 2024-25:
S.NO NAME |
DESIGNATION |
CHANGE |
1. Mr. Vipul Gupta |
Non-Executive Independent Director |
Resigned from the Position of Independent Director of the Company
as on July 17, 2024 due to personal reasons. |
2. Ms. Rajiv Kapur Kanika Kapur |
Non-Executive Independent Director |
Re-appointed as Independent Director of the Company for second term
in the 35th Annual General Meeting of the Company |
3. Mr. Daljit Singh Chahal |
Whole-time Director |
Re-appointed as the Whole time Director of the Company in the 35th
Annual General Meeting of the Company for a further period of five years commencing from
December 02, 2024 to December 01, 2029. |
4. Mrs. Monika Jain |
Non-Executive Independent Director |
Appointed as an Additional Non-Executive Independent Director on
the Board of the company with effect from October15, 2024. |
|
|
Regularized as Non-Executive Independent Director of the Company
through Postal Ballot to hold office for a term of 5 (five) consecutive years with effect
from October 15, 2024 to October 14, 2029. |
There was no material reason regarding the resignation of the Independent Director and
the confirmation regarding the same as received from the Independent Director was already
submitted at www.bseindia.com.
18. WOMAN DIRECTOR
In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Rajiv
Kapur Kanika Kapur has been appointed as Independent Woman Director on the Board of the
Company.
19. RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 the Companies Act, 2013 and the
Article of Association of the Company read with Companies (Appointment and Qualification
of Directors) Rules, 2014, Mr. Bhawani Prasad Mishra (DIN: 07673547), retires by rotation
at the ensuing Annual General Meeting and being eligible, offers himself for re-
appointment.
A brief resume, nature of expertise, details of directorships held in other companies
of the Directors proposed to be appointed/re-appointed, along with their shareholding in
the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing
Regulations, is appended as an Annexure to the Notice of the ensuing AGM.
20. INDEPENDENT DIRECTORS DECLARATION
The Company has received declarations from all Independent Directors of the Company
confirming that they continue to meet the criteria of independence, as prescribed under
Section 149 of the Companies Act, 2013, rules made thereunder and Regulations 16 & 25
of the Listing Regulations. The Independent Directors have also confirmed that they have
complied with the Company's Code of Conduct and their names in the data bank of
Independent Directors are maintained with the Indian Institute of Corporate Affairs in
terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and that they hold highest standards of
integrity.
21. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC')
During the financial year under review, neither any application is made by the Company,
nor is any proceeding pending against the Company under Insolvency and Bankruptcy Code,
2016.
22. STOCK SPLIT
During the financial year under review, the company has not done split of shares.
23. FAMILIARIZATION PROGRAMME
As per requirement under the provisions of Section 178 of the Companies Act, 2013 read
with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015. Your Company has adopted a
familiarization programme for Independent Directors to familiarise them with the Company,
their role, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model, management structure, industry overview, internal
control system and processes, risk management framework, functioning of various divisions
and HR Management etc.
Your company aims to provide the insight into the Company to its Independent Directors
enabling them to contribute effectively. The Company arranges site visit for the
Directors, giving them insight of various projects and Directors are also informed of
various developments relating to the industry on regular basis and are provided with
specific regulatory updates from time to time.
Details of the familiarization programme of the Independent Directors are available on
the website of the Company https://www.aiml.in/investors.php.
24. BOARD MEETINGS
The Board met Twelve (12) times during the period, the details of which are provided in
the Corporate Governance Report that forms part of this Annual Report. The intervening gap
between the two consecutive meetings was within the period prescribed under the Companies
Act, 2013 and SEBI Listing Regulations, 2015.
25. BOARD EVALUATION
The Company has devised a policy for performance evaluation of Independent Directors,
Chairman, Board, Board Committees and other Individual Directors which include the
criteria for performance evaluation of the Non-Executive Directors and Executive
Directors.
Based on the policy for performance evaluation of Independent Directors, the Board,
Board Committees and other individual Directors, a process of evaluation was followed by
the Board for its own performance and that of its Committees and individual Directors.
The statement indicating the manner, in which, formal annual evaluation of the
Directors, the Board and Board level Committees was carried out, are given in detail in
the report on Corporate Governance, which forms part of this Annual Report. The Nomination
& Remuneration policy may be accessed on the Company's website at www.aiml.in.
