|
To,
The Members of
AIK PIPES AND POLYMERS LIMITED
Your directors are delighted to present the Eighth (08th) Annual Report of
your esteemed company, showcasing our journey and achievements over the past year along
with the Audited Financial Statements for the Financial Year ended 31st March,
2025, reflecting our dedication to transparency and accountability.
1. Financial summary or highlights/performance of the company:
The Company's Financial performance for the year ended on March 31, 2025 along with
previous year's figures is given hereunder: (Rs. In Lakhs)
| Particulars |
2024-2025 |
2023-2024 |
Revenue from operations |
2509.70 |
3,727.25 |
Other Income |
34.87 |
10.23 |
Total Income |
2544.57 |
3,737.48 |
Profit before Finance Cost, Depreciation & Tax |
279.39 |
482.13 |
Less: Finance Cost |
75.08 |
67.64 |
Less: Depreciation |
38.85 |
29.91 |
Profit before exceptional and extraordinary items and tax |
165.46 |
384.58 |
Less: Exceptional Items |
0.00 |
0.00 |
Profit Before Tax |
165.46 |
384.58 |
Less: Tax Expenses |
|
|
Current Tax |
29.44 |
82.65 |
Deferred Tax |
8.37 |
(39.23) |
Net Profit after Tax |
127.65 |
341.16 |
Earning Per Share |
|
|
Basic (in INR) |
2.01 |
6.69 |
Diluted (in INR) |
2.01 |
6.69 |
2. Brief description of the company's working during the vear/state of company's
affairs:
During the year under review, your Company reinforced its position as a leading
manufacturer of high-quality plastic piping solutions in India. With a strong focus on
durability, innovation, and sustainability, the Company manufactures a comprehensive range
of products including HDPE (High-Density Polyethylene) Pipes and Coils, HDPE Sprinkler
Systems, MDPE (Medium- Density Polyethylene) Pipes, PPR (Polypropylene Random) Pipes, and
Lateral Pipes. These products are widely used across infrastructure, agriculture, water
management, housing, gas distribution, and telecommunication sectors, contributing
meaningfully to India's development.
The Company continues to emphasize stringent quality standards and certifications,
supported by advanced manufacturing facilities and a dedicated in-house R&D
laboratory. This has enabled consistent delivery of reliable, high-performance products
while maintaining operational efficiency and cost competitiveness.
A key highlight of the year was the launch of the Company's complete agri-irrigation
product range under the brand "BANAS", comprising drip systems, mini sprinklers,
and farmer-centric water management solutions. This marks a significant step in
strengthening the Company's presence in the agriculture sector while aligning with
national priorities of water conservation and sustainable farming practices.
On the financial front, the Company delivered robust growth in revenues and
profitability, reflecting its resilience, efficiency, and growing market acceptance of its
products. The management has remained focused on prudent financial discipline, operational
excellence, and customer-centric strategies, ensuring sustained progress despite external
challenges.
The Board and management are diligently exploring new business opportunities, strategic
initiatives, and market expansion plans aimed at driving the Company's long-term growth.
Guided by its vision of quality, innovation, and sustainability, your Company is
well-positioned to capture emerging opportunities and create enduring value for all
stakeholders.
3. Change in the nature of business, if anv: During the year under review, there was no
change in the nature of business of the Company.
4. Transfer to reserves: The Company has not transferred any amount to the reserves
during the current Financial Year.
5. Dividend: To fortify the financial standing of the Company and bolster working
capital reserves, the Board of Directors does not recommend declaring any dividends for
the fiscal year 2024-25.
6. Change in Capital Structure:
During the financial year 2024-25, there were no alterations in the capital structure
of the Company. As on 31st March, 2025, the Authorised Share Capital of the
Company is Rs. 7,00,00,000/- (Rupees Seven Crores only) divided into 70,00,000 (Seventy
Lakhs) Equity Shares of Face Value of Rs.10/- (Rupees Ten Only) and the Issued, Subscribed
and Paid up Equity Share
Capital is Rs. 6,36,30,000/- (Rupees Six Crores Thirty-Six Lakhs Thirty Thousand only)
divided into 63,63,000 (Sixty-Three Lakhs Sixty-Three Thousand) equity shares of Rs. 10/-
(Rupees Ten) each.
