To,
The Members,
A-1 ACID LIMITED
With an immense pleasure, the Board of Directors of your Company "A-1 ACID
LIMITED" are delighted to present the 19th Annual Report on business and
operations of the Company together with the Audited Standalone & Consolidated
Financial Statements for the Financial Year ended 31st March, 2023.
FINANCIAL PERFORMANCE FOR THE FINANCIAL YEAR 2022-23:
The summarized comparison of Audited Standalone & Consolidated Financial
Performance of the Company for the Financial Year 2022-2023 and the Financial Year
2021-2022 is given below:
(Rs. In Lakhs]
|
Standalone |
Consolidated |
Particulars |
Financial Year 2022-23 |
Financial Year 2021-22 |
Financial Year 2022-23 |
Financial Year 2021-22 |
|
fFY 2023] |
(FY 2022] |
[FY 2023] |
[FY 2022] |
Revenue from Operations |
33059.80 |
31036.04 |
33059.80 |
31036.04 |
Other Income |
635.06 |
400.81 |
635.06 |
400.81 |
Total revenue |
33694.86 |
31436.5 |
33694.86 |
31436.5 |
Operating Profit [Before Finance Cost, Depreciation &
Amortisation and Exceptional items and Tax Expense] |
1059.82 |
1303.69 |
1065.7 |
1318.3 |
Less: Finance Cost |
183.41 |
120.66 |
183.41 |
120.66 |
Profit before Depreciation & Amortisation and
Exceptional items and Tax Expense |
876.41 |
1183.03 |
882.29 |
1197.64 |
Less: Depreciation & Amortisation |
400.04 |
334.66 |
400.04 |
334.66 |
Profit before Exceptional and Extraordinary item and Tax |
476.37 |
848.37 |
482.25 |
862.98 |
Less: Exceptional items (Impairment Loss] |
0.00 |
0.00 |
0.00 |
0.00 |
Profit before Tax |
476.37 |
848.37 |
482.25 |
862.98 |
Less: Net Current Tax Expense pertaining to current year |
162.62 |
228.81 |
162.62 |
228.81 |
Less/(Add]: Tax Adjustments of earlier year |
[15.21] |
0.00 |
[15.21] |
0.00 |
Less/fAdd]: Deferred Tax |
[32.46] |
[10.96] |
[32.46] |
[10.96] |
Profit after Tax |
361.42 |
630.52 |
367.30 |
645.13 |
Share of Profit/ (loss) from associate |
0.00 |
0.00 |
(5.88) |
(14.61) |
Net profit after tax and share of profit/(loss) from Associate |
361.42 |
630.52 |
361.42 |
630.52 |
Other Comprehensive income/floss) Net of tax |
0.00 |
0.00 |
0.00 |
0.00 |
Total Comprehensive income/floss) Net of tax |
361.42 |
630.52 |
361.42 |
630.52 |
Earnings per share for continuing operation |
|
|
|
|
Basic |
3.14 |
5.48 |
3.14 |
5.48 |
Diluted |
3.14 |
5.48 |
3.14 |
5.48 |
DIVIDEND:
The Board of directors declared dividend of Rs. 1.50 per share on 1,15,00,000 equity
shares of Rs. 10/- each fully paid for the year ended on 31st March,2023.
Since there was no unpaid / unclaimed dividend in the Company, the Company is not
required to transfer any amount to the Investor Education and Protection Fund as required
under the provision of Section 125 of the Companies Act, 2013.
The Company, the Board of Directors are pleased to recommended the Final Dividend @ 15%
on its paid-up equity share capital i. e. 1.5 Rs. per equity share for the Financial Year
2022-23 amounting toRs. 1,72,50,000 vide approval of Board of Directors in its meeting
held on2 nd August, 2023. Further, the dividend, if declared with the approval
of shareholders in the ensuing AGM shall be paid to those members whose names will appear
in the Register of Members of the Company as the beneficial owners for availing dividend
as per the list of Register of Members which shall be furnished by the Registrar &
Transfer Agent fi.e. M/s. Cameo Corporate Service Limited") of the Company as on
Record date i. 21st August, 2023.
The shareholders are hereby notified again that the information pertaining to the Tax
Deduction at Source on Dividends paid which have become taxable in the hands of
shareholders themselves w.e.f. 1st April, 2020 in pursuance to the amendment in
Finance Act, 2020, has been mentioned in the notes to the Notice of this AGM which forms
part of this Annual Report
TRANSFER TO RESERVE& SURPLUS:
The standalone and consolidated net profit of the company for F.Y. 2022-23 is Rs.
361.42 Lakhs. The profit of F.Y. 2022-23 has been transferred to the retained earnings
accounts.
COMPANY'S PERFORMANCE AND STATE OF AFFAIRS:
On a standalone basis, the revenue from operations for FY 2022-23 was Rs. 33059.80
Lakhs over the previous year's revenue from operations of Rs.31036.04 Lakhs which is 6.52
% more than previous year revenue from operations. Net Profit after tax for FY 2022-23 was
Rs. 361.42 Lakhs against the previous year's Net Profit after tax of Rs. 630.52 Lakhs.
