Your Directors are pleased to present their 14th Board Report on the business and operations of the company and the Audited Financial Statement of the company for the Financial Year ended on 31st March, 2025 (Reporting Period).
01. Performance Highlight (Standalone)
Your Company has performed during the reporting period as follows
Particulars
|
31.03.2025
|
31.03.2024
|
Revenue from Operations
|
21,530.71
|
19,972.98
|
Other Income
|
545.43
|
195.44
|
Total Revenue
|
22,076.14
|
20,168.42
|
Less: Total Expenditure
|
20,257.74
|
18,717.98
|
Profit / Loss Before Tax
|
1,818.40
|
1,450.44
|
Less: Tax Expenses-Current
|
517.37
|
435.00
|
-Deferred
|
(33.30)
|
4.64
|
Net Profit / Loss after Tax
|
1,334.33
|
1,010.80
|
Earnings Per Share in Rs. (Basic & Diluted)
|
8.84
|
64.53
|
02. State Of Company's Affairs and Operations:
Your Company is engaged into the business of manufacturing of Fiber Glass Reinforced Plastic Products (i.e. Manufacturing and Supplying of FRP Products) with its fully integrated infrastructure plant located at Changodar Gujarat and The Company manufactures wide range of FRP Products.
Standalone Operating Results:
During the year under review, the Standalone Total Revenue of your Company is increased to Rs. 21,530.71 Lakhs for the financial year 2024-25 from Rs. 19,972.98
Lakhs for the previous financial year 2023-24 registering a growth of 7.80 % in the year under review.
Your Company has earned a Profit after Tax (PAT) of Rs. 1,334.33 Lakhs in the financial year 2024-25 as compared to PAT of Rs. 1,010.80 Lakhs in the previous financial year 2023-24 which achieved 32.00% growth in the year under review.
03. Segment reporting:
The company has only one Primary reportable segment viz Fiber Glass Reinforced Polymer Plastic products (i.e. manufacturing & supplying of FRP Products) as per Note No. 37 of Financial Statement.
04. Company Background:
Aeron Composite Limited (CIN: L25209GJ2011PLC065419) was originally incorporated in the name as "Aeron Composite Private Limited" under the Companies Act, 1956 on 13/05/2011. The Company was then converted into a Public Company and the name of the Company was changed to " Aeron Composite Limited " and a Fresh Certificate of Incorporation consequent upon conversion and change of name of Company from Private Limited to Public Limited was issued by the Registrar of Companies, Ahmedabad on 19/06/2024. The company has entered into the primary capital market with an Initial Public Offer of 44,88,000 Equity Shares of Rs. 10/- for cash at a premium of Rs.115/- per share in August 2024 and the equity shares of the Company were listed on NSE Emerge Platform on September 04th, 2024.
05. Dividend
Your Directors are of the view that your Company is currently on the path of growth which requires higher capital deployment to fund the businesses hence need to conserve resources. Keeping in view the objective, Directors do not recommend any dividend.
06. Transfer to Reserves:
During the year, the Board of your Company has not appropriated any amount to the reserves. The profit earned during the year has been carried to the balance sheet of the Company as per Note No. 5 of Financial Statement of the company for F.Y. ended on 31st March, 2025.
07. Change In the Nature of Business
There is no Change in the nature of the business & operation of the Company done during the year under review.
08. Change in Name of the Company:
The Company's name was changed from "AERON COMPOSITE PRIVATE LIMITED" to AERON COMPOSITE LIMITED" effective 19th June, 2024, following its conversion from a Private Limited Company to a Public Limited Company.
09. Change in Capital Structure:
During the year under review, the following changes have been taken place in the Authorised and Paid-up Share Capital of your Company:
The Authorized Share Capital of the company has been increased from Rs. 3,75,00,000 to Rs. 20,00,00,000 divided into 1,92,50,000 equity shares of Rs. 10/- each ranking pari passu in all respect with existing equity shares of the company and 7,50,000 preference shares of Rs. 10/- each.
