To the Members
The Board of Directors present this 35th Annual Report of the Companyalong with the financial statements for the Financial Year ended 31st March 2022 incompliance with the provisions of the Companies Act 2013 the rules and regulationsframed thereunder ("Act") and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations").
1. FINANCIAL RESULTS:
The Company's performance (Standalone and Consolidated) for theFinancial Year ended 31st March 2022 is summarized below:
( Rs in crore)
|Particulars ||Standalone ||Consolidated |
| ||31.03.2022 ||31.03.2021 ||31.03.2022 ||31.03.2021 |
|Revenue from operations ||7150.91 ||3735.31 ||7309.50 ||3847.59 |
|Operating Profit / (Loss) before Interest Depreciation and Taxes ||611.61 ||(432.63) ||609.92 ||223.25 |
|Minority Interest and Share in Profit of Associates ||- ||- ||(0.98) ||(1.04) |
|Profit / (Loss) before exceptional items and taxes ||(184.18) ||(1190.78) ||(209.42) ||(562.18) |
|Exception Item ||- ||(3241.10) ||- ||(3892.05) |
|Profit / (Loss) before Tax (after exceptional items) ||(184.18) ||(4431.88) ||(209.42) ||(4454.23) |
|Tax Expenses (including Deferred Tax) ||- ||1423.11 ||(0.82) ||1219.09 |
|Profit / (Loss) after Tax ||(184.18) ||(5854.99) ||(208.60) ||(5673.32) |
|Other Comprehensive Income ||(0.50) ||2.85 ||(41.95) ||49.04 |
|Total Comprehensive Income ||(184.68) ||(5852.14) ||(250.55) ||(5624.28) |
2. TRANSFER TO RESERVES:
No amount has been transferred to Reserves for the Financial Year underreview.
On account of the Loss After Tax reported by the Company during theFinancial Year 2021-22 the Board of Directors do not recommend any dividend (previousyear Nil). The Dividend Distribution Policy of the Company approved by the Board ofDirectors of the Company is in line with the requirements of Listing Regulations. ThePolicy is available on the Company's website and can be accessed through the link: https://www.alokind.com/Downloads/Alok-Dividend_Distribution_ Policy-18.01.2020.pdf.
4. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'SAFFAIRS: (a) The Highlights of the Company's Performance (Standalone) for theFinancial Year Ended 31st March 2022 are as under:
Total sales of the Company increased by 91.44% to Rs7150.91 crore fromRs3735.31 crore in the previous year.
Domestic sales increased by 96.22% to Rs5451.37 crore from Rs2778.11crore in the previous year. Export sales increased by 77.55% to Rs1699.54 crore fromRs957.20 crore in previous year. Operating EBITDA (before exceptional items) was positiveat Rs611.61 crore as compared to negative EBITDA (before exceptional items) of Rs432.63crore in the previous year.
Operating Profit Before Tax (PBT) (before exceptional items) wasnegative at Rs184.18 crore as compared to negative PBT (before exceptional items) ofRs1190.78 crore in the previous year. The reported Loss After Tax (after exceptionalitem) for the year was Rs184.18 crore as compared to Loss After Tax (after exceptionalitem) of Rs5854.99 crore.
(b) The Highlights of the Company's Performance (Consolidated) forthe Financial Year Ended 31st March 2022 are as under:
The Company achieved a consolidated revenue of Rs7309.50 crore higherby 89.98% as compared to consolidated revenue of Rs3847.59 crore in the previous year.Operating EBITDA (before exceptional items) was Rs609.92 crore as compared to EBITDA(before exceptional items) of Rs223.25 crore in the previous year.
Operating Profit Before Tax (PBT) (before exceptional items) wasnegative at Rs209.42 crore as compared to negative PBT (before exceptional items) ofRs562.18 crore in the previous year. The reported consolidated Loss After Tax (afterexceptional item) for the year was Rs208.60 crore as compared to Loss After Tax (afterexceptional item) of Rs5673.32 crore in the previous year. A detailed analysis offinancial results is given in the Management Discussion and Analysis Report which formspart of this Annual Report.
5. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the provisions of the Act and Listing Regulationsread with relevant Accounting Standards issued by the Institute of Chartered Accountantsof India the consolidated financial statements forms part of this Annual Report. Theaudited financial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of its subsidiaries are availableon Company's website and can be accessed through the link: https:// www.alokind.com/shareholder.html .These documents are also available for inspection by the Members at the Registered Officeof the Company during business hours on all working days except Saturdays Sundays andNational Holidays up to the date of the 35th AGM of the Company.
6. EROSION OF NETWORTH:
Net worth as at 31st March 2022 was negative at Rs16450.05 crore.Accumulated losses have resulted in the erosion of over 53.90% of peak net worth ofnegative Rs10688.68 crore during the immediately preceding four Financial Years.
7. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or securityprovided is proposed to be utilised by the recipient are provided in the standalonefinancial statements (Refer Note 17 and 19 to the standalone financial statements).
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The details pertaining to overview of the industry important changesin the industry external environment and outlook along with other information as requiredare given in the Management Discussion and Analysis Report which forms part of thisAnnual Report.
9. CREDIT RATING:
The details of credit ratings are disclosed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.
10. SHARE CAPITAL:
The paid-up Share Capital of the Company as on 31st March 2022 was Rs746.52 crore consisting of 496.52 crore Equity Shares of Rs1/- each and 250.00 crore fullypaid-up 9% Optionally Convertible Preference Shares of Rs1/- each.
As a part of the Resolution Plan approved by the National Company LawTribunal Ahmedabad Bench the Company had on 28th February 2020 allotted onpreferential basis to Reliance Industries Limited ("RIL") 2500000000 - 9%Optionally Convertible Preference Shares ("OCPS") of Rs1 each for cash at parfor a total consideration of Rs250 crore.
During the year the OCPS were due for conversion at the option of RIL.Since RIL did not exercise its option to convert OCPS into equity shares as per the termsand conditions of the OCPS the Company will redeem the same on 27th February 2030 i.e.the last day of the 10th anniversary of the date of allotment by paying an amount atleast equal to the outstanding OCPS subscription amount and there shall be no impact onEquity Share Capital of the Company.
11. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review no Company became / ceased to be asubsidiary joint venture or associate of the Company. Details of subsidiary associateand joint venture of the Company as on 31st March 2022 are as follows:
|Sr. No. ||Subsidiaries |
|1. ||Alok Infrastructure Limited |
|2. ||Alok International Inc. |
|3. ||Alok International (Middle East) FZE |
|4. ||Alok Global Trading (Middle East) FZE (business |
| ||license cancelled on 12th September 2017) |
|5. ||Alok Singapore PTE Limited |
|6. ||Alok Worldwide Limited |
|Sr. No. ||Step-down subsidiaries |
|1. ||Alok Industries International Limited |
|2. ||Grabal Alok International Limited |
|3. ||Grabal Alok (UK) Limited (under liquidation effective 10th July 2017) |
|4. ||Mileta a.s. |
|5. ||Kesham Developers & Infotech Private Limited (Under a voluntary winding up process effective 20th February 2012) |
|6. ||Springdale Information & Technologies Private Limited (Under a voluntary winding up process effective 20th February 2012) |
|Sr. No. ||Joint Ventures |
|1. ||New City of Bombay Manufacturing Mills Limited |
|2. ||Aurangabad Textiles and Apparel Parks Limited |
|3. ||Triumphant Victory Holdings Limited |
|Sr. No. ||Associates |
| ||NIL |
None of the above subsidiaries are Material Subsidiary' asdefined in the Listing Regulations. As required under Regulations 16(1)(c) of the ListingRegulations the Board of Directors has approved the Policy for determining MaterialSubsidiaries ("Policy"). The details of the Policy are available on theCompany's website and can be accessed through the link: https://www.alokind.com/ Investor_Relations-pdf/Policies/Material_Subsidiaries. pdf.
The audited financial statements including the consolidated financialstatements of the Company and all other documents required to be attached thereto areavailable on the Company's website and can be accessed through the link: https://www.alokind.com/annualreport .html. The financial statements of the subsidiaries as required are available on theCompany's website and can be accessed through the link: https://www.alokind .com/financialresult.html.
