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Alka India Ltd.

BSE: 530889 Sector: Industrials
NSE: N.A. ISIN Code: INE061B01020
BSE 00:00 | 02 May Alka India Ltd
NSE 05:30 | 01 Jan Alka India Ltd
OPEN 2.70
PREVIOUS CLOSE 2.70
VOLUME 5172
52-Week high 5.89
52-Week low 1.20
P/E
Mkt Cap.(Rs cr) 135
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.70
CLOSE 2.70
VOLUME 5172
52-Week high 5.89
52-Week low 1.20
P/E
Mkt Cap.(Rs cr) 135
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Alka India Ltd. (ALKAINDIA) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 28th Annual Report onthe business and operations of the Company to get her with the Audited Statement ofAccounts of Alka India Limited for the year ended March 31 2022.

1. SUMMARISED FINANCIALHIGHLIGHTS:

A summary of the Company's Financial Results for the Financial Year 20 21-2022 is asunder:

(Amount in lakhs)

Standalone Consolidated
Particulars 2022 2021 2022 2021
Revenue from operations & other operating Income 9.50 11.02 10.29 11.02
Profit/ (Loss) Before taxation & Exceptional Items (11.54) (31.79) (12.49) (31.79)
Add: Exceptional Items - - - -
Profit/ (Loss) before Tax (11.54) (31.79) (12.49) (31.79)
Less: Tax expenses 1.10 1.29 1.10 1.29
Profit/ (Loss) after Taxation (12.64) (33.09) (13.59) (33.09)
Balance brought forward from the previous year - - - -
Balance carried forward to next year - - - -

2. ABOUT COVID-19:

The COVID-19 pandemic developed rapidly into a global crisis forcing governments toenforce lock-downs of all economic activity. For the Company the focus immediatelyshifted to ensuring the health and well-being of all employees and on minimizingdisruption to services for all our customers globally.

3. Company Finance Performance:

During the financial year ended March 31 2022 the total revenue was 10.29 Lakhs(CONSOLIDATED) & 9.50 Lakhs (STANDALONE). The Company has incurred post tax loss ofRs. 13.59 lakhs (CONSOLIDATED) & 12.64 Lakhs (STANDALONE) for financial year. TheBoard of Directors commends to overcome the losses in the operations of the company. Dueto Covid-19 Pandemic the segments of textile industry has largely affected the financialperformance of the company and efforts has been made to improve the performance of thecompany

4. Transfer to Reserve:

The Board of Directors does not propose to transfer any amount to general reserveaccount during the financial year ended 31st March2022.

5. Cash Flow Statement:

The Cash Flow statement for the year 2021-2022 is attached to the Balance Sheet.

6. Dividend:

The Board of Directors of your Company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any dividend for theyear under review.

7. Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly complied with.

8. Share Capital:

The paid-up Equity Share Capital as at March 31 2022 6343.98 Lacs. During theyear under review the Company has not issued shares with differential opting rights orhas granted any stock options or sweat equity as on March 31 2021 none of the Directorsof the Company hold instruments convertible into equity shares of the Company. Howeverthe 250000000 equity shares issued upon conversion of 2500000 Non-cumulativePreference Shares of Rs 100 is still pending for listing with the BSE Ltd.

9. Management Discussion &Analysis:

In terms of the provisions of Regulation 34 of the Securities In and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion & Analysis forms part of the Annual Report.

10. Directors Responsibility Statement:

Pursuant to requirement of Section 134(5) of the Companies Act 2013 with respect toDirectors Responsibility Statement Directors of your Company hereby state and confirmthat:

a) in the preparation of the Annual Accounts for the year ended 31stMarch 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures;

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 loss ofthe company for the same period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccountingrecordsinaccordancewiththeprovisionsoftheCompaniesAct2013forsafeguardingtheassets of theCompany and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

e) They have laid down Internal Financial Controls in the Company that are adequate andwere operating effectively.

1) Theyhavedevisedpropersystemstoensurecompliancewiththeprovisionsofallapplicablelawsand these are adequate and are operating effectively.

