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Alicon Castalloy Ltd.

BSE: 531147 Sector: Auto
NSE: ALICON ISIN Code: INE062D01024
BSE 00:00 | 02 Dec 984.70 -3.55
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NSE 00:00 | 02 Dec 988.45 2.65
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OPEN 988.00
PREVIOUS CLOSE 988.25
VOLUME 2657
52-Week high 1111.00
52-Week low 578.80
P/E 38.91
Mkt Cap.(Rs cr) 1,587
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 988.00
CLOSE 988.25
VOLUME 2657
52-Week high 1111.00
52-Week low 578.80
P/E 38.91
Mkt Cap.(Rs cr) 1,587
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Alicon Castalloy Ltd. (ALICON) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting their 32nd AnnualReport on business and operations of your Company along with the audited statements ofaccounts for the financial year ended 31st March 2022.

FINANCIAL RESULTS:

(' in Lacs)

Particulars

Standalone

Consolidated

2021-22 2020-21 2021-22 2020-21
Revenue from operations (Net) 95747 73184 107805 84857
Other Income 322 257 332 286
Total Income 96069 73441 108136 85143
Earnings before interest tax depreciation and amortization (EBITDA) 9344 7467 11578 8601
Less: Depreciation and amortization expense 5022 4568 5309 4879
Earnings before interest and tax (EBIT) 4312 2900 6269 3722
Less: Finance costs 2948 3451 3011 3614
Profit/ (loss) before tax (PBT) 1364 (552) 3258 108
Less: Tax expense 445 195 840 301
Profit/ (loss) after tax (PAT) 919 (746) 2418 (193)
Other comprehensive income/ (loss) Net of Tax 34 (2) (74) 83
Total comprehensive income/(loss) Net of Tax 953 (748) 2344 (110)
Earnings per share (In ')
Basic 5.96 (5.38) 15.68 (1.39)
Diluted 5.90 (5.38) 15.54 (1.39)

PERFORMANCE OF THE COMPANY

On standalone basis the total income for the financial year underreview was '96069 lacs including other income of ' 322 lacs as against '73441 lacs inthe previous year a jump of 30.80%. The profit before tax was ' 1364 lacs as againstloss of ' 551.64 a year ago. EBIDTA for the year under review was '9344 lacs.

On a consolidated basis the total income for the year under review was'108136 lacs including other income of ' 332 lacs as against ' 85143 lacs in the lastyear an increase of 27%. Profit before tax was '3258 lacs as against '108 lacs for theprevious year a substantial improvement by 2917%.

The Board of Directors has not proposed to transfer any amount togeneral reserves.

A detailed analysis on the working of the Company and also variouschallenges faced by the Company during the year under review and current scenario is givenseparately under Management Discussion and Analysis which forms parts of this report.

DIVIDEND:

Your Directors have recommended a payment of dividend of '2.25 perEquity Share of '5/- each (45%) for approval of shareholders. No dividend was paid for theprevious financial year. The proposed dividend if declared by the members of the Companywill involve a total cash outflow of '362.52 lacs.

SHARE CAPITAL AND FINANCE:

On 15th June 2021 the Company allotted 135000 EquityShares of '5/- each upon exercise of the Stock Options by eligible employees under theEmployees Stock Option Scheme.

Directors are pleased to report that the Company's QualifiedInstitutional Placement (QIP) of its Equity Shares had received a good response. On 1stJuly2021 the Company allotted 1481481 Equity Shares of '5/- each at a premium '535/-per share. The entire amount of '7999.99 lacs raised under QIP issue was deployed in thebusiness of the Company.

On 30th July 2021 266430 Equity Shares of '5/- each wereallotted to the Promoters and 266430 Equity Shares were allotted to Enkei CorporationJapan our foreign collaborators on preferential basis at a premium of '558/- per share.The entire amount of '3000 lacs raised under the preferential issue was deployed in thebusiness of the Company.

Consequently upon the aforesaid allotments of Equity Shares theissued subscribed and paid-up share capital of the Company as on March 31 2022 stood at'80559200/- divided into 16111840 Equity Shares of '5/- each.

The Company has not issued any share with differential voting rights.

CAPITAL EXPENDITURE

The Company incurred a total capital expenditure of ' 7628.65 lacsduring the financial year 2021-22. As on 31st March 2022 the gross value ofproperty plant machinery equipment other tangible and intangible assets and leasedassets were '72724.15 lacs.