The company has issued and allotted 1,09,65,500 equity shares of Rs.10/- each as Bonus Shares in the ratio of new 7 equity shares for every 1 equity share held by shareholders of the company.
The company has issued 44,88,000 equity shares of Rs.10/- each for cash at a premium of Rs. 115/- per share aggregating to Rs. 56,10,00,000/- through Initial Public Offer opened on 28/08/2024 and closed on 30/08/2024.
The issued, subscribed and paid-up share capital of the Company has been increased from Rs. 3,75,00,000/- to Rs. 17,02,00,000/-.
The entire share capital of 1,70,20,000 Equity shares of the company have been listed and admitted to dealings on the EMERGE SME platform of the National Stock Exchange of India Limited w.e.f. September 04th, 2024.
10. Alteration of Memorandum of Association:
During the year under review, your Company has altered Name Clause of its Memorandum of Association consequent upon change of name on its conversion from Private Limited into a Public Limited Company and the said alteration was approved by its members at their Extra Ordinary General Meeting held on 06/05/2024.
During the year under review, your Company has altered Main Object Clause of its Memorandum of Association and the said alteration was approved by its members at their Extra Ordinary General Meeting held on 21/06/2024 and the same has been approved vide Certificate of Registration of the Special Resolution Confirming Alteration of Object Clause(s) issued by the office of Registrar of Companies dated 08/07/2024.
11. Alteration of Articles of Association:
During the year under review, your Company has adopted its new set of Articles to commensurate with the requirements of Public Limited Company consequent on conversion of the company from Private Limited into a Public Limited Company and the said alteration was approved by its members at their Extra Ordinary General Meeting held on 06/05/2024.
12. Initial Public Offer ("IPO") and Listing of Equity Shares:
During the year, the company has completed the Initial Public Offer (IPO) pursuant to which 44,88,000 equity shares face value of Rs. 10/- each at premium of Rs. 115/- per share.
The IPO was opened for subscription from 28th August, 2024, to 30th August, 2024. The shares were allotted to applicants on 02nd September, 2024, at the offer price of Rs.125/- per share. The Company's equity shares began trading on the SME Platform (EMERGE) of the National Stock Exchange of India Limited (NSE) from 04th September, 2024.
Out of the proceeds of INR 5,610 Lakh raised from the IPO, INR 1,588.99 Lakh were utilized by the Company during the financial year 2024-25 for the purposes outlined in the prospectus dated 31 August 2024.
The Annual Listing fee for the year 2024-25 has been paid.
13. Sweat Equity Shares:
As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.
14. Differential Voting Rights:
As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Differential Voting Rights.
15. Employee Stock Options:
As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in
As the Members are aware, the shares of your Company are trade-able compulsorily in electronic form and your Company has established connectivity with both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The ISIN allotted to the Company's Equity shares is INE0WL801011.
17. Quality Initiative
The Company continues to sustain its commitment to the highest levels of quality, superior service management, and mature business continuity management. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.
18. Transfer of shares and unpaid/unclaimed dividend to Investor Education and Protection Fund:
During the year under 2024-25, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act, 2013.
19. Directors and Key Managerial Personnel (KMPs):
- Board of Directors and KMPs:
The Board of Directors of the Company consists of (1) Mr. Dilipkumar Ratilal Patel, Chairman & Non-Executive Director, (2) Mr. Pankaj Shantilal Dadhaniya, Whole -Time Director, (3) Mr. Ravi Pankajkumar Patel, Whole-Time Director, (4) Mr. Chirag Chandulal Patel, Managing Director, (5) Mr. Naveen Kumar Mandovara and (6) Mrs. Poonam Neelendu Savalia as Non-Executive Independent Directors of the Company.
In the opinion of the Board, all the 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.
