Alps Industries Limited.
Your Directors have pleasure in presenting the 45th Annual Report together with theAudited Statements of Account of the Company for the financial year ended on 31st March2017 in terms of the Companies Act' 2013 and rules & regulation made thereunder &Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and as amended from time to time including Circular Ref. CIR/CFD/FAC/62/2016 DATED05.07.2016 as may be applicable during the period under review.
The Financial Performance of the Company for the year ended March 31 2017 issummarized below:
|FINANCIAL RESULTS || ||(Rs. in Lakh) |
|Particulars ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Total Income ||50088.95 ||58160.28 |
|Operating Earnings/Losses before Financial Expenses Depreciation & Amortization and Tax ||(2317.62) ||(1213.29) |
|Finance Cost ||7.57 ||47.41 |
|Depreciation ||3357.87 ||3586.42 |
|Profit/Loss Before Tax ||(5683.06) ||(4847.12) |
|Provision for Tax ||0.00 ||0.00 |
|Profit/Loss After Tax ||(5683.06) ||(4847.12) |
|Exceptional Items ||1720.72 ||6869.38 |
|Surplus of last year Add: ||(93659.22) ||(95681.48) |
|Surplus available for appropriation ||(97621.56) ||(93659.22) |
|Appropriations ||0.00 ||0.00 |
|Surplus carried to Balance Sheet ||(97621.56) ||(93659.22) |
|Surplus available for appropriation ||(97621.56) ||(93659.22) |
At Macro Level Domestic & Exports
The projected cotton balance sheet drawn by the CAI has estimated total cotton supplyfor the season at 410.50 Lakh bales while the domestic consumption is estimated at 300.00Lakh bales thus leaving an available surplus of 110.50 Lakh bales. The arrivals duringMarch 2017 are higher than that of the corresponding month during last year and the gap ofarrivals as compared to last year has narrowed down further.
Amidst expectations that economic activity would gather pace in the current year thereis optimism among companies that green shoots of recovery which have started becomingevident would be sustained. A sharp uptick in business outlook at the onset of 2017underpins the hope that the reform initiatives of the government would unravel a host ofinvestment opportunities for firms going forward. Business conditions are expected toimprove as over 63% of the firms expect an increase in sales as compared to only 39% whoexperienced the same in previous year. Much of the recovery in business conditions isexpected to be domestically driven as a large proportion of firms expect to maintainstatus quo on their export orders in current year. Despite the rise in capacityutilization majority of firms expect no change in their domestic and internationalinvestment plans in coming year' 2017. More than half of the firms expect to maintainstatus quo on their plans about investing in the domestic economy. Firms are keepinginvestment plans on hold despite the expectation of an improvement in sales and neworders.
The textile industry is critical to the Indian economy. The industry provides directemployment to 4.5 crore individuals and generates 6 crore indirect jobs. The industry alsocontributes 10 percent to manufacturing production in the country. With textilecommodities holding a 7 point weightage in the Consumer Price Index (CPI) it is anessential commodity in the Indian consumption basket. Therefore working of the textileindustry has a considerable ripple effect not only on the economy but also on thelifestyle of individuals. In the backdrop of India working on rolling out its newindirect taxation system the Goods and Services Tax (GST) the textile industry will playa critical role in fully realizing the potential proposed for GST. It can transformtextile industry into a single market with predictable tax system enabling increasedvalue addition employment and exports. This opportunity for GST to carve out a promisingfuture of sustained growth for the textile sector can be achieved only through theapplication of a uniform low GST rate to the sector. A low GST rate of 5 percent applieduniformly across the sector will propel domestic production and facilitate and encouragevoluntary compliance in the sector. This growth would enable India to achieve its targetof generating 35 million jobs and attracting investment worth USD 200 billion by 2025. Auniform 5 percent GST rate with no exemptions in the sector will remove current blockedinput taxes and tax cascading present in the industry while also providing revenueenhancement for the government. Even with 50 percent compliance from the industry taxrevenue across the value chain under a uniform GST rate will see an increment of INR 7000crore. This note highlights the revenue enhancement and other benefits associated withuniformly allocating the lowest GST rate for the textile industry. A multi-tiered GST ratestructure on the other hand will lead to distortions in production and consumption in thesector. A multiple tax structure will also compromise fibre neutrality with producersmoving to manufacturing garments made from lower taxed fabric. Such a structure may alsolead to disputes in classification of textile products to different tax categories.
It was submitted that all the existing export benefits including AIR duty drawbackrates ROSL benefits MEIS IES EPCG and other benefits announced under garment/ made-upsexport package need to be continued for some time after the implementation of GST as theindustry has just begun taking advantage of these schemes and grabbing global exportopportunities. All the existing export benefits could be continued till its expiry periodin the case of apparel and made-ups package and for two years for all other exportbenefits as the industry has no level playing field in the international market due todelay in concluding FTAs with various potential markets. Option could be provided to theexporters by announcing two AIR drawback rates and ROSL rates one while availing GSTcredit and another without GST credit. Due to impact of various measures the Indianeconomy will grow 7.4 per cent this fiscal and 7.6 per cent in the next as the bankruptcyand GST laws will help create a better business friendly environment The technicaltextile market will also continue to grow accompanied by a changing textile industry.Demand from the using industries is growing as well: not only by growing demand inexisting applications but also by inventing new technologies materials and products fornew ones. The exports of readymade garments have witnessed a positive growth of 4.5% inINR terms and 1.0% in USD terms during April-January 2016-17 as compared to the sameperiod of previous financial year.