PUBLIC DEPOSITS

During the year under review the Company has not accepted any Depositunder Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements are prepared in accordance with theIndian Accounting Standard (IND AS) based on the financial statements of the subsidiarycompanies. The said consolidated accounts form part of this report and accounts.

SUBSIDIARY COMPANIES:

Your Company has three foreign subsidiaries viz. Alicon Holding GmbHIllichmann Castalloy S.R.O. and Illichmann Castalloy GmbH. Alicon Holding GmbH is a 100%subsidiary of your Company who in turn holds 100% capital of Illichmann Castalloy S.R.O.Illichmann Castalloy GmbH is a 100% subsidiary of Illichmann Castalloy S.R.O. Pursuant tothe provisions of Section 136 of the Act the Consolidated Financial Statements along withrelevant documents and separate audited financial statements in respect of Subsidiariesare available on the website of the Company.

The Company does not have any material subsidiary.

A statement containing the performance and financial position of eachof the subsidiaries in Form AOC-1 is annexed as Annexure I and forms part of thisreport.

MANAGEMENT DISCUSSION & ANALYSIS

Management's Discussion and Analysis on working of your Companyindustry and economic scenario etc. is set out separately in this Annual Report and formaa part of this report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans and guarantees given or securities providedand investments made as required under the provisions of section 186 of Companies Act2013 read with Regulation 34 (3) and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are given in the Notes to financial statements.

RELATED PARTY TRANSACTIONS AND POLICY

All contracts/arrangements/transactions entered by the Company withRelated Parties were in ordinary course of business and at arm's length basis. Alltransactions with related parties were reviewed and approved by the Audit Committee andare in accordance with the Policy on Related Party Transactions formulated by the Company.The Company has a process in place to periodically review and monitor related partytransactions.

The details of the Related Party Transactions as per IND AS - 24 areset out in Notes to the Financial Statements of the Company. Since all the transactionswith related parties entered by the Company were in ordinary course of business and onarm's-length basis Form AOC-2 is not applicable to the Company.

There was no materially significant related party transaction enteredinto by the Company with Promoters Directors or Key Managerial Personnel or theirrelatives which may have a potential conflict in the interest of the Company at large.

MATERIAL CHANGES AND COMMITMENT

No material change and commitment which could affect your Company'sfinancial position has occurred between the end of the financial year 2021-22 and thedate of this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during thefinancial year ended 31st March 2022.

INTERNAL FINANCIAL CONTROLS AND ADEQUACY

The Company has a comprehensive internal control system to providereasonable assurance about the achievement of its objective reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedures laws and regulations safeguarding of assets and economical and

efficient use of resources. Appropriate review and control mechanismsare built in place to ensure that such control systems are adequate and are operatingeffectively. The monitoring and reporting of financial transactions is supported by aweb-based system SAP which helps in obtaining accurate and complete accounting recordsand timely preparation of reliable financial disclosures at all levels of theorganization.

CREDIT RATING

Your Company has been rated by CRISIL Limited ("CRISIL") forits Banking facilities. CRISIL has re-affirmed the highest credit rating for short termcredit facilities and for long term facilities has improved affirmed their credit ratingas CRISIL A/Stable from A/Negative.

RISK MANAGEMENT

The Board has constituted Risk Management Committee comprising of Mr.Ajay Nanavati Mrs. Veena Mankar Directors Mr. Vimal Gupta Chief Finance Officer andMr. Vishnu Patel Associate Vice-President. The term of reference to the Committee isinter alia to assist the Board in fulfilling its oversight responsibilities of reviewingthe existing Risk Management Policy risk management framework Risk Management Structureand Risk Management System.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standard of CorporateGovernance and adhere to Corporate Governance guidelines as laid out in the SEBI ListingRegulations. All the Directors and the Senior Management personnel have affirmed inwriting their compliance with and adherence to the Code of Conduct as adopted by theCompany.

The annual report of the Company contains a certificate by the ManagingDirector in terms of SEBI Listing Regulations on the compliance declarations received fromthe Directors and the Senior Management personnel.

A separate report on Corporate Governance is annexed to this Report as AnnexureII.

The Statutory Auditors of the Company have examined the requirements ofCorporate Governance with reference to SEBI Listing Regulations and have certified thecompliance as required under SEBI Listing Regulations. The Certificate in this regard isannexed to this Report.

