ALLIANCE INTEGRATED METALIKS LIMITED
Your Directors are pleased to present the 27th Annual Report on the businessand operations of your Company along with the audited financial statements for the periodended 31st March 2016.
As the current financial year comprises a period of nine months from July 1 2015 toMarch 31 2016 therefore numbers pertaining to current financial year 2015-16 are notcomparable with numbers of previous financial year 2014-15. However The Company'sfinancial performance for the period ended 31st March 2016 and year ended 30th June2015 is summarized below:
(Rupees in Lacs)
|PARTICULARS ||Period ended 31st March 2016 ||Year ended 30th June 2015 |
| ||(9 Months) ||(12 Months) |
|Revenue from Operations ||16307.90 ||43312.42 |
|Expenditures (excluding depreciation and finance costs) ||15591.32 ||39516.61 |
|Depreciation ||2030.69 ||2116.98 |
|Finance Cost ||3287.68 ||4379.73 |
|Profit/(Loss) before Taxation ||(4601.79) ||(2700.90) |
|Tax Expenses ||(1412.89) ||(869.08) |
|Profit/(Loss) after Tax ||(3188.90) ||(1831.82) |
|Earning per Equity Share (Rs. per Share) || || |
|(1) Basic after extraordinary item ||(27.46) ||(16.43) |
|(2) Diluted after extraordinary item ||(27.46) ||(16.43) |
During the period under review the Company earned revenue from operations amounting toRs. 16307.90 Lacs as compared to Rs. 43312.42 Lacs in the previous year. Loss after Taxstood at Rs. 3188.90 as against Loss after Tax of Rs. 1831.82 lacs in the previous year.
The Board of Directors has not recommended any dividend for the period ended31.03.2016.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with Section 129 of the Companies Act 2013 Consolidated FinancialStatements are attached and form part of the Annual Report and the same shall be laidbefore the ensuing Annual General Meeting along with the Financial Statements of theCompany.
STATE OF COMPANY'S AFFAIRS
The state of affairs of the Company is presented as part of the Management Discussionand Analysis Report forming part of the Annual Report.
As stipulated under Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 executed with the Stock Exchanges the report onManagement Discussion and Analysis the Report on Corporate Governance and the requisiteCertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance are provided in a separate section and forms part of the AnnualReport.
Pursuant to section 2(41) of the Companies Act 2013 the Company adopted April-Marchas its financial year and accordingly the year under review comprised of Nine months onlyi.e from 1st July 2015 to 31st March 2016. From 2016-17 & onwards the financialyear of the Company shall be for a period of 12 months i.e. from 1st April to 31st March.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(5) of the Companies Act 2013 theDirectors hereby confirm that:
a) in the preparation of the annual accounts for the nine months ended 31stMarch 2016 the applicable Accounting Standards have been followed and there are nomaterial departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements 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 31st March 2016 and ofthe loss of the Company for that period;
c) the Directors have 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;
d) the Directors have prepared the Annual Accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
SUBSIDIARIES AND ASSOCIATES
The Company has following Associate Companies as on March 31 2016:
|S. No. ||Name of the Company ||Status |
|1 ||ARGL Limited ||Associate |
|2 ||ACIL Limited ||Associate |
In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013a statement containing salient features of the financial statements of the Company'sassociates and the report on their performance and financial position in Form AOC-1 isannexed to the financial statements and forms part of the Annual Report which covers thefinancial position of the associate Company. (Annexure-I) The Company does not haveany subsidiary and joint venture as on March 31 2016.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act 2013 the Board of Directors of theCompany appointed Ms. Prerna Wadhwa as Company Secretary of the Company.
Mr. Avijit Banerjee (DIN:01357534) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard of Directors recommends his appointment. A brief resume of the Director proposed tobe appointed/ re-appointed as required under Regulation 36 (3)(a) of
SEBI (Listing Obligations and disclosure Requirements) Regulations 2015 and CompaniesAct 2013 forms part of the notice convening Annual General Meeting.
Details of the familiarization programme of the Independent Directors are available onthe website of the Company (URL: http://www.aiml.in/investors.php)
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The Board met 6 times during the period the details of which are provided in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 andSEBI Listing Regulations 2015.
The Board evaluated the effectiveness of its functioning and that of the committees andof individual Directors by seeking their inputs on various aspects of Board/Committeegovernance such as the Board composition and structure effectiveness of board processesactive participation and contribution of directors in the Board/ Committee meetings andthe fulfillment of Directors obligation and their fiduciary responsibilities.
Further the Independent Directors at their meeting reviewed the performance of theBoard Chairman of the Board and of Non Executive Directors. The meeting also reviewed theco-ordination between the Company management and the Board which is required for the Boardto effectively and reasonably perform their duties.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the internalaudit function reports to the chairman of the Audit Committee and all significant auditobservations and corrective actions are presented to the Committee.