At micro level- overall performance
Under the VISTA division company offers a complete range of home furnishing productsfor decorating windows & floors. Your company plays the role of market leader inArchitectural Fashion products. Be it the exterior or Interior of homes or offices yourcompany offers a complete range of products from Window Blinds Drapery Rods CurtainTracks Awnings Resort Umbrellas Laminated & Engineered Wood Flooring Carpet Tilesetc. In this division company source fabric and components from best in class companiesfrom across the world providing the customers with a wide choice of fabrics stylescolours and applications. Company also provide specialized fabrics which have acousticcontrol properties fire retardant anti-fungal and anti-microbial. Company also provide arange of windows blinds to meet all sun control and privacy control needs. Vista brand iswell represented across India with direct representatives in all metros and a 500 plusnetwork of partners spread across almost every other city. This ensures that the companyis just a call away when our customers need. During the year Vista has launched severalnew products in the window covering and flooring space. A complete new range of specialblinds called Sheer Dim-out also known as Zebra blinds. These blinds combine the bestfeatures of Sheer Curtains Roller Blinds & Venetian Blinds all-in-one. They are theultimate combination of utility and style and are suitable for any and every room in thehouse. The Company also launched the new range of S-Contour blinds. The secret of theseblinds lies in the unique S curve of the blinds. This specially designedS Curve diffuses light into the room at different angles thereby lighting upthe room while also helping to maintain privacy. Several new initiatives were taken at theVista division for update the quality process and upgrade/ rebrand product packing. Vistacontinues to grow its customer base.
In the Auto & Technical Textiles segment your company has done well and able toachieve the growth during the previous financial year. Your company has planned to caterthe demands for Buses & Car Segment also during the current fiscal year. Car Segment`sbusiness largely depends upon the OEM and prices are very competitive and Bus Segment hasalso equal Share of OEMs as well as in the Domestic Market. Your company is focusing moreon to the heavy vehicles segments Technical Textiles and Defence sector since yourcompany expecting change in the policy for procurement of indigenous products. Yourcompany also looking forward to expand the business in other segments likes Multiplexesand Protective Clothing during the current financial year. It is expected that thepossibility of re-engineering the product constructions and raw materials utilization mix.Auto and Technical Textiles has done well and company is looking forward for growth innext financial year.
Under the Made-ups Division company is growing and progressing very well in thissegment in both Global and Domestic Markets. The collections have created a nische in allmarkets and have been featuring in many premier retail stores and shopping catalogues. Wehave made a mark in both quality and aesthetics and developed a strong confidence with allour customers with attractive prices and good service levels. We have proved to be aone stop shop with a diverse product portfolio covering bedding curtainscushions blinds shower curtains table and kitchen linen. Our design teams have beenable to deliver remarkable collections as per the latest market trends and increasing ourpresence strongly with existing and new customer bases. Your company is catering to themid and mid high segments of the home textile business and also working with the premiumand top end brands. Your company is optimistic with a multi fold increase in the fractionof business in the industry with the new innovations and the new collections weconsistently work on. We have a fully compliant manufacturing meeting all social andtechnical requisites to cater to all well known global brands. Your company expects goodfuture since demand of cotton & cotton blends products are increasing in theinternational markets. Your company also gearing up & increasing the efficiencies& capacities to cater the market demand in domestic as well as in overseas markets.The business sentiments are very soft in Furnishings Industry both for exports anddomestic markets. We hope the next fiscal year seems to be more optimistic in terms ofresponse from major buyers. Your company have ventured into fire retardant fabricssuitable for hotel industry and Defence sector for technical textiles. Your company havealso reinvented commodity products to have good response from exports as well as domesticbuyers. The company has started new products during the period under review in Yarnsegment. The thrust has been to insulate the Company from the vagaries of Cotton yarn. TheCompany started producing Polyester /Cotton yarns Melange yarns. This are value addeditems with good demand in domestic and exports markets. Your company has also moved up inthe value chain by starting production of Polyester/Cotton Grindle yarns. These yarns givespecial effects after dyeing and are in good demand. The efforts to change the Product Mixat our Yarn Spinning Mill at Haridwar adding value added Melange Yarn affected theproduction temporarily thus adversely affecting the Productivity. However the changeswere envisaged for long term business interests.
During the period under review your company could not maintain the EBITDA which comesto Rs.(2317.62) Lakh in comparison to Rs. (1213.29) Lakh in previous year due to variousunavoidable factors various operational challenges in the production and marketing frontlike decrease in the margin of yarn closure of the operations of dying facilities locatedat Plot No. 1A Sec. 10 I.I.E SIDCUL Haridwar Uttarakhand by the Hon'ble NationalGreen Tribunal (N.G.T.) vide its order dated January 27 2016 and quality claims in Fabricsegment. Due to this the financial performance of the company has been affected adversely.The impact of measures for improvement in the performance taken place during the year willbe reflected in the current year's financial parameters.