On a consolidated basis, the revenue from operations for FY 2022-23 was Rs. 33059.80
Lakhs over the previous year's revenue from operations of Rs.31036.04 Lakhs which is 6.52
% more than previous year revenue from operations. Net Profit after tax for FY 2022-23 was
Rs. 361.42 Lakhs against the previous year's Net Profit after tax of Rs. 630.52 Lakhs.
On standalone and consolidated basis Earnings per Share forFY 2022-23 was Rs. 3.14
against the previous year's Earnings per Share of Rs. 5.48.
The Company definitely provide better results to the shareholders in upcoming year via
better performance.
BASIS OF PREPARATION OF FINANCIAL STATEMENTS;
The Annual Standalone & Consolidated Audited Financial Statements for the Financial
Year 2022-2023, forming part of this Annual Report, have been prepared in accordance with
Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013
read with Companies (Indian Accounting Standard] Rules, 2015 and requirements of Schedule
III of Companies Act, 2013 and applicable Rules (hereinafter referred to as "the
Act") and in accordance with applicable regulations of Securities and Exchange Board
of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 (hereinafter
referred to as the "Listing Regulations").
In accordance with the provisions of Section 136(1) of the Act, the Company has placed
on its website www.alacid.com the below:
Annual Report of the Company including Standalone and Consolidated Financial
Statements for the Financial Year 2022-2023:
These documents will also be available for inspection during working hours at the
Registered Office of the Company at Ahmedabad, Gujarat Any member interested in obtaining
such document may write to the Company Secretary and the same shall be furnished on
request.
CODES OF CONDUCT:
The Board of Directors has formulated, implemented and has in place a comprehensive
"Code of Fair Disclosure of Unpublished Price Sensitive Information" &
"Code of Conduct for Prevention of the Insider Trading" (hereinafter known as
"Codes of Conduct") for regulating, monitoring and reporting the trading by
Designated persons of the Company which exemplifies the spirit of good ethics and
governance and is applicable to the Designated personnel's of the Company which includes
Promoters, Promoter Group, KMPs, Directors, Heads and such other employees of the Company
and others as may be approved by the
Board of Directors from time to time based on the fact of who are expected to have
access to unpublished price sensitive information. The Codes of Conduct of the Company
lays down guidelines advising the Designated Personnel's on procedures to be followed and
disclosures to be made while dealing with the shares of the Company and cautioning them of
consequences of violations Further, the Board Members and Senior Management personnel have
affirmed compliance with the code of conduct A declaration in regard to compliance with
the Codes of Conduct for the Financial Year 2022-23 has been received by the Company from
the Managing Director and is duly annexed to the Corporate Governance Report, which forms
part of this Annual Report. The Codes of Conduct are placed on the website of the Company www.alacid.com.
QUALITY INITIATIVE;
The Company continues to sustain its commitment to the highest levels of quality,
superior product 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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments, affecting the financial position
of the Company which occurred between the end of the financial year of the Company to
which the financial statements relate and the date of this report.
SHARE CAPITAL:
During the period under review, there has been no change in the authorised share
capital and paid-up share capital of the Company which stands at Rs. 20,00,00,000/-
(Rupees Twenty Crores) divided into2,00,00,000 (Two Crore only) equity shares of Rs. 10/-
each and Rs. 11,50,00,000/- (Rupees Eleven Crore Fifty Lakhs only) divided intol,15,00,000
(One Crore Fifteen Lakhs) equity shares of Rs. 10/- each respectively.
LISTING INFORMATION:
The Equity Shares in the Company are continued to be listed with BSE Platform and in
dematerialized form. The ISIN No. of the Company is INE911Z01017.
MIGRATION FROM BSE SME EXCHANGE TO MAIN BOARD:
The Company obtained shareholders approval for migration of SME exchange to main board
on 7th March,2022 through postal ballot. The Company migrated from BSE SME to
main board of BSE w.e.f. 7th July, 2022.
STATEMENT PURSUANT TO LISTING AGREEMENT:
The Equity Shares are listed at Bombay Stock Exchange Limited. The Annual Listing fees
for the year 2023-24 has been paid.
DEPOSITS FROM PUBLIC:
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.
PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:
Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013
from the part of the notes to the Financial Statements provided in this Annual Report.
CHANGE IN THE NATURE OF BUSINESS:
There is no Change in the nature of the business of the Company done during the year. INTERNAL
FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company implemented suitable controls to ensure its operational, compliance and
reporting objectives. The Company has adequate policies and procedures in place for its
current size as well as the future growing needs. These policies and procedures play a
pivotal role in the deployment of the internal controls. They are regularly reviewed to
ensure both relevance and comprehensiveness and compliance is ingrained into the
management review process.
Adequacy of controls of the key processes is also being reviewed by the Internal Audit
team. Suggestions to further strengthen the process are shared with the process owners and
changes are suitably made. Significant findings, along with management response and status
of action plans are also periodically shared with and reviewed by the Audit Committee. It
ensures adequate internal financial control exist in design and operation.
M/s. S V R P & CO. is the internal auditor of the Company for the F.Y. 2022-23 who
conducts Internal audit and submit reports to the Audit Committee. The Internal Audit is
processed to design to review the adequacy of internal control checks in the system and
covers all significant areas of the Company's operations. The Audit Committee reviews the
effectiveness of the Company's internal control system.
