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Alka India Ltd.

BSE: 530889 Sector: Industrials
NSE: N.A. ISIN Code: INE061B01020
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VOLUME 14578
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Mkt Cap.(Rs cr) 10
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Alka India Ltd. (ALKAINDIA) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 23rd Annual Report together with theAudited Statement of Accounts of Alka India Limited for the year ended March 31 2017.

1. SUMMARISED FINANCIAL HIGHLIGHTS

(Amount in Rupees)

Particulars As on March 31 2017 As on March 31 2016
Revenue from operations & other operating income 9864413 8280291
Profit/ (Loss) Before taxation & Exceptional Items (31955502) (13460895)
Add: Exceptional Items - 27795561
Profit/ (Loss) before Tax (31985502) (14334666)
Less: Tax expenses (1603548) (1101816)
Profit/ (Loss) after Taxation (30351954) 15436482
Balance brought forward from the previous year (233497629) (248080125)
Balance carried forward to next year (263849582) (233497629)

2. Company Performance:

During the financial year ended March 31 2017 the total revenue was Rs.9864413. TheCompany has incurred post tax loss of Rs.30351954 for financial year.

3. Dividend:

The Board of Directors do not recommended dividend for the year ended March 31 2017.

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 under Regulation 34 (3)read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 is provided as a separate section forming part of the Annual Report.

5. Directors Responsibility Statement :

Pursuant to requirement of Section 134(5) of the Companies Act 2013 with respect toDirectors Responsibility Statement Directors of your Company hereby state and confirmthat:

a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards havebeen followed along with proper explanation relatingto material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that arereasonable 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 adequate and are operating effectively.

6. Subsidiaries

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 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 properaccounting controls protecting assets from unauthorizedlosses and ensuring reliability of financial andoperational information and propercompliance with regulations. In the opinion of the Board an internalcontrol systemadequate to the size of the Company is in place.

10. Insurance:

The Company's property equipment and stocks are adequately insured against major risksafter taking into account all the relevant factors.

11. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act 2013 and applicablerules thereto Mr. Satish 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.

Further the Company proposes to Reappoint Mr Ramakant Gokulchand (DIN: 03636385) as theManaging Director of the Company pursuant to the pursuant to the provisions of Sections196 197 198 read with Schedule V and other applicable provisions if any of theCompanies Act 2013 ("the Act") and Rules made thereunder for the period offive years commencing from October 06 2017.

Mr. Lalit Joshi (DIN: 07352528) resigned on August 1 2017 due to his pre occupation.The Board placed on record its deep appreciation for Mr. Lalit Joshi and thanked him forhis significant contributions and valuable guidance during his association with theCompany.

Based on the Application received from one of the member proposing the candidature ofMr. Harsh Upadhyay (DIN: 07263779) as Independent Director the Board of Directors of theCompany at their meeting held on August 11 2017 appointed Mr.Harsh Upadhyay as anIndependent Additional Director with immediate effect who shall hold his office till thenext Annual General meeting.

The proposed resolution for appointment of Mr. Harsh Upadhyay as Independent Directorforms part of the Notice convening Annual General Meeting. Your Directors recommend hisappointment for your approval.

Declaration by Independent Director(s)

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under 149 (6) of the Companies Act 2013 and Regulation 16 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Familiarization programme for Independent Directors

The Familiarization Programme is formulated with the aim to make the IndependentDirectors of Alka India Limited aware about their role responsibilities and liabilitiesin the

Company and to learn about the nature of the industry in which the company operatesbusiness model of the Company etc. The policy on Company's familiarization programme forIndependent Director has been uploaded on the website of the Company at www.alkaindia.com.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 read with Rule 8 (4) of theCompanies (Accounts) Rules 2014 and Regulation 17 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual performanceevaluation of the directors individually as well as the evaluation of the working of itsCommittees including the Chairman of the Board. The board's performance for the currentyear was assessed on the basis of participation of directors quality of informationprovided/available quality of discussion and contribution etc. A structured questionnairewas prepared after taking into consideration inputs received from the Directors coveringthe aforesaid aspects of the Board's functioning. The overall performance of the Board andCommittees of the Board was found satisfactory. The overall performance of ChairmanExecutive Directors and the Non-Executive Directors of the Company is satisfactory. Thereview of performance was based on the criteria of performance knowledge analysisquality of decision making etc.

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.

12. 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 thattheir re-appointment if made would be within the prescribed limits under the CompaniesAct 2013 and that they are not disqualified for re-appointment.

The Notes on financial statements referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

Internal Auditor

During the period under review Mr. Sunil Sureka (Membership. No. 139836) CharteredAccountant is appointed as an Internal Auditor of the Company in order to conduct theInternal Audit of the Company

Secretarial Auditor

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 hasappointed Mr. Vishal N. Manseta Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed to this Report.