The development in business operations/performance of the Subsidiaries/Joint Ventures / Associate Companies forms part of the Management Discussion and AnalysisReport which forms part of this Annual Report.
A statement providing details of performance and salient features ofthe financial statements of Subsidiary / Associate / Joint Venture companies as perSection 129(3) of the Act is attached to the consolidated financial statements andtherefore not repeated in this Directors' Report to avoid duplication.
12. CORPORATE SOCIAL RESPONSIBILITY ("CSR") INITIATIVES:
The Corporate Social Responsibility and Governance("CSR&G") Committee as on 31st March 2022 comprises of Ms. MumtazBandukwala (Chairperson of the Committee) Mr. Rahul Dutt and Mr. V. Ramachandran. As on31st March 2022 the composition of the CSR&G Committee conforms to the requirementsof Section 135 of the Act. The CSR Policy of the Company inter alia includes CSRactivities to be undertaken by the Company in line with Schedule VII of the Act. ThePolicy on CSR as approved by the Board of Directors in accordance with the requirements ofthe Act is available on the Company's website and can be accessed through the link: https:// www.alokind.com/Investor_Relations-pdf/Policies/CSR_ Policy.pdf and is also annexed herewith and marked as
Pursuant to Section 135 of the Act read with CSR Policy of the Companythe Company is required to spend two percent of the average net profit of the Company forthree immediately preceding financial years. As the average net profit of the Companyduring previous three financial years was negative the Company was not required to spendany amount for the CSR purpose during the year under review. Annual Report on CSRactivities as required under the Companies (Corporate Social Responsibility Policy) Rules2014 as amended is annexed herewith and marked as Annexure-2.
13. BUSINESS RISK MANAGEMENT:
The Company like any other enterprise is exposed to business riskwhich can be internal risks as well as external risks. Any unexpected changes inregulatory framework pertaining to fiscal benefits and other related issues can affect ouroperations and profitability. A key factor in determining a Company's capacity tocreate sustainable value is the ability and willingness of the Company to take risks andmanage them effectively and effciently. However the Company is well aware of the aboverisks and as part of business strategy has put in a mechanism to ensure that they aremitigated with timely action. The Company has an elaborate Risk Management Frameworkwhich is designed to enable risks to be identified assessed and mitigated appropriately.The Board of Directors of the Company has constituted Risk Management Committee which hasinter-alia been entrusted with the responsibility of overseeing implementation/monitoring of Risk Management Plan and Policy; and continually obtaining reasonableassurance from management that all known and emerging risks have been identified andmitigated or managed.
The current constitution and role of the Risk Management Committee isin compliance with the requirements of Regulation 21 of the Listing Regulations. Pursuantto the provisions of the Act and Listing Regulations the Company has adopted RiskManagement Policy. The details of the Risk Management Policy are available on theCompany's website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/Policies/Risk_Policy.pdf Further details on the Risk Management activities including the implementation of RiskManagement Policy key risks identified and their mitigations are covered in ManagementDiscussion and Analysis section which forms part of this Annual Report. In the opinion ofthe Board of Directors none of these risks a_ect and/or threaten the existence of theCompany.
14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Act read with theRules made thereunder the Company has adopted a Whistle-Blower Policy for Directors andEmployees to report genuine concerns and to provide adequate safeguards againstvictimization of persons who may use such mechanism. The functioning process of thismechanism has been more elaborately mentioned in the Corporate Governance Report whichforms part of this Annual Report. The said Policy is available on Company's websiteand can be accessed through the link: https:// www.alokind.com/Investor_Relations-pdf/Policies/ Whistle_Blower_Policy.pdf
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL: i. Directors: (a) Changesin the Directors during the year under review:
Pursuant to the Resolution Plan approved by the National Company LawTribunal Ahmedabad Bench JM Financial Asset Reconstruction Company Limited (acting inits capacity as trustee of JMFARC March 2018 Trust) ("JMFARC")one of the resolution applicants and a Member holding 1737311844 (34.99%) Equity Sharesof the Company had nominated Mr. Samir Chawla (DIN: 03499851) as its nominee on the Boardof the Company. Accordingly Mr. Samir Chawla was appointed as a Nominee Director(Non-Executive) representing JMFARC with effect from 14th September 2020.
