The Board of Directors are pleased to present the Company Annual Report and theCompany's audited financial statements for the financial year ended 31st March 2022.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March 2022 are as follow:
| || ||Amount in Lakhs. |
|Particulars ||Year ended 31st March 2022 ||Year ended 31st March 2021 |
|Revenue from Operations ||28276.22 ||12784.60 |
|Profit before tax from continuing operations ||413.24 ||200.59 |
|Tax Expenses (Including Deferred Tax) ||50.03 ||(1.69)) |
|Profit after Tax ||363.21 ||202.28 |
|Total Income for the year ||363.21 ||202.28 |
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY'S AFFAIR
During the year under review your Company achieved total revenue from operations ofRs. 28276.22 Lakhs (previous year Rs. 12784.60 Lakhs) resulting in increase of 121.17%over the previous year.
The profit after tax (including other comprehensive income) is at Rs. 363.21 Lakhs(previous year Rs. 202.28 Lakhs resulting in Increase of 79.56%).
Your Directors do not recommend any divided for the financial year ended 31s March2022.
5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations a Cash Flow Statement andconsolidated Financial Statement is part of the Annual Report.
6. THE CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund interms of Section 125 of the Companies Act 2013.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as AnnexureA to Director's Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed also discussed at the meetings of the Risk ManagementCommittee and the Board of Directors of the Company. The Company has constituted RiskManagement Committee and its risk management policy is available on the website of theCompany.
10. INTERNAL CONTROL SYSTEM
The Company's internal controls system has been established on values of integrity andoperational excellence and it supports the vision of the Company "To be the mostsustainable and competitive Company in our industry". The Company's internal controlsystems are commensurate with the nature of its business and the size and complexity ofits operations. These are routinely tested and certified by Statutory as well as InternalAuditors and their significant audit observations and follow up actions thereon arereported to the Audit Committee.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
During the year under review your Company has not made any investment given any loanor guarantee falling within the meaning of section 186 of the Companies Act 2013 and therules made thereunder.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. There are no materially significant related party transactions made by the Companywith Promoters Directors or Key Managerial Personnel etc. which may have potentialconflict with the interest of the Company at large or which warrants the approval of theshareholders.
The transactions are being reported in Form AOC-2 i.e. Annexure B in terms ofSection 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014.
However the details of the transactions with Related Party are provided in theCompany's financial statements (note 27) in accordance with the AccountingStandards.
All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature.
13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.All employees (permanent contractual temporary trainees) are covered under the saidpolicy.
The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 which redresses complaints received on sexualharassment. During the financial year under review the Company has not received anycomplaints of sexual harassment from any of the women employees of the Company.
14. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act 2013 following is thelink for Annual Return Financial Year 2021-22https://www.alacritysec.com/annual-reports.php
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year the Board met 5 times on 25/06/2021 03/08/2021 07/09/202112/11/2021 & 15/03/2022.
16. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 The Board of Directors of theCompany hereby confirm:
That in the preparation of the annual accounts the applicable accountingstandards have been followed and there has been no material departure.
That the selected accounting policies were applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on 31st March 2022 and thatof the profit of the Company for the year ended on that date.
That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
That the annual accounts have been prepared on a going concern basis.
The Board has laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Company has neither accepted nor renewed any deposits during the year under review.
18. ARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given as AnnexureC to this report. In terms of provisions of Section 197(12) of the Companies Act 2013read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of employeesdrawing remuneration in excess of the limits set out in the said Rules if any forms partof the Report. The policy is available on the Company's website. www.alacritysec.com.
Mr. Kishore Vithaldas Shah is liable to retire by rotation in this ensuing AnnualGeneral Meeting and being eligible he has offered herself for reappointment.
During the Financial year Mr. Kishore V Shah was re-appointed as Whole Time Director ofthe Company for a term of 3 years in the Annual General meeting held on 30thSeptember 2021.