7. Subsidiaries, Associates and loint Ventures: The Company does not have any
Subsidiary, Associate and Joint Venture Company within the meaning of Section 2(87) and
2(6) of the Companies Act, 2013.
8. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
The Company did not have any funds remaining unpaid or unclaimed for a period of seven
years. Consequently, no funds were applicable for transfer to the Investor Education and
Protection Fund (IEPF).
9. Annual Return: Pursuant to Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, read with rule 12 of the Companies (Management and Administration)
Rules, 2014, a copy of the Annual Return as on 31st March, 2025 is available on
the link https://www.aikpipes.com/document- list?cat=annual-reports
10. Utilisation of IPO Proceeds:
The Equity Shares of the Company got listed on the BSE SME Platform with effect from 02nd
Day of January 2024. The Company had made an Initial Public Offer of 16,88,000 Equity
Shares at the Offer Price of Rs. 89/- each vide prospectus dated 19th day of
December 2023 on the SME platform of the Bombay Stock Exchange of India Limited i.e. BSE
SME Platform.
The Proceeds from the IPO Net off issue of related expenses (Issue Expenses) is Rs.
2,11.23/- (In lakhs). The object of the same are as follows:
Amount (Rs. in Lakhs)
| S. No. Particulars |
Planned as per Prospectus |
Utilised |
Pending to be Utilised |
| 1 To Meet the Capital Expenditure |
103.02 |
103.02 |
|
| 2 To Meet Working Capital Requirement |
900 |
900 |
|
| 3 General Corporate Purposes |
299.30 |
299.30 |
|
| 4 Issue Expenses |
200 |
200 |
- |
| Total |
1502.32 |
1502.32 |
- |
Utilization of IPO fund: The funds raised by the company through Initial Public Offer
is fully utilized for the purpose for which the amount is raised as mentioned in the
prospectus and there is no deviation or variation in the Utilization of IPO Fund.
11. Board of directors:
a) Composition of Board of Directors:
The Board is properly constituted as per the provisions of the Companies Act, 2013 and
as per provisions of SEBI (LODR) Regulations, 2015.
As on 31st March, 2025, the Company comprised of 6 (Six) Directors, with 3 (Three)
Executive Directors, 1 (One) Non- Executive Non- Independent Director and 2 (Two)
Non-Executive Independent Directors including one-woman director.
In accordance with the provisions of Section 152(6) of the Act read with the rules made
thereunder, Mrs. Tahira Sheikh (DIN: 10194260), Executive Director retired by rotation at
the 07th Annual General Meeting (AGM) of the Company dated 18th July, 2024 and was
reappointed by the shareholders of the Company.
During the financial year 2024-25, no other change took place in the composition of the
Board of Directors.
In accordance with the provisions of Section 152(6) of the Act read with the rules made
thereunder, Mr. Ajayraj Singh Khangarot (DIN: 08374956), Executive Director being longest
in the office from the date of his last appointment shall retire by rotation at the
ensuing 08th AGM and being eligible, has offered himself for re-appointment.
The Board of Directors on the recommendation of the Nomination and Remuneration Committee
("NRC") has recommended his re-appointment.