DETAILS OF HOLDING. SUBSIDIARY AND ASSOCIATES:
The Company has 1 Associate Company namely A-l Sureja Industries as on March 31, 2023.
There are nosubsidiary or joint venture companies within the meaning of Section 2(6) of
the Companies Act, 2013 ("Act").
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the
salient features of financial statements of the Company'sAssociate in Form AOC-1 is
appended as Annexure-I to the Board's report.
CONSERVATION OF ENERGY. TECHNOLOGY ABSOR PTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Information in accordance with the provisions of Section 134(3) (m) of the Companies
Act, 2013, read with Rule 8 of the Companies [Accounts) Rules, 2014, regarding
conservation of energy, technology absorption and foreign exchange earnings and outgo are
as under:
Sr. No. Particulars |
Comments |
(A) Conservation of energy |
|
(i) The steps taken or impact on conservation of energy; |
Energy conservation is very important for the company and
therefore, energy conservation measures are undertaken wherever practicable in its plant
and attached facilities. The Company is making every effort to ensure the optimal use of
energy, avoid waste and conserve energy by using energy efficient equipment's with latest
technologies. Impact on conservation of energy was that the electricity load expenses
reduced. |
(ii) The steps taken by the Company for utilizing alternate sources of
energy; |
Nil |
(iii) The capital investment on energy conservation equipment |
Nil |
(B) Technology absorption |
|
(0 The efforts made towards technology absorption |
Your Company firmly believes that adoption and use of
technology is a fundamental business requirement for carrying out business effectively and
efficiently. While the industry is labour intensive, we believe that mechanization of
development through technological innovations is the way to address the huge demand supply
gap in the industry. We are constantly upgrading our technology to reduce costs and
achieve economies of scale. |
DO The benefits derived like product improvement, cost reduction,
product development or import substitution; |
Nil |
(iii) In case of imported technology (import during the last three
years reckoned from the beginning of the financial year: |
|
(a) the details of technology imported |
Nil |
(b) the year of import |
N.A. |
(c) whether the technology been fully absorbed |
N.A. |
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; and |
N.A. |
(iv) The expenditure incurred on Research and Development |
Nil |
(C) Foreign exchange earnings and Outgo |
Inflow (In Rs.) |
Out Flow (In Rs.] |
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual outflows |
Nil |
Nil |
INDUSTRIAL RELATION:
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per Provisions of Section 152 of the Companies Act, 2013 Mr. Jitendra Naranbhai
Patel is liable to retire by rotation and is eligible for re-appointment
At the core of corporate governance practices is the Board of Directors who oversees
how the management serves and protects thelong -term interests of all the stakeholders of
the company. The Board of Directors of your Company are fully committed to steer the
organization for long-term success through setting of strategies, delegating
responsibilities and providing an overall direction to the business, while effectively
managing risks and ensuring high quality of governance by keeping the Company on the path
of ustainables growth and development.
The details of size and composition of the Board is provided in Corporate Governance
Report, which forms part of this Annual Report
During the year under review, following changes took place in the Board Structure of
the Company:
(a) On recommendations of Nomination and Remuneration committee and further approval of
Board of Directors at their meeting held on 11th June, 2022, the shareholders
of the Company has considered and approved the re appointment of Mr. Harshadkumar
Naranbhai Patel (DIN:00302819) as the Managing Director of the Company for another
term of 5 (Five) years i.e. w.e.f. 1st February, 2023 to 31st
January, 2028 by passing the Special Resolution in the Annual General Meeting held on 8th
July, 2022.
(b) On recommendations of Nomination and Remuneration committee and further approval of
Board of Directors at their meeting held on 11th June,2022, the shareholders of
the Company has considered and approved the re-appointment of Mr. Jitendra Naranbhai Patel
(DIN: 00164229) as the Wholetime Director of the Company for another term of 5 (Five)
years i.e. w.e.f. 1st February, 2023 to 31st January, 2028 by
passing the Special Resolution in the Annual General Meeting held on 8th July,
2022.
(c) On recommendations of Nomination and Remuneration committee and further approval of
Board of Directors at their meeting held on 11th June,2022, the shareholders of
the Company has considered and approved the re appointment of Mr. Utkarsh Harshadkumar
Patel (DIN: 03055266) as the Wholetime Director of the Company for another term of 5
(Five) years i.e. w.e.f. 1st February, 2023 to 31st January, 2028 by
passing the Special Resolution in the Annual General Meeting held on 8th July,
2022.
(d) On recommendations of Nomination and Remuneration committee and further approval of
Board olDirectors at their meeting held on 11 th June,2022, the shareholders of
the Company has considered and approved the re appointment of Mr. Chirag Rajnikant Shah
(DIN: 02165478) as the Independent Director of the Company for another term of 5 (Five)
years i.e w.e.f. 15 th December, 2022 to 14th December, 2027 by
passing the Special Resolution in the Annual General Meeting held on 8th July,
2022.
