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Alliance Integrated Metaliks Ltd.

BSE: 534064 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE123D01024
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NSE 05:30 | 01 Jan Alliance Integrated Metaliks Ltd
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VOLUME 11212
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P/E
Mkt Cap.(Rs cr) 336
Buy Price 26.35
Buy Qty 100.00
Sell Price 28.40
Sell Qty 350.00
OPEN 28.35
CLOSE 28.35
VOLUME 11212
52-Week high 51.50
52-Week low 5.99
P/E
Mkt Cap.(Rs cr) 336
Buy Price 26.35
Buy Qty 100.00
Sell Price 28.40
Sell Qty 350.00

Alliance Integrated Metaliks Ltd. (ALLIANCEINTEG) - Director Report

Company director report

To

The Members of

Alliance Integrated Metaliks Limited

Your Directors are pleased to present the Thirty-third(33rd) Annual Report of theCompany's business and operations together with the audited financial statements andIndependent Auditors Report thereon for the financial year ended March 312022.

1. FINANCIAL PERFORMANCE

The financial statements for the financial year ended March 312022 forming part ofthis Annual Report have been prepared in accordance with the Indian Accounting Standards(Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2021-22are provided below:

(Rupees in Lakh)

Particulars Financial Year ended March 31 2022 Financial Year ended March 31 2021
Revenue from Operations 7912.43 7313.18
Other Income 8.51 119.38
Total Revenue 7920.94 7432.56
Total Expenses 15493.37 1 7338.59
Exceptional Items 5140.42 -
Profit before Tax (2432.02) (9906.03)
Tax Expenses -
(1) Current Tax -
(2) Deferred Tax - -
(3) Earlier year's tax expense 26.52 -
Net profit for the year (2458.54) (9906.03)
Other comprehensive (loss)/income for the year 1.84 5.01
Total comprehensive (loss)/income for the year (2456.70) (9901.02)
EPS (2.12) (85.30)

2. OPERATIONS REVIEW AND THE STATE OF COMPANY'S AFFAIRS

The Company was established in the year 1989 by the name of B. S. Holdings and CreditLimited. The name of the Company was changed to Alliance Integrated Metaliks Limited(hereinafter referred to as "AIML") in the year 2004.

The Company has set up its Production facility to cater all types of Heavy SteelSuperstructures for following segments:

• Steel Bridges for Rail Road Metro DFCC and Expressways

• Foot Over Bridges

• High rise Buildings

• Thermal Power Plants

• Marine equipment requirements

• Large Stadiums and Exhibition halls

• Airport Superstructures

The customer list of the company includes

? End Clients :

• DMRC - Delhi Metro Rail Corporation

• NHAI - National Highways Authority of India

• MORTH - Ministry of Road Transport & Highways

• PWD - Public Works Department (Various States)

• UPEIDA - Uttar Pradesh Expressways Industrial Development Authority

• NTPC - National Thermal Power Corporation

• BHEL - Bharat Heavy Electricals Limited

• KRCL - Konkan Railways Corporation Limited

• MRIDCL - Maharashtra Rail Infrastructure Development Corporation Limited

? EPC Clients :

• L&T

• AFCONS

• HCC

• S P Singla Constructions

• APCO Infra Projects

• KEC International

• GMR Power & Urban Infra

• Ashoka Buildcon Ltd

• Gaawar Constructions Limited

• Gyatri Projects Ltd

• Doosan Power Systems

• BGR Energy Systems Limited

In the FY 2021-22 Major Focus has been of Steel Bridges Projects of RailwaysExpressways NHAI and State road Projects.

During the period under review based on financial statements the Company earnedrevenue from operations amounting to Rs. 7912.43 Lakhs as compared to Rs. 7313.18 Lakhsin the previous year. Profit after Tax stood at (Rs. 2432.02 Lakhs) as against Profitafter Tax of (Rs. 9906.03) Lakhs in the previous year.

The shares of the company are listed on BSE Limited.

The state of affairs of the Company is presented as part of the Management Discussionand Analysis Report forming part of this Annual Report.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial yearended on March 312022.

