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Alok Industries Ltd.

BSE: 521070 Sector: Industrials
NSE: ALOKTEXT ISIN Code: INE270A01011
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VOLUME 740208
52-Week high 4.86
52-Week low 2.30
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Mkt Cap.(Rs cr) 420
Buy Price 3.05
Buy Qty 3900.00
Sell Price 0.00
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OPEN 3.07
CLOSE 3.10
VOLUME 740208
52-Week high 4.86
52-Week low 2.30
P/E
Mkt Cap.(Rs cr) 420
Buy Price 3.05
Buy Qty 3900.00
Sell Price 0.00
Sell Qty 0.00

Alok Industries Ltd. (ALOKTEXT) - Director Report

Company director report

Dear Members

Your Directors present to you the 30th Annual Report and the Company's auditedfinancial statement for the financial year ended 31st March 2017.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2017 is summarizedbelow:

Particulars

Standalone

Consolidated

31.03.2017 (12 Months) 31.03.2016 (12 Months) 31.03.2017 (12 Months) 31.03.2016 (12 Months)
Sales / Job charges (net of excise) 8326.06 11922.84 8919.43 13098.07
Other Income 165.69 233.94 66.62 111.58
Total Income 8491.76 12156.78 8986.05 13209.65
Total Expenditure 10331.61 14795.44 10376.40 15814.25
Operating Profit before interest depreciation & taxes (1839.85) (2638.66) (1390.35) (2604.60)
Interest 3273.52 2704.59 3441.80 2873.56
Depreciation 512.62 1016.41 560.70 1062.79
Loss Before Tax (5625.99) (6359.66) (5392.85) (6540.95)
Less : Provision for Taxation
- Current (29.18) (63.88) (27.88) (62.34)
- MAT credit entitlement - 87.74 - 87.74
- Deferred (2094.38) (2177.58) (2292.95) (2223.51)
Loss After Tax (3502.43) (4205.95) (3072.03) (4342.83)
Add / (Less): Share of Profit from Associates - - (11.11) (14.28)
Profit /(Loss) After Tax After Minority Interest (3502.49) (4205.95) (3083.14) (4357.11)
Other Comprehensive Income (net of tax) (0.25) 0.03 85.06 0.03
Add : Balance Brought Forward 3765.06 7958.80 2314.64 6659.57
Available Profit / (Loss) dealt with as under
(Transfers) and Appropriations
i) Transfer from/ to Debenture Redemption Reserve 0.50 12.18 0.50 12.18
Balance Carried to Balance Sheet 262.88 3765.06 (768.01) 2314.64

Note: Previous year figures have been reclassified/regrouped wherever necessary tocorrespond with those of the current year.

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The total sales of the Company for the year under review amounted to Rs. 8326.06crores including exports (with incentives) of Rs. 1082.98 crores.

The loss before tax was Rs. 5625.96 crores mainly due to sub-optimum level ofmanufacturing operations lower profitability provision for doubtful advances higherinterest burden and depreciation.

The Company's performance for the year under review is given in much detail in the"Management Discussion and Analysis" which forms part of this Annual Report.

3. AWARDS & RECOGNITION

During the year under review your Company has won awards in following categories:

From Cotton Textile Exports Council of India (TEXPRO- CIL):

1. Gold Trophy for the Highest Exports of "Bed Lin- en/Bed Sheets/Quilts"under Category II.

2. Silver Trophy for the Second Highest Exports of "Other Fabrics includesEmbroidered Fabrics Laces etc." under Category II.

From Synthetic & Rayon Textiles Export Promotion Council (SRTEPC):

3. Third Best Overall Export Performance in the category of Continuance Yarn (BronzeTrophy)

4. DIVIDEND

The Board of Directors have not recommend any dividend for the year under reviewconsidering the loss during the year.

5. TRANSFER TO RESERVES

For the year under review your Company has not transferred any amount to GeneralReserves.

6. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS)-21 on Consolidated Financial Statement read with AS-23 on Accounting forInvestments in and AS-27 on Financial Reporting of Interests in Joint Ventures issued bythe Institute of Chartered Accountants of India the audited consolidated financialstatement of the Company together with the Auditors Report thereon are provided in theAnnual Report.

7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review companies listed in Annexure 1 to this Report have becomeor ceased to be Company's subsidiaries joint ventures or associate companies.

A statement containing the salient features of the financial statement ofsubsidiary/associate/joint venture companies is provided in Form AOC-1 to the consolidatedfinancial statement and therefore not repeated to avoid duplication.