(e) On recommendations of Nomination and Remuneration committee and further approval of
Board of Directors at their meeting held on 11th June, 2022, the shareholders
of the Company has considered and approved the re appointment of Mrs. Lajju Hemang Shah
(DIN: 00057858) as the Independent Director of the Company for another term of 5 (Five)
years i.e. w.e.f. 15th December, 2022 to 14th December, 2027 by
passing the Special Resolution in the Annual General Meeting held on 8th July,
2022.
(f) In order to enhance the involvement of the professionalized personnel in Management
of the Company, to create enduring guidance for the Company and to continue maintaining
the diverse and independent Board for ensuring good governance practices, on
recommendations of Nomination and Remuneration committee and Board of Directors at their
meeting held on 20th September^02 2 has considered and approved the appointment
of Mr. Shailesh Natverlal Thakkar as an Non-Executive additional Independent Director of
the Company to hold office for the term for the period of 5 years w.e.f 20th
September^022 to 19th September, 2027 subject to approval of members. Also the
appointment of Mr. Shailesh Natverlal Thakkar confirmed as Independent Director by passing
the Special Resolution through Postal Ballot dated 20th May,2023. In the
opinion of the Board, Mr. Shailesh Natverlal Thakkar is a person of integrity, possess
requisite quaifications, expertise, experience (including the proficiency) and fulfils
requisite conditions as per applicable laws and is independent of the management of the
company.
(g) Ms. Aanal Bharatbhai Patel resigned as company secretary and compliance officer
w.e.f. 9th November,2022 and Mrs. Nidhi Anjan Chokshi appointed as company
secretary and compliance officer w.e.f. 10th November,2022.
Further, all the Directors of the Company have confirmed that they are not disqualified
from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.
Also, pursuant to Schedule V(C)(10)(i) ofSEBI (LODR) Regulation, 2015; the Company has
received a certificate from Practicing Company Secretary stating that the Directors of the
Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or
any such statutory authority from being appointed or continuing as Director of the
Company.
Further, all the Independent Directors of the Company have given declarations as
required under Section 149 (7] of the Companies Act, 2013 that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16 (b) ofSEBI (LODR) Regulations, 2015.
In compliance to the aforesaid MCA Notification No. G.S.R. 804(E) dated 22nd October,
2019 which waseffective from 01st December, 2019, all the Independent Directors
of your Company have confirmed that they are in compliance with Rules 6(1) and 6(2) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to
registration of their names in the data bank of Independent Directors maintained by the
Indian Institute of Corporate Affairs (IICA). They have also submitted a copy of
registration certificate to the Company as a proof of registration.
The Independent Director of theCompany Mr.Suresh Somnath Dave are exempted from passing
the proficiency self-assessment test pursuant to the applicable rules thereupon and have
duly submitted exemption certificate to the Company. Mr. Chirag Rajnikant Shah, Mrs. Lajju
Hemang Shah, Mr. Nitin Rikhavbhai Shah and Mr. Shailesh Natverlal Thakkar have Confirmed
thatthey passed the proficiency self-assessment test in due course of time in accordance
to the said Rules.
In accordance with the provisions of the Companies Act, 2013 read with Regulation 36 of
SEBI (LODR) Regulations, 2015 and Secretarial Standard - 2 as issued by the Institute of
Company Secretaries of India and in terms of the Memorandum and Articles of Association of
the Company, the brief resume, nature of expertise, details of directorships held in other
companies of the Directors concerned to the agenda items along with their shareholding in
the Company, is stated in the Notice convening the 19th Annual General Meeting
of your Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, with respect to Director Responsibility
Statement the Board of Directors, to the best of its knowledge and ability, confirm that:
(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 at the end of the financial year and of
the profit of the Company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 and Rules
made thereunder for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) 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.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
NUMBER OF BOARD MEETINGS AND ATTENDANCE:
During the Financial Year under review, the Board of Directors of the Company met for
17 (Seventeen) times for various agenda items of the Company, the same which were
circulated well in advance to theBoard. These were held on April 06, 2022, April 27, 2022,
May 10, 2022, May 18, 2022, June 03,2022, June 11,2022, June 30, 2022, July 16, 2022,
August 05, 2022, September 13, 2022, September 20, 2022, October 17,2022, November 10
,2022, January 28,2023, February 4, 2023, February 8,2023 and March 25, 2023. The interval
between any two meetings was well within the maximum allowed gap of 120 days.
The Composition of Board of directors and the details of meetings attended by the
directors during the year are given below.
Name of the director |
Category |
No. of Board Meetings Held & Entitled to Attend |
No. of Board Meetings
Attended |
Mr. Harshadkumar Naranbhai Patel |
Chairman & Managing
Director |
17 |
17 |
Mr. Jitendra Naranbhai Patel |
Whole-time Director |
17 |
17 |
Mr. Utkarsh Harshadkumar Patel |
Whole-time Director |
17 |
17 |
Mrs. Lajju Hemang Shah |
Independent Director |
17 |
12 |
Mr. Chirag Rajnikant Shah |
Independent Director |
17 |
12 |
Mrs. Krishna Utkarsh Patel |
Non Executive
Director |
17 |
17 |
Mr. Nitin Rikhavbhai Shah |
Independent Director |
17 |
12 |
Mr. Suresh Somnath Dave |
Independent Director |
17 |
7 |
Mr. Shailesh Natverlal Thakkar |
Independent Director |
6 |
4 |
COMMITTEES OF THE BOARD:
Matters of policy and other relevant and significant information are furnished
regularly to the Board. To provide better Corporate Governance & transparency,
currently, your Board has Audit Committee, Nomination & Remunerationommittee,
Stakeholder Relationship Committee and Corporate Social responsibility committeeto look
into various aspects for which they have been constituted. The Board fixes the terms of
reference of Committees and also delegate powers from time to time.