STATUTORY AUDITORS AND AUDITORS' REPORT
M/s A.C. Gupta & Associates Chartered Accountants (Firm Regd. No: 008079N) wereappointed Statutory Auditors of the Company to hold office up to the conclusion of 29thAnnual General Meeting of the Company subject to the ratification of their appointment atevery Annual General Meeting. M/s A.C. Gupta & Associates Chartered Accountants haveconfirmed their eligibility and willingness to accept office if their appointment isratified at the ensuing Annual General Meeting. The proposal for the ratification of theirappointment is included in the notice for Annual General Meeting sent herewith.
The Company has received a consent letter from the statutory auditors for theirappointment and a certificate from them that their appointment if ratified shall be inaccordance with the conditions as prescribed under the Companies Act 2013 and that theyare not disqualified for appointment.
The Auditor's Report does not contain any qualifications reservations or adverseremarks. The Report is attached hereto and is self-explanatory requiring no furtherelucidation
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s C. Shandilya &Associates Company Secretaries has undertaken the Secretarial Audit of the Company forthe financial year 2015-16. The Report of the Secretarial Audit in Form MR 3 for theperiod ended March 31 2016 is annexed as Annexure II to the Report. There are noqualifications reservations or adverse remarks made by Secretarial Auditor in theirreport.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Disclosure on particulars relating to loans guarantees or investments under section186 of the Companies Act 2013 have been provided as part of the financial statements.
TRANSACTIONS WITH RELATED PARTIES
In accordance with Section 134(3) (h) of the Companies Act 2013 read with Rule 8(2) ofCompanies (Accounts) Rules 2014 the particulars of contracts or arrangements withrelated parties referred to in Section 188(1) of the Companies Act 2013 in theprescribed Form AOC-2 is attached as Annexure III to this Report.
EXTRACT OF ANNUAL RETURN
In terms of Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) ofCompanies (Management & Administration) Rules 2014 the extract of Annual Return ofthe Company in Form MGT-9 is attached as Annexure IV to this Report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014 regarding conservation of energytechnology absorption and foreign exchange earnings and outgo are attached as AnnexureV to this Report.
COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The details of the membership and attendance at the meetings of the above Committees ofthe board are provided in the Corporate Governance Section of the annual report.
POLICY ON APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee of the Board has framed a policy for selection and appointment of Directors andsenior management personnel which inter alia includes the criteria for determiningqualifications positive attributes and independence of a Director(s)/Key managerialpersonnel and their remuneration. The nomination and remuneration policy is available onthe website of the Company (http://www.aiml.in/investors)
CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility Policy of the Company and therelated details for the period 2015-2016 are set out in Annexure VI of this reportas per the format prescribed in the Companies (Corporate Social Responsibility Policy)Rules 2014. The Composition of CSR committee and other related details are provided inthe Corporate Governance section forming part of this Report. The policy is available onthe website of the Company.
The Audit Committee comprises Mr. Gaurav Pabby Independent Director as Chairman andMr. Devinder Singh Sodhi Independent Director and Mr. Avijit Banerjee Non-ExecutiveDirector as Members. The Board of Directors have accepted all the recommendation of theAudit Committee.
The Company has in place a vigil mechanism in the form of Whistle Blower Policy. Itaims at providing avenues for employees to raise complaints and to receive feedback on anyaction taken and seeks to reassure the employees that they will be protected againstvictimization and for any whistle blowing conducted by them in good faith. The policy isintended to encourage and enable the employees of the Company to raise serious concernswithin the organization rather than overlooking a problem or handling it externally.
The Company is committed to the highest possible standard of openness probity andaccountability. It contains safeguards to protect any person who uses the Vigil Mechanismby raising any concern in good faith. The Company protects the identity of the whistleblower if the whistle blower so desires however the whistle blower needs to attend anydisciplinary hearing or proceedings as may be required for investigation of the complaint.The mechanism provides for a detailed complaint and investigation process.
If circumstances so require the employee can make a complaint directly to the Chairmanof the Audit Committee. The Company also provides a platform to its employees for havingdirect access to the Managing Director. The Company Secretary is the Compliance Officer.The confidentiality of those reporting violations is maintained and they are not subjectedto any discriminatory practice.
The Company has developed and implemented a Risk Management Policy. The details ofelements of risk are provided in the Management Discussion and Analysis section of theAnnual Report.
ANTI SEXUAL HARASSMENT POLICY
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. An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All women employees (permanent contractual temporarytrainees) are covered under this policy. During the period 2015-16 no complaints werereceived by the committee.