The Chief Executive Officer and Chief Financial Officer certificationas required under the SEBI Listing Regulations is annexed to this Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under Regulation 34 of the SEBI Listing Regulations theBusiness Responsibility Report describing the initiatives taken by the Company fromenvironmental social and governance perspective is annexed to this Report as AnnexureIII.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company has established a "Vigil Mechanism" for itsemployees and Directors enabling them to report any concerns of unethical behaviourssuspected fraud or violation of the Company's 'Code of Conduct'.To this effect the Boardhas adopted a 'Whistle Blower Policy' (WBP) which is overseen by the Audit Committee. Thepolicy interalia provides safeguards against victimization of the Whistle Blower.Employees and other stakeholders have direct access to the Chairperson of the AuditCommittee for lodging concerns if any for review.

The said policy has been uploaded on the website of the Company at URLhttps://www.alicongroup.co.in/Investors/ Corporate Governance/Whistle_Blower_Policy.pdf.

SECRETARIAL STANDARDS

The applicable Secretarial Standards i.e. SS1 and SS2 relating to'Meetings of the Board of Directors 'and' General Meetings' respectively have been dulycomplied by your company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

To comply with the requirement of the Companies Act 2013 and Articlesof Association of the Company Mrs. Pamela Rai Director (DIN: 00050999) shall retire byrotation at the forthcoming Annual General Meeting and being eligible has offered herselffor re-appointment.

Information and brief profile of Directors seeking re-appointment isprovided in the separate annexure to the Notice convening 32nd annual generalmeeting. This annexure forms part of this Annual Report.

During the year under review none of the non-executive directors hadany pecuniary relationship or any transaction with the Company.

Mr. S. Rai is the Managing Director Mr. Rajeev Sikand is ChiefExecutive Officer Mr. Vimal Gupta is the Chief Finance Officer and Mrs. Swapnal Patanewas the Company Secretary (upto 10th June 2022).

The term of appointment of Mr. S. Rai as a Managing Director shallexpire on 31st October 2022. Based on the recommendation of Nomination andRemuneration the Board of Directors in its meeting held on 11th August 2022has subject to approval of the shareholders appointed Mr. Rai as Managing Director for ananother term of 5 (five) years.

DECLARATION BY INDEPENDENT DIRECTORS

In compliance with the provisions of Section 149 (6) of the CompaniesAct 2013 requisite declarations have been received from the Independent Directorsregarding meeting the criteria of Independence.

NUMBER OF BOARD MEETINGS AND COMMITTEES OF BOARD

The Board of Directors met five (5) times during the Financial Yearunder review namely on 30th April 2021 07th July 2021 05thAugust 2021 11th November 2021 and 14th February 2022. One meetingof Independent Directors was held on 22nd March 2022. The details onattendance of Directors in each Board Meeting and other Committee Meetings of the Board ofDirectors are provided in the Corporate Governance Report which forms part of thisDirectors' Report.

AUDIT COMMITTEE & COMPOSITION

The composition of the Audit Committee is in terms of requirements ofthe Companies Act 2013 read with the rules made thereunder and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

The details pertaining to the audit committee are included in theCorporate Governance Report which forms part of this report.

NOMINATION AND REMUNERATION POLICY

The Board has adopted a policy on Nomination Remuneration and BoardDiversity which sets out the criteria for determining qualifications positive attributesand independence of a Director.

The Company's Policy relating to appointment of Directors payment ofmanagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters is annexed to this Report as an Annexure IV.

PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS

The Nomination and Remuneration Committee and the Board have laid downthe manner in which formal annual evaluation of the performance of the Board Committeesindividual Directors Managing Director and the Chairman has to be made. All Directorsresponded through a structured questionnaire giving feedback about the performance of theBoard its Committees Individual Directors MD and the Chairman.

The Board Performance Evaluation inputs including areas of improvementfor the Directors Board processes and related issues for enhanced Board effectivenesswere

discussed by the Independent Directors in their meeting and in theBoard meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge confirms that -

a) in the preparation of the accounts the applicable accountingstandards have been followed along with proper explanations relating to materialdeparture;

b) appropriate accounting policies have been selected and appliedconsistently and have made judgments and estimates that are reasonable and prudent so asto give 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 that period;

c) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively;

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

PARTICULARS OF EMPLOYEES

Information on Particulars of Employees as required under Section 197of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms an integral part of this Report asan Annexure V.