4. COVID-19 PANDEMIC

The operations were impacted during the second wave of Covid 19 pandemic in the firstquarter of the financial year and the Management believes such impact was short term innature and does not anticipate any long term impact considering the recovery seen in thepast and the current quarter. The Company based on its assessment of the business/economicconditions for the next one year and considering the reduced impact of the said pandemicbelieves no adjustment is required in the standalone financial results. The Company wouldcontinue to closely monitor any material changes to the future economic conditions due tothis pandemic.

The Company has constantly engaged with its people - with compassion resilience andfocus to ensure that their morale is high. Further the Company has abided by every safetyand physical distancing norm and has been consistently communicating the same to both itsemployees and customers. The Company has encouraged employees to work from home to ensuretheir safety and well-being. AIML stands in solidarity with the Government of India andall citizens of India.

5. DIVIDEND

In view of losses incurred during the period under review the Board of Directors hasnot recommended any dividend for Financial Year 2021-22.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

As per Section 124(6) of the Companies Act 2013 read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 as amendedfrom time to time all the shares in respect to which dividend has remainedunclaimed/unpaid for a period of seven consecutive year or more are required to transferin the name of IEPF but the company is not required to be transferred any amount to theIEPF established by the Central Government as the company has not declared anydividend for any financial year.

7. TRANSFER TO RESERVES

Your Company has not transfer any amount under the head Reserve in the FinancialStatements for the Financial Year ended March 31 2022. Whereas the company has incurredlosses during the period and has transfer the amount under the head Retained Earnings inOther Reserves to the Financial Statements for the Financial Year ended March 31 2022 asprepared according to Indian Accounting Standards (Ind AS).

8. CAPITAL STRUCTURE OF THE COMPANY

During Financial Year 2021-22 there was no change in the authorised share capital andPaid share Capital of the Company.

The Share Capital Structure of the Company is categorised into two classes:-

S. No Particulars Equity Shares 1% Non-Cumulative Redeemable Preference Shares
1. Authorised Share Capital 300000000 700000000
2. Paid Up Share Capital 116125000 650000000
3. Value per Share 1* 10

Pursuant to the approval of the shareholders at the Extra-ordinary general meeting ofthe Company held on March 2 2022 each equity share of face value of Rs.10/- per sharewas sub-divided into ten equity shares of face value of Rs.1/- per share with effect fromthe record date i.e. March 16 2022.

During the period under review your company has not raised any funds through publicissue rights issue bonus issue or preferential issue etc. and has neither issued anyshares with differential voting rights nor issued any sweat equity shares.

9. 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 2022 103474970 Equity Shares representing 89.1065 % of theEquity Share Capital of the Company are in dematerialized form. The Equity Shares of theCompany are compulsorily traded in dematerialized form as mandated by the Securities andExchange Board of India (SEBI). The International Securities Identification Number (ISIN)allotted to the Company with respect to its Equity Shares is INE123D01024.

The Equity shares of the Company are listed on BSE Limited.

10. 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 2021 September 30th 2021 December 31st2021 and March 31st 2022 by a Company Secretary in Practice. The purpose ofthe audit was to reconcile the total number of shares held in National SecuritiesDepository Limited (NSDL) Central Depository Services (India) Limited (CDSL) and inphysical form with respect to admitted issued and paid up capital of the Company.

The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSELimited where the equity shares of the Company are listed.

11. CHANGE OF REGISTERED OFFICE

During the financial year under review the company has not changed it's RegisteredOffice.

12. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year and date of this report. There has been nochange in the nature of business of the Company.

13. FINANCIAL STATEMENTS OF THE COMPANY

The Financial Statement of the Company for the FY 2021-2022 are prepared in compliancewith the applicable provisions of the Act Accounting Standards and other applicableprovisions of the companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as the SEBI (Listing Regulation).

The Audited Financial Statement along with Auditor Report for the FY 2021-2022 intoconsideration have been annexed to the Annual Report and also made available on thewebsite of the Company which can be accessed at https://www.aiml.in.

14. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES

During the year under review as on March 312022 the company does not have anysubsidiary Joint Venture and associates company

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 your Directors hereby confirmthat:

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 and loss of the 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 forsafeguarding 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; and

e. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;

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.