The composition of the Board of Directors, their attendance and the number of
directorship held by them as on 31st March, 2025:
| Name of Directors |
Category |
No. of Board meetings held during the FY 2024-25 |
No. of Board meetings attended during the FY 2024-25 |
Last AGM Attended (18.07.20 24) |
No. of Director ship in other Public Limited Compani es |
Directors hip in other listed entity (Category of Directors
hip) |
Imran Khan |
Executive,
Managing
Director |
6 |
6 |
Yes |
|
|
Tahira
Sheikh |
Whole
time |
6 |
6 |
Yes |
- |
- |
|
director,
Executive,
Women
Director |
|
|
|
|
|
Ajayraj
Singh
Khangarot |
Executive
Director |
6 |
6 |
Yes |
|
|
Bhagat
Singh
Shekhawat |
Independe nt NonExecutive Director |
6 |
6 |
Yes |
|
|
Pradeep
Kumar
Agarwal |
Independe nt NonExecutive Director |
6 |
6 |
Yes |
1 |
|
Mohammad Hanif Khan |
Non
Executive
Director |
6 |
6 |
Yes |
|
|
b) Number of Board Meetings held and date on which they held:
During the Financial year 2024-25, the members of the Board met 6 (Six) times to
review, discuss and decide about the business of the Company. The maximum gap between any
two meetings was not more than one hundred and twenty days. The attendance of each
Director at Board meetings held during the Financial Year 2024-25.
Name of the
Directors |
Date of Board Meetings and Attendance Sheet |
| 26 th April, 2024 |
15 th May, 2024 |
24th June,
2024 |
17th October,
2024 |
14th November,
2024 |
17th February,
2025 |
Imran Khan |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Tahira
Sheikh |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Ajayraj
Singh
Khangarot |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Bhagat
Singh
Shekhawat |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Pradeep
Kumar
Agarwal |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Mohammad Hanif Khan |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
c) Details of Equity Shares held by the Directors of the Company as on 31st March, 2025
The number of shares held by directors as on 31st March, 2025 are given below:
| Name of the Directors |
Category |
No. of Equity Shares |
Imran Khan |
Executive, Managing Director |
34,00,000 |
Tahira Sheikh |
Whole-time director, Executive, Women Director |
4,85,000 |
Ajayraj Singh Khangarot |
Executive Director |
0 |
Bhagat Singh Shekhawat |
Independent NonExecutive Director |
0 |
Pradeep Kumar Agarwal |
Independent NonExecutive Director |
0 |
Mohammad Hanif Khan |
Non-Executive Director |
500 |
d) Committees of the Board:
There are currently three Committees of the Board, as follows:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders' Relationship Committee
I. Audit Committee:
Terms & Scope of Work of Committee:
1. Oversight of the listed entity's financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct, sufficient
and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of
the listed entity;
3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
aintnum in rirta ikusi in uuhliii
4. Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the board for approval, with particular reference to:
a. matters required to be included in the director's responsibility statement to be
included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by
management;
d. significant adjustments made in the financial statements arising out of audit
findings;
e. compliance with listing and other legal requirements relating to financial
statements;
f. disclosure of any related party transactions;
g. modified opinion(s) in the draft audit report;
5. Reviewing, with the management, the half yearly financial statements before
submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document/ prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public issue or rights issue or preferential issue or qualified institutions
placement and making appropriate recommendations to the board to take up steps in this
matter;
7. Reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the listed entity with
related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there
on;
15. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
18. To review the functioning of the whistle blower mechanism;
19. Approval of appointment of Chief Financial Officer assessing the qualifications,
experience and background, etc., of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the
audit committee.
21. Consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders.
Mandatory review of the following information:
a) Management discussion and analysis of financial condition and results of operations;
b) Management letters / letters of internal control weaknesses issued by the statutory
auditors;
c) Internal audit reports relating to internal control weaknesses; and
d) The appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee.
e) Statement of deviations:
> Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
> Annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice in terms of Regulation 32(7).
Composition, Meeting and Attendance of the Committee:
As on 31st March, 2025, the Committee consists of 3 (Three) Members. All the Members of
the Committee are financially literate and possess strong accounting and related financial
management expertise. The Company Secretary of the Company acts as Secretary to the Audit
Committee.
