Your Directors have pleasure in presenting the 22ndAnnual Report togetherwith the Audited Statement of Accounts of Alka India Limited for the year ended March 312016
1. SUMMARISED FINANCIAL HIGHLIGHTS
|Particulars ||Current Year ||Previous Year |
|Revenue from operations & other operating income ||8280291 ||8527919 |
|Profit/ (Loss) Before taxation & Exceptional Items ||-13460894 ||-15869904 |
|Add: Exceptional Items ||0 ||0 |
|Profit/ (Loss) before Tax ||-13460894 ||-15869904 |
|Less: Tax expenses ||28897377 ||0 |
|Profit/ (Loss) after Taxation ||15436482 ||-15869904 |
|Balance brought forward from the previous year ||-248080126 ||-232210222 |
|Balance carried forward to next year ||-232643644 ||-248080126 |
2. Company Performance:
During the financial year ended 31st March 2016 the company has incurred operationalloss of Rs. (123.59 lacs) however after providing for reversal of prior period taxes thebooked profit of the company is Rs. 154.36 lacs.ncial year.
The Board of Directors do not recommended dividend for the year ended March 31 2016
4. Management Discussion And Analysis
The Management Discussion and Analysis of financial condition including the results ofoperations of the Company for the year under review as required as per ListingRegulations is provided as a separate section forming part of the Annual Report.
5. Directors Responsibility Statement :
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March2016 the applicable accounting standards havebeen followed along with proper explanationrelating to material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financialyear and of the profitof the company for the same period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance withthe provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detectingfraud and otherirregularities;
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 andwere operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequateand are operating effectively
The Company has no subsidiaries associate companies or joint ventures.Pursuant tofirst proviso to sub- section (3) of section 129 read with rule 5 of Companies (Accounts)Rules 2014) Statement containing salient features of the financial statement ofsubsidiaries/ associate companies/joint ventures Form AOC -1 is annexed herewith.
7. Corporate Governance & Management Discussion and Analysis Report :
Pursuant to Schedule V of the SEBI Listing Regulations the Corporate Governance Reportalong with Certificate by the Auditors of the Company on its Compliance ManagementDiscussion and Analysis Report forms a part of this Annual Report.
8. Corporate Social Responsibility
The provisions of the Companies Act 2013 regarding Corporate Social Responsibility arenot attracted to the Company yet.
9. Internal Control Systems and their Adequacy
The company has adequate systems of internal control covering all financial andoperational activities.The internal control are designed to provide reasonable assurancewith regard to maintaining proper accounting controls protecting assets from unauthorizedlosses and ensuring reliability of financial and operational information and propercompliance with regulations. In the opinion of the Board an internal control systemadequate to the size of the Company is in place.
10. Directors and Key Managerial Personnel
Pursuant to the provisions of Section 152 of the Companies Act 2013 and applicablerules thereto Mr. Ashok Panchariya Non-Executive Director of the Company is liable toretire by rotation at the ensuing Annual General Meeting and being eligible seeksre-appointment. Your Directors recommend his reappointment for your approval.
Based on the application received from one of the member proposing the candidature ofMs. Jayshree Gangurde as Independent Director the Board of Directors of the Company attheir meeting held on March 31 2015 appointed Ms. Jayshree Gangurde as an IndependentAdditional Director with immediate effect who shall hold his office till the next AnnualGeneral meeting. The proposed resolution for appointment of Ms. Jayshree Gangurde asIndependent Director forms part of the Notice convening Annual General Meeting. YourDirectors recommend her appointment for your approval.
Based on the application received from one of the member proposing the candidature ofMr. Lalit Joshi as Independent Director the Board of Directors of the Company at theirmeeting held on March 28 2016 appointed Mr. Lalit Joshi as an Independent AdditionalDirector with immediate effect who shall hold his office till the next Annual Generalmeeting. The proposed resolution for appointment of Mr Lalit Joshi as Independent Directorforms part of the Notice convening Annual General Meeting. Your Directors recommend herappointment for your approval.
During the period under review Mr. Anant Sharma Non-Executive Independent Director ofthe Company tendered his resignation w.e.f. March 28 2016. The Board placed on recordits deep appreciation for Mr. Anant Sharma and thanked him for his significantcontributions and valuable guidance during his association with the Company.
Declaration by Independent Director(s)
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149 (6) of the Companies Act 2013 andRegulation16 and Regulation 25 of the Listing Regulations.