Your directors recommend her re-appointment. Pursuant to the provisions of Section 149of the Act the Independent Directors have submitted declarations that each of them meetthe criteria of independence as provided in Section 149(6) of the Act along with Rulesframed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as IndependentDirectors of the Company.
20. ATTRIBUTES QUALIFICATIONS & INDEPENDENCE OF DIRECTORS THEIR APPOINTMENT ANDREMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy forSelection Appointment and Remuneration of Directors which inter-alia requires thatcomposition and remuneration is reasonable and sufficient to attract retain and motivateDirectors KMP and senior management employees and the Directors appointed shall be ofhigh integrity with relevant expertise and experience so as to have diverse Board and thePolicy also lays down the positive attributes/criteria while recommending the candidaturefor the appointment as Director.
21. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
22. STATUTORY AUDITORS
M/s. ABN & Co Chartered Accountants (Firm Registration No. 004447C) wereappointed as Statutory Auditor of the Company at the 23rd Annual General Meeting held on28th September 2017 for a term of five years until the conclusion this Annual GeneralMeeting.
Whereas The Board of Directors of your Company at its meeting held on 07th September2022 have proposed the appointment of M/s. CLB & Associates Chartered Accountants (FRN124305W) subject to approval of members in the ensuing Annual General Meeting for a periodof 5 years from the conclusion of this Annual General Meeting till the conclusion of theAnnual General Meeting to be held in the year 2027 based on the recommendation of theAudit Committee.
The Company has proposed an Ordinary Resolution for appointment of Statutory Auditor
23. INTERNAL AUDITORS
M/s HP Bhalekar & Associates Chartered Accountants were appointed as internalauditors by the Board for the financial year 2021-22 and who have issued their reports onquarterly basis.
24. SECRETARIAL AUDITORS
The Company has appointed M/s Jaymin Modi & Co. Company Secretaries as SecretarialAuditors of the Company to carry out the Secretarial Audit for the Financial Year 2021-2022 and to issue Secretarial Audit Report as per the prescribed format under rules interms of Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Secretarial Audit Report for the FY 2021-22 is annexed herewith and forms part ofthis report as Annexure D. Secretarial Audit is not applicable to the Subsidiarynot being a material subsidiary.
25. COST RECORDS AND COST AUDIT
The provision of the Companies (Cost Records and Audit) Rules 2014 is not applicableto the Company. Maintenance of cost records as prescribed under the provisions of Section148(1) of the Companies Act 2013 was not applicable for the business activities carriedout by the Company for the FY 2021-22. Accordingly such accounts and records are not madeand maintained by the Company for the said period.
26. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The secretarial auditor of the company has made the following Qualifications
Some of the Intimations under the provisions of the Companies Act 2013 have been filedafter the lapse of statutory time period. However necessary additional fees have beenremitted for such delay.
The e-forms were filed with necessary additional fees.
Apart from the above there are no qualifications reservations or adverse remarks ordisclaimers made by the auditors and the practicing company secretary in their reports.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under regulation 34
(3) and Part B of schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Annual Report as Annexure E.
28. HOLDING SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does don't have any Holding Subsidiary Joint Ventures and AssociateCompanies as on 31st March 2022.
29. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concernsexpressed by the employees and other Directors. The Company has also provided adequatesafeguards against victimisation of employees and Directors who express their concerns.
he Vigil Mechanism Policy is available at the website of the Company:www.alacritysec.com.
30. REPORTING OF FRAUD BY AUDITORS
During the year under review the Internal Auditors Statutory Auditors and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under section 143(12) of the Act details of whichneeds to be mentioned in this Report.
31. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act 2013 and Regulation 17 of the ListingRegulations the performance evaluation of the Board and its Committees were carried outduring the year under review.
32. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany occurred during the financial year.
33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
During the year there has been no significant material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and company's operations infuture.
34. COMMITTEES OF THE BOARD
In accordance with the Companies Act 2013 the Board has formed a Risk ManagementCommittee. There are currently 3 Committees of the Board as follows:
The Audit Committee of the Company is constituted in line with the provisions ofSection 177 of the Companies Act 2013 read with regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The Audit Committee as on the date of the report comprises of 2 Non-ExecutiveIndependent Directors & 1 Executive Director.