EMPLOYEES STOCK OPTION SCHEME (ESOS)

Disclosure as required under Section 62(1 )(b) of the CompaniesAct2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules andRegulations 14 of the SEBI (Share Based Employee Benefits) Regulations 2014 is given in AnnexureVI to this report. The Company has received a certificate from the statutory auditorsof the Company stating that Alicon Castalloy Ltd. - Employees Stock Option Scheme 2015and Alicon Castalloy Ltd. - Employees Stock Option Scheme 2017 have been implemented inaccordance with the SEBI (Share Based Employee Benefits) Regulations 2014.

RECEIPT OF REMUNERATION BY MANAGING DIRECTOR FROM SUBSIDIARY COMPANIES

Mr. S. Rai Managing Director of the Company has not received anyremuneration from any of its subsidiary companies.

STATUTORY AUDITOR REPORT

According to Board of Directors there is no adverse remark or emphasismade by Statutory Auditors in their report. Notes to the accounts are self-explanatory tocomments/observation made by the auditors in their report. Hence no separate explanationis given.

Further no fraud was reported by the auditors of the Company underSection 143(12) of the Companies Act2013.

APPOINTMENT OF STATUTORY AUDITOR

M/s. Kirtane & Pandit LLP Chartered Accountants (ICAI RegistrationNo. 105215W/W100057) were appointed as the Statutory Auditors of the Company to holdoffice upto the conclusion of the annual general meeting to be held for the financial year2021-22. In terms of the provisions of Section 139(2) read with the Companies (Audit andAuditors) Rules 2014 they are eligible to be re-appointed for a second term of 5 (five)consecutive years. It is proposed to re-appoint them for a second term of 5(five) yearsbeginning from FY 2022-23 to FY 2026-27 and to hold office upto the conclusion of annualgeneral meeting scheduled for the FY 2026-27. The proposal for the said appointment isbeing placed for the approval of shareholders at the forthcoming annual general meeting.

SECRETARIAL AUDIT REPORT

Secretarial Audit was carried out by Mr. Upendra C. Shukla PracticingCompany Secretary Mumbai for the financial year 2021-22. The report on the SecretarialAudit is appended as an Annexure VII to this report. According to the Board ofDirectors the report does not have any adverse remark.

COST RECORDS

Maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 is not required by theCompany.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 the Company has placeda copy of Annual Return in Form MGT-7 on its website www.alicongroup.co.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND INITIATIVES

Your Company has embraced social cause with great fervor. Themanagement of your Company do believe that sustainability is its collectiveresponsibility.Therefore your Company is closely engaged in various endeavors to servethe communities. The key focus remains on education and community development.

Your Company undertakes majority of its activities relating tocorporate social responsibilities through Bansuri Foundation. It also works closely withother trusts and NGOs.

Brief outline on the Corporate Social Responsibility (CSR) Policy ofthe Company and the initiative undertaken by the Company on CSR activities during the yearunder review are set out in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014 and is annexed as Annexure VIII to this report.The CSR Policy is hosted on the Company's website www.alicongroup.co.in/Investors/Corporate Social Responsibility. pdf.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

Information regarding Conservation of Energy Research and DevelopmentTechnology Absorption and Foreign Exchange Earning and Outgo etc. under Section 134(3) (m)of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 is annexedseparately as an Annexure - IX which forms part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There was no significant and material order passed by the Regulators /Courts / Tribunals which would impact the going concern status of the Company and itsfuture operations.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In compliance with the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 your Company has dulyconstituted an internal complaint committee. The Committee has formulated policy to ensureprotection to its female employees.

INDUSTRIAL RELATIONS

Industrial relations across all the manufacturing locations of yourCompany were cordial and very positive through the year under review.

In order to develop skills and foster togetherness at the work placeyour Company rolled out multiple training and engagement programs covering a wide range oftopics such as stress managements attitude creativity team spirit quality skillbuilding safety and environment customer focus etc.

ACKNOWLEDGEMENT

The Directors thank the customers supply chain Partners employees atall levels financial institutions banks regulatory authorities and all otherstakeholders for their continued co-operation and support to the Company. Your Directorsalso wish to record their appreciation for an unstinted support of Enkei CorporationJapan our technical collaborators. Directors are also thankful to all the shareholders ofthe Company for their confidence reposed in the management of the Company.

On behalf of the Board of Directors
(S. Rai)
Place: Pune Chairman & Managing Director
Date: 11th August 2022

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