AUDIT COMMITTEE:
The Audit Committee comprises of non-executive Independent Director and Director as its
Member. The Chairman of the committee is Independent Director.
During the Financial year202 2-23, Nine (9) meeting of audit committee held on April
06, 2022. May 10,2022, June 03,2022, June 11,2022, July 16,2022, August 05,2022, November
10, 2022, February 04, 2023 and February 08, 2023.
The Composition of Audit Committee and the details of meetings attended by the members
during the year are given below.
Sr. No. Name of the Director |
Status in Committee Nature |
Nature of Directorship |
No of Meetings Held & Entitled to Attend |
No of Meetings
attended |
1 Mrs. Lajju Hemang Shah |
Chairperson of
committee* |
Non-Executive and
Independent
Director |
9 |
9 |
2 Mr. Chirag Rajnikant Shah |
Member* |
Non-Executive and
Independent
Director |
9 |
9 |
3 Mrs. Krishna Utkarsh Patel |
Member |
Non-Executive and NonIndependent Director |
9 |
9 |
* Mr. Chirag Rajnikant Shah resigned as chairman of the Audit committee w.e.f. 31st
January,2023 and Mrs. Lajju Hemang Shah appointed as Chairperson of the Audit
committee w.e.f. 8th February,202 3.
RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOTACCEPTED BY THE BOARD ALONG WITH
REASONS:
All the recommendations made by the Audit Committee are accepted and implemented by the
Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of non-executive Independent
Director and Director as its members. The Chairman of the Committee is an Independent
Director.
During the Financial year 2022-23, Two meeting of the Nomination and Remuneration
Committee met on June 11,2022 and September 20,2022.
Sr. No. Name of the Director |
Status in Committee Nature |
Nature of Directorship |
No of Meetings Held & Entitled to Attend |
No of Meetings
attended |
1 Mrs. Lajju Hemang Shah |
Chairperson of
committee* |
Non-Executive and
Independent
Director |
2 |
2 |
2 Mr. Chirag Rajnikant Shah |
Member* |
Non-Executive and
Independent
Director |
2 |
2 |
3 Mrs. Krishna Utkarsh Patel |
Member |
Non-Executive and NonIndependent Director |
2 |
2 |
The Nomination and remuneration policy available on the website of the company at www.alacid.com.
* Mr. Chirag Rajnikant Shah resigned as chairman of the Nomination and Remuneration
Committee w.e.f. 31st January,2023 and Mrs. Lajju Hemang Shah appointed as
Chairperson of the Nomination and Remuneration committee w.e.f. 8th
February,2023.
STAKEHOLDER RELATIONSHIP COMMITTEE:
The stakeholder relationship committee comprises non executive Independent Director and
Director as its members. The Chairman of the Committee is an Independent Director.
During the Financial year 2022-23, four (4) meeting of Stakeholder Relationship
Committee were held on June 03,2022, August 05, 2022, Novembmer 10, 2022 and February
08,2023.
The Composition of Stakeholder and Relationship Committee and the details of meetings
attended by the members during the year are given below:
Sr. No. Name of the Director |
Status In Committee Nature |
Nature of Directorship |
No. of Meetings Held & Entitled to Attend |
No. of Meetings
attended |
1 Mrs. Lajju Hemang Shah |
Chairperson of
committee* |
Non-Executive and
Independent
Director |
4 |
4 |
2 Mr. Chirag Rajnikant Shah |
Member* |
Non-Executive and
Independent
Director |
4 |
4 |
3 Mrs. Krishna Utkarsh Patel |
Member |
Non-Executive and NonIndependent Director |
4 |
4 |
* Mr. Chirag Rajnikant Shah resigned as chairman of the Stakeholder and Relationship
Committee w.e.f. 31st January,2023 and Mrs. Lajju Hemang Shah appointed as
Chairperson of the Stakeholder and Relationship Committee w.e.f. 8th
February,2023.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility Committee comprises non-executive Independent
Director and Director as its members. The Chairman of the Committee is an Independent
Director.
During the Financial year 2022-23, One (1) meeting of Corporate Social Responsibility
Committee was held on July 16,2022.
The Composition of Corporate Social Responsibility Committee and the details of
meetings attended by the members during the year are given below:
Sr. No. Name of the Director |
Status in Committee Nature |
Nature of Directorship |
No. of Meetings Held & Entitled to Attend |
No. of Meetings
attended |
1 Mr. Chirag Rajnikant shah |
Chairman of committee |
Non-Executive and
Independent
Director |
1 |
1 |
2 Mr. Nitin Rikhavbhai Shah |
Member |
Non-Executive and Independent Director |
1 |
1 |
3 Mr. Harshadkumar Naranbhai Patel |
Member |
Executive and NonIndependent Director |
1 |
1 |
ANNUAL RETURN:
In accordance with section 134(3)(a) of the Companies Act, 2013 Annual Return is
available on the Website of the Company after conclusion of the AGM at www.alacid.com.