16. CORPORATE GOVERNANCE

In compliance with the Regulation 34 read with Schedule V of the Listing Regulations adetailed report on Corporate Governance is given as an Annexure and forms an integral partof this Annual Report. A Certificate from the Practicing Company Secretary (PCS)confirming compliance of the conditions of Corporate Governance as stipulated under theListing Regulations is appended to the Corporate Governance Report. A Certificate of theWholetime Director (WTD) and Chief Financial Officer (CFO) of the Company in terms ofRegulation 17(8) of the Listing Regulations is also annexed.

17. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31.03.2022 Composition of Board and KMPs were as under:

Name Designation
Mr. Daljit Singh Chahal Wholetime Director
Mr. Bhawani Prasad Mishra Non-Executive Non-Independent Director
Mr. Anupam Jain Independent Director
Ms. Rajiv Kapur Kanika Kapur Independent Director
Mr. Pawan Kumar Sharma Chief Financial Officer
Mr. Saurabh Kumar Jain Company Secretary

Appointments & Cessations during the Financial Year 2021-22:

1. Mr. Amit Gupta has resigned from the Position of Independent director on May 102021 due to some pre occupation with other duties and Board places on record itsappreciation for their continuous support guidance and contribution during their tenureas an Independent Directors on the Board of the Company.

There was no material reason regarding the resignation of the Independent Directors andthe confirmation regarding the same as received from the Independent Directors was alreadysubmitted at www.bseindia.com.

2. Mr. Anupam Jain was appointed as an Additional Independent Director w.e.f. July 032021 and further was regularised at 32nd Annual General Meeting held on 28thSeptember 2021.

3. Mr. Rajiv Kumar Vasisht was appointed on the board on July 03 2021 and resignedfrom the office of Executive Director of the Company w.e.f. September 012021 and theBoard places on record its appreciation for their continuous support guidance andcontribution during their tenure as an Executive Director on the Board of the Company.

4. The Designation of Directorship of Mr. Bhawani Prasad Mishra has been changed fromNon-Executive Independent Director to Non-Executive Non-Independent Director w.e.f.December 102021

Appointments & Cessations after the end of Financial Year i.e. March 31 2022 tillthe date of this Report:

The Company is covered under the top 2000 listed entity based on the marketcapitalisation as on 31.03.2022 so as per Regulation 17(1)(c) of SEBI listing regulationCompany is required to have atleast 6 director on the board. Accordingly the Company hascomplied the provision on the same.

1. Mr. Vipul Gupta and Mr. Sanjay Sharma were appointed as an Independent Director ofthe company on August 082022.

2. Mr. Ankush Uppal was appointed as a Non Executive Director of the Company on August08 2022.

3. Mr. Anupam Jain has resigned from the Position of Independent director on August 092022 due to personal reasons and Board places on record its appreciation for theircontinuous support guidance and contribution during their tenure as an IndependentDirectors on the Board of the Company.

There was no material reason regarding the resignation of the Independent Directors andthe confirmation regarding the same as received from the Independent Director was alreadysubmitted at www.bseindia.com.

There were no other appointments/ resignations of Directors/KMP.

Retirement by Rotation:

In accordance with the provisions of Section 152 the Companies Act 2013 and theArticle of Association of the Company read with Companies (Appointment and Qualificationof Directors) Rules 2014 Mr. Daljit Singh Chahal (DIN - 03331560) retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for reappointment.

A brief resume nature of expertise details of directorships held in other companiesof the Directors proposed to be appointed/re-appointed along with their shareholding inthe Company as stipulated under Secretarial Standard 2 and Regulation 36 of the ListingRegulations is appended as an Annexure to the Notice of the ensuing AGM.

18. INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from all Independent Directors of the Companyconfirming that they continue to meet the criteria of independence as prescribed underSection 149 of the Companies Act 2013 rules made thereunder and Regulations 16 & 25of the Listing Regulations. The Independent Directors have also confirmed that they havecomplied with the Company's Code of Conduct and their names in the data bank ofIndependent Directors are maintained with the Indian Institute of Corporate Affairs interms of Section 150 of the Act read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise and that they hold highest standards ofintegrity.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (‘IBC')

During the financial year under review neither any application is made by the Companynor is any proceeding pending against the Company under Insolvency and Bankruptcy Code2016.

20. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review there was no One Time Settlement done and thesame is not applicable on the Company.

