Dear Shareholders,
Your Directors have pleasure in presenting the 28th Annual Report on
the business and operations of the Company to get her with the Audited Statement of
Accounts of Alka India Limited for the year ended March 31, 2022.
1. SUMMARISED FINANCIALHIGHLIGHTS:
A summary of the Company's Financial Results for the Financial Year 20 21-2022 is as
under:
(Amount in lakhs)
|
Standalone |
Consolidated |
| Particulars |
2022 |
2021 |
2022 |
2021 |
| Revenue from operations & other operating Income |
9.50 |
11.02 |
10.29 |
11.02 |
| Profit/ (Loss) Before taxation & Exceptional Items |
(11.54) |
(31.79) |
(12.49) |
(31.79) |
| Add: Exceptional Items |
- |
- |
- |
- |
| Profit/ (Loss) before Tax |
(11.54) |
(31.79) |
(12.49) |
(31.79) |
| Less: Tax expenses |
1.10 |
1.29 |
1.10 |
1.29 |
| Profit/ (Loss) after Taxation |
(12.64) |
(33.09) |
(13.59) |
(33.09) |
| Balance brought forward from the previous year |
- |
- |
- |
- |
| Balance carried forward to next year |
- |
- |
- |
- |
2. ABOUT COVID-19:
The COVID-19 pandemic developed rapidly into a global crisis, forcing governments to
enforce lock-downs of all economic activity. For the Company, the focus immediately
shifted to ensuring the health and well-being of all employees, and on minimizing
disruption to services for all our customers globally.
3. Company Finance Performance:
During the financial year ended March 31, 2022, the total revenue was 10.29 Lakhs
(CONSOLIDATED) & 9.50 Lakhs (STANDALONE). The Company has incurred post tax loss of
Rs. 13.59 lakhs (CONSOLIDATED) & 12.64 Lakhs (STANDALONE) for financial year. The
Board of Directors commends to overcome the losses in the operations of the company. Due
to Covid-19 Pandemic the segments of textile industry has largely affected the financial
performance of the company and efforts has been made to improve the performance of the
company
4. Transfer to Reserve:
The Board of Directors does not propose to transfer any amount to general reserve
account during the financial year ended 31st March,2022.
5. Cash Flow Statement:
The Cash Flow statement for the year 2021-2022 is attached to the Balance Sheet.
6. Dividend:
The Board of Directors of your Company, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any dividend for the
year under review.
7. Secretarial Standards
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating
to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively,
have been duly complied with.
8. Share Capital:
The paid-up Equity Share Capital as at March 31, 2022, 6343.98 Lacs. During the
year under review, the Company has not issued shares with differential opting rights or
has granted any stock options or sweat equity as on March 31, 2021, none of the Directors
of the Company hold instruments convertible into equity shares of the Company. However,
the 25,00,00,000 equity shares issued upon conversion of 25,00,000, Non-cumulative
Preference Shares of Rs 100 is still pending for listing with the BSE Ltd.
9. Management Discussion &Analysis:
In terms of the provisions of Regulation 34 of the Securities In and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management
Discussion & Analysis forms part of the Annual Report.
10. Directors Responsibility Statement:
Pursuant to requirement of Section 134(5) of the Companies Act, 2013, with respect to
Directors Responsibility Statement, Directors of your Company hereby state and confirm
that:
a) in the preparation of the Annual Accounts for the year ended 31st
March, 2022, the applicable accounting standards have been followed along with proper
explanation relating to material departures;
b) they 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 loss of
the company for the same period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting
recordsinaccordancewiththeprovisionsoftheCompaniesAct,2013forsafeguardingtheassets of the
Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the Annual Accounts on a going concern basis;
e) They have laid down Internal Financial Controls in the Company that are adequate and
were operating effectively.
1) Theyhavedevisedpropersystemstoensurecompliancewiththeprovisionsofallapplicablelaws
and these are adequate and are operating effectively.
11. Subsidiaries:
The Company has following subsidiaries:
Vintage FZE (India) Private Limited.
