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Alliance Integrated Metaliks Ltd.
|BSE: 534064||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE123D01016|
|BSE 00:00 | 25 Jun||144.00||
|NSE 05:30 | 01 Jan||Alliance Integrated Metaliks Ltd|
Alliance Integrated Metaliks Ltd. (ALLIANCEINTEG) - Director Report
Company director report
ALLIANCE INTEGRATED METALIKS LIMITED
Your Directors are pleased to present the 28th Annual Report on the business andoperations of your Company along with the audited financial statements for the FinancialYear ended 31stMarch 2017.
The Company's financial performance for the year ended 31st March 2017 and periodended 31st March 2016 is summarized below:-
(Rupees in Lakhs)
Note:- Figures of Financial Year 2015-16 is for 1st July2015 to 31stMarch2016.
During the period under review based on Standalone financial statements the Companyearned revenue from operations amounting to Rs. 10456.64 Lakhs as compared to Rs.16237.62 Lakhs in the previous year. Loss after Tax stood at Rs. 21111.49 Lakhs asagainst Loss after Tax of Rs. 4116.96 Lakhs in the previous year.
In view of losses incurred during the period under review the Board of Directors hasnot recommended any dividend on equity shares for the period ended 31.03.2017.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with Section 129 of the Companies Act 2013 Consolidated FinancialStatements are attached and form part of the Annual Report and the same shall be laidbefore the ensuing Annual General Meeting along with the Financial Statements of theCompany.
INDIAN ACCOUNTING STANDARDS 2015
The Company has adopted Indian Accounting Standard (Ind AS) prescribed under section133 of the Companies Act 2013 read with the relevant ruled issued there under. The dateof transition to Ind AS is April 012017. The transition is carried out from accountingprinciples generally accepted in India being the previous GAAP. Accordingly The annexedfinancial statements comply in all material aspects with Indian Accounting Standards (IndAS) notified under section 133 of the Companies Act 2013 (the Act) [Companies (IndianAccounting Standards) Rules 2015] and other relevant provisions of the Act.
During the year under review there were no material changes.
STATE OF COMPANY'S AFFAIRS
The state of affairs of the Company is presented as part of the Management Discussionand Analysis Report forming part of this Annual Report.
As stipulated under Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 executed with the Stock Exchanges the report onManagement Discussion and Analysis the Report on Corporate Governance and the requisiteCertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance are provided in a separate section and forms part of this AnnualReport.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(5) of the Companies Act 2013 theDirectors hereby confirm that:
a) in the preparation of the annual accounts for the year ended 31st March 2017 theapplicable Accounting Standards have been followed and there are nomaterial departuresfrom the same;
b) the Directors haves elected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017 and of the 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 the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the Annual Accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The Company has following Associate Companies as on March 31 2017:
In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013a statement containing salient features of the financial statements of the Company'sassociates and the report on their performance and financial position in Form AOC-1 isannexed to the financial statements and forms part of the Annual Report which covers thefinancial position of the associate Company. (Annexure-I)
The Company does not have any subsidiary and joint venture as on March 31 2017.
DIRECTORS AND KEY MANAGERIALPERSONNEL
In accordance with Section 152 of the Companies Act2013 and the Articles ofAssociation of the Company Mr. Mahesh Ochani retire by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offer themselves for re-appointment.
Pursuant to Section 203 of the Companies Act 2013 Ms. Shagun Bajpai was appointed asCompany Secretary of the Company w.e.f 18th October2016 and she resignedw.e.f. 22nd April 2017.
Mr. Sanjiv Bhasin was appointed as Non-executive Director w.e.f 14th August2017
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
A brief resume of the Director proposed to be appointed/ re-appointed highlightingtheir industry expertise in specific functional areas names of Companies in which theyhold directorships is provided in the notice forms part of the notice forming part ofAnnual Report. Further name of the Companies in which they hold the memberships/chairmanships of Board Committees as stipulated under SEBI Listing Regulations I providedin the Corporate Governnace Section of this Annual report.