21. STOCK SPLIT

The shares of the company were split in the ratio 10:1 i.e. for every 1 share of facevalue of Rs. 10 the shareholders of the company were given 10 shares of face value of Rs.1. The main objective of the company was to increase the liquidity & increaseparticipation from retail investors.

Pursuant to the approval of the shareholders at the Extra-ordinary general meeting ofthe Company held on March 2 2022 each equity share of face value of Rs.10/- per sharewas sub-divided into ten equity shares of face value of Rs.1/- per share with effect fromthe record date i.e. March 16 2022

22. FAMILIARIZATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act 2013 readwith Companies (Meeting of the Board and its powers) Rules 2014 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Your Company has adopted afamiliarization programme for Independent Directors to familiarise them with the Companytheir role rights responsibilities in the Company nature of the industry in which theCompany operates business model management structure industry overview internalcontrol system and processes risk management framework functioning of various divisionsand HR Management etc.

Your company aims to provide the insight into the Company to its Independent Directorsenabling them to contribute effectively. The Company arranges site visit for theDirectors giving them insight of various projects and Directors are also informed ofvarious developments relating to the industry on regular basis and are provided withspecific regulatory updates from time to time.

Details of the familiarization programme of the Independent Directors are available onthe website of the Company https://www.aiml.in/investors.

23. BOARD MEETINGS

The Board met Nine (9) 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 two consecutive meetings was within the period prescribed under the CompaniesAct 2013 and SEBI Listing Regulations 2015.

24. BOARD EVALUATION

The Company has devised a policy for performance evaluation of Independent DirectorsChairman Board Board Committees and other Individual Directors which include thecriteria for performance evaluation of the Non-Executive Directors and ExecutiveDirectors.

Based on the policy for performance evaluation of Independent Directors the BoardBoard Committees and other individual Directors a process of evaluation was followed bythe Board for its own performance and that of its Committees and individual Directors.

The statement indicating the manner in which formal annual evaluation of theDirectors the Board and Board level Committees was carried out are given in detail inthe report on Corporate Governance which forms part of this Annual Report. The Nomination& Remuneration policy may be accessed on the Company's website athttps://www.aiml.in/investors.

25. 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 fordetermining qualifications positive attributes and independence of a Director(s)/KeyManagerial Personnel and their remuneration. The nomination and remuneration policy isavailable on the website of the Company https://www.aiml.in/investors.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial control across the organization.The same is subject to review periodically by the internal auditor for its effectiveness.The management has established internal control systems commensurate with the size andcomplexities of the business. The internal control manual provides a structured approachto identify rectify monitor and report gaps in the internal control systems andprocesses. To maintain its objectivity and independence the internal audit functionreports to the chairman of the Audit Committee and all significant audit observations andcorrective actions are presented to the Committee. Accordingly the Board is of theopinion that the Company's internal financial controls were adequate and effective duringFY 2021-22.

27. ANNUAL RETURN

Pursuant to the provisions of section 92 (3) of the Companies Act2013 read with rule12 of the Companies (Management and Administration) Rules 2014 Annual return of theCompany is available on the website of the Company at https://www.aiml.in/investors.

28. TRANSACTIONS WITH RELATED PARTIES

All arrangements/ transactions entered into by the Company with its related partiesduring the year were in the ordinary course of business and on an arm's length basis.During the year the Company has not entered into any arrangement/transaction with relatedparties which could be considered material in accordance with the Company's Policy onRelated Party Transactions read with the Listing Regulations and the disclosure ofrelated party transactions In accordance with Section 134(3) (h) of the Companies Act2013 read with Rule 8(2) of Companies (Accounts) Rules 2014 the particulars of contractsor arrangements with related parties referred to in Section 188(1) of the Companies Act2013 in the prescribed Form AOC-2 is attached as Annexure I to this Report.

Details of the Related Party Transactions as required under Listing Regulations andthe relevant Accounting Standards are given in note no. 3.35 to the Financial Statements.

The Policy on the Related Party Transactions is available on the Company's website athttps://www.aiml.in/investors.

29. AUDITORS AND THEIR REPORT

(a) STATUTORY AUDITORS

M/s Arora & Choudhary Associates (Firm Registration No.003870N) CharteredAccountants were appointed as Statutory Auditors of the Company for a term of 5 (five)consecutive years at the 30th AGM held on September 26 2019 to hold officetill the conclusion of 35th AGM of the Company to be held for the Financial Year 2023-24.

