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Alpha Hi-Tech Fuel Ltd.

BSE: 531247 Sector: Others
NSE: N.A. ISIN Code: INE506B01016
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OPEN 0.87
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VOLUME 300
52-Week high 0.87
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.87
Sell Qty 5871.00
OPEN 0.87
CLOSE 0.91
VOLUME 300
52-Week high 0.87
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.87
Sell Qty 5871.00

Alpha Hi-Tech Fuel Ltd. (ALPHAHITECH) - Director Report

Company director report

Dear Members

The Board of Directors is pleased to present the Twenty-fourth Annual Report on thebusiness and operations of your Company along with the audited financial statements forthe financial year ended 31st March 2017. The Statement of Accounts Auditors'Report Board's Report and attachment thereto have been prepared in accordance with theprovisions contained in Section 134 of Companies Act 2013 and Rule 8 of the Companies(Accounts) Rules 2014.

1. FINANCIAL RESULTS

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

Particulars For the year ended 31.03.2017 (Rs.) For the year ended 31.03.2016 (Rs.)
Revenue from operations 0 0
Profit/(Loss) before Tax (1021108) (1742693)
Less: Tax Expenses 0 0
Current Tax 0 0
Current Tax for Prior Years 0 0
Deferred Tax 0 318696
Profit/(Loss) for the year (1021108) (2061389)
Interim Dividend 0 0
Corporate Dividend Tax 0 0
Transfer to General Reserve 0 0
Earnings Per Share of Rs. 10/- Nil Nil

2. RESERVES

During the year under review your Company has not transferred any amount to anyreserves.

3. PERFORMANCE AND AFFAIRS OF THE COMPANY

The performance and outlook of the Company have been discussed in the ManagementDiscussion and Analysis Report which is forming part of the Annual Report.

4. DIVIDEND

The Company has suffered losses during the year and hence your Directors do notrecommend any dividend.

5. CURRENT STATUS

During the year under review the manufacturing and sales activities as a lossmitigation initiative are at halt due to major re-orientation of manufacturing andgeneral administrative set up.

Production activities at the factory of the company are suspended since August 2005 asthe management of the company is facing hardships dealing with the disproportionatedemands of the workers. This is followed by high pitch assessment demands for severalyears from Sales Tax authorities and Income Tax Department. The said demands were disputedin appeals preferred against said orders. Witnessing harsh demand recovery proceduresadopted by these revenue authorities and based on the advice of the experts managementpreferred suspension of production activities as a loss mitigating initiative. Once theissues are finally and fully settled in favour of the Company the management shallactively consider the issue of the suspended operations. The management is aggressivelypursuing the matters and is hopeful of favorable outcome in the near future.

6. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT

There is no change in the nature of business of the Company during the year. There isno revision made in the Board's Report and whatever submitted herewith is the finalreport.

7. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review your Company did not have any subsidiary associate andjoint venture Company.

8. CORPORATE GOVERNANCE

Pursuant to Regulation 27(2) and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 executed with the Stock Exchange Corporate GovernanceReport and Certificate regarding compliance of conditions of Corporate Governance form anintegral part of this report and are set out as separate Annexure to this Report.

9. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Mr. Haren Shah Director will retire by rotation and being eligible and not beingdisqualified under section 164 of the Companies Act 2013 offers himself forre-appointment.

There is no other change in the board of Directors of the company.

(ii) Key Managerial Personnel

CS Chintan Doshi is appointed Key Managerial Personnel Designated Company w.e.f.25.02.2017.

(iii) Declaration by Independent Director(s)

The Company has complied Regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and according to the provisions of section 149(6) of theCompanies Act 2013 the Company has obtained declarations from all the IndependentDirectors pursuant to section 149(7) of the Companies Act 2013

(iv) Annual Evaluation of the Board

Pursuant to the provisions of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligation and Disclosure Requirement) Regulations 2015 the Board structuredquestionnaire was prepared after taking into consideration inputs received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance. A separate exercise is carried out toevaluate the performance of individual Directors including the Chairman of the Board whoare evaluated on parameters such as level of engagement and contribution independence ofjudgment promotion of participation by all directors and developing consensus amongst thedirectors for all decisions.

11. NUMBER OF BOARD MEETINGS

During the Financial year total 5 (Five) meetings of the Board of Directors were heldon 14th April 2016 14th July 2016 8th October 201611th January 2017 and 25th February 2017 respectively.

12. DIRECTORS' RESPONSIBILITYSTATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3)(c)of the Companies Act 2013 and hereby confirm that:-

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of 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. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis and thedirectors have laid down proper

systems & financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively;

e. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

13. NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

Committee meetings were held on 14th April 2016 14th July2016 8th October 2016 and 11th January 2017 respectively.

