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Alstone Textiles (India) Ltd.

BSE: 539277 Sector: Others
NSE: N.A. ISIN Code: INE184S01016
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Alstone Textiles (India) Ltd. (ALSTONETEXTILES) - Director Report

Company director report

To

The Members

Alstone Textiles (India) Limited

(Formerly known as Shalini Holdings Limited)

The Directors have pleasure in submitting their 31st Annual Report on thebusiness and operations of the Company along with the Audited Financial Statement for thefinancial year ended 31st March 2016.

FINANCIAL HIGHLIGHTS:

Financial Result of the Company for the year under review alongwith the figures forprevious year are as follows:

(IN Rs.)
Particulars 31st March 2016 31st March 2015
Total Income 137516744 34160055
Profit before Tax 1748084 1005906
Less: Provision for Tax
Current Tax 544105 315465
MAT Credit Entitlement - -
Earlier Year tax - -
Deferred Tax - -
Net Profit after Tax 1203979 690441
Total Assets 1246476422 1244895957
Total Liabilities 1246476422 1244895957

OPERATIONAL PERFORMANCE:

During the financial year 2015-16 the Company has recorded revenue of Rs.137516744/-. The Company has earned net profit of Rs. 1203979/-during the year ascompared to profit Rs. 690441/-in the last year. The Directors are optimistic aboutfuture performance of the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

DIVIDEND:

As the company kept the profits for investment in better projects it regret not torecommend any dividend. But the directors are hopeful better result in ensuring future.

DEPOSITS:

During the year the Company has not invited/accepted any deposits under Companies Act2013.

SHARE CAPITAL

The paid up share capital as on 31st March 2016 was Rs. 127480000/-.Thecompany has neither issued shares with differential rights as to dividend voting orotherwise nor issued shares (including sweat equity shares) to the employees or directorsof the company under any scheme.

No disclosure is required under section 67(3) of the act in respect of voting rightsnot exercised directly by the employees of the company as the provisions of the saidsection are not applicable.

NO. OF BOARD MEETING HELD:

The Board of Directors duly meets 10 times during the financial year 1stApril 2015 to 31st March 2016. The dates on which meetings were held are asfollows:

15th April 2015 27th May 2015 9th July 2015 20thJuly 2015 7th August 2015 13th August 2015 3rdOctober 2015 4th November 2015 28th January 2016 and 17thFebruary 2016.

BOARD OF DIRECTORS:

RE-APPOINTMENT OF DIRECTOR:

In accordance with the provisions of the Companies Act 2013 and the articles ofassociation of the Company Mr. Deepak Kumar Director of the Company is liable to retireby rotation at the ensuing Annual General Meeting and being eligible offer themselves forre-appointment. The Board of Directors recommends their re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation.

The Independent Directors have submitted their disclosure to the board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the Companies Act 2013 as well as SEBI (LODR)Regulations 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 27 (2) of the SEBI(Listing Obligations and Disclosure Requirement) Regulations'2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & RemunerationStakeholders' Relationship Committee and Risk Management Committees. The manner in whichthe evaluation has been carried out has been explained in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL:

No Appointment or cessation took place in the financial year 2015-2016.

(i) Mr. Anup Verma Managing Director

(ii) Ms. Pooja Mittal Company Secretary

AUDITORS OBSERVATIONS:

The observations made by Auditors with reference to notes to account are selfexplanatory and need no comments.

AUDITORS:

STATUTORY AUDITORS:

To Appoint auditor M/s Sanjeev Gaurav & Associates as Statutory Auditors of thecompany for a period of 4 years commencing from the conclusion of this Annual GeneralMeeting till the conclusion of 35th Annual General Meeting subject toratification at every Annual General Meeting on such remuneration as may be fixed in thisbehalf by the Board of Directors of the Company.

A Certificate from the Auditors has been received to the effect that their appointmentif made would be within the limits prescribed under section 141(3)(g) of the CompaniesAct 2013 and that they are not disqualified to be appointed as statutory auditors interms of the provisions of the proviso to section 139(1) section 141(2) and section141(3) of the companies Act 2013 and the provisions of Companies (Audit and Auditors)Rules 2014.