On November 13 2021 M/s Arora & Choudhary Associates resigned from the position ofthe auditors of the company due to his pre-occupation other professional commitments andstaff constraints. The Board appointed M/s Chatterjee & Chatterjee to fill up theCasual Vacancy caused due to the resignation on December 10th 2021.

M/s Chatterjee & Chatterjee (Firm Registration No. 001109C) CharteredAccountants were appointed as Statutory Auditors of the Company for a term of 1 (one)year through Postal Ballot resolution passed on 14th January 2022 to holdoffice till the conclusion of 33rd AGM of the Company to be held for theFinancial Year 2021-22.

The Auditor's Report on Financial Statements is a part of this Annual Report. AlthoughAuditors report is selfexplanatory but the qualifications are similar to the earlierqualification was mention in the previous year reports regarding the trade payables tradereceivables and other loans and advances given or taken are subject toreconciliation/confirmations. Further term loan accounts with the banks are also subjectto reconciliation/ confirmation. The effect of consequential adjustment upon suchconfirmation/reconciliation if any on the Financial Statements is not ascertainable.

Company wants to report that the reconciliation with the vendors and customers are doneat the time of final settlement with them. It is the nature of the business. Thereconciliation with the lending banks would be done post resolution of their debts. Inview of this it is not possible to estimate the impact of the same if any on thefinancial position and the financial results of the company.

During the year the Statutory Auditors had not reported any matter under Section143(12) of the Companies Act 2013. Therefore no detail is required to be disclosed underSection 134(3) (ca) of the Companies Act 2013.

(b) SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed M/s S Khurana and Associates Practicing Company Secretaries (CPNo. 13212) to undertake the Secretarial Audit of the Company for the Financial Year endedon March 31 2022. The Secretarial Audit Report in Form MR-3 is annexed herewith as AnnexureII which forms an integral part of this report.

During the year the Secretarial Auditors had not reported any matter under Section143(12) of the Companies Act 2013. Therefore no detail is required to be disclosed underSection 134(3) (ca) of the Companies Act 2013.

The said report contain following observation on which management comments are asunder:

It has been observed that at few instances there is a delay in intimating and filingof intimations and financial results to Stock Exchange under various regulations of SEBI(lOdR) Regulations 2015.

Due to some unavoidable circumstances Company got delayed in filing some complianceson time but the Company assures you that in future all the compliances will be done ontime.

Secretarial Compliance Report

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 M/s S Khurana and Associates CompanySecretaries in practice has given the Secretarial Compliance Report of the Company for thefinancial year 2021-22.

There are Some observations reported by Mr. Sachin Khurana in the report regarding thedelayed submission of financial results outcome & Intimation of Board Meeting.

Due to some unavoidable circumstances Company got delayed to file some compliances ontime but the Company will assure that in future all the compliances will be done on time.

(c) COST AUDITOR

Company has received the Notice u/s 148 of Companies Act 2013 regarding theAppointment of Cost Auditor for financial year 2016-17 from Ministry of Corporate Affairs(MCA).

Therefore to close the matter M/s Yash Sardana & Associates Cost Accountants(Firm Registration No.:101497) was appointed as the Cost Auditors of the Company toconduct cost audits for the financial year 2016-17.

However In terms of Section 148 of the Act and the Companies (Cost Records and Audit)Rules 2014 Cost Audit is not applicable on the Company for the Financial Year 2021-22.

(d) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with therules made there under the Board of Directors had appointed M/s Singhal Goel &Associates Practicing Chartered Accountatnts (FRN: 036592N) to undertake the InternalAudit of the Company for the Financial Year ended on March 31 2022.

30. 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 if any as a part of the financialstatements.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A separate section on Management Discussion and Analysis for the yearended March 312022 forms an integral part of this Annual Report.

32. 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

5. Strategic Committee

The details with respect to composition powers roles no. of meetings held andattendance at the meetings of the above Committees of the board are provided in theCorporate Governance Section of the annual report.

33. AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Section 177 of theCompanies Act 2013. The details pertaining to the composition of the Audit Committee areincluded in the Corporate Governance Report which is the part of this report.