JMFARC vide letter dated 28th January 2022 had withdrawn thenomination of Mr. Samir Chawla from the Board of the Company with e_ect from the said dateon account of his resignation from the services of JMFARC and nominated Mr. Nirav Parekh(DIN: 09505075) as its nominee on the Board of the Company. Accordingly the Board ofDirectors of the Company at its meeting held on 3rd March 2022 based on therecommendation of the Nomination and Remuneration Committee and pursuant to the provisionsof Section 161(1) of the Act read with the Articles of Association of the Company hadapproved the appointment of Mr. Nirav Parekh as Nominee Director (Non-Executive)representing JMFARC with effect from 3rd March 2022. Further the said appointment wasapproved by the Members of the Company by way of Postal Ballot on 6th April 2022.
The current composition of the Board is in accordance with theprovisions of Section 149 of the Act and Regulation 17 of the Listing Regulations. As on31st March 2022 the composition of the Board is as follows:
|Sr. No. ||Name of the Director ||Designation |
|1. ||Mr. A. Siddharth ||Non- Executive Independent Director and Chairman of the Board |
| ||(DIN:00016278 ) || |
|2. ||Ms. Mumtaz Bandukwala ||Non- Executive Independent Director |
| ||(DIN:07129301) || |
|3. ||Mr. Rahul Dutt ||Non- Executive Independent Director |
| ||(DIN:08872616) || |
|4. ||Mr. Hemant Desai ||Nominee Director (Non- Executive) representing RIL |
| ||(DIN: 00008531) || |
|5. ||Mr. Anil Kumar Rajbanshi ||Nominee Director |
| ||(DIN:03370674) ||(Non- Executive) representing RIL |
|6. ||Mr. V. Ramachandran ||Nominee Director |
| ||(DIN:02032853) ||(Non- Executive) representing RIL |
|7. ||Mr. Nirav Parekh ||Nominee Director |
| ||(DIN:09505075) ||(Non- Executive) representing JMFARC |
(c) Retirement by Rotation:
In accordance with the provisions of the Act and the Articles ofAssociation of the Company Mr. Anil Kumar Rajbanshi (DIN: 03370674) retires by rotationas a Director at the AGM and being eligible offers himself for reappointment. A detailedprofile of Mr. Anil Kumar Rajbanshi alongwithadditionalinformationrequiredunder Regulation36(3) of the Listing Regulations and Secretarial Standard on General Meetings is providedseparately by way of an Annexure to the Notice of the AGM which forms part of this AnnualReport.
ii. Key Managerial Personnel:
As on 31st March 2022 following are the Key Managerial Personnel ofthe Company: a) Mr. Sunil O. Khandelwal - Manager b) Mr. Bijay Agrawal - Chief FinancialOfficer c) Mr. Hitesh Kanani - Company Secretary and Compliance officer. There were nochanges in the Key Managerial Personnel during the year.
16. NUMBER OF MEETINGS OF THE BOARD:
During the Financial Year ended on 31st March 2022 6 (Six) Boardmeetings were held. Further details of the meetings of the Board and its Committees aregiven in the Corporate Governance Report forming part of this Annual Report.
The maximum time gap between any two Board Meetings was not more than120 days as required under Regulation 17 of the Listing Regulations Section 173 of theAct and Secretarial Standard on Meetings of the Board of Directors.
17. BOARD EVALUATION:
The Company has a Policy for performance evaluation of the BoardCommittees and other individual Directors (including Independent Directors) which includecriteria for performance evaluation of Non-Executive Directors and Executive Directors.
Pursuant to the Policy the Board has carried out an annual evaluationof its own performance performance of the individual Directors including IndependentDirectors. Further the Committees of the Board had carried out self-evaluation of itsperformance and the outcome was submitted to the Chairman of the Nomination andRemuneration Committee for his review. The performance evaluation of the IndependentDirectors was carried out by the entire Board excluding the Director being evaluated. Theperformance evaluation of the Chairman and the Non-Independent Directors were carried outby the Independent Directors who also reviewed the performance of the Board as a whole.