26. POLICY ON APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration
Committee of the Board has framed a policy for selection and appointment of Directors and
senior management personnel, which includes the criteria for determining qualifications,
positive attributes and independence of a Director(s)/Key Managerial Personnel and their
remuneration. The nomination and remuneration policy is available on the website of the
Company (http://www.aiml.in/investors).
27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate financial control system and framework in place to
ensure: -
1. The orderly and efficient conduct of its business;
2. Safeguarding of its assets;
3. The prevention and detection of frauds and errors;
4. The accuracy and completeness of the accounting records; and
5. The timely preparation of reliable financial information.
The same is subject to review periodically by the internal auditor for its
effectiveness. The management has established internal control systems commensurate with
the size and complexities of the business.
The internal auditors of the company checks and verifies the internal control and
monitors them in accordance with policy adopted by the company. The Board regularly
reviews the effectiveness of controls and takes necessary corrective actions where
weaknesses are identified as a result of such reviews. This review covers entity level
controls, process level controls, fraud risk controls.
The internal control manual provides a structured approach to identify, rectify,
monitor and report gaps in the internal control systems and processes. To maintain its
objectivity and independence, the internal audit function reports to the chairman of the
Audit Committee and all significant audit observations and corrective actions are
presented to the Committee. Accordingly, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during FY 2024-25.
28. ANNUAL RETURN
Pursuant to the provisions of section 92 (3) of the Companies Act, 2013 read with rule
12 of the Companies (Management and Administration) Rules, 2014, Annual return of the
Company is available on the website of the Company at http://www.aiml.in
29. TRANSACTIONS WITH RELATED PARTIES
All arrangements/ transactions entered into by the Company with its related parties
during the year were in the ordinary course of business and on an arm's length basis.
During the year, the Company has not entered into any arrangement/transaction with related
parties which could be considered material in accordance with the Company's Policy on
Related Party Transactions, read with the Listing Regulations and the disclosure of
related party transactions In accordance with Section 134(3) (h) of the Companies Act,
2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts
or arrangements with related parties, referred to in Section 188(1) of the Companies Act,
2013, in the prescribed Form AOC-2 is attached as Annexure I to this Report.
Details of the Related Party Transactions, as required under Listing Regulations and
the relevant Accounting Standards are given in note no. 3.42 to the Financial Statements.
The Policy on the Related Party Transactions is available on the Company's website at
www.aiml.in.
30. AUDITORS AND THEIR REPORT
(a) STATUTORY AUDITORS
M/s Chatterjee & Chatterjee, (Firm Registration No. 001109C), Chartered
Accountants, were appointed as Statutory Auditors of the Company, for a term of 5 years
from the conclusion of 33rd Annual General Meeting of the Company till the
conclusion of the 38th AGM of the Company to be held in the year 2027 on such remuneration
as may be mutually agreed between the Board of Directors of the Company.
The Auditor's Report on Financial Statements is a part of this Annual Report. The
Emphasis of Matter mentioned in the Auditors Report is self-explanatory and the
qualifications are similar to the earlier qualification was mentioned in the previous year
reports regarding the trade payables, trade receivables and other loans and advances given
or taken are subject to reconciliation/confirmations. Further, term loan accounts with the
banks are also subject to reconciliation/confirmation. The effect of consequential
adjustment upon such confirmation/ reconciliation, if any, on the Financial Statements is
not ascertainable.
Company wants to report that the reconciliation with the vendors and customers are done
at the time of final settlement with them. It is the nature of the business. The
reconciliation with the lending banks would be done post resolution of their debts. In
view of this, it is not possible to estimate the impact of the same if any, on the
financial position and the financial results of the company.
During the year, the Statutory Auditors had not reported any matter under Section
143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under
Section 134(3) (ca) of the Companies Act, 2013.
(b) SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors had appointed M/s S Khurana and Associates, Practicing Company Secretaries (CP
No. 13212) in its Board meeting held on 01st May, 2024 to undertake the
Secretarial Audit of the Company for the Financial Year ended on March 31, 2025. The
Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure II, which forms an
integral part of this report.