13. Disclosures

Audit Committee

The Audit Committee comprises two Independent Non-Executive Directors namely Mr LalitJoshi (Chairman) Mr. Madanlal Purohit And Mr. Satish Panchariya as members. The AuditCommittee played an important role during the year. It coordinated with the StatutoryAuditors and other key personnel of the Companyand has rendered guidance in the areas ofinternal auditand control finance and accounts. All the recommendations made by the AuditCommittee were accepted by the Board. Four meetings of the Audit Committee were heldduring the year.

Stakeholders' Relationship Committee

The Company has a Stakeholders' Relationship Committee to oversee grievance andredressal mechanism and recommended measures to improve the level of investor's servicesand to look into and decide matters pertaining to share transfer duplicate sharecertificates and related matters. The committee comprises of three directors namely: Mr.Madanlal Purohit (Non executive Independent) Mr. Neel Ashok Doctor (Non-executiveIndependent) Mr. Lalit Joshi(Chairman) (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 metonce during the year. The committee comprises of three directors namely: Mr. MadanlalPurohit (Non executive Independent) Mr. Neel Ashok Doctor (Non-executive Independent) MrLalit Joshi(Chairman) (Non executive Independent).

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 the Company atwww.alkaindia.com

Meetings of Board

The Board of Directors duly met 7 times during the financial year from April 01 2016to March 31 2017. The dates on which meetings were held are as follows:

11-May-16

11-Aug-16

06- Oct-16

11-Nov-16

04- Jan-17

13-Feb-17

23-Mar-17

Particulars of Loans Investments Guarantees by the Company

The particulars of loans guarantees and investments made/given by the Company in theyear 2016 -2017 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

During the year under review all transactions entered into by the Company with relatedparties as defined under the Companies Act 2013 and Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 were in the ordinary course ofbusiness and on an arm's length basis.

There were no materially significant transactions with the related parties during thefinancial year which were in conflict with the interest of the Company.

Disclosure of transactions with related parties as required under the AccountingStandard (AS-18) has been made in the notes forming part of the financial statements.Accordingly the disclosure of related party transactions as required under Section134(3)(h) of the Companies Act 2013 read with rule 8 (2) of the companies (Account)Rules 2014 are given.

There were no materially significant related party transitions that may have potentialconflict with the interest of Company at large with its promoters director's or relativesunder the scope of Section 188(1) of the Companies Act 2013. Information on transactionswith related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of theCompanies (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 2017. Thedetails of loans and advances which are required to be disclosed in the Company's annualaccounts 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 regulatetransactions 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

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Company's premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

14. Extract of Annual Return

In terms of provisions of Section 92 (3) of the Companies Act 2013 an extract ofAnnual Return in prescribed format is annexed to this Report as part of the Annual Report.

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith.

15. Conservation Of Energy Technology Absorption Foreign Exchange:

The provisions of Section 134(3)(m) of the Companies Act 2013 relating toconservation of energy and technologyabsorption are not applicable to the Company.However the Company has been continuously and extensively usingtechnology in itsoperations.

There were no foreign exchange earnings and foreign exchange outgo during the year.

16. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anyreenactment/modification thereof) in respect of employees of the Company is as follows:

During the period under review the company had 2 Executive Director 1 NonExecutiveDirector 4 Non Executive Independent Director.

No sitting fees has been paid to any Director during the year. The particulars of theemployees who are covered by the provisions contained in Rule 5(2) and rule 5(3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are:

a) Employed throughout the year Nil
b) Employed for part of the year Nil

The remuneration paid to all Key Management Personnel was in accordance withremuneration policy adopted by the company. The information required pursuant to section197(12) read with rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect to remuneration to the Whole time directors and Keymanagerial Personnel is prepared separately forming part of this report.

Having regard to the first proviso of section 136 (1) of the Companies Act 2013 theAnnual Report is being sent to the members of the Company excluding the aforesaidinformation. However the said information is available for inspection at the RegisteredOffice of the Company during business hours on working days

17. Details of significant and material orders passed by theregulators or courts ortribunals impacting the goingconcern status and Company's operations in future

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

18. Share Capital

The paid up Equity Share Capital as on March 31 2017 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.

19. Corporate Governance and Shareholders Information

Your Company has taken adequate steps to adhere to all the stipulations laid down inSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A report onCorporate Governance is included as a part of this Annual report. Certificate from thePracticing Company Secretary confirming the compliance with the conditions of CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is included as a part of this report.

20. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year to BSE wherethe Company's shares are listed

21. Appreciation and Acknowledgements:

Your Directors wish to place on record their appreciation and sincere gratitude to thevarious Departments of the Central and StateGovernment Company's Bankers clients mediaand business constituents for their valuable assistance and support. The Directors alsoacknowledge 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 By Order of the Board of Director
Unit 102 Morya Landmark II
Opp. Infinity Mall For ALKA INDIA LIMITED For ALKA INDIA LIMITED
New Link Road Andheri (W)
Mumbai-400053. Sd/- Sd/-
Place : Mumbai Ramakant Gokulchand Satish Panchariya
Date : August 11 2017 Chairman & Managing Director Executive Director