The composition and attendance of the Committee members at the Committee meetings held
during the Financial Year 2024-25 are as follows:
Name of the Committee Members |
Category |
Date of Committee Meetings and Attendance Sheet |
| 26 th April, 2024 |
15 th May, 2024 |
24th June,
2024 |
17th October,
2024 |
14th November,
2024 |
17th February,
2025 |
Mr. Bhagat Singh
Shekhawat |
Independent
Director
(Chairman) |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Mr. Ajayraj Singh Khangarot |
Executive
Director
(Member) |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Mr. Imran Khan |
Executive
Director
(Member) |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
II. Nomination and Remuneration Committee:
Terms & Scope of Work of Committee:
1. Identify persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the Board
their appointment and removal;
27 Annual Report 2024-25
2. Formulate the criteria for determining the qualifications, positive attributes and
independence of a director and recommend to the Board of Directors a policy relating to
the remuneration of the directors, Key managerial personnel and other employees;
3. Formulation of criteria for evaluation of performance of independent directors and
the board of directors;
4. Devising a policy on diversity of board of directors;
5. Whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors;
6. Recommend to the board, all remuneration, in whatever form, payable to senior
management;
7. To consider such other matters as the Board may specify and other areas that may be
brought under the purview / role of Committee as specified in SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 as and when
amended.
Composition, Meeting and Attendance of the Committee:
As on 31st March, 2025, the Committee consists of 3 (Three) Members. The Company
Secretary of the Company acts as Secretary to the Nomination and Remuneration Committee.
The composition and attendance of the Committee members at the Committee meetings held
during the Financial Year 2024-25 are as follows:
Name of the Committee Members |
Category |
Date of Committee Meetings and Attendance Sheet |
| 26th April, 2024 |
17th October, 2024 |
Mr. Pradeep Kumar Agarwal |
Independent Director (Chairman) |
Yes |
Yes |
Mr. Bhagat Singh Shekhawat |
Independent Director (Member) |
Yes |
Yes |
Mr. Mohammad Hanif Khan |
Non-Executive Director (Member) |
Yes |
Yes |
III. Stakeholders' Relationship Committee:
Terms & Scope of Work of Committee:
1. Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings
etc.;
2. Review of measures taken for effective exercise of voting rights by shareholders;
3. Review of adherence to the service standards adopted by the listed entity in respect
of various services being rendered by the Registrar & Share Transfer Agent;
4. Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company;
5. To approve/decide any matters/issues incidental/necessary or connected with the
aforesaid.
Composition, Meeting and Attendance of the Committee:
As on 31st March, 2025, the Committee consists of 3 (Three) Members. The
Company Secretary of the Company acts as Secretary to the Stakeholders Relationship
Committee.
The composition and attendance of the Committee members at the Committee meetings held
during the Financial Year 2024-25 are as follows:
| Name of the Committee Members |
Category |
17 th February, 2025 |
Mr. Mohammad Hanif Khan |
Non-Executive
Director
(Chairman) |
Yes |
Mr. Bhagat Singh Shekhawat |
Independent Director (Member) |
Yes |
Mrs. Tahira Sheikh |
Whole-Time Director (Member) |
Yes |
12. Key Managerial Personnels (KMP's)
Pursuant to the provisions of Section 203 and Section 2(51) of the Companies Act, 2013,
Mr. Imran Khan, Managing Director, Mrs. Tahira Sheikh, Chief Financial Officer and Ms.
Himanshi Khandelwal, Company Secretary are the Key Managerial Personnels of the Company as
on 31st March, 2025.
Change in Key Managerial Personnel
The Board of Directors on the recommendation of Nomination and Remuneration Committee
at their meeting held on 17th October, 2024, approved the appointment of Ms. Himanshi
Khandelwal (ACS 74427) as the Company Secretary and Compliance Officer of the Company in
place of Mrs. Payal Jain, Company Secretary and Compliance Officer, who resigned on 15th
October, 2024.
13. Declaration by Independent Directors:
Your Company has received declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of independence pursuant to Section
149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The terms and conditions of appointment of Independent Directors are as per Schedule IV
of the Act.
The names of Independent Directors are included in Independent Director's data bank
maintained with the Indian Institute of Corporate Affairs ('IICA') in terms of Section 150
of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment &
Qualification of Directors) Rules, 2014, as amended.