11. Subsidiaries:

The Company has following subsidiaries:

Vintage FZE (India) Private Limited.

The Company's Policy for determining material subsidiaries is available on theCompany's website at www.alkaindia.in

The financial statements of the Subsidiary Companies as on March 31 2022 formspart of Consolidated Financial Statements in compliance with Section 129 and otherapplicable provisions if any of the Companies Act 2013 and the same are prepared inaccordance with applicable Accounting Standards. The Financial Statements both Standaloneand Consolidated are prepared in accordance with applicable Accounting Standards and asper Schedule III of the Companies Act 2013 and applicable rules thereto.

12. Corporate Governance Report:

Pursuant to Schedule V of the SEBI Listing Regulations the Corporate Governance Reportalong with Certificate by the Auditors of the Company on its Compliance ManagementDiscussion and Analysis Report forms a part of this Annual Report.

13. Corporate Social Responsibility:

TheprovisionsoftheCompaniesAct2013regardingCorporateSocialResponsibilityarenotattracted to the Company yet.

14. Internal Control Systems and their Adequacy

ThecompanyhasadequatesystemsofInternalControlcoveringallfinancialandoperationalactivities. The Internal Control is designed to provide reasonable assurance with regard tomaintaining proper accounting controls protecting assets from unauthorized losses andensuring reliability of financial and operational information and proper compliance withregulations. In the opinion of the Board an internal control system adequate to the sizeof the Company is in place.

15. Insurance:

The Company's property equipment and stocks are adequately insured against major risksafter taking into account all the relevant factors.

16. Directors and Key Managerial Personnel:

The Changes in the composition of the Board of Directors and Key Managerial Personnelthat took place during the year under review were carried out in compliance with theprovisions of the Act and Listing Regulations.

Retires by rotation

In accordance with the applicable provisions of the Companies Act 2013 (‘theAct') and the Articles of Association of the Company Mr. Ramakant Gokulchand Sharma(DIN: 03636385) Director retires by rotation at the ensuing Annual General Meeting(‘AGM') and being eligible offers himself for reappointment.

Your Directors recommend the re-appointment of Mr. Ramakant Gokulchand Sharma as

a executive director of the company.

Declaration by Independent Director(s):

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and Regulation16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Here inafter referred to as ‘Listing Regulations'. In the opinion of the Board.

Familiarization programmed for Independent Directors:

TheFamiliarizationProgrammedisformulatedwiththeaimtomaketheIndependentDirectorsof AlkaIndia Limited aware about their role responsibilities and liabilities in the Company andto learn about the nature of the industry in which the company operates business model ofthe Company etc. The policy on Company's familiarization programmed for IndependentDirector has been uploaded on the website of the Company at www.alkaindia.in.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 read with Rule 8 (4) of theCompanies (Accounts) Rules 2014 and Regulation 17 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual performanceevaluation of the directors individually as well as the evaluation of the working of itscommittees including the Chairman of the Board.

The board's performance for the current year was assessed on the basis of participationof directors quality of information provided/available quality of discussion andcontribution etc. A structured questionnaire was prepared after taking into considerationinputs received from the Directors covering the aforesaid aspects of the Board'sfunctioning.

TheoverallperformanceoftheBoardandCommitteesoftheBoardwasfoundsatisfactory.Theove rallperformance of Chairman Executive Directors and the Non-Executive Directors of theCompany is at is factory. There view of performance was based on the criteria ofperformance knowledge analysis quality of decision making etc.

