Alkali Metals Limited
Your Directors have pleasure in presenting the 52nd Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch 2020.
1. Financial Summary or Highlights/ Performance of the Company
The performance of the company for the financial year ended 31st March 2020is summarized as below:
|Particulars ||2019-20 ||2018-19 |
|Turnover ||708458245 ||715562262 |
|Other Income ||5700130 ||3975725 |
|Total Revenue ||714158375 ||719537988 |
|Profit/(Loss) before finance charges depreciation and taxation ||72429167 ||78160649 |
|Less : Finance Charges ||24653335 ||27097451 |
|Depreciation and Amortization expense ||34458468 ||34141716 |
|Profit/(Loss) before exceptional items and tax ||13317365 ||16921482 |
|Less : Exceptional items ||2153943 ||0 |
|Profit/(Loss) before tax ||11163422 ||16921482 |
|Less : Current Year's tax (MAT) ||1434754 ||3560365 |
|MAT Credit Entitlement ||(1434754) ||(3560365) |
|Previous Years ||(1385430) ||0 |
|Profit/(Loss) After tax ||12548851 ||16921482 |
|Other Comprehensive Income (net) ||(3025291) ||1883398 |
|Total Comprehensive income for the period ||9523560 ||18804880 |
2. Impact of Covid-19
Unexpected global pandemic Covid-19 had a significant impact on the operations of theCompany the Detailed Impact of Covid-19 is provided in Annexure - 1 which forms part ofthe Director Report.
During the year under review the Board of Directors had declared a Interim Dividend of' 1 per equity share of ' 10 each at their meeting held on 29th January 2020 keeping inview the better performance for 3 quarters. It was duly paid within 30 days of thedeclaration. In view of the unexpected Covid-19 pandemic Company's operations wereaffected during the last quarter of the financial year and with uncertainty prevailingover the near future the Board is of the opinion that conserving of reserves isessential. Thereby the Board is recommending that the Shareholders may confirm theInterim Dividend as the Final Dividend for the financial year 2019-20.
During the year under review Company had not transferred any amount to GeneralReserves.
5. Brief description of the Company's performance during the year
During the year 2019-20 the Company recorded a turnover of ' 7084 Lakhs and Net Profitof ' 95 Lakhs compared to the turnover of ' 7156 Lakhs and Net Profit of ' 188 Lakhsprevious year 2018-19.
The Company was able to achieve a turnover of ' 5930 Lakhs turnover and net profit of '347 Lakhs upto December 2019 however the Quarter 4 of FY 2019-20 turned out to be lessprofitable for the Company due to the Covid-19 pandemic. The exports were very less andthereby the margins had come down significantly. Furthermore the exceptional items andyear end provisions had an impact on the Company's profit.
6. Future outlook
Amid the Covid-19 pandemic several countries across the world India resorted tolockdowns to flatten the curve of the infection. These lockdowns meantshutting down businesses and ceasing almost all economic activity. According to theInternational Monetary Fund (IMF) this was the steepest slowdown since the GreatDepression of the 1930s. Your Company was no different and due to the lockdown Quarter 1till date performance was significantly impacted. The pandemic continues to have anoverall impact on the business of the Company.
With no signs of the pandemic slowing down the Management expects that the currentsituation is likely to continue for some time and there are likely hurdles in capacityutilization logistics material availability finances manpower and demand etc.
The Management on its part continues to strictly adhere to the guidelines provided bythe Government of India Government of Telangana and Government of Andhra Pradesh in orderto ensure the safety and well being of its employees.
The Management hopes that the economy aiding measures introduced by the Governmentcould provide the much needed push and also hopes that the situation improves in thecoming days.
7. Research & Development
The company has spent ' 88 Lakhs towards Research and Development during the financialyear and is putting continuous efforts in R&D to develop the new products and processfor optimum material consumption by effective yield.
The revenues generated by the R&D products for the last 3 years are
|2017-18 ||2018-19 ||2019-20 |
|741 ||42 ||40 |
8. Change in the nature of business if any
Company had not changed its nature of business during the year under review.
9. Material changes and commitments after the closure of financial year
Other than significant impact of Covid-19 pandemic. There are no material changes orcommitments affecting the financial position of the Company between the end of thefinancial year and the date of the report.
10. Significant and Material Orders
There are no significant and material orders passed by the regulators or court ortribunals impacting the going concern status and Company operations in future.
11. Internal Financial Controls
Your company had adequate internal controls and such procedures adopted by the Companyfor ensuring the orderly and efficient conduct of its business including safeguarding ofall its assets and prevention/detection of frauds and errors accuracy and completeness ofaccounting records.
Auditors have verified the internal financial controls and tested the adequacy and theprocedures adopted by the company and confirm that the controls are adequate to the sizeof the transactions. The management reviews and monitors the controls and process on aregular basis.