FUTURE OUTLOOK TECHNICAL FRONT
To upgrade the technological front various efforts are being taken like installation ofTransfer Printing machine in one of the unit this will add new value added product range.We are optimistic for the market response of newly introduced product range bytechnological development. In Processing facilities company has taken up the optimizationproject that will reduce the process cost as well as time without impacting the productquality.
In other units also we have been able to maintain the balanced technical performancein terms of utilization and productivity during the financial year under consideration. AtHardwar unit your company is focusing on improving plant performance in general and toproduce quality oriented yarns for higher segment. However company is planning fortechnology up gradation of old plant in the phased manner.
RESTRUCTURING/ REHABILITATION OF THE COMPANY
Pursuant to the coming into force of the Sick Industrial Companies (Special Provisions)Repeal Act 2003 (1 of 2004) w.e.f. 1.12.2016 in terms of notification no. S.O. 3568(E)dated 25.11.2016 issued by the Ministry of Finance the Hon'ble BIFR/ AAIFR standdissolved and all the pending matters before the Hon'ble BIFR/AAIFR stand abated. As suchthe reference of the company which was pending before the Hon'ble BIFR as case no 32/2010also stands abated. However under the Insolvency and Bankruptcy Code 2016 (IBC) asenacted w.e.f. 1.12.2016 a company may make reference to the Hon'ble National Company LawTribunal (NCLT) under the Insolvency & Bankruptcy Code 2016 (IBC) for its resolutionas such the Company is envisaging to approach the Hon'ble NCLT for seeking the necessaryresolution in accordance with the provisions of Insolvency and Bankruptcy Code 2016(IBC).
With the contribution and efforts of all concerned the various credentials have beenrenewed /continued during the period under review viz.:
Certificate for ISO/TS 16949:2009 for manufacturing seat fabrics for theautomotive application.
Certificate for Oeko-Tex for Hohenstein Textile Testing Institute Germany
Certificate for ISO 9001:2008 and ISO for the management system implementedrenewed by Afnor Certification for the period 2015 to 2018 covering the manufacturingactivities i.e. Spinning Weaving and Processing of Yarn Fabric and Home Furnishing andCoating (fire retardant curtain fabric upholstery and stain proof fire retardantupholstery cloth for the ompany's units situated at Haridwar and Meerut).
Gold Trophy for the 1st Set of FIEO Export Excellence Award of NorthernRegion in Top Exporter Uttar Pradesh Non-MSME Category.
MEASURES TO REDUCE/CONTROL COST
In Meerut unit the company is looking forward to analysis the possibility ofre-engineering the product constructions and raw materials. Further focus is on the strictmonitoring of the inventory and to procure the raw material in minimum lead time. It willminimize the buffer stocks. In order to reduce marketing cost we are distributing thematerial through depot nearest to consumers. This will bring down the transportation andhandling cost. To meet out the market competitiveness and improve the financialperformance the company is committed to reduce the cost upgrade the efficiency andensure optimum utilization of the current as well as fixed assets of the company. Ontechnical front your company is continuously trying to achieve the reduction in rawmaterial cost by making different composition of mixing/purchase of cotton throughcommodity exchange increase in machine productivity better yarn yield with optimum useof raw material control waste generation to bare minimum and best use of work force bestutilization of capacity with lowest Raw Material Cost and good quality of end product tofetch best yarn price. The units located at Meerut and Haridwar have taken variousimportant steps which includes buying of raw material in bulk quantity directly fromsuppliers after proper negotiation and studying market prices reducing the fixedoverheads increase the utilization and efficiency of machineries to reduce the coststandardize the production process flow chart to avoid the rejection maintain theinventory level as per the requirement constant check on power consumptioncontrolling/reducing rejections & re-processing reusing / recycling all possibleitems strict follow-up on regular maintenance schedule to avoid major break downsincreasing overall efficiency to reduce production cost using low consumption LED lights.In order to reduce the substantial logistic cost the company is opting for land portsnearest to the units. Transportation cost reduced by finalizing the transport &courier contracts at best possible lowest rates for the goods movement of the Units. Theunit located at Meerut has also optimized its cost structure by way of strong emphasis onconsumption and control of waste reduction & rationalization inventory control &Manpower optimization. Use of Special flat inspection machine for inspection of fabric onsimilar method as buyer to save the overhead considerably on the inspection of materialreduced the soft water consumption through re-collecting the usable hot water and also bysetting the machine liquor ratio reduction in coating chemical cost. In Made up divisionyour company have implemented strict monitoring of the stocks by analyzing the in minimumlead time. Energy audit observations and suggestions by competent agency were alsoimplemented at the Hardwar unit during the period under review to save the Energy cost.During the year several cost consolidation measures were also taken includingrenegotiating supplier contracts rationalizing of manpower as well as streamliningexisting processes under SAP. This has resulted in significant cost savings.
