The Directors have pleasure in placing before you the 28 Annual Report of the Companyalong with the Audited Balance Sheet and Profit & Loss Account for the year ended 31March 2017.
The Financial results of the Company for the year under review along with figures forthe previous year are as follows:
| ||Stand Alone ||Consolidated |
|PARTICULARS ||in ` Lakhs ||in ` Lakhs |
| ||31-03-2017 ||31-03-2016 ||31-03-2017 ||31-03-2016 |
|Net Sales/Income from Operations ||8494.58 ||2913.56 ||8508.16 ||2960.90 |
|Other Income ||170.85 ||112.97 ||170.85 ||113.01 |
|Total Income ||8665.43 ||3026.53 ||8679.01 ||3073.91 |
|Profit before Depreciation & Tax ||2173.72 ||848.09 ||2175.79 ||865.99 |
|Less: Depreciation ||145.79 ||340.64 ||145.91 ||340.85 |
|Profit before Tax ||2027.93 ||507.45 ||2029.88 ||525.14 |
|Less: Provision for current year Income-tax ||507.10 ||105.96 ||507.34 ||106.16 |
|Less: Mat Credit Receivable ||- ||105.64 ||- ||105.69 |
|Add: Deferred Tax ||(194.88) ||(154.46) ||(194.86) ||(154.42) |
|Net Profit after tax ||1325.95 ||352.66 ||1327.68 ||370.25 |
|Net Profit after tax and adjustments ||1325.95 ||352.66 ||1327.68 ||370.25 |
|EPS* (Basic) ||0.93 ||0.25 ||0.93 ||0.26 |
|(Diluted) ||0.93 ||0.25 ||0.93 ||0.26 |
*Note: The Company issued bonus shares in the ratio of 1:1 on 21st October 2016 bywhich the number of equity shares increased to 71479050 face value of Rs.2 each.Further the Company split equity shares from Rs.2 each to Re. 1 each on 16thDecember 2016 by which the number of equity shares increased to 142958100. Thereforethe basic and diluted EPS has been calculated on 142958100 equity shares of Re. 1 each.Accordingly EPS has been restated.
REVIEW OF OPERATIONS
Your company is primarily engaged in E-Governance services & products up till nowyour company was in Direct Tax compliance such as TAN/PAN filing of Annual IT returns andQuarterly TDS returns etc. Recently your company has made an inroad in Indirect Taxcompliance as well. The management is delighted to inform the stakeholders of the companythat your company has been approved as one of the GSP (GST Suvidha Provider) by GSTN. TheManagement is of the opinion that GSP will help the company to increase the revenue ofyour company in the years to come. In addition to this your company has also been approvedas National BC by Bank of Baroda for undertaking various banking activities on theirbehalf through CSP's. This year the company has also been approved as Facilitation Centreby Ministry of Textiles for enrolling textile workers for various social security schemes.The total revenue of the company for the Current Year has increased to Rs. 8665.43 lacsfrom Rs. 3026.53lacs in comparison to Previous Year registering a growth of 186%.The PBThas shown a growth of 300% increased from Rs.507.45 lacs to Rs.2027.93 lacs. The NetProfit has increased from Rs.352.66 lacs to Rs.1325.95 lacs registering a growth of 276%.
The Board of Directors has recommended a final dividend of Re.0.10/- per Equity Share(Face value Re. 1 per equity share) for 2016-2017 amounting to Rs.14295810/-. This isin addition to the interim dividend of Re. 0.10 per equity share already paid before thebonus issue and split up of the Equity Shares. The total dividend for 2016-17 aggregatesto Re. 0.20/- per equity share amounting to Rs.28591620/-.
INTERNAL FINANCIAL CONTROLS
The Company is having an Internal Financial Control system commensurate with the sizescale and complexity of its operations. The internal control systems comprising ofpolicies and procedures are designed to ensure sound management of your Company'soperations safekeeping of its Assets optimal utilization of Resources reliability ofits financial information and compliance. Based on the report of Internal Audit functioncorrective actions are undertaken in the respective areas and thereby strengthen thecontrols. During the Financial year no material or serious observation has been receivedfrom the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
The company is not required to transfer any amount to the Investor Education andProtection Fund in terms of Section 125 of the Companies Act 2013.
There was no transfer to General Reserves during the financial year ended 31 March2017.
MATERIAL CHANGES IF ANY AFTER THE END OF FINANCIAL YEAR
On 6 May 2017 management committee of the Board of Directors of the Company hasapproved disinvestment of entire holding of 99920 Equity Shares in its wholly ownedsubsidiary Faith Business Advisors Limited. As a result of this disinvestment FaithBusiness Advisors Limited will no longer be subsidiary company.
