Alpha Hi-Tech Fuel Ltd.
|BSE: 531247||Sector: Others|
|NSE: N.A.||ISIN Code: INE506B01016|
|BSE LIVE 15:22 | 26 Aug||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 531247||Sector: Others|
|NSE: N.A.||ISIN Code: INE506B01016|
|BSE LIVE 15:22 | 26 Aug||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
The Board of Directors are pleased to present the Twenty-second Annual Report on thebusiness and operations of your Company along with the audited financial statements forthe financial year ended 31st March 2015. 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.
The Company's financial performance for the year ended March 31 2015 is summarizedbelow:
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 theAnnual Report.
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 are at halt due tomajor re-orientation of manufacturing and general administrative set up.
Production activities at the factory of the company are suspended since August 2005 asthe management of the company was facing hardships dealing with the demands of theworkers. This was followed by high pitch assessment demands for several years from SalesTax authorities and Income Tax Department. The said demands were disputed in appealspreferred against said orders. Witnessing harsh demand recovery procedures adopted bythese revenue authorities and based on the advice of the experts management preferredsuspension of production activities as a loss mitigating initiative. Once the issues arefinally and fully settled in favour of the company the management shall actively considerthe issue of restarting the suspended operations. The management is aggressively pursuingthe 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 Clause 49 of the Listing Agreement executed with the Stock ExchangesCorporate Governance Report and Certificate regarding compliance of conditions ofCorporate Governance form an integral part of this report and are set out asseparateAnnexure 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. Thequestion of non-compliance of the relevant provisions of the law relating to acceptance ofdeposit does not arise.
10. DIRECTORS AND KEY MANAGERIALPERSONNEL
Mr. Uma kant Shukla Director will retire by rotation and being eligible and not beingdisqualified under section 164 of the CompaniesAct 2013 offers himself forre-appointment.
Mrs. Alpa Haren Shah has been appointed as woman director of the Company. Theregularization of director is being done in the General Meeting.
There is no other change in the board of Directors of the company.
(ii) Key Managerial Personnel
Mrs. Ajita Jayant Shah relative (sister) of Director Haren Shah holding 1167(OneThousand one hundred sixty seven) shares in name of Late Jayant A shah promoter isappointed Key Managerial Personnel designated Chief Financial Officer of the Company onand from 31st March 2015. Mr. Vijay Vinod Mulwani was appointed Key Managerial PersonnelDesignated Company Secretary on 22nd May 2015 and he resigned subsequentlyw.e.f. 12th June 2015. Mrs. Alpa Haren Shah relative (spouse) of DirectorHaren Shah holding 5833(Five Thousand Eight Hundred Thirty Three) is appointed KeyManagerial Personnel designated Chief Executive Officer of the Company on and from 31stMarch 2015
(iii) Declaration by Independent Director(s)
The Company has complied with clause 49 of Listing Agreement and according to theprovisions of section 149(6) of the Companies Act 2013 the Company has obtaineddeclarations from all the Independent Directors pursuant to section 149(7) of theCompanies Act 2013
(iv) Annual Evaluation of the Board
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board structured questionnaire was prepared after taking into considerationinputs received from the Directors covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board cultureexecution and performance of specific duties obligations and governance. A separateexercise was carried out to evaluate the performance of individual Directors including theChairman of the Board who were evaluated on parameters such as level of engagement andcontribution independence of judgment promotion of participation by all directors anddeveloping consensus amongst the directors for all decisions.
11. NUMBER OF BOARD MEETINGS
During the Financial year total 5 (Five) meetings of the Board of Directors were heldon 21st April 2014 07th July 2014 08th October 201409th January 2015 and 31st March2015 respectively.
12. DIRECTOR'S 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 2015 and of the profit ofthe Company 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 theCompany and that such internal financial controls are adequate and are operatingeffectively;
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.
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.
14. AUDIT COMMITTEE:
The Audit Committee of Directors is constituted pursuant to the provisions of Section177 of the Companies Act 2013. The Audit Committee comprises of:
1. Mr. Haren J. Shah - Chairman and Non-Executive Director
2. Mr. Uma Kant Shukla- Independent Director
3. 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 StatutoryAuditors arepermanent invitees to the Audit Committee meeting.
15. VIGIL MECHANISM 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 TECHNOLOGYABSORPTION 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" which forms part of this Report.
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 acquired economically used efficientlyand adequately protected.
19. EXTRACT OF ANNUALRETURN
Extract of the Annual Return in form MGT-9 for the financial year ended 31stMarch 2015 made under the provisions of Section 92(3) of the Act is annexed as"Annexure B" which forms part of this Report.
(i) STATUTORY AUDITORS
The Statutory Auditors of your Company namely M/s. K.U. Kothari & Co. CharteredAccountants were appointed at annual general meeting held on 30th September2014. Their tenure of appointment expires at this AGM on 29th September 2015.They have communicated their intention to retire and not get reappointed. M/s. Manoj Mehta&
Co. Peer Reviewed Chartered Accountants have expressed their willingness to carry outaudit of the company and get appointed at this AGM. They have confirmed their eligibilityand submitted the Certificate in writing that their appointment if made would be withinthe prescribed limit under the Act and they are not disqualified for appointment.
The Statutory Auditors Report does not contain any qualification reservation oradverse remark.
The Board expresses deep sense of gratitude for M/s. K. U. Kothari & Co. CharteredAccountants and their partner Shri. Prakash Chechani for continuous support and guidanceduring the tenure of office.
(ii) SECRETARIAL AUDITOR
The Board has appointed M/s. H V Gor And Co. Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2014-2015. TheReport of the Secretarial Audit is annexed herewith as "Annexure C". TheSecretarial Audit Report does not contain any qualification reservation or adverse remarkexcept the Company has not filed the report on the Annual General Meeting of the Companyfor the financial year ended 31st March 2014 in form MGT-15 with the Registrar ofCompanies.