Nomination and Remuneration Policy

The Board has on there commendation of the Nomination & Remuneration Committeeframed policy for selection and appointment of Directors Key Managerial Personnel SeniorManagement and their remuneration. The summary of Remuneration Policy is stated in theCorporate Governance Report and is also available on the Company's websitewww.alkaindia.com

17. Auditors & Auditors' Report Statutory Auditor

At 27th Annual General Meeting held on 23rd December 2021Members had appointed M/s. Amit Rama Kant Chartered Accountants (Firm registration no009184C) as a Statutory Auditors of the Company for a period of five (5) consecutive yearsfrom the conclusion of 27th Annual General Meeting holds till the conclusion ofthe 32ndAnnual General Meeting of the corporation to be held in the year 2026

Internal Auditor:

During the year under review Mr. Brijesh Yadav (Membership No. 168315) CharteredAccountant is appointed as internal auditor of the company to conduct the internal auditof the company for the financial year 2021-22. However he has resigned from the post ofinternal auditor w.e.f. 14th October 2021. The Company is in process ofappointing a new internal Auditor.

Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s BR Gupta & Co. Company Secretaries to undertake the Secretarial Auditof the Company for the financial year 2021-22. The Secretarial Audit Report is annexedherewith marked as Annexure II (Form MR-3) to this Report. The Secretarial Audit Reportcontains qualification remark.

18. Deposits:

The Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made thereunder

19. The details in respect of adequacy of internal financial controls with reference tothe financial statements

The Company has adequate internal financial controls beside timely statutory auditlimited reviews and internal audits taking place periodically.

20. Disclosures Committee:

1. Audit Committee

The Audit Committee comprises two Non-Executive Independent Directors namely Mr.Alok Jain (Chairman) Ms. Hiramani Babulal Sharma (Member) and Mr. Mohammed HashimAnsari (Member). The Audit Committee played an important role during the year. Itcoordinated with the Statutory Auditors and other key personnel of the Company and hasrendered guidance in the areas of internal audit and control finance and accounts. Allthe transactions by the Audit Committee were accepted by the Board.

Terms of Reference

The brief terms of reference of Audit Committee are as under -

I. Overseeing the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible;

II. Examination of the financial statement and the auditors' Examination of thefinancial statement and the auditors' report thereon

III. Recommending to the Board the appointment reappointment and if required thereplacement or removal of the auditor and the fixation of audit fees;

IV. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

V. Approving initial or any subsequent modification of transactions of the company withrelated parties

VI. Scrutinizing inter-corporate loans and investments

VII. Valuation of undertakings or assets of the company wherever it is necessary;

VIII. Monitoring the end use of funds raised through public offers and related matters

IX. Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems;

X. 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;

XI. To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification amendment or modification as may beapplicable.

XII. To perform such other functions as may be necessary or appropriate for theperformance of its duties.

The Audit Committee duly met Four times during the Financial Year from April 012021 to

March 31 2022. The dates on which meeting were held are as follows:

30.06.2021 12.08.2021 15.11.2021 14.02.2022

2. Stakeholders' Relationship Committee

The Company has a Stakeholders' Relationship Committee to oversee grievance andredressal mechanism and recommended measures to improve the level of investor's servicesand to look into and decide matters pertaining to share transfer duplicate sharecertificates and related matters. The Committee comprises of three Directors namely Mr.Alok Jain Non-Executive Independent Director (Chairman) Ms. Hiramani BabulalSharma Non-Executive Independent Director (Member) and Mr. Mohammed Hashim AnsariNon-Executive Independent Director (Member).

Terms of Reference-

The brief terms of reference of this committee are as under -

Redressal of shareholders' and investors' complaints including and in respect of:

I. Allotment transfer of shares including transmission splitting of shares changingjoint holding into single holding and vice versa issue of duplicate shares in lieu ofthose torn destroyed lost or defaced or where the cages in the reverse for recordingtransfers have been fully utilized.

II. Issue of duplicate certificates and new certificates onsplit/consolidation/renewal etc.;

III. Review the process and mechanism of redressal of Shareholders /Investors grievanceand suggest measures of improving the system of redressal of Shareholders /Investorsgrievances

IV. Considering and resolving grievances of the security holders of the Companyincluding complaints related to the transfer of shares non-receipt of annual report andnon-receipt of declared dividends;

V. Oversee the performance of the Registrar & Share Transfer Agent and also reviewand take note of complaints directly received and resolved them.