The Board is of the opinion that the Independent Directors possess the requisite
integrity, experience, expertise and proficiency required under all applicable laws and
the policies of the 29 Annual Report 2024-25
Bank and none of the Directors are disqualified for being appointed as Director as
specified in Section 164(1) & (2) of the Act and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
14. Independent Directors Meeting:
Pursuant to the Regulation 25(3) of the Listing Regulations, a meeting of the
Independent Directors was held on 24th March, 2025 without the attendance of
Non- Independent Directors and members of management to inter-alia to:
1. To review the performance of non-independent directors and the Board of Directors as
a whole;
2. To review the performance of the Chairman of the Company, taking into account the
views of executive directors and non-executive directors;
3. To assess the quality, quantity and timeliness of flow of information between the
management of the company and the board of directors that is necessary for the board of
directors to effectively and reasonably perform their duties.
All the Independent Directors were present at the Meeting.
15. Familiarization Programme for Independent Directors:
In compliance with the requirements of the Companies Act, 2013 ("Act") and
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has put in place a familiarization programme for the Independent
Directors to familiarize them with their role, rights, and responsibility as Directors,
the working of the Company, nature of the industry in which the Company operates, business
model etc. The details of such familiarization programmes imparted to Independent
Directors are posted on the website of the Company at
https://www.aikpipes.com/document-list?cat=Corporate-Governance
16. General Meetings:
| Type of Meeting |
Day and Date of Meeting |
Venue |
No of Special Resolutions passed |
Annual General Meeting 2022-23 |
Saturday,
30th
September,
2023 |
Registered Office (Deemed venue, meeting held through Video
Conferencing (VC) |
NIL |
Annual General Meeting 2023-24 |
Thursday, 18th July, 2024 |
Registered Office (Deemed venue, meeting held through Video
Conferencing (VC) |
NIL |
17. Annual Evaluation of Performance of the Board:
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual evaluation of its own performance, the directors individually, as well as the
evaluation of the working of its committees. The Company has devised a questionnaire to
evaluate the performances of each of Executive and Independent Directors. Such questions
are prepared considering the business of the Company and the expectations that the Board
have from each of the Directors.
The evaluation framework for assessing the performance of Directors comprises of the
following key areas:
i. Attendance of Board Meetings and Committee Meetings;
ii. Quality of contribution to Board Deliberations;
iii. Strategic perspectives or inputs regarding future growth of the Company and its
performance;
iv. Providing perspectives and feedback going beyond information provided by the
management.
The Board of Directors expressed their satisfaction with the evaluation process. The
Board of Directors also evaluated the functioning/performance of Audit Committee,
Stakeholders Relationship Committee, and Nomination & Remuneration Committee and
expressed satisfaction with their functioning/ performance.
18. Auditors and Auditor's Report:
(a) Statutory Auditor
Pursuant to Section 139 of the Companies Act, 2013, M/s R P Khandelwal &
Associates, Chartered Accountants (FRN: 001795C) were appointed as Statutory Auditor to
fill the casual vacancy caused by resignation of M/s S A S P & Associates, Chartered
Accountants (FRN: 025929C) to hold office up to the conclusion of 07th Annual General
Meeting of the Company for conducting the statutory audit of the Company for the FY
2023-24.
Further M/s S A S P & Associates, Chartered Accountants (FRN: 025929C) were
appointed as Statutory Auditor of the Company from the conclusion of 07th Annual General
Meeting up to the conclusion of 12th Annual General Meeting of the Company to be held in
the year 2029.
Further Audit Report does not contain any qualifications, reservations or adverse
remark. The notes to the financial statements are self-explanatory and hence do not call
for any further explanations or comments by the Board under Section 134 of the Companies
Act 2013.
The Statutory Auditors have confirmed their eligibility under Section 141 of the Act.
Further, as required under the relevant provisions of Listing Regulations, the Statutory
Auditors had also confirmed that they had subjected themselves to the peer review process
of the Institute of Chartered Accountants of India ("ICAI") and they hold a
valid certificate issued by the Peer Review Board of ICAI.