The Company's Policy for determining material subsidiaries is available on the
Company's website at www.alkaindia.in
The financial statements of the Subsidiary Companies as on March 31, 2022, forms
part of Consolidated Financial Statements in compliance with Section 129 and other
applicable provisions, if any, of the Companies Act, 2013 and the same are prepared in
accordance with applicable Accounting Standards. The Financial Statements, both Standalone
and Consolidated, are prepared in accordance with applicable Accounting Standards and as
per Schedule III of the Companies Act, 2013 and applicable rules thereto.
12. Corporate Governance Report:
Pursuant to Schedule V of the SEBI Listing Regulations, the Corporate Governance Report
along with Certificate by the Auditors of the Company on its Compliance, Management
Discussion and Analysis Report forms a part of this Annual Report.
13. Corporate Social Responsibility:
TheprovisionsoftheCompaniesAct,2013regardingCorporateSocialResponsibilityarenotattrac
ted to the Company yet.
14. Internal Control Systems and their Adequacy
ThecompanyhasadequatesystemsofInternalControlcoveringallfinancialandoperationalactivi
ties. The Internal Control is designed to provide reasonable assurance with regard to
maintaining proper accounting controls, protecting assets from unauthorized losses and
ensuring reliability of financial and operational information and proper compliance with
regulations. In the opinion of the Board, an internal control system adequate to the size
of the Company is in place.
15. Insurance:
The Company's property, equipment and stocks are adequately insured against major risks
after taking into account all the relevant factors.
16. Directors and Key Managerial Personnel:
The Changes in the composition of the Board of Directors and Key Managerial Personnel
that took place during the year under review were carried out in compliance with the
provisions of the Act and Listing Regulations.
Retires by rotation
In accordance with the applicable provisions of the Companies Act, 2013 (‘the
Act') and the Articles of Association of the Company, Mr. Ramakant Gokulchand Sharma
(DIN: 03636385), Director retires by rotation at the ensuing Annual General Meeting
(‘AGM') and being eligible, offers himself for reappointment.
Your Directors recommend the re-appointment of Mr. Ramakant Gokulchand Sharma as
a executive director of the company.
Declaration by Independent Director(s):
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation
16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. Here in
after referred to as ‘Listing Regulations'. In the opinion of the Board.
Familiarization programmed for Independent Directors:
TheFamiliarizationProgrammedisformulatedwiththeaimtomaketheIndependentDirectorsof Alka
India Limited aware about their role, responsibilities and liabilities in the Company and
to learn about the nature of the industry in which the company operates business model of
the Company, etc. The policy on Company's familiarization programmed for Independent
Director has been uploaded on the website of the Company at www.alkaindia.in.
Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 read with Rule 8 (4) of the
Companies (Accounts) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance
evaluation of the directors individually as well as the evaluation of the working of its
committees including the Chairman of the Board.
The board's performance for the current year was assessed on the basis of participation
of directors, quality of information provided/available, quality of discussion and
contribution etc. A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering the aforesaid aspects of the Board's
functioning.
TheoverallperformanceoftheBoardandCommitteesoftheBoardwasfoundsatisfactory.Theove rall
performance of Chairman, Executive Directors and the Non-Executive Directors of the
Company is at is factory. There view of performance was based on the criteria of
performance knowledge, analysis, quality of decision making etc.
Nomination and Remuneration Policy
The Board has, on there commendation of the Nomination & Remuneration Committee
framed policy for selection and appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration. The summary of Remuneration Policy is stated in the
Corporate Governance Report and is also available on the Company's website
www.alkaindia.com
17. Auditors & Auditors' Report Statutory Auditor
At 27th Annual General Meeting held on 23rd December ,2021
Members had appointed M/s. Amit Rama Kant, Chartered Accountants, (Firm registration no
009184C) as a Statutory Auditors of the Company for a period of five (5) consecutive years
from the conclusion of 27th Annual General Meeting holds till the conclusion of
the 32ndAnnual General Meeting of the corporation to be held in the year 2026
Internal Auditor:
During the year under review Mr. Brijesh Yadav (Membership No. 168315) Chartered
Accountant is appointed as internal auditor of the company to conduct the internal audit
of the company for the financial year 2021-22. However he has resigned from the post of
internal auditor w.e.f. 14th October, 2021. The Company is in process of
appointing a new internal Auditor.