STATUS OF HOLDINGS OF SUBSIDIARY COMPANIES
During the year under review there is no change in the status of subsidiary companies.As per Section 2(87) of the Companies Act 2013 after considering the indirect holdingthrough it's another subsidiary (Alps USA Inc.) the percentage of shareholding continuedto be 78.22% in Alps Energy Pvt. Ltd. and 81.65 % in Snowflakes Meditech Pvt. Ltd. Interms Regulation 23 & 24 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Mr. Prabhat Krishna(DIN NO.02569624) Independent & Non ExecutiveDirector of the Company continues to be representative director in the aforesaid IndianMaterial subsidiary companies during the year.
FINANCIAL STATEMENTS OF SUBSIDARY COMPANIES
The company continued to have three subsidiaries at the end of the financial year viz;M/s. Alps Usa Inc. M/s. Alps Energy Pvt. Ltd. and M/s. Snowflakes Meditech Pvt. Ltd. Asrequired under Section 129(3) of the Companies Act 2013 and applicable rules theFinancial Statements of all three Subsidiaries Companies are being annexed.
GOVERNMENT INITIATIVES- TEXTILE SECTOR
The Indian textile sector considers the Union Budget 2017-18 to be growth oriented asit will enable the manufacturing sectors to grow at a faster rate. The textile industrywas hoping for some good announcements as this sector is claimed to be the worst-hit onesof the economy due to demonetization and the Budget has not disappointed them. Previouslythe tax rate was 30% which in the recent budget has been reduced to 25%. This move is anencouragement for start-up's to make investment in textile and apparel sector. The otherbenefits extended such as additional allocation of funds to the banks for NPA accountscashless transaction labour reform relaxation of FDI norms by abolishing ForeignInvestment Promotion Board (FIPB) would also benefit the textile industry. Higher fundallocation for labour skilling and end-to-end logistics solutions including railandcoastal shipping last-mile connectivity will help the country's textile industry. Thoughthere was no major announcement in the Budget continuing with the existing tax structureincluding the service tax and optional Cenvat route extended for textile industry till theGST is implemented has been considered as a big boost for the sector. Government'sflagship technology up-gradation scheme receives an allocation of Rs. 2013 crores for2017-18. This is a welcome move and provides impetus for investment in the textile sector.Allocation under Remission of State Levies has been increased sizably to Rs. 1555 crores.This scheme includes the refund of State taxes to garments exporters to make the industrycompetitive and to boost employment in this Sector. Fund allocation under Pradhan MantriParidhan Rojgar Protsahan Yojna (PMPRPY) is Rs 200 crores. This new scheme provides theEmployee Pension Scheme contribution of 8.33% of the employers for all new employeesenrolling in EPFO under PMRPY for the first three years of their employment. Again thisis to boost employment in textile sector by incentivizing the employers and improvingcompetitiveness. Integrated Scheme for Skill Development for the textile sector receivesRs. 174 crores which is operational for last several years for under skilled factoryworkers. Textile industry would benefit from Trade Infrastructure Export Scheme with anallocation of Rs 3.96 Lakh crores. Objective of doubling farmers' income skilling ofyouth and development of Infrastructure to provide end to end solution by integratingrail road air and sea would greatly benefit the textile industry that is spread acrossthe nation. The cluster approach for contract farming would greatly benefit thepredominantly cotton based textile industry in India where more than 80% of MSMEs arelocated across the country. The government's proposal to allocate funds for affordablehousing scheme (as sought by the textile sector) is a boon to the sector.
The much awaited Trade Infrastructure for Export Scheme (TIES) was launched bygovernment. The Scheme would provide assistance for setting up and up-gradinginfrastructure projects with overwhelming export linkages like the Border Haats Landcustom stations quality testing and certification labs cold chains trade promotioncenters dry ports export warehousing and packaging SEZs and ports/airports cargoterminuses. It is expected to discernible benefits of investment in textile sector toeconomy in next quarter as industry will kick start production and will hire more people.Investment in the sector has beam bit slow and delayed due to sluggish global demandconditions and almost flat demand conditions for textile goods in domestic market. DGFTannounced that after implementation of GST the relevance of IEC would be less anddepartment is exploring the possibilities of removing the need for IEC as GSTN can takecare of all processes.
Due to the operational loss suffered by the company your directors do not propose anydividend for the current financial year.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 124 of the Companies Act 2013 there was no unclaimed dividendrelating to the financial year 2015-2016 which was due for remittance during thefinancial year 2016-2017. Hence no amount due to be transferred to the Investor Educationand Protection Fund established by the Central Government.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent directors viz. Mr. Prabhat Krishna Mr. Pradyumn Kumar Lamba Mr.Tilak Raj Khosla and Ms. Deepika Shergill have submitted their disclosure to the Boardthat they fulfill all the requirements as to qualify for their continuity of appointmentas an Independent Director under the provisions of the Companies Act 2013 as well asRegulation 17 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations2015.
RISK MANAGEMENT PLAN
In compliance of Regulation 21 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 related to corporate governance Risk Management plan ofthe company recognizes that the Enterprise Risk Management is an integral part of goodmanagement practice. Hence Risk Management is an essential element in achieving businessgoals. In terms of Policy the Company is committed for managing the risk in a mannerappropriate to achieve its strategic objectives. The Company will keep investors informedof material changes to the Company's risk profile through its periodic reportingobligations and ad hoc investor presentations. The Company reviews and reports annually onits compliance of Corporate Governance Principles and recommendations for bettermentwhich include Risk Management and the internal control framework. Accordingly the Companyhas framed procedures to inform members of Board of Directors about risk assessment andminimization procedures.