(b) Secretarial Auditor
Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made
thereunder, The Board of Directors has appointed M/s H KHANDELWAL & Associates,
Practicing Company Secretaries (FRN: S2020RJ747000) as Secretarial Auditor of the Company
for the FY 2023-24 on 26th April, 2024.
Further on 24th June, 2024, the Board has approved the re-appointment of M/s H
KHANDELWAL & Associates, Practicing Company secretaries (FRN: S2020RJ747000) as
Secretarial Auditor of the Company for the FY 2024-25.
Accordingly, they have conducted Secretarial Audit for the Financial Year 2024-25 and
Secretarial Audit Report in Form MR-3 is enclosed herewith as Annexure-II.
Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024 dated 13th December, 2024, the Board of Directors upon the
recommendation of the Audit Committee proposes to the shareholders the appointment of M/s
H KHANDELWAL & Associates, Practicing Company secretaries (FRN: S2020RJ747000) as
Secretarial Auditor of the Company for a term of 5 (Five) consecutive years up to FY
2029-30.
(c) Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made
thereunder, the Board of Directors of the Company has appointed M/s SASH & Associates,
Chartered Accountant (FRN: 019934C) as the Internal Auditors to conduct the Internal Audit
of the Company for the Financial Year 2024-25. The Internal Auditors reports directly to
the Audit Committee of the Board. The Audit Committee regularly reviews the audit findings
as well as the adequacy and effectiveness of the internal control measures.
Further, the Board on recommendation of Audit Committee has approved the re appointment
of M/s SASH & Associates, Chartered Accountant (FRN: 019934C) as Internal Auditors of
the Company to carry out internal audit for the Financial Year 2025-26. They have
confirmed their eligibility for the said reappointment.
(d) Cost Auditor
Pursuant to section 148 of companies Act 2013 and rules made thereunder the requirement
to appoint the Cost Auditor is not applicable on the company during the year. Therefore,
the requirement of maintaining cost records is also not applicable on the Company.
(e) Instance of Fraud, if any, reported by the Auditors
During the year under review, the Statutory Auditors, Secretarial Auditors and Internal
Auditors have not reported any instances of frauds committed in the Company by its
officers or employees under Section 143(12) of the Companies Act, 2013.
19. Nomination and Remuneration Policy:
The Company has framed a Nomination and Remuneration Policy on Director's appointment
and remuneration including criteria for determining qualifications, positive attributes
and independence of a director and other matters pursuant to Section 178 of the Companies
Act,
(Rs. in Lakhs)
| Name of the Director |
Salary and Allowances |
Perquisites |
Commission |
Total |
Imran
Khan |
18.00 |
|
|
18.00 |
Tahira
Sheikh |
12.00 |
|
|
12.00 |
Ajayraj
Singh
Khangarot |
8.00 |
|
|
8.00 |
21. Corporate Social Responsibilities (CSR):
Pursuant to Section 135 of Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the CSR provisions are not applicable to the
Company during the FY 2024-25.
22. Director's responsibility statement:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, in respect of Director's
Responsibility Statement, the Directors to the best of their knowledge hereby state and
confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
ii. 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;
iii. 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;
33 Annual Report 2024-25
2013 and Regulation 19(4) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Specified in Part D of the Schedule II).
The detailed Nomination & Remuneration Policy is also available on the website of
the Company at
https://www.aikpipes.com/public/admin/assets/images/documents/nominationremuneratio
npolicy.pdf
20. Remuneration Paid to Directors during the FY 2024-25:
During the year, the Company has paid remuneration as mentioned below:
iv. The Directors had prepared the annual accounts on a going concern basis;
v. 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;
vi. 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.
23. Compliance with Secretarial Standards issued by ICSI:
The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standards
(SS) on various aspects of corporate law and practices. The Company has duly complied with
all the applicable Secretarial Standards.
24. Non-applicability of corporate governance:
As our Company has been listed on SME Emerge Platform of Bombay Stock exchange Limited
(BSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as
specified in regulation 17 to 27 and Clauses (b) to (i) and (t) of sub regulation (2) of
Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company.
Hence, Corporate Governance Report does not form a part of this Board Report.
