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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 32nd Annual Report on thebusiness and operations of the Company along with the Audited Financial Statement for thefinancial year ended 31st March 2017.

1) FINANCIAL SUMMARY HIGHLIGHTS:

Financial Results of the Company for the year under review along with the figures forprevious year are as follows: (IN Rs)

Particulars 31st March 2017 31st March 2016
Total Income 26192653 137516744
Profit before Tax 320176 1748084
Less: Provision for Tax 0 0
Current Tax 116962 544105
MAT Credit Entitlement 0 0
Earlier Year tax 0 0
Deferred Tax 4205 0
Net Profit after Tax 199009 1203979

2) STATE OF COMPANY AFFAIRS:

During the financial year 2016-17 the Company has recorded revenue (Total Income) of

Rs 26192653/-. The Company has earned net profit of Rs 199009/- during the year ascompared to profit Rs 1203979/- in the last year. The Directors are optimistic aboutfuture performance of the Company.

3) CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of company.

4) 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.

5) TRANSFER TO RESERVES

The Company did not transfer any amount to the General Reserves.

6) SHARE CAPITAL

The paid up share capital as on 31st March 2017 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. There was no change in share capital during the year.

7) DEPOSITS:

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

8) SUBSIDARIES ASSOCIATED AND JOINT VENTURE COMPANIES:

There are no subsidiaries associated and joint venture companies of the Company.

9) CHANGE IN REGISTERED OFFICE SITUATION

During the year the Board of the Company has decided to change the company registeredoffice situation from ‘3rd Floor 2127-28 Block- K Gali No. - 58Naiwala Gurdwara Road Karol Bagh New Delhi 110005’ to ‘203 Aman Chamber PusaRoad Rajendra Place Metro Station New Delhi-110060’ with effect from 26thDecember 2016 in order to bring the smoothening in functioning of company.

10) CORPORATE OFFICE SITUATION

The Board of the directors decided to change the place for keeping the books ofaccounts from the Registered office ‘203 Aman Chamber Pusa Road Rajendra PlaceMetro Station New Delhi-110060’ to the Corporate office ‘47/18 BasementRajendra Place Metro Station New Delhi-110060’ with effect from 10thAugust 2017.

11) BOARD OF DIRECTORS:

A. DIRECTORS RETIRES BY ROTATION:

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

B. 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 (ListingObligations and Disclosure Requirements) Regulations 2015. Familiarization policy isavailable on company’s website.

12) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Committee Nomination & Remuneration Committee StakeholdersRelationship Committee and Risk Management Committee. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.

13) KEY MANAGERIAL PERSONNEL:

The following employees were designated as whole-time key managerial personnel by theBoard of Directors during the year under review:

(i) Mr. Anup Verma Managing Director (ii) Ms. Pooja Mittal Company Secretary

No Appointment or cessation took place in the financial year 2016-2017.

14) NO. OF BOARD MEETINGS HELD:

The Board of Directors duly met Seven (7) times during the financial year 1stApril 2016 to 31st March 2017. The dates on which meetings were held are asfollows:

25th April 2016 19th May 2016 4th August 2016 11thNovember 2016 19th November 2016 06th February 2017 and 20thMarch 2017.

15) 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 2017 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.

16) 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.

17) INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate withthe Size of the Company and same were operating throughout the year. The Company has inhouse Internal Audit Function.

18) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financialyear 2016-17 are annexed herewith to the Financial Statements in Form No. AOC-2.

19) MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirement) 2015 is presented in aseparate section which forms part of the Annual Report under Annexure-I.

20) CORPORATE GOVERNANCE:

As per Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirement)Regulation’s 2015 a report on Corporate Governance together with the Auditor’sCertificate regarding the compliance of conditions of Corporate Governance forms part ofthe Annual Report under Annexure-II.

21) AUDITORS:

A. SECRETARIAL AUDITOR:

The Company has appointed M/s Anurag Gupta & Associates Company Secretaries tohold the office of the Secretarial Auditor and to conduct the Secretarial Audit.

(i) SECRETARIAL AUDITOR’S REPORT:

The Secretarial Audit Report is annexed herewith marked as Annexure-III to this reportin Form No. MR-3.

(ii) SECRETARIAL AUDITOR’S OBSERVATIONS:

There is a qualification in the report that Company did not appoint Chief FinancialOfficer. The Management clarified that it is in the search of suitable candidate for thepost of Chief Financial Officer.

B. STATUTORY AUDITOR:

To appoint M/s Bhutani & Associates Chartered Accountants (FRN -025906N) in placeof M/s Sanjeev Gaurav & Associates as Statutory Auditor of the company from theconclusion of this Annual General Meeting until the conclusion of next Annual GeneralMeeting on such remuneration as may be fixed in this behalf by the Board of Directors ofthe 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.

(i) STATUTORY AUDITOR’S REPORT:

The Auditor’s Report is annexed herewith marked as Annexure-IV and forms part ofthe Annual Report.

(ii) STATUTORY AUDITOR’S OBSERVATIONS:

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

C. INTERNAL AUDITOR:

Mr. Piyush Jain was appointed as an Internal Auditor of the Company.

(i) INTERNAL AUDITOR’S REPORT:

Mr. Piyush Jain placed the internal audit report to the Company.

(ii) INTERNAL AUDITOR’S OBSERVATIONS:

Internal Auditor’s Report is self explanatory and need no comments.

22) ENHANCING SHAREHOLDER VALUE

Our Company firmly believes that its success in the market place and a good reputationis among the primary determination of value to the shareholders.

23) EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2016-17 being attached withDirectors Report in Form MGT-9 marked as Annexure-V.

24) 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.

25) 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.

26) SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:

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 2016-17.

• No of complaints received: NIL

• No of complaints disposed off: N.A.

27) 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.

28) DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

29) 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.

S. No.

Particulars

Current Year 2016-17 Previous Year 2015-16

A.

Conservation of Energy

Nil Nil
B.

Technology Absorption

Nil Nil
C. Foreign Exchange Earnings & Nil Nil
Outgo

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.

By Order of the Board of Directors

For Alstone Textiles (India) Limited

(Formerly Known as Shalini Holdings Limited)

Deepak Kumar Anup Verma
Place: New Delhi Director Managing Director
Date: 10.08.2017 DIN: 06933359 DIN: 06818748