Secretarial Auditor & their Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s BR Gupta & Co., Company Secretaries, to undertake the Secretarial Audit
of the Company for the financial year 2021-22. The Secretarial Audit Report is annexed
herewith marked as Annexure II (Form MR-3) to this Report. The Secretarial Audit Report
contains qualification, remark.
18. Deposits:
The Company has not accepted any deposits within the meaning of Section 73(1) of the
Companies Act, 2013 and the Rules made thereunder
19. The details in respect of adequacy of internal financial controls with reference to
the financial statements
The Company has adequate internal financial controls beside timely statutory audit,
limited reviews and internal audits taking place periodically.
20. Disclosures Committee:
1. Audit Committee
The Audit Committee comprises two Non-Executive Independent Directors namely Mr.
Alok Jain (Chairman), Ms. Hiramani Babulal Sharma (Member), and Mr. Mohammed Hashim
Ansari (Member). The Audit Committee played an important role during the year. It
coordinated with the Statutory Auditors and other key personnel of the Company and has
rendered guidance in the areas of internal audit and control, finance and accounts. All
the transactions by the Audit Committee were accepted by the Board.
Terms of Reference
The brief terms of reference of Audit Committee are as under -
I. Overseeing the company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct, sufficient and
credible;
II. Examination of the financial statement and the auditors' Examination of the
financial statement and the auditors' report thereon
III. Recommending to the Board, the appointment, reappointment and, if required, the
replacement or removal of the auditor and the fixation of audit fees;
IV. Review and monitor the auditor's independence and performance, and effectiveness of
audit process;
V. Approving initial or any subsequent modification of transactions of the company with
related parties
VI. Scrutinizing inter-corporate loans and investments
VII. Valuation of undertakings or assets of the company, wherever it is necessary;
VIII. Monitoring the end use of funds raised through public offers and related matters
IX. Reviewing, with the management, performance of statutory and internal auditors, and
adequacy of the internal control systems;
X. 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;
XI. To carry out any other function as is mandated by the Board from time to time and/
or enforced by any statutory notification, amendment or modification, as may be
applicable.
XII. To perform such other functions as may be necessary or appropriate for the
performance of its duties.
The Audit Committee duly met Four times during the Financial Year from April 01,
2021 to
March 31, 2022. The dates on which meeting were held are as follows:
| 30.06.2021 |
12.08.2021 |
15.11.2021 |
14.02.2022 |
2. Stakeholders' Relationship Committee
The Company has a Stakeholders' Relationship Committee to oversee grievance and
redressal mechanism and recommended measures to improve the level of investor's services
and to look into and decide matters pertaining to share transfer, duplicate share
certificates and related matters. The Committee comprises of three Directors namely Mr.
Alok Jain, Non-Executive Independent Director (Chairman), Ms. Hiramani Babulal
Sharma, Non-Executive Independent Director (Member), and Mr. Mohammed Hashim Ansari,
Non-Executive Independent Director (Member).
Terms of Reference-
The brief terms of reference of this committee are as under -
Redressal of shareholders' and investors' complaints, including and in respect of:
I. Allotment, transfer of shares including transmission, splitting of shares, changing
joint holding into single holding and vice versa, issue of duplicate shares in lieu of
those torn, destroyed, lost or defaced or where the cages in the reverse for recording
transfers have been fully utilized.
II. Issue of duplicate certificates and new certificates on
split/consolidation/renewal, etc.;
III. Review the process and mechanism of redressal of Shareholders /Investors grievance
and suggest measures of improving the system of redressal of Shareholders /Investors
grievances
IV. Considering and resolving grievances of the security holders of the Company,
including complaints related to the transfer of shares, non-receipt of annual report and
non-receipt of declared dividends;
V. Oversee the performance of the Registrar & Share Transfer Agent and also review
and take note of complaints directly received and resolved them.
VI. Oversee the implementation and compliance of the Code of Conduct adopted by the
Company for prevention of Insider Trading for Listed Companies as specified in the
Securities & Exchange Board of India (Probation of insider Trading) Regulations, 1992
as amended from time to time.