Pursuant to the provisions of Section 203 of the Act which came into effect from April1 2014 the appointment of Mr. Daljit Singh Chahal Whole-time Director and Mr. PawanKumar as Chief Financial Officer as Key Managerial personnel of the Company wereformalized.
Details of the familiarization programme of the Independent Directors are available onthe website of the Company (URL: http://www.aiml.in/investors.php) .
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The Board met Eight (8) times during the period the details of which are provided inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 andSEBI Listing Regulations 2015.
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 theBoard evaluated the effectiveness of its functioning and that of the committees and ofindividual Directors by seeking their inputs on various aspects of Board/Committeegovernance such as the Board composition and structure effectiveness of board processesactive participation and contribution of directors in the Board/ Committee meetings andthe fulfillment of Directors obligation and their fiduciary responsibilities.
Further the Independent Directors at their meeting reviewed the performance of theBoard Chairman of the Board and of Non Executive Directors. The meeting also reviewed theco-ordination between the Company management and the Board which is required for the Boardto effectively and reasonably perform their duties.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the internalaudit function reports to the chairman of the Audit Committee and all significant auditobservations and corrective actions are presented to the Committee.
STATUTORY AUDITORS AND AUDITORS' REPORT
Pursuant to provisions of Section 139 of the Companies Act 2013 and rules framed thereunder it is proposed to appoint M/s Raj Gupta & Co. Chartered Accountants asStatutory Auditors of the Company from the conclusion of 28th Annual GeneralMeeting (AGM) until the conclusion of 33rd Annual General Meeting of theCompany and such remuneration as may be fixed by the Board.
The Company has received letters from the auditors to the effect that theirappointment if made would be within the prescribed limits under Section 141 of theCompanies Act 2013 and that they are disqualified for appointment.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s Shefali Goel &Associates Company Secretaries has undertaken the Secretarial Audit of the Company forthe financial year 2016-17. The Report of the Secretarial Audit in Form MR 3 for theperiod ended March 31 2017 is annexed as Annexure II to the Report. There are noqualifications reservations or adverse remarks made by Secretarial Auditor in theirreport.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Disclosure on particulars relating to loans guarantees or investments under section186 of the Companies Act 2013 have been provided as part of the financial statements.
TRANSACTIONS WITH RELATED PARTIES
In accordance with Section 134(3) (h) of the Companies Act 2013 read with Rule 8(2) ofCompanies (Accounts) Rules 2014 the particulars of contracts or arrangements withrelated parties referred to in Section 188(1) of the Companies Act 2013 in theprescribed Form AOC-2 is attached as Annexure III to this Report.
EXTRACT OF ANNUAL RETURN
In terms of Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) ofCompanies (Management & Administration) Rules 2014 the extract of Annual Return ofthe Company in Form MGT-9 is attached as Annexure IV to this Report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014 regarding conservation of energytechnology absorption and foreign exchange earnings and outgo are attached as Annexure Vto this Report.
COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
The details of the membership and attendance at the meetings of the above Committees ofthe board are provided in the Corporate Governance Section of the annual report.
POLICY ON APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee of the Board has framed a policy for selection and appointment of Directors andsenior management personnel which inter alia includes the criteria for determiningqualifications positive attributes and independence of a Director(s)/Key managerialpersonnel and their remuneration. The nomination and remuneration policy is available onthe website of the Company (http://www.aiml.in/investors)
CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility Policy of the Company and therelated details for the period 2016-2017 are set out in Annexure VI of this report as perthe format prescribed in the Companies (Corporate Social Responsibility Policy) Rules2014. The Composition of CSR committee and other related details are provided in theCorporate Governance section forming part of this Report. The policy is available on thewebsite of the Company.
The Audit Committee comprises Mr. Gaurav Pabby Independent Director as Chairman andMr. Devinder Singh Sodhi Independent Director and Mr. Avijit Banerjee Non-ExecutiveDirector as Members. The Board of Directors have accepted all the recommendation of theAudit Committee.
