Your Directors take pleasure in presenting the 31st Annual Report on thebusiness and operations of the Company along with the summary of standalone andconsolidated fiinancials prepared in accordance with IND-AS for the year ended March 312020.
PERFORMANCE OF THE COMPANY
The Financial results of the Company for the year under review along with _igures forthe previous year are as follows: (Rs. In Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||31.03.2020 ||31.03.2019 ||31.03.2020 ||31.03.2019 |
|Net Sales/Income from Operations ||12969.35 ||12302.04 ||15612.24 ||13012.15 |
|Other Income ||520.34 ||694.53 ||739.27 ||785.73 |
|Total Income ||13489.69 ||12996.57 ||16351.51 ||13797.88 |
|Pro it before Depreciation & Tax ||2466.25 ||2413.86 ||2776.44 ||2607.71 |
|Depreciation ||(396.27) ||(368.96) ||(525.12) ||(447.72) |
|Profiit before Tax ||2069.98 ||2044.90 ||2251.32 ||2159.99 |
|Provision for current year income-tax ||(637.01) ||(440.78) ||(689.41) ||(465.56) |
|Earlier Year Taxes ||(14.76) ||20.61 ||(15.19) ||20.61 |
|Mat Credit Receivable ||- ||56.66 ||1.04 ||71.91 |
|Deferred Tax ||(149.59) ||(365.13) ||(151.96) ||(388.13) |
|Net Pro it after tax ||1268.62 ||1316.26 ||1395.80 ||1398.81 |
|Net Pro it after tax and adjustments ||1286.62 ||1316.26 ||1395.80 ||1398.81 |
|EPS* (Basic) ||0.89 ||0.92 ||0.98 ||0.98 |
|(Diluted) ||0.89 ||0.92 ||0.98 ||0.98 |
REVIEW OF OPERATIONS
Your Company has recorded a satisfactory overall growth in revenues to Rs. 12969.35lakhs as compared to Rs. 12302.04 lakhs in the previous year showing an increase of5.42%.
During the year your Company recorded total income of Rs. 13489.68 lakhs ascompared to Rs. 12996.57 lakhs in previous year. The Profiit after tax for the yearstood at Rs. 1286.62 lakhs as against previous year's pro it after tax of Rs.1316.26 lakhs.
During the year your Company recorded total income of Rs. 16351.51 lakhs ascompared to Rs. 13797.88 lakhs in previous year. The Pro it after Tax for the yearstood at Rs. 1395.80 lakhs as against the previous year's profit after taxof Rs. 1398.82 lakhs.
Based on the Company's performance for FY 2019-20 the Board of Directors hasrecommended _inal dividend of Re. 0.20 per equity share having a face value of Re. 1/-each.
COVID-19 IMPACT ON BUSINESS OUTLOOK
In the last month of FY 2019-20 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers and clients.Policy changes related to working from home and IT infrastructure supports were rolled outovernight to help our employees shift to this new work paradigm. The Company's focus onliquidity supported by a strong balance sheet and acceleration in cost optimizationinitiatives would help in navigating any near-term challenges in the demand environment.
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 to General 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 2020 stood at Rs. 14.29 crores. 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 2020 none of the Directors of the Company holds instrumentsconvertible into Equity Shares of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
There have been no signifiicant 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 REPORT
The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "Listing Regulations") is provided in aseparate section and forms an integral part of this Report.
LISTING WITH STOCK EXCHANGES
Equity Shares of the Company are listed on Bombay Stock Exchange (BSE) and NationalStock Exchange of India Limited (NSE). The Company is regular in paying Annual ListingFees to both the stock exchanges.
EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and SEBI LODR 2015 the Board hascarried out an Annual Performance Evaluation of its own performance the Directorsindividually as well as the Evaluation of the working of its various Committees. Aseparate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board excluding the Directors being evaluated.
In a separate meeting of independent directors performance of non-independentdirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal fiinancial controls established and maintained bythe Company work performed by the internal statutory secretarial auditors and externalagencies including audit of internal fiinancial controls over fiinancial 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 2019-20.