VII. Carrying out any other function contained in the equity listing agreements as and
when amended from time to time.
VIII. To carry out any other function as is mandated by the Board from time to time
and/ or enforced by any statutory notification, amendment or modification, as may be
applicable.
IX. To perform such other functions as may be necessary or appropriate for the
performance of its duties
The Committee duly met Four times during the Financial Year from April 01, 2021 to
March 31, 2022. The dates on which meeting were held are as follows:
| 30.06.2021 |
12.08.2021 |
15.11.2021 |
14.02.2022 |
3. Nomination & Remuneration Committee
The Nomination and Remuneration Committee recommends to the Board the suitability of
candidates for appointment as Key Managerial Personnel, Directors and the remuneration
packages payable to them and other employees. Nomination and Remuneration Committee met
once during the year. The Committee comprises of three Directors namely Mr. Alok Jain,
Non-Executive Independent Director (Chairman), Ms. Hiramani Babulal Sharma, Non
Executive Independent Director (Member), and Mr. Mohammed Hashim Ansari, Executive
Independent Director (Member).
The Committedly three times during the Financial Year from April 01, 2021 to March
31, 2022. The dates on which meeting were held are as follows:
| 30.06.2021 |
12.08.2021 |
15.11.2021 |
14.02.2022 |
Vigil Mechanism / Whistle Blower Policy
Your Company believes in promoting a fair, transparent ethical and professional work
environment. The Board of Directors of the Company has established a Whistle Blower Policy
& Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual
or suspected, fraud or violation of the Company's code of conduct. The said Mechanism is
established for Directors and employees to report their concerns. The policy provides the
procedure and other details required to be known for the purpose of reporting such
grievances or concerns. The same is uploaded on the website of the Company
(www.alkaindia.com).
Meetings of Board
The Board of Directors duly met five times during the financial year from April 01,
2021 to March 31, 2022. The dates on which meetings were held are as follows:
| 30.06.2021 |
12.08.2021 |
15.11.2021 |
01.12.2021 |
14.02.2022 |
Particulars of Loans, Investments, Guarantees by the Company
The provisions of section 186 of the Acting respect of loans and advances given,
investments made and, guarantees given has been complied with by the Company The
particulars of loans, guarantees and investments made/given by the Company in the year
2021-2022 as per Section 186 of the Companies Act, 2013 is stated in the Notes to Account
which forms part of this Annual Report.
Particulars of Contracts or Arrangements with Related Parties
During the year under review, all transactions entered into by the Company with related
parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,2015 were in the ordinary course of
business and on an arm's length basis.
Disclosure of transactions with related parties as required under the Accounting
Standard (AS18) has been made in the notes forming part of the financial statements.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Companies Act, 2013 read with rule 8 (2) of the companies (Account)
Rules, 2014 are given.
There were no materially significant related party transitions that may have potential
conflict with the interest of Company at large with its promoters, directors or relatives
under the scope of Section 188 (1) of the Companies Act, 2013. Information on transactions
with related parties pursuant toSection134(3)(h) of the Act read with rule 8(2) of the
Companies (Accounts) Rules, 2014 are given.
The disclosure on related party transactions has been attached in for Form AOC-2 as
Annexure.
Deposits, Loans and Advances:
Your Company has not accepted any Public Deposits and as such, no amount on account of
principal or interests on public deposits was outstanding, as on March 31, 2022. The
details of loans and advances, which are required to be disclosed in the Company's annual
accounts, pursuant to Regulation 34(3) and 53(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, are mentioned in
Notes to accounts forming a part of this Report.
Policy on Related Party Transactions:
The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules
there under and the Listing Regulations. This Policy was considered and approved by the
Board has been uploaded on the website of the Company at www.alkaindia.in
Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in Company's premises through various interventions and
practices. The Company always endeavors to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013.
21. Extract of Annual Return
In terms of provisions of Section 92 (3) of the Companies Act, 2013, an extract of
Annual Return in prescribed format is annexed to this Report as part of the Annual Report.