The Board's functioning was evaluated on various aspectsincluding inter alia degree of fulfilment of key responsibilities Board structurecomposition establishment and delineation of responsibilities to various Committeeseffectiveness of Board processes information and functioning.
Directors were evaluated on aspects such as attendance and contributionat Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition the Chairman was also evaluated on key aspects of hisrole including setting the strategic agenda of the Board encouraging activeparticipation by all Board Members. Areas on which the Committees of the Board wereassessed included degree of fulfilment of key responsibilities adequacy of Committeecomposition and effectiveness of meetings.
In addition Independent Directors were evaluated based on parameterssuch as qualification experience knowledge and competency fulfilment of functionsability to function as a team initiative commitment independence independent views andjudgement availability attendance and participation in the discussion at the Meetingsadherence to the Code of Conduct of the Company as well as the Code for IndependentDirectors as applicable understanding the environment in which the Company operates andcontribution to strategic decision and raising valid concerns to the Board interpersonalrelations with other Directors and Management objective evaluation of Board'sperformance rendering independent unbiased opinion safeguarding of confidentialinformation and maintaining integrity.
The details of the Policy on evaluation of Board's performance areavailable on the Company's website and can be accessed through the link: https://www .alokind.com/Investor_Relations-pdf/Policies/Policy_on_Appointment_&_Evaluation_of_Directors_KMPs_&_SM.pdf. The terms and conditions ofappointment of Independent Directors are also available on the Company's website andcan be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/ Policies/Terms_and_Conditions_of_Appointment_of_ the_Independent_Directors.pdf.
In the opinion of the Board the Independent Directors of the Companypossess the requisite qualifications experience (including proficiency) expertise andhold highest standards of integrity.
18. BOARD COMMITTEES:
The composition of various Committees of the Board is in accordancewith the requirements of applicable provisions of Act and Listing Regulations. As on 31stMarch 2022 the composition of various Committees of the Board is as follows:
A. Audit Committee:
1. Mr. A. Siddharth Chairman of the Committee
2. Ms. Mumtaz Bandukwala
3. Mr. Rahul Dutt
4. Mr. V. Ramachandran
During the year under review Ms. Mumtaz Bandukwala an Independent Director wasappointed as a member of the Committee on 26th August 2021.
During the year underreviewalltherecommendations made by the Audit Committee wereaccepted by the Board.
B. Nomination and Remuneration Committee:
1. Mr. Rahul Dutt Chairman of the Committee
2. Mr. A. Siddharth
3. Mr. Hemant Desai
C. Stakeholders' Relationship Committee:
1. Mr. A. Siddharth Chairman of the Committee
2. Ms. Mumtaz Bandukwala
3. Mr. Anil Kumar Rajbanshi
4. Mr. V. Ramachandran
D. Corporate Social Responsibility and Governance("CSR&G") Committee:
1. Ms. Mumtaz Bandukwala Chairperson of the Committee
2. Mr. Rahul Dutt
3. Mr. V. Ramachandran
E. Risk Management Committee:
1. Ms. Mumtaz Bandukwala Chairperson of the Committee
2. Mr. Anil Kumar Rajbanshi
3. Mr. V. Ramachandran
Note: The Risk management Committee was reconstituted on 14th April 2022.
F. Managing Committee: [Voluntary Committee]
1. Mr. V. Ramachandran - Non-Executive
2. Mr. Sunil O. Khandelwal - Manager
3. Mr. Bijay Agrawal - Chief Financial offcer
4. Mr. K. H. Gopal - President - (Corporate Affairs & Legal)
19. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the IndependentDirectors of the Company confirming that: a) they meet the criteria of independenceprescribed under the Act and the Listing Regulations; b) they are in compliance of Code ofConduct; and c) they have registered their names in the Independent Directors'Databank.