- Change in Constitution of Board of Directors:
a) Mr. Naveen Kumar Mandovara (DIN: 02817059) was appointed as additional independent director of the Company w.e.f. 20/06/2024 and appointed as an independent director w.e.f. 21/06/2024.
b) Mrs. Poonam Neelendu Savalia (DIN: 06791412) was appointed as additional independent director of the Company w.e.f. 20/06/2024 and appointed as an independent director w.e.f. 21/06/2024.
c) Designation of Mr. Pankaj Shantilal Dadhaniya (DIN: 02100802) Changed from Director to Whole-Time Director w.e.f. 21/06/2024.
d) Designation of Mr. Ravi Pankajkumar Patel (DIN: 03427590) Changed from Director to Whole-Time Director w.e.f. 21/06/2024.
e) Mr. Pankajkumar Ratilal Patel (DIN: 00314964) ceased to be a Director upon resignation from the position of Director of the Company w.e.f. 01/04/2024. The Board places on record the appreciation for services during his tenure as a director of the Company.
- Appointment/ Cessation of other KMPs:
a) Mr. Sanjaykumar Jyestharam Oza has been appointed as CFO of the company w.e.f. 20/06/2024.
b) Mr. Vijay Mahendrabhai Dakshini has been appointed as Company Secretary of the company w.e.f. 20/06/2024.
- Retired by Rotation:
Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof and Articles of Association of the Company, Mr. Pankaj Shantilal Dadhaniya (DIN 02100802) (Whole-Time Director), retires by rotation at the 14th Annual General Meeting and being eligible, offers himself for re¬ appointment.
The Board recommends the re-appointment.
- Declaration by the Independent Directors:
The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies Act, 2013 in compliance of Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. During the year under under review, the Non-Executive Directors/Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, paid to them for attending meetings of the Board and Committee of the Company.
- Disclosure by Directors:
The Directors on the Board have submitted requisite disclosure under Section 184(1) of the Companies Act, 2013, declaration of non-disqualification under Section 164(2) of the Companies Act, 2013 and Declaration as to compliance with the Code of Conduct of the Company.
20. Meetings of The Board of Directors:
(A) Board of Directors Meeting
During the financial year 2024-25, there were 15 (Fifteen) meetings of the Board of Directors held on (1) 10/04/2024 (2) 02/05/2024 (3) 03/05/2024 (4) 13/05/2024 (5)20/06/2024(6)22/06/2024(7)27/06/2024(8)10/08/2024(9) 21/08/2024 (10) 27/08/2024 (11) 31/08/2024 (12) 02/09/2024 (13) 25/09/2024 (14) 12/11/2024 and (15) 23/12/2024 in compliance to the provisions of the Companies Act, 2013 and Secretarial Standards issued by the Institute of Company Secretaries of India.
The maximum gap between any two board meetings is not more than 120 days.
The details of attendance of each director at the board meetings held during the year are given below:
Sr.
No.
|
Name of Director
|
No. of Meetings entitled to attend
|
No. of meetings Attended
|
01
|
Dilipkumar Ratilal Patel
|
15
|
15
|
02
|
Chirag Chandulal Patel
|
15
|
14
|
03
|
Pankaj Shantilal Dadhaniya
|
15
|
15
|
04
|
Ravi Pankajkumar Patel
|
15
|
14
|
05
|
Naveen Kumar Mandovara
|
10
|
9
|
06
|
Poonam Neelendu Savalia
|
10
|
9
|
(B) Audit Committee Meeting of Board of Directors
The Company has constituted Audit Committee vide Board Resolution dated 20/06/2024 in compliance with Section 177 of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.
As on 31st March, 2025 the Company's Audit Committee comprised of:
Name of the Director
|
Status in Committee
|
Nature of Directorship
|
Naveen Kumar Mandovara
|
Chairman
|
Non-Executive Independent Director
|
Poonam Neelendu Savalia
|
Member
|
Non-Executive Independent Director
|
Chirag Chandulal Patel
|
Member
|
Managing Director
|
During the financial year 2024-25, there were 4 (Four) Audit Committee meetings held on (01) 22/06/2024 (02) 25/09/2024 (3) 12/11/2024 and (4) 01/03/2025 and all these meetings were attended by all its members.
