ALANKIT LIMITED New Delhi
Your Directors take pleasure in presenting the 30* Annual Report on the business andoperations of the Company along with the summary of standalone and consolidatedfinancials prepared in accordance with IND-AS for the year ended March 31 2019.
PERFORMANCE OF THE COMPANY FINANCIAL RESULTS
|Particulars || |
| ||31.03.2019 ||31.03.2018 ||31.03.2019 ||31.03.2018 |
|Net Sales/Income from Operations ||12302.04 ||10443.03 ||13012.15 ||10510.17 |
|Other Income ||694.53 ||290.13 ||785.73 ||382.15 |
|Total Income ||12996.57 ||10733.16 ||13797.88 ||10892.48 |
|Profit before Depreciation & Tax ||2413.86 ||2894.70 ||2607.69 ||2922.88 |
|Depreciation ||(368.96) ||(353.94) ||(447.72) ||(354.26) |
|Profit before Tax ||2044.90 ||2540.76 ||2159.97 ||2575.62 |
|Provision for current year income-tax ||(440.78) ||(608.24) ||(465.57) ||(606.39) |
|Earlier Year Taxes ||20.61 ||- ||20.61 ||- |
|Mat Credit Receivable ||56.66 ||- ||71.91 ||1.33 |
|Deferred Tax ||(365.13) ||202.60 ||(388.13) ||203.61 |
|_Net Profit after tax ||1316.26 ||2135.12 ||1398.80 ||2174.17 |
|Net Profit after tax and adjustments ||1316.26 ||2135.12 ||1398.80 ||2174.17 |
|EPS* (Basic) ||0.92 ||1.49 ||0.98 ||1.52 |
|(Diluted) ||0.92 ||1.49 ||0.98 ||1.52 |
REVIEW OE. OPERATIONS
Your Company has recorded a satisfactory overall growth in revenues to Rs. 12302.04lakhs as compared to Rs. 10443.03 lakhs in the previous year an increase of 17.80%.
During the year your Company recorded total income of Rs.12996.57 Lakhs as comparedto Rs 10733.16 Lakhs in previous year. The Profit after tax for the year stood atRs.1316.26 Lakhs as against previous year profit after tax of Rs.2135.12 Lakhs.
During the year yourCompany recorded total incomeof Rs.13797.88 Lakhs as comparedtoRs 10892.48 lakhs in previous year. The Profit after Tax for the year stood atRs.1398.80 Lakhs as against the previous year profit after tax of Rs 2174.17 Lakhs.
Your Company declared an interim Dividend of 20% on equity shares of Re. 1 each on20.03.2019. The Board proposed the same to be taken as Final Dividend for the F.Y.2018-19.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
The company is not required to transfer any amount to the Investor Education andProtection Fund in terms of Section 125 of the Companies Act 2013.
Pursuant to Regulation 39(4) and Secretarial Standard-3 on Dividend we have sentintimation to physical and demat shareholders to claim the unclaimed dividend since F.Y.2014-15.
TRANSFERS TO RESERVES
The Company has not transferred any sum toGeneral Reserve from retained earnings.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits which are not in compliance with Chapter V of the Act is notapplicable.
The paid up Equity Share Capital as at March 31 2019 stood at Rs.-14.29crores. Duringthe year under review the Company has not issued shares or convertible securities orshares with differential voting rights nor has granted any stock options or sweat equityor warrants. As on March 31 2019 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
There have been no significant and materials orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and Company's operations in future.
MANAGEMENT DISCUSSION AND ANALYSIS
This is an elaborate reviewgiving a thorough perspective on the operational andfinancial analysis of the varied elements of the company with the objective to put acrossthe management's thought process about the company'soverall financial and operationalperformance in the Financial Year 2018-19.
E-Sign Service Provider
The subsidiary of the Company Verasys Technologies Private Limited which is CertifyingAuthority under Section 21 of the IT Act 2000 is now also empaneled as eSign ServiceProvider (ESP) to provide eSign Service based on Aadhar which is a great move for theCompany.