All the recommendations made by the Audit Committee (if any) were accepted by theBoard of Directors during the financial year 2021-22.

34. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as required under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 for the financial year ended March 312022 with respect to the Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo has been annexed as Annexure III to this report whichforms an integral part of this report.

35. CORPORATE SOCIAL RESPONSIBILITY

A brief outline of the Corporate Social Responsibility Policy of the Company and therelated details for the period 2021-2022 are set out in Annexure IV of this reportas per the format prescribed in the Companies (Corporate Social Responsibility Policy)Rules 2014. The Composition of CSR committee and other related details are provided inthe Corporate Governance section forming part of this Report. The policy is available onthe website of the Company (http://www.aiml.in/investors).

Board of Directors of the Company at its meeting held on August 10 2022 dissolved theCorporate Social Responsibility Committee due to continuous losses.

36. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed to the Report as Annexure-V.

Statement containing particulars of top 10 employees and the employees drawingremuneration in excess of limits prescribed under Section 197 (12) of the Act read withRule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided as a separate Annexure forming part of this Report. In terms ofproviso to Section 136 of the Act the Report and Accounts are being sent to the Membersexcluding the aforesaid Annexure. The said Statement is also open for inspection by theMembers at the registered office of the company. Any member interested in obtaining a copyof the same may write to the Company Secretary at alliance.intgd@rediffmail.com. None ofthe employees listed in the said Annexure are related to any Director of the Company.

37. COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Company Secretaries of India and notified by the Ministry of CorporateAffairs.

38. PUBLIC DEPOSITS

During the period under review the Company has not accepted any deposits from publicunder the Companies Act 2013 and as such no amount of principal or interest on publicdeposits was outstanding as on the date of balance sheet.

39. CREDIT RATING

The Company has not taken any ratings during the financial year 2021-22.

40. SIGNIFICANT AND MATERIAL ORDERS

During the Financial Year 2021-22 no significant and material orders have been passedby any Regulators Courts or Tribunals affecting the going concern status and Company'soperations in future.

41. VIGIL MECHANISM

The Company has formed a Whistle Blower Policy for establishing a Vigil Mechanism forDirectors and Employees in Compliance with Section 177(9) of the Act and Regulation 22 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to reportgenuine concerns regarding unethical behavior and mismanagement if any. It aims atproviding avenues for employees to raise complaints and to receive feedback on any actiontaken and seeks to reassure the employees that they will be protected againstvictimization and for any whistle blowing conducted by them in good faith. The policy isintended to encourage and enable the employees of the Company to raises serious 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 a detailed complaint and investigation process.

If circumstances so require the employee can make a complaint directly to the Chairmanof the Audit Committee. The confidentiality of those reporting violations is maintainedand they are not subjected to any discriminatory practice. The said Whistle Blower Policyhas been disseminated on the Company's website at https://www.aiml.in.

42. RISK MANAGEMENT

The Company has developed and implemented a Risk Management framework. The details ofelements of risk are provided in the Management Discussion and Analysis Report attached asannexure to this Annual Report.

43. 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 consisted with the following persons namelyMs.Hemlata Chanderia -Asst. Manager Marketing (President) Mrs. Jaspreet Kaur- HRAssistant(Member) Mrs. Manpreet Kaur- Computer Operator(Member) Mr. Rajiv Vasisht- PlantHead(Member) Mr. Rajesh Kumar- HR Head (Member) and Mr. Mandeep Singh- Production Head(Member) to redress complaints received regarding sexual harassment.

All women employees (permanent contractual temporary trainees) are covered underthis policy. During the period 2021-22 no complaints were received by the committee.

44. HUMAN RESOURCES MANAGEMENT AND INDUSTRIAL RELATIONS

During the period under review the relations between the Management and the workerswere 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.

Industrial relations remained cordial throughout the year. Your Directors recognizesand appreciates the sincerity hard work loyalty dedicated efforts and contribution ofall the employees during the year. The Company continues to accord a very high priority toboth industrial safety and environmental protection and these are ongoing process at thelocations of Company.

45. INVESTOR RELATIONS

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.

46. ACKNOWLEDGEMENT AND APPRECIATION

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.

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