The audited financial statement including the consolidated financial statement of theCompany and all other documents required to be attached thereto may be accessed on theCompany's website www.alokind.com . These documents will also be available for inspectionon all working days at the registered office of the Company.

The financial statements of each of the subsidiaries will also be available forinspection on all working days at the registered office of the Company.

The Company has formulated a policy for determining material subsidiaries. The policymay be accessed at the Company's website www.alokind.com

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

(a) in the preparation of the annual financial statements for the year ended 31stMarch 2017 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;

(b) such accounting policies have been selected 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 as at 31st March 2017 and of the loss of theCompany for the year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the annual financial statements have been prepared on a going concern basis;

(e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively;

(f) the systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

9. CORPORATE GOVERNANCE

Your company is committed to maintain the highest standard of Corporate Governance. Itadheres to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI).

In terms of Regulation 34(3) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a separate report on CorporateGovernance along with a certificate from the Auditors' on its compliance forms anintegral part of the Annual Report. Auditors' Certificate on Corporate Governance isattached to the report on Corporate Governance.

10. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on an annual basisfor the transactions which are of a foreseen and repetitive nature. A detailed statementof such Related party transactions entered into pursuant to the omnibus approval sogranted are placed before the Audit Committee and the Board of Directors for their reviewon a quarterly basis. Suitable disclosure as required by the Accounting Standards (AS18)has been made in the notes to the Financial Statements.

The Company has developed a Related Party Transactions Policy for the purpose ofidentification and monitoring of such transactions. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website www.alokind.com

There are no materially significant related party transactions that may have potentialconflict with interest of the Company at large. Accordingly particulars of contracts orarrangements with related parties referred to in Section 188(1) of the Companies Act2013 along with the justification for entering into such contracts or arrangements inForm AOC-2 does not form part of this report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 the Board of Directors has constituted a CorporateSocial Responsibility (CSR) Committee as under:

1. Mr. Surinder Kumar Bhoan- Independent Director (Chairman)

2. Mr. Tulsi Tejwani - Executive Director and CEO (Weaving)

3. Mr. Senthilkumar M.A. - Executive Director and CEO (Processing)

The Company has drafted the Corporate Social Responsibility Policy which may beaccessed on the website of the Company www.alokind.com. As there is net average lossincurred by the Company during the three preceding financial years the company has notspent any amount towards Corporate Social Responsibility activities.

12. RISK MANAGEMENT

The Board of Directors of the Company have designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.

The Company has set up a Risk Management Committee to monitor the risks and theirmitigating actions and the key risks are also discussed at the Audit Committee. TheCompany's internal control systems are commensurate with the nature of its business andthe size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors and cover all offices factories and key businessareas. Significant audit observations and follow up actions thereon are reported to theAudit Committee. The Audit Committee reviews adequacy and effectiveness of the Company'sinternal control environment and monitors the implementation of audit recommendationsincluding those relating to strengthening of the Company's risk management policies andsystems.

13. INTERNAL FINANCIAL CONTROLS

The Company has Internal Financial Control framework commensurate with the size scaleand complexity of its operations. The framework has been designed to provide reasonableassurance with respect to recording and providing reliable financial and operationalinformation complying with applicable laws safeguarding assets from unauthorized useexecuting transactions with proper authorization and ensuring compliance with corporatepolicies. The controls based on the prevailing business conditions and processes havebeen tested during the year and no reportable material weakness in the design oreffectiveness was observed. The framework on Internal Financial Controls over FinancialReporting has been reviewed by the internal and external auditors.

The Audit Committee reviews the reports submitted by the Internal Auditors in each ofits meeting. Also the Audit Committee at frequent intervals has independent sessions withthe external auditor and the Management to discuss the adequacy and effectiveness ofinternal financial controls. During the year under review no material or seriousobservation has been received from the Auditors of the Company citing inefficiency orinadequacy of such controls.

14. MATTERS RELATED TO CHANGE IN DIRECTOS AND KEY MANGERIAL PERSONNEL AND DECLARATIONBY INDEPENDENT DIRECTORS:

I. Appointments

During the year pursuant to the provisions of Section 161 of the Companies Act 2013and other relevant sections Mr. Tulsi Tejwani-Chief Executive Officer (Weaving) (holdingDIN 07423670) and Mr. Senthilkumar M A-Chief Executive Officer (Processing) (holding DIN07421184) were appointed as additional Executive Directors to hold office from 24thSeptember 2016 upto the next General Meeting.