POLICY FOR DETERMINATION OF MATERIALITY.
In terms of the provisions of Regulation 30 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasframed a policy for determination of Materiality and the Board of Directorshas appointed the Company Secretary & Compliance Officer as the MaterialityOfficer to take care of the relevant compliances.
POLICY FOR PRESERVATION OF DOCUMENTS
In terms of the provisions of Regulation 9 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the company hasframed a policy for preservation of documents.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
In terms of section 177 of the Companies Act 2013 and Regulation 22 of theSEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the company hasestablished a Vigil Mechanism policy for the Directors and Employees to report genuineconcerns in such manner as may be prescribed and such a vigil mechanism has provided foradequate safeguards against victimization of persons who use such mechanism and makeprovision for direct access to the Chairman of the Audit Committee in appropriate orexceptional cases instances of unethical behavior actual or suspected fraud orviolation of the company's code of conduct etc. This neither releases employees from theirduty of confidentiality in the course of their work nor can it be used as a route forraising malicious or unfounded allegations against people in authority and / or colleaguesin general. The scope of the policy covers malpractices and events which have taken place/ suspected to have taken place misuse or abuse of authority fraud or suspected fraudviolation of company rules manipulations negligence causing danger to public health andsafety misappropriation of monies & assets of the company and other matters oractivity on account of which the interest of the Company is affected and formally reportedby whistle blowers concerning its employees.
NOMINATION & REMUNERATION EVALUATION BOARD DIVERSITY POLICY & FAMILIARIZATIONPROGRAMME FOR INDEPENDENT DIRECTORS.
As mandated by the statutory provisions contained under section 178 of the CompaniesAct 2013 and Regulation 19 of the SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 with Stock Exchanges Nomination & Remuneration Committee of theCompany has already formulated which is force as on date. This policy contains guidelineson nomination and remuneration of Directors Key Managerial Personnel (KMP) and SeniorManagement Personnel of the Company and Evaluation and Board Diversity policy fordirectors. This policy may be treated as a benchmark for determining the qualificationspositive attributes and independence of a Director criteria for evaluation of IndependentDirectors and the Board matters relating to the remuneration appointment removal andevaluation of performance of the Directors Key Managerial Personnel and Senior ManagementPersonnel of the Company. To provide insights into the Company to enable the IndependentDirectors to understand the Company's business in depth that would facilitate their activeparticipation in managing the Company familiarization Program have been formulated andintroduced by the Company to simplify the understanding of various responsibilities andrights of the Independent Directors during the year under review. The SEBI vide CircularNo. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 has issued Guidance Note on BoardEvaluation for all listed entities. It has been reviewed by the Board of Directors andnoted the criteria for evaluation of Board as a Whole Non Independent Directors andIndependent Directors of the Company.
During the year under review there is no change in the capital structure of thecompany.
RELATIONSHIP WITH INVESTORS
To have the participation by all the valued investors in the voting pattern for anyproposal and in terms of the compliance of the Section 108 of the Companies Act 2013 andCompanies(Management and Administration) Rules 2014 made thereunder and in terms ofRegulation 44(1) of the SEBI(Listing Obligations and Disclosure Requirements)Regulations2015 the company has made arrangements for e-voting facility through whichany investor can participate in the AGMs through e-voting and need not struggle to attendthe meetings in person.
Further in terms of Regulation 20 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 and Section 177 of the Companies Act 2013 and Companies(Meetings of Board and its Powers) Rules 2014 made thereunder the Company has framedStakeholder Relationship Committee which is fully committed and accountable to the valuedinvestors who have reposed the confidence in the company by investing their hard earnedmoney in the company and supported the management in such a crucial time.
The relationship with the investors continues to be cordial. Your company's managementis fully aware and dedicated for survival of the company and committed to take all effortsto resolve the investors' grievances received during the year to the satisfaction of theinvestors within a reasonable time. M/s Alankit Assignments Limited the R&T Agent ofthe company continued to extend their positive contribution to resolve the Investors'grievances efficiently and effectively whenever they arose. By contribution from allconcerned the investor grievances have been resolved to the fullest satisfaction ofinvestors. We sincerely place on record the appreciation for our valued investors whohave contributed and reposed the confidence in the company at this difficult time. Themanagement not only believes in legal compliance related to the investors but alsomorally protects their interest and treats them as part of Alps Group. In its endeavor toimprove investor services your Company has created an investor section and designatedexclusive E-Mail ID for the purpose of registering complaints by investors and necessaryfollow up action by the company / compliance officer in compliance with Regulation 36 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The e-mailID is: email@example.com
MANPOWER VALUABLE ASSETS
Human Resources are the key assets of Alps and management endeavors continuously tobuild a self motivated and self disciplined workforce by its unconditional support forbuilding the right performance oriented culture under the leadership of its key managementpersonnel. The significant HR initiatives began during the previous Financial Year whichstrengthened for better role clarity and aligning systems for improving effectiveness ofsuch reorganized structure. The initiative is showing improvements with improvedaccountability coordination and focus. The year has been quite satisfying in terms ofretention of employees as the average attrition rate remained comparatively low in staffcadre particularly in Vista Business. Besides a robust talent pipeline and ahigh-performance culture centered on accountability in place enable us to retain ourcompetitive edge. Your company is continuously benchmarking its HR practices with the bestof those exists across the industry and keep carrying out necessary improvements toattract and retain the best talent.