PARTICULARS OF EMPLOYEES
The details as required in terms of the provisions of Section 197 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areattached as Annexure - VII to this Report.
The particulars of employees as required in terms of the provisions of Section 197 readwith Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is Nil.
During the period under review the Company has not accepted any deposits from publicmembers or employees under the Companies Act 2013 and as such no amount of principal orinterest on public deposits was outstanding as on the date of balance sheet.
SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders have been passed by any regulators or courts ortribunals impacting the going concern status and Company's operations in future.
DEMATERIALISATION AND LISTING
The equity shares of the Company are admitted to the depository system of NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). As on 31st March 2016 9242499 Equity Shares representing 79.59% ofthe Equity Share Capital of the Company are in dematerialized form. The Equity Shares ofthe Company are compulsorily traded in dematerialized form as mandated by the Securitiesand Exchange Board of India (SEBI). The International Securities Identification Number(ISIN) allotted to the Company with respect to its Equity Shares is INE 123D01016.
The Equity shares of the Company are listed on BSE Limited Ahmedabad Stock ExchangeLimited and Jaipur Stock Exchange Limited.
RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities & Exchange Board of India theReconciliation of Share Capital Audit was carried out on quarterly basis for the quarterended September 30 2015 December 31 2015 and March 31 2016 by a Company Secretary inPractice. The purpose of the audit was to reconcile the total number of shares held inNational Securities Depository Limited (NSDL) Central Depository Services (India) Limited(CDSL) and in physical form with respect to admitted issued and paid up capital of theCompany.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSELimited Ahemdabad Stock Exchange Limited and Jaipur Stock Exchange Limited where theequity shares of the Company are listed.
During the period under review the relations between the Management and the workmenwere highly cordial. Human resources initiatives such as skill up gradation trainingappropriate reward & recognition systems and productivity improvement were the keyfocus areas for development of the employees of the Company.
Your Company always endeavors to promptly respond to shareholders'requests/grievances. Each and every issue raised by the shareholders is taken up withutmost priority and every effort is made to resolve the same at the earliest. TheStakeholders Relationship Committee of the Board periodically reviews the status of theredressal of investors' grievances.
Your Directors wish to place on record the sincere and dedicated efforts of all theemployee of the Company. Your Directors also take this opportunity to offer their sincerethanks to the Financial Institutions Banks and other Government Agencies valuedcustomers and the investors for their continued support co-operation and assistance.
| ||BY ORDER OF THE BOARD |
| ||FOR ALLIANCE INTEGRATED METALIKS LIMITED |
| ||Sd/- |
| ||Avijit Banerjee |
|Place : New Delhi ||(Chairman) |
|Dated : 6th August 2016 ||DIN: 01357534 |
Form AOC - I
(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 financial statement ofSubsidiaries/Associate Companies/Joint Ventures
Part A: Subsidiaries
|Subsidiary Company ||NOT APPLICABLE |
|1. Names of subsidiaries which are yet to commence operations ||NIL |
|2. Names of subsidiaries which have been liquidated or sold during the year. || |
Part B: Associates & Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
(Rs. in Lacs)
|S.No ||Name of Associates/Joint Ventures ||Latest Audited ||Shares of Associate/Joint Ventures held by the Company on year end || || || || || |
| || ||Balance Sheet Date ||No. ||Amount of Investment in ||Extent of Holding % ||Description of how there is significant influence ||Reason why the associate/Joint venture is not consolidated ||Net Worth attributable to Shareholding as per latest || |
Profit/(Loss) for the year
| ||Joint Ventures || || || |
Associate/Joint Venture NOT
|APPLICABLE || || ||Audited Balance Sheet ||Considered in Consolidation ||Not Considered in Consolidation |
| ||Associates || || || || || || || || || |
|1 ||ARGL Ltd ||31st March ||9420188 ||18840.38 ||46.00% ||Note-1 ||Consolidated ||21516.19 ||(4738.62) ||(5562.72) |
|2 ||ACIL Ltd ||31st March ||6864336 ||20593.01 ||46.00% ||Note-1 ||Consolidated ||25295.77 ||(3648.88) ||(4283.49) |
1 Names of associates or joint ventures which are yet to commence operations. NIL
2 Names of associates or joint ventures which have been liquidated or sold during theyear. NIL
Note 1 : There is significant influence due to percentage (%) of the Share Capital.
|As per our report of even date attached || || |
|Chartered Accountants || || |
|Firm Regd. No. 008079N || || |
|Sd/- ||Sd/- ||Sd/- |
|Partner ||Director ||Wholetime Director |
|Membership No. - 8565 ||Sd/- ||Sd/- |
|Place : New Delhi || || |
|Dated : 28th May 2016 ||Company Secretary ||Chief Financial Officer |