Pursuant to Section 149 150 152 of the Companies Act 2013 Mr. Keshav DattaramHodavdekar (holding DIN 00406556) and Mrs. Thankom T Mathew (holding DIN 00025326) wereappointed as additional Independent Directors of the Company by passing circularresolutions effective from 09th February 2017 and 04th March 2017 respectively. TheIndependent Directors were appointed for a period of 5 consecutive years to beregularized at the ensuing General Meeting of the members and are not liable to retire byrotation. The terms and conditions of appointment of Independent Directors are as perSchedule IV of the Companies Act 2013. All Independent Directors have furnished thedeclarations of independence stating that they meet the criteria of independence asmentioned under Section 149 (6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

During the year Mr. Sachikanta Mishra was appointed as a Nominee Director on the Boardof the Company in place of Mr. Sudhir Garg with effect from 09th February 2017 as perthe recommendation of IFCI Limited. Further IFCI vide their letter dated 15th May 2017withdrew their nomination of Mr. Sachikanta Mishra and in his place appointed Mr. SuneetShukla as the Nominee Director on the Board of the Company effective from 15th May 2017.

II. Resignations and Retirement

During the year Mr. Sunil O Khandelwal - Executive Director and Chief Financial Officerand Mr. K.H. Gopal-Executive Director & Secretary retired from the office ofExecutive Director w.e.f. 24th September 2016. They however continue in the service ofthe Company in a functional capacity.

The Nomination of Mr. Sudhir Garg was withdrawn by IFCI Limited w.e.f. 27th December2016. Mr. K. C. Jani Independent Director citing other commitments stepped down as theDirector of the Company effective from 08th January 2017. The Board of Directors placeson record their sincere appreciation for the contribution and valuable service rendered byMr. Sudhir Garg and Mr. K. C. Jani during their tenure.

IN. Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Ashok B.Jiwrajka and Mr. Dilip B. Jiwrajka will retire by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible have offered themselves for re-appointment. Inaccordance with the provisions of the Act none of the Independent Directors are liable toretire by rotation.

IV. Key Managerial Personnel

As per the provisions of Section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company are Mr. Ashok B Jiwrajka - Executive Director Mr. Dilip B.Jiwrajka - Managing Director Mr. Surendra B. Jiwrajka - Joint Managing Director Mr.Sunil O. Khandelwal - Chief Financial Officer Mr. K.H. Gopal- Company Secretary Mr.Senthil Kumar M.A. - Executive Director & CEO (Processing) Mr. Tulsi Tejwani -Executive Director & CEO (Weaving). During the year Mr. Tulsi Tejwani and Mr.Senthilkumar M A have been appointed as additional Executive Directors on the Board of theCompany to hold office till the conclusion of the ensuing AGM.

V. Declaration by Independent Directors

Your Company has received declarations from all the Independent Directors as per theprovisions of Section 149(7) of the Act confirming that they meet the criteria ofIndependence as prescribed under the provisions of Section 149(6) of the Act and thatthere is no change in the circumstances as on the date of this Report which may affecttheir respective status as an Independent Director.

15. EMPLOYEES' STOCK OPTION SCHEME

The Company has instituted the Employees Stock Option Scheme (ESOS) to grant equitybased incentives to certain eligible employees and directors of the Company and itssubsidiary companies. During the year under review the Company has not granted any stockoptions and hence the details of the shares issued under Employee Stock Option Scheme(ESOS) and also the disclosures in compliance with Section 62 of the Companies Act 2013and Rule 12 of Companies (Share Capital and Debentures) Rules 2014 and the Securities andExchange Board of India (Share based Employee Benefits) Regulations 2014 do not form partof this report.

16. AUDITORS AND AUDITORS' REPORT

A. STATUTORY AUDITORS

M/s NBS & Co. Chartered Accountants Mumbai (Firm Registration No. 110100W) andM/s Shah Gupta & Co Chartered Accountants (Firm Registration No.109574W) are theJoint Statutory auditors of the company. Pursuant to the provisions of the Companies Act2013 and the Companies (Audit and Auditors) Rules 2014 both the Statutory Auditors wereappointed upto the conclusion of the 34th Annual General Meeting subject to ratificationby the members at every Annual General Meeting.

The members are requested to ratify the appointment of statutory auditors from theconclusion of this AGM till the conclusion of the next AGM.

B. COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyare required to be audited. Your Directors have on the recommendation of the AuditCommittee appointed M/s. B.J.D. Nanabhoy & Co Cost Accountants Mumbai (Reg No.FRN-000011) to audit the cost auditing records relating to Company's units for thefinancial year 2017-18 on a remuneration of Rs.75000/-. The appointment is subject to theapproval of the Central government.