25. Internal Financial Controls:
The Company maintains a robust internal financial control system to ensure the orderly
and efficient conduct of its business operations. These encompass adherence to internal
policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy
and completeness of accounting records, and the timely preparation of accurate financial
information.
The Audit Committee regularly reviews the adequacy and effectiveness of the internal
control systems and provides recommendations for their continuous improvement.
During the year under review, neither the Internal Auditor nor the Statutory Auditors
has given modified opinion on the efficiency or effectiveness of internal financial
controls of the Company.
26. Risk Management:
Your Company has a Risk Management Policy which identifies and evaluates business risks
and opportunities. The Company recognize that these risks need to be managed and mitigated
to protect the interest of the stakeholders and to achieve business objectives. The risk
management framework is aimed at effectively mitigating the Company's various business and
operational risks, through strategic actions. The Risk Management policy may be accessed
on the Company's website at the Weblink:
https://www.aikpipes.com/public/admin/assets/images/documents/Risk Management Polic
y.pdf
27. Vigil Mechanism/Whistle Blower Policy:
The Company has adopted a Whistle Blower Policy and Vigil Mechanism in compliance with
the provisions of the Section 177(9) of the Companies Act, 2013 and the applicable rules
thereunder and regulation 22 of the Listing Regulations. This policy establishes a vigil
mechanism for directors, employees and other persons to report concerns about suspected
unethical behaviour, malpractice, abuse, or other instances of wrongdoing within the
company. The said mechanism also provides for adequate safeguards against victimisation of
the persons who use such mechanism and makes provision for direct access to the
Chairperson of the Audit Committee.
During the Financial Year under review, no whistle blower event was reported and
mechanism is functioning well. No personnel have been denied access to the Chairperson of
Audit Committee. The policy is available on the website of the Company at
https://www.aikpipes.com/public/admin/assets/images/documents/vigil-mechanism-and-
whistle-blower-policy.pdf
28. Code of Conduct for Board and Senior Management Personnel
The Board had laid down a code of conduct for all Board members and Senior Management
Personnel (SMP's) of the Company. The Code of Conduct anchors ethical and legal behaviour
within the Company. In accordance with Regulation 26(3) of SEBI Listing Regulations, 2015,
the Board members and Senior Management personnel have affirmed compliance with the Code
of Conduct of the Company in the year under review.
The Company's code of conduct for all Board members and Senior Management Personnel
(SMP's) can be accessed on the website of the Company at
https://www.aikpipes.com/public/admin/assets/images/documents/code-of-buisness-
conduct-ethics-for-director-senior-management-executives.pdf
29. Policies:
Your Board seeks to promote and follow the highest level of ethical standards in all
our business transactions guided by our value system. Listing Regulations mandate, the
formulation of certain policies for all listed companies. The policies are available on
the Company's website at https://www.aikpipes.com/document-list?cat=policies.The policies
are reviewed periodically by the Board and updated as needed.
30. Disclosures under sexual harassment of women at workplace (Prevention, Prohibition
& Redressal) Act. 2013:
Your Company is committed to creating and maintaining an atmosphere in which employees
can work together, without fear of sexual harassment, exploitation and intimidation.
Accordingly, 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
& Redressal) Act 2013. An Internal Complaints Committee (ICC) was set up to redress
complaints received regarding sexual harassment. All employees (Permanent, Contractual,
temporary, trainees) are covered under this policy.
No. of Complaints pending at the beginning of the year |
Nil |
No. of Complaints received during the year |
Nil |
No. of Complaints disposed of during the year |
Nil |
No. of cases pending at the end of the year |
Nil |
31. Management Discussion and Analysis Report:
As required under Regulation 34(2)(e) of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing
Regulations") the Management Discussion and Analysis Report of the Company for the
year under review is presented in a separate section forming the part of the Annual Report
is attached here with as "Annexure - III".
32. Particulars of loans, guarantees, or investments:
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
read with the Companies (Meetings of Board and its Powers) Rules, 2014 forms a part of the
Note No. 3 to the financial statements provided in this Annual Report.