20. DIRECTORS APPOINTMENT AND REMUNERATION POLICY:
The Board on the recommendation of the Nomination and RemunerationCommittee has framed a Policy for selection and appointment of Directors & SeniorManagement and their remuneration. The Policy of the Company on Directors appointment andremuneration including criteria for determining qualifications positive attributesindependence of Directors and other matters provided under Section 178(3) of the Act andRegulation 19 of the Listing Regulations is available on the Company's website andcan be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/ Policies/Remuneration_Policy.pdf and is also annexed herewith and marked as Annexure-3.
21. DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors make the following statements in terms of Section134(3)(c) of the Act that:
(i) in the preparation of the annual accounts for the year ended 31st March 2022 the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2022 and of the losses of the Company for the year ended on that date;
(iii) the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.
22. RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered by the Companyduring the Financial Year with related parties were in its ordinary course of business andon an arm's length basis. During the year the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the Policy of the Company on materiality of related partytransactions or which is required to be reported in Form No. AOC-2 in terms of theprovisions of Section 134(3) (h) Section 188 and other applicable provisions if any ofthe Act read with the Rules made thereunder.
The Policy on Materiality of Related Party Transactions and dealingwith Related Party Transactions as approved by the Board is available on theCompany's website and can be accessed through the link: https://www .alokind.com/Investor_Relations-pdf/Policies/Policy_on_ Materiality_of_RPT.pdf.
There were no materially significant related party transactions whichcould have potential conflict with the interests of the Company at large. Members mayrefer to Note 40 to the standalone financial statements which sets out related partydisclosures pursuant to Ind AS.
23. INTERNAL FINANCIAL CONTROLS:
The Company has an internal financial control system commensurate withthe size and scale of its operations and the same has been operating effectively. TheInternal Auditor evaluates the effcacy and adequacy of internal control system accountingprocedures and policies adopted by the Company for effcient conduct of its businessadherence to Company's policies safeguarding of Company's assets preventionand detection of frauds and errors and timely preparation of reliable financialinformation etc. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon were presented to the AuditCommittee of the Board.
(a) Statutory Auditors:
M/s. S R B C & CO LLP (ICAI Reg. No. 324982E/ E300003) wereappointed as the Statutory Auditor of the Company for a term of 5 (five) consecutiveyears at the 33rd AGM held on 29th December 2020. The Company has received confirmationfrom them to the effect that they are not disqualified from continuing as Auditors of theCompany.
The Notes on financial statement referred to in the StatutoryAuditors' Report are self-explanatory and do not call for any further comments. TheStatutory Auditors' Report on the standalone and consolidated financial statements ofthe Company for the Financial Year ended 31st March 2022 forms part of this AnnualReport and does not contain any qualification reservation or adverse remark.
(b) Cost Auditors:
Pursuant to the provisions of Section 148 of the Act read with theRules made thereunder the Company has appointed M/s. B.J.D. Nanabhoy & Co. CostAccountants Mumbai (Reg No. FRN-000011) to undertake the audit of the cost records of theCompany for the Financial Year ending 2022-23. The remuneration payable to the CostAuditors is required to be placed before the Members in a general meeting for theirratification and the same forms part of the Notice convening the AGM. In accordance withthe provisions of Section 148(1) of the Act read with the Rules made thereunder theCompany has maintained cost records.
(c) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act read with theRules made thereunder and Regulation 24A of the Listing Regulations the Company hadappointed Mr. Virendra G Bhatt Company Secretary in Practice (Membership No.: A 1157;Certificate of Practice No.:124) to undertake the Secretarial Audit of the Company for theFinancial Year ended 2021-22. The Report given by the Secretarial Auditor is annexedherewith and marked as Annexure-4.
The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
(d) Internal Auditors:
Pursuant to the provisions of Section 138 of the Act read with theRules made thereunder M/s. Bhandarkar & Co. Chartered Accountants and M/s. HPVS& Associates Chartered Accountants were appointed as Internal Auditors of the Companyfor the Financial Year 2021-22 and had been entrusted with the internal audit of differentplants/ divisions of the Company. M/s. HPVS & Associates one of the internal Auditorshad resigned with effect from 30th November 2021 due to their inability to scheduleregular visit and depute staff in person to Company's plant locations due to Covid-19pandemic. Consequent to the above casual vacancy the Company has re-allocated theassignment held by M/s. HPVS & Associates to M/s. Bhandarkar & Co. by amendingtheir scope of work for the remaining tenure of Financial Year 2021-22.