Following are the members of the Committee
|Ankur M Mehta ||: Non- Executive and Independent Director Chairman |
|Deven Narendra Sanghvi ||: Non- Executive and Independent Director Member |
|Pooja A Gupta ||: Executive Director Member |
During the year there were in total 4 Audit committee meetings held on 25/06/202110/08/2021 12/11/2021 and 08/02/2022.
The Chairperson of Audit Committee was present in previous AGM held on 30/09/2021 toanswer shareholder's queries.
Broad terms of reference of the Audit Committee are as per following:
The role of the audit committee shall include the following:
1 Oversight of the listed entity's financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;
2 Recommendation for appointment remuneration and terms of appointment of auditors ofthe listed entity;
3 Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;
4 Reviewing with the management the quarterly financial statements before submissionto the board for approval;
5 Reviewing and monitoring the auditor's independence and performance and effectivenessof audit process.
7 Approval or any subsequent modification of transactions of the listed entity withrelated parties.
8 Evaluation of internal financial controls and risk management systems.
9 reviewing with the management performance of statutory and Internal Auditorsadequacy of the internal control systems.
10 Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.
11 Discussion with internal auditors of any significant findings and follow up thereon.
12 Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board.
13 Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.
14 To review the functioning of the whistle blower mechanism.
15 Approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate.
16 Carrying out any other function as is mentioned in the terms of reference of theaudit committee Nomination And Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted in line withthe provisions of Section 178 of the Companies Act 2013 read with regulation 19 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Committee comprises of 3 Non-Executive Directors.
The Nomination and Remuneration Committee met Once in the Financial Year 2021-2022 on15/03/2022.
The necessary quorum was present in the said meetings.
The Chairman of the Nomination and Remuneration Committee was present at the lastAnnual General Meeting of the Company held on 30/09/2021.
The composition of the Committee and the details of meetings held and attended by theDirectors are as under:
|Ankur M Mehta ||: Non- Executive and Independent Director Chairman |
|Deven Narendra Sanghvi ||: Non- Executive and Independent Director Member |
|Hiten R Mehta ||: Non-Executive Director Member |
Role of nomination and remuneration committee inter-alia include the following:
(1) Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board of Directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;
(2) Formulation of criteria for evaluation of performance of independent directors andthe board of directors;
(3) Devising a policy on diversity of board of directors;
(4) Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal.
(5) Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.
(6) To recommend to the Board all remuneration in whatever form payable to seniormanagement.
The policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters is available on company's website.
Remuneration of Directors
The remuneration of the Whole- Time Director is recommended by the RemunerationCommittee and then approved by the Board of Directors and subsequently by the shareholdersin general meeting within the limits prescribed in Companies Act 2013.
Criteria for making payments
Non-Executive Directors of the Company are paid sitting fees for attending Board andCommittee Meetings and no Commission is drawn by either of them during the year.
Performance evaluation criteria for Independent Directors:
1) Attendance and participations in the meetings.
2) Preparing adequately for the board meetings.
3) Contribution towards strategy formation and other areas impacting companyperformance
4) Rendering independent unbiased opinion and resolution of issues at meetings.
5) Safeguard of confidential information.
6) Initiative in terms of new ideas and planning for the Company.
7) Timely inputs on the minutes of the meetings of the Board and Committee's.
8) Raising of concerns to the Board
The Nomination and Remuneration Policy devised in accordance with Section 178(3) and(4) of the Companies Act 2013 is available at the website of the Company:www.alacritysec.com .
Further criteria of making payments to non-executive directors the details ofremuneration paid to all the Directors and the other disclosures required to be made underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 have beenpublished below:
Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted in line withRegulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The Committee comprises of 2 NonExecutive Independent Directors 1 Executive Director.
The committee looks into the shareholders and investors grievances that are not settledat the level of Compliance Officer and helps to expedite the share transfers and relatedmatters. The Committee periodically reviews the status of stakeholders' grievances andredressal of the same.