CORPORATE GOVERNANCE REPORT:
A-1 ACID LIMITED is committed to ensuring the highest levels of ethical standards,
professional integrity, corporate governance and regulatory compliance. The Company
understands and respects its fiduciary duty to all stakeholders and strives to meet their
expectations. The core principles of independence, accountability, responsibility,
transparency, fair and timely disclosures serve as the basis of the Company's approach to
Corporate Governance.
A separate section on report on Corporate Governance for the Financial Year 2022-23 as
stipulated under the Chapter IV, Regulation 34(3) read with Schedule V of SEBI (LODR)
Regulations, 2015 forms part of this Annual Report along with a certificate of compliance
from M/s. Sejal Shah & Associates, Company Secretary in practice.
Report on Corporate Governance is annexed in annexur-e II and forms an integral part of
this Annual Report. Certificate from M/s. Sejal Shah & Associates, Company Secretary
in practice, regarding compliance of conditions of Report on Corporate Governance as
stipulated in the Listing Regulations is also appended to the Report on Corporate
Governance.
CERTIFICATE BY CHIEF FINANCIAL OFFICER OF THE COMPANY:
Pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015 Compliance certificate as
per Part B of Schedule -II is annexed in annexure-III.
AUDITORS:
1. STATUTORY AUDITOR:
At the fifteenth AGM held on September 19, 2019 the Members approved appointment of
M/s. Riddhi P. Sheth & Co., Chartered Accountants (Firm Registration No. 140190W) as
Statutory Auditors of the Company to hold office for a period of five years from the
conclusion of that AGM till the conclusion of the 20th AGM.
2. SECRETARIAL AUDITOR:
The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, has appointed M/s. Sejal Shah & Associates (CP. No. 21683), Practicing Company
Secretary, Ahmedabad as Secretarial Auditor of the Company to conduct the Secretarial
Audit as per the provisions of the said Act for the Financial Year 2022-23.
The Report of the Secretarial Auditor is annexed as Annexur-e IV which forms part of
this Board of Directors' Report with no secretarial audit qualifications, reservations,
adverse remarks or disclaimer therein for the Financial Year 2022-23 which call for
explanation.
3. INTERNAL AUDITOR:
M/s. S V R P & CO., Chartered Accountant, Ahmedabad has conducted Internal Audit
for the Financial Year 2022-23. Further, the Board has re-appointed M/s. S V R P &
CO., Chartered Accountants, Ahmedabad as Internal Auditors of the Company for the
FinancialYear 202324; the consent of which has been duly received by the Company from the
said Auditors to act as the Internal Auditors of the Company, on such terms &
conditions as may be mutually agreed upon by the Auditors and by the Board from time to
time. The Internal Auditor conducts the internal audit of the functions and operations of
the Company and reports to the Audit Committee and Board from time to time.
4. COST AUDITOR:
As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies
(Cost records and audit) Rules, 2014, the company is not required to appoint a cost
auditor to maintain / audit the cost records of the company for cost audit report.
REVIEW OF STATUTORY AUDITORS REPORT:
There are following remarks made by Statutory Auditors M/s. Riddhi P. Sheth & Co.,
(FRN: 140190W), Chartered Accountants, Ahmedabad, in the Auditor's report as mentioned
bellows:
Remark 1 Company has been sanctioned working capital limits in excess of five crore
rupees, in aggregate, from banks on the basis of security of current assets. In the
following cases quarterly returns filed by the company with banks are not in agreement
with the books of accounts of the company.
INRin Lakhs
Quarter ending |
Value as per books of accounts |
Value as per quarterly statement filed with the bank |
Difference |
June 30,2022 |
5303.74 |
5303.88 |
f 0.141 |
September 30,2022 |
5034.52 |
5034.06 |
0.46 |
December 31,2022 |
5153.26 |
5154.83 |
(01.571 |
Reply: The discrepancies are on account of statements filed with the banks on financial
statement prepared on provisional basis.
Remark 2: The Company has granted loan to one party without specifying any terms or
period of repayment The aggregate amount is outstanding of Rs. 91953/-. Percentage to
total loan is 100%.
Reply: The Company has grantedloan to Swastika Fin-Mart Private Limited @ 9% for
business purpose.
REVIEW OF SECRETARIAL AUDITORS REPORT:
There are no qualifications, reservations or adverse remarks made byS ecretarial
Auditors M/s. Sejal Shah & Associates Ahmedabad, (CP. No. 21683], Practicing Company
Secretary, in their Secretarial Audit Report for the Financial Year ended March 31,2023.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has
reported to the Audit Committee under Section 143(12] of the Companies Act, 2013 any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Board's Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirement] Regulations, 2015 ("Listing
Regulations"] the Management Discussion and Analysis 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 V.
DEMATERIALISATION 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. The Company ISIN No.
is INE911Z01017 and Registrar and Share Transfer Agent is CAMEO CORPORATE SERVICES
LIMITED.