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation ofthe working of its Audit Nomination& Remuneration and other Committees.The boards performance for the current yearwas assessed on the basis of participation of directors quality of informationprovided/available quality of discussion and contribution etc. A structured questionnairewasprepared after taking into consideration inputs received from the Directors coveringthe aforesaid aspects of theBoards functioning. The overall performance of the Boardand Committees of the Board was found satisfactory.
Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration. The Remuneration Policy is stated in theCorporate Governance Report.
11. Auditors & Auditors Report Statutory Auditor
M/s. Agrawal Jain & Gupta Chartered Accountants Statutory Auditors of theCompany holds office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment.They have confirmed their eligibility to the effect thattheirre-appointment if made would be within the prescribedlimits under the CompaniesAct 2013 and that they are not disqualified for re-appointment.
The Notes on financial statements referred to in the Auditors Report areselfexplanatory and do not call for any furthercomments. The Auditors Reportdoes not contain anyqualification reservation or adverse remark.
During the period under review Mr. Sunil Sureka (M.No. 139836)Chartered Accountant isappointed as an Internal Auditor of the Company in order to conduct the Internal Audit ofthe Company
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointedMr. Vishal N. Manseta Practicing Company Secretary to undertake the SecretarialAudit of the Company.
The Secretarial Audit Report is annexed to this Report. The Secretarial Audit Reportdoes not contain any qualification reservations or adverse remark.
12. Disclosures Audit Committee
The Audit Committee comprises Independent Directors namely Mr. Anant Sharma Mr. SatishPanchariya Mr Lalit Joshi and Mr. Madanlal Purhoit (Chairman) as members. The AuditCommittee played an important role during the year. It coordinated with the StatutoryAuditors and other key personnel of the Company and has rendered guidance in the areas ofinternal audit and control finance and accounts. All the recommendations made by theAudit Committee were accepted by the Board.
6 meetings of the Audit Committee were held during the year.
Stakeholders Relationship Committee
The Company has a Shareholders/ Investors Grievance & share Transfer Committee tooversee grievance and redressal mechanism and recommended measures to improve the level ofinvestors services and to look into and decide matters pertaining to share transferduplicate share certificates and related matters. The committee comprises of fourdirectors namely: Mr. Madanlal Purhoit (Non-executive Independent) Mr. Anant Sharma (Nonexecutive Independent) Mr. Neel Ashok Doctor (Non-executive Independent) Mr Lalit Sharma(Non executive Independent).
Nomination & Remuneration Committee
The Nomination and Remuneration Committee recommends to the Board the suitability ofcandidates for appointment as Key Managerial Personnel Directors and the remunerationpackages payable to them and other employees. Nomination and Remuneration Committee met 2times during the year.
Vigil Mechanism / Whistle Blower Policy
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employeesto report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of theCompany atwww.alkaindia.com
Meetings of Board
The Board of Directors duly met 16 times during the financial year from Sept 302014 toMarch 31 2016. The dates on which meetings were held are as follows :
|21-Oct-14 ||31-Mar-15 ||6-Jul-15 ||6-Nov-15 |
|28-Nov-14 ||11-May-15 ||22-Jul-15 ||1-Jan-16 |
|20-Jan-15 ||9-Jun-15 ||13-Aug-15 ||3-Feb-16 |
|4-Feb-15 ||2-Jul-15 ||13-Oct-15 ||28-Mar-16 |
Particulars of Loans Investments Guarantees by the Company
The particulars of loans guarantees and investments made/given by the Company in theyear 2014 -2016 as per Section 186 of the Companies Act 2013 is stated in the Notes toAccount which forms part of this Annual Report.
Particulars of Contracts or Arrangements with Related Parties
There were no materially significant related party transitions that may have potentialconflict with the interest of Company at large with its promoters directors orrelatives under the scope of Section 188(1) of the Companies Act 2013. Information ontransactions with related parties pursuant to Section 134(3)(h) of the Act read withrule8(2) of the Companies (Accounts) Rules 2014 are given.
Deposits Loans and Advances
Your Company has not accepted any Public Deposits and as such no amount on account ofprincipal or interests on public deposits was outstanding as on March 31 2016. Thedetails of loans and advances which are required to be disclosed in the Companysannual accounts pursuant to Regulation 34(3) and 53(f) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchanges are mentioned inNotes 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 AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthereunder and the Listing Regulations. This Policy was considered and approved by theBoard has been uploaded on the website of the Company at www.alkaindia.com>policies
Prevention Prohibition and Redressal of Sexual Harassment at Workplace
Company has Sexual Harassment Policy in place and available on Companys website.During the year under reviewthere were no complaints from any of the employee.
13. Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith.