The company has been reviewing the Company Policies periodically considering the needsof its employees treating its human resources as its valuable assets. It helps theemployees to focus on their assignments instead of bothering for hygiene and give theirbest to the organization. Consistent efforts are being made to optimize the utilization ofavailable human resources through regular monitoring of the Manpower at various locationsin different businesses redefining the job responsibilities wherever possible so as toencourage deserving employees to enrich their jobs by shouldering additionalresponsibilities and avoid over-lapping fair implementation of the HR Policies andcontinuously improve hygiene factors for facilitating a conducive working environment.Efforts continued to be made to improve the female workers/employees ratio particularlyat the shop floor in-line with the national policy of gender equality and policy torestrict the sexual harassment is also being implemented in line with the governmentdirections. The company's concerns for welfare of its workforce continued during the yearand accordingly Group pension/Accident Insurance policy/ESI/WC policies were continuedfurther as in the past. The company has been consistently maintaining harmonious &cordial relations with the employees at all the locations. The Company continues to layemphasis on building and sustaining an excellent organizational culture focusing onperformance. During the year the Company employed on an average 2200 employees (1675during previous year 2015-16) though it came down to around 1750 temporarily early thisyear due to the challenge faced by our Yarn Dyeing facility at Haridwar Unit as perchanged NGT requirements adversely affecting the Production at one of the Plant. Pursuitof proactive policies for industrial relations has resulted in a peaceful and harmonioussituation on the shop floors of the various plants.
BOARD OF DIRECTORS- CHANGES/REAPPOINTMENTS
RE-APPOINTMENT OF WHOLE TIME DIRECTORS
Mr. Sandeep Agrawal Managing Director (DIN No. 00139439) and Mr. Pramod Kumar RajputExecutive Director (DIN No. 00597342) proposed to be reappointed at the forthcomingAnnual General meeting. The disclosures as required under the Companies Act 2013 andRegulation 27 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations2015 related to Corporate Governance published elsewhere in the Annual Report.
RE-APPOINTMENT OF INDEPENDENT DIRECTORS
In terms of section 149 of the Companies Act 2013 and Regulation 17 of the SEBI(ListingObligations and Disclosure Requirements) 2015 Mr. Pradyumn Kumar Lamba (DIN N0.02843166)Mr. Tilak Raj Khosla (DIN N0.02724242) Mr. Prabhat Krishna (DIN N0.02569624) and Ms.Deepika Shergill (DIN N0.07093795) appointed as Independent Directors of the Company bythe Board at their meeting held on February 11 2015 as recommended by the Nomination& Remuneration Committee for first term of three years w.e.f. 11.02.2015. Now it isproposed to Reappointment of the members of the company for a Second & final term ofFive years w.e.f. 11.02.2018 at the forthcoming AGM of the company. The disclosures asrequired under the Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 related to Corporate Governance publishedelsewhere in the Annual Report.
RE-APPOINTMENT OF NON-INDEPENDENT DIRECTORS BY ROTATION
In terms of the provisions of Section 152 of the Companies Act 2013 and Companies(Appointment and Qualification of Directors) Rules 2014 & Article No. 106107 &108 of the Articles of Association of the Company Mr. Pramod Kumar Rajput ExecutiveDirector (DIN No.00597342) recommended by the Nomination & Remuneration Committee andby the Board of Directors at their meeting held on May 30 2017 for re-appointment whoretires by rotation and eligible for re-appointment and offer himself for reappointmentat the ensuing Annual General Meeting. The disclosures as required under the Companies Act2013 & Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 related to Corporate Governance published elsewhere in the AnnualReport.
NUMBER OF BOARD MEETINGS
Minimum four prescheduled Board Meetings are held every year. In case of anyexigency/emergency resolutions are passed by circulation. During the Financial Year2016-17 the Board of Directors met four times on - 30/5/2016 12/08/2016 14/11/2016 and13/02/2017. The maximum gap between any two meetings was less than one hundred and twentydays as stipulated under Regulation 17 of the Listing Regulations and SecretarialStandards.
KEY MANAGERIAL PERSONEL
During the under review as required under section 203 of the Companies Act 2013 andapplicable rules There is no change in the Existing KMP's of the Company during the underreview. viz. Mr. Sandeep Agarwal (CEO designated as Managing Director) Mr. Pramod KumarRajput (Executive Director) Mr. Ashok Kumar Singhal CFO designated as President(Accounts & Finance) and Mr. Ajay Gupta (Company Secretary & GeneralManager-Legal). Hence they continued to be KMP's of the Company.
INTER CORPORATE LOANS GUARANTEES AND INVESTMENTS
During the year under review company has not given any Inter Corporate LoansGuarantees and Investments covered under section 186 of the Companies Act 2013.