14. AUDIT COMMITTEE:

The Audit Committee is constituted pursuant to the provisions of Section 177 of theCompanies Act 2013. The Audit Committee com prises of:

1. Mr. Haren J. Shah - Chairman and Non-Executive Director

2. Mrs. Ajita J. Shah - CFO

3. Mr. Uma Kant Shukla- Independent Director

4. Mr. Subhash Nayak. - Independent Director.

The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges. The ChiefExecutive Officer Chief Financial officer Internal Auditors and Statutory Auditors arepermanent invitees to the Audit Committee meeting.

Committee meetings were held on 14th April 2016 14th July2016 8th October 2016 and 11th January 2017 respectively.

15. VIGILMECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal and unethical behavior.

The Board of Directors of the Company have pursuant to the provisions of Section177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board andits Powers) Rules 2014 framed "Vigil Mechanism Policy" for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations.

16. RISK MANAGEMENT POLICY

The Board of Directors of the Company during the year have designed Risk ManagementPolicy and Guidelines to avoid events situations or circumstances which may lead tonegative consequences on the Company's businesses and define a structured approach tomanage uncertainty and to make use of these in their decision making pertaining tobusiness and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews. At presentthere is no identifiable risk which in the opinion of the Board may threaten theexistence of the Company.

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

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in "Annexure A" forming part of this Report.

18. INTERNALCONTROLSYSTEMS

Adequate internal control systems commensurate with the nature of the Company'sbusiness size and complexity of its operations are in place. It has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are

19. EXTRACT OF ANNUALRETURN

Extract of the Annual Return in form MGT-9 for the financial year ended 31stMarch 2017 made under the provisions of Section 92(3) of the Act is annexed as"Annexure B" which forms part of this Report.

20. AUDITORS

(i) STATUTORYAUDITORS

The Statutory Auditors of your Company namely M/s. Manoj Mehta & Co. CharteredAccountants have been appointed for a period of five years at the annual general meetingheld on 29th September 2015. The appointment is required to be ratified by theshareholders at this annual general meeting to conduct the audit for the financial year2017-2018.Auditors have confirmed their eligibility and submitted the Certificate inwriting that their appointment if ratified would be within the prescribed limit underthe Act and they are not disqualified for re-appointment.

The Statutory Auditors Report does not contain any qualification reservation oradverse remark.

(ii) SECRETARIALAUDITOR

The Board has appointed M/s. Kushla Rawat & Associates Company Secretaries inPractice to undertake the Secretarial Audit of the Company for the financial year2016-2017. The Report of the Secretarial Audit is annexed herewith as "AnnexureC".

(iii) COSTAUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submitcost audit report pursuant to the provision of the Companies (Cost Records and Audit)Rules 2014.

21. GREEN INITIATIVE

Pursuant to Sections 101 and 136 of the Companies Act 2013 the Company will besending Annual Report through electronic mode - email to all the shareholders who haveregistered their email addresses with the Company or with the Depository to receive AnnualReport through electronic mode and initiated steps to reduce consumption of paper.

22. HUMAN RESOURCES

Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Company's Polices and Systems. The Companymaintains healthy cordial and harmonious relations with personnel and thereby enhancingthe contributory value of the Human Resources.

23. ENVIRONMENTAND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances with environmental regulations andpreservation of natural resources. There was no accident during the year.

24. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICHFINANCIAL RESULTS RELATE

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls if any.

26. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES

The Company has not given any loan during the year.

27. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

No contracts or arrangement have been entered into with related parties in the yearunder review except for appointment of KMPs.

28. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURESAS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014.

There were no employees drawing remuneration of Rs. 60 lakhs per annum or more or Rs. 5lakhs per month or more during the year under review.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013.

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressalmechanism pertaining to Sexual harassment of women employees at workplace. There was nocomplaint received during the year under review.

30. GENERAL DISCLOSURES

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. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1) (d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules2014 is furnished.

4. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.

5. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.

6. In absence of operational profit during the year neither any amount is transferrednor spent under CSR (Corporate Social Responsibility).

7. Transactions during demonetization (08.11.2018 to 30.12.2015) and postdemonetization period in Soiled Currency notes of Rs. 500/- and Rs. 1000/- denominations(SCN)-

A. Amount of Cash held in SCN before the demonetization period - NIL

B. Amount of Cash dealt with and/or deposited in Banks in SCN during the demonetizationperiod - NIL

C. Amount of Cash held in SCN at the end of the demonetization period and afterwards -NIL

31. ACKNOWLEDGEMENT

Your Directors wish to thank Bankers Government authorities and various stakeholders.

Place: Lakhtar By Order of the Board of Directors
Date: 6th July 2017
Regd. Office:
Station Road Haren Shah
Lakhtar Dist. Surendranagar Director
Gujarat 382775 (DIN: 00971250)