The Company was having four subsidiary companies as on 31.03.2017 namely EuroplusFinancial Services Limited Euro Global Brokers Limited Alankit Technologies Limited andFaith Business Advisors Limited.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES
The statement containing the salient features of the financial statements ofsubsidiaries under the first proviso to subsection (3) of section 129 is being attachedwith the Directors Report in Form AOC-1 annexed to and forming part of theDirectors' Report.
Authorized Share Capital
The Shareholders of the Company approved increase in Authorized Share Capital of theCompany from Rs.10 Cr. To Rs.20 Cr. on 12 October 2016 by postal ballot.
The Shareholders also approved issue of Bonus Shares in the ratio of 1:1 by postalballot the result of which was declared on 12 October 2016. Thereby the managementCommittee of the Board of Directors of the Company has allotted 35739525 equity sharesto the existing shareholders of the Company on 21 October 2016. Consequent upon the bonusissue the total paid up capital of the Company increased to Rs.142958100/- consistingof 71479050 Equity Shares of Rs.2 each.
Sub-division of Shares
The Shareholders of your company also approved the sub-division of each equity share ofthe Company having face value of Rs.2 each fully paid up into 2 equity shares of the facevalue of Re. 1 each fully paid up. Consequent upon the splitting of shares the totalnumber of shares of the company has increased to 142958100 with paid up face value ofRe.1 per share.
The Board consists of executive and non-executive Directors including independentDirectors who have wide and varied experience in different disciplines of corporatefunctioning. Mr. Alok Kumar Agarwal retires as Director to meet the requirement of Section152 of the Companies Act 2013 and being eligible offers himself for re-appointment atthe ensuing Annual General Meeting.
Ms. Preeti Chadha Company Secretary of the Company who was appointed on 22 June 2015resigned from the office with effect from 31 August 2016 from the post of companysecretary and remained Director of the Company. She was again appointed as CompanySecretary of the Company w.e.f28 November 2016 and Whole Time Director of the Companyw.e.f 28 November 2016 subject to the approval of members.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of your Company have given Declaration confirming that theymeet the criteria of Independence as prescribed both under the Companies Act 2013 and theListing Regulations.
STATUTORY AUDITORS AND THEIR REPORT
As per the provisions of the Act Maheshwari Rajiv & Co. Statutory Auditors of theCompany upon their re-appointment at the ensuing Annual General Meeting will hold officetill the conclusion of next Annual General Meeting. They have confirmed their eligibilityto the effect that their reappointment if made would be within the prescribed limitsunder the act and they are not disqualified for re-appointment. The Notes to financialstatements referred to in the Auditor's Report are self-explanatory and do not call forany further comments. The Auditor's Report does not contain any qualificationreservation adverse remark or disclaimer.
SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS
The Company appointed N C Khanna Company Secretaries to conduct the Secretarial Auditfor the financial year 2016-17and the Secretarial Audit report is being attached with theDirectors' Report which is self-explanatory and needs no comments.
Report on CSR Activities is enclosed to the Directors' Report.
The Board of Directors duly met Four (4)times respectively on 28 May 201626 August 2016 11 November 2016 and 30 January 2017 in respect of which propernotices were given and the proceedings were properly recorded.
RISK MANAGEMENT& INSURANCE
The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures and the Board has formulated Risk Management Policyfor monitoring and controlling the risk.
Proper Insurance has been taken for the safeguarding of Company's assets and property.
During the year your Company had not accepted any Deposit under Schedule V of theCompanies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014. There areno small depositors in the Company.
The Company takes pride in the Commitment competence and dedication shown by itsemployees in all areas of Business.
The Company is committed to nurturing enhancing and retaining talent throughOrganizational Development.
LISTING WITH STOCK EXCHANGES
Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE) andNational Stock Exchange Limited (NSE). The Company is regular in paying Annual ListingFees and custodian fees to both the depositories.
EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS
The Directors of your Company are in a fiduciary position empowered to oversee themanagement functions with a view to ensure its effectiveness and enhancement ofstakeholders' value.