As required under the Companies Act 2013 the remuneration payable to the cost auditoris required to be placed before the Members in a general meeting for their ratification.Accordingly a resolution seeking Member's ratification for the remuneration payable toM/s B.J.D. Nanabhoy & Co Cost Accountants is included in the Notice convening theAnnual General Meeting.

C. 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. Virendra G Bhatt a Practicing Company Secretary to conduct the SecretarialAudit of the Company for the financial year 2016-17. The Secretarial Audit Report in MR-3is annexed herewith as "Annexure-6". The remarks contained in the SecretarialAudit report have been discussed in the Managements Opinion on the Emphasis of matters/notes given by auditors section which forms part of this report.

17. DISCLOSURES

A. MEETINGS OF THE BOARD

During the year under review Five Board Meetings were convened and held the detailsof which are given in the Corporate Governance Report forming part of this Annual Report.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

B. AUDIT COMMITTEE

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013 read with Securities Exchange Board of India (Listingobligations and Disclosure Requirements) Regulations 2015. The Audit Committee met fourtimes during the year and the composition of the Audit Committee is in conformity with theprovisions of the said section. The Audit Committee as on date of this report comprisesof:

1. Mr. Surinder Kumar Bhoan Independent Director

2. Mr. Keshav Dattaram Hodavdekar Independent Director *

3. Mr. Rajeev Kumar Non-Executive Director

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee. Further details relating to the Audit Committee areprovided in the Corporate Governance Report forming part of this Annual Report.

(* Mr. Keshav Dattaram Hodavdekar Independent Director was appointed as a member ofthe committee effective 14th February 2017 subsequent to resignation of Mr. K. C. JaniIndependent Director from the Board of the Company with effect from 08th January 2017.)

C. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company is in accordance with the requirements of Section 178 of the Act.The Committee met thrice during the year the details of which are set out in theCorporate Governance report. The composition of the committee as on date of this report isas under:

1. Mr. Surinder Kumar Bhoan Independent Director

2. Mr. Keshav Dattaram Hodavdekar Independent Director *

3. Mr. Atanu Sen Nominee Director (State Bank of India) *

(*Mr. Keshav D. Hodavdekar and Mr. Atanu Sen were appointed as members of theCommittee effective 14th February 2017 subsequent to the resignation of Mr. K. C. JaniIndependent Director and withdrawal of nomination of Mr. Sudhir Garg Nominee Director ofIFCI Limited from the Board of Directors of Company.)

The Board on recommendation of the Nomination and Remuneration Committee has approveda policy setting out the criteria for review of responsibilities of the Directors positiveattributes independence of a Director and policy relating to remuneration for DirectorsKey Managerial Personnel and other employees in accordance with the provisions of Section178 of the Act.

18. VIGIL MECHANISM

Your Company has established a robust Vigil Mechanism for reporting of concerns throughthe Whistle Blower Policy of the Company which is in compliance of the provisions ofSection 177 of the Act read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 and SEBI (LODR). The Policy provides for framework and processwhereby concerns can be raised by its employees against any kind of discriminationharassment victimisation or any other unfair practice being adopted against them.Adequate safeguards are provided against victimisation to those who avail of themechanism and access to the Chairman of the Audit Committee in exceptional cases isprovided to them. The details of the Vigil Mechanism are also provided in the CorporateGovernance Report and the Whistle Blower Policy has been uploaded on the website of theCompany www.alokind.com.

19. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED

Pursuant to the provisions of Section 186(4) of the Act and SEBI (LODR) disclosures onparticulars relating to loans advances and investments are provided as part of theFinancial Statements. There are no guarantees issued or securities provided by yourCompany in terms of Section 186 of the Act read with the Companies (Meetings of Board andits Powers) Rules 2014 except those mentioned in Contingent Liabilities in the notes toFinancial Statements.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Information relating to the conservation of energy technology absorption and foreignexchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read withthe Companies (Accounts) Rules 2014 is given in Annexure 3 to this Report.

21. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of section 134(3)(a) of the Companies Act 2013 anextract of the Annual Return of the Company for the financial year ended 31st March2017(MGT-9) is given in Annexure 2 to this Report.

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures relating to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this Report as Annexure5.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are provided in the Annual Report whichforms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the RegisteredOffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.

23. MANAGEMENTS OPINION ON THE EMPHASIS OF MATTERS/ NOTES GIVEN BY AUDITORS

1. Board and other Committees constitution:

During the year under review the Composition of the Board of Directors of the Companyprimarily comprised of Eleven Directors (excluding Women Director) of which Five wereExecutive Directors Two Independent Directors and Three Nominee Directors.