The Board of Directors failed to file the report on the Annual General Meeting of theCompany in Form MGT-15 with the Registrar of Companies due to genuine oversight. The Boardof Directors assure and attest that there was no mala fide intention to deceit or defraudthe interest of stakeholders or regulators.
(iii) COST AUDITOR
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 environmental regulations and preservation ofnatural 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.
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 ' 60 lacs per annum or more or ' 5 lacsper 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 no complaint receivedduring 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 Rule 8(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 Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014 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).
Your Directors wish to thank Bankers Government authorities and various stakeholders.
ANNEXURE TO BOARD'S REPORT
PARTICULARS REQUIRED PURSUANT TO SECTION 134(3) (m) OF THE COMPANIES ACT 2013 READWITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 FOR THE YEAR ENDED ON 31stMARCH 2015.
I. Conservation of Energy
Your Company continues to accord high priority to conservation of energy.Systems are in place to closely monitor energy usage.
While selecting plant and machineries for the on going re-orientation thecompany has taken care to install energy efficient motors pumps gear boxes etc
II. Research and Development and Technology Absorption
Your Company continues to explore the latest of the technologies available andis in the process of utilizing the same.
Company targets to achieve reduction in production costs and improvement inquality of product.
No separate allocation is being made in accounts but the expenditure (otherthan that of capital nature) has been shown under respective heads of expenditure in thestatement of Profit and Loss.
Your Company is continuously taking steps to improve product and processtechnology in an effort to conserve energy resources by replacing conventional methods.
III. Foreign Exchange Earnings and Outgo
There is no foreign exchange earnings or outgo in the year under purview.
FORM NO. MGT - 9
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]
EXTRACT OF ANNUAL RETURN As on the financial year ended 31.03.2015
I. REGISTRATION AND OTHER DETAILS
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
Your Company operates only in one segment i.e. making Bio-mass briquettes out ofagriculture waste.
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Not applicable as there is no subsidiary and associate company.
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category wise shareholding
(ii) Shareholding of Promoters
(iii) Change in Promoters' Shareholding
There is no change in the shareholding of the Promoter Group.
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):
(v) Shareholding of Directors and Key Managerial Personnel:
Indebtedness of the Company including interest outstanding/accrued but not due forpayment :
The Company has not borrowed any amount from the Bank or financial institution.
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Though the Company does not have any Director with remuneration on its Boardnomination and remuneration committee decide related policies.
Remuneration to key managerial personnel other than MD/Manager/WTD
(' in lacs)
There are no actual payments to any KMPs during the year.
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES (Under the Companies Act):
There were no instances of any penalty/punishments/compounding of offences for the yearended 31/03/2015.
FORM NO. MR-3
[Pursuant to Section 204(1) of the Companies Act 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial
Personnel) Rules 2014]
Secretarial Audit Report For the Financial year ended 31st March 2015
ALPHA HI-TECH FUEL LIMITED
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to the good corporate practices by ALPHA HI-TECH FUEL LIMITED(hereinafter referred to as "the Company"). Secretarial Audit was conducted in amanner that provided me a reasonable basis for evaluating the corporate conducts andstatutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books papers minutes books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe auditing period covering the financial year ended on 31st March 2015 complied withthe statutory provisions listed hereunder and also that the Company has proper BoardProcess and compliance - mechanism in place to the extent in the manner and subject tothe reporting made hereinafter: I have examined the books papers minutes' books formsand returns filed and other records maintained by the Company for the financial year ended31st March 2015 according to the provisions of:
1. The Companies Act 2013 and rules made thereunder;
2. The Securities Contract (Regulation) Act 1956 and rules made thereunder;
3. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
4. Foreign Exchange Management Act 1999 and the rules made thereunder to the extent ofForeign Direct Investment Overseas Direct Investments External Commercial Borrowings;
5. The following regulations and guidelines prescribed under the Securities ExchangeBoard of India (SEBI) Act 1992 (the Act):
a. The SEBI (Substantial Acquisition of Shares and Takeover) Regulations 2011;
b. The SEBI (Prohibition of Insider Trading) Regulations 1992;
c. The SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009;
d. The SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999;
e. The SEBI (Issue and Listing of Debt Securities) Regulations 2008;
f. The SEBI (Registrar to an Issue and Share Transfer Agents) Regulation 1993regarding the Companies Act and dealing with client;
g. The SEBI (Delisting of Equity Shares) Regulations 2009;
h. The SEBI (Buyback of Securities) Regulations 1998.
I have also examined compliance with the applicable clause of the following:
1. Secretarial Standards issue by the Institute of Company Secretaries of India;
2. The Listing Agreements entered into by the Company with Bombay Stock ExchangeAhmadabad Stock Exchange and Saurashtra Kutch Stock Exchange.
During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above subject to thefollowing observations:
1. Pursuant to Section 121 (1) & ? of the Companies Act 2013 read with Rule 31(2)of the Companies (Management and Administration) Rules 2014 the Company has not filedthe report on the Annual General Meeting of the Company for the financial year ended 31stMarch 2014 in form MGT-15 with the Registrar of Companies;
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofexecutive directors non executive directors and Independent directors. There were nochanges in the composition of the Board during the year under review.
Adequate notice is given to all the directors to schedule the Board meeting agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decisions are carried through while the dissenting members' views are capturedand recorded as the part of the minutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the reporting period there have been no specific eventsor actions having major bearing on the Company's affairs in pursuance of the abovereferred laws rules regulations guidelines standards etc. referred to above.