The Committee met on 13/05/2021 13/08/2021 12/11/2021 and 15/03/2022.
The necessary quorum was present for all the meetings. The Chairman of the Committeewas present at the last Annual General Meeting of the Company held on 30th September 2021.
The composition of the Committee during FY 2021-22 and the details of meetings held andattended by the Directors are as under:
Following are the members of the Committee.
|Mr. Hiten R Mehta ||: Non- Executive and Non- Independent Director Chairman |
|Mrs. Pooja A Gupta ||: Executive Director Member |
|Mr. Ankur M Mehta ||: Non- Executive and Independent Director Member |
The role of the committee shall inter-alia include the following:
(1) Resolving the grievances of the security holders of the listed entity includingcomplaints related to transfer/ transmission of shares non-receipt of annual reportnon-receipt of declared dividends issue of new/ duplicate certificates general meetingsetc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity inrespect of various services being rendered by the Registrar & Share Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed entity forreducing the quantum of unclaimed dividends and ensuring timely receipt of dividendwarrants/annual reports/ statutory notices by the shareholders of the Company.
35. MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the independent directors ("Annual ID Meeting") wasconvened on 15/03/2022 which reviewed the performance of the Board (as a whole) theNon-Independent Directors and the Chairman. Post the Annual ID Meeting the collectivefeedback of each of the Independent Directors was discussed by the Chairperson with theBoard covering performance of the Board as a whole performance of the Non-IndependentDirectors and performance of the Board Chairman. All Independent Directors have givendeclarations that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and there is no change in their status ofIndependence. As required under Section 149(7) of the Companies Act 2013.
36. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THEFINANCIAL YEAR 2021-2022
On appointment the concerned Director is issued a Letter of appointment setting out indetail the terms of appointment duties responsibilities and expected time commitments.Each newly appointed Independent Director is taken through an induction andfamiliarization program including the presentation and interactive session with theCommittee Members and other Functional Heads on the Company's finance and other importantaspects.
37. CORPORATE GOVERNANCE
Your Company always places a major thrust on managing its affairs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an Organization's corporate governance philosophy is directly linked to highperformance. The Company understands and respects its fiduciary role and responsibilitytowards its stakeholders and society at large and strives to serve their interestsresulting in creation of value for all its stakeholders. In terms of Regulation 34 of SEBI(LODR) Regulations furnishing of Corporate Governance Report is not applicable to thecompany.
38. OTHER DISCLOSURES
The Company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same are not applicable. No proceedings against theCompany is initiated or pending under the Insolvency and Bankruptcy Code 2016. Thedetails of difference between amount of the valuation done at the time of onetimesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof - Not Applicable.
The Company seeks to promote highest levels of ethical standards in the normal businesstransactions guided by the value system. The SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates formulation of certain policies for listedcompanies. The Policies are reviewed periodically by the Board and are updated based onthe need and compliance as per the applicable laws and rules and as amended from time totime. The policies are available on the website of the Company.
40. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessaryprovisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extentapplicable to the Company.
41. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success the marketplace and a good reputationare among the primary determinants of value to the shareholder. The organisational visionis founded on the principles of good governance and delivering leading-edge productsbacked with dependable after sales services. Following the vision your Company iscommitted to creating and maximising long-term value for shareholders.
42. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act relating to Corporate SocialResponsibility are not applicable as the Company is having Net worth less than rupees FiveHundred Crore Turnover less than rupees One Thousand Crore and Net Profit less thanrupees Five Crore.
Your Directors take this opportunity to express their sincere appreciation andgratitude for the continued cooperation extended by shareholders employees customersbanks suppliers and other business associates.
|By order of the Board For Alacrity Securities Limited || |
|Sd/- ||Sd/- |
|Kishore Vithaldas Shah ||Pooja Ashutosh Gupta |
|Wholetime Director & CFO ||Wholetime Director |
|DIN 01975061 ||DIN 03498526 |
|Date: 07th September 2022 || |