DIRECTOR REMUNERATION AND SITTING FEES:
Member's attention is drawn to Financial Statements wherein the disclosure of
remuneration and sitting fees paid to directors is given during the year 2022-23.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the company with related parties which may
have potential conflict with the interest of the company at large. Your Directors draw
your
attention to notes to the financial statements for detailed related parties'
transactions entered during the year. Accordingly, as per third proviso to Section 188(1]
of the Act, no approval of the Board or Members / Shareholders is required for such
transactions. However, as part of good corporate governance, all related party
transactions covered under Section 188 of the Act are approved by the Audit committee. The
FORM AOC- 2 is attached as Annexure - VI with this report.
CREDIT RATING:
The company has not obtained any rating from any Credit Rating Agency during the year. MEETING
OF INDEPENDENT DIRECTORS;
During the year under review, the Independent Directors met oifebruary 08, 2023 inter
alia, to discuss:
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 account of the
views of the Executive and Non- Executive Directors.
3. Assess the quality, quantity and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
All the Independent Directors were present in the meeting.
1. DECLARATION FROM INDEPENDENT DIRECTORS;
The Independent Directors of the Company have given declarations stating that they meet
the criteria of independence as prescribed under the Section 149(6] of the Companies Act,
2013 read with the rules made there under and read with Regulation 16(l](b] of the Listing
Regulations and in the opinion of the Board, the Independent Directors meet the said
criteria.
Further, the Board is of the opinion that the Independent Directors of the Company
possess requisite qualifications, experience (including the proficiency] and expertise in
their respective fields and that they hold highest standards of integrity. In terms of
Regulations 25(8] of the Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation which exists or may be
anticipated that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.
2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:
An Independent Director shall be a person of integrity and possess appropriate balance
of skills, experience and knowledge in one or more fields of finance, law, management,
sales, marketing and technical operations or any other discipline related to the Company's
business. The Company did not have any peculiar relationship or transactions with non
executive independent Directors during the year ended March 31,2023.
3. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration
committee has laid down the evaluation of the performance of Individual Directors and the
Board as a whole. Based on the criteria the exercise of evaluation was carried out through
the structured process covering various aspects of the Board functioning such as
composition of the Board and committees, experience & expertise, performance of
specific duties & obligations, attendance, contribution at meetings, etc. The
performance evaluation of the Chairman and the Non Independent Directors was carried out
by the Independent Director. The performance of the Independent Directors was carried out
by the entire Board (excluding the Director being evaluated). The Director expressed their
satisfaction with the evaluation process.
POLICIES OF THE COMPANY:
REMUNERATION AND APPOINTMENT POLICY:
The Company follows a policy on remuneration of Directors and senior management
employees, details of the same are given in the website of the Company www.alacid.com.
The committee must ensure that:
a. The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors and key managerial personnel of the quality required to run
the company successfully.
b. relationship of remuneration to performance is clear and meets appropriate
performance benchmarks and
c. remuneration to directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals.
POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:
Your Company has adopted the policy on Materiality of Related Party Transaction to set
out the dealing with the transaction between the Company and its related parties. The
Policy on Materiality of Related Party Transaction has been available on the website of
the Company www.alacid.com.
POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:
Your Company has adopted the policy of code of Conduct to maintain standard of business
conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for
Director and Senior Management has been available on the website of the Company
www.alacid.com.
PREVENTION OF INSIDER TRADING;
Pursuant to provisions of the regulations, the Board has formulated and implemented a
Code of Conduct to regulate, monitor and report trading by employees and other connected
persons and code of practices and procedure for fair disclosure of unpublished price
Sensitive Information. The same has been available on the website of the Company
www.alacid.com.
POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY:
Pursuant to provision of the regulations, the board has formulated the policy on the
Preservation of Documents & Archive policy. The same has been available at the website
of company at www.alacid.com.
BUSINESS RISK MANAGEMENT;
The Company has taken various steps in connection with the implementation of Risk
Management measures in terms of provisions contained in the Companies Act, 2013, after
identifying the elements of risks which in the opinion of the Board may threaten the very
existence of the Company. The Company has laid down a comprehensive Risk Assessment and
Minimization Procedure which is reviewed by Board from time to time. Key risks identified
are methodically addressed through mitigating actions on a continuing basis. The policy of
risk management is made available on the website of the company at www.alacid.com.
VIGIL MECHANISM/'WHISTLE BLOWER MECHANISM:
Your Company believes in conducting business affairs in a fair and transparent manner
to foster professionalism, honesty, integrity and ethical behaviour via Vigil
Mechanism/Whistle Blower Policy.A-l Acid has established a robust Vigil Mechanism and
adopted a Whistle Blower Policy in accordance with provisions of the Companies Act, 2013
and SEBI (LODR) Regulations, 2015, to provide a formal mechanism to the Directors and
employees to report their concerns about unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct or ethics policy. The Policy provides for
adequate safeguards against victimization of employees and also provides for direct access
to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company
have been denied access to the Audit Committee.
The Vigil Mechanism has been available on the website of the Companyatwww.alacid.com.
POLICY ON IDENTIFICATION OF GROUP COMPANIES. MATERIAL CREDITORS AND MATERIAL
LITIGATIONS:
Your Company has adopted a policy on identification of group companies, material
creditors and material litigations. The policy on identification of group companies,
material creditors and material litigations has been available on the website of the
Company at
www.alacid.com.
POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND
INFORMATION:
Your Company has adopted a Policy on Determination and Disclosure of Materiality of
Events and InformationThe Policy on Determination and Disclosure of Materiality of Events
and Information has been available on the website of the Company at www.alacid.com.
CORPORATE SOCIAL RESPONSIBILITY:
In compliance with the provisions of section 135 of Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted
Corporate Social Responsibility Policy. In order to implementing CSR Policy, the Company
has constituted CSR Committee. The brief outline of the Corporate Social Responsibility
(CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the
Company on CSR activities during the year and other disclosures are set out in Annexur-e
VII of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
The company through its CSR initiative towards supporting projects in the areas of
education, Animal welfare, healthcare, rural development, women empowerment and various
other social matters continues to enhance value creation in the society and in the
community in which it operates, through its services, conduct & initiatives, so as to
promote sustained growth for the society and community, in fulfillment of its role as
Socially Responsible Corporate.
PARTICULARS REGARDING EMPLOYEES REMUNERATION:
During the year under review, there are no employees drawing remuneration which is in
excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with
rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. The information pertaining to section 197 read with rules 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as
Annexure-Vlll.
DISCLOSURES BY DIRECTORS:
The Board of Directors have submitted notice of interest in Form MBP 1 under Section
184(1) as well as information by directors in Form DIR 8 under Section 164(2) and
declarations as to compliance with the Companies Act, 2013.
DISQUALIFICATIONS OF DIRECTORS:
During the financial year 2022-23 under review the Company has received Form DIR-8 from
all Directors as required under the provisions of Section 164(2) of the Companies Act,
2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that
none of the Directors of your Company is disqualified; to hold office as director
disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred
from holding the office of a Director pursuant to any order of the SEBI or any such
authority in terms of SEBl's
Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject
"Enforcement of SEBI orders regarding appointment of Directors by Listed
Companies".
The Directors of the Company have made necessary disclosures, as required under various
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
SECRETARIAL STANDARD:
Your Directors states that they have devised proper systems to ensure compliance with
the Secretarial Standards and that such system are adequate and operating effectively.
OTHER REGULATORY REQUIREMENT:
The Company has been complied with all regulatory requirements of central government
and state government and there were no significant and material orders passed by the
Regulators or Courts or Tribunals during the year impacting the going concern status and
the Company's operations in future.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES!:
The investor complaints are processed in a centralized web -based complaints redress
system. The salient features of this system are centralized database of all complaints,
online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing
by investors of actions taken on the complaint and its current status. Your Company has
been registered on SCORES and makes every effort to resolve all investor complaints
received through SCORES or otherwise within the statutory time limit from the receipt of
the complaint The Company has not received any complaint on the SCORES during financial
year 2022-23.
INVESTOR GRIEVANCES REDRESSAL STATUS:
During the Financial Year 2022-23, there were no complaints or queries received from
the shareholders of the Company. Company Secretary, acts as the Compliance Officer of the
Company is responsible for complying with the provisions of the Listing Regulations,
requirements of securities laws and SEBI Insider Trading Regulations. The Investor can be
sent their query at cs@alacid.com.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION
AND REDRESSAL1 ACT. 2013:
During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition StRedressal) Act, 2013 and
Rules there under.
ACKNOWLEDGEMENT:
Your Directors express their deep sense of gratitude to the Banks, Financial
Institutions, Central and State Governments, Ministry of Corporate Affairs, Securities and
Exchange
Board of India, Stock Exchanges, Registrar and Share Transfer Agent, Statutory and
other Regulatory Authorities for their continued guidance, assistance and co-operation.
The Board also places on record its sincere appreciation to its Management, Directors,
its valued customers, Business Associates, Consultants vendors, service providers, its
shareholders, investors for their persistent faith, unstinted commitment, co-operation,
and support and look forward to their continued support in all our future endeavors to
pursue excellence and grow year after year in its shared mission and objective of being
one of the best ACID trading Company in the country.
Further, your Directors very warmly thank every member of the A-l Acid family for their
contribution to Company's performance. We applaud them for their superior levels of
competence, continuous dedication and commitment towards Company and making the Company
what it is today. Their enthusiasm and untiring efforts have enabled the Company to scale
new heights and to built a stronger tomorrow.
As the Company is approaching the new Financial Year 2 023-24 it is confident that it
will be able to overcome all the challenges that come its way with a vision of
establishing a benchmark in acid and chemical trading companies by providing best customer
services, prompt solutions to logistics problems and providing better returns to
shareholders.
Registered Office: |
For and on behalf of the Board, |
Corporate House No. A-l, |
A-1 ACID LIMITED |
Shivalik Business Centre, |
|
B/h. Raj path Club, |
|
S. G. Highway, Bodakdev, |
|
Ahmedabad- 380059 |
|
Date: 02.08.2023 |
Sd/- |
Sd/- |
Place: Ahmedabad |
Harshadbhai N. Patel |
fitendra N. Patel |
|
Chairman & Managing |
Whole Time |
|
Director |
Director |
|
DIN:00302819 |
DIN: 00164229 |
|