The income tax department has brought in a new rule without which you will not be ableto get any tax refunds. So far the requirement was only to link your PAN (PermanentAccount Number) with Aadhaar card to file income tax returns (ITR).
Currently your company has pan India network of 6120 TIN/PAN centers. With advent ofGST our target is to double our presence in near future.
Alankit Limited is focused on its vision and committed to fulfilling its missionthrough ensuring consistent delivery of quality products unsurpassed service and premiumvalue to its esteemed customers. It also aims to work diligently as a team with highstandards of integrity across borders as well as emerge as a winner in the marketplace inall aspects of its business.
Industry Structure and Developments
As your company is mainly in E-Governance services and E-Governance products in bothstate and Centre Government under various schemes promoting public/private participationin order to promote E-Governance in the Country. Since your company have rich experiencein providing and implementing various E-Governance project which will be going to helpyour company managing and implementing various projects.
Your Company's standalone revenue from operations for the year stood at Rs. 12302.04lakhs reflecting a 17.80% increase on YOY basis.
Your Company's risk framework encompasses practices relating to the identificationanalysis evaluation treatment mitigation and monitoring of the strategic operationaland legal and compliance risks to achieve its key business objectives. Risk Management atAlankit seeks to minimize the adverse impact of these risks thus enabling the Company toleverage market opportunities effectively and enhance its long-term competitive advantage.The focus of risk management is to assess risks and deploy mitigation measures. This isdone through periodic review meetings of the management.
Your Company firmly believes that the personal development of individual employeecontributes to the stable and sustainable growth of the company as a whole. Your Companyencourages employees to utilize their strengths and provides opportunities for them touse their skills and to develop their abilities. The Company is providing an equalopportunity to all the employees to utilize their full potential and grow with theorganization. Our employees are the foundation of our success and we believe in sharingour success with them. We reward their outstanding work in many ways like providingcompetitive pay giving instant reward and recognition for path-breaking contribution.
There are no major changes in the business segments of the company as compared in theprevious Annual Report.
LISTING WITH STOCK EXCHANGES
Equity Shares of the Company are listed onBombay Stock Exchange (BSE)and National StockExchange of India Limited (NSE). The Company is regular in paying Annual Listing Fees toboth the stock exchanges.
EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS
The Directors of your Company are in a fiduciary position empowered to oversee themanagement functions with a view to ensure its effectiveness and enhancement ofstakeholders' value.
Independent Directors are appointed keeping in view their diverse skills and experienceas to provide strategic direction guidance and constructive support to the management.The Board of Directors is at the core of your company's corporate governance practice andoversees how the management serves and protects the long term interests of thestakeholders.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls established and maintained by theCompany work performed by the internal statutory secretarial auditors and externalagencies including audit of internal financial controls over financial reporting by thestatutory auditors and the reviews undertaken by the Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the Financial Year 2018-19.
Accordingly pursuant to Section 134(3) (c) Section 134(5) of the Companies Act 2013with respect to Directors' Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitsof the Company for that period;
c) they have taken proper and sufficient care 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;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls for the Company and such internalfinancial controls are adequate and operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013. The role of the committee is toreview the CSR Policy approve activities to be undertaken by the Company towards CSRmainly in education sector and monitor implementation of projects and activitiesundertaken by the Company towards CSR.
The CSR Policy of the Company is available on the website www.alankit.in. Furtherdetails about the initiatives taken by the Company on CSR during the year under reviewhave been appended to the Annual Report.
As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on corporate governance practices followed by the Company together with acertificate from the Company's Auditors confirming compliance forms an integral part ofthis Report.
The Chief Financial Officer has duly given a certificate to the Board as contemplatedin Regulation 17(viii) of the listing agreement.
Pursuant to Regulation 33 (2) (a) the CFO has duly signed the Certificate of theCompany certifying that the financial results do not contain any false or misleadingstatement or figures and do not omit any material fact which may make the statements orfigures contained therein misleading.