All the recommendations made by the Audit Committee during the Financial Year 2024-25 were accepted by the Board.
(C) Nomination & Remuneration Committee Meeting of Board of Directors
The Company has formed Nomination and Remuneration Committee vide Board Resolution dated 20/06/2024 as per applicable provisions of the Companies Act, 2013 read with Rule made there under and Regulation 19 of SEBI Listing Regulations.
As on 31st March, 2025 the Company's Nomination and Remuneration Committee comprised of:
Name of the Director
|
Status in Committee
|
Nature of Directorship
|
Naveen Kumar Mandovara
|
Chairman
|
Non-Executive Independent Director
|
Poonam Neelendu Savalia
|
Member
|
Non-Executive Independent Director
|
Dilipkumar Ratilal Patel
|
Member
|
Non-Executive Director
|
During the financial year 2024-25, there were 2 (Two) Nomination and Remuneration Committee Meetings held on (1) 25/09/2024 and (2) 12/11/2024 and all these meetings were attended by all its members.
(D) Stakeholders Relationship Committee Meeting of Board of Directors
The Company has formed Stakeholders Relationship Committee vide Board Resolution dated 20/06/2024 as per the applicable provisions of Section 178(5) of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 20 of SEBI Listing Regulations.
As on 31st March, 2025 the Company's Stakeholders Relationship Committee comprised of:
Name of the Director
|
Status in Committee
|
Nature of Directorship
|
Dilipkumar Ratilal Patel
|
Chairman
|
Non-Executive Director
|
Naveen Kumar Mandovara
|
Member
|
Non Executive
|
|
|
Independent Director
|
Pankaj Shantilal Dadhaniya
|
Member
|
Whole-Time Director
|
During the financial year 2024-25, there were 2 (Two) Stakeholders Relationship Committee Meeting held on (1) 25/09/2024 and (2) 12/11/2024 and all these meetings were attended by all its members.
(E) Corporate Social Responsibility Committee Meeting of Board of Directors
The Company has formed Corporate Social Responsibility Committee vide Board Resolution dated 20/06/2024 as per the applicable provisions of the Companies Act, 2013 read with Rule made thereunder and SEBI Listing Regulations, if any.
As on 31st March, 2025 the Company's Corporate Social Responsibility Committee comprised of:
Name of the Director
|
Status in Committee
|
Nature of Directorship
|
Chirag Chandulal Patel
|
Chairman
|
Managing Director
|
Naveen Kumar Mandovara
|
Member
|
Non-Executive
|
|
|
Independent Director
|
Pankaj Shantilal Dadhaniya
|
Member
|
Whole-Time Director
|
During the financial year 2024-25, there was 1 (One) Corporate Social Responsibility Committee Meeting held on 18/02/2025 and this meeting was attended by all its members.
21. General Meetings
During the Year Under review an Annual General Meeting was held on 25 October, 2024 and 3 (Three) Extra Ordinary General Meetings were held on (1) 22/04/2024, (2) 06/05/2024 and (3) 21/06/2024 in compliance to the provisions of the Companies Act, 2013 and Secretarial Standards issued by the Institute of Company Secretaries of India.
22. Formal evaluation of the performance of the board, committees of the board and individual directors under Section 134(3)(P) of The Companies Act, 2013:
In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of the Board and its Committees and Independent Directors. Further, Independent Directors also reviewed the performance of the Non-Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination and remuneration Committee and Independent Directors Separate Meeting.
The performance of the Board is evaluated based on composition of the Board, its committees, performance of duties and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc.
The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgment.
23. Familiarization Program for Independent Directors:
On appointment, the concerned Directors were issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Familiarization Program for Independent Directors includes regular industry trend updates, site visits, pertinent training programs, information access, and frequent interactions with senior management. Your Company is working to cultivate an enlightened and involved Board that supports efficient governance and value creation by actively engaging independent directors and providing them with the necessary resources.
24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is attached to this Report as "Annexure - A".
25. Particulars of Employees:
The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as "Annexure - B" to this report.