14. Conservation Of Energy Technology Absorption Foreign Exchange
The provisions of Section 134(3)(m) of the Companies Act 2013 relating toconservation of energy and technology absorption are not applicable to the Company.Howeverthe Company has been continuously and extensively using technology in itsoperations. There were no foreign exchange earnings and foreign exchange outgo during theyear.
15. 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 in respect of employeesof the Company is as follows: During the period under review the company had 3 Executiveand 5Non Executive Director and they were not paid any remuneration etc. Further nositting fees have been paid to any director during the year.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
|a) Employed throughout the year ||Nil |
|b) Employed for part of the year ||Nil |
16. Details of significant and material orders passed by theregulators or courts ortribunals impacting the goingconcern status and Companys operations in future
There was an order passed against the Company by BSE Ltd (Exchange) on 24thAugust 2015 suspending the trading in securities of the Company as an interim preventiveand remedial measure for the orderly development of securities market to avoid marketmanipulation by certain entities. The said order was not for the particular company and/ora definite reason and/or non-compliance but was passed as an interim order as measure forbetter development of securities market. The Company has made the submissions and attendedthe hearing(s) via authorised representative after the due proceedings the abovementionedsuspension was revoked w.e.f December 01 2015.
17. Share Capital
The paid up Equity Share Capital as on March 31 2016 was Rs. 500000000. However thelisting permission from the BSE for the 250000000 equity shares issued upon conversionof 250000000 Non-cumulative Preference Shares of Rs 100 is still pending.
18. Corporate Governance and Shareholders Information
Your Company has taken adequate steps to adhere to all the stipulations laid down inListing Regulations in Annual report. Certificate from Mr. Vishal Manseta PractisingCompany Secretary confirming the compliance with. A report on Corporate Governance isincluded as a part of this the conditions of Corporate Governance as stipulated underSchedule V: Annual Report [Regulation 34(3) and 53(f)] of Listing Regulationsis includedas a part of this report.
19. Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the year to BSE wherethe Companys shares are listed
20. Appreciation and Acknowledgements:
Your Directors wish to place on record their appreciation and sincere gratitude to thevarious Departments of the Central and State Government Companys Bankers clientsmedia and business constituents for their valuable assistance and support. The Directorsalso acknowledge the continued support received from investors and shareholders and theconfidence reposed by them. The Directors place on record their appreciation for thesincere and dedicated services rendered by all the employees of the Company at all levels.
|Registered Office : ||By Order of the Board of Director |
|E-211 Crystal Plaza ||For ALKA INDIA LIMITED |
|Opp. Fame Adlabs || |
|New Link Road ||Sd/- |
|Andheri (W) || |
|Mumbai - 400 053. ||Ramakant Gokulchand |
| ||Chairman & Managing Director |
|Place : Mumbai || |
|Date : 11th May 2016 || |
(Pursuant to first proviso to sub- section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) Statement containing salient features of the financialstatement of subsidiaries/ associate companies/joint ventures
Part "A": Subsidiaries
|Particulars ||Indian Subsidiary ||Foreign Subsidiary |
|Reporting Period for the subsidiary concerned if different from the holding companys reporting period ||Nil ||Nil |
|Reporting currency and exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries ||Nil ||Nil |
|Share Capital ||Nil ||Nil |
|Reserves & Surplus ||Nil ||Nil |
|Total Assets ||Nil ||Nil |
|Total Liabilities ||Nil ||Nil |
|Investments ||Nil ||Nil |
|Turnover ||Nil ||Nil |
|Profit before Taxation ||Nil ||Nil |
|Provision for Taxation ||Nil ||Nil |
|Profit after Taxation ||Nil ||Nil |
|Proposed Dividend ||Nil ||Nil |
|% of shareholding ||Nil ||Nil |
Part "B": Associates and Joint Ventures: Nil
FORM NO. AOC-2
Form for disclosure of particulars of contracts/ arrangements entered into by theCompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.