As on March 31 2019 the Company has five Subsidiaries. In accordance with Section129(3) of the Companies Act 2013 the company has prepared consolidated financialstatements of the Company which form part of this Annual Report. Further a statementcontaining the salient features of the Financial Statements of Subsidiary Companies inprescribed Format AOC -1 is annexed herewith. In accordance with Section 136 of theCompanies Act 2013 the Audited Financial Statements including the ConsolidatedFinancial Statements and related information of the company and its Subsidiaries areavailable on the website of the Company.
The wholly-owned subsidiaries have approved the Scheme of Arrangement inter-se pursuantto which Europlus Financial Services Limited and Euro Global Brokers Limited are proposedto be merged into Alankit Technologies Limited. Alankit Technologies Limited continues tobe the wholly-owned subsidiary of the Company.
Alankit Forex India Limited is a material subsidiary of the Company as per thethresholds laid down under the Listing Regulations. The Board of Directors of the Companyhas approved a Policy for determining material subsidiaries which is in line with theListing Regulations as amended from time to time. The Policy was revised effective fromApril 1 2019 in line with the amendments made to the Listing Regulations. The Company hasput in place a policy for determining material subsidiaries of the Company and uploaded onthe Company's website at www.alankit.in.
INTERNAL FINANCIAL CONTROLS AND .THEIR ADEQUACY
The Company is having an Internal Financial Control system commensurate with the sizescale and complexity of its operations. The internal control systems comprising ofpolicies and procedures are designed to ensure sound management of your Company'soperations safe keeping of its Assets optimal utilization of Resources reliability ofits financial information and compliance. Based on the report of Internal Audit functioncorrective actions are undertaken in the respective areas and thereby strengthen thecontrols. During the Financial year no material or serious observations were receivedfrom the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of your Companyhave occurred after the closure of the Financial Year 2018-19 till the date of thisReport.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of your Company have given Declaration confirming that theymeet the criteria of Independence as prescribed both under the Companies Act 2013 and theListing Regulations.
The details of the number of meetings of the Board held during the Financial Year2018-19 forms part of the Corporate Governance Report in respect of which proper noticeswere given and the proceedings were properly recorded.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consists of executive and non-executive Directors including independentDirectors who have wide and varied experience in different disciplines of corporatefunctioning. Mr. Alok Kumar Agarwal retires as Director to meet the requirement of Section152 of the Companies Act 2013 and being eligible offers himself for re-appointment atthe ensuing Annual General Meeting.
Mr. Pravin Kumar Bansal who was appointed as Whole Time Director designated asExecutive Director of the Company resigned from the said position w.e.f.31stDecember 2018.
Ms. Preeti Chadha resigned from the position of Company Secretary and Whole TimeDirector of the Company w.e.f. 31st March 2019. She was appointed asNon-Executive Director of the Company w.e.f. 1st April 2019.
Ms. Milli Mehta was appointed as Company Secretary and Compliance Officer of theCompany in Board Meeting held on 26th May 2019 and her appointment will beeffective froml st June 2019.
Mr. Shyam Kishore Lal and Mr. Ashok Shantilal Bhuta were re-appointed as IndependentDirectors of the Company not liable to retire by rotation and to hold office for a secondterm of 5 (Five) consecutive years from the expiry of their present term of office i.e.with effect from 26th May 2019 on the Board of the Company subject to theapproval of Members at the ensuing Annual General Meeting of the Company.
Mr. Yash Jeet Basrar was re-appointed as Independent Director of the Company notliable to retire by rotation and to hold office for a second term of 5 (Five) consecutiveyears from the expiry of his present term of office i.e. with effect from 4thJuly 2019 on the Board of the Company subject to the approval of Members at the ensuingAnnual General Meeting of the Company.
Mr. Pradip Kumar Banerji has completed his first term on 26.05.2019 and is notreappointed for the second term. Therefore he ceased to be a Director w.e.f 26.05.2019.