However on business consideration and to improve the cash flow the company to meet outthe other more important business commitments it is proposed the generate the fund byselling the investment of the company. It is proposed to dispose off the shareholdings bymore than 51% share capital of M/s. Alps USA Inc. M/s. Alps Energy Private Limited &M/s Snowflakes Meditech Private Limited all subsidiary company. The dilution ofinvestment will also break the relationship of holding and subsidiary company which willalso result in reducing the legal compliances/cost in this regard. Accordingly pursuantto section 180 and relevant Rules and Regulation made there under of the Companies Act2013 the consent of the members of the Board has been accorded at their meeting held onMay 30 2017 to sale the investment of the company. Further under the provisions ofRegulation 24 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 related with the Corporate Governancerequirements the recommendation of members of the Board is also accorded for disposingoff the investment in its Material Subsidiary company resulting in dilutionof its shareholding to less than fifty percent thereby ceasing of control over thesubsidiary company. It is subject to the approval of shareholders by way of specialresolution at the forthcoming annual general meeting of the company.
Further in terms of the approval from the Board of Directors at their meeting held onMay 30 2017 under Section 188 of the Companies Act 2013 and Regulation 23 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 being under related parties company has entered into a Onetime Settlement Agreementwith its Subsidiary Companies namely M/s Snowflakes Meditech Private Limited and M/s AlpsEnergy Private Limited on May 30 2017 for settlement of their unsecured loan amountingto Rs. 2367.75 Lac. The entire outstanding settled at a sum of Rs. 118.39 lac payable ininterest free quarterly installments starting w.e.f. II quarter of financial year2017-2018 lasting upto 31.3.2019.
CORPORATE SOCIAL RESPONSIBILITY
Due to net profit earned by the company during the financial year 2015-16 in terms ofthe provisions under Section 135 of the Companies Act 2013 your company have constitutedthe CSR Committee. The CSR Committee have framed a Corporate Social Responsibility Policy(CSR Policy) duly approved by the Board at their meeting held on 12.8.2016 indicating theactivities to be undertaken by the Company to fulfill the expectation of our Stakeholdersand to continuously improve our social environmental and economical performance whileensuring sustainability and operational success of the Company. The Company would alsoundertake other need based initiatives in compliance with Schedule VII to the CompaniesAct 2013 and Companies (Corporate Social Responsibility Policy) Rules 20I4.
As required under section 135 and Companies (Corporate Social Responsibility Policy)Rules 2014 of the Companies Act 2013 the Statement of Annual Report on CSR Activitiesis annexed as Annexure 1.
RELATED PARTY TRANSACTIONS
In terms of the Section 188 Companies Act 2013 and Companies (Meetings of Board and itsPowers) Rules 2014 and further in terms of Regulation 23 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 related to the Corporate Governancecompany has formulated Related Party Policy of the company. During the year under reviewcompany has entered into related party transactions which are at the market prevailingprices and on arm's length basis and are in its ordinary course of business. The detailsof the transactions are annexed elsewhere in the report. Hence there are no conflicts ofinterest and in compliance of company policy related to related party transactions.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 134(5) of the Companies Act 2013 theBoard confirms and submits the Directors' Responsibility Statement:
(In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
The directors had prepared the annual accounts on a going concern basis; and
The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively which means the policies and procedures adopted by the company for ensuringthe orderly and efficient conduct of its business including adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information;
The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
PARTICULARS OF EMPLOYEES
In terms of Section 197 of the companies Act 2013 and applicable Rules made there underthe details of the employee was drawing in excess of the highest paid Whole Time Directorsare enclosed as Annexure II.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption and foreign exchange earnings and outgo isgiven in the statement annexed (Annexure-III) here to and forms part of thisreport.
COST AUDIT REPORT
In compliance of Notification Reference No. GSR No. 01(E) on January 1 2015 andCompanies (Cost Records and Audit) Rules 2014 Companies (cost records and audit)Amendment Rules 2016 issued by the Cost Audit Branch under Ministry of Corporate Affairsand further in terms of the Powers conferred by Section 148 of the Companies Act 2013Company had appointed M/s. Pramod Agrawal & Co. Cost Accountants (Firm Regn. No.104022) to submit the Cost Audit Report duly approved by the Board of Directors to theCentral Government for the financial year ended on March 31 2017 for the products whichare specified in the Notification No. GSR No. 01(E) on January 1 2015 and Companies (CostRecords and Audit) Rules 2014 as amended from time to time. The Cost Audit report will befiled by the company within the due date i.e. on or before September 27 2017 being 180days from the close of the financial year or as may be extended by the department fromtime to time as provided by the M/s. Pramod Agrawal & Co. Cost Accountants being thecost auditors for the financial year 2016-17.