12. Risk Management
The Management of the Company will take adequate steps in identifying assessingcontrolling and mitigating the risks associated with different areas of its businessoperations.
13. Details of Subsidiary/Joint Ventures/Associate Companies
Your company had no subsidiaries Joint Ventures and associate companies during thefinancial year under review.
Your company has not accepted any deposits covered under Chapter V of the CompaniesAct 2013 during the year under review and also no outstanding deposits at the beginningof the financial year.
The members at the 51st Annual General Meeting of the Company held on 3rd August 2019had appointed M/s. G. Nagendrasundaram & Co. Chartered Accountants as StatutoryAuditors for a term of 5 years from the conclusion of the 51st Annual General Meeting onsuch remuneration as may be determined by the Board of Directors. The members may notethat the Ministry of Corporate Affairs vide notification dated May 07 2018 has done awaywith the requirement of yearly ratification of appointment of Statutory Auditors at theAGM.
Pursuant to Section 139 of the Companies Act 2013 the statutory auditors G.Nagendrasundaram & Co. Chartered Accountants have confirmed they are eligible tocontinue as auditors. There are no qualifications reservation or adverse remark ordisclaimer made in the audit report for the Financial Year 2019-20.
The Board of directors of the company had appointed M/s. Ramakrishna & AssociatesChartered Accountants as Internal Auditors to conduct the Internal Audit of the companyfor the financial year ended 31st March 2020 and his reports during the financial year2019-20 does not contain any qualification reservation or adverse remark.
The Board of directors of the company had appointed CS B. Venkatesh Babu PracticingCompany Secretary as Secretarial Auditor to conduct Secretarial Audit and SecretarialCompliance Report of the company for the financial year ended 31st March 2020 and hisreports does not contain any qualification reservation or adverse remark.
16. Share Capital
Your Company had not issued and raised any share capital including sweat equityemployee stock options during the financial year under review. Your company has also notprovided any money for purchase of its own shares by employees or for the benefit ofemployees.
17. Extract of the Annual Return
The extract of the annual return in Form MGT - 9 is annexed and forming part of theBoard's Report as Annexure -2.
18. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo have been provided in Annexure - 3 and shall form part ofthis report.
19. Corporate Social Responsibility (CSR)
The provisions of the Section 135 of the Companies Act 2013 relating to CorporateSocial Responsibility are not applicable to the Company. However the Promoters on theirpart realize their responsibility towards the society and provide free medical help to thepoor people and financial assistance to the poor students through a Charitable Trust runby them during the year Company contributed an amount of ' 6 Lakhs to the YVSS MurthyCharitable Trust.
As on the date ofthis report the following are the Board of Directors ofthe Company
|Name of the Director ||Designation |
|1 Sri Y.S.R. Venkata Rao ||Managing Director |
|2 Dr. J.S. Yadav ||Chairman |
|3 Sri. G. Jayaraman ||Director |
|4 Sri K.V. Suryaprakash Rao ||Director |
|5 Smt. Y. Lalithya Poorna ||Director |
|6 Mr. Y.V. Prashanth ||Director |
During the year under review the following changes took place in the Board:
Dr. J.S. Yadav and Sri. G. Jayarman were re-appointed as Independent Director foranother term of 5 years w.e.f 21st August 2019 pursuant to the special resolution passedat the 51st Annual General Meeting.
ii) Change in Designation :
The appointment of Sri K.V. Suryaprakash Rao was regularized at the 51st Annual GeneralMeeting.
Further Smt Y. Lalithya Poorna Director retires by rotation and is eligible forreappointment at the ensuing annual general meeting.
Details of no. of Board meetings and profile of directors are covered under theCorporate Governance section.
Declaration by an Independent Director
Company had received the declaration by all the Independent Directors that they meetthe criteria of independence as per the provisions of Section 149 of the Companies Act2013 and they are registered with Indian Institute of Corporate Affairs (IICA) as per theamended provisions of the Companies Act 2013.
Formal Annual Evaluation
Pursuant to the provisions of the Companies Act 2013 the Board has devised a policy onevaluation of performance of Board of Directors Committees and Individual Directors.Accordingly the Chairman of the Nomination and Remuneration Committee obtained from allthe board members duly filled in evaluation templates for evaluation of the Board as awhole evaluation of the committees and peer evaluation. The summary of the evaluationreports were presented to the respective Committees and the Board for their consideration.
21. Key Managerial Persons
As on the date of this report the following are the Key Managerial Personnel oftheCompany:
|Name of the Director ||Designation |
|1 Ms. K. Uma Kumari ||Chief Financial Officer |
|2 Mr. Siddharth Dubey ||Company Secretary and Compliance Officer |
Ms. M. Neeharika Company Secretary and Compliance Officer had resigned w.e.f. 18thApril 2019 and Mr. Siddharth Dubey was appointed as a Company Secretary and ComplianceOfficer w.e.f 3rd August 2019.
