ALLIANCE INTEGRATED METALIKS LIMITED
Your Directors are pleased to present the 26th Annual Report on the businessand operations of your Company along with the standalone financial statements for thefinancial year ended 30th June 2015.
(Rupees in Lacs)
|PARTICULARS ||Year ended ||Year ended |
| ||30th June 2015 ||30th June 2014 |
|Revenue from Operations ||43312.42 ||52567.40 |
|Expenditures ||46013.32 ||52474.90 |
|Profit/(loss) before Taxation ||(2700.90) ||92.50 |
|Tax Expenses ||(869.08) ||(6.64) |
|Profit/(loss) after Tax ||(1831.82) ||99.14 |
|Add: Accumulated Profits ||53.43 ||30.34 |
|Balance Available for appropriation ||(1778.39) ||129.48 |
|APPROPRIATION || || |
|Dividend on Preference Shares ||65.00 ||65.00 |
|Tax on Dividend of Preference Shares ||11.20 ||11.05 |
|Net Profit/(loss) Transferred to Balance Sheet ||(1854.59) ||53.43 |
During the year under review the Company earned revenue from operations amounting toRs. 43312.42 Lacs as compared to Rs. 52567.40 Lacs in the previous year. Loss after Taxstood at Rs. 1831.82 as against Profit after Tax of Rs. 99.14 lacs in the previous year.
The Board of Directors has not recommended any dividend for the financial year ended30.06.2015.
STATE OF COMPANYS 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 Clause 49 of the Listing Agreement executed with the StockExchanges the report on Management Discussion and Analysis the Report on CorporateGovernance and the requisite Certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance are provided in a separate sectionand forms part of the Annual Report.
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 year ended 30th June2015 the applicable Accounting Standards have been followed and there are no materialdepartures 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 30th June 2015 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) theDirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and f)the Directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
SUBSIDIARIES AND ASSOCIATES
The Company has following Associate Companies as on June 30 2015:
|S. No. ||Name of the Company ||Status |
|1 ||ARGL Limited ||Associate |
|2 ||ACIL Limited ||Associate |
The Company does not have any subsidiary or joint venture as on June 30 2015.
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 Companysassociates 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 Companies.
(Annexure-I) DIRECTORS AND KEY MANAGERIAL PERSONNEL
Subsequent to the year under review Mr. Ashish Pandit (DIN: 00139001) and Mr. SunilKumar Mahalwal (DIN: 00499382) Independent Directors of the Company have resigned fromthe Company effective from May 28 2015. The Board wishes to place on record theirappreciation for the contribution made by them as the Directors of the Company duringtheir association with the Company.
Further Pursuant to the provisions of sub-section (4) of Section 161 of the CompaniesAct 2013 and to meet the requirement of Section 149 of the Companies Act 2013 and theListing Agreement Mr. Devinder Singh Sodhi (DIN: 06459840) and Mr. Gaurav Pabby (DIN:07190551) were appointed as the Non-executive Independent Directors on the Board of theCompany effective from May 28 2015 to fill the casual vacancies caused by the resignationof Mr. Ashish Pandit and Mr. Sunil Kumar Mahalwal. Mr. Gauran Pabby and Mr. Devinder SinghSodhi are proposed to be appointed as the Independent Directors in the ensuing AnnualGeneral Meeting.
During the year under review to meet the requirement of Section 149 of the CompaniesAct 2013 and the Listing Agreement the Board of Directors co-opted Ms. Ankita Wadhawan(DIN: 06971383) on the Board as a woman Director effective from March 31 2015. Ms.Wadhawan is proposed to be appointed as an Independent Director in the ensuing AnnualGeneral Meeting.
Pursuant to Section 203 of the Companies Act 2015 the Board of Directors of theCompany appointed Mr. Pawan Kumar as Chief Financial Officer of the Company effective fromAugust 29 2014.
Pursuant to the provisions of Section 196 197 198 and 203 read with Schedule V of theCompanies Act 2013 and relevant rules issued thereunder Mr. Daljit Singh Chahal (DIN:03331560) was appointed as Whole-time Director on the Board of the Company in the lastAnnual General Meeting of the Company held on 27th December 2014 for a period of fiveyears commencing from December 2 2014 to December 1 2019.
Mr. Mahesh Ochani (DIN: 01199650) 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 Directors proposed tobe appointed / re-appointed as required under Clause 49 of the Listing Agreement andCompanies Act 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 Clause 49 of theListing Agreement.
The Board met 8 times during the year 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 andthe Listing Agreement.
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 Statutory Auditors of theCompany (Firm Regd. No: 008079N) have confirmed their eligibility and willingness toaccept office if reappointed. The proposal for ratification of their reappointment isincluded 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 made shall be inaccordance with the conditions as prescribed under the Companies Act 2013 and that theyare not disqualified for appointment.
The Auditors Report does not contain any qualifications reservations or adverseremarks. The Report is attached hereto and is self-explanatory requiring no elucidation.
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 M/s S. Khurana & Associates Company Secretaries to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for theFinancial Year ended June 30 2015 is annexed as Annexure II to the Report. Thereare no qualifications reservations or adverse remarks made by Secretarial Auditor intheir report.
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 Companys 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..
CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility Policy of the Company and therelated details for the year 2014-2015 are set out in Annexure VI of this report asper the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules2014. The Composition of CSR committee and other related details are provided in theCorporate Governance section forming part of this Report. The policy is available on thewebsite 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 year 2014-15 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 year 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 Companys 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 30th June 2015 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 2014 December 31 2014 March 31 2014 and June 30 2015 by a CompanySecretary in Practise. The purpose of the audit was to reconcile the total number ofshares held in National Securities Depository Limited (NSDL) Central Depository Services(India) Limited (CDSL) and in physical form with respect to admitted issued and paid upcapital of the Company.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the the BSELimited Ahemdabad Stock Exchange Limited and Jaipur Stock Exchange Limited where theequity shares of the Company are listed.
During the year under review the relations between the Management and the workmen werehighly 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 shareholdersrequests/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/- |
|Place : New Delhi ||(Avijit Banerjee) |
|Date : 26th August 2015 ||Chairman |
| ||DIN: 01357534 |