26. Details of Subsidiary, Joint Venture or Associate Companies:
As on March 31,2025 the company does not have any Subsidiary, Joint Venture or Associate Company.
27. Internal Control and their Adequacy
The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.
28. Corporate Social Responsibility (CSR):
Pursuant to the provisions of Section 135(9) of the Companies Act, 2013, where the amount to be spent under Corporate Social Responsibility (CSR) by a company does not exceed fifty lakh rupees, the requirement under Section 135(1) for constitution of the Corporate Social Responsibility Committee is not applicable and the functions of such committee provided under Section 135 of the Act, are discharged by the Board of Directors of the Company. The function of CSR Committee is discharged by the Board under the provisions of Section 135(9) of the Act. Accordingly, the Board has approved the Corporate Social Responsibility (CSR) Policy. CSR Policy is available on the website of the Company at https://www.aeroncomposite.com/investorrelations.html
The Annual Report on CSR Activities during the financial year 2024-25 forming part of this Board's Report is annexed herewith as "Annexure- C" to this report.
29. Related Party Transactions:
All the related party transactions that were entered during the financial year were in the ordinary course of business of the Company and were on arm's length basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company and all Related Party transactions are placed before the Audit Committee for approval.
The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company https://www.aeroncomposite.com/investorrelations.html
Details of material related party Transactions, if any, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements: - There is no any such material related party transactions.
The details of the related party transactions for the financial year 2024-25 is given in notes of the financial statements, forming part of this Annual Report.
30. Auditors
I. Statutory Auditors:
The Members of the Company, at the 13th Annual General Meeting (AGM) held on 25th October, 2024 approved appointment of M/s. Dinesh R. Thakkar & Co., Chartered Accountants, as Statutory Auditors for a term of five consecutive years from the conclusion of 13th AGM to the conclusion of 18th Annual General Meeting.
The Audited Standalone financial results for the year ended March 31, 2025 have been prepared in accordance with the recognition and measurement principles as per Accounting Standards ("AS"). The Notes to the financial statements referred in the Auditors' Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the Statutory Auditors on the financial statements of the Company is a part of this Annual Report.
There were no qualifications, reservations, and adverse remark given by the Statutory Auditors in their Report.
Reporting of frauds by Statutory Auditors:
During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act, committed against the Company by its officers or employees, to the Audit Committee or the Board, the details of which would be required to be mentioned in the Directors' Report.
II. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereof, the Company has appointed M/s M. A. Nakrani & Associates, Practicing Company Secretary, Ahmedabad (Firm Registration No.: S1993GJ11100) to conduct a Secretarial Audit for the year 2024-25. The Secretarial Audit Report for the year ended March 31,2025 is annexed herewith as "Annexure - D" to this Board's Report.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board appointed M/s. G B & Co., Chartered Accountants, Ahmedabad as an Internal Auditor of the Company for conducting internal audit of the Company for F.Y. 2024-25.
IV. Cost Auditor:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules thereof the Board of Directors of the Company has appointed Mr. Alok Sharma, Cost Accountants, Ahmedabad (Firm Registration No.: 100974) as the Cost Auditor of the Company to audit the cost records of the Company for the financial year ending at March 31, 2025. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor will be placed for ratification/approval of Members at the 14th Annual General Meeting. The Company has maintained the cost accounts and records in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof.
31. Material order passed by regulators/courts/tribunals:
There was no material order passed by Regulators/Courts/Tribunals during the year under review impacting the going concern status and company's operations in future.
32. Deposits:
The Company has not accepted any deposits from 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 as per section 73 and 76 of the companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
33. Corporate Governance Report:
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:
a) Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b) Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.
34. Management Discussion and Analysis:
The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forming part of this Annual Report.
35. Particulars of Loans, Guarantees or Investments made under Section 186 of The Companies Act, 2013:
During the financial year under report the company has not made any loan, investment etc. under Section 186 of the Companies Act, 2013 and rules made there under hence no disclosure.
36. Material changes affecting the financial position of the company:
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.