Mr. Ankit Agarwal was re-appointed as Managing Director of the Company for a furtherperiod of 5 (five) years from the expiry of his present term of office that is witheffect from 26th May 2019 subject to the approval of Members at the ensuingAnnual General Meeting of the Company. The terms and conditions of his re-appointment arementioned in the notice of Annual General Meeting.
Mr. S antoshi lal Gupta resigned from the position of Chief Financial Officer of theCompany w.e.f. 17.08.2018 and Mr. Perminder Singh was appointed in his place as CFO of theCompany to be designated as General Manager-Accounts w.e.f. 14.11.2018.
Mr. Perminder Singh is a qualified Cost and Management Accountant (CMA) from TheInstitute of CostAccountants of India & MBA (Finance) having over 18 years ofdiversified experience in finance accounts & audit domain. He has Experience inimplementation and execution of Profit & Cost center reporting.He has a proven abilityof handling finance functions determining financial objectives designing &implementing systems policies and procedures to facilitate internal financial controlwith minimized cost.
The reports of the Statutory Auditors B.K. Shroff & Co.Chartered Accountants onthe standalone and consolidated financial statements of the Company for the financial year2018-19 form part of this Annual Report. The Notes on financial statement referred to inthe Auditor's Report are self-explanatory and do not call for any further comments. TheStatutory Auditors have submitted an unmodified opinion on the audit of financialstatements for the financial year 2018-19 and there is no qualification adverse remark ordisclaimer given by the Auditors in their Report.
M/s. B.K. Shroff & Co. Chartered Accountants New Delhi(FRN 302166E)were appointedas the Statutory Auditors of the Company for an initial term of 1 (one) year with yourapproval at the 29th Annual General Meeting i.e. from the conclusion of 29thAnnual General Meeting till the conclusion of 30th Annual General Meeting ofthe Company to be held in 2019.
On the recommendation of Audit Committee the appointment of M/s. B.K. Shroff& Coas Statutory Auditors of the Company for the term of five years from the conclusion ofensuing AGM till the conclusion of 35thAGM is proposed for ratification of themembers. Appropriate resolution for the purpose is appearing in the Notice convening the30th AGM of the Company.
The Company appointed M/s N C Khanna Company Secretaries to conduct the SecretarialAudit for the financial year 2018-19 pursuant to the provisions of Section 204 of theCompanies Act 2013 and the Companies (Appointment and remuneration of ManagerialPersonnel) Rules 2014 for conducting secretarial Audit. The Secretarial Audit report isattached with the Directors' Report in Form MR-3 which is self-explanatory and needs nocomments. The Secretarial Audit Report does not contain any qualification reservation oradverse remark. The Company complies with all applicable secretarial standards.
During the year under review neither the statutory auditors nor the secretarialauditor have reported to the audit committee under section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which need to be mentioned in the Board's report.
STATE OF COMPANY'S AFFAIRS
The present state of Company's affairs is progressive enough viz-a-viz the industry andthere is no other development which could result in an adverse situation for the Companyin the near future.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy
The Company is engaged in providing e-governance services and e-governance products andsuch operations do not account for substantial Electricity Gas & Steam Power Wateror any other kind of energy consumption. However the company is taking all possiblemeasures to conserve the energy.
Your company is continuously looking for new ways of conservation of energy and wastesminimization for the protection of environment. The eco-friendly initiatives adopted byyour company are:
Installation of LED lights in all the offices nationwide.
Implementing energy conservation schemes.
Awareness programs for employees at all levels and for community.
Promoting the use of alternative fuels and materials.
B. Technology Absorption and Research & Development
Since the Company is not involved in manufacturing activity hence the research &development and technology absorption is not applicable.
The Company has not incurred any expenditure on Research & Development. Yourcompany has not imported technology during the last 8 years reckoned from the beginning ofthe financial year.
C. Foreign Exchange Earnings and Outgo
Foreign Exchange Earning: Rs. 150551950/- Foreign Exchange Outgo: Rs. 82605902/-
PARTICULARS OF EMPLOYEES
None of the employees including managerial personnel draws in excess of the limitsprescribed under Section 197(12) of the Companies Act 2013 read with rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 whichneeds to be disclosed in the Directors' report.