Accordingly pursuant to Section 134(3) (c) Section 134(5) of the Companies Act 2013with respect to Directors' Responsibility Statement it is hereby con irmed 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 a airs of the Company at the end of the fiinancial year and of the pro itsof the Company for that period;
c) they have taken proper and suf icient 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.
CORPORA TE 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/policies. Thebrief outline of the Corporate Social Responsibility (CSR) Policy of the Company asadopted by the Board and the initiatives undertaken by the Company on CSR activitiesduring the year under review are set out as a part of this Annual report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.
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 Managing Director in place of Chief financial Officer has duly given a certificateto the Board as contemplated in Regulation 17 ( viii) of the listing agreement.
Pursuant to Regulation 33 (2) (a) the CFO is required to sign 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. Since the position of CFO is vacant as on the dateof signing of Balance Sheet the Managing Director has given the Certificate to fulfillthe SEBI Listing Regulations 2015 requirement.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE
As on March 31 2020 the Company has Four (4) Wholly Owned Subsidiaries and One (1)Subsidiary. There is no associate or Joint Venture within the meaning of Section 2(6) ofthe Companies Act 2013. In accordance with Section 129(3) of the Companies Act 2013 thecompany has prepared consolidated financial statements of the Company which form part ofthis Annual Report. Further a statement containing the salient features of the FinancialStatements of Subsidiary Companies in prescribed Format AOC -1 is annexed herewith.
Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on thewebsite of the Company https://www.alankit.in/investorcorner
During the Year two wholly owned subsidiaries Euro Global Brokers Limited and EuroplusFinancial Services Limited merged into Alankit Technologies Limited (Wholly OwnedSubsidiary) and ceased to be Wholly Owned Subsidiaries of Alankit Limited.
During the Year Your Company has acquired 100 % stake in Alankit Insurance BrokersLimited and Alankit Imaginations Limited. Consequently Alankit Insurance Brokers Limitedand Alankit Imaginations Limited became Wholly Owned Subsidiaries of Alankit Limited.
Alankit Forex India Limited is a material subsidiary of the Company as per thethresholds laid down under the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Board of Directors of the Company has approved aPolicy for determining material subsidiaries which is in line with the Listing Regulationsas amended from time to time. The Policy was revised in line with the amendments made tothe Listing Regulations. The Company has put in place a policy for determining materialsubsidiaries of the Company and uploaded on the Company's website atwww.alankit.in/policies.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company is having an adequate Internal Financial Control system commensurate withthe size scale and complexity of its operations. The internal control systems comprisingof policies and procedures are designed to ensure sound management of your Company'soperations safe keeping of its Assets optimal utilization of Resources reliability ofits fiinancial 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 inef iciency or inadequacy of such controls.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the fiinancial position of your Companyhave occurred after the closure of the Financial Year 2019-20 till the date of thisReport.
DECLARATION AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT BY INDEPENDENT DIRECTORS
The Independent Directors of your Company have given Declaration con irming that theymeet the criteria of Independence as prescribed both under the Companies Act 2013 and theListing Regulations.
It is also stated that Independent Directors have complied with the Code forIndependent Directors prescribed in Schedule IV to the Act.
The details of the Number of meetings of the Board held during the Financial Year2019-20 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. Mrs. Preeti Chadha retires as Director to meet the requirement of Section 152of the Companies Act 2013 and being eligible offers herself for re-appointment at theensuing Annual General Meeting.
Ms. Milli Mehta resigned from the position of Company Secretary and Compliance Of icerof the Company w.e.f. 28th September 2019 and Ms. Khushboo Arora was appointedas Company Secretary and Compliance Officer of the Company in the Board Meeting held on28th September 2019 and her appointment was effective from 01 st October 2019.
Mr. Shyam Kishore Lal ceased to be the Director of the Company due to his sad demise on17th January 2020. The Board greatly appreciates his immense contribution in the progressof the Company achieved so far.
Mrs. Meera Lal was appointed as an Additional Independent Woman Director in the Meetingof Board of Directors held on 12th February 2020 and the said appointment shall besubject to the approval of Members at the ensuing Annual General Meeting of the Company.