VI. Oversee the implementation and compliance of the Code of Conduct adopted by theCompany for prevention of Insider Trading for Listed Companies as specified in theSecurities & Exchange Board of India (Probation of insider Trading) Regulations 1992as amended from time to time.

VII. Carrying out any other function contained in the equity listing agreements as andwhen amended from time to time.

VIII. To carry out any other function as is mandated by the Board from time to timeand/ or enforced by any statutory notification amendment or modification as may beapplicable.

IX. To perform such other functions as may be necessary or appropriate for theperformance of its duties

The Committee duly met Four times during the Financial Year from April 01 2021 toMarch 31 2022. The dates on which meeting were held are as follows:

30.06.2021 12.08.2021 15.11.2021 14.02.2022

3. Nomination & Remuneration Committee

The Nomination and Remuneration Committee recommends to the Board the suitability ofcandidates for appointment as Key Managerial Personnel Directors and the remunerationpackages payable to them and other employees. Nomination and Remuneration Committee metonce during the year. The Committee comprises of three Directors namely Mr. Alok JainNon-Executive Independent Director (Chairman) Ms. Hiramani Babulal Sharma NonExecutive Independent Director (Member) and Mr. Mohammed Hashim Ansari ExecutiveIndependent Director (Member).

The Committedly three times during the Financial Year from April 01 2021 to March31 2022. The dates on which meeting were held are as follows:

30.06.2021 12.08.2021 15.11.2021 14.02.2022

Vigil Mechanism / Whistle Blower Policy

Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act 2013 and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 for reporting the genuine concerns or grievances or concerns of actualor suspected fraud or violation of the Company's code of conduct. The said Mechanism isestablished for Directors and employees to report their concerns. The policy provides theprocedure and other details required to be known for the purpose of reporting suchgrievances or concerns. The same is uploaded on the website of the Company(www.alkaindia.com).

Meetings of Board

The Board of Directors duly met five times during the financial year from April 012021 to March 31 2022. The dates on which meetings were held are as follows:

30.06.2021 12.08.2021 15.11.2021 01.12.2021 14.02.2022

Particulars of Loans Investments Guarantees by the Company

The provisions of section 186 of the Acting respect of loans and advances giveninvestments made and guarantees given has been complied with by the Company Theparticulars of loans guarantees and investments made/given by the Company in the year2021-2022 as per Section 186 of the Companies Act 2013 is stated in the Notes to Accountwhich forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

During the year under review all transactions entered into by the Company with relatedparties as defined under the Companies Act 2013 and Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations2015 were in the ordinary course ofbusiness and on an arm's length basis.

Disclosure of transactions with related parties as required under the AccountingStandard (AS18) has been made in the notes forming part of the financial statements.Accordingly the disclosure of related party transactions as required under Section134(3)(h) of the Companies Act 2013 read with rule 8 (2) of the companies (Account)Rules 2014 are given.

There were no materially significant related party transitions that may have potentialconflict with the interest of Company at large with its promoters directors or relativesunder the scope of Section 188 (1) of the Companies Act 2013. Information on transactionswith related parties pursuant toSection134(3)(h) of the Act read with rule 8(2) of theCompanies (Accounts) Rules 2014 are given.

The disclosure on related party transactions has been attached in for Form AOC-2 asAnnexure.

Deposits Loans and Advances:

Your Company has not accepted any Public Deposits and as such no amount on account ofprincipal or interests on public deposits was outstanding as on March 31 2022. Thedetails of loans and advances which are required to be disclosed in the Company's annualaccounts pursuant to Regulation 34(3) and 53(f) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchanges are mentioned inNotes to accounts forming a part of this Report.

Policy on Related Party Transactions:

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Regulations. This Policy was considered and approved by theBoard has been uploaded on the website of the Company at www.alkaindia.in

Prevention Prohibition and Redressal of Sexual Harassment at Workplace:

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Company's premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

21. Extract of Annual Return

In terms of provisions of Section 92 (3) of the Companies Act 2013 an extract ofAnnual Return in prescribed format is annexed to this Report as part of the Annual Report.The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith. The same is as on 31st March 2022 the same is posted on the websiteof the Company www.alkaindia.in

22. Conservation of Energy Technology Absorption Foreign Exchange:

The provisions of Section 134(3)(m) of the Companies Act 2013 relating toconservation of energy and technology absorption are not applicable to the Company.However the Company has been continuously and extensively using technology in itsoperations.