AUDITORS' REPORT:

The Auditors' Report is annexed herewith marked as Annexure-I and forms part ofthe Annual Report.

SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed M/s Astik Tripathi & Associates Company Secretaries tohold the office of the Secretarial Auditors and to conduct the Secretarial Audit Reportand the Secretarial Audit Report is annexed herewith marked as Annexure-II to thisreport in Form No. MR-3. There is a qualification in the report that Company did notappoint Chief Financial Officer. The Management clarified that it is in the search ofsuitable candidate for the post of Chief Financial Officer.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Piyush Jain as an Internal Auditor of the Company forthe financial year 2015-16. Mr. Piyush Jain placed the internal audit report to theCompany which is self explanatory and need no comments.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2015-16 being attached withDirectors Report in Form MGT-9 marked as Annexure-III.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investment covered under the provisions of section 186of the Companies Act 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financialyear 2015-16 are annexed herewith to the Financial Statements in Form No. AOC-2.

LISTING OF SHARES:

The Company has got Listed 12748000 Equity Shares of Rs. 10/- each on Bombay StockExchange Limited (BSE) on 12th august 2015 vide its notice no. 2015070812-15which has effected from 14th August 2015

Further the shares of the Company are also listed on DSE Limited (DSE) and AhmadabadStock Exchange Limited (ASE) but as per SEBI circular WTM/PS/45/MRD/DSA/NOV/2014 dated19th November 2014 DSE has been derecognized as Stock Exchange respectively.

ADOPTION OF NEW CERTIFICATE OF INCORPORATION CONSEQUENT UPON CHANGE OF NAME

Company has adopted new certificate of incorporation consequent upon change of namefrom "Shalini Holdings Limited" to "Alstone Textiles (India) Limited"with effect from 23rd September 2015 by passing special resolution in theprevious 30th annual general meeting of members held on 7thSeptember 2015.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of section 177(9) & (10) of the Companies Act 2013The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. TheWhistle Blower Policy is available on the website of the Company i.e.www.alstonetextiles.in

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act 2013 the Boardconfirms and submits the Director's Responsibility Statement:

• in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed;

• The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 of the Company for the year under review;

• The Directors have taken proper & sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for prevention & detecting fraud &other irregularities;

• The Directors have prepared the accounts for the year ended 31stMarch 2016 on a going concern basis.

• The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

• The directors had devised proper system to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.

DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN-INE184S01016 has been allotted for the Company. Therefore the matterand/or investors may keep their shareholding in the electronic mode with their DepositoryParticipates. 89.62% of the Company's Paid-up Share Capital is in dematerialized form ason 31st March 2016 and balance 10.38% is in physical form.

CORPORATE GOVERNANCE:

As per Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirement)Regulations'2015 with Stock Exchanges a report on Corporate Governance together with theAuditors' Certificate regarding the compliance of conditions of Corporate Governance formspart of the Annual Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (LODR) 2015 with the Stock Exchanges in India is presented in a separatesection which forms part of the Annual Report.

HEALTH SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The policy is available on the website of the company i.e. www.alstonetextiles.in

The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16.

• No of complaints received : NIL
• No of complaints disposed off : N.A.

DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc other risks which considered necessary by themanagement. The Company has been addressing the various risks impacting the Company andpolicy of the Company on risk management is provided elsewhere in this Annual Report inManagement Discussion and Analysis.

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act 2013 andrules made there under which needs to be disclosed in the directors report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company does not fall under any of the industries covered by the Companies(Accounts) Rules 2014. Hence the requirements of disclosure in relation to theconservation of energy technology absorption foreign exchange earnings & outgo arenot applicable to it.

Particulars Current Year 2015-16 Previous Year 2014-2015
A. Conservation of Energy Nil Nil
B. Technology Absorption Nil Nil
C. Foreign Exchange Earnings & Outgo Nil Nil

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers Customers Dealers and Vendors for theirvaluable support and assistance.

The Directors wish to place on record their appreciation of the commendable work donededication and sincerity by all the employees of the Company at all levels during the yearunder review.

The Company will make every effort to meet the aspirations of its shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board of Directors
Date: 19.05.2016 (Anup Verma)
Place: New Delhi Chairman & Managing Director
DIN: 06818748

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