During the year, the Secretarial Auditors had not reported any matter under Section
143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under
Section 134(3) (ca) of the Companies Act, 2013. Further, in compliance with Regulation 24A
of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements)
Regulations, 2015 (Listing Regulations) and Section 204 of the Companies Act,
2013, the Audit Committee and the Board of Directors at their meeting held on September
02, 2025 respectively have approved and recommended the appointment of M/s AASK &
Associates LLP, Peer Reviewed Firm of Company Secretaries in Practice (Firm registration
number: L2015DE1700) as Secretarial Auditors of the Company for a term of 5 (five)
consecutive years commencing from Financial Year 2025- 2026 till Financial Year 2029-2030,
subject to the approval of the Members at the ensuing Annual General Meeting of the
Company.
SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, M/s S Khurana and Associates, Company
Secretaries in practice has given the Secretarial Compliance Report of the Company for the
financial year 2024-25.
The said report does not contain any observations. The Secretarial Compliance Report is
annexed herewith as Annexure III, which forms an integral part of this report.
(c) COST AUDITOR
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.
(d) INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the
rules made there under, the Board of Directors had re-appointed M/s D. C. Chhajed &
Associates, Practicing Chartered Accountants (FRN: 013529N) to undertake the Internal
Audit of the Company for the Financial Year ended on March 31, 2025.
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Disclosure on particulars relating to loans, guarantees or investments under section
186 of the Companies Act, 2013 have been provided if any, as part of the financial
statements.
32. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A separate section on Management Discussion and Analysis for the year
ended March 31, 2025 forms an integral part of this Annual Report.
33. COMMITTEES OF THE BOARD
Pursuant to various requirements under the Act and the Listing Regulations, the Board
of Directors has constituted various Committees. As on The Company's Board has the
following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Strategic Committee*
The details with respect to composition, powers, roles, no. of meetings held and
attendance at the meetings of the above Committees of the board are provided in the
Corporate Governance Section of the annual report. *The Board has constituted a Strategic
Committee to primarily look into day to day matters relating to take up and handle certain
day to day banking matters, Legal matters and other operational matters.
34. AUDIT COMMITTEE
The Audit Committee of the Board has been constituted in terms of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the
Companies Act, 2013. The details pertaining to the composition of the Audit Committee are
included in the Corporate Governance Report, which is the part to this report. All the
recommendations made by the Audit Committee, (if any) were accepted by the Board of
Directors during the financial year 2024-25.
35. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information as required under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended March 31,
2025 with respect to the Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo has been annexed as Annexure IV to this report which forms an
integral part of this report.
36. CORPORATE SOCIAL RESPONSIBILITY
As per the section 135 of Companies act, 2013 read with The Companies (Corporate Social
Responsibility Policy) Rules, 2014, every company having net worth of rupees five hundred
crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees
five crore or more during the immediately preceding financial year shall constitute a
Corporate Social Responsibility Committee of the Board consisting of three or more
Directors and have to spends in every financial year, at least two percent of the average
net profits of the company made during the three immediately preceding financial years.
Due to continuing losses, section 135 is not applicable on company.
The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is not applicable as the Company is not covered under the criteria mentioned
in Section 135(1) of the Companies Act, 2013.
37. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-V.
Statement containing particulars of top 10 employees and the employees drawing
remuneration in excess of limits prescribed under Section 197 (12) of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided as a separate Annexure forming part of this Report. In terms of
proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members,
excluding the aforesaid Annexure. The said Statement is also open for inspection by the
Members at the registered office of the company. Any member interested in obtaining a copy
of the same may write to the Company Secretary at companysecretary@aiml.in. None of the
employees listed in the said Annexure are related to any Director of the Company.
38. COMPLIANCE WITH SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate
Affairs.
39. PUBLIC DEPOSITS
During the period under review, the Company has not accepted any deposits from public
under the Companies Act, 2013 and as such, no amount of principal or interest on public
deposits was outstanding as on the date of balance sheet.
40. CREDIT RATING
The Company has not taken any ratings during the financial year 2024-25.
41. SIGNIFICANT AND MATERIAL ORDERS
During the Financial Year 2024-25, no significant and material orders have been passed
by any Regulators, Courts or Tribunals affecting the going concern status and Company's
operations in future.