The Company has in place a vigil mechanism in the form of Whistle Blower Policy. Itaims at providing avenues for employees to raise complaints and to receive feedback on anyaction taken and seeks to reassurethe employees that they will be protected againstvictimization and for any whistle blowing conducted by them in good faith.The policy is intended to encourage and enable the employees of the Company to raises erious concernswithin the organization rather than overlooking a problem or handling it externally.
The Company is committed to the highest possible standard of openness probity andaccountability. It contains safe guards to protect any person who uses the Vigil Mechanismby raising any concern in good faith.The Company protects the identity of the whistleblower if the whistle blower so desires however the whistle blower needs to attend anydisciplinary hearing or proceedings as may be required for investigation of the complaint.The mechanism provides for adetailed complaint and in vestigation process.
If circumstances so require the employee can make a complaint directly to the Chairmanof the Audit Committee. The Company also provides a platform to its employees for havingdirect access to the Managing Director. The Company Secretary is the Compliance Officer.The confidentiality of those reporting violations is maintained and they are not subjectedto any discriminatory practice.
The Company has developed and implemented a Risk Management Policy. The details ofelements of risk are provided in the Management Discussion and Analysis section of thisAnnual Report.
ANTI SEXUAL HARASSMENT POLICY
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. An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All women employees (permanent contractual temporarytrainees) are covered under this policy. During the period 2016-17 no complaints werereceived by the committee.
PARTICULARS OF EMPLOYEES
The details as required in terms of the provisions of Section 197 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areattached as Annexure - VII to this Report.
The particulars of employees as required in terms of the provisions of Section 197 readwith Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is Nil.
During the period under review the Company has not accepted any deposits from publicmembers or employees under the Companies Act 2013 and as such no amount of principal orinterest on public deposits was outstanding as on the date of balance sheet.
SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders have been passed by any regulators or courts ortribunals impacting the going concern status and Company's operations in future.
DEMATERIALISATION AND LISTING
The equity shares of the Company are admitted to the depository system of NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). As on 31st March 2017 9242499 Equity Shares representing 79.59% of the EquityShare Capital of the Company are in dematerialized form. The Equity Shares of the Companyare compulsorily traded in dematerialized form as mandated by the Securities and ExchangeBoard
of India (SEBI). The International Securities Identification Number (ISIN) allotted tothe Company with respect to its
Equity Shares is INE123D01016.
The Equity shares of the Company are listed on BSE Limited Ahmedabad Stock ExchangeLimited and Jaipur Stock Exchange Limited.
RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities & Exchange Board of India theReconciliation of Share Capital Audit was carried out on quarterly basis for the quarterended June 30th 2016 September 30th 2016 December 31st2016and March 312017 by a Company Secretary in Practice. The purpose of the audit was toreconcile the total number of shares held in National Securities Depository Limited(NSDL) Central Depository Services (India) Limited (CDSL) and in physical form withrespect to admitted issued and paid up capital of the Company.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSELimited Ahemdabad Stock Exchange Limited and Jaipur Stock Exchange Limited where theequity shares of the Company are listed.
During the period under review the relations between the Management and the workmenwere highly cordial. Human resources initiatives such as skill up gradation trainingappropriate reward & recognition systems and productivity improvement were the keyfocus areas for development of the employees of the Company.
Your Company always endeavors to promptly respond to shareholders' requests/grievances.Each and every issue raised by the shareholders is taken up with utmost priority and everyeffort is made to resolve the same at the earliest. The Stakeholders RelationshipCommittee of the Board periodically reviews the status of the redressal of investors'grievances.
Your Directors wish to place on record the sincere and dedicated efforts of all theemployee of the Company. Your Directors also take this opportunity to offer their sincerethanks to the Financial Institutions Banks and other Government Agencies valuedcustomers and the investors for their continued support co-operation and assistance.