1. Details of contracts or arrangements or transactions not at arms lengthbasis
|SI. No. ||Particulars ||Details |
|a) ||Name (s) of the related party & nature of relationship ||- |
|b) ||Nature of contracts/ arrangements/ transactions ||- |
|c) ||Duration of the contracts/ arrangements/ transactions ||- |
|d) ||Salient terms of the contracts or arrangements or transaction including the value if any ||- |
|e) ||Justification for entering into such contracts or arrangements or transaction ||- |
|f) ||Date of Approval by the Board ||- |
|g) ||Amount paid as advances if any ||- |
|h) ||Date on which the special resolution was passed in General meeting as required under first proviso to section 188 ||- |
2. Details of material contracts or arrangements or transactions at arms lengthbasis
|Sl. No. ||Particulars ||Details |
|a) ||Name (s) of the related party & ||- |
|b) ||Nature of relationship ||- |
|c) ||Nature of contracts/ arrangements/ transactions ||- |
|d) ||Duration of the contracts/ arrangements/transactions ||- |
|e) ||Salient terms of the contracts or arrangements or transaction including the value if any ||- |
|f) ||Amount paid as advances if any ||- |
|g) ||Date of Approval by the Board ||- |
|h) ||Amounts incurred during the year (Rs. In Lakhs) ||- |
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED March 31 2016
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
The MembersAlka India Limited
I/We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ALKA INDIA LIMITED (hereinaftercalled the company). Secretarial Audit was conducted in a manner that provided me/us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.
Based on my/our verification of the ALKA INDI A LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I/We hereby report that in my/our opinion thecompany has during the audit period from October 01 2014 on March 31 2016 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
The Period covered under review as financial year is in excess of 12 Months to complywith the provisions of the Companies Act 2013 which read as "the Financial year ofthe Indian Company(ies) shall be March 31 of every year except in cases where holdingcompany is not an Indian Company." To comply with this requirement the Company hassought an extension of Financial Year from the Registrar of Companies Mumbai andMaharashtra.
I/we have examined the books papers minute books forms and returns filed and otherrecords maintained by "the Company" for the financial year ended on March 312016 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
As per information and explanation given to me and documents provided for inspectionthe Company has maintained minutes book statutory registers as required by the Act.The Company has filed various E-Forms during the year as a part of Compliance with theAct. The requisite forms were filed with appropriate authority(ies) as and when required.
The paid up Capital of the Company is in excess of Rs. 5 Crore and its shares arelisted on BSE however the Company does not have whole time Company Secretary. As perinformation and explanation provided to me the Company is in process of appointing theWhole time Company Secretary.
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
As per information provided the Company has complied with the stated rules.
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
As the shares of the Company are listed on BSE as per compliance requirement the sharesof the Company are in demat form except 257742110 shares as on March 31 2016 andCompany complies with the depositories act.
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;Not applicable.
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; intimations were given to exchanges as and whenapplicability was identified.
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
The notice for the closure of trading window was given to the persons identified to bepossessing the price sensitive information.
The said regulations are complied with as the insider trading notice is issued to thepersons possessing price sensitive information before every Board or Members meeting andin case of any Corporate Action or announcements made to Stock Exchanges as the case maybe
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; Not Applicable
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; Not Applicable
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; Not Applicable
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
The Sharex Dynamic India Pvt. Ltd is RTA of the Company and is compliant with the saidregulations.
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; Not Applicable and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; Not Applicable
(iv) The list of other acts applicable is as under:
Provident Fund and other Employee Benefit related Statutes
The EPF is not applicable to the company during the period under review; however theCompany has complied with other applicable Employee Benefit statutes as and whenapplicable.
TDS and Service Tax related statutes
As per the information and explanation given the company has been generally regular indepositing the applicable statutory dues (taxes) except delay in some cases which werethen deposited with due late payment and interest as may be applicable.
The Maharashtra Shops and Establishment Act 1948.
The Information Technology Act 2000.
The Indian Stamp Act 1899/Bombay Stamp Act.
Negotiable Instruments Act 1881.
Registration of any property purchase/sale/long lease.
Wealth Tax Act 1957.
Maharashtra Profession Tax under various state level legislations.
Indian Contract Act 1872.
As per information and explanation given the Company has obtained various licenses asmay be applicable during the year.
I/we have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
As per information and explanation given to me and as per documents provided forverification the Company is complying with the applicable secretarial standards
I/we further report that
The Board of the Company is duly constituted as on March 31 2016. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings along withdetailed agenda and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation atthe meeting.
Majority decision is carried through as there were no dissenting views by the members. I/wefurther report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
The trading of the Company was suspended due to action taken by BSE Limited vide theirorder dated August 24 2015. The said order was not for the particular company and/or adefinite reason and/or non-compliance but was passed as an interim order as measure forbetter development of securities market. The Company has made the submissions and attendedthe hearing(s) via authorised representative after the due proceedings the abovementionedsuspension was revoked w.e.f December 01 2015
| ||For Vishal N. Manseta |
| ||(Practicing Company Secretary) |
| ||Sd/- |
| ||Vishal N. Manaseta |
|Place :Mumbai || |
|Date :May 11 2015 || |