Independent Directors are appointed keeping in view their diverse skills and experienceas to provide strategic direction guidance and constructive support to the management.The Board of Directors is at the core of your company's corporate governance practice andoversees how the management serves and protects the long term interests of thestakeholders.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under the provisions of Section 134(5) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement it is hereby confirmedthat:
i) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;
iii) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv) the Directors had prepared the Annual Accounts of the Company on a 'going concern'basis;
v) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. "Internal financial controls" means the policies and proceduresadopted by the company for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of records and the timelypreparation of reliable financial information;
vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
In terms of Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations2015 (hereinafter "ListingRegulations") a Report on Corporate Governance along with Compliance Certificateissued by Statutory Auditors of the Company is attached as Annexure and forms integralpart of this Report (hereinafter "Corporate Governance Report")
The Chief Financial Officer has duly given a certificate to the board as contemplatedin Regulation 17(viii) of the listing agreement.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is included ina separate section annexed to and forming part of the Director's Report.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy
The Company is engaged in providing e-governance services and e-governance products andsuch operations do not account for substantial Electricity Gas & Steam Power Wateror any other kind of energy consumption. However the company is taking all possiblemeasures to conserve the energy.
Your company is continuously looking for new ways of conservation of energy and wastesminimization for the protection of environment. The eco-friendly initiatives adopted byyour company are:
Implementing energy conservation schemes.
Awareness programmes for employees at all levels and for community.
Promoting the use of alternative fuels and materials.
B. Technology Absorption and Research & Development
Since the Company is not involved in manufacturing activity hence the research &development and technology absorption is not applicable.
The Company has not incurred any expenditure on Research & Development. Yourcompany has not imported technology during the last 8 years reckoned from the beginning ofthe financial year.
C. Foreign Exchange Earnings and Outgo
Foreign Exchange Earning: Rs.7264628/-Foreign Exchange Outgo: Rs.84669577/-
PARTICULARS OF EMPLOYEES
None of the employee including managerial personnel draw in excess of the limitsprescribed under Section 197(12) of the Companies Act 2013 read with rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 whichneeds to be disclosed in the Directors' report.
COMPOSITION OF VARIOUS COMMITTEES OF THE BOARD The following Committees of the Boardwere constituted:
|AUDIT COMMITTEE || |
|1. Mr. Yash Jeet Basrar ||- Chairman |
|2. Mr. Shyam Kishore Lal ||- Member |
|3. Ms. Preeti Chadha ||- Member |
|SHAREHOLDERS RELATIONSHIP COMMITTEE || |
|1. Mr. Yash Jeet Basrar ||- Chairman |
|2. Ms. Preeti Chadha ||- Member |
|3. Mr. Pradip Kumar Banerji ||- Member |
|4. Mr. Shyam Kishore Lal ||- Member |
|NOMINATION AND REMUNERATION COMMITTEE || |
|1. Mr. Yash Jeet Basrar ||- Chairman |
|2. Mr. Pradip Kumar Banerji ||- Member |
|3. Mr. Shyam Kishore Lal ||- Member |
|4. Mr. Alok Kumar Agarwal ||- Member |
|MANAGEMENT COMMITTEE || |
|1. Mr. Ankit Agarwal ||- Chairman |
|2. Mr. Alok Kumar Agarwal ||- Member |
|3. Mr. Yash Jeet Basrar ||- Member |
|4. Ms. Preeti Chadha ||- Member |
|CSR COMMITTEE || |
|1. Mr. Yash Jeet Basrar ||- Chairman |
|2. Mr. Alok Kumar Agarwal ||- Member |
|3. Mr. Ankit Agarwal ||- Member |
RELATED PARTY TRANSACTIONS
For Related Party Transactions please refer note no. 33 of Financial Statements of theCompany and para3 & 4 of Annexure-I to the Auditor's report for the financial year2016-17.
The Company has framed a Vigil Mechanism for Directors and Employees may reportconcerns about unethical behavior actual or suspected fraud or violation of the Company'sCode of conduct & ethics without fear of reprisal.
DISCLOSURE OF MANAGERIAL REMUNERATION
The Statement of Disclosure of Remuneration under Section 197 of the Companies Act2013 and Rule 5(1) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure to the Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17: No. of Complaints received: Nil No. of Complaints disposed off:Nil
ABSTRACT OF THE ANNUAL RETURN
The abstracts of the Annual Return in Form MGT-9 for the year 2016-17 is being annexedto and forming part of the Directors' Report.
The provisions of Cost Audit are not applicable to the company.
Your Directors take this opportunity to thank Company's customers shareholderssuppliers bankers Central and State Governments for their consistent support to theCompany. The Board also wishes to place on record their appreciation for the hard workdedication and commitment of the employees at all levels. The Board looks forward to theircontinued support and understanding in the years to come.
| ||BY ORDER OF THE BOARD OF DIRECTORS |
| ||For ALANKIT LIMITED |
| ||ALOK KUMAR AGARWAL |
| ||CHAIRMAN |
|DATE: 30.05.2017 || |
|PLACE: New Delhi || |