COMPOSITION OF VARIOUS COMMITTEES OF THE BOARD
The following Committees of the Board were constituted:
|AUDIT COMMITTEE || |
|1. Mr. Yash Jeet Basrar ||- Chairman |
|2. Mr. Ashok Shantilal Bhuta ||- Member |
|3. Ms. Preeti Chadha ||- Member |
|NOMINATION AND REMUNERATION COMMITTEE |
|1. Mr. Yash Jeet Basrar ||- Chairman |
|2. Mr. Alok Kumar Agarwal ||- Member |
|3. Mr. Ashok Shantilal Bhuta ||- Member |
|STAKEHOLDERS RELATIONSHIP COMMITTEE |
|1. Mr. Yash Jeet Basrar ||- Chairman |
|2. Ms. Preeti Chadha ||- Member |
|3. Mr. Ashok Shantilal Bhuta ||- Member |
|MANAGEMENT COMMITTEE || |
|1. Mr. Ankit Agarwal ||- Chairman |
|2. Mr. Alok Kumar Agarwal ||- Member |
|3. Mr. Yash Jeet Basrar ||- Member |
|4. Ms. Preeti Chadha ||- Member |
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
|1. Mr. Yash Jeet Basrar ||- Chairman |
|2. Mr. Alok Kumar Agarwal ||- Member |
|3. Mr. Ankit Agarwal ||- Member |
|RISK MANAGEMENT COMMITTEE || |
|1. Mr. Ashok Shantilal Bhuta ||- Chairman |
|2. Mr. Yash Jeet Basrar ||-Member |
|3. Mr. Shyam Kishore Lal ||-Member |
RELATED PARTY TRANSACTIONS
The Company has formulated and put in place policy on materiality of related partytransactions and also a policy on dealing with related party transactions with theCompany.For Related Party Transactions please refer note no. 32 of Financial Statementsof the Companyand para 13 of Annexure-A to the Auditor'sreport for the financial year2018-19.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS
Details of Loans Guarantees or investments covered under section 186 of the CompaniesAct 2013 are provided in the notesto the Financial Statements.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118 (10) of the Companies Act 2013.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances &to provide adequate safeguards against victimization of persons who may use suchmechanism. The Whistle Blower Policy has been posted on the website of the Company atwww.alankit.in
NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates.The above policy has been posted on the website of the Companywww.alankit.in
DISCLOSURE OF MANAGERIAL REMUNERATION
The Statement of Disclosure of Remuneration under Section 197 of the Companies Act2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is appended as Annexure to the Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND 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 Workp lace (Prevention Prohibition andRedressal) 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 following is a summary of sexual harassment complaints received and disposedoffduring the financial year 2018-19:
No. of Complaints received: Nil No. of Complaints disposed off: Nil
REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors/ Secretarial Auditors to report to the Audit Committee and / or Boardunder Section 143(12) of Act and Rules framed thereunder.
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return as on March 31 2019 in prescribed Form No. MGT-9pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 is available at the website of the Companyi.e. www.alankit.in
Your Directors take this opportunity to express their grateful appreciation for thecontinued support and co-operation received from our esteemed customers vendors dealersinvestors business associates and bankers during the year. The Directors are thankful tothe Company's shareholders Central and State Government authorities Regulatoryauthorities and Stock Exchanges for their consistent support to the Company. Your Companyhas been able to operate efficiently because of the culture of professionalismcreativity integrity and continuous improvement in all functions and areas as well as theefficient utilization of the Company's resources for sustainable and profitable growth.
Inspired by this vision driven by values and powered by internal vitality yourDirectors and employees look forward to the future with confidence and stand committed tocreating an even brighter future for all stakeholders.
| ||BY ORDER OF THE BOARD OF DIRECTORS |
| ||For ALANKIT LIMITED |
| ||ALOK KUMAR AGARWAL |
| ||CHAIRMAN |
|DATE: 14.08.2019 || |
|PLACE: New Delhi || |