42. VIGIL MECHANISM
The Company has formed a Whistle Blower Policy for establishing a Vigil Mechanism for
Directors and Employees in Compliance with Section 177(9) of the Act and Regulation 22 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report
genuine concerns regarding unethical behavior and mismanagement, if any. It aims at
providing avenues for employees to raise complaints and to receive feedback on any action
taken and seeks to reassure the employees that they will be protected against
victimization and for any whistle blowing conducted by them in good faith. The policy is
intended to encourage and enable the employees of the Company to raise serious concerns
within the organization rather than overlooking a problem or handling it externally. The
Company is committed to the highest possible standard of openness, probity and
accountability. It contains safe guards to protect any person who uses the Vigil Mechanism
by raising any concern in good faith. The Company protects the identity of the whistle
blower, if the whistle blower so desires, however the whistle blower needs to attend any
disciplinary hearing or proceedings as may be required for investigation of the complaint.
The mechanism provides for a detailed complaint and investigation process.
If circumstances so require, the employee can make a complaint directly to the Chairman
of the Audit Committee. The confidentiality of those reporting violations is maintained
and they are not subjected to any discriminatory practice. The said Whistle Blower Policy
has been disseminated on the Company's website at https://www.aiml.in.
43. RISK MANAGEMENT
The Company has developed and implemented a Risk Management framework. The details of
elements of risk are provided in the Management Discussion and Analysis Report attached as
annexure to this Annual Report.
44. INFORMATION UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013. An Internal Complaints Committee consisted with the following persons namely
Ms. Malti Devi-Company Secretary (President), Mrs. Jaspreet Kaur- HR Assistant (Member),
Mr. Rajiv Vasisht- Plant Head (Member), Mr. Rajesh Kumar- HR Head (Member) and Mr. Mandeep
Singh- Production Head (Member) to redress complaints received regarding sexual
harassment. The complaints received by the committee are being dealt in line with the
provisions of the Act.
Details of complaints in relation to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 for the year under review is as follows:
-
Sr. No. Particulars |
No. of Complaints |
1 Number of Complaints filed during FY 2024-25 |
Nil |
2 Number of Complaints disposed of during FY 2024-25 |
Nil |
3 Number of Complaints pending as on end of the FY 2024-25 |
Nil |
45. HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS
During the period under review, the relations between the Management and the workers
were highly cordial. Human resources initiatives such as skill up gradation, training,
appropriate reward & recognition systems and productivity improvement were the key
focus areas for development of the employees of the Company.
Industrial relations remained cordial throughout the year. Your Directors recognizes
and appreciates the sincerity, hard work, loyalty, dedicated efforts and contribution of
all the employees during the year. The Company continues to accord a very high priority to
both industrial safety and environmental protection and these are ongoing process at the
locations of Company.
46. COMPLIANCE WITH MATERNITY BENEFIT ACT 1961
We are committed to the well-being of our employees and offer industry-leading
benefits, including accidental insurance and maternity/paternity coverage in line with
applicable laws. The Company confirms that it is in full compliance with the provisions of
the Maternity Benefit Act, 1961. We are committed to upholding the rights and welfare of
our employees and have implemented all necessary measures to ensure that eligible women
employees receive the benefits and protections mandated under the Act, including maternity
leave and workplace support, as applicable.
47. INSIDER TRADING REGULATIONS
The Board of Directors of the Company has adopted the Code of Conduct for prevention of
insider trading, the Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information, the policy for determination of legitimate purposes, and
policy for enquiry in case of the leak of unpublished price sensitive information in
compliance with the SEBI's Regulations for Prohibition of Insider Trading, and the same
have been uploaded on the Company website.
48. INVESTOR RELATIONS
Your Company always endeavors to promptly respond to shareholders' requests/grievances.
Each and every issue raised by the shareholders is taken up with utmost priority and every
effort is made to resolve the same at the earliest. The Stakeholders Relationship
Committee of the Board periodically reviews the status of the redressal of investors'
grievances.
49. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors wish to place on record the sincere and dedicated efforts of all the
employee of the Company. Your Directors also take this opportunity to offer their sincere
thanks to the Financial Institutions, Banks and other Government Agencies, valued
customers and the investors for their continued support, co-operation and assistance.
| By Order Of The Board |
| For Alliance Integrated Metaliks Limited |
| Sd/- |
| Daljit Singh Chahal |
Date : 02/09/2025 |
DIN: 03331560 |
Place : New Delhi |
Chairman Cum Wholetime Director |