37. Directors' Responsibility Statement:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states:
a) In the Preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
b) The Directors 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 as at the end of the financial year and of the profit /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;
e) The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
38. Adequacy of Internal Financial Control:
The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of business. The Company has an Audit Committee headed by the Independent Director, inter-alia, to oversee company's financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal auditors with management. Further, the Board had appointed Internal Auditor of the Company for the financial year 2024- 25 pursuant to the provisions of Section 138 of the Companies Act, 2013.
39. Compliance With Secretarial Standards:
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
40. Annual Return:
As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with rules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on the website of the Company at https://www.aeroncomposite.com/investorrelations.html.
41. Disclosure Under Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013:
Your Company has always believed in providing a safe and harassment free workplace for every individual working. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.
Your Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has constituted an Internal Complaints Committee pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. POSH Committee has equal representation of men and women and is chaired by senior woman of the Company.
The following is the summary of sexual harassments complaints received and disposed of during the financial year ended March 31,2025.
No. of Complaints Received - Nil
No. of Complaints disposed of - Nil
No. of Cases Pending for more than 90 Days - Nil
42. Risk Management and its Policy:
Your Company's Risk Management practice seeks to sustain the long-term vision and mission of your Company. It continuously evaluates the various risks surrounding the business and seeks to review and upgrade its risk management process. To further endeavor, your Board constantly formulates strategies directed at mitigating these risks which get implemented at the Executive Management level and a regular update is provided to the Board.
The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board that may threaten the existence of the Company.
43. Whistle Blower Policy/Vigil Mechanism:
The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and Directors about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.
The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the policy for vigil mechanism which is available on the website of the Company at https://www.aeroncomposite.com/investorrelations.html.
44. Proceedings Initiated/ Pending against the Company under The Insolvency and Bankruptcy Code, 2016:
There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.
45. Website:
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely https://www.aeroncomposite.com/ containing basic information about the Company. The website of the Company is also containing
information like Policies, Financial Results, Annual Reports 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.
46. Business Responsibility Report
Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to your Company.
47. The 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 along with the reasons thereof:
The above clause is not applicable to your Company as your Company has not entered into any settlement from Banks or Financial Institutions during the year under review.
48. Dematerialization of Shares:
During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up capital of the Company.
49. Meeting Of Independent Directors:
Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent directors of the Company shall hold at least one meeting in a financial year, without the attendance of non-independent directors and members of the Management.
During the year under review, the Independent Directors met on 12/11/2024 inter alia, to:
1) Review the performance of the Non- Independent Directors and the Board of Directors as a whole.
2) Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.
3) Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present in the meeting. At the meeting, the independent directors discussed, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, succession planning, human resources matters and the performance of the executive members of the Board, and the Chairman.
The Board is satisfied with the integrity, expertise and experience (including the proficiency) of the independent directors and their contributions towards the enhancement of operations of the Company.
50. Disclosures Under Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures that all eligible women employees are extended the benefits and protections mandated under the Act, including paid maternity leave and other entitlements. The Company also promotes a gender-inclusive workplace and is committed to supporting the health and well-being of women employees through appropriate workplace policies and practices.
51. Disclosure requirements for certain types of agreements binding listed entities under regulation 30A (2) of SEBI LODR.
There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity as on the date of notification of clause 5A to Para A of Part A of Schedule III of SEBI LODR.
52. Code Of Conduct
The Board of Directors of the Company has adopted a Code of Conduct for Directors and Senior Management and the same is posted on the website of the Company at https://www.aeroncomposite.com/investorrelations.html.
53. Acknowledgement:
Your directors place on records their sincere thanks to employees and workers, bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of Board of Directors of,
AERON COMPOSITE LIMITED
(Formerly known as Aeron Composite Private Limited)
Sd/- Sd/-
Chirag Chandulal Patel Ravi Pankajkumar Patel
Managing Director Whole Time Director
DIN:03380703 DIN:03427590
Date: 20/08/2025 Place: Ahmedabad
|