In compliance of Notification Reference No. GSR No. 01(E) on January 1 2015 andCompanies (Cost Records and Audit) Rules 2014 as amended form time to time M/s. GauravGupta & Associates (Firm No.104132) Cost Accountants Ghaziabad firm of CostAccountants has been appointed as the Cost Auditors of the company under Section 148 ofthe Companies Act 2013 for the next financial year ended on March 31 2018 at themeeting of Audit Committee and Board of Directors of the company held on May 30 2017 inplace of the existing Cost Auditors M/s. Pramod Agrawal & Co.(Firm Regn. No.104022) toreduce the cost and other operation convenience to the company. It has been confirmed bythe proposed Cost Auditors that the necessary compliance related to the change in theAuditors as specified by the Institute of Cost Accountants of India and the Cost and WorkAccountants Act 1959 has been complied with. As required under Section 148 of theCompanies Act 2013 the ratification for their appointment & remuneration has beenrecommended at the forthcoming Annual General Meeting of the company. However it isstrictly applicable in terms of any Notifications/Circulars related to Cost Records andCost Audit Rules as may be specified at any time by the MCA or any regulatoryauthorities. If due to any reasons the mandatory requirements abolish then continuationof the appointment of Cost Auditors will be at the discretions of the board of directorsas per the requirements of the company.
M/s. R.K. Govil & Co. Chartered Accountants (Firm Registration No. 000748C) theStatutory Auditors of the Company completes the two year out of four years as approved atthe Annual General Meeting of the Company held on September 30 2015. Now they have furtherconfirmed their eligibility and willingness to accept office if they get approval forratification for the reappointment for remaining term of two years out of already approvedterm of four years at the forthcoming Annual General Meeting. The company has receivedcertificates from the said auditors to the effect that their confirmation if made wouldbe within the limits prescribed under Section 141 of the Companies Act 2013. YourDirectors recommend their confirmation under Section 139 of the Companies Act 2013 andCompanies (Audit and Auditors) Rules 2014 for a further period of 2 years i.e. till theconclusion of 47th Annual General Meeting.
In terms of Section 138 of the Companies Act 2013 and Companies (Accounts) Rules2014 M/s. Anil Nupur & Co. Chartered Accountants (Firm Regn. No. 007626N) theBoard of Directors at their meeting held on February 14 2017 has appointed as theInternal Auditors of the Company for the financial year 2017-18 to submit the internalaudit reports from time to time. However in view of the size of operation and requirementof the company and further as per the recommendation of the Audit Committee for thefinancial year 2017-2018 in addition of the above auditors the appointment of M/s. M LPuri & Company Chartered Accountants (Firm Regn. No. 002312N) has been approved bythe Board at their meeting held on May 302017.
During the year your company has not raised any money by way of Fixed Deposits.
A report as per the requirements of Regulation 27 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 on the Corporate Governance practices followedby the Company and the Statutory Auditors' Certificate on Compliance of mandatoryrequirements along with Management Discussion and Analysis is given as an Annexure IVto this report. The mandatory information under corporate governance is annexed as Annexure-V.It has always been the endeavor of your company to practice transparency in its managementand disclose all requisite information to keep the public well informed of all materialdevelopments.
ABSTRACT OF THE ANNUAL RETURN
In terms of section 92 of the Companies Act 2013 the extract of the Annual Return as onit stood as on March 31 2017 being attached with the Directors Report as Annexure VI.
SECRETARIAL AUDIT REPORT
In terms of the Section 204 of the Companies Act 2013 and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors at their meetingheld on May 30 2016 company has appointed M/s. CSK & Co. Company Secretaries toprovide the Secretarial Audit Report for the Financial year ended on Mach 31 2017. Incompliance of aforesaid requirement they have provided the Secretarial Audit Report whichhas been annexed with Board report as Annexure VII. Observations in the Auditors'Report are dealt elsewhere in the Director's Report in the Corporate Governance Section.
There are no Audit qualifications for the year under review. Hence the requirement.under Regulation 33 of the SEBI(Listing Obligations and Disclosures Requirements)Regulations 2015 and further amended by SEBI Notification No.SEBI/LAD-NRO/GN/2016-17/001 dated May 25 2016 and Circular No. CIR/CFD/CMD/56/2016 datedMay 27 2016 issued by the Securities and Exchange Board of India (SEBI) audit reportsare with unmodified opinion for the period ended March 31 2017. In terms of abovecircular the declaration duly signed by Chief Financial Officer of the company has alreadybeen submitted to stock exchanges.
No disclosure or reporting is required in respect of the following items as there wereno transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
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 ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
5. 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.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors take this opportunity to thank the Financial Institutions Banks Boardfor Industrial and Financial Reconstruction (BIFR) ARCs Reserve Bank of India Centraland State Governments Authorities Regulatory Authorities Hon'ble National GreenTribunal National Company Law Tribunal Securities Exchange Board of India StockExchanges Stakeholders Customers and Vendors for their continued support andco-operation and also thank them for the trust reposed in the Management. Your Directorsalso wish to thank all the employees of the Company for their commitment andcontributions. Your Directors also wish to place on record their appreciation towards allassociates including Customers Suppliers and others who have reposed their confidencein the Company. Your Directors look forward to their unsustained support in future also.
| || ||For and on behalf of the Board of |
| || ||Alps Industries Limited |
|Place : Ghaziabad ||P.K. Rajput ||Sandeep Agarwal |
|Date : May 30 2017 ||Executive Director ||Managing Director |
| ||DIN - 00597342 ||DIN - 00139439 |