Mrs. Meera Lal is M.A. (Economics). She is also a research advisor for Phd StudentsCentral University Ranchi Co-Supervisor of Phd Students Osmania University Hyderabadand having rich experience of 40 years in Teaching Research and Development andManagement. She is currently working as Professor of Economics St. Xavier's College PGDepartment of Economics Ranchi University Jharkhand. She is having teaching experienceat BITS-Pilani Hyderabad campus Delhi University St. Xavier's College Post GraduateRanchi and Management Institute Hyderabad and Patiala in Punjab India.
She is also a Prolific Writer in both International and National Journal. She is also aLife Member of Indian Economic Association Indian Society of Labour Economics GiriInstitute of Labour Noida Research Development Association Jaipur IFMR Research Centrefor Micro Finance. Her areas of interest are Labour Economics Environmental Economics andDevelopment Economics.
Mr. Perminder Singh Saini resigned from the post of Chief Financial Officer("CFO") on 08th June 2020 owing to personal reasons.
The reports of the Statutory Auditors B.K. Shroff & Co. Chartered Accountants onthe standalone and consolidated financial statements of the Company for the financial year2019-20 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 2019-20 and there is no qualification adverse remark ordisclaimer given by the Auditors in their Report.
SECRET ARIAL AUDITORS
The Company appointed M/s NC Khanna Company Secretaries to conduct the SecretarialAudit for the financial year 2019-20 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 a airs 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.
BUSINESS RESPONSIBILITY REPORT (BRR)
The Listing Regulations mandate the inclusion of the BRR as part of the Annual Reportfor the top 1000 listed entities based on market capitalization. In compliance with theListing Regulations we have integrated BRR disclosures into our Annual Report.
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 of ices 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 inancial year.
C. Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings: Nil
Foreign exchange Outgo: Rs. 4743335/-
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:
|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 |
|1. Mr. AnkitAgarwal ||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. Mrs. Meera 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 Company para 13 of Annexure-A to the Auditor's report for the financial year2019-20. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given inForm No. AOC-2 and the same forms part of this report
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS
Details of Loans Guarantees or investments covered under section 186 of the CompaniesAct 2013 are provided in the notes to 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 and toprovide adequate safeguards against victimization of persons who may use such mechanism.The Whistle Blower Policy has been posted on the website of the Company atwww.alankit.in/policies
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 qualifiications 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/policies
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 Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed oduring the fiinancial year 2019-20:
No. of Complaints received: Nil
No. of Complaints disposed of: 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 there under.
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Board of Directors of theCompany has formed a Risk Management Committee to frame implement and monitor the riskmanagement plan for the Company. The Committee is responsible for monitoring and reviewingthe risk management plan and ensuring its effectiveness. The risk management framework isreviewed periodically by the Board and the Audit Committee.
EXTRACT OF THE ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for FY 2019-20 is given in Annexure III in the prescribedForm No. MGT-9 which is a part of this report. The same is available onwww.alankit.in/AnnualReturn
Your Directors take this opportunity to express their grateful appreciation for thecontinued support and co-operation received from our esteemed employees customersvendors dealers investors business associates and bankers during the year. YourDirectors also place on record their appreciation and gratitude to all the Departments ofGovernment of India Central Government State Government Tax Authorities Reserve Bankof India Ministry of Corporate Affairs Financial Institutions Stock Exchanges and othergovernmental/ Semi governmental bodies and look forward to their continued support in allfuture endeavors .
Your Directors deeply regret the loss of lives due to COVID-19 pandemic impact. Theyare immensely grateful for every person who risked his life and safety to fight thispandemic bravely.
Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andareas as well as the efficient utilization of the Company's resources for sustainable andprofitable growth.
Inspired by this Vision driven by Values and powered by internal Vitality we lookforward to delivering another year of value adding growth.
| ||BY ORDER OF THE BOARD OF DIRECTORS |
| ||For ALANKIT LIMITED |
| ||ALOK KUMAR AGARWAL |
| ||CHAIRMAN |
|DATE: 23.07.2020 || |
|PLACE: New Delhi || |