33. Particulars of contracts or arrangements with related parties:
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3) of the Companies
Act in Form AOC-2 is applicable as per "Annexure- I".
The Company's Policy on transactions with related parties as approved by the Board is
also available on the website of the Company at
https://www.aikpipes.com/public/admin/assets/images/documents/policv-on-related-partv-
transactions.pdf
34. Particulars regarding Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo:
Your Company continuously strives to conserve energy, adopt environment friendly
practices and employ sustainable technology for more efficient operations.
The particulars in respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the
Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are
given as under:
The following is a summary of sexual harassment complaints received and disposed of
during the year:
A. Conservation of Energy:
The steps taken or impact on conservation of energy:
i. The operations of your Company are not energy intensive. However, adequate measures
have been initiated to reduce energy consumption.
ii. The capital investment on energy conservation equipment's: Nil
B. Technology Absorption:
i. Company firmly believes that adoption and use of technology is a fundamental
business requirement for carrying out business effectively and efficiently
ii. The efforts made towards technology absorption: Not Applicable.
iii. The benefits derived like product improvement, cost reduction, product development
or import substitution: Not Applicable.
iv. In case of imported technology (imported during the last three years reckoned from
the beginning of the Financial Year): Not Applicable.
v. Company has not incurred any expenditure on Research and Development during the year
under review.
C. Foreign exchange earnings and outgo:
There was neither inflow nor outflow of foreign exchange during the year.
35. Prevention of Insider Trading:
In accordance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 as amended (the Regulations), the Board has adopted a Code of
Conduct to regulate, monitor and report Trading by Insiders (the 'Code') for prevention of
insider trading. The Code lays down guidelines and procedures to be followed and
disclosures to be made by Designated Persons and other connected persons while dealing in
the Company's shares. The Code, inter alia, contains regulations for preservation of
unpublished price sensitive information, pre-clearance of trades, etc.
The Company's code of conduct for prevention of Insider Trading can be accessed on the
website of the Company at
https://www.aikpipes.com/public/admin/assets/images/documents/code-of-conduct-for-
prevention-of-insider-trading.pdf
36. Details of application made or any proceeding pending under the insolvency and
bankruptcy code, 2016: During the period under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code,
2016.
37. Details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the banks or financial
institutions:
During the period under review, there has been no one-time settlement of Loan taken
from Banks and Financial Institutions.
38. Material Changes and Commitments:
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the Financial year of the Company to which the financial
statements relate and the date of this report.
However, the Company has shifted its registered office from F-9 Vinayak Enclave,
Vaishali Nagar, Jaipur, Rajasthan, India, 302021 to Office No. 506, 5th Floor, Elements
Mall, Ajmer Road, Jaipur, Rajasthan, 302021.
39. Maternity Benefit
During the period under review, The Company has complied with the provisions relating
to the Maternity Benefit Act, 1961.
40. Other statutory disclosures:
During the year under review:
1. No significant and material orders were passed by the Regulators/ Courts/ Tribunals
which impact the going concern status and Company's operations in future.
2. The Company has not issued any debentures, warrants, bonds, sweat equity shares, any
shares with differential rights or any convertible & nonconvertible securities during
the year under review.
3. No deposits have been accepted by the Company from the public. and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the Balance Sheet.
4. Other disclosures with respect to Board's Report as required under the Companies
Act, 2013 read with the Rules notified thereunder and the Listing Regulations are either
Nil or Not Applicable.
41. Acknowledgement:
The Board of Directors would like to place on record their appreciation and sincere
thanks to the State Governments, Government agencies, Banks & Financial Institutions,
customers, shareholders, vendors and other related organizations, who through their
continued support
and co-operation have helped, as partners in your Company's progress. Your directors,
also acknowledge the hard work, dedication and Commitment of the employees.
|
For and on behalf of the Board of Directors For AIK Pipes and Polymers
Limited |
Date: 05th September, 2025
Place: Jaipur |
Imran Khan Ajayraj Singh Khangarot Managing Director Director (DIN:
07938677) (DIN: 08374956) |
|