There were no foreign exchange earnings and foreign exchange outgo during the year.

23. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anyreenactment/modification thereof) in respect of employees of the Company is as follows:

During the period under review the company had two (2) Executive Director one(1) NonExecutive Director Four(4) Non Executive Independent Director.

No sitting fees have been paid to any Director during the year. The particulars of theemployees who are covered by the provisions contained in Rule 5(2) and (3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014are:

a) Employed throughout the year: Nil

b) Employed for part of the year: Nil

The remuneration paid to all Key Management Personnel was in accordance withremuneration policy adopted by the Company. The information required pursuant to section197(12) read with rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect to remuneration to the Whole-time directors and Keymanagerial Personnel is prepared separately forming part of this report.

Having regarded to the first provision of section 136 (1) of the Companies Act 2013the Annual Report is being sent to the members of the Company excluding the aforesaidinformation. However they said information is available for inspection at the RegisteredOffice of the Company during business hours on working days.

24. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

SEBI has imposed penalty of Rs. 2500000/- on June 27 2017 and Rs. 50000/- on March26 2018 for non-filing of Action Taken Report (ATR) and non-resolving of investordisputes within the stipulated period of time. An appeal has been filed for the matterpertaining to penalty of Rs. 2500000/-. The Supreme Court of India has vide its orderdared 24th July 2020 has upheld the order passed by Securities AppellateTribunal (SAT). Accordingly company has provided Liability of Rs. 25 Lacs in the books ofaccounts in the financial year 2020-21.

SEBI vide its letter bearing no. SEBI/HO/ISD/OW/P/2017/18183 dated August 7 2017 hasforwarded a list of 331 suspected shell companies to the Exchange (BSE Ltd.)as identifiedby Ministry of Corporate Affairs out of these 331 companies exchange identified name ofour Company as a suspected shell company and trading in all such listed securitiesincluding our Company were placed in Stage VI of the Graded SurveillanceMeasure(GSM).AfterreceivingthenoticefromexchangeregardingsuspectedShellCompanytheCompanyhasgivenreplyalongwithallsupportingdocumentsasrequiredbyth eExchange. The Exchange had considered our detailed reply and satisfied with the same hadremoved name of our Company from Stage VI of the Graded Surveillance Measure (GSM).Further with regards to the matter pertaining to name of our Company in the list ofsuspected Shell Company is sub-Judice before the Exchange.

WeassuretheinvestorsthattheCompanyhasnotconductedanyactivitieswhichare in violation ofthe law and thus the shareholders be rest assured that the Company shall obtain cleanstatus from the so called "list of shell companies" very shortly.

Corporate Governance and Shareholders Information

The Company has taken adequate steps to adhere to all the stipulations laid down inSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A report onCorporate Governance is included as a part of this Annual report. Certificate from thePracticing Company Secretary confirming the compliance with the conditions of CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is included as a part of this report.

25. Listing with Stock Exchanges

The Company confirms that it has pending for process the Annual Listing Fees for theyare to BSE where the Company's shares are listed.

26. Appreciation and Acknowledgements:

Your Directors wish to place on record their appreciation and sincere gratitude to thevarious Departments of the Central and State Government Company's Bankers clients mediaand business constituents for their valuable assistance and support. The Directors alsoacknowledge the continued support received from investors and shareholders and theconfidence reposed by them. The Directors place on record their appreciation for the sinceare and dedicated services rendered by all the employees of the Company at all levels.

For and on behalf of the Board of Directors
Alka India Limited
Sd/- Sd/-
Place: Mumbai Ashok Panchariya Satish Panchariya
Date :30.05.2022 Director DIN :00377391 Chairman & Managing Director DIN:00042934

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