22. Director's Responsibility Statement
As per the provisions of clause (c) of sub-section (3) of Section 134 of the CompaniesAct 2013 your Directors shall state that
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss ofthe company for that period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets ofthe company and for preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a going concern basis; and
e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your company has Audit Committee Nomination and Remuneration Committee andStakeholders
Relationship Committee and during the year there is no change in the composition of thecommittees and the details are provided in the Corporate Governance section.
24. Vigil mechanism for Directors and Employees
The company believes in the standard of conduct which all employees are expected toobserve in their business endeavors. The Code (Vigil Mechanism) reflects the Company'scommitment to principles of integrity transparency and fairness. The copy of the Code ofVigil Mechanism is available on the Company website www.alkalimetals.com under Investorstab.
The Company has adopted a Whistle Blower Policy as part of vigil mechanism to provideappropriate avenues to the Directors and employees to bring to the attention of themanagement any issue which is perceived to be in violation of or in conflict with thefundamental business principles of the Company. The employees are encouraged to voicetheir concerns by way of whistle blowing and all the employees have been given access tothe Audit Committee.
The Director Mr. Y.V.Prashanth is designated as ombudsperson to deal with all thecomplaints registered under the policy.
25. Policy on Sexual Harassment
Company had adopted policy on Prevention of Sexual Harassment of Women at Workplace inaccordance with The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. As per the public notice issued by Women Development and ChildWelfare Department Government of Telangana a web portal popularly known ast-shebox" was launched in the month of July 2019 and the Company had providedthe details as required on the portal. During the year there was no complaints/incident ofharassment.
26. Particulars of loans guarantees or investments
The Company had not given any loans guarantees or made investments as per theprovisions of Section 186 of the Companies Act 2013 during the financial year underreview and also there are no outstanding amounts of loans given guarantees providedand/or investments made at the beginning of the year.
27. Particulars of contracts or arrangements with related parties
During the Financial Year under review Company had entered into certain Related PartyTransactions which are all on arms length transactions; details of all such transactionsas required under section 188 of Companies Act are annexed in Form AOC-2 forming part ofthe Board's Report as Annexure-4.
The Company has formulated a policy on materiality of Related Party Transactions anddealing with Related Party Transactions which can be accessed at the Company websitewww.alkalimetals.com under Investors tab.
28. Managerial Remuneration / Employee Details
The Details required to be provided pursuant to Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are annexed and forming part of theBoard's Report as Annexure -5.
There are no employees in the company in receipt of amounts covered in rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The top 10employees details to be provided to the shareholders who made specific request to thecompany.
29. Secretarial Audit Report
Secretarial Audit Report including Secretarial Compliance Report as per SEBI (LODR)Regulations for the Financial Year 2019-20 obtained from CS B. Venkatesh Babu CompanySecretary in Practice is annexed and forming part of the Board's Report as Annexure -6.
30. Corporate Governance/Management Discussion and Analysis
In terms of Regulation 34 of the SEBI (LODR) Regulations 2015 a Report on CorporateGovernance along with Compliance Certificate issued by Statutory Auditor's of the Companyand also the Management Discussion and Analysis report is annexed and forms integral partof the Board's Report.
All the properties and insurable interests of the Company including Building Plant andMachinery and Stocks have been adequately insured. The Company also has group accidentalpolicy to all the workmen and staff. Furthermore a group medical policy is provided to thestaff who are not covered under ESI policy.
32. Listing on Stock Exchanges
The securities of the company are continued to be listed on BSE and NSE. The listingfees for these stock exchanges are paid till the current financial year.
33. Cost Audit
Pursuant to provisions of section 148 of the Companies Act 2013 read with Companies(Cost Records and Audit) Rules 2014 cost audit is not applicable for the financial year2019-20 for the Company.
34. Compliance of Secretarial Standards
The Company has duly complied with the applicable Secretarial Standards issued by TheInstitute of Company Secretaries of India for the Board and General Meetings.
Your Directors express their gratitude to all stakeholders bankers RegulatoryAuthorities Government customers suppliers business associates from India and abroadstaff and workers for their continued support at all times and look forward to have thesame in our future endeavours. Directors are pleased to record their appreciation of thesincere and dedicated services of the employees and workmen at all levels.
Your Directors look forward to the long term future with confidence
| || ||By order of the Board |
| || ||For Alkali Metals Limited |
| ||Y.S.R. VENKATA RAO ||DR. J.S. YADAV |
|Place : Hyderabad ||MANAGING DIRECTOR ||DIRECTOR |
|Date : 12th June2020 ||DIN: 00345524 ||DIN:02014136 |