25. CORPORATE GOVERNANCE REPORT AND CERTIFICATE:
The Company is committed to maintain the highest standards of CorporateGovernance and adheres to the Corporate Governance requirements set out by the SEBI. Incompliance with Regulation 34 read with Schedule V(C) of Listing Regulations a report onCorporate Governance and the Certificate as required under Schedule V(E) of ListingRegulations received from the Secretarial Auditors of the Company forms part of thisAnnual Report.
26. COMPLIANCE OF SECRETARIAL STANDARDS:
In terms of Section 118(10) of the Act the Company is complying withthe Secretarial Standards issued by the Institute of Company Secretaries of India andapproved by Central Government with respect to Meetings of the Board of Directors andGeneral Meetings.
27. BUSINESS RESPONSIBILITY REPORT:
In compliance with Regulation 34 of Listing Regulations the BusinessResponsibility Report detailing the various initiatives taken by the Company onenvironmental social and governance front forms part of this Annual Report. The Board ofDirectors has adopted a Business Responsibility Policy. The said Policy is available onCompany's website and can be accessed through the link: https://www.alokind.com/Investor_Relations-pdf/ Policies/Business_Responsibility_Policy.pdf.
28. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The disclosure of particulars with respect to Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo as required pursuant toprovisions of Section 134(3)(m) of the Act read with the Rules made thereunder isannexed herewith and marked as
29. ANNUAL RETURN:
The Annual Return of the Company as on 31st March 2022 is availableon the Company's website and can be accessed through the link: https://www.alokind.com/ Investor_Relations-pdf/General_Meetings/AGM/2021-22_35th_AGM-26.07.2022/Form_MGT_7_Annual_Return_31Mar2022.pdf.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Committee has been set up to redress the complaintsreceived regarding sexual harassment at workplace. Appropriate reporting mechanisms are inplace for ensuring protection against sexual harassment. During the year under review theCompany has not received any complaints in this regard.
31. PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with theRules made thereunder a statement showing the names of the top ten employees in terms ofremuneration drawn and names and other particulars of the employees drawing remunerationin excess of the limits set out in the said rules which forms part of thisDirectors' Report.
Disclosures relating to remuneration and other details as requiredpursuant to provisions of Section 197(12) of the Act read with the Rules made thereunderwhich forms part of this Directors' Report. Having regard to the provisions of thesecond proviso to Section 136(1) of the Act and as advised the Annual Report excludingthe aforesaid information is being sent to the Members of the Company. Any Memberinterested in obtaining such information may write their e-mail email@example.com.
32. GENERAL DISCLOSURE:
Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these matters during the year underreview:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential rights as to dividend voting or otherwise.
c. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
d. None of Directors of the Company receive any remuneration or commission from any ofits subsidiaries.
e. No fraud has been reported by the Auditors to the Audit Committee or the Board.
f. There has been no change in the nature of business of the Company.
g. The Company has not issued any warrants debentures bonds or any non-convertiblesecurities.
h. The Company has not bought back its shares pursuant to the provisions of Section 68of Act and the Rules made there under.
i. The financial statements of the Company were not revised.
j. The Company has not failed to implement any corporate action.
k. There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
l. There are no significant material changes and commitments affecting the financialposition of the Company which have occurred between the end of the Financial Year uptothe date of this Annual Report. Further there are no other significant development duringthe year which can be considered as Material. m. There was no application made /proceeding pending under the Insolvency and Bankruptcy Code 2016. n. There was noinstance of one-time settlement with any Bank or Financial Institution.
33. INDUSTRIAL RELATIONS:
Industrial relations have been cordial at all the manufacturing unitsof the Company.
The Directors express their appreciation for the sincere cooperationand assistance of Central and State Government authorities bankers customers suppliersand business associates. Your Directors also wish to place on record their deep sense ofappreciation for the committed services by your Company's employees. Your Directorsacknowledge with gratitude the encouragement and support extended by our valued Members.For and on behalf of the Board of Directors
Alok Industries Limited
Date: 14th April 2022