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed
herewith. The same is as on 31st March, 2022 the same is posted on the website
of the Company www.alkaindia.in
22. Conservation of Energy, Technology Absorption, Foreign Exchange:
The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to
conservation of energy and technology absorption are not applicable to the Company.
However, the Company has been continuously and extensively using technology in its
operations.
There were no foreign exchange earnings and foreign exchange outgo during the year.
23. Particulars of Employees
The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any
reenactment/modification thereof) in respect of employees of the Company is as follows:
During the period under review the company had two (2) Executive Director, one(1) Non
Executive Director, Four(4) Non Executive Independent Director.
No sitting fees have been paid to any Director during the year. The particulars of the
employees who are covered by the provisions contained in Rule 5(2) and (3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014are:
a) Employed throughout the year: Nil
b) Employed for part of the year: Nil
The remuneration paid to all Key Management Personnel was in accordance with
remuneration policy adopted by the Company. The information required pursuant to section
197(12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect to remuneration to the Whole-time directors and Key
managerial Personnel, is prepared separately forming part of this report.
Having regarded to the first provision of section 136 (1) of the Companies Act, 2013
the Annual Report is being sent to the members of the Company excluding the aforesaid
information. However they said information is available for inspection at the Registered
Office of the Company during business hours on working days.
24. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
SEBI has imposed penalty of Rs. 25,00,000/- on June 27, 2017 and Rs. 50,000/- on March
26, 2018 for non-filing of Action Taken Report (ATR) and non-resolving of investor
disputes within the stipulated period of time. An appeal has been filed for the matter
pertaining to penalty of Rs. 25,00,000/-. The Supreme Court of India has vide its order
dared 24th July 2020 has upheld the order passed by Securities Appellate
Tribunal (SAT). Accordingly, company has provided Liability of Rs. 25 Lacs in the books of
accounts in the financial year 2020-21.
SEBI vide its letter bearing no. SEBI/HO/ISD/OW/P/2017/18183 dated August 7, 2017 has
forwarded a list of 331 suspected shell companies to the Exchange (BSE Ltd.)as identified
by Ministry of Corporate Affairs, out of these 331 companies exchange identified name of
our Company as a suspected shell company and trading in all such listed securities
including our Company were placed in Stage VI of the Graded Surveillance
Measure(GSM).Afterreceivingthenoticefromexchangeregardingsuspected
ShellCompany,theCompanyhasgivenreplyalongwithallsupportingdocumentsasrequiredbyth e
Exchange. The Exchange had considered our detailed reply and satisfied with the same had
removed name of our Company from Stage VI of the Graded Surveillance Measure (GSM).
Further with regards to the matter pertaining to name of our Company in the list of
suspected Shell Company is sub-Judice before the Exchange.
WeassuretheinvestorsthattheCompanyhasnotconductedanyactivitieswhichare in violation of
the law and thus the shareholders be rest assured that the Company shall obtain clean
status from the so called "list of shell companies" very shortly.
Corporate Governance and Shareholders Information
The Company has taken adequate steps to adhere to all the stipulations laid down in
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on
Corporate Governance is included as a part of this Annual report. Certificate from the
Practicing Company Secretary, confirming the compliance with the conditions of Corporate
Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is included as a part of this report.
25. Listing with Stock Exchanges
The Company confirms that it has pending for process the Annual Listing Fees for they
are to BSE where the Company's shares are listed.
26. Appreciation and Acknowledgements:
Your Directors wish to place on record their appreciation and sincere gratitude to the
various Departments of the Central and State Government, Company's Bankers, clients, media
and business constituents for their valuable assistance and support. The Directors also
acknowledge the continued support received from investors and shareholders and the
confidence reposed by them. The Directors place on record their appreciation for the since
are and dedicated services rendered by all the employees of the Company at all levels.
|
For and on behalf of the Board of Directors |
|
|
Alka India Limited |
|
|
Sd/- |
Sd/- |
| Place: Mumbai |
Ashok Panchariya |
Satish Panchariya |
| Date :30.05.2022 |
Director DIN :00377391 |
Chairman & Managing Director DIN:00042934 |
|