Subsequently with the withdrawal of Nomination of Mr. Sudhir Garg the stepping down ofMr. K.C. Jani (Independent Director) and the appointments of Mr. Keshav D Hodavdekar(Independent Director) Mr. Sachikanta Mishra (Nominee Director) and Mrs. Thankom Mathew(Women Independent Director) the Board as on date of this report comprises of twelvedirectors which meets the requirements of Section 149(1) and Section 149(4) of theCompanies Act 2013.

2. Non repayment of debenture interest due for a period beyond one year

The Company is yet to pay the debenture interest payment due for a period beyond oneyear as at the Balance sheet date. This attracts the provisions of Section 164 (2) of theCompanies Act 2013 as per which all directors retiring by rotation at the ensuing AnnualGeneral Meeting and eligible for reappointment render themselves ineligible for suchreappointment. Further Section 167 of the said Act appears ambiguous regarding thevacation of the Board if and when such a contravention continues. The Company is informedthat the Company Law Committee appointed by the Government of India has alreadyrecommended appropriate amendments to Section 167 to remove the apparent ambiguity. TheCompany is further informed the recommendation has been incorporated in the Companies(Amendment) Bill 2016 which has been introduced in the Lok Sabha for discussion and ispending for confirmation.

3. The Emphasis of Matters highlighted by the Statutory Auditors in their Report on theStandalone Financial Statements are self-explanatory and call for no comments from themanagement. In their Report on the Consolidated Financial Statements the StatutoryAuditors have stated that the basis for their qualified opinion is that the consolidatedfinancial statements include the unaudited financial statements of three subsidiaries andtwo associates and two joint ventures of the Company. The management is of the opinionthat this situation was unavoidable and in any event the audited financial statements ofthese entities are not going to be in any manner different from the unaudited versions.

24. LISTING WITH THE STOCK EXCHANGE

Your Company's equity shares are listed on Bombay Stock Exchange (BSE) and the NationalStock Exchange of India Limited (NSE).

25. DEPOSITS

During the year under Company has not accepted any deposit within the meaning of theChapter V of the Act. Further no amount on account of principal or interest on depositwas outstanding as at the end of the year under Report.

26. DIRECTORS' EVALUATION:

In compliance with the Act and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors as per the process recommended by theNomination and Remuneration Committee has evaluated the effectiveness of the Board itsCommittees and Directors and all the results were satisfactory.

27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR(S):

The familiarization programme aims to provide the Independent Directors with thescenario within the textile industry the socio-economic environment in which the Companyoperates the business model the operational and financial performance of the Companysignificant development so as to enable them to take well-informed decisions in timelymanner.

The familiarization programme also seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes. The policy onCompany's familiarization programme for Independent Directors is hosted on your Company'swebsite at: www.alokind.com

28. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2017 was Rs.13773178950Comprising of 1377317895 Equity Shares of Rs.10/- each. During the year under reviewthe Company has not issued any further shares to the members or general public.

29. REMUNERATION POLICY

The Board on the recommendation of the Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management personnel and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report and isalso available on the Company's Website. The Policy contains inter-alia directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a director etc. The policy is available on the website of theCompany at the web link:www.alokind.com

30. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review the Company's Embroidery unit at Mahape Navi Mumbai hasbeen closed down and the Management has settled the dues of the workmen through a schemeof settlement.

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to erstwhile Section 205A and 205C of the Companies Act 1956 dividendspertaining to the financial year 2008-09 (Final) amounting to Rs. 4087506/- (RupeesForty Lakh Eighty Seven Thousand Five Hundred Six Only) which remained unpaid or unclaimedfor a period of 7 years were transferred by the Company to the Investor Education andProtection Fund during the financial year under review.

MCA vide its Notification dated 05/09/2016 has notified Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 and theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Amendment Rules 2017 on 28/02/2017. Pursuant to the provisions of these Rules shares inrespect of whom the dividend hasn't been claimed by the shareholders shall be credited toa DEMAT Account of the Authority. Shareholders are requested to claim the unclaimeddividend so that the shares will not be transferred to DEMAT Account of IEPF Authority.Please note that no claim shall lie against company in respect of the unclaimed dividendand shares transferred to the IEPF Authority. However the unclaimed shares and dividendcan be claimed from the IEPF by making necessary application in the prescribed Form(IEPF-5) available on website www.iepf.gov.in.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to acceptance of deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except Employees' Stock Option Scheme referred to in this Report.

4. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

7. No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.

For and on behalf of the Board of Directors
Dilip B.Jiwrajka
Managing Director
Mumbai Surendra B